
BDO in the Boardroom
BDO in the Boardroom is a podcast series for the board of directors and those charged with governance. Each episode features a topical discussion with board peers and subject matter experts on both trending and timeless boardroom issues – mitigating risk in an increasingly digital world, navigating your board career, financial and ESG reporting, shareholder activism and more.
Latest episodes

Oct 14, 2020 • 27min
The Shift from Management to the Board
Join BDO's Center for Corporate Governance Amy Rojik as she discusses the significant transition senior management undergoes when leaving the C-suite and stepping into the boardroom with Cindy Fornelli, current board of director at TriplePoint Venture Growth BDC Corp (NYSE: TPVG) and former Executive Director of the Center for Audit Quality.Key TakeawaysGaining an understanding of the business is a must but as important is being able to exercise the attributes you were chosen for to enhance the boardBoard members need to be able to question and push back but do so thoughtfully and respectfully to build a workable comraderyRecognize that executive sessions are opportunities not just to critique but to identify what additional resources the boards might be able to provideDon’t be afraid to reach out and seek the advice/guidance/opinions of your fellow directorsAsk the questions if you don’t understand but make sure you actively listen to the answers

Oct 7, 2020 • 31min
Small-Cap Boards – What Directors Need to (and Likely Don’t) Know
Join BDO's Center for Corporate Governance Amy Rojik as she discusses the ins and outs of small- cap corporate governance and the important role of the board with Adam Epstein, former institutional investor and founder of Third Creek Advisors, LLC.Key TakeawaysGovernance is not a one-size fits all approach, education for directors shouldn’t be eitherBoard members need to be as “expert” as possible in the industries they serve and learn cost-effective ways to understand the competitive landscape, this includes keeping current on growth financing termsEncouraging individual directors to accompany the CEO in meeting with the organization’s largest investors at least annually provides insight to be shared with the full for directors as to the effectiveness/direction of the corporate strategyFor aspiring small cap directors, do your homework - customize your board search and focus on the handful of small cap companies that align with your unique skillset and experience and focus your outreach to those who can directly aid you in engaging with those companies

Sep 30, 2020 • 24min
Overcoming Hurdles to Board Service
Join BDO's Center for Corporate Governance Amy Rojik as sits down with Sheila Ronning, CEO and Founder of Women in the Boardroom to discuss thoughts on how to not only get more women to the boardroom but peel back and understand self-imposed hurdles that both men and women need to scale in order to get those covered director positions.Key TakeawaysNetworking is your way to the board – understand who is currently in your network and plan to spend time sincerely nurturing those relationships and establishing new onesKnow your value – prepare yourself for opportunities by being able to clearly articulate, quickly and concisely, what your value proposition is AND what it is you are looking for in board serviceSet goals and objectives and do your homework on the various types of board opportunities – assess your capacity, know what is expected of you as a board member and ensure opportunities you are pursuing align with your goals/objectives

Sep 23, 2020 • 13min
How Board Member Involvement Impacts Tax Risk
Join BDO's Dan Newton in discussion with Nathan Goldman, Ph.D., assistant professor of accounting at North Carolina State University, and co-author of a recently released research study Board Risk Oversight and Corporate Tax-Planning Practices.Key Takeaways When board members get involved in understanding the tax strategy and tax risk of the company, corporate tax burdens go down Companies disclosure risk oversight practice typically have a more robust oversight process Research indicates that oversight really was focused on permanent book to tax differences more so than temporary differences so would encourage boards to be inquisitive as to both in practice Proactive tax planning oversight generally may result in companies having more favorable impacts on lower tax uncertainty reserves ERM Frameworks help companies identify their risk appetite and risk tolerance and such an exercise could and should extend to tax risks

Sep 23, 2020 • 19min
The 21st Century Boardroom Has a Diverse Set of Responsibilities
Join BDO in discussion with GavinIsaacs, the Board of Directors of DraftKings, Inc. (DKNG) and Galaxy Gaming Limited (GLXZ).Key Takeaways The skill sets you need to be thinking about and the types of strengths you bring to a board committee. The pursuit of further education when you’re on a board. Diversity and the importance of it in the boardroom. The difference between board responsibilities in the 90s vs. now. How to join a board that fits your goals.

