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Random dialogue clouds suggesting board member communication between several board members

Board member communication is a critical skill that can shape the effectiveness and dynamics of any board. From asking thoughtful questions to influencing decisions through collaboration, how an effective board of directors communicates often determines its success.

This guide is the third in our series exploring proven strategies for helping first-time and seasoned board members refine their communication styles and build stronger connections. If you missed our previous posts, you can find part one here and part two here.

6 Board Member Communication Tips

One of our readers suggested that you think of your first board as if you are being introduced to your spouse-to-be’s family. Maybe that is not the perfect analogy, but first impressions are hard to counterbalance should you make a mistake.

As a board director, how you communicate is just as important as what you do. Successful directors think before they speak and influence their peers instead of making demands. Continue reading for more expert advice on effectively communicating as a board director.

Question in the right way.

Think before you speak. Ask yourself:

What is my intent?
What is my objective?

One savvy director says he phrases his questions to promote discussion and allow the board to examine the issue more deeply.

You need not always ask the first question or make the first comment on a topic. There will be times when you can offer more by listening first to what others have to say. As we noted previously, refrain from asking questions merely to get information you should already have; in other words, do your homework so you don’t have to use meeting time to get up to speed. If you have unanswered questions, schedule one-on-one calls or meetings with the CEO or other directors before the meeting and during breaks.

Be time-conscious and make every moment count.

Know what matters and what does not because time is limited. One veteran director comments, “There is always a director who wants to monopolize the conversation and listen to himself talk. Don’t be that person.”

Stick to the essentials for effective board meetings and action. If the conversation derails, gently guide everyone back to the topic. Details matter and often merit discussion, but avoid “the weeds” unless the issue is the weeds. Those are better left to management.

Be open to adapting your board member communication style.

You will have a different kind of authority than a director on your first public board as a CEO, where you have the final say. A board meeting is not a staff meeting where you make unilateral decisions and assign tasks. One director, a managing partner at a private equity firm, confessed that after being on the board of portfolio companies where he didn’t have to share power with others, joining a public board required him to modify his style to stop giving orders and rely more on influence.

Because boards act collectively and not individually, effective directors must act through persuasion, convincing others of the merits—and the risks—of a particular decision. Becoming an influential board member requires understanding how other directors receive and process information. You will never finish refining your ability to influence.

Be careful about how you discuss previous experience.

Use your experience as an executive officer at other companies without constantly referring to it. As one director said, “It is very annoying for someone to continually say, ‘At ABC company, we always did this.’” Constantly bringing up your experience as an executive may turn off management and your fellow directors.

Instead, one veteran director suggests asking open-ended questions that compare strategies. “Could there be a better way to do this?” works much better than “At my company, we do it differently.” Balancing input and collaboration with others is one of the key responsibilities of a board member. This ensures that your experience adds value without overshadowing group dynamics.

Ask for feedback.

Director communication should be on a two-way street, not limited to the boardroom or committee room. Most boards have a formal director evaluation process; let that assessment be an ongoing process and seek out the views of other directors on a range of relevant matters. One of the most valuable things a new director can do is ask for feedback on their board participation after the first or second meeting. If you are talking too much, focusing on the wrong issues, or crossing the line on management responsibilities, learning it quickly to adapt is better. Seeking constructive feedback is a vital step in learning how to be a good board member, helping you identify areas for improvement and build stronger relationships with fellow directors.

Provide feedback—but do it respectfully.

After you have gained experience serving on the board, be a helpful leader to any new directors. An experienced board director suggests providing positive feedback to new board members by starting with positive recognition: “I like the way you did this. However, when you said that, you turned the management off. Is there a better way you could approach that?” Many first-time board directors may be insecure initially; the seasoned director has an opportunity to mentor and guide the new director to be effective. Understanding what makes a good board member involves fostering open communication, offering peer support, and continuously improving your ability to collaborate.

Effective Board Member Communication Can Enhance Your Leadership

Mastering board member communication is essential for building trust, fostering collaboration, and driving effective decision-making within any board. You can elevate your contributions and influence as a director by asking thoughtful questions, adapting your style, and providing constructive feedback.
If you’re ready to enhance your board’s leadership and find directors who excel in communication and collaboration, The Alexander Group can help. Contact us today to learn how our executive search expertise can support your organization’s success.

A businessman is trapped in his glass office by a surplus of discarded ideas on paper . His colleague in the next office is working more efficiently and is oblivious to him being trapped .

What do you do when you have hired someone who, once on board, is not a good hire? No one intends to make bad hiring decisions, but they happen for various reasons. Think Dr. Jekyll/Mr. Hyde.

