Martina Owens has joined Milbank LLP as Chief Administrative Officer.
Ms. Owens is an innovative administrative and operations executive with strong facilities, real estate, and staff management experience.
For more information about Ms. Owens, click here.
Director Sarah J. Mitchell conducted and completed this search.
The Alexander Group, recognized as one of the country’s top CEO executive search firm, presents “Five Questions With Outstanding Leaders,” our interview series with visionary industry leaders. In this installment, Managing Director Sally King interviews Michael Caplan, COO of Lowenstein Sandler, discussing leadership style and advice for those seeking a Chief Operating Officer role at a large professional services or law firm.
Michael Caplan believes in diving in.
All in.
It’s how he connects with his team, peers, partners, and clients. Caplan is intentional about his leadership style, setting expectations and seeking growth opportunities. He interacts, listens, and strategizes with the goal of positively impacting his professional leadership team, attorneys, and firm.
With more than 30 years of experience in the accounting, financial, investment, and consulting industries and 20 years of corporate legal and law firm experience, Caplan takes a holistic approach to his role.
He combines his understanding of the business of law and his financial acumen with effective communication skills and a strategic approach to challenges.
Caplan joined Lowenstein Sandler in March 2024. A national law firm with over 350 lawyers based in New York, New Jersey, Palo Alto, Utah, and Washington, D.C., the firm represents leaders in virtually every sector of the global economy, particularly emphasizing investment funds, life sciences, and technology. It is recognized for its entrepreneurial spirit and high standard of client service.
Caplan believes Lowenstein is poised for exponential growth, and he is ready to lead the way.
Read on for Caplan’s “Five Questions With Extraordinary Leaders” conversation with King.
You recently joined Lowenstein but have served in this kind of role for over 10 years. How did you navigate your transition from Professional Services firms to law firms?
I’m a business-oriented COO, and I have a client’s perspective. This approach has served me well in corporations across various sectors and serves me well as COO at Lowenstein.
Learning about law firm culture requires an understanding of practice groups, building relationships with partners, and how these elements work together in a competitive industry. But effectively leading any organization requires knowledge of basic business principles: What is
demand? What is productivity utilization? How should we think about our business differently? Why is revenue different from profit?
Additionally, I am very focused on how the law firm’s professional staff should be involved in client development, specifically in areas of operational expertise. I take these basic tenets and incorporate them into what I call “the business of law.” At Lowenstein, we have even branded these as “BEST—Business Enterprise Solutions Team.”
As a law firm COO, I work with both the attorneys and the business professionals who support them to facilitate the firm’s success. Internally, we are a team, and every participant understands their own value —what each of us brings to the firm. Externally, we need to differentiate ourselves from our competition in an increasingly competitive environment. One of the ways we do this is by helping clients with their operational effectiveness and operational excellence.
Lowenstein was looking for a leader on the business side who could help them think about how the firm can grow and adapt in the future —across different categories and different work streams. I am now part of the leadership team that is discussing and planning how to scale the firm. This was a big part of what attracted me to join Lowenstein. After working in legal operations for two decades, this opportunity was more than being strategic. It is leading-edge and innovative, and leading a team that can engage in driving revenue and the business is pretty cool.
I relish having this seat at the table at Lowenstein, where the partners are eager to discuss best practices and growth strategies.
Recently, we’ve been focused on a strategic plan that leverages the business of law to serve our clients, our colleagues, and our communities. We are looking at lateral partner hiring, innovative technology and solutions, data and business intelligence, cross-selling, conflicts, and lateral partner hiring, and we are looking at these elements in new ways. This approach will enable the firm to grow, be competitive, and STAY competitive— not only in our tier-one practices but how across all of our different groups from a cross-selling, collaborative perspective.
What have some of your biggest challenges been in law firms? Having 20/20 vision in hindsight, what might you change, and what might you do exactly the same?
The role of a COO is different today than it was ten—even five years ago. A COO must communicate with partners so that the focus is on attracting profitable clients and efficiently running the business and practicing law. In addition to building a focus on lawyers, the firm must also invest in firm infrastructure and non-legal talent.
