Board of Directors Selection

In my first post on board service, I asked whether you want to sit on a board or serve on one. If your answer was serve, here's the next question: What do you bring that the company actually needs? Not why you'd be honored. Not why your résumé is impressive. What capability, perspective, or judgment will make this board better? That's your board value proposition - the unique combination of expertise, perspective, and judgment that helps a board fulfill its strategic, fiduciary and governance responsibilities and address future challenges. The strongest candidates convey their value proposition clearly and concisely. They understand that boards are built around competencies, not just credentials. If your pitch begins with a title, you're probably not there yet. "Former CIO." "Retired CFO." "Healthcare executive." Those describe what you've done. Your value proposition captures how you see risks, stakeholders, and emerging trends differently from those already around the table. A nominating committee should be able to hear your pitch and immediately place you on the skills matrix - the tool boards use to identify their strengths and gaps. They're listening for industry insight, functional and enterprise expertise, governance experience, and independent judgment. Here's how I coach first-time board aspirants: -Drop the jargon. Boards recruit across industries. If only people in your sector understand your pitch, you limit your opportunities. -Speak to judgment, not just achievements. Discernment and results matter. The quality of thinking behind ideas and results is what boards are really after, especially on a public board where independence is essential. -Refresh it regularly. Board needs evolve. Five years ago, few boards sought AI governance. Today they want directors who can guide the strategic, ethical, operational, and risk implications of AI. -Get honest feedback. Ask three people who know your strengths and will tell you the truth: "What would this board miss if I weren't in the room?" Boards rarely just recruit directors for the problems they've already solved. Yes they want their previous experience. That said, they also recruit directors they trust to think clearly about the problems no one has seen yet. So here's the real question: what's the problem only you can help this board see coming? #BoardLeadership #CorporateGovernance #BoardService #BoardReadiness #NACD #WomenCorporateDirectors #BlackWomenOnBoards #5050WomenOnBoards Views on this topic are my own and don't represent the official position of any boards I serve on today or have served on in the past.

At a recent dinner with CEOs and Board colleagues, a simple but important question came up: What really makes a strong Board Director today? The role has become much heavier. Boards are navigating disruption, geopolitics, supply chain shifts and rising risks. Add tighter regulation and growing shareholder activism, and the 𝗿𝗼𝗹𝗲 𝗵𝗮𝘀 𝗻𝗲𝘃𝗲𝗿 𝗯𝗲𝗲𝗻 𝗺𝗼𝗿𝗲 𝗱𝗲𝗺𝗮𝗻𝗱𝗶𝗻𝗴. Over the years, I have worked with Boards across family businesses, listed companies, private equity-backed firms and startups. 𝗢𝗻𝗲 𝗹𝗲𝘀𝘀𝗼𝗻 𝘀𝘁𝗮𝗻𝗱𝘀 𝗼𝘂𝘁: A high-quality Director does much more than attend meetings and review slides. In my experience, 𝗳𝗶𝘃𝗲 𝗾𝘂𝗮𝗹𝗶𝘁𝗶𝗲𝘀 𝗿𝗲𝗮𝗹𝗹𝘆 𝗺𝗮𝘁𝘁𝗲𝗿: ✅ 1. Strategic perspective Keeps discussions forward-looking, not stuck in last quarter’s numbers. Where will future growth come from? ✅ 2. Independence of mind Has the courage to challenge assumptions when needed, even if the room is leaning the other way. ✅ 3. Genuine engagement Invests time to understand the business properly: visiting operations, meeting people, reading deeply. ✅ 4. Sound judgment Focuses on what matters, assesses risk without becoming paralyzed, and asks the right questions rather than forcing solutions on management. ✅ 5. Continuous learning Intellectually curious. Stays current on AI, cybersecurity, regulations and industry shifts. A simple example: in one Board discussion, management was proudly presenting a growth plan. One Director calmly asked a powerful question: “What would need to be true for this plan to fail?” The whole conversation changed. Assumptions were reviewed. The plan became stronger. That is the value of a strong Director. 𝗢𝗻𝗲 𝗴𝗿𝗲𝗮𝘁 𝗾𝘂𝗲𝘀𝘁𝗶𝗼𝗻 𝗰𝗮𝗻 𝗿𝗲𝘀𝗵𝗮𝗽𝗲 𝗮𝗻 𝗲𝗻𝘁𝗶𝗿𝗲 𝗕𝗼𝗮𝗿𝗱 𝗱𝗶𝘀𝗰𝘂𝘀𝘀𝗶𝗼𝗻! 💡𝗪𝗵𝗮𝘁 𝗾𝘂𝗮𝗹𝗶𝘁𝘆 𝗱𝗼 𝘆𝗼𝘂 𝘃𝗮𝗹𝘂𝗲 𝗺𝗼𝘀𝘁 𝗶𝗻 𝗮𝗻 𝗲𝗳𝗳𝗲𝗰𝘁𝗶𝘃𝗲 𝗕𝗼𝗮𝗿𝗱 𝗗𝗶𝗿𝗲𝗰𝘁𝗼𝗿? #BoardDirectors #CorporateGovernance #BoardEffectiveness #Leadership #Strategy