We interviewed several leaders; interestingly, most offered the same advice: You will know if you have made a bad hire within three to six months—and sometimes much sooner, they agreed. Their recommendation? “Face the music and move on. Do not sit tight and hope that it will get better. Fault generally lies on both sides.”

“Nobody wants to fire anybody,” says Jeff Early, a 40-year banking veteran, “but it’s fairer for both the employee and the employer to resolve the problem quickly.”

Cut your Losses

Dan Bowling, Senior Lecturing Fellow at Duke Law School and former head of human resources for Coca-Cola Enterprises, responded typical of the group: “Cut your losses as soon as you can. In my experience, once you begin to have serious doubts, it is hard to reverse them. Your instincts are probably right.”

One executive we spoke to had hired a Vice President of Compensation, a generalist who emphasized compensation. The individual convinced the hiring manager that she could handle a compensation role and interviewed well with key stakeholders. She “Seemed like a good fit. References checked—she had tons of promise.” The hiring manager and candidate both acknowledged there would be a learning curve and that it would take some time to get her up to speed.

However, it quickly became apparent that she needed help to handle the stress of a new environment and the demands of improving her technical skills. Her mistakes added to her stress; she stopped sleeping, which compounded her ability to assess new information, and before long, it was clear that she could not manage the job. The hiring manager openly discussed with the individual how they both decided without having all the facts, and she was released with a two-week notice. “We hired one of the other candidates in the search, and it worked out well in the long run.”

Others could have been more successful.

One executive tells a grim tale of getting stuck with a bad hire: “A typical issue one faces is when a senior person is hired with the involvement of other departmental heads. You know a mistake has been made within the first few weeks—you see it daily. The executive might be satisfying the needs and agendas of those other constituencies but can’t do the job you need doing.”

Undoing a hiring mistake quickly can be difficult in a modern corporate environment because of the multiple constituencies involved in a key executive’s recruitment and selection process. Sometimes, Bismarck’s diplomatic skills are needed to convince the rest of the management team that a mistake was made.

“It took two years to manage his exit,” our executive added. “By then, the damage was done.”

Coaching

In the collective experience of the executives we surveyed, a company has rarely been able to reverse a hiring mistake. When it does happen, it is a magical synergy of the particular individual, their situation, and the complexity of the role.

Some respondents maintain that coaching the individual can sometimes save the hire. 360-degree assessments are highly effective tools for obtaining concrete feedback from others and addressing performance issues.

One executive told us: “Clearly communicate expectations and needed areas of improvement, define key measurable metrics to achieve performance objectives, document all activity and ongoing progress, and genuinely work with the individual to help them embrace the role and deliver desired results.”

Other times when coaching can save the hire are when circumstances change beyond the individual’s control. For example, a person may be assigned a new manager, a new CEO may have a different strategic vision, or the company may be sold or make an acquisition, and suddenly, the newly hired executive may not be a fit.

One executive recalled hiring a Vice President of Human Resources who was a superb cultural and technical fit. However, six months after he joined, the company acquired another company with extensive international operations. The new Vice President of Human Resources had yet to gain international experience and would not have been qualified for his role in the now-global company. The company and the individual used coaching, added support, and training to allow the individual to keep and excel in his expanded role.

However, if the issues are exclusively about style or cultural match, coaching someone to fit into the organization is harder.

Move the Person into Another Role

Carved into another moved function or position that might provide a better fit? Our surveyed executives agreed that this works on occasion. For example, suppose there is a personality conflict with the hiring manager, but there is a comparable role in another region or business unit. In that case, it is possible to transition the person successfully. However, “there are not many second chances in most companies,” one executive cautioned us.

Mr. Bowling added his caution: “Another position in the organization might be a better fit, so make a good faith effort to look for one. But don’t transfer your problems to someone else—that is unethical and will destroy your credibility in the long run.”

Learn from Your Mistakes

What was your mistake? Was it hiring too fast? Ignoring red flags because you personally liked the individual? Being so wooed by a track record that you ignored cultural fit? Do you need more adequate due diligence?

Most of our respondents agreed that many of their hiring mistakes proved an opportunity to re-examine their hiring process. And yes, you need a structured hiring process that defines what you seek, aligns the interview team, includes behavior-based interviewing, and ensures due diligence.

“I once had a boss who said, be slow to hire, quick to fire,” adds Mr. Early. “That’s trite, but, looking back, I should’ve heeded that more often.”

Realize also that a batting average of 100 percent on new hires is unrealistic and shouldn’t be expected. Jack Welch, former Chief Executive Officer of General Electric, said, “New managers are lucky to get it right half the time. And even executives with decades of experience will tell you they make the right calls 75 percent of the time, at best.”

And when you do make those mistakes, don’t be afraid to admit them. Just try not to repeat them.

