Afleveringen
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Michael Greeley has extensive experience in venture capital and significant board experience across a multitude of investment boards. In this episode, he shares his experience and lessons learned, emphasizing the evolving nature of board governance, the strategic importance of independent directors and the future of healthcare.
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Big Ideas/Thoughts/Quotes
1. Evolution of Board Composition of investor-backed boards
Changes in the composition of investor-backed boards over the past 25 years, emphasize the need for a broader range of competencies beyond financial performance. The trend is to include diverse perspectives to help mitigate boardroom “groupthink.”"Boards today are very deliberately trying to have the right competencies... Today the pressure on boards is to have a much wider range of expertise; cybersecurity, sensitivity around DE&I issues, and we're seeing that reflected in our term sheets.
2. Challenges in Board Compliance
Discussion on the difficulties boards face in complaining with term sheets guidelines, particularly around independent directors and diversity."We did an audit... and said, 'How many of our companies actually have complied with that (term sheet requirement)?' And we were surprised, it was probably maybe half or two thirds… and frankly, if I could be just brutally honest, I think there's a little bit of an apathy to address deficiencies of boards."
3. Importance of Independent Directors
The role of independent directors in providing an unbiased 'voice of the customer' to help guide company strategy and product market fit."The power of that [independent director] is a little bit sector specific but I think it cuts across all sectors, the principal risk we take as healthcare tech investors is around product market fit, and independent directors are the voice of the customers."
Governance and Board Dynamics Michael's advocacy for more effective boards and the potential pitfalls of having too many observers or management members “in the room.”"I'm a traditionalist in the sense that the board should not be stacked with management because it is meant to be the body that opines on the strengths and shortcomings."
Future of Healthcare Michael's optimistic outlook on the 'golden age of healthcare' driven by technological advancements, regulatory changes, and innovative business models."Arguably, the golden age of healthcare is upon us as the sector embraces novel and impactful solutions to improve outcomes and lower the cost of care."
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Episode Description
Nav Singh has held leadership roles at McKinsey's Boston office, including Managing Partner for Boston and Leader of the Global Innovation Practice. After retiring from McKinsey in 2023, he launched a new entrepreneurial venture, called 2123iX.
In this episode Nav’s shares valuable insights on effective board practices, the importance of innovation and technology in governance, and the critical role of diversity in fostering successful organizational leadership. The episode emphasizes the importance of proactive, informed, and collaborative board engagement to navigate the challenges and opportunities of the next century.
Big Ideas/Thoughts/Quotes
1. 2123iX - A Century of Innovation
The name 2123iX originates from Nav's retirement year (2023) and his vision to impact the next 100 years. Its focus is on creating a culture and mindset for longevity and innovation and emphasizes patience and quality in building companies that will make a significant difference.
"2123 stands for a 100 years, “I” stands for innovation, “X” stands for scale. The most important thing is: we're in no rush. We want to build high-quality companies over time, we'll be purposeful and take our time doing it."
2. Board Preparation Insights from McKinsey:
· Importance of thorough and honest preparation for board presentations
· Engaging discussions over presentations to drive meaningful decisions.
"In my mind, a good board discussion preparation requires an honest view of what are the risks, what could go wrong, what are the main issues we're trying to solve...It is that holistic view that in my mind makes a good board presentation and results in a good board discussion."
3. Characteristics of High-Performing Boards:
· The balance between healthy tension and collaboration between boards and management.
· The critical role of the board chair in setting a positive, inclusive culture.
· The necessity of continuous learning and adaptability among board members.
“Discussion is much more important than presentation. Sometimes people become enamored by our presentation and the materials. But its the discussion that you drive, the decisions that you drive that matters the most."
"The most important thing is one should be on the same page. People should be on the same team. People should be working towards the same goals… and there should be some healthy tension, that's good in my mind."
4. Diversity in Board Composition:
· The impact of diverse perspectives on board strength and decision-making is enormous. Beyond gender and race, diversity includes age, skills, and the ability to learn is critical.
"Diversity is multifaceted and one needs to think about this in a holistic way...The most important thing in my mind is a learning ability."
5. Risk Identification and Management
· Boards must think beyond the obvious and prepare for future risks. This weighs in favor of a dedicated risk committee to focus on emerging threats.
“I think risk is where most boards should earn their living...Defense means, in this case, thinking about what could go wrong...It is not just the identification of risk, what is the abatement plan, who is going to work on that, how do we address it?"
6. AI and Technology on Boards
· The transformative potential of AI and technology on businesses and governance is almost beyond out imagination. It underscores the importance of having board members with technology expertise and a willingness to stay informed.
7. The Greater Boston Chamber of Commerce - A Model for Diversity
· In the past few years the Greater Boston Chamber of Commerce board of directors has made a successful effort to significantly increase diversity in gender and race on the board, and to broaden diversity in skills, age, and industry representation.
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Zijn er afleveringen die ontbreken?
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Angela Jackson is the founder of Future Forward Strategies, an award winning social entrepreneur, a global C-suite executive and an experienced board member. In this episode Angela discusses joining the board of Needham bank, a mutual bank that took itself public in December 2023, as well as her research – and her vison – of the future of work.
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Big Ideas/Thoughts/Quotes:
1. Needham Bank Board of Directors and the decision to take the Bank public
Angela discusses some of the reasons that she was interested in joining the Needham Bank Board of Directors.
“The CEO, Joe Campanelli, is really a visionary leader with the strategy to support”
“As a board, when we talked about the reason for going public, this is right after Silicon Valley Bank had folded and we had the banking crisis, and…a lot of banks had put a lot of restrictions on their lending. We all felt – led by Joe, that if we were to IPO at this time, we would actually have more cash to put on the street to invest in local entrepreneurs and business leaders.”
Another reason to go public was around the values behind that. “They [management] wanted to do the IPO so they could invest in an employee stock ownership program, and for me and my work around the future of work, I deeply believe in companies and CEOs who are really seeing their employees as shareholders and the fact that we wanted to use the funds and to ensure that everyone from the frontlines to the C-suite could be an owner in a bank was significant.”
“…we looked at building a foundation that we could invest in local communities. For over a century, we had a history as a mutual community bank, and so we wanted to continue that. The vision is still how can we be national, but also hyper-local at the same time.”
We [the board] were completely aligned with how we wanted to use the money. It was values based to really invest in the community, who we're investing in, the talent and people, and then making sure that we were just being a good neighbor.
“… one more piece that struck me when I saw the board listing for Needham Bank…they were looking for someone with HR and human capital experience. If you look at most board listings, that is very rare. Most boards are looking for someone who's been a sitting CEO or a CFO, maybe someone in technology. You rarely see a listing for a human resource person.”
2. Ringing the Closing bell at NASDAQ
“It was an exciting moment for all of us.”
“We're based here outside Boston in Needham and we're going to go to New York for the NASDAQ…We thought, how are we going to get everyone from the bank to New York, and so they came up with the idea that we're going to take these coach buses from Needham Bank, and it would travel to New York.
“Now, you would think any bank CEO who's deciding to do this, maybe they would fly in, and they would be there to meet everyone. Actually, Joe Campanelli jumped on the bus with everyone else, shoulder to shoulder, to make that five-hour plus journey to New York and to take it back to be there.”
“The enthusiasm, the camaraderie, it was really the feeling of what had happened, that we did this, from the front lines to the C-suite, it was because of the effort of the people in the bank that were all customer facing, some that are internal, that made this moment happen, it was amazing.”
3. Board Practices
“One thing that I appreciated as I started out [as a new board member] is that we have full access to management, and we're encouraged to have a relationships with them.. If we have a question, we are comfortable going to them. And I think that transparency and access is key to really understanding what's happening and how we can best advise as a board.”
4. Decision making on the Needham Bank board
I've been impressed that even during the time of the IPO when we were moving quickly, the board was willing to go slow, to go fast, so sometimes you needed to just pause for a beat, send some things back to committee, call some of our advisors to make sure we were making the best decision. “Even though we wanted to be expedient about it was just great that we had the willingness to do that…it highlights the organization's approach to leveraging existing financial aid programs for greater effect.”
5. Board Culture
“Board culture starts with…deep trust and respect….for each other.”
I’ve never talked to a [Needham Bank} board member or staff member who had any doubts about [going public, and I think that's a reflection of the open & honest discussion that led to the decision.
6. Future of Work
“When I think about the future of work and really the future of boards, a lot of the issues that we're grappling with in the workplace today have a human capital component to them.”
“The future of work is how is…how do we ensure that the people that we're working with can be there, can show up and be their best selves that's going to lead to the business outcomes that we want.”