Today, we are seeing law firms that resist change. The COO can play a big role here. Firms have to allow their COOs to have a voice, and partners with senior leadership need to promote and mandate that the COO have a voice. A strong COO with excellent communication skills can bring the partners in and drive change. On the other hand, if a firm has a COO unwilling to get out in front of a partnership that’s not letting the COO get out front, it will be ineffective in taking its law firm to the next level.
It is important for any COO to establish relationships with partners so that they feel heard. Trust is very important. Once that is established, a COO can then effectively communicate to the partners how investing in the firm will help their practice. Any strategy will only be successful if the culture and partnership support it.
Currently, there is a highly competitive marketplace for clients and C-Suite leaders. I’m trying to hire chief officers, different levels of directors, and others within my professional staff with a strategic view of the business. Of course, every other law firm is seeking the same type of talent! However, Lowenstein Sandler offers an excellent proposition for highly qualified candidates because our firm truly values the opinions of its business strategists.
Now, looking back as an 11-year tenured COO of a law firm, I don’t get too bothered by the challenges that I faced earlier in my career. I’ve learned to take challenges in stride, reflect, and partner with other people to solve problems. I spend a lot of time with partners and our Chiefs brainstorming, strategizing and thinking about messaging and how to handle people challenges: how do we think holistically about where we want our teams to go and how do we get them there?
Running a law firm is not that difficult from an operational standpoint. But running a firm of partners and professional staff is the hardest part of the job. The people part of the job is challenging because you are literally managing “talent.” Every day can bring up new challenges from a people standpoint, but it is both challenging and invigorating as a leader.
What are some of the challenges you see on the horizon that you will need to address, and what is your game plan?
AI presents an opportunity, but it’s a challenge. Where do we begin? How much data do we have? What is the data that the clients have? How are we thinking about our rate structures? How are we thinking about our hiring plans? How are we thinking about leveraging our profitability model? How are we getting in front of these communication plans with our clients?
AI presents a significant opportunity to engage clients, attorneys, and professional staff, but how do we address this? What comes first, second, third? Every vendor has a solution. I get 500 emails a day from unfamiliar vendors who want to solve all my problems.
Our chairman, Gary Wingens, and our full leadership and strategic planning committee are very focused on AI information and innovation. That is how we are managing this roadmap of products, data, communication, and client relationships as we guide our firm’s growth.
The other challenge is the growth of the lateral partner market. As a competitive national law firm, we want to grow our practices and become a destination firm for our key practices with lateral partners. But we are competing with many firms for the same lateral partner hires. The challenge is how we continue to be that destination firm and grow with the strategic plan of lateral partner hiring; as COO, I have to evaluate how to scale my teams to meet our projected growth.
If we hire 200 lawyers in the next two-and-a-half to three years, how many BD people do I need? What does practice management mean? How do we manage paralegals? How do we look at conflicts? How do I look at my recruiting team? How many billers and collectors do we need? Yet, at the same time, how do you manage the expense growth before the revenue comes in when you’re making partners so you continue to be very profitable? This analysis requires a strategic view of how to manage the challenges of expense and investment, along with the revenue that will come in behind it.
What do you look for when hiring your chief team or people who will report to you, and how do you ensure you have a good mix of leadership attributes amongst your team? What is your leadership and communication style?
I believe that chief officers all need to have real leadership. To me, this is table stakes. I operate as a COO, and I manage a team of people, but it’s a very flat organization. I love to embrace leaders and resources at all levels because I really try to truly create career aspirations for the folks who are on my teams. I want my teams to invest in their careers. It is not just about title and promotion, but there’s responsibility. Learn the firm, learn the partners, learn the practices, lead at every level. I’m really looking for people that are hungry, people that love to work, are excited and have ideas, and are not afraid to talk about them.
What advice would you give someone wanting to be a COO at a large professional services or law firm? How does Lowenstein manage succession for these roles, and how do you think other firms manage that process?
First of all, my advice to somebody who wants to be a COO is that you have to really invest in getting to know that firm. You have to truly take on the job as an owner.
