From the Collective

What Wine, Noses and Questions have to do with Board Success

Zaina Orbai

Earlier this month, I had the privilege of joining twenty remarkable women for a Board Retreat organized by Operator Collective in partnership with Maggie Wilderotter and Baker Botts. The event was designed to accelerate our journey towards joining our first public and/or private company board. My fellow attendees were some of the most accomplished and diverse business leaders from all over the country, working in senior operating roles at highly reputable technology companies.

With the rolling hills of the Wilderotter Vineyards as our setting, we engaged in an active discussion around an intensive board curriculum developed and delivered personally by Maggie Wilderotter, former F500 CEO of Frontier Communications and Interim CEO and Chairperson at DocuSign who has served on over 50 public and private boards. A champion of diversity in the boardroom, Maggie has introduced over 50 women to BOD roles.  

To many, the inner workings of a public company board can be a mystery. Throughout two days of intimate and interactive sessions, Maggie openly shared her decades of experience as a leader in the room where it happens. Her honest and captivating stories provided the inside track for successful Board service. 

While there were many valuable lessons, here are a few takeaways.

Noses In, Fingers Out

It is important to understand the difference between what the Board is responsible for and what CEO/Management is responsible for. The bottom line: know the difference between operating versus advising. Even in public companies, too many new board members get this mixed up. The work of the board is advisory, not a transfer of power or authority. Effective boards operate with collective wisdom and influence discussion as a group of peers.  An easy rule to follow:  always frame your dialog using questions, not statements, to facilitate a productive discussion. Board members should build on ideas, ask thoughtful questions, exhibit respect, and be courageous when tough decisions are needed. The Board helps CEO/Management make strategic choices to create value, not just activity. You want to have both an outside in and inside out perspective to shape the strategic direction of the company to create shareholder and company value.

The Capital P in the Power of the Network 

Getting on a Board is a different process than getting an executive job and requires being strategic to secure the right seat. Do your homework: understand how your experience best fits with what a specific Board is looking for, create a Board Bio that showcases your expertise using the language of the BOD, create a target list of companies where your interest and experience align, and get to know other Board Members. The vast majority of directors appointed are known to either the CEO, Executive Management, other Board of Directors or a major shareholder; only 25% of placements happen via search firms. Many people don't realize that every public company is required to file an annual proxy statement which is available to anyone. In the proxy, you can look up all the directors (name, age, tenure, compensation, and committee membership) and leverage this data to your advantage to be intentional with who and how you build relationships. 

Make the Commitment from Day One

Board service is a serious commitment of time, energy, and expertise. Once you get on a Board, understand the culture, and come prepared to actively listen, learn and participate. Be broadly aware of all key stakeholder needs. Engage with other Board Members from other companies, socialize and stay in touch with fellow Board members between Board meetings, and make yourself available to the CEO and Leadership Team. And, engage with shareholders outside the proxy season to build relationships and solicit feedback with the intent to address key issues before they become proxy proposals. Be future-oriented – think oversight, insight, and foresight. 

Maggie’s intentional leadership, positive force, and authenticity were inspiring. As an added treat, we got a behind-the-scenes winery tour led by her husband. I made new friends in the Operator Collective community over delicious food, wine, and laughs to support one another on this journey. I found the retreat to be insightful, actionable, and enjoyable. We all know this is a hard combination to get right at any event. 

Thanks again to Maggie Wilderotter, Catherine Zinn, Pam Kostka and Anna Jacobson** **who made this happen! 

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