Links
The SEC wants to know if your corporate employer is investing in you. Fortune.: https://fortune.com/2021/11/23/sec-human-capital-great-resignation-employee-retention-reporting/
Future Forward Strategies: https://www.futureforwardstrategies.com
Bio
www.drangelajackson.com
Win Win Workplace (to be published January 2025) Sign up here
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Episode 64 of On Boards Podcast features Charles Shirley, the Northeast Regional Leader for PricewaterhouseCoopers Private Practice. The episode dives deep into the nuances of effective board governance, with Shirley sharing insights from his extensive experience advising companies and serving on nonprofit boards. Here are the key highlights:
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Big Ideas/Thoughts/Quotes:
1. Charles Shirley's Background: Shirley brings over three decades of experience from PwC, advising a broad range of industries and serving as a tax partner. His dedication to his work and his role as a trusted advisor globally are emphasized.
2. Effective Board Meetings: Shirley discusses the importance of preparation for board meetings by management teams and the board itself. He criticizes practices where management curates materials too perfectly, leading to passive board meetings. Instead, he advocates for transparency, robust questioning, and deeper engagement in board discussions.
3. Board Member Engagement and Fiduciary Duties: The episode highlights the critical role of board members in being proactive, well-prepared, and willing to challenge management to ensure effective governance. Shirley emphasizes the fiduciary duties of board members, including accountability, forward-looking perspectives, and contributing valuable insights.
4. The Role of the Board Chair in Governance: Shirley outlines the significant impact of the board chair in setting the culture and expectations for the board. A strong chair is essential for driving change and ensuring the board's effectiveness.
5. Trends in Governance and Challenges: Shirley observes positive trends towards more inclusive and diverse board discussions and the recognition of the importance of independent board members. However, he notes challenges with remote or hybrid meetings, arguing that in-person interactions are crucial for capturing the full benefits of board meetings.
6. uAspire Nonprofit Work: The conversation also covers Shirley's involvement with uAspire, a nonprofit focused on making post-secondary education accessible and affordable. He highlights the organization's impact and its approach to leveraging existing financial aid programs for greater effect.
The episode underscores the evolving nature of board governance, stressing the need for active participation, preparation, and the right mix of board composition to address modern challenges effectively. Shirley's experiences and insights offer valuable lessons for both seasoned and aspiring board members, emphasizing the importance of governance in achieving business success.
Quotes
1. On Passion for Work:
- Charles Shirley: "I always introduce myself as the happiest person at PwC. It's a big place, but I love what we do. I think it's incredible."
2. On Effective Board Meetings:
- Charles Shirley: "What really gets my attention and gets me frustrated and actually calls me to action is when I see a process where the management team in preparing for the board meeting is really going through an exercise to curate materials that are perfectly positioned or worded or framed."
3. On Board Member Engagement:
- Charles Shirley: "It truly is a privilege, whether it's in the charitable sector or on the business sector, it's an honor, it's an opportunity to be part of a board and the ask should be pretty big."
4. On the Role of the Board Chair:
- Charles Shirley: "The board chair sets the culture ultimately, and culture really matters, and successful boards have strong intentions, they've done their assessments, they understand what they need to be and they're mission driven."
5. On Collaboration and Transparency:
- Charles Shirley: "I'm huge on collaboration and transparency and honesty and all those good things... My excitement or engagement with collaboration isn't just in helping me dig out of holes. It's everything I touch gets better when I collaborate."
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Stefania Mallett, co-founder and former CEO of ezCater, shares her entrepreneurial journey and insights into effective board governance. She emphasizes the importance of board composition, highlighting the pivotal role of understanding marketplaces and the nuances of investor-backed boards.
Stefania also discusses the crucial dynamic between CEOs and board chairs, the challenges in communicating complex business scenarios to board members and the critical process of succession planning.
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Big Ideas/Thoughts/Quotes:
On Relationship Between Board and CEO/Management in Investment Backed Companies
“.. it's kind of like grandparents. The board cares intensely, but in the end, they hand the baby back and you - the CEO and/or the managing team - you're the parents and you have to deal with all of the colicky moments and all of the ups and downs and all of the difficulties and so much more about what's going on inside the company.”
“It doesn't matter how effective a communicator you are, having been on both sides, I can tell you that the most well-intentioned, most transparent, most forthcoming CEO cannot possibly convey to the board everything that the management team knows.”
Origin Story of ezCater and Early Board
“..we closed [a company I had help found] down on a Thursday. I went home and got drunk on the weekend and on Monday we started the business that turned into ezCater, which was helping make food appear for business meetings[!]”
“Don't bring people onto your board who don't understand your business”
Evolution of the Board through ezCater’s Journey and role of a Board Chair
“we started to get more professional board members who understood our business. We lucked into someone [Chris Cuddy] at Launchpad, who understood marketplace businesses, not specifically in the catering food for work business, but he came out of online travel [marketplace]. It turns out one marketplace is a lot more like another marketplace”
“we lucked into someone who became our board chair and $425 million of venture capital funding from some of the biggest venture companies on the planet later, we are now thousands of times the size we were when we first met this Chris”
I don't have a velvet hammer as much as I'm impatient. Impatience is the mother of invention, and so when I watch Chris Cuddy our board chair do his work I think, "Oh my God, that's just better." He's more patient. He listens. It doesn't really take longer. It feels like a circuitous path to the answer, but it's actually about the same length of time as I would have taken with less angst, less fireworks. The founder and CEO are not necessarily the best board chairs.”
Transition of CEO for ezCater
“the company was ready, and I was ready, and I went to the board meeting a few weeks later and I said, "Guys, I got to go. It's time.”
“We launched a search and found my successor. Because of internal discussions, because of the board's hesitation, because whatever, we ended up taking a year. We had the time, I mean it wasn't like running, screaming for the exits, and I wasn't doing a terrible job. My team was doing a super job”
“When this person started, now it's three months, four months, and it's quite clear, he has experience at the 10X level. He brings in knowledge, not just "I think we should try this,"”
Joe: “You have touched upon series of things that apparently apply to investor-backed companies and startups that also apply to every for-profit company, whether private or public. The importance of the chair, the importance of learning to share power - every CEO has to learn it, every founder has to learn it. Every investor, whether it's a startup or not, has to learn it.”
Effectiveness as a Board Member and Over-boarding
“One of the very best board members I have had in my entire career in all the companies that I've been on or on all boards I've chaired or that I've been on the board is a guy who, when I did his reference checks for him people raved about him and when I would ask, so what's wrong with the guy? Almost every one of them said ‘he's on too many boards.’ ”
“It's important to remember that the board gives you a couple of things that you can't get anywhere else. One is the cadence of every X weeks or X months, you have to report to these people…. There's something about that regular cadence of having to report, that is very valuable.”
The second thing you get from them is perspective. If they are good board members, they bring you a portfolio perspective. You live your life as a portfolio. You can only do one company at a time. Even more industrious and somehow energetic entrepreneurs than I do are involved in two startups at a time, but it's rare. But these people who are on your board are involved in 10 startups right now, or 10 companies at your stage right now and have seen many others, and so they can say to you, "Listen, I saw people try exactly what you tried and here's what happened to them," and you can save a bunch of time.”
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Jocelyn Moore, a seasoned board member and former NFL executive, shares her diverse career experiences from Capitol Hill to the boardrooms of major technology companies like DraftKings and OppFi. Jocelyn discusses the intricate journey that led her to influential roles in corporate governance, emphasizing the importance of diversity in leadership and the ethical implications of AI in decision-making. This episode not only explores Jocelyn's remarkable career trajectory, but also delves into the broader implications of board composition and technology in modern corporate environments.
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Big Ideas/Thoughts/Quotes:
What was your NFL experience like?
It was like nothing else that I've ever done. Such a tremendous lesson in the art of diplomacy with varying stakeholders, which has prepared me for a lot of the board service that I do now.
Is bipartisanship in Congress possible?
“I'll tell you that I think is really emblematic of how I grew up on Capitol Hill. In [Senator] Zell Miller's office, we had Democrats and Republicans both working in that office - - our political leanings didn't matter, we were all working for the people of Georgia, and that's something that really stuck with me during the 15 years that I worked in the Senate.”
Power of the network leading to DraftKings board
“Roberta Sidney, who you will know, and many in the audience will know - she is amazing. I've never met Roberta, she and I get on a call. We talked about the board opportunity and this particular board was not a good fit. But you know what Roberta did, because she is such a champion of people, a champion of women, she said, "Look, this may not be a good fit, but I'm going to introduce you to my friend Ilana Wolfe.” Ilana is at Goldman and is the driving force behind board diversification at Goldman's portfolio companies.
I talked to Ilana and, little did I know at the time, she was this giant in the space. We talked. I told her about my background, and we left it at that. After about a month went by, she called me back and said, "Hey, Jocelyn, I have this interesting board opportunity that I wanted to run by you -have you heard of the company DraftKings?"”
DraftKings Board Composition as it went Public
Like most public companies before they are public, the board was largely comprised of investors, and I joined soon after it went public in April of 2022. The makeup of the board changed as DraftKings became a public company.