I tell everybody whom I hire to take the first six months to a year and get to know people, build relationships, learn the firm, go on a listening tour, get on airplanes, go to different offices, make sure you work out a lot because you’re going to have a lot of meals and a lot of coffee, but listen and learn. If you really truly want to be successful at the job of the COO, you have to build trust with your partners. And then you also have to build trust with your team under you, so that they will embrace you as the COO and keep you in the loop.
A reputation can be made or broken very quickly. You have to be willing to make those investments and sometimes sacrifices to be a very successful COO. The other piece of advice I would give is you’ve got to understand the financials. You have to truly get how the firm makes money, how we bill, how we collect, how we look at rates, how we price, what profitability means, what staffing and leverage utilization, productivity, demand go down the line, what is contribution? If you don’t understand the numbers of a law firm, it’s very hard to be a COO.
Brian Sakala has joined Akin Gump Strauss Hauer & Feld LLP as Chief Financial Officer.
Mr. Sakala is a highly regarded accounting and finance executive with a proven track record of delivering client value by leveraging key technologies, providing financial analyses and creating efficiencies.
Learn more about Mr. Sakala here.
Managing Directors John Lamar, Jean Lenzner and Director Sarah Mitchell conducted and completed this search.
Wendela von Munching has joined Clifford Chance as Chief People Officer.
Ms. von Munching has more than 25 years of strategic and operational human resources leadership experience with major multinational firms. Previously, she served as the worldwide Chief People Officer for Freshfields.
Learn more about Ms. von Munching here.
Managing Director John Lamar, Director William Lepiesza, and Senior Associate Anthony Ott conducted and completed this search.
Historically, the CIO role in law firms has required an innovative strategist with an ironclad technology background to drive success. However, as law firms and client needs continue to evolve in the wake of artificial intelligence and client needs and expectations, so does the legal CIO role.
A 2023 survey conducted by CIO Magazine reported that 47 percent of technology executives said security management and improving IT operations and systems performance were their top two responsibilities. Tasks such as business innovation, identifying competitive differentiation opportunities and business strategy were at the low end of the to-do list.
Fast-forward two years, and CIO feedback is changing along with expectations. CIO Magazine reports that the same technology leaders see driving business innovation as a top priority.
The surveyed CIOs said increased levels of business-focused strategic responsibilities will become part of their daily agenda, with technological emphasis being handed to other tech professionals within the firm.
It’s a sentiment echoed by The Alexander Group’s coterie of managing directors and directors, who have conducted dozens of CIO searches for law firm clients over the past four decades. We know the specific needs of law firm clients seeking forward-thinking CIOs who cover the tech infrastructure and bring leadership, communication, and innovative thinking to the table.
What will the expanded role of the law firm CIO look like in 2025, 2026, and beyond? Our team weighs in on this evolving role’s position requirements and responsibilities.
As the CIO role in law firms expands, so does the skill set required to excel. Today’s legal CIOs are expected to be more than just tech-savvy—they are strategic leaders, collaborators, and innovators. Here, The Alexander Group’s seasoned managing directors and directors share their perspectives on the essential qualities and evolving responsibilities that today’s top law firm CIOs must bring to the table.
“Today’s CIO possesses a combination of technical expertise and strategic leadership. They have become client-facing and seek ways to enhance the client and lawyer/employeeexperience.
Clients and lawyers are demanding innovative and cost-efficient technology solutions. Artificial Intelligence continues to dominate potential technology solutions, and although it’s in its infancy, it will certainly increase and automate various billable activities. However, it poses many challenges around ethics, security, and compliance.”
John Lamar, Managing Director, The Alexander Group
“Just as law firm marketing has evolved into strategic business development, so has information technology. Now, stemming from IT roots, you will find chief innovation officers, chief security/data security officers, and chief knowledge management officers roles. All of these require an understanding of technology, both firm-side and that of their clients.
That said, IT infrastructure and support are table stakes. The CIO role and these newer, evolved roles begin with understanding business and client relationships, actively collaborating with clients, and finding ways to make those client relationships sticky.”
Amanda Brady, Managing Director/Chief Client Officer, The Alexander Group
“In the past, CIOs were primarily concerned with the network and infrastructure side of technology, but that has changed considerably. Many firms now understand the applications, various databases, and ease of use by all constituents is a much more valuable set of skills.