This article was initially published in November 2011 and updated in September 2018.

Illustration of teamwork with gears and lightbulbs symbolizing innovation and collaboration, supporting executive job search tips.

Executive job search tips can make or break your chances of landing a leadership role, especially when working with executive job search firms and experienced recruiters.

We’ve written advice on how to best prepare for, maximize, and manage meetings during a search process, whether with a search committee, a board of directors, videoconferencing, or a conference call.

Understanding executive job interview tips and showcasing qualities of professionalism are essential steps in setting yourself apart from other candidates. After all, professionalism in the workplace isn’t just about appearances—it’s about ensuring your actions align with your words and reflect your capabilities as a leader.

How to Lose Jobs and Alienate Interviewers

Generally, most successful senior executives are adept and experienced at the executive search process, but not all. And the exceptions have stood out vividly. Here are a few real-life examples of executive behaviors that have left these executive search professionals less than impressed.

Four Insights to Help You Succeed in the Executive Recruitment Process

Match your talk to your walk.
Little things make a big impression.
Where was I? Oh, yes…Stay on point.
Where there’s a will, there’s a way.

Match your talk to your walk.

How you conduct yourself during the search process speaks volumes about how you engage as a professional and business leader. It is an opportunity to “walk the walk,” not just “talk the talk.”

A Chief Operating Officer may say that he is “highly analytical, data-centric, and impeccably precise,” but if he repeatedly asks for schedules and agendas to be re-sent, does not remember the names of people he has met with, product lines, or critical business metrics; and (despite multiple corrections) continues to bafflingly mispronounce the company’s two-syllable name—your actions are speaking louder than your words.

Likewise, if you’re

a Chief Information Officer who has never used FaceTime, WebEx, or Skype;
a Chief Communications Officer and your resume is one solid block of text with mismatched fonts;
a Chief Accounting Officer and can’t work out the calculations on a travel reimbursement form,

you aren’t projecting the level of functional expertise commensurate with your profession.

Little things make a big impression.

Details matter, and making sure the fine points and “little things” are covered and done correctly is essential for success—as a Chief Executive Officer candidate recently learned. Having spent days and weeks flawlessly preparing, she called in a panic two hours before her final meeting with the board after realizing she had mistakenly flown to the wrong city. She was not selected for the role.

We recognize that many employers no longer require regular formal business wear in the office. However, it was clear that a candidate was not ready for prime time when he arrived to interview in a suit that had been out of use for so long that dusty coat hanger creases were permanently etched into the shoulder blades.

My colleague Jane Howze describes a search committee search she ran a few years ago: “The committee was deadlocked between two outstanding candidates. What broke the deadlock was that one of the candidates answered questions with ‘What WE need to do,’ while the other candidate responded with ‘What YOU all should do.’”

Small stuff? “Absolutely,” Jane agrees, “but one candidate had already aligned herself with the organization.” She was offered the position. Demonstrating business professionalism means being detail-oriented and prepared, ensuring that even minor oversights don’t overshadow your otherwise strong candidacy.

Where was I? Oh, yes…Stay on point

While the best leaders in their fields have a clear and tangible passion for their work, savvy executives also know how to express that passion in proportion to the receptiveness of their audience and the purpose of a discussion. Do not frantically whiteboard ideas like Russell Crowe in “A Beautiful Mind” to explain your vision. Instead, be nimble and calibrate your message to your audience.

Relatedly, it’s always important to remember to stay on point—especially if you tend to go off on a tangent. If the visual representation of your response to a simple question looks like this…

“I arrived at the firm to lead a significant turnaround; revenue was down 20 percent.”

“I joined on the same day as the firm’s new General Counsel. She had come to the firm from IBM. My brother once worked for IBM. He lives in Wyoming now. I’m headed to Wyoming in two weeks for a vacation. Three years ago, my wife and I vacationed in Paris. It was a nightmare getting there. Our original flight out was canceled, etc.”

…then, your ratio of digressions to relevant points needs inverting.

Where there’s a will, there’s a way.

Scheduling meetings between hyper-busy executives is always challenging. Most of us have calendars and schedules bursting at the seams. However, offering a 45-minute window of availability during June does not demonstrate priority, flexibility, or your willingness to participate in the process.

Along the same lines, constantly demonstrating to a company that you are “pleased where I am,” that it would “take something extraordinary for me to leave,” or that you “could not imagine a better situation than I currently have,” rather than demonstrating why the organization needs you, will not motivate a company to take those “extraordinary” steps.

As we have said before, it is always crucial to “stick the landing.” Sending thoughtful thank you notes to follow up after meetings can be a differentiating touch. Just be sure you have the correct email addresses and that the note to Phil Jones, Firm X, Managing Partner, doesn’t accidentally go to Phil Jones, Firm X, Database Intern.