DraftKings' commitment to inclusion, equity and belonging is very strong. At the same time that I joined the board, Valerie Mosley, a giant in Boston, joined the board, so two black women joined the board of DraftKings at the same time, and Michael Jordan became an advisor.
Importance of a board with diverse perspectives
“Board diversity is not a nice to have. It is a must have.”
“When you think about your customer base, whether it's DraftKings, OppFi, whatever company we're talking about, when we look at the makeup of America, it is extraordinarily diverse. When we think about how we create and generate revenue, how we sustain revenue, how we create long-term value, all of those things are dependent upon our customer base. If we do not embrace diversity, we are not maximizing our revenue potential. It is as simple as that.”
Angel Investing
“Entrepreneurs power our economy. They are the ones who are the job creators in our country, and so to understand business and industry, you really have to go where business and industries are. And so that's why it was important for me to get involved with venture investing and angel investing to get a front row seat to industry in ways that I could have never imagined.”
From the On Boards Summit 2023: The coming wave of Artificial Intelligence (AI): What questions should boards be asking?
· How will your company or board be impacted by AI?
· How can we use AI in the future not only internally to improve processes and the sharing of information and data, but also externally in the markets that we are in to improve the client experience, to extend whatever we are doing from a market standpoint?
· We know that AI has shown biases. What are the questions that we, as good corporate citizens, need to ask about the ethics of AI?
How do we best provide guardrails around AI?
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Paul Braverman was a cultural force behind the growth and success of Wellington Management which currently has over $1.3 trillion under management. Since retiring in 2007, he has served on over 17 boards of directors, including boards of public and private companies and nonprofit organizations. In this episode we discuss the most important drivers of board success.
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Big Ideas/Thoughts/Quotes:
“I think the culture of Wellington is its most sustainable competitive advantage. It always has been, and the culture is basically the name of the book (I wrote) entitled: Client, Firm, Self: The History and Culture of Wellington Management Company. We believed that we existed for the benefit of our clients and that they always came first, and then the firm, and then the individual.”
What was there that allowed Wellington to sustain that very, very, very strong culture for so long?
What we all observed how devoted the founders were to each other, how they watched over each other, took care of each other, helped each other's families. If there were problems, we watched when one of the partners passed away how well they looked after his spouse, things like that - - we learned by observing them.
I said in my final speech when I left the firm, I learned more about life at Wellington than I did about the investment business just by watching the character of these people and how they conducted their lives and treated other people.
How does a board help maintain the culture of the company for which it serves?
The board, I believe, sets a tone at the top, and it is a tone that we exist for the benefit of our clients or our customers. We are accountable to the shareholders. We need to take care of our employees. We need to take care of the cities and the locales that we do business in to help wherever we need to help philanthropically, and to set that tone for the rest of the company. It's not just always business and always profits. You're not going to believe this, but I never had a budget all the years that I was there.
Reputational Risk: with a company like Wellington Management, which works so hard to create the culture and to create the reputation of the company – it often becomes one of, if not the, most valuable asset of a company.
It's one of the most important responsibilities that a board has. The amazing thing about it, Joe, is as hard as we worked on it, as strong as it was, it's still fragile. It's always fragile. It can just be one incident.
Board of One
My worry is that a specialist who doesn't have the broad experience, when we finally get to the point when we have to decide about a cybersecurity attack or something, I don't want the decision to be in a vacuum by one person.
Role of a Board chair
I have chaired a few boards, I chair one now, and what I say to the other board members is, "Before we start, I just want you to know one thing. I work for you, you don't work for me, so I'm here serving you." I think that helps a lot. I'm very transparent. I reach out to them all the time seeking a wider audience.
I set the agenda with the CEO, and I meet with the CEO once a quarter privately to make sure to see how the company's doing. I try to keep myself out of the board meeting as much as possible, other than to make sure everybody stays on track as far as time and that we cover the key points.
Board Chair and the CEO. If they aren't working well together to make sure that the board is being effective, what does a board member do?
To the extent that you don't like something that's going on, you have to go to your chair because at some point, you're violating either the prudent man rule or your fiduciary responsibility. We're fiduciaries so you're going to have to report it and you're going to have to do something about it. Either something has to change, or you have to change in terms of moving on.
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Lisa Spadafora Thompson the founder and CEO of Sturbridge Growth Partners, a virtual network of consultants, thought leaders, and practitioner specializing in growth strategies, talks about her experience as a consultant and how she has used those skill to become an impactful board member.
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Links:
Bio: linkedin.com/in/lisa-spadafora-thompson
Articles:
https://venturebeat.com/datadecisionmakers/act-dont-react-managing-inflationary-pressures-in-enterprise-software/
https://www.lotisblueconsulting.com/insights/there-has-never-been-a-better-time-to-shockproof-your-business/
Big Ideas/Thoughts/Quotes:
Sturbridge Growth Partners
Lisa founded Sturbridge Growth Partners to serve companies in various B2B industries with customized, actionable strategies without the high fees of large consulting firms.
“Strategic pricing in B2B markets involves understanding the value you create for customers and how to maximize the value capture in the form of price.”
Board members should ask leadership more questions about how much economic value they create for customers, whether they’re maximizing the amount they can capture, and whether they’re negotiating with customers in ways that drive competitive advantage.”
Monitor Group
Lisa served on the board of The Monitor Group, a consulting firm acquired by Deloitte.
“Six years after joining The Monitor Group, I was elected to the board of directors by my peers, who were the other partners in the firm.
Shortly after winning, one of the most senior partners in the firm said, “You know why you won, right?” I laughed and said, “No, why don’t you tell me.” He said, "Because you have the ability to take on the important and contentious issues, and you need a lot of courage to do that on a board. You have that courage. That's why you got elected. Don't ever forget that.’”
What did you learn as a board member during the process through which Deloitte acquired the Monitor Group?
“One of the most important things I learned during that process is that we can tend to hyper focus on hard skills. But being on a board, particularly at a contentious period of time, the soft skills win the day - the people who can take on the tough issues in a way that aligns people, that was critically important for us during that time.”
Twin Valley Companies
Lisa serves on the board of Twin Valley Companies, a 4th generation family-owned managed service provider and telecom products business based in Kansas City. The organization and the family have a very deep-rooted culture and community in the cities and towns that they serve.
Lisa, how did you get onto the Twin Valley board?
“I applied for the Twin Valley board through an organization called the Private Directors Association (PDA) where I’ve been a member for 3 years.”
As a lifelong consultant, I've worked in a variety of different industries. The CEO liked that I had manufacturing experience, hardware, software/SaaS, and other B2B services. They weren’t looking for more telecom expertise – they wanted to learn from other industries.”
“One of the things I love most about this board is that we’re committed to operating at the highest levels of governance. We even hired an external firm to help us develop into a high-performing board. Not all private companies will do that, but they should because when companies have excellent governance they grow, and they grow profitably. That benefits all stakeholders.”
African Entrepreneurial System
Lisa is an advisor to Harambe, “a group of some of the most prominent, amazing entrepreneurs I have ever met from countries all over Africa.” They have started businesses that are geared towards solving some of the biggest problems that the continent faces, like high youth unemployment rates, increasing crop yields (80% of the arable land in the world is in Africa), and getting access to credit.
Semicolon
I was asked to join the advisory board of Semicolon, which is based in Nigeria, but expanding to serve many countries in Africa. They’re teaching young people to write software code. They’re getting jobs in the US and the UK and other parts of Europe yet continuing to live in their villages in Nigeria. So, they’re making US/UK salaries with a Nigerian cost of living. That’s game-changing for them and their families.
DGL
Lisa is involved in DGL (Doegode Leiba), a startup focused on enterprise risk management software (SaaS). The board's focus is on fundraising, strategy development, and hands-on involvement.
It was founded by a man from Ghana, who now lives in the US. “The founder recognized that a small number of issues drive the majority of risks in most organizations, especially mid-sized and large ones. He’s systemizing the process and developing a SaaS offering around it.”
EWOB (Extraordinary Women on Boards)
Extraordinary Women on Boards (EWOB) - absolutely one of the best organizations I’ve ever encountered…a high caliber group of women, who have a lot of board experience. That’s been
particularly valuable for me because I love learning from others who have even more experience than I do.
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Ian Roffman advises boards, directors and company executives when there is trouble - a government subpoena, a whistleblower complaint, a letter or a phone call from a government regulator. In this episode we talk about what a board and management should do when this happens - and how they can position themselves in advance for an inquiry by the government.
Big Ideas/Thoughts/Quotes:
Our guest Ian Roffman helps boards, directors and company executives when they're facing what can be a significant moment in the existence of a company. Those moments can come upon the receipt of a government subpoena, a whistleblower complaint or even something as seemingly innocuous as a letter or a phone call from a government regulator. Ian comes in to help the boards, help individual directors and help executives as they make their way through those sometimes sticky periods.
One of the most important things a company or a board can do when there is a government inquiry is to try to get its arms around the issue as soon as possible. There's a balance that boards need to strike between speed and hastiness. You want to act quickly, but not at the expense of good judgment.