The amount of data collected by law firms is huge, and this, coupled with cross-level cyber security and AI, means that a top-flight CIO has to have extraordinary technical skills and understand what solutions may help lawyers in the practice of law and business professionals run the operations of the firm.
The entire landscape is considerably more complex. An effective CIO must also be a strong teammate to other chiefs and an excellent manager of people who are perhaps not as blessed with good communication skills.”
Sally King, Managing Director, The Alexander Group
“The CIO role has been in the spotlight recently–from mitigating increased cyber-security threats and addressing client-driven information security requirements to shepherding and leading the migration to robust and reliable remote-work capabilities; to evaluating and deploying next-generation AI tools and pilot programs. And as a result, the level of institutional change management, business acumen, and firmwide strategic leadership skills have become equally important as technical expertise and operational know-how for top-tier CIOS.”
William Lepiesza, Director, The Alexander Group
“Law firms are increasingly hiring new CIOs. Historically, the IT function has been a critical operational function for law firms. The increasing demands on the technology function to be a driver of the business, as opposed to a supporter of the business, has led to a need for more business-savvy, forward-looking, strategic CIOs.
The job description has evolved from infrastructure, software, and support aspects of the CIO role to a much greater emphasis on information security and technology innovation (including, but certainly not limited to, AI).
Many of our law firm clients have created separate, peer-level Chief Information Security Officer and Chief Innovation Officer roles to elevate those functions and work arm-in-arm with the more traditional CIO.”
Sarah Mitchell, Director, The Alexander Group
The law firm CIO role is evolving to become a top-to-bottom position emphasizing strong internal and external communication skills and the ability to be nimble in all aspects of the role. The CIO is a vital element of firm administrative leadership and will have the opportunity to contribute to a firm’s future in ways not previously imagined or expected.
Progress and innovation lie at the heart of technology, making this time in the CIO life cycle more dynamic and challenging than ever before and setting the stage for what’s next.
Visit our website for C-suite recruitment services tailored to law firm leadership and navigating the evolving CIO role in law firms.
With 2025 just around the corner, we’re looking to the future of legal industry trends, anticipating and planning for what’s next. While we don’t have a crystal ball, we do have 40 years of executive recruiting experience, a deep well of data, and the trust of our clients, who express their leadership needs to us as they plan for 2025 and beyond.
Managing Directors John Lamar, Amanda Brady, and John Mann, Directors Sarah Mitchell and William Lepiesza and Senior Associate Anthony Ott share their thoughts and insight on expectations and trends for 2025.
John Lamar, Managing Director, The Alexander Group
“AI continues to dominate people’s thought process in making the firm efficient and profitable. Tech is a driving force, but it’s not where it needs to be. Everyone’s doing window dressing right now, hiring chief innovation officers, but in reality, firms are buying off-the-shelf software products. That will change in the years to come.
Another trend garnering attention concerns partners getting paid ungodly amounts of money. They are offered multi-year 25- to 30-million-dollar deals. How long can the industry sustain that?
I’m hearing a lot from chairs about work-from-home. It’s interesting in Europe; they all comment that everyone’s back 100 percent; the U.S. is the only country with three days in the office. It’ll be interesting to see what happens next year. Do firms hammer the idea of return to office? Maybe you will spend four days in the office, but you won’t be sitting at home on a Monday. The associates will give them the best work in the office, but the partners are not leading. It starts with them. They are in a bit of a conundrum. People are struggling with it. You have to hit them in the pocketbook so that people can start showing up.
Mergers and Acquisition activity is not slowing down within legal as the industry continues consolidating. A few firms at the top are leading the way–and there’s more to come.
Amanda K. Brady, Managing Director/Chief People Officer, The Alexander Group
“Synthesizing data to inform strategic growth. (Some) law firms are becoming more sophisticated around coordinated growth initiatives. Business intelligence is evolving beyond the typical matter, partner, or practice profitability analysis into deep dives into all that touches firm and practice growth. It combines knowledge management on the practice side with knowledge management on the business side, merging information from CRMs, experience databases, historical financial metrics, targeted industry research, and honest assessments of the firm’s talent. It’s all data. This is most successful at firms with cultures that allow their leaders to be innovative – not business as usual, set ambitious business goals, develop corresponding growth strategies, and pull the puzzle pieces together to make things happen.”