Too often, boards treat recruiting each director seat sequentially, not unlike a game of whack-a-mole. When a board seat pops up, the board tends to fill it as quickly as possible, rather than planning proactively for the entire board they will need in the future. However, the best boards evaluate themselves annually and when there is a real change in business or strategic conditions they then reflect that in the composition of their board - current and future state.. During these evaluations, boards should begin by asking themselves: What does the company truly need from us today? What will it need in three, five, or even seven years? With only about 7% board turnover annually, it is imperative that boards fill each seat intentionally- looking 2-3 spots ahead at how the board can and should evolve. Boards should assess themselves individually and collectively. This means engaging in a deliberate, ongoing evaluation of critical areas, asking: “Do we have the right…” ▶️ Composition: -Are we bringing the right mix of skills and perspectives? -Are we balancing challengers and supporters, strategists and operators, industry veterans and emerging leaders? ▶️ Practices: -Are our structures and routines enabling effective discussions? -Do we have the right cadence of off-sites, business reviews, and interactions with management? ▶️ Dynamics: -Is there a culture of trust and constructive debate? -Are directors candid in assessing executive performance and holding each other accountable? Strategic board planning requires more than reacting to the present. It demands foresight, adaptability, and a willingness to refresh with purpose. Board’s have a responsibility to hold the management team accountable but if the results don’t change and the board doesn’t take clear action, then the performance gap will ultimately rest with the board!

If board seat criteria were written honestly, here's what they'd say: "Must be a sitting or former C-suite executive. Must have prior board experience. Must bring financial fluency. Must understand governance and risk. Must have industry relevance. Must expand the network of the board. Must enhance credibility with investors. Must demonstrate sound judgment in a crisis. Must think strategically at altitude. Must ask the right questions in the right moments. Consistently. In high-stakes rooms. With limited margin for error." Good luck. That's the real brief. And here's the part we don't talk about enough: We tell executives to "get board ready." But we rarely explain what that actually requires. It's not just titles. It's not just a polished résumé. It's not just checking the right boxes. Boards do look at credentials. They do evaluate scope and scale. They do care about experience. But that's the baseline. The differentiator is judgment. Boardroom presence. Timing and fit. Relational capital. The ability to elevate the conversation without dominating it. And here's the uncomfortable truth: When talented executives don't land board seats, it's often not a competence problem. It's a positioning problem. A visibility problem. A governance fluency problem. A readiness gap that was never intentionally closed. You cannot "wing" your way into a boardroom. You prepare for it. You signal for it. You build toward it. Certain titles may open the door. But the proper combination of preparation, networking, and positioning determines who gets invited in—and the lack thereof determines who stays out. If your destination is the boardroom, it's not a matter of luck. It's a strategic journey. https://lnkd.in/gtwTegxr

