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.