John Mann, Managing Director, The Alexander Group
“In 2025, strategic legal recruiting functions will be crucial for law firms, as they focus on proactively identifying and recruiting top talent with specialized skills aligned with client needs.
Artificial Intelligence will continue to impact the legal industry by automating routine tasks and enabling more efficient client service. It will ultimately transform how legal professionals work and deliver value.
In 2025 and beyond, law firms will continue to build sales-focused client development teams who generate revenue much like public accounting firms and are responsible for driving business growth by developing client relationships, identifying new business opportunities, and promoting the firm’s legal services.”
Sarah Mitchell, Director, The Alexander Group
“The return to office push/pull is still strong, but law firm leaders seem to be “over” the discussion. Unlike the trends we see with technology companies and banking, very few firms seem willing to implement any mandate. They are shifting to making the office space somewhere that lawyers and business professionals want to be—not with pizza parties, but fresh, thoughtfully designed office space that feels “alive” and opportunities to connect.
Discussions around generational differences are being discussed more forthrightly, and I think it might become more pronounced in the next couple of years. We currently have four well-defined generations working together, and they each tend to have distinctive attitudes concerning technology use, adaptivity to change, RTO expectations, dress, and communication. One law firm COO mentioned they have introduced training around generational differences as part of their professional development curriculum, and it has been well received and actionable.”
Bill Lepiesza, Director, The Alexander Group
“As I consider legal industry trends for 2025, I believe we will continue to see the rise and evolution of the Chief Innovation Officer role.
We will see the further integration of firmwide talent/strategic human resources functions across lawyer and business professional populations and the continued elevation in caliber, leadership expectations, and strategic value-add of law firm business executive roles.
Anthony Ott, Senior Associate, The Alexander Group
“Each year, there is a swing of trends. I anticipate seeing more Baby Boomers retiring, and vacant leadership opportunities will be available for those who have earned a right to be in consideration.
As work-from-home policies shift, so will their impact on the candidate pool. Jobseekers will be willing to explore new industries in order to receive job title advancement and increased compensation. Similarly, law firms will look at candidates from other professional services companies outside of their industry.
We will also see people on the move to improve their quality of life. As the cost of living increases, it may encourage people to explore opportunities in new cities for a better quality of life and employment opportunities. For example, people may be able to afford larger homes less expensive in major metropolitan cities, so they move to grow their families or be open to other career opportunities.”
Board member resignation—especially mass resignation—can destabilize a company, affect investor confidence, and disrupt shareholder relations. Understanding how to navigate these crises is essential for leaders, stakeholders, and aspiring board members.
News Item: All seven independent directors of 23andMe’s (NASDAQ: ME) eight-person board resigned en masse, leaving CEO Anne Wojcicki, co-founder, as its only director. Ms. Wojcicki reportedly owns more than 20% of 23andMe’s common stock and 49% of its voting rights. In their resignation letter, the independent directors said after working for months after Ms. Wojcicki announced her desire to take the company private, they had yet to receive a proposal from Ms. Wojcicki that was in the best interests of the non-affiliated shareholders.
Over the years, we’ve dedicated quite a bit of our blog real estate to board searches:
This article builds on that foundation to examine the recent 23andMe resignation and other examples of board upheaval. We’ll explore the role of corporate governance in managing these crises and provide actionable strategies to rebuild trust and stability after boardroom challenges.
A corporate governance system is the framework of rules, practices, and processes by which a company is directed and controlled. The corporate governance definition broadly encompasses the mechanisms through which an organization balances the interests of its various stakeholders, including shareholders, management, customers, suppliers, financiers, government, and the community. At its core, corporate governance ensures that a company operates in a way that is ethical, accountable, and transparent while striving to achieve its strategic objectives.
Effective corporate governance is essential for maintaining investor confidence, improving investor relations, reducing risks, and ensuring sustainable business practices. It often encompasses key elements such as board composition, leadership structures, decision-making processes, and shareholder rights.