The desire to ignore or push off bad news can be pretty strong, but directors have a duty to think about the steps that they need to take to reasonably make sure that they're fulfilling their duty to shareholders, employees and all of their relevant constituencies.
The SEC has said that there are the four benchmarks they will look at to evaluate whether a company and its board are good corporate citizens:
1. Self-policing (did you have in place good internal controls? Did you have a good risk function? Did you have an internal audit function, etc.?)
2. Self-reporting (was there transparency and speed in the reporting of the issue?)
3. Remediation (whatever the problem was, did you fix it?)
4. Cooperation (when we asked you for documents, did you give them to us? Did you also give us the documents that we didn't know to ask for? The SEC is very clear that cooperation doesn't just mean you did the things you're required to do. It means you did something extra.)
Even though other regulators don't use that same nomenclature, the concepts are always the same.
Question: When you get there and you see that there has been some, let's call it, avoidance or cover up, what kinds of things do you tell them to do then?
Answer. Often it comes from a really good place, which is that people see a problem and they try to fix it. Where it becomes a "cover up" rather than a solution is if there's a lack of transparency. Really, the key, when you identify a problem, is whether you're trying to fix it secretly versus trying to fix it transparently, and the fix might be identical, but a secret fix is a problem and a transparent fix is a solution.
Transparency and collaboration within an organization are among the most powerful things that companies can do to put themselves in a position to deal with regulatory inquiries.
Directors’ Duty of Oversight. The Marchand decision (2019) is sort of “Caremark duties on steroids.” The case involved the Blue Bell Ice Cream Company, which had a Listeria outbreak in its ice cream. The directors were sued, with a dereliction-of-duty-type theory. The Delaware Supreme Court said that directors have an active duty to oversee the operations of the company, especially when it comes to areas of significant risk within the important areas of the company's operations. In that instance, it was food safety. The director’s duty described in Marchand is much more active than what many boards had expected.
Whistleblowers. It's in the company's best interest to take a whistleblower complaint seriously - so listen to what it is, look into it. If there's something to it, deal with it. If there's nothing to it, make clear to the government that there's nothing to it, but do not be dismissive of your duty.
Insider trading. Insider trading investigations can be incredibly invasive because when the government is looking to see if someone engaged in insider trading, they know that people communicate on their phones and through WhatsApp, WeChat, Slack, Telegram, Snapchat and all those other apps, and so the government is going to go in and they will take your devices. They will require you to image your devices. They'll get forensic images of your device. It is incredibly invasive, and so what a company ought to do is manage its investigative risk around insider trading.
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Pratt Wiley is the CEO of the Partnership, a 35 year old organization whose mission is to provide leadership development for professionals and executives of color across every stage of a professional's career life cycle. In this episode we will hear about the incredibly impactful work The Partnership has done, and continues to do, to change the lives of many talented people – and the communities in which we live.
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Big Ideas/Thoughts/Quotes
The Partnership provides leadership development for professionals and executives of color across every stage of a professional's career life cycle.
We work with companies and organizations to help craft and influence corporate culture, which is what we believe is truly the most important competitive advantage that an organization can have.
We focus on what we call community - - being very intentional creating relationships of peers and mentors and sponsors and advocates, who are important for both professional advancement as well as personal fulfillment.
BoardLink
BoardLink started with nonprofits knocking on our door asking us if we had any board candidates that we could share with them. They were looking to diversify their board, but they weren't sufficiently connected to networks to be able to identify and recruit diverse talent themselves, and so that's what BoardLink is.
It is taking these networks of incredibly talented and accomplished executives of color and connecting them with organizations, nonprofits and for-profits that are looking for great board candidates and especially those who are people of color.
Impact
The Partnership was formed in 1987, since then 35 years of programs and 6,500 alumni who have gone through those programs, and you'd be hard pressed to find a prominent leader of color in Massachusetts - in a lot of corporate spaces - who aren't either a graduate of our program or one of the folks who helped create it in the first place.
There are a number of ways that we measure impact. The easiest to measure - probably one end of the spectrum - is retention and advancement.
We don't want to look at these programs as golden handcuffs, and so our folks advancing professionally is another piece of data that we look at, and we have similar numbers there.
Our alumni are CEOs and Chief Justices. They're entrepreneurs. They're leading Fortune 100 companies. They are leaders in healthcare and consumer products and financial services
To an extent the real value of an organization like The Partnership, that thing that we can provide that no one else provides, is this safe space that can serve as a safety net for so many of our participants that both catches you when you fall, but even more so encourages you to take greater risks knowing that there is that support system behind you.
Family Impact
My mother took over The Partnership after it had been in existence for about three or four years. There had not been a proof of concept in terms of, is this an economically viable organization. It was on the verge of bankruptcy. It was a moment not too dissimilar from this one where you had corporate leaders who were saying, "You know, we've tried this for a couple of years, and now it's time for us to move on to something else."
My sister and I still remember that it might not have been her first day, but it was one of her first days. She picked us up from school and then we went back to the office, and I started unpacking boxes and putting files away in the cabinet and I joked that The Partnership really was built on child labor for a number of years.
When I moved back to Boston I had this weird existence where not a week would go by where someone wouldn't stop me on the street and say, "I went through The Partnership when your mom was running it, and it changed my life."
or
"I was at this crossroads in my career and your mom had coffee with me and she helped me see the direction that I should take."
or
"I had gone through a major setback and your mom, or my dad as well, they were the ones who picked up the phone and called so-and-so and said, 'Hey, I've got a great candidate for you.'"
Impact of the Pandemic
Prior to the pandemic, the first 30-plus years of our existence, our programs were always in a physical location. By the time I took over, we would be hosted by many of our client companies. Starting in 2020, we could no longer do that, and so everything moved onto Zoom - - and I had never heard of Zoom before.
I sent an email to my board letting them know that we were going to be working remotely for the next couple of weeks as the pandemic sort of runs its course. One of my board members is Tsedal Neeley, a professor at Harvard Business School, and one of her areas of expertise is remote work.
She called me up and she's like, "Look, I am getting phone calls around the clock from executives who are trying to figure out how to do remote work. I've got two minutes for you," and her advice was, "Meet people where they are. Dogs are going to bark, doorbells are going to ring, kids are going to scream at the worst time, just meet people where they are. Find a space where you can focus and where you can turn on and turn off, and then lastly, that the further we are, the closer we need to be. We really do need to focus on people."
Pushback on DEI
In the private sector, we are seeing challenges to ESG plans in general and ESG investing in particular. There's a concerted effort - within The Partnership we call it the new DEI of divide and exclude and isolate.
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Ham is an active long-time member of the Boston entrepreneurial community, a seasoned board members, a prolific author on the subject of boards/governance and the founder of the Launchpad Venture Group, one of the driving forces behind organized angel investing in the United States.
In this episode Ham, we discuss many areas of board practice with someone that for many years has helped and written about how to make boards better.
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Big Ideas/Thoughts/Quotes:
Board questions around AI: What are the strategic objectives of the company, what are the business problems and the opportunities that that company should be going after. Three questions to begin:
1. What specific business problems or opportunities do you plan to address with AI?
And how do you anticipate that AI is going to help the company achieve its strategic objectives? It's all great to have tools like AI, but if they're not fundamentally driving the business in a direction that helps you achieve those strategic objectives, why bother?
2. How will you manage the ethical and legal implications of using AI, such as bias, discrimination, and compliance with regulations and industry standards?
AI tools where they haven't been trained on a wide enough data sets, they haven't had enough experience, nor have the users of it have enough experience to understand whether they're going down a path that might lead to issues down the road.
3. How will you communicate the use of AI to your stakeholders, and that includes employees, customers, investors, and regulators. And how will you address the concerns about the use of AI?
“There's not time for this in every board meeting, but a board should have at least one or two strategic sessions a year that are focused on technology.”
“When you think about a financial institution, a healthcare institution, they have a lot of data that is extremely sensitive; personal data, healthcare data, financial data. You don't want that escaping out into the world by using one of these tools that you don't necessarily know what it's going to do with that data.”
One of the biggest concerns is that sort of bias and discrimination that can occur with AI tools where they haven't been trained on a wide enough data sets, they haven't had enough experience, nor have the users of it have enough experience to understand whether they're going down a path that might lead to issues down the road.
even if you don't get the full effect, it's important to get it right so that as you go forward, you've identified any issues that might exist, whether it's bias, discrimination, or something else before it's everywhere, which will make it more difficult to control at that point.
Whether you need to explain that AI is, for example, reading your medical scan, your MRI or your CT, or whether you need to explain to your customers that an AI is either giving you a thumbs up or a thumbs down on we're giving you a mortgage or whatever. I think that's going to be a more challenging question about how you communicate that- I don't think there's necessarily a good answer for that today
I do want to say one thing about all three of these questions that I've asked, they are questions that you should be asking of the chief technology people in the organization, not just the CTO because the CTO may or may not be the one who is most expert in these particular areas
Raza, what do you think about having an AI board member?