Mastering Executive Job Search Tips for Success

The executive job search process requires attention to detail, professionalism, and strategic preparation. Avoiding these common missteps ensures you present yourself as the polished leader organizations seek.

While the best executive job search sites can provide helpful tools, partnering with experienced executive search professionals like The Alexander Group offers personalized insights and guidance beyond what online platforms offer.

For more executive job search tips, follow The Alexander Group on LinkedIn and explore our blog for additional resources to advance your career.

To recruit middle management executives successfully, organizations must focus on strategies that identify candidates with high potential and long-term leadership capability. This executive leadership recruiter’s guide outlines four essential tips to help you attract and hire middle-management talent who can drive growth and scale with your organization.

Why Recruiting Executives from Middle Management is Important

We’ve addressed the importance of succession planning. We related that the stress associated with a leadership change is inversely proportional to the amount of planning an organization undertakes for its leadership transitions. Many organizations mitigate the uncertainty of a leadership transition by developing a mid-management executive bench of possible successors to avoid the need to recruit management from outside the organization.

Arrow pointing up if you use our 4 tips to Recruit Middle Management Executives

Recruiting high-potential middle-management executives can immediately add value and long-term leadership options. The Alexander Group (TAG) searches for managers poised to climb the ladder to the C-suite and who can scale as an organization grows.

Who are middle managers?

Middle managers bridge the gap between senior leadership and frontline employees, translating strategic goals into actionable tasks while overseeing daily operations and team performance. They are critical in shaping organizational culture, driving change, and mentoring future leaders. Their deep understanding of the organization’s culture and team dynamics makes them invaluable in recruiting executives, as they can identify candidates who align with both technical needs and long-term goals. By involving middle managers in the recruitment process, organizations gain a more holistic evaluation of candidates and ensure a smoother transition for new executives.

How To Recruit Middle Management Executives

The following is our advice for recruiting managers with high succession potential:

Include members of the executive team in the search process.
Expand the position’s responsibilities to attract up-and-coming senior executives.
Look outside of the box.
Develop a comprehensive recruitment strategy that includes passive candidates.

Include members of the executive team in the search process.

Too often, senior executives delegate middle-management hiring and need more involvement in the hiring process. Participation is limited to a brief interview, often during the candidate’s final round of interviews. When interviewing a candidate, senior executives must take the time, free from distractions, to assess the candidate’s long-term leadership potential, experience, and credentials. Also, consider including other executive team members who can offer a different perspective and confirm the candidate’s leadership potential.

One of our clients, the CEO of a global industrial manufacturing company, participates in the initial interview of a middle-management candidate and subsequently meets the candidate again for dinner. His time signifies to the candidate that they have high potential and are long-term hires. He believes that “you can learn a lot about a candidate, who they are, their management philosophy, and what kind of leader they are” in an informal and personal setting.

Expand the position’s responsibilities to attract up-and-coming senior executives.

Consider expanding the position’s responsibilities by incorporating higher-level responsibilities that would attract candidates driven by growth opportunities and success. Discuss expanding the role with other leadership so that everyone is on board. In addition, be prepared to discuss the position’s short—and long-term objectives and development opportunities with the candidate.

We recently recruited the Controller for a national law firm whose Chief Financial Officer will likely replace the firm’s Chief Operating Officer when she retires in two years. The Controller will be an internal candidate to succeed the CFO. With this in mind, the CFO delegated some of his critical strategic responsibilities to the Controller and shared the role of presenting quarterly presentations to the partnership. This gives the Controller higher visibility, credibility, and the opportunity to establish a rapport with firm leadership.

Look outside of the box to recruit middle management executives.

Rather than narrow the focus on industry-specific experience, senior recruiting managers should consider expanding their search to include different industries and geographic locations. As we blogged a few years ago, companies continue to find value and impact in recruiting from outside their industry. Depending on what the manager is being brought on board to do, cultural leadership and functional skills may be more important than direct sector or industry experience.

Develop a comprehensive recruitment strategy that includes passive candidates.

Many exceptional managers are challenged in their current positions and must look at the job market actively. They need to review postings on career sites and send their resumes to search firms, but conventional recruitment methods miss them. Work with an executive management recruiter to identify passive candidates with a track record of accomplishment and experience leading high-performing teams.

As TAG Director Sarah Mitchell wrote,

“The role of the recruiter is: connector and communicator who can help a client define a clear picture of the type of person and the skills required for a critical role, and then in turn identify, recruit and educate an ideal executive about our client and the opportunity.”