Sep 16, 2020 • 25min
Clarity About Boards You Want to Serve and What You Can Provide
Join BDO in discussion with Yvonne Wassenaar, CEO of Puppet and Board of Director for Forrester (FORR) and Anaplan (PLAN).Key Takeaways Be crystal clear about the type of boards you want to serve and the value that you can bring to those individual boards Focus on both those in your network who can put you in front of boards you are seeking but also those who will serve as references for you When driving diversity, you can start in your own backyard by being very intentional in building board candidate slates that satisfy both diversity and skill needs When considering a board opportunity do your homework: “Be thoughtful, be picky, you are worth it”

Sep 9, 2020 • 27min
Value Proposition of the Private Company Board
Join BDO in discussion with Don Springer and Dennis Cagan, the Managing Directors for GovernX.Key TakeawaysBoards provide important checks and balances that can foster sound governance within an organizationBoards should be formed with the organization’s needs in mind in advance of significant transactionsBoard members can be thought of as affordable consultants and may provide first class advice and unbiased perspectives to management in helping meet strategic objectivesBoard assessments highlighting skills/experience gaps should inform board member selection and bring differing and fresh perspectivesHigh caliber board members can provide credibility and competitive advantages with stakeholders

Sep 2, 2020 • 19min
Invest in the Preparation for Board Service
Join BDO in discussion with Jessica Denecour, Board of Director for MobileIron (MOBL) and former Senior Vice President and Chief Information Officer for Varian Medical Systems.Key TakeawaysEngage in outreach and conversations to let people know you are looking and then listening to functionality that is expectedStudy up on areas you don’t have deep knowledge while also identifying what you bring from an operational perspectiveBe innovative and draw on your skillsets/unique attributesFacilitate diversity by first identifying what may be missing and then pulling together a diverse slate of candidatesReally prepare yourself – understand what boards are looking for and educate yourself to fulfill those roles

Aug 26, 2020 • 29min
Driving Audit Quality - PCAOB Engagement with Audit Committees and Investors
Join BDO in discussion with Erin Dwyer, Deputy Director & Stakeholder Liaison at Public Company Accounting Oversight Board (PCAOB).Key TakeawaysAudit committees continue to seek more education about the PCAOB inspection and reporting process and the PCAOB is continuing to provide more transparency and timely reporting in this area.Investors are becoming more focused on accounting and reporting as a governance issue and are highly interested in understanding audit committee oversight and there is an opportunity for audit committees to become more engaged in dialogues with investors.The PCAOB views engagement with investors on international activities, including understanding audit failures and specific country restrictions on PCAOB inspections that may impact audit quality, as an increasing area of importanceCritical Audit Matters (CAM) is an additional area that all three stakeholder groups are continuing to understand and form opinions on with regard to the value of the information CAM disclosures within the auditor’s opinion may providePCAOB is open to and welcomes engagement with audit committees, investors and preparers on a broad range of issues impacting audit qualityPCAOB Resources:PCAOB Audit Committee ResourcesPCAOB Investor ResourcesPCAOB Preparer ResourcesPCAOB Webinar for Audit Committees (July 2020 Replay)Conversations with Audit Committee Chairs: COVID-19 and the Audit