I think a copilot, an assistive technology, is definitely a very interesting thing for boards. It can make them more effective. It is possible that you have a large set of materials and going through those, you do miss things as a human, but an automated process and AI could definitely come up with more. This is a really great idea for a startup, and I think somebody will do it.
Note: All of the board questions generated by ChatGPT about AI are listed below
Board of Cambridge Trust
I was brought onto the board specifically to address one of the new strategic areas that Cambridge Trust wanted to go in. Massachusetts has a very high concentration of companies in sort of the innovation economy, startup tech, and life science companies. It was seen by corporate management at Cambridge Trust that this would be a good area for growth within the bank.
Most tech startups are losing money and most banks don't like to loan money to organizations that are losing money, so I had to explain what kinds of companies that, even though they might be losing money, would have good solid financials that would make it so that they could be the type of institution that you would give a loan to.
Lead Director
In our case, the lead director has several key roles.
One, the lead director speaks to the CEO at least on a weekly basis. It's sort of a sounding board for the CEO to update on what's going on that may need the board to hear more detail about. I also work closely with the CEO to determine what the agenda for the next board meeting is going to be. During board meetings, the lead director leads executive sessions, whether those executive sessions include CEO or whether they're just the independent directors.
Term Limits
“Up until last year, we had age-type of term limit and that was the age of 72. That was the mandatory retirement age. There are two shareholder services out there, ISS, Institutional Shareholder Services and Glass Lewis, and both of them are not proponents of age-based term limits so we've removed our age-based term limits.”
Woods Hole Oceanographic Institution
For those who don't know anything about Woods Hole Oceanographic Institution…it is the pre-eminent oceanographic research institute in the world. It's based in Woods Hole, Massachusetts and I spend a lot of time down here in the summer.
I was brought on to help the institute with issues around technology transfer, so research institute, lots of great scientists and engineers, sometimes they come up with ideas and products that could potentially be commercialized, so the goal was to figure out what's the best way to do that.
Model Startup Board
There are three key attributes that I look at for building sort of a model board.
First of all, diversity, and we've talked about that a little bit already, but great boards are comprised of individuals with diverse talents, background, instincts, and expertise. Next, you need relevance. Diverse backgrounds and experience are only useful to the company if they're relevant to where the company is going, not where the company was, where it's going. And then aligned, great boards are focused on a common long-term goal, and they ensure that senior management buys into that future.
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Meghan Juday is a fourth-generation leader and Chairman of the Board of Ideal Industries, a 100+ year old family business. In this episode Meghan talks about her journey to become the first woman leader in the family business, and some of the lessons about family and governance she learned along the way.
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Links:
Meghan Juday website and bio
The Lodis Forum
Board Refreshment: 50% of boards have at least one director who is no longer adding value; how do you know if you are the “one”?
Big Ideas/Thoughts/Quotes:
How I started in the family business
“I got a phone call from my dad, I had a three-week-old at the time, and he called me and said, "Now that you don't have anything to do, can you just come work on this project?" But you know what's crazy? It's like people talk about how challenging parenting was and I was like all kind of ready to go, and that three-week-old sleeps all the time. I was poised and ready for the big onslaught. I was thinking, what’s the big fuss is about, this is fine, and so I said yes to this opportunity. Honestly, had he called me with a six-month-old, I would've been like talk to me in three years.”
Family Governance
When I joined the board, I became intrigued with the interplay between family governance and corporate governance. In talking with other families, a lot of times family businesses will have a very strong corporate board and they'll put a lot of time and investment into it, but they kind of starve the family as something that's not important. I n my mind, family governance has to be equally invested in and taken just as seriously.
“My rule of thumb is family businesses should expect to spend and invest as much on their family, their family engagement, risk mitigation, and family education as they do on their corporate board.”
Family Governance: “The structure necessary to keep a disorderly system (the family) ordered.”
I think that the family, like any system, really wants to descend into chaos. A lot of decision makers, a lot of influences, everybody wants the key roles, everybody wants to be able to tell the CEO what to do. I mean, I'm saying this hyperbolically, but it's really important that family governance is intentional.
“One of the conversations that we have in our Family Council every year is what is going to change in the next 10 years whether or not we have a plan. We look at several different systems, we look at the families. We have all those cute 8-year-olds, in 10 years they're going to be 18 – we better have a plan. We had better have talked to them about the company. They better have been exposed to the family between now and then.”
“Family Assembly” is really just the term we use for the entire family. We do quarterly calls with our CEO to talk about business updates, have a quarterly call with our CFO to do financial overview and do education and training around just being comfortable with understanding some of these financial dynamics. And then we have an expert series as well where we bring in subject matter experts on various topics that may have some relevance.
We changed our compensation committee to also embrace culture because we want to make sure that the compensation is driving the culture we intend as well as the business results.
I really think the board needs to be kind of forward leaning or future leaning and have the skillset sets and expertise of where the company wants to go directionally, strategically.
Changing the paradigm
What's so interesting about the previous generations being so thoughtful and thinking with such a stewardship mindset, is that they saw our family basically had two branches, and depending on who died first, voting control would flip flop between the branches.
But they really just wanted to work together. If you harmonize the elections, then you don't have these big swings, and so they decided unanimously to put all of their voting shares into this Voting Trust. They still get the financial benefit of that, but the voting control goes to the trustees and the people who own voting shares, they can remove a voting trustee at the drop of a hat as well. There's like a lot of moving parts in making sure that the voting trust is working on behalf of the full interest of the family.
It took time for the family to adjust to the fact they have a voice, they have a say, they have insights to share, that it wasn't all just top down. That really did take time, but I think we are seeing some very positive results
We noticed in my generation that we had some dysfunctional communication dynamics, that were really making it hard for us. We had all this amazing governance, but it was really making it hard for us to make proactive steps forward, and so a bunch of the fourth generation, I was super proud of them, decided that they did not want those kind of dysfunctional dynamics to be continued and passed down to their children as it was to us.
We hired a licensed therapist who specializes in family business dynamics, and we did therapy as a group every two weeks for two years and we did a lot of like one-on-one therapy as well with the therapist, and it was so unpleasant…it was super challenging and very stressful.
However, we've made progress. During that therapy process, it really brought the rest of that fourth generation along and said like, "Here, we've done a lot of really strong and powerful things and we've now seen all the opportunities given to those family members who feel disgruntled, and we are convinced now that they have been treated correctly and that they're not taking their ownership and their part of the issues."
Having done that work, it totally shifted the dynamics, so now nobody's falling for it anymore. They used to fall for it all the time, 'Oh, you're such a victim. We feel so sorry for you," and now it's like, "You've had your opportunities, you have your resources, go fix your problem," and so it's calmed down significantly.
Transformation of the Board of Directors
The goal was to make changes with the board, but I was getting a lot of pushback with some of the directors. They were coming to board meetings not prepared to engage straight into conversations. They were expected to be presented to, et cetera, et cetera.
There was some undermining also going on [in the boardroom]. I had a director who offered to be chairman instead of me, and I could just stay on as vice chairman, and I was like, "Oh, my gosh, that's so nice." He's like, "Well, I'll mentor you." And I was like, "That is so nice, but how about this? I’ll still be chairman and you still mentor me." And he was like, "Oh, God, that's not going to work."
When I moved the first two board members off, they had been on our board for a really long time - and by the way, all these people are wonderful people - but one of them had been on our board for over 20 years. That person is not independent anymore, even if they're trying to be, you know?
Board composition drives board culture.
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Alissa Hsu Lynch serves on the board of Pulmonx (NASDAQ: LUNG) which a medical device company and she comes from a diverse career with leadership roles and Johnson & Johnson and Google Cloud. In this episode we discuss digital transformation in healthcare, board’s role and advice for boards.
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Big Ideas/Thoughts/Quotes:
Effective onboarding at Pulmonx Board
Pulmonx is a medical device company, small cap company, that offers a valve, so a medical device for severe emphysema, so for people who are suffering from lung, and it helps them to breathe more easily. It's a minimally invasive procedure. They have breakthrough FDA status and so it's really just wonderful to work with a company that is looking to improve and even save people's lives.
RS: onboarding was intensive, both in terms of training you as a board member, but also learning about the company and meeting people there.
AHL: I think a lot of boards in their onboarding process do the typical meet all the senior executives, the management team, get to know the business, and I certainly did that and that was super helpful to be able to speak with all the key leaders of the organization.
But what they also did that I specially appreciated is they partnered with a consultant from NACD, the National Association of Corporate Directors, a very experienced board um, director and consultant who worked with myself and the other new director over a period of about six months to really go deep on all aspects of board governance. Every month we would meet for a couple of hours and just focus on one committee, so one meeting would just be on the nominating and governance committee and we would go over what is the roles and responsibilities? What are the risks, what are the questions you should ask? And also what I thought was really great is that she would pull up the nominating and governance charter from Pulmonx, and we would go through the company's charter and she would be able to provide perspective on, "Well, this charter is covering these aspects, but some other companies, maybe once you join a larger cap board, they may also have these other aspects."