As Ayn Rand said, “The ladder of success is best climbed by stepping on the rungs of opportunity,” the key to recruiting middle management executives with high potential is to create the ‘rungs of opportunity’ in the position.

Recruit Middle Management Executives for Success

Building strong leadership and driving organizational growth means companies must recruit middle management executives from their ranks. Whether you’re an organization looking to attract high-potential talent or a middle manager ready to take the next step in your career, these strategies—engaging executive teams, expanding role responsibilities, broadening search criteria, and targeting passive candidates—can help align the right opportunities with the right people. If you’re seeking top middle-management talent or are a candidate ready to excel in a leadership role, contact The Alexander Group today to explore how we can support your goals.

Illustration of a businessperson holding a clock, emphasizing punctuality as part of executive search best practices.

We recommend following executive search best practices to our clients because they also play a pivotal role in securing top talent. So, to ensure a successful hire, companies must treat executive search as a partnership, valuing the experience as much as candidate qualifications.

One important point we make is that early impressions can greatly influence a candidate’s enthusiasm for joining. This guide will help you, as an executive search firm client, understand the key actions and strategies that contribute to making a strong, positive first impression on the most qualified candidates.

First Impressions in Recruitment

The executive search process is a two-way street. While much attention is given to candidates making the best first impression, clients need to remember that they need to nail that first impression, too. A critical part of effective executive recruiting strategies is ensuring that clients present themselves as a desirable workplace, making early interactions meaningful and productive.

Successful searches are built on a foundation of open communication. Before interviewing a candidate, a client should provide as much access as necessary to its executive search partner so that the team, company culture, and other essential details about the opportunity are accurately represented to the candidate.

Six Executive Search Best Practices for Employers

Be on time.
Give a candidate your full attention.
Do your homework.
Guide the process.
Details matter.
Roll out the red carpet.

No matter how much information a candidate provides, the initial meeting is still a make-or-break event, dictating whether a desired candidate wants to continue on in the executive recruitment process. There are several simple but essential points for clients to remember to ensure they make the best first impression possible.

1. Be on time.

One client of ours – a senior hiring executive for a multi-billion revenue technology company – valued punctuality in the extreme. If a candidate was even a few minutes late, regardless of mitigating factors, they were stricken from consideration. The client’s reasoning was that arriving on time demonstrated the depth of professionalism, preparedness, and respect for the hiring manager that a candidate possessed.

We wouldn’t go so far as to expect a candidate to withdraw if a hiring manager is a few minutes late. However, one important client interview tip is to ensure interactions start on the right foot, avoiding situations where a candidate waits alone for 30 minutes in a vacant lobby.

2. Give a candidate your full attention.

We’ve heard horror stories from candidates where client interviewers read and respond to emails on their desktop PC for extended periods during the meeting. Candidates are giving their time – when they could be responding to emails, doing critical work, etc. – and commitment to the meeting. The client should show appreciation for the situation and similarly fully engage themselves.

3. Do your homework.

Top candidates perform in-depth due diligence before an interview; clients should do the same. Starting a meeting by saying, “This is the first time I’ve had a free minute to look at your resume” to a candidate doesn’t reflect how busy you are but rather the level of respect you are showing to the candidate. Top search firms provide concise, detailed appraisals of a candidate in addition to their resume, and it is critical to take the time to review those documents prior to the meeting.

4. Guide the process.

A good candidate listens first and will look to you for indicators. Be clear on the essential points you want to cover in your allotted time. Many clients must spend more time thinking through or planning the interview session. When familiarizing yourself with the candidate’s background before the meeting, think through precisely the interview goal – what are you trying to learn, and how will you ensure that you do so?

5. Details matter.

Typical business attire at the company may not be a suit and tie, but don’t show up to the interview looking ready for vacation. Again, the candidate is investing significant time in the search process and evaluating all the cues they can from you. The condition of your office, how you carry yourself, and other non-verbal indicators speak volumes to a candidate about you and your company.

6. Roll out the red carpet.

That cross-country relocation looks a lot more palatable when an organization shows it truly cares and makes the candidate feel special. If a client is putting all their effort into showing how much they value and respect the candidate’s participation in the process, the candidate may only stay in the process for a short time.

First impressions aren’t everything, but by making a great one, a client ensures they are in the best position possible to eventually welcome that top candidate on board.

Mastering Executive Search Best Practices and the First Impression

Following executive search best practices is essential not only for attracting top candidates but also for ensuring a smooth and successful hiring process. As an executive search client, your actions, preparation, and the impression you create during initial interactions are all decisive factors in an executive search strategy.

By treating the executive search process as a collaborative partnership, showing respect for candidates’ time, and committing to making a strong first impression, you put yourself in the best position to welcome the ideal executive into your organization. Remember, the investment you make in the process is a reflection of the quality of talent you’ll attract—and following these best practices will help you achieve hiring success.