By establishing clear guidelines and oversight mechanisms, corporate governance helps organizations like 23andMe and others navigate complex business challenges, align management strategies with shareholder interests, and foster long-term success.
When a mass board of directors resignation occurs, it often raises significant questions about governance, strategy, and accountability. As seen with 23andMe, such resignations typically follow disputes over leadership direction, shareholder interests, or internal communication. In these cases, the resignation letter from the board can provide critical insights into the root causes, whether they stem from dissatisfaction with the CEO, strategic disagreements, or broader governance issues.
Mass resignations can leave organizations vulnerable, requiring rapid responses to rebuild governance structures and maintain stakeholder confidence. This underscores the importance of proactive governance practices, clear communication, and a robust succession plan for board leadership.
After the news of the independent 23andMe directors resigning en masse, we knew another board-related article was in order.
The shareholders elect directors to represent them and play a pivotal role in maintaining strong shareholder relations through fiduciary responsibility and transparent communication. They owe shareholders a fiduciary duty of care (act in good faith, exercise reasonable business judgment, and effectively serve as the direct report of the Chief Executive Officer). Collectively, a board should work together cooperatively, collaboratively, and effectively to act in the best interest of the shareholders. When a corporation retains The Alexander Group to conduct a board search, we meet with the board or nominating and governance committees to discuss the experience and chemistry–both essential to being an effective board member.
In our years of conducting board searches, we have only been asked to replace an entire board once. For context, it was a wholly owned publicly traded subsidiary of the fabled Enron failure and took place in 2001. It’s fair to say this is a rare occurrence.
In the case of the 23andMe board resignation, the seven directors who stepped down in September 2024 said in a letter they had yet to receive “a fully financed, fully diligenced, actionable proposal that is in the best interests of the non-affiliated shareholders” from the chief executive after months of efforts.
Wojcicki responded to the resignations in a memo to employees, published in a securities filing, saying she was “surprised and disappointed” by the directors’ decision.
The genetics testing company went public in 2021 and reported a net loss of $667 million for its last fiscal year, more than double the loss of $312 million for the year prior.
A less high-profile but still stunning board of directors resignation preceded the 23andMe news in May 2024, when Gildan Activewear (NYSE:GIL) CEO Vince Tyra and the entire Board of Directors stepped down after three months in his role. Gildan is a leading manufacturer of everyday basic apparel, including activewear, underwear, and socks.
In the press release, the outgoing board said Browning West, an activist investor group, had secured replacements for the Board of Directors, effective immediately.
While Gildan had a backup board plan in place, as of October 2024, 23andMe’s Wojcicki is still the only board member. However, the company said, “We will immediately begin identifying independent directors to join the board.”
In truth, total board attrition is rare, but when something seismic occurs within the corporate board space, it’s worth considering the why—and the what’s next.
Matthew Scott, an editor at Chief Executive Magazine, offers the following suggestions to the now-defunct 23andMe board and other directors looking to maintain a healthy board.
The strategies of 23andme’s board and executive team over the last five years were ineffective, yet the two sides watched the stock price drop without making significant changes to stop the decline. This suggests a lack of urgency to correct the problems causing the poor performance, a lack of cooperation to address key issues as the stock price continued declining, or agreement on a series of failed strategies. Boards and CEOs must show greater urgency to preserve value for shareholders than seems to have been exhibited here.
How does a company’s stock price continuously decline, but the board and CEO don’t have substantive conversations about solutions? If the board and CEO are communicating transparently and effectively, especially in times of crisis or declining revenues/income, they are putting the company at risk. Board oversight includes recognizing when communication between the board and management is inadequate and immediately addressing it. Boards must insist on clear and effective communication between the board and management team to maximize their efforts to improve shareholder value.
According to the letter the independent directors sent CEO Wojcicki, her proposal stated that she would “oppose any alternative transaction” to taking the company private under the terms she proposed. Once the directors realized that the CEO and her affiliates had voting power to overrule the independent directors’ efforts to “fully assess whether there is interest from third parties,” they resigned. Sometimes, directors may have to reconsider how effective they can be at oversight when there is a majority shareholder. Virtually every executive who joins a board does so, expecting to have an impact. If board members can’t have an impact, they may find it easier to leave, individually or all together.