It was really helpful to be able to meet one-on-one with her and just be able to ask stupid questions as a new director and just get that confidence that, "Okay, I'm walking into this with a really great background on governance."
Areas of Digital Transformation for Companies
There are four areas that I've seen many organizations think about when they talk about digital transformation. The first where many healthcare organizations, in particular, are starting is around operational efficiency.
Operational efficiency is a common one where many organizations start. The second one is around improving customer experience. The third is helping them accelerate innovation. The fourth is on consumer engagement.
Advice for Boards on Digital Transformation
Earlier I talked about this concept of crossing the digital divide and how difficult that is to go from your legacy business to a new technology-enabled business.
Tangibly I wanted to provide three tips. One is help management identify where they should go, and I'll talk about that in a moment. Second is, help them think about how to get started, so going back to the problems to solve, and the third is, what is needed to build a sustainable business model, so where this should go, how to get started, and what's needed to build a sustainable business model on that next s-curve.
10X Thinking for Boards
AHL: One of the things I learned at Google is around 10X thinking. This is the idea of really solving big problems by coming up with radical solutions, going for a 10 times improvement instead of just a 10% improvement. That type of thinking, that type of expansive thinking is something that the board should encourage their companies to do as you're working through your strategic planning process.
The company may come back to you and say, "Hey, here's our 3-, 5-, 7-year strategic plan, and it gets us from here to there," and I think it's really important. On the board I'm on, we have done that and said, "Well, what if you thought bigger? What would need to be true for you to reach that attainable goal? We're not telling you that that's the plan and you have to sign up for that plan or that even that you're not going to communicate that to the street. But internally as a board, let's think big. Let's think 10X and agree that there are big opportunities out there that we could go out there to solve."
JA: Great board question.
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Michael Peregrine advises boards of directors on matters of sensitivity and controversy, often in connection with corporate and fiduciary crises. In this episode we discuss examples of such including Silicon Valley Bank and the board’s role, board diversity, the danger of deference to strong CEOs and the challenges that AI raises for boards.
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Big Ideas/Thoughts/Quotes:
The reason I refer to matters I work on as sensitive is because they sometimes bridge the gap from pure legal issues to moral and ethical issues for which there's a gray area, and they often require a substantial amount of courage for the full board to address them and they are perhaps the most explosive in the sense that they typically involve people of goodwill and faith,
As an example, sometimes a very successful CEO is just unable to make the shift to what I would call the modern board management dynamic with respect to engaging boards, or particularly in supporting corporate compliance…it's a situation where a CEO is just reluctant to acknowledge the full scope of the board's duties and responsibilities, just doesn't get it, and therefore is in direct conflict with the obligations of the board to engage in fiduciary responsible activity.
Silicon Valley Bank
When you have any kind of collapse in the banking industry, in the financial industry, where consumers are hurt directly, you're going to have everybody piling on.
“I think the Silicon Valley Bank situation is going to continue to be in the forefront for all kinds of directors because it deals with the failure of a heavily regulated industry with sophisticated issues involved, but very basic concerns about how people did their jobs.”
“I think there is a risk that it will cause board members to over-engage if they feel that they're in situations where management has not done enough to inform them or advise them or keep them in the loop.”
That, of course, leads to micromanagement, which is not good for the company as a whole. I kind of see it, and I see a pullback by the board in terms of reliance on management and taking more on at the board level. And while that's understandable, I don't think that's good in the long term.
JA: It seems like had both management and board been doing what we all think of as their job here, this would not have happened. It's probably not necessary to clamp down and scrutinize more closely. The question is, why didn't they scrutinize at all? Why didn't they have a chief risk officer? Why didn't they do a lot of things to maybe hold this very, very aggressive and active CEO more accountable for what he was doing?
MP: I think there's a great likelihood that the Fed will control the dialogue…”We gave them all the information they had. We can't hold their hand." And the question was, "What did you do with the information?" I think it will focus on the extent of information that the board and management knew or should have known from the Fed's review.
“If I'm a chief risk officer of an organization, I'm going to assume that my compensation will increase dramatically.”
I think another question could be, "Well, did the board actually have the competency necessary to do the analysis? Was there a situation where they lack subject matter experts?"
JA: It's not just a lack of a chief risk officer in just any sector or organization. It's a chief risk officer in one of the most highly regulated industries in the world, so not having one under those circumstances - that's something on which people will focus and I think that’s appropriate.
Criticism of SBV Board Diversity
JA: You said the criticism may be unfair, and I'm going to just say it's way more than unfair, it's completely, in my view, misplaced. Two things: one, diversity of perspective does mean you're a better board, but it doesn't necessarily mean you're going to be a better board unless the underlying skills and experiences of those members are the right ones. That's always been true, so whether you have a diverse gender, racial, ethnic, geographic, age - whatever that diversity is - that is probably a good thing, but it only matters if the underlying group of skills together is what is needed for this company.
Impact of the pandemic on the boardroom
Generally speaking, over the last couple of years, I've seen the pandemic issue affecting industries in two ways. One is that I think for a period of three years boards have been reluctant to lean in on management because they felt in 2021, and to a certain extent in 2022, "You guys have your hands full. We're going to lean off. We're going to let you run it. We're not going to beat on you. We're going to ease back on the throttle and let you get the ship back in the right course."
Now, Boards are seeking to reclaim their lost authority, and CEOs are not so willing to give it up. I think that is an aspect of the pandemic which is important to consider and important for boards to confront that issue with management.
Deference to the “Messianic CEO”
MP: SVB also raises the question of the obligation of the board when you have the Messianic CEO, there can be so much belief in that person that there's excessive reliance or excessive deference to that CEO when the board feels that that person has the magic beans to do the job.
JA: Michael, that's a cult, that's not a board. If you want to join a cult, good luck. But if you want to be on a board being mesmerized by the CEO is not an excuse. It's never excuse. If you're going to do that, get off the board and go join a cult.
AI
I think that the gap between a board’s awareness and their ability to do their job in terms of oversight of organizational commitment to AI and , ultimately. risk is huge. I were in a board of an organization in an industry where there were tremendous AI advancements, I would be concerned.
In my view, it's really the Wild West if you're a board member trying to manage the organization's use of AI.
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In this episode Steve Gullans talks about the board’s role for life biotech startups and IPOs, Scientific Advisory Boards, how therapeutic drug companies are different and orphan drugs – and everything life science.
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Steve Gullans Bio
Metis Minds
Big Ideas/Thoughts/Quotes:
Background - Steve's network and expertise extend from academia to Wall Street. He has managed teams through successful financings, scale up of operations, clinical trials, deal negotiations, IPOs and M&As. He has also served as board director for more than a dozen companies, currently including Orionis Biosciences, Alexis Bio, iSpecimen, and Navigation Sciences. Steve began his career as a professor at Harvard Medical School, has co-authored over 130 scientific papers and is a fellow of the American Academy of Arts and Sciences as well as the American Heart Association. Steve has also as CEO of a public biotech company and co-founder and Managing Director of Excel Ventures, a life sciences venture capital firm and he is currently the CEO of Metis Minds, a digital wellness company addressing ADHD.
On Scientific Advisory Boards - “Scientific advisory boards generally, as the name implies, involve scientists giving advice to a company, or it could be to an institution ... helping them with their innovations or with a large number of companies as they try to figure out how to maneuver their way through the technical challenges of the scientific process.”
BioNtech had no plans to go into vaccines, but if you have the right community of people, you can actually pivot when you need to. But on top of that, it's really about giving sage advice and critical advice that often the board cannot provide.
“Joe: One scientific advisory board that I'm very familiar with is the one that we have on St. Jude Children's Research Hospital … For some of the deep dives, they'll bring in outsiders, not members of the ongoing SAB, for very specific expertise, but I think it's fair to say that for the board, that three, four, five hours that we spend with them each year is some of the best time that we have all year.”
Metis Minds – “I just decided to come out of retirement because I've been focusing the last few years in learning about the digital technologies that will allow us to retrain the human mind.
“Metis Minds is was developed by a team in Boston in collaboration with others around the world. It's simply an EEG device that sits on the forehead of a child or it could be an adult, and it controls through Bluetooth a video game on an iPad or other pad. It looks identical to the games that my grandkids play today, like Subway Surfer. It's an adventure avatar game, and the speed at which the game operates is determined by how much you focus and concentrate. Eight human trials have shown it actually works.”
Therapeutic Drug Companies – “an early stage biotech therapeutic drug company, it really needs a lot of capital. The path is well worn, and at the same time there is capital available, but you have to check certain boxes in order to access it.”