You’ll find more information on our C-level search firm on our website.

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.

What Is Corporate Governance?

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.

Handling Mass Board of Directors Resignations

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.

Board Member Resignation: A Rare but Impactful Event

23andMe saliva collection kit for health and ancestry testing, highlighting the corporate challenges following its board member resignation.

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.”

Learning from a Recent Board Member Resignation

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.

Urgency To Improve Company Performance

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.

Monitoring of Communication and the Relationship Between the CEO and Board

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.

Understand the Voting Structure of the Board

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.

Reflections on Corporate Governance Challenges

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.

International Women’s Day is not just another Hallmark card-inspired commemoration honoring our godparents, dogs, cats, cousins and anyone else that would generate business for florists and candy companies. International Women’s Day recognizes and celebrates the social, economic, cultural and political achievements of women. It is not identified with any particular country or political party, although it is a call to action to accelerate gender equality.

Most non-women or non-activists look at this holiday only in passing. I find it useful to view it in its personal (to me) context. After all, we do create and plan our desired futures against the backdrop of our pasts.

Looking Back

When I started college, my family’s greatest hope for me was that I could someday be a secretary for a president of a company. Sure, that was only 45 years ago, but that gives you a perspective of what the landscape was for women entering the workforce.

I did well in college, majored in Economics (one of only a handful of women doing so), and applied for management training jobs with banks in major cities that had night law school and MBA programs. I was hired by the largest bank in Houston as one of three female management trainees out of a class of 50. We were paid less than men and our rotational assignments tended to be more administrative than credit underwriting. When I applied for a position in the bank’s national department I was turned down because the position would involve travel, and how could a woman travel with a man co-loan officer?

Once I was promoted to loan officer (one of the first with the bank) I had men customers who said “I refuse to ask a woman for money.” It seems almost laughable now, doesn’t it?

I was a loan officer by day and a law student at night, and then joined a law firm as the third woman attorney of a then 40-lawyer firm. After four years of practicing law, I entered the executive search realm joining behemoth Korn Ferry. At the time there were 200 male partners and two female partners.

Korn Ferry was no different than any other executive search firm. C-suite executives were men and gave search work to the men they hunted with, the men they’d served with in the military, and the men they knew. Their executive world had few women. I was once turned down for a search because I was not a member of the exclusive, all-male Jonathan Club in Los Angeles while my competitor was. Many times, in the early days, clients instructed us “we only want men for this role. Nothing against women, but they would not feel comfortable here.” Sometimes they were right, but mostly they were not.

And Here We Are Today

A lot has changed in the 40 years since I entered this endlessly challenging and fabulously fun industry, as it has in the business world generally. Women partners are common, though still not in the majority. A number of law firms and professional service firms have women chairs. Two women ran for President of the United States this election season. Thirty-seven of the Fortune 500 companies have women CEOs, an increase from 24 in 2018. All of the Fortune 500 companies have at least one woman on their board, which happened for the first time last year.

But Still

As far as women have advanced, the numbers do not lie, and they are a worrying group of numbers. Although the number of woman CEOs of Fortune 500 companies has increased, the percentage of women in these roles still accounts for only 7 percent of the whole. Research has found that resumes from women or minorities do not get as positive a response as men’s resumes. Women in the United States still make only $0.79 for every dollar men make, and that does not include bonus compensation, which widens the gap. Most of the discrimination is subtle.

Women frequently are characterized as abrasive and ball-busters (even though it is sometimes meant as a compliment), but men are labeled as forceful leaders. Looking at our presidential race, Senator Amy Klobuchar was described as abusive to her staff while Joe Biden, who is known to have a temper, was described as a demanding boss. This comparison may not be identical, but the words struck me as gender-loaded.

Although not determinative, it is illustrative: the House of Representatives did not have a women’s restroom until 2011 even though there were 76 female representatives at the time.

On the worldwide stage, the news is even more disheartening, as the latest World Economic Forum Gender Gap Report now estimates it will take a staggering 257 years to close the gap on economic participation for women – compared to 202 years in last year’s report. Only 16 women lead the 243 countries of the world.

Moving to a Future of Gender Equality

There is much to be done, and I sometimes wonder if I am being unfair to the cause by being grateful that so much has changed for me in my lifetime, and for the most part I am not judged by my gender. And indeed, women executives younger than I are much more impatient and frustrated about the lack of gender parity. As one wise, rising young executive said, “You have to look at the issue individually, collectively and globally.”

