Board Search Archives - The Alexander Group

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.

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.

The Alexander Group provides insights on corporate board recruitment and how to attain a board seat. This guide will help executives take strategic steps to secure a board position, drawing on expertise from our experience in executive search and corporate governance.

How To Attain a C-Suite Board Position

One of the most frequently asked questions we get about C-level board recruitment is, “How do I get on a corporate board if I’m not already on a board?” The hardest board will be your first board.

Here is what you need to know.

1) C-Level Board Placement Is Different Than Applying for a Full-Time Position

A board seat is usually not a position for which you apply. It is much more like a sorority, fraternity, or even a posh club: Candidacy is by invitation only. While visiting and making contacts with search firms is helpful, it should not be your only strategy. Search firms fill only a relatively small percentage of board seats, though this number is increasing due to the need for highly specialized talents and a commitment to greater diversity.

Because someone can work and still serve on a board, it’s relatively easy for board members to recruit friends, former colleagues, or executives with whom they’ve done business. A search firm may not be as helpful to you in seeking a board position as it would be if you were looking for a C-suite role simply because board searches are not put out to search nearly as often as executive positions are.

Secondly, board positions do not have as much turnover as C-suite roles. The average tenure for directors in the larger companies of the S&P 500 Index and the broader Russell 3000 index is nearly ten years.

Lastly, it is expensive. Search firms charge anywhere from $70,000 to $200,000 to complete board searches. Many Boards inquire about their network before retaining executive board search services.

2) Know Thy Strengths

What value could you bring to a board? Determine the industry and type of company where your background would be an asset. Would you meet the requirements to serve on a company’s Audit Committee? Do you have a background in a sought-after functional area, such as compliance, data security, or executive compensation? Are you a diversity candidate? There are many functional areas or qualifications that boards seek to ensure they have a well-rounded board.

Prepare an “elevator” speech that you will use to introduce your candidacy to executive board search services and sources of referrals for board positions that articulate what you have to offer. You will also need a different resume highlighting your value to a board, your ability to represent shareholders and interactions with your own or other boards.

3) Define Your Brand

What would someone learn about you if they Googled your name? Does your resume reinforce the assets you would bring to a board? (Define your strengths; see number 2 above). Who are you, and how have you established yourself? What is your reputation? What enterprise challenges have you faced and successfully navigated?

4) Be Visible

It is not enough that you are good at what you do. Being selected for a board requires both an internal and external effort. This requirement is especially important if you are not currently working. One of the fastest ways to disqualify yourself from a board is not to be “current.” Today, board members must be up to date with changes in business and technology. To this end, it is critical to become versed in social media. Have a LinkedIn profile complete with a picture. Have an account with—and understand how to use—Facebook, Twitter, Instagram, and TikTok (even if you don’t use it). Submit articles, blogs, or comments to industry association websites and publications. Engage in online dialog with your peers on social media. Publish an article on LinkedIn that delves into your area of expertise.

5) Obtaining a Board Position is All About Contacts and Networking

Landing a board seat is both a numbers game and a contacts game. Let your investment banking, law, bank, public accounting, and consulting firm contacts know of your interest in being on a board and the value you would bring. Use LinkedIn to identify board members of companies whom you can contact. Note if any of the directors are close to retirement. Many individuals have found board positions by contacting venture capital firms. In addition to search firms, check out top registries such as the National Association of Corporate Directors, Catalyst (for women), and various universities that have board training programs. Stanford, Northwestern University’s Kellogg School of Management, and Dartmouth offer corporate governance programs.

6) Start Small and Leverage Those Successes

Be willing to start small. Are there any not-for-profits for which you have a passion? If so, volunteer to be on their board, even locally. Are there small companies that are looking for a volunteer board? What about your church, child’s school, or trade association? Once you’re on an organization’s board, fellow board members are often senior executives from public companies with whom you can network. It may take two or three not-for-profit boards before you can join a for-profit board. We know several executives who got their start on public boards by working with emerging growth companies and rode with those companies as they went from a garage operation to a Fortune 1000 company.

Most executives agree that it is harder to land their first board position than actually to serve on a board. Look at your contacts and networking as investing in one board and future Board positions. Not surprisingly, most search firms who conduct board searches look first to those already serving on public boards.

C-Suite Board Recruitment Specialists

Remember, landing a board seat takes dedication, strategic positioning, and consistent networking efforts. When you understand the intricacies of corporate board recruitment, refining your personal brand, and making yourself visible within relevant circles, you will increase your chances of attaining that coveted position. Remember, the journey to your first board seat is often the hardest, but the relationships you foster and the expertise you build along the way are invaluable assets.

The Alexander Group remains committed to guiding ambitious executives through every step of corporate board recruitment, leveraging our experience to ensure that leaders find roles where they can truly make an impact.

Additional resources:

The Executive Leadership Council: Helps provide opportunities for African American executives.The Hispanic Association on Corporate Responsibility: Serves as a resource for Hispanic executives vying for board service.