“In general, you have a preclinical development period. It could be in academia, it could be in a private company, or you use the best available animal model to show the compound you have, whether it's a biologic, a small molecule, a peptide, it could be a natural product, it could be anything that shows benefits and safety in small animals.”
“A fundamental difference in terms of operating therapeutic drug companies is you never have revenue.”
“There are two hallmarks. If it gets a 90% failure rate, why would anybody invest? The answer is because you don't actually have to ever have a sale. By the time you finish phase two clinical trials, the pharma companies line up because they prefer to run the phase three trial themselves and they buy that company.”
On Theranos – “I am one of many scientists who looked at the Theranos' slide deck during its multiple financings. My partners say, "Why can't we invest at this round, Steve? Because look, the valuation is now 3 billion, it used to be only 1 billion.” The answer was because people who knew the science knew that it defied the laws of both chemistry and physics at the same time they didn't use a drop of blood to find a bacterium. If there was only one bacterial cell per 10 milliliters, you're going to miss it. That's a very simple concept.”
On Diversity of Perspective on a Board – “What you often need to do is you need to reach outside your network because there is such a demand for highly talented people that the shortlist of obvious people already have appointments at Pfizer and the big companies.”
“One of our life science companies had somebody from Wayfair on the board, , but her understanding of IT technology and how you actually create marketplaces online was instrumental in pointing the company to the right partnerships, the right people, and all sorts of things.
Arkayli and Orphan Drugs – “Hemangiomas, is the red tumor-like spot on a new infant, just born; it happens to tens of thousands of kids. Often they disappear on their own, but the founder identified a way to treat it with a cream, but she didn't have the wherewithal or the understanding how to do it, and at a conference, she met some people who were experts in drug formulation and making creams with absorbable medications. It's an approved drug.”
You and Your Urine – “When I was at Harvard Med, there was a course called You and Your Urine, where the students had to come to class and had to pee into a vial …You got to have a little fun while educating. I guarantee the students remember that lecture.”
Board’s Role for Biotech IPO – “Yeah, there are several roles for boards. In many cases you'll have a board member who's from a crossover fund like RA Capital or ComREIT or Deerfield, and I did a couple of crossover deals myself, where you invest right before they go public. You jump on the board and then you help with the S-1 and the filings and everything else.
If you're a crossover investor, they know all the public investors and they sort of are on the bellwether of whether it's a good deal, so ideally a board member helps recruit a crossover investor to be an investor in the round before the IPO.”
“It's about this is going to be a blockbuster because it's a once a month injectable, not twice a week. That is bullet point number one, gang. I know you have love all your science, but it's these kinds of understandings that really trigger the public. Both retail and institutional investors want to do it.”
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Maria is the President and CEO of The Chicago Network, a group of women business leaders in the Chicago area whose purpose is to empower women to lead. In this episode we talk about The Chicago Network, its history, their work on getting more women on boards and important aspects of board diversity
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Links:
Maria Doughty Bio
The Chicago Network
HerStories
womenlead.io
Big Ideas/Thoughts/Quotes:
Maria’s Background – “My parents, who are two of the smartest people I know, have very little formal education. For them it was all about opportunity, and education for them was the door that open those opportunities, so they really made it their mission and purpose to provide my sister and I as much opportunity on the educational front as we could have.”
Becoming President & CEO of The Chicago Network – “I met with the search committee on numerous occasions. The more I learned about the organization, I just felt like this was the place for me to be. It was definitely a switch because I went from being a corporate lawyer and a strategist and an advocate and all these pieces to actually shifting into the nonprofit sector, but I knew it was exactly where I should be because this role in particular allows me to help amplify the voices of our members to really live into our purpose and to our mission.”
Broader Impact of TCN – “Our women [members] lead global organizations, the question is how are they using their power and influence within their organization as well as amplifying the platforms that they are on. How are they using their power and influence to be able to really change the numbers in the gender equity space.”
Increasing Women on Boards - We've always had a focus on increasing the number of women on boards, but we've really amplified it over the last three years. About 30% of our members are serving on for-profit boards.
One of the requirements of our organization is you must be civically engaged, so every one of our members at some point has served on a nonprofit board or is currently serving on a nonprofit board. That board service is really part of our DNA.
Growing the Next Level of Leaders - One of the things that we talk about a lot is, , it's really important if you want to be a CEO to own a P&L and most women aren't told that they need to pivot into a P&L role. It's one thing that we feel very strongly about - that women in particular need to be told and recognize and given support to pivot into that space to take on some of these bigger roles.
Non-profit Board Service Leading to For-Profit Boards - Nonprofit board service is a wonderful way to prepare people for for-profit board service. If you pick a nonprofit board, I encourage people to pick one that has a very strong governance. They have a nom/gov committee, they have a finance and audit committee, a board development committee.
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Melissa Sampson McMorrow chairs the Tax Department at the law firm of Nutter McClennen & Fish and co-chairs Nutter’s Nonprofit and Social Impact Practice Group. In this episode we talk about models of governance structures for Impact Philanthropy Enterprises - ranging from Newman’s Own to Patagonia. We also discuss Massachusetts guidelines for diversity, equity, and inclusion on the boards of Massachusetts charities.
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Links:
Melissa Sampson-McMorrow Bio
Nutter McClennen and Fish
New York Times Article about Patagonia
Big Ideas/Thoughts/Quotes:
About Nutter - Nutter McClennen & Fish is a Boston-based law firm that was founded over 150 years ago by Supreme Court Justice Louis Brandeis. The firm carries on his legacy today by providing high-quality legal counsel to industry-leading companies, entrepreneurs, institutions, foundations, and families across the country.
Changing landscape of Impact Philanthropy - As the world has become more complicated and as the profile of donors has evolved, you see more engagement from donors, and you see donors drawing on different tools and approaches to accomplish their charitable objectives.
Donors want to give more than money - .. What you're really seeing is donors, many of whom are successful entrepreneurs, really wanting to use those skills and know-how and apply it in world of philanthropy where they can really make an impact, not just giving money, but with aligning with their goals.
Newman’s Own Model - Newman's Own was Paul Newman's company and anyone who walked down the salad dressing aisle of a grocery store knows that Paul Newman gave some percentage of the profits that his for-profit company made to charity every year.
Fast forward to his death, how does he keep this going after he's gone? Well, what he did was he, bin very simple terms, gave his company to his charitable foundation...
A wise mentor of mine once said to me, if you don't like the law, change it, and that's what they did. They lobbied Congress and they changed the law, and so they were able to end up with a structure that is available to everyone, not just Newman's Own, that would allow a foundation to continue to operate a for-profit business.
How the Patagonia Model is Different – There are a few aspects that distinguish what at first blush might seem like a similar arrangement to the Newman's Own arrangement, with few key distinctions. The first distinction of the Patagonia example is that the family is able to maintain control of the business. They don't own it or have an economic ownership interest in it, but there is a control element that is not present in the Newman's Own situation.
Massachusetts Guidelines on Diversity, Equity, and Inclusion for Non-Profits -Massachusetts has had a guidebook for nonprofit organizations, particularly charitable organizations, for a long time. It was most recently updated in 2022, and I think it's really interesting where they chose to put the focus in their updates.
Really, it's on first, education, second paying attention to the financial workings of the organization and then third -and arguably most important -, paying attention to how you build your board and how that board carries out its duty in executing the organization's mission.
Louis Brandeis on Progress - If you'll permit me a quote by the founder of our firm, Louis Brandeis, our DEI strategic plan is guided by a quote of his as follows, "In differentiation, not in uniformity, lies the path of progress," and I think that rings true today as well.
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Maria Castañón Moats is the leader of PricewaterhouseCoopers' Governance Insights Center and previously served as PwC’s Chief Diversity officer. In this episode we speak with her about PwC’s 2022 Annual Corporate Directors Survey, which included the views of over 700 public company directors, about the important issues facing boards and how directors view them.
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Links:
Maria Moats Bio
2022 PwC Annual Corporate Directors Survey
2022 Consumer Intelligence Series
Big Ideas/Thoughts/Quotes:
PwC Corporate Directors Exchange
The PwC Corporate Directors Exchange is a gathering of directors on public company boards, primarily Fortune 1000 and above, that PwC hosts every year in January. Our theme this year was “Acting today for a better tomorrow” - it’s about bringing leadership into the boardroom.
We touched on the geopolitical environment, shareholder engagement and activism, what's happening in Washington, how we behave with one another and why. We addressed trust, climate and then cyber. For two days onsite with a hundred plus directors in person and another 120+ on live stream, it was terrific.
PwCs 2022 Annual Corporate Directors Survey,
Issue #1: The Trust Gap. While 87% of business executives believe consumers highly trust their company, only 30% of consumers actually do.
"This lands at the feet of the board of directors as stewards of the company.”
In order to maintain trust, there needs to be a level of transparency with all stakeholders so that they better understand the company.