Too often, women executives have been assigned to a group or task force to improve gender equality, only to find it all women. Until men take ownership of the issue as well, we are spinning our wheels, they lament. They are disheartened over handling the majority of the childcare and household responsibilities while climbing the career ladder. Another common complaint is that grey-haired men with wrinkles are lauded as distinguished where women with grey hair and wrinkles feel pressure to look young and attractive.

However we look at the current state of affairs, women who have achieved any measure of gender equality must now help others and the cause. Men, you have a role, too. Here are my suggestions:

Hiring, hiring, hiring. If your company engages a search firm, insist on a diverse candidate slate. Hire diversity search firms or firms with a record of identifying and recruiting diverse candidates. While quotas do not work, be willing to be less rigid about diversity candidates. If candidates apply for positions by resume, consider ways to make all resumes blind resumes.
Mentorship. Evaluate your company’s turnover. Is it disparately women and minorities who are leaving? Why? Create mentorship programs that will provide opportunities for women and minorities to connect and seek advice from senior men and women with experience and knowledge.
Sponsorship. Mentors advise; sponsors advocate—there is a need for both. As a senior leader (male or female) in your organization, identify a female rising star. Campaign for your protégé; use your organizational capital to push for visible, high-stakes assignments; provide support for risk-taking; and push for this person’s promotion.

Maternity Policies. Put policies in place to help families—not just women—deal with childcare. What can be done to assure that you retain women managers without their falling off a career track?
Educate. We all have an obligation to deal with our hidden biases. Yes, the ones where we call women “difficult” but men “forceful.” Women are women, not girls—a lesson many men and some women have yet to learn. It is especially painful to me to hear women refer to themselves in the workplace as girls. This is so disempowering. We all have these biases, and companies that develop ways to acknowledge their existence, and work through them will be leading the way to gender equality.
Everyone benefits from a more gender equal society. Let’s use International Women’s Day to forge new pathways through this challenge.

Rob Perez is a biopharmaceutical operating executive with more than 30 years of experience in the industry. He currently serves as an Operating Partner at General Atlantic, a global growth equity firm, providing strategic support and advice to the firm’s life sciences investment team and portfolio companies. Rob was President and CEO of Cubist Pharmaceuticals, Inc. before its sale to Merck in 2015. Before joining Cubist in 2003, he served as Vice President of Biogen, Inc.’s CNS Business Unit.

Rob is the Founder and Chairman of Life Science Cares, an organization providing human and financial capital from the life sciences industry to the best non-profits working to alleviate the impact of poverty in the US. Life Science Cares now operates in Boston, San Diego, Philadelphia and the San Francisco Bay Area.

Additionally, Rob is the co-founder of Biopharma Leaders of Color (BLOC), a community of leaders united to advance the success and access of under-represented people of color throughout the life sciences industry.

Rob also serves on the Board of Trustees of The Dana Farber Cancer Institute.

In 2022, Rob was selected by STAT News as one of 46 inaugural members of its’ STATUS List, which was described as “the most definitive and consequential accounting of leaders in health, medicine and science”.

We are honored to have Rob contribute to our blog. This is the second installment of a two-part series exploring the energy it takes to be different in a work setting and how to maintain your authentic self, while also working hard, consciously and unconsciously, to fit in. You can read his first entry here.

I can speak from firsthand experience there are times when it can be overwhelming to try and consistently be the person others expect you to be, all the while disguising the exhaustion that it takes to perform the daily charade of adapting your authentic self to try and fit in.

Thanks to an evolving journey of therapy and mental health resources (especially meditation), mental wellness is currently within reach for me, but I admit my thoughts have sometimes spun out of control, and led me to some very dark and scary places. The challenge of navigating a professional and personal world where the person most people think they know is a character that I have to summon significant energy to perform, each and every day, has taken a toll on my mental health that I am still working to understand.

This admission is submitted here not to enlist your sympathy, but to help you better understand what the only woman in your boardroom, or the one person of color in your department, or the LGBTQ person on your team, may be going through, even if they appear happy, and you have no perception of their internal struggle. I also hope it will allow those who are dealing with similarly destructive thoughts like I have experienced, to confidently and without shame, gain strength in knowing you are not alone, and also to garner the courage to seek the help that may be needed to understand this internal conflict.

I still believe in the words I wrote several years ago, that difference is “ the atom upon which virtually every achievement is built, and maintain that we should celebrate those who “ embrace difference in their pursuit of greatness, …and are never comfortable with the security of “same”…

I just wish I had ended with a caution that it is critical that we understand and are aware of the toll that difference can take on our mental well-being in today’s complex world. I sincerely hope all who view themselves as different will realize without shame or selfish pride, that our operating system may need some assistance in order to sustain the energy required to achieve the very real benefits that difference can provide.