As an executive recruiter, I speak to many successful executives whose professional aspiration includes service on a corporate board. BUT Opportunities to serve on boards are limited. Airline boards change slowly. Boardroom turnover is consistently low. The best airline boards are also thinking carefully about the skills they need. As the risks and opportunities facing business in the aviation sector grow in number and complexity, boards are casting wider & deeper nets to identify directors who can offer new: - perspectives - skills and - backgrounds. While boards in the aviation sector may be seeking candidates with specialized knowledge areas, in my experience, they also want future board members to be "best athletes" who can contribute to boardroom discussions on multiple fronts. Directors with solid financial & operational experience continue to be highly valued. Boards want directors who can add value to the business but also understand their role in the context of management and fit in the boardroom and company culture. The board interview process is a two-way street. As a candidate, the interview process can help you understand a range of governance considerations such as: - board culture & potential dysfunctions - strengths & weaknesses of the board - expectations of directors - main focus areas for the board. Get good at asking better questions during the interview process. At the end of the day, one of the key roles of a Board Director is to ask excellent questions. Smart questions to ask during your next board interview may include: 1. How & where do you see me adding the greatest value? 2. What committees do you see as a strong fit for my background/experience? 3. How would you best describe the board's culture? 4. Why are you considering adding me to the board? 5. What is the expected time commitment for board & committee work? 6. How would you describe the relationship dynamics between the board and the management team/CEO? 7. What have been the most challenging issues the board has been facing? 8. And how has the board addressed those issues? 9. How would you describe the leadership style of the board chair? 10. Would you describe the board as hands-on or does it operate at 30,000 feet? 11. What's the current financial situation? And what's the outlook? Pay close attention to the answers. They will help you assess if the opportunity is the right one for you. Think of your next interview as a dress rehearsal for how you will show up in the boardroom. You'll be glad you did. Have a great week ahead! #leadership #boardroom #aviation

Only 7% of CFOs sit on the boards of other companies. As a 3x CFO and 4x board director, here’s the biggest reason even talented CFOs don’t land board roles: They’re seen as finance operators, not enterprise contributors. 🎯 When boards evaluate candidates, they’re not looking for a generic finance leader. They're looking to fill a specific gap in: Audit committee leadership 🧾 Risk and governance depth 🛡️ Judgment under pressure ⚖️ If you don’t clearly map to one of those, you get passed over. 1️⃣ Be clear about your lane “CFO” is too broad. Position yourself based on the lens you bring to the boardroom: ✓ Audit & controls → Tested environments, fixed weaknesses, and can hold your own with audit committees ✓ Risk & governance → Built risk frameworks, understand exposure, and can challenge management ✓ Capital allocation & decision support → Shaped investment decisions, weighed trade-offs, and influenced strategy 2️⃣ Show where your judgment has been tested Boards are listening for one thing: Can this person stay clear-headed when the room gets uncomfortable? ✓ Audit issues → Managed failures under timeline, reputational, and stakeholder pressure ✓ Capital allocation under uncertainty → M&A, restructuring, or pulling back on growth with incomplete data ✓ Stress scenarios → Navigated liquidity pressure, covenant risk, or market shocks 3️⃣ Make your value obvious in the room Boards don’t care how well you ran finance. They care how you improve the quality of decisions at the table. Be clear and specific: ✓ What you would challenge → aggressive assumptions, limited risk visibility, misaligned incentives ✓ Where you bring a different lens → linking strategy to capital efficiency and downside risk ✓ How you strengthen oversight → tightening audit rigor and elevating risk beyond compliance Boards don’t select the best CFO. They select the person who fills the gap they actually have. P.S. After 3x CFO roles and serving on four boards, I advise finance leaders on partnering with CEOs, communicating with boards, and leading at the executive level. If you're sharpening those muscles, feel free to reach out.

So, you want to be on a board of directors (Part II)? An earlier post about writing a proper Board Bio was so positively received, I wanted to provide more insights on the board election process. I’ll share some headlines here, and a link below to an entire primer/booklet on our best thinking from Spencer Stuart on the topic. * Companies select directors based on how their experience, wisdom and guidance can help ensure the best business results. Are you crystal clear on how you can uniquely add value? * The need for specialty directors remains limited. Given the breadth of strategic issues facing a board, we are typically seeing “corporate athletes” who bring competency in multiple areas. This may sound contradictory to the “unique value add” mentioned above. Yes, if you are a Technology/AI or Cybersecurity expert, that’s differentiating and valuable; but we also want to know you can contribute to a broader enterprise discussion. * Based on our Director Pulse survey, directors should be prepared to commit 275 hours/year to prepare for, travel to, attend, and follow up on board and committee meetings. Public company directors report an average of 321 hours. There will be a lot of variability around these norms, based on what issues the company might face during any given year. * Given the very real time commitment, make sure you have the capacity to take on this responsibility and that your employer/board/owners endorse your outside board commitment. We recommend an early “conceptual” conversation to ensure permission/alignment, and a second conversation about the specific board opportunity (to avoid any real or perceived conflict/issues) when you are closer to the finish line. Lots more in the Spencer Stuart booklet, linked in the first comment below. Let us know what you think, and any relevant experiences or perspectives.