When I talk about transparency and disclosure, that's separate from what a regulator would require. It's not a compliance element, it's what does the company stand for? How does the company want to be transparent and communicate with its stakeholders?
Being transparent about its strategy, its risk, its processes, is a great start, but 71% of directors told us that it starts with engaging, talking, communicating with shareholders. It's not enough to have it written.
Issue #2: Pushback on ESG: Only 45% of directors believe ESG has an impact on long-term performance
That 45% really concerned me because it was slightly higher last year, that whole why ESG and how does that really impact the bottom line, right? Performance profits, I'll call it instead of performance. What I think is happening is there is a bit of ESG fatigue in terms of the conversation amongst directors and companies.
“The question companies and directors need to ask is: if we don't want to call it “ESG”, How is the company really going to differentiate? That differentiation, trying to get more market share, growing revenues - how do you think about that relative to strategies around the environment, climate and social in your people?”
You have to make sure that you're engaging so you could educate them on how you're going to bring forth that long-term value that will come through the elements of ESG, how long that will take, and what that impact, if any, will be on the short term.
Issue #3: 31% believe that sitting CEOs should not serve on boards outside their own company.
I think the concern is valid because you don't want your CEO to be distracted. But on the other hand, I am fully supportive of having that CEO be on a board.
The CEO often sets the agenda for board meetings with the lead director, et cetera, so if they sit on an outside board, then they're probably better at thinking: what should our agendas look like? How often should we discuss different elements of the strategy?
“One of the most important things that boards do is make sure that they have the right CEO in succession planning. If a CEO that sits on an outside board, they probably know how that outside board thinks about CEO succession planning.”
Issue #4: Forty-eight percent of directors want to see a fellow board director replaced. However, 62% say that boards won't enforce any policies that would lead to that result.
Yes, so that 48% has been showing up in probably the last five surveys.
In addition to the 48% of board members that say somebody around this room doesn't belong, 19% tell us that they would replace two or more people—but then they're less willing to enforce policies. And by that, they're probably thinking term limits, age limits, which are not that prevalent.
“There needs to be robust individual board member assessments, and a plan to rotate members through committees. There needs to be a plan to rotate chairs on committees, and there needs to be a plan for constantly thinking about a pipeline of potential board members that can come on over the next three or five years.”
What skills does the board need? What experiences does it need? Is that what you currently have? And if not, how do you get there? You're not making it about individual board members, you're making it about the collective group of people that comprise this board, what are the skills that they need and how does that tie into where the company is going and the strategy and so on and so forth.
“I think third parties are tremendously helpful because boards, form consensus, are collegial and the like. It's always helpful to bring a third person in to tell you what you could be doing better, what they're seeing other boards do, I think it would be helpful.”
Let me give you a few more stats. We have a section around board diversity and how are you making changes in your board? First of all, 36% of the directors in the survey told us that they've just increased the size of the board, so they added a board seat to bring in a diverse board member, that's good.
Sixty-seven percent said that they basically replaced a retiring director with a diverse director, a person of color, a woman that's probably they were thinking of as well. But 69% are now disclosing in their own proxy full diversity skillsets and the like of their board members.
“Since identifying and managing risk is so critical to a board—maybe more critical now than ever because it's become so more complex—the idea of a diverse and ‘more fit for the purpose‘ board is even more compelling. Because, if nothing else, you certainly want a board that is able to work with management to identify risk and to understand how much risk they should be taking or not taking. If you're not doing that, the board may not be doing its job because that is such a fundamentally important responsibility that boards have.”
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Jennifer Buras advises clients, primarily senior executives, on career development, including in many instances their first board seat. In this episode she discusses how to prepare your first board seat – and succeed.
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Quotes
Preparing a client for a first Board Seat
"What is your personal brand? What is your board brand? How can you articulate that and infuse that in your board bio, your board resume, the way you present your value proposition.
We conduct mock interviews. We coach our clients who are actively pursuing board seats and are in live interview situations. We'll record those interviews. A board interview is very different than a corporate interview, so we want to make sure that they're prepared for that sort of questioning.
Board Bio
By presenting a board bio you're demonstrating your board savvy. A board bio is intended to be a one-page narrative where the reader can quickly ascertain what is your board brand and what is your value proposition. What is it that's unique about you and your experience that's going to be accretive to the boardroom.
The role of a board member
People need to be reminded that it's not about “telling” in the boardroom, it's really about listening and being able to ask the right questions in order to further a conversation and get to a better decision.
Networking
I think it's important for prospective board members or those seeking board seats to start with their own network. Who do you know within your network who is a board director? Who do you know who's an influencer; accountants, lawyers, venture capitalists and really catalog that list and tier them. You're trying to get into that second and third degree of separation from yourself in order to find opportunities.
Big Ideas/Thoughts
We had a client at Essex years ago, who came from a very large, well known money management firm in Boston and he was offended that nobody had asked him yet to join a board and nobody asked.
When I asked: "Have you told anyone you want to join a board?” he said, “no.” You have to let people, your network and beyond, to know you’re interested. Pretty basic, but sometimes overlooked.
First For Profit Board Seat
I joined that board as a result of my work on the North Shore Y Board. At that time I was the treasurer of the organization. I chaired the finance committee and the CEO of Beverly Bank, the predecessor bank, was an ad hoc member of that board so he was able to see me in action in a different context than he might have seen me had he just known me in my day job. Having worked with him, when a board seat opened up on his board, he asked me if I'd like to be considered
When you sit on a not for profit board you have an opportunity for people to see you in action in a different way than they may see you in your day job, they see you in the boardroom, and also you're often with board influencers, people who are either on corporate boards themselves, CEOs, people in the community who are willing to advance and endorse you.
Time Commitment as a board member
The NACD published a survey in the last year or so which indicated that the average director spends 248 hours a year, which translates into five hours a week on their board role, and as you know it’s not necessarily an evenly spread five hours a week.
Boston Club
The Boston Club is a woman's leadership organization based in Boston dedicated to advancing women not only in the boardroom, but into leadership roles.
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In this episode, Bridget Ross talks about her career in life sciences and her most recent roles: CEO of a medical device startup, and independent board member of a medical device company; the difference between her private and public company board experience; and the challenge of growing into two new roles during the pandemic.
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Quotes
Separating serving as CEO from Board chair - ChroniSense Medical
I felt that the separation of the CEO and Board Chair role would diversify responsibility. It's a good check and balance for the CEO to have a separate board chair to oversee, to challenge, to support, to help ignite things that are important and help move us forward, break down barriers and support me on those things, or to help put the brakes on if they think I'm going too fast on something.
Big Ideas/Thoughts
Independent Board member as Board Chair of startup company
The intention originally was to find the right independent board member, who would be a good fit for our board, help us build our company culture, and who would have a strong background to support me during this early stage of company growth.
We found a really strong individual who we believed would be a terrific addition to our board. Then I proposed to my two current investors/board directors - We've got a really unique person with terrific experience who's an MD, holds an MBA and MPH, has raised capital as an entrepreneur, sits on other boards, is local, with impeccable education, and is a terrific person! She also happens to be female. I think she’d make an excellent board chair for us and that we should seriously consider naming her so.
We were looking for a great independent director and found an amazing board chair!
ChroniSense Medical
“ChroniSense is a company I joined at the beginning of the pandemic. I signed on and started in February 2020, flew to Israel, met with the group and I was… really impressed with the investors I'd be working with and the leadership team … . Just great people [and] great talent; smart, creative, great problem solvers, and meaningful technology…”
…”the opportunity for ChroniSense … how to support transition from the acute care settings into the community-type care, remote care, and how can we help with chronic care support / the variety of conditions that need to have ongoing management…”
“… this is not a consumer device, it's not a health and wellness device, it's a medical-grade monitoring device that we will put through the FDA offering medical-grade, on-demand, in-the-moment detailed information.”
LeMaitre
“I met the LeMaitre team right around the time I joined ChroniSense Medical as CEO in the late winter of 2020, and when this opportunity came about, I wanted to make sure that I could tackle both my first board role and my first CEO role which were happening at the same time. Luckily, my main investors appreciated the value of their CEO having other responsibilities like this, building other networks, so they very much supported the opportunity for me to join the LeMaitre board.”
Fuqua School of Business
I was at Fuqua recently; I'd been asked to guest lecture the second-year students of the life science sector at Duke. The last question I was asked was: What were you most surprised about when you took on these two roles, as CEO of ChroniSense and joined the board at LeMaitre?
And I said, "…I was…surprised at how much fun it is to learn these two different things I'd never done before, how much I'm enjoying it, how much I'm looking at it as… another chapter, and how you can have so much joy in every chapter of your professional life - whether it's being a second year student as an MBA here at Fuqua School of Business at Duke, or whether it's… carrying a bag for the first time, managing people for the first time, moving to a bigger country or a bigger role or global role, leaving a company, going to another company. I guess what I found so amazing is how much I've learned and how much I've enjoyed the different opportunities I have been afforded."
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