Aug 19, 2020 • 20min
The Journey to the Boardroom Takes Persistence and Resilience
Join BDO in discussion with Mercedes De Luca, Chief Information Officer at Pebble Beach Resorts and Board of Director for PFSweb, Inc, and INETCO Systems Limited.Key TakeawaysTruly needing to have a strategy on landing a board seat and be proactiveUnderstanding board service will be both rewarding and challengingBeing persistent and resilient – it is going to take a while and feel dauntingUsing board interviews to build rapport and assess whether you will be a good fit with the board and CEOOnce on the board, really get to know your fellow directors to not only problem solve effectively but recognize that this additional network may be the best source of future opportunitiesTranscriptThis transcript has been lightly edited for clarity.Nicole: Hello everyone and thank you so much for joining BDO's podcast series, Getting to the Boardroom. I'm Nicole Ward Parr and in this series I have the pleasure of hosting some of the most distinguished executives currently serving on public company boards to discuss their journeys and the paths that got them there. Today I'd like to welcome C-Suite executive and public company board member Mercedes De Luca. Mercedes De Luca is a technology leader and board director who creates digital experiences that delight customers of public corporations and start-ups while driving transformational and profitable growth. She excels at bringing the startup innovation mindset to a large corporate environment. Mercedes has held roles as CEO, CIO, COO, CTO, and GM and is currently the VP and CIO of the Pebble Beach Company. Prior to that, she served as COO for Basecamp, a SaaS workplace collaboration platform. Mercedes was vice president and general manager for the E-Commerce business of 22 billion dollars, Sears Holding Corporation. Previously she was CEO and Chief Technology Officer of the venture backed, My Shape, which was at the forefront of using machine learning and data analytics to personalize the online shopping experience. Mercedes currently serves on the board of directors for PFSW, INETCO and she has been a guest speaker for Girls in Tech, WITI, and other STEM organizations. A graduate of Columbia University School of Engineering and Applied Science, Mercedes majored in computer science earning her Bachelor of Science degree in Electrical Engineering and earned her MBA from Santa Clara University. Mercedes what an accomplished background. I'm so grateful to have you join us today and to learn more about your path to the boardroom.Mercedes: Nicole, thank you so much for having me. Pleasure to speak with you. Thank you.Nicole: Absolutely. Well with that let's jump in. I would love to hear, Mercedes, when you were considering joining your first board, remembering back what that was like. Did you have a strategy or an approach that you used? And if so, can you share with us what that was?Mercedes: You know, I'm almost embarrassed to admit that the first board that I was invited to join was a private board and I was recruited onto that board back in 2008, and I thought for sure that if I just sat tight and waited I would get another recruitment to a public board and it actually took 11 years more to get my first public board appointment. So about, let's see, four years prior to that, so about four years ago, I did start thinking about my strategy to get on a board and I started by talking to other board members. I informed them about my desire to join a public board and I joined organizations and got help from organizations like Athena, New Role, Boardlist, and How Women Lead and also talked to CEOs who are often chairmen of their particular boards.Nicole: Interesting, and so if I heard you correctly, you started down the path of wanting to get on a board and it took several years for you to understand that you needed to perhaps change your strategy. Is that correct?Mercedes: Yeah. It took me several years to realize I needed a strategy. I think one of the things I overlooked was I just sort of sat there and waited and thought, well, they'll come to me and I think if you want a board seat, you need to be very proactive and to work toward it, just like anything else you would go after.Nicole: Absolutely, it makes complete sense, and it sounds like tactically what you just shared was you had conversations with CEOs. You involved yourself with organizations, other key networking efforts. Any other specific ways that you leveraged your network to get access to board opportunities?Mercedes: I think the key was to start thinking about who else in my network was already on a board and to speak to those people, because they are already on a board and more likely to know about the opportunities. Again, I naively thought that most of the board opportunities were going to come through public search, or rather through retain search. But it's only a very small percentage. I think it's less than 5% actually come through that way. The majority come through other channels and so it's really important to be active and to let others know that this is what you're looking to do.Nicole: Got it. That's very helpful, and was there someone or a mentor that was specifically helpful to you in getting that board role? Someone that you identified as, “I want to be you” or “I would love you to help me and teach me tips and tricks.” Was there one person that stands out to you?Mercedes: Yeah, so I would say there were two people. I've had a mentor in my career who was CIO at Credit Suites First Boston for a long time and he and I met when he was on a board of a company that I worked for and he's been a great mentor; helped me get a lot of advisory roles and a lot of things like that, and I always thought he'd be the one to sort of help me get a public board seat. But, in reality, it was a colleague in my own network, another woman who landed her first public board seat that actually helped me, and I think that's because once you have a public board seat, more people come to you for new seats. So, she was the most impactful for me.Nicole: That's a great example, and when you were thinking about the value that you would like to bring to a board role, did you self-identify areas where you thought, “you know what, I'm probably going to need to know this,” or ex-champion like the woman that you just mentioned? Or your network that had seeds. Did they advise you that this is an “unforeseeable,” that you might not know you're going to need to know. Anything like that?Mercedes: Yeah. I think the biggest thing is that we tend to romanticize getting on the board and what it's going to be like when we get there until we're on it, and there's a lot of basic blocking and tackling that happens on boards. There's a lot of good things and adversarial things that happen and so a lot of the people in my network really prompted me to think about: Why were they driven to board service? And did I understand it would be difficult, and that it would be challenging? And so, I think it was really important to not just think about what's good about it, but also what might be challenging about it.Nicole: Absolutely, you know, it's almost become very in vogue these days to say, oh I want to be on a board, but do we really understand what that means? And I think your point illustrates that beautifully. So from a preparedness standpoint, from a study standpoint, or even just board readiness, were there are certain things that you looked to for guidance or to prepare for that role?Mercedes: Yeah, in terms of preparation I think it's interesting, because a part of me didn't feel like I should have to prepare to be considered to be on a board. Not that I wouldn't prepare to interview, of course I would do that, but this notion that I would have to go through, and