We are just a couple of months away from Mental Health Awareness month in May, but if you are struggling with thoughts or feelings you don’t understand, or feel like you are experiencing anxiety, depression, or a loss of control, you are not alone. There are resources that can REALLY help.

Talk to family. Talk to friends. Talk to a professional. Take the risk…Trust me, wellness is worth it.

Rob is the Founder and Chairman of Life Science Cares, an organization providing human and financial capital from the life sciences industry to the best non-profits working to alleviate the impact of poverty in the US. Life Science Cares now operates in Boston, San Diego, Philadelphia and the San Francisco Bay Area.

Additionally, Rob is the co-founder of Biopharma Leaders of Color (BLOC), a community of leaders united to advance the success and access of under-represented people of color throughout the life sciences industry.

Rob also serves on the Board of Trustees of The Dana Farber Cancer Institute.

In 2022, Rob was selected by STAT News as one of 46 inaugural members of its’ STATUS List, which was described as “the most definitive and consequential accounting of leaders in health, medicine and science.”

We are honored to have Rob contribute to our blog. His two-part series explores the energy it takes to be different in a work setting and how to maintain your authentic self, while also working hard to fit in.

I wrote an article several years ago about the value and benefit of being different.

While I stand by the point of view I expressed at the time, that difference can be a “super power”, my appreciation has grown for how difficult it can be for those who are different than the vast majority of their colleagues in work and social settings.

As I read that blog now, I admit I significantly under-represented the challenges of trying to maintain your authentic self, while also working hard, consciously and unconsciously, to fit in.

By way of example, I recently had an all-too-familiar experience of engaging in a candid and deeply emotional mentorship conversation with a young person of color, who was trying to navigate a work environment very foreign to her. She was working exceptionally hard to try and fit in, and expending a ton of energy doing so. Within minutes of the initiation of our conversation, after communicating to her I recognized how amazing she is (not hyperbole, she REALLY IS amazing) and that her authentic self was extraordinary and worthy of admiration, she was trying to hide her embarrassment because she had broken down into tears for a reason neither she nor I could completely understood.

I was struck by how frequently these emotional (to the point of tears) discussions occur when I work with people who are trying to fit into an environment in which they are different than the vast majority. It reminded me of how often, both now and especially earlier in my career, I have also been on the verge of a surprising break down when I have to summon and sustain the energy to perform in a setting that is unfamiliar and uncomfortable.

As I contemplated this phenomena, it struck me that it might be insightful to explore my own thoughts about the energy that it takes to be different in a work setting. My goal is both to appreciate and recognize the challenges that my diverse colleagues endure on a daily basis, and also to highlight and enhance the awareness and sensitivity of my majority friends, to the very real hurdles that must be overcome by those who are trying to adapt to an environment that isn’t second nature.

I’m often in business and social settings where my ethnicity and socioeconomic and/or academic pedigree are different than most of the people with whom I interact. However, difference can be many things to many people. Race, gender, sexual orientation, socioeconomic background, education, physical appearance, age, introversion/extroversion, physical or mental disability, geography/national origin, or even a perceived lack of happiness and success relative to others who present an over-hyped version of their lives on social media, are all examples of areas in which feelings of difference from the majority can make things complicated in a work or social environment.

Difference is not “in the eye of the beholder”….it is defined and experienced by the person his/herself, and it is never right or wrong. It just…is!

The best way I can describe operating with this feeling of difference is that it is similar to a computer laboriously running at full power just to accomplish a basic task. Customized computers that have been designed since inception to accomplish the task use much less energy and computing power, because they have been wired and programmed to operate in this environment since the day they were built.

Computers with different wiring can still get the job done, but it takes extraordinary CPU energy to do so, because the wiring has additional complexity needed to get the job done. When challenged to perform a task, folks who are different not only have to think about how to deliver on the task, but ALSO have to consider how they are being perceived, how their words and actions will land, whether there are stereotypes or narratives that will disrupt and hijack their message, and try to make adjustments on the fly. They don’t have the benefit of solely focusing on what is needed in the moment, but also have a parallel process running in their head about whether they are performing in a way that is acceptable and consistent with the persona they want to present to their majority colleagues.

This is a good time to take a moment and point out that this “energy tax” exists even in environments where the majority have absolutely no awareness or intention of negative bias or prejudice. The additional energy may even be completely unnecessary (ie everyone WANTS you to feel accepted and comfortable, and would be horrified to know that you are expending additional energy to keep up), but the perceived burden is what it is, and the additional energy discharged to operate effectively occurs as naturally as the blinking of your eyes.

Please visit The Alexander Group blog, Thursday, March 16, for the conclusion of Rob Perez’s blog.

A young manager presenting the graph results on the whiteboard to the board at the conference room.

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.