🚨 Inside India’s Boardrooms ..... Reality of Independent Director Appointments Independent Directors (IDs) are meant to be the guardians of corporate governance. But in India, there’s a stark paradox: talent exists in abundance, yet access to board seats remains elusive. The Economic Times recently highlighted a growing boardroom gap . The article highligths thousands of qualified professionals are certified and ready to serve, but only a select few get appointed. 🔍 Practical Issues Opaque Selection Process – Despite SEBI’s database of eligible professionals, appointments are often based on networks, referrals, and “who you know.” Lack of Visibility for Candidates – Many qualified professionals struggle to showcase their expertise to nomination committees. Trust Deficit – Companies tend to recycle the same familiar names rather than exploring fresh talent, fearing governance risks. Mismatch of Expectations – Boards often seek individuals with prior board experience, creating a catch-22 for newcomers. 💡 Is it possible to bridge this gap? Transparent Talent Platforms – More companies should tap into SEBI’s database and leverage curated platforms where professionals can showcase sectoral expertise. Board Readiness Programs – Structured initiatives to prepare first-time IDs with practical case studies, role-play scenarios, and regulatory deep-dives. Mentorship & Shadow Directorships – Pairing aspiring IDs with experienced board members for 6–12 months before formal appointments. Independent Director Marketplaces – Just like job portals, India needs trusted digital platforms where companies can match governance needs with verified talent. Regulatory Nudges – Encouraging a certain percentage of “first-time IDs” in appointments to widen the talent funnel. 👉 The truth is, India’s corporate governance future depends not just on regulations, but on how open boards are to breaking old appointment patterns. #Corporategovernance #Independentdirectors #Reforms

Creating a board of directors in a startup's early days is critical, but it’s not a one-size-fits-all process. Initially, key investors and founders typically form the foundation, bringing financial backing and a core vision. However, as the company evolves and moves toward the next raise, it’s important to reassess and look for new board members who can add unique value. At this stage, it may be time for some early investors to step back, making room for seasoned executives who have experience in your industry. These new board members should bring insights and knowledge that the current team lacks. While investors often want to hold onto their seats, a strategic reshuffle can infuse the board with fresh energy and new perspectives. The key is to find people who can challenge you positively, ensuring that board meetings focus on the tough, important issues. Here are a few tips: - Odd numbers are often best to avoid deadlocks when votes are needed. - No yes-men. The best board members are those who challenge you and ask the tough questions. - Industry expertise is essential. Look for people who have “been there, done that” in your space and who can see around corners that you might not even know exist. Building a board is a journey, and the right board will help guide your company through both the good times and the hard conversations that ultimately lead to growth.

🏢 REIT Board Directors: Skills, Age & Tenure Driving Long-Term Value Nareit’s 2025 #REIT Industry Sustainability Report takes a closer look at the governance practices shaping today’s listed REITs — with new insights on board composition. The findings highlight how REIT boards balance experience, independence, and fresh perspectives to guide management and deliver shareholder value. 👥 Tenure * 7 in 10 REIT directors have served 10 years or less * Average tenure: 9 years | Median tenure: 7 years * Signals a healthy mix of new voices + experienced oversight 🎂 Age * Median and average age: 64 years * Nearly 40% are between 55–65 * Directors range from 35 to 96 years old, blending veteran experience with fresh thinking 💡 Skills & Perspectives * Industry knowledge: 70% * Financial expertise: 69% * Sustainability: 33% * Human capital management: 28% * Boards benefit from diverse skills ranging from ESG to strategy to talent leadership ✅ Independence & Accountability * 80% of REIT directors are independent * Helps ensure strong internal controls, fiscal discipline, and responsible decision-making 📌 Why It Matters * Good governance is at the core of the REIT model * Independent boards + broad skill sets = better accountability, transparency, and long-term growth * REITs’ structure makes them uniquely positioned to align with sustainability-focused investment strategies 🔑 Takeaway: REIT boards aren’t just made up of long-tenured real estate veterans — they’re increasingly diverse in skills, perspectives, and age, ensuring that REITs can adapt to evolving market, governance, and sustainability demands. https://lnkd.in/gz7bikrA