When looking beyond the headlines, it’s important to remember that 23andMe is a cautionary tale in several respects.
When a company goes public, raises a massive amount of capital, and is led by a former hedge fund executive, it generates lots of buzz. Despite the heady start, the company’s future is in doubt partially because of differences with the Board and the Board’s inability to prevail over a controlling shareholder.
There are lessons and questions here for both CEOs and board members. Those joining the board of a private or public company with a controlling shareholder should assess how the shareholder will work with the board. Can they challenge the CEO or the controlling shareholder? How will they negotiate conflict? Who are the other directors, and why are they on the board?
It’s better to ask questions, even the difficult ones, early on than to be left with an empty boardroom and no plan for the future.
For more information, visit The Alexander Group’s blog: The Loop.
Jason Hill has been named Chief Marketing Officer for White & Case LLP.
Mr. Hill has extensive, strategic, and transformative business development and marketing leadership experience. He joins White & Case from Goldman Sachs, where he served as Managing Director and Chief Operating Officer for Global Marketing.
Learn more about Mr. Hill here.
This search was conducted and completed by Managing Director John Lamar, Director William Lepiesza and Associate Pam DeLuca.
Truda Chow has been named Chief Operating Officer by Frost Brown Todd LLP.
Ms. Chow has extensive experience serving in highly impactful law firm leadership roles, and before joining Frost Brown Todd, she served as Chief Operating Officer for North America for Clyde & Co. and as firmwide Chief Operating Officer for Michael Best.
For more information about Ms. Chow, click here.
This search was conducted and completed by John Lamar and William Lepiesza.
In our ongoing series covering various aspects of attaining a board seat, we continue with tips on acing the board interview.
First Things First The Initial Interview with the Search Firm
The search firm will be vetting several candidates. Today, almost all board searches have specific functional requirements for which the search firm will look. Gone are the days when companies sought an astute business person who would mesh with the existing board. You will likely be competing with executives with similar talents and experience.
The recruiter will not review your resume in the same manner as if you were interviewing for an operational position within the company. Instead, the recruiter will look for the high points: What were your successes when facing challenges? What was the culture at your organization, and why did you make confident career choices? What was your reputation at each company where you worked? Are there explainable career gaps? The recruiter will pay particular attention to your interpersonal style, silently assessing if you would be a good fit and if your experience and skill set would complement the current board.
The recruiter will also want to discuss your past board experience and pose questions demonstrating your knowledge of a board and how it functions. I have seen many good candidates fall short of the interview by discussing “their desire to help management run the company better.”
We cannot say it too many times: directors do not help manage the company. They represent the interests of shareholders and provide oversight and guidance on issues such as creating and preserving shareholder value, executive compensation, enterprise risk management, CEO succession, and maintaining corporate integrity.
If you do not have public board experience, do some research. Ask your friends or colleagues who are board members what they were asked by the search committee and would ask of a prospective board candidate.
The recruiter will also confirm that you have the bandwidth to take on another role, autonomy over your schedule and that your company endorses you joining an outside board. You should have reviewed the board meeting dates for the next two years and confirmed your availability.
Speaking of time, I have two observations:
One red herring that a candidate is not the right fit for a public board is his or her accessibility. Board-ready executives know how to manage their time and calendar. Several years ago, while conducting a board search, an executive was very excited about joining my client’s board but was unable to discuss the opportunity by phone until the following month. My concerns increased after I scheduled a time to fly to Los Angeles to interview her at her office. Her assistant told me she would have only an hour to meet with me. Be mindful that if you are considering joining a board, you are excited about, demonstrate that you will invest the time at the front end with the search firm. This will help assure that adding this additional time commitment is the right decision for you and the company.
Lastly, the recruiter may ask if there is anything that a background check would reveal that could be an issue. Obviously, in addition to criminal records, the recruiter wants to know if you have been the subject of any lawsuits, especially a shareholder suit, and the subject of any SEC or other regulatory proceedings.
