Atop every effective company sits a healthy board. But boards change, and
that’s where things get more complicated, as the process of onboarding
new directors raises many issues. Boards must first vet several candidates to
find one with the right experience and disposition. Then, once the candidate
is chosen, the board must pass along the company’s vision and board’s
culture while also ensuring the candidate digests a vast amount of institutional
knowledge and logistical information. The learning curve can be steep,
as new candidates are given a heavy load of charters, reports and financial
statements to absorb, while also navigating the rocky terrain of culture and
board dynamics. There’s no one right way to onboard a new director, as
getting it right requires a heady mix of judgment and instinct: Boards must
look to maintain status quo while also refreshing their group with
forward-thinking members who can assimilate into an established culture.
With this topic in mind, this year’s U.S. Technology Board Index set out
to examine the best ways for boards to incorporate new directors. We
spoke with four senior executives who have lengthy board experience:
Jamie Gorelick, Partner at Wilmer, Cutler, Pickering, Hale and Dorr, serves on the boards
of Amazon and VeriSign.
Katie Burke Mitic, Co-Founder and CEO of Sitch, serves on the boards of eBay, Restoration
Hardware and Special Olympics.
Paul Sagan, Serves on the boards of Akamai Technologies and VMware, and until
recently, EMC. He is also a director of several private companies and
the not-for-profit ProPublica. In addition, Sagan is chairman of
Massachusetts Department of Elementary and Secondary Education.
Bob Switz, President and CEO of Tortolita Partners, serves on the boards of
Recombinetics, Micron Technology, Marvell Technology Group and Gigamon.
Spend time with the new director
In an increasingly digital era, a crucial part of the onboarding process
is charmingly old-school: spending time with the new director.
“Culture” is a nebulous term that can be hard to define, but becoming
personally acquainted with the director is a way to communicate the
board’s dynamic in a more direct way.
“Getting to know the person, what they are about, what they will be
like as a teammate and an effective director is critical to understand
— and at the same time, will help them understand how our board
interacts and makes decisions,” Mitic said. “We spend time making
sure there is alignment here, which is a critical part of onboarding and
helps ensure the success of new directors.”
And just meeting once likely isn’t enough — it’s important to remember
the dynamics of an interview, Sagan noted. “You’re meeting
people under the best circumstances,” he said. So to ensure you’re
getting a full picture of the candidate, it’s key to spend some quality
time with the would-be director outside of the interview scenario.
Sagan recalled taking a candidate to a baseball game, “and the guy
threw back three mixed drinks sitting in the stands. And it was like,
‘Whoa!’ Not only was that strange, but really inappropriate words
starting coming out of his mouth. And we were done. Thank goodness
we figured it out then and not later.”
Ensure new directors get — and stay — up to speed
Too often, new directors are welcomed aboard with little more than a massive pile of
documents and a day’s worth of face-to-face meetings. There is only so much that can
be communicated in a 10-K and proxy statement — none of it particularly enriching.
“I’ve been on several boards, and most didn’t have extensive onboarding processes,
meaning they offered little more than some pre-read and a daylong visit outside of a
regular visit for a board meeting,” Sagan said.
To ameliorate this situation, boards would benefit by establishing a mentoring process
(or “buddy system”), as well as ritualized follow-up meetings. “As a new director on
eBay, it was helpful to have a mentor on the board,” Mitic said. “This allowed me to
ask any question I had, and also get up to speed quickly. Too many directors wait until
they feel 100 percent up-to-speed to contribute, but if a board opens up a few
members for active mentoring, the new director will onboard much faster.”
The benefits of this approach are twofold: the board improves because it gains a
confident director who can add value by speaking knowledgeably. It also helps the
new director, who is likely to feel more comfortable at meetings and be able to make
more valuable contributions. “I don’t think most boards do a good job with the
follow-up,” Sagan said. “We should say, ‘I know you’re drinking from the fire hose, so
you’re not going to remember it all or even know all of the right questions.’ And that
affects a director’s performance: when they get into the board meetings, and it’s kind
of hard for them to stop and say, ‘Wait, wait, wait, I don’t even understand what
you’re talking about.’ I think it would be helpful if there were a check-in process at 90
days or six months for new members, where you’d ask, ‘What new questions do you
have?’ and ‘What went too fast?’”
Make sure they have a good understanding of your business
It may seem obvious that a new board member should have a solid
grasp of your organization’s business. But sometimes, the interview
and onboarding processes get too far into the weeds of a candidate’s
background. Switz recalls sitting on a technology board and learning
that some directors were bewildered by the company’s mission: “Some
of the people, perhaps because of the industries they were in, did not
have the right level of risk tolerance to be on a technology company
board, where companies have to make significant bets on the
unknown,” he says. “Call that culture, call that what you want, but you
can’t have people who don’t understand the nature of how the business
operates, the dynamics of its industry. They were like, ‘You’re going to
bet that much money on something that may not be possible based on
the laws of physics?’ And that was the nature of what we did.”
Trust the process, but remember: nothing is foolproof
There’s a famous saying: “The harder I work, the luckier I get.” That
applies to onboarding, as well — a board can do a meticulous review of
potential candidates, conduct interviews and speak with references. But
after all of that work, sometimes boards just have to make the best
decision and hope the onboarding process works. “It’s a little bit of a
wing and a prayer,” Switz said. “In the end, you just have to do the work
and make your best guess, quite frankly. I would say it’s largely worked
out pretty well at the boards I’ve been involved with.”
How New Directors Can Hit the Ground Running
Onboarding a new director is a complicated process for boards, but potential new directors also
need to do their part to assimilate into their new surroundings. The directors we spoke with had
a few tips for new board members to help them harmonize with the group:
Do you really want the appointment?
Being an effective board member starts with being on the right board. A particular board may
initially seem like a good position, but it might not be a good fit on your end: Consider whether the
opportunity makes sense based on your experience, your expectations for the board experience, the
board’s culture and readiness to change, and other factors. “I always said that I wanted to meet
members of management — I have to meet the CFO and the general counsel, not just the CEO,
and maybe others,” said Paul Sagan, board member at Akamai Technologies and VMware.
“Because I want to understand the culture of reporting and the tone at the top, and if I don’t get a
warm and fuzzy feeling here about you, I’m not signing up for this.”
Do your homework
Once you’ve taken the appointment, make the effort to get to know the organization, and others in
the same space, before you start. “Read as much as you can about the company’s industry, the
competitors,” recommended Bob Switz, board member at Recombinetics, Micron Technology,
Marvell Technology Group and Gigamon. “Be a consumer of current information about the sector,
follow the analyst reports that come out — not only about your new company, but also their
competitors. That will put you in a good position to be a solid ongoing contributor and not stick
your foot in your mouth or make a fool of yourself simply by being ignorant of what’s going on.”
Have an area of expertise and be ready to share it
You weren’t brought onto the board to be a warm body. “Nowadays, it’s important to come onto
a board with an ability to add value in a specific way, whether that be vertical knowledge, marketing,
strategy, global expertise or another skill,” said Jamie Gorelick, board member at Amazon
and VeriSign. “The board is looking to hear from you and learn your perspective based on your
career experience in that domain.”
Be quiet — but not too quiet
“Start out by being humble, and be a good listener,” Switz advised. “Try to spend a couple board
meetings being a good listener before providing all your brilliance. That doesn’t mean say nothing,
but make sure you thoroughly understand the environment before you jump in with strong
points of view.”