Company Interview – What You Need to Know:
1. It may be a lengthy process. Very few boards conduct searches with tight deadlines. Quite the contrary. I’ve conducted searches in which the timeline to complete the search was a year. Because retiring board members give ample notice, or, if a board is adding a new member, it may wish to consider a wide slate of diverse candidates. Additionally, the long process is simply a matter of logistics. Most board members and candidates don’t reside in the same city or where the company is headquartered. During my last board search, we flew the candidates and the nominating and governance committee to New York for candidate interviews. Only one out of the nine individuals lived in New York, but it was the most central and easily accessible location.
Your first meeting with the company could be with one director or the chief executive officer. It will likely be with a group from the company’s Nominating and Governance (N&G) Committee. We have previously written about how to ace a search committee interview; however, there are some twists for the N&G Committee interview, which I discuss in in the following points
2. The basics. Before you don your best suit or dressiest office attire, ask the search firm what the committee will be wearing. You will want to dress accordingly. Some candidates have gone to interviews in their most conservative suit only to find the N&G Committee dressed in khakis and golf shirts. On the other hand, one particularly self-assured candidate wore jeans to the interview and the board members all wore suits. You don’t want to draw attention for over or under dressing. Always ask and match your attire to those with whom you meet.
3. Preparation. In addition to reading the company’s financial documents, analyst reports and regulatory filings, it is critical that you connect with the company’s “product.” Visit the stores, eat the food, etc. Who are you meeting with? What is their tenure on the board? Take a step back and look at the board as a whole. Is it a long-tenured board? Is there frequent turnover? What apparent strengths does each member bring to the board? What are the company’s long-term plans? Where could you add value? Time spent reading the MD&A and Management sections in the company’s 10-K, about the directors in its proxy statement, and the responsibilities of directors in the bylaws will be invaluable.
4. Striking the right tone. As we have said, interviewing for a board position is different from interviewing for an executive role at a company. You do not need to discuss each position you have held throughout your career in granular detail, but give an overview of how you have increased earnings, introduced new products, restructured a company, led global expansions, etc. — how you have added value to the enterprise.
5. Use your time wisely. Assume you will be asked for a five-minute summary of your background. Avoid getting into the weeds. Highlight the strengths you bring to this board seat. For example, if a board is interested in you because of your turnaround experience, spend proportionately more time discussing that than your experience taking companies public. If this would be your first board role, highlight your interaction with the boards of companies with whom you have worked.
6. Interviewing with a Nominating & Governance Committee. The primary mistake many candidates make is not giving concise answers. It is also essential to make eye contact with each committee member when answering a question. Not only does it make everyone feel included, but it allows you to assess body language to see if you are talking too much or if there is a lack of interest in what you are saying. Don’t be afraid to say, “Please stop me if my answers are too long or if you want more detail.”
7. Giving feedback on the company. One possible question may be, “What is your opinion of our product, stores, strategy, or challenges?” Your answer will demonstrate how well you have done your homework. If there are weaknesses, you should point them out constructively and tactfully yet balance them with positives. You will be assessed on how well you can give constructive feedback without being abrasive. Conversely, some candidates make the mistake of being overly enthusiastic and gushing about a company and offering nothing but compliments. This can also be a disqualifier, as every company can improve in some area and board members must be able to offer balanced feedback.
8. Your reasons for being a candidate. We have addressed the issue of candidates understanding the role of a board member. But what should you not say? Your reasons for serving on a board should not be about you and what the position will add to your resume, career, or pocketbook. One board reported that a candidate wanted to retire in a couple of years and then fill his time with board positions, hoping this would be the first one. Instead, your motivation should be about how to add value and why the company has the product, challenges, or culture you identify with.
9. Ask questions. Your questions are as important as your answers. Ask questions demonstrating you understand the issues the board has faced or could in the future. Ask questions that will require answers by more than one board member and could potentially result in a deep discussion. Good candidates should demonstrate knowledge of the business, have critical thinking skills, and be collegial so that the committee leaves thinking, “I could see her on the board. She seems like a good fit.”
Final thoughts
Remember that the interview is on a two-way street. Regardless of how much you covet that first board seat, the time commitment is too expensive if you feel uncomfortable with or align with the other board members.