prepare a board bio, and really think about the value that I bring to the board, and do some mock role playing. I mean, a part of me resisted that, because again, I think when you’re an accomplished executive you get there because you have a certain amount of gravitas and so it's hard to think that you could be a novice all over again. And so, I think preparation is important, even though you may think you don't need to do it. I think it's really important because you need to be able to put forth what your value is and I'm talking about getting ready to be considered for board. Know once I got appointed to the board, I had a different strategy around how I prepared for that first meeting.Nicole: Very helpful. And so, dovetailing from that just a little bit, were there mistakes that you made? And if you don't mind, that's a fairly vulnerable question, but once you got there, were there mistakes or ways that you sort of nicked your knees? You went, “Oof wow, I wish I'd known beforehand, and I might have avoided that,” or something along those lines?Mercedes: Yeah, early on I had an opportunity to interview for a board position and I was talking to the CEO and I treated it too much like an interview instead of seeking to establish rapport with the CEO and figuring out if we had chemistry. And so, I think it was unfortunate that I just wasn't prepared enough. It comes back to being prepared, because you just don't know when that opportunity is going to present itself and unfortunately, they take a long time and you don't get as many at-bats. That was definitely a learning for me is, don't think of it as an interview for a job. Think of it more as establishing rapport with the people you're meeting with and learning and understanding this is a group you can work with to help drive the success of the company.Nicole: Now that's a great point. Just that mindset shift and that's such a difference, right? It's such a different way you go into the room or to that meeting when you have shifted that mindset that way. That's terrific. So, there's a lot of conversation, of course, around diversity in the boardroom and I would love to know what you might have done, or encouraged others to do, to facilitate further diversity on the boards with which you've been apart.Mercedes: Right, to begin with for me, this was the passion behind co-founding and being a founding board member for the Athena Alliance, because that group grew out of a networking group that met. And then we realize that there were so many high-powered women in the room, and many of them were seeking board opportunities, but we didn't quite know how to go about it. So, the first thing that I felt that I tried to do was to give visibility, both preparation and visibility to this group of really amazing women, and I think a lot of times people say, “Well, we can't find any diverse candidates. There aren't any out there.” And then here’s this room of hundreds of women, every one of them is an amazing career story, and so I think it's more that the paths weren't crossing. So, what I try to do is really encourage other women and make connections between women, and also hear and look for other candidates to help get people connected, because it's really about being connected one level outside of your own network. You've already mined your own network, so it's really getting into other people’s networks that's part of the challenge.Nicole: Absolutely. What innovation do you bring to the boardroom? And so, I'll pose that to you. I would love to hear your answer to that.Mercedes: You think for me, it's an interesting question, because for me, my brand is about bringing innovation in general. I think as an engineer, I'm a very creative thinker. I like thinking outside the box, and I like coming up with solutions that meet all of the constraints. That's what engineers do. They design solutions despite the constraints. And for me, the more constraints, the more challenging, the more interesting the solutions can be. So, I really value when I'm in the boardroom bringing that logic and that creativity to problem solving and coming with ideas that maybe people didn't think of before, just because they're thinking inside the box. That's how I think about innovation at the boardroom.Nicole: I love that answer and I think diversity to me is, of course it's gender, it can be ethnicity, it can be many things, but I also think that diversity in the boardroom is among C-levels, right? And different experiences, whether it's a marketing background, a legal background, or what you just described, which is engineering, which is an amazing blend of sort of creative and yet linear, which does put you in a very unique spot, and place to impact thinking differently, which of course contributes to diversity, which is amazing. That's yeah, fantastic. And what other thoughts or comments or advice might you share with listeners? What haven't I asked you that I should have asked you, Mercedes?Mercedes: Well, I think the first thing I would say is in terms of advice is be persistent. It's going to take a while. It can feel very daunting, but you need to be persistent and resilient. I think resilience is one of the most important skill sets any executive can have. And when it comes to finding the right board seat, it's probably even more important. I think once you do get that board opportunity, focus on getting it, but then once you get it focus on doing a really great job. I think too often people are focused on trying to get too many things. I want this. I want that. I think what really matters is what kind of an impact do you help make as part of the team on that board? And I think being patient. It's persistence and patience in terms of working together. And the other thing I would say is just, when you join a board you are the new member. You’re coming in, most of the board already has relationships with the other members and you do, you bring in fresh eyes. You bring in a fresh perspective, but I think it's also really important to get to know the board members individually and to establish and build relationships. Because again, if you really are advocating for other people, chances are other opportunities are going to come through those other seated board members as well. So, it comes down to people and I think it's just really important to focus on making an impact.Nicole: Absolutely, I couldn't agree with you more on the people piece, right? It does come down to relationships and I have a dear friend to quote him, he says, “To invest in relationships will yield returns that you can't even fathom or imagine.” And it's really about people. I think that strategy is so well spoken as it relates to the boardroom, and really speaks to how things have changed in the boardroom compared to the 20th century versus this century we now find ourselves in. I think things have really changed, and I think that your point illustrates it. Any last thoughts that you have on that?Mercedes: You made me chuckle when you talked about the boardroom because a lot of us, at least for me, I'll speak for myself as a kid. My first introduction to the boardroom was playing monopoly, and getting the board dividends and seeing the picture of the banker on the card, and I think the days of a very passive board or the board that just rubber stamps decisions that are being made in the company, that's changed dramatically. Boards are highly accountable. They are expected to be very diligent, asking sharp questions and really doing a lot more and being a lot more vulnerable through social media and things like that. So, I think it's so important to have multiple voices in a boardroom so that you don't end up with group think, and so that you do come to the best outcome. There's just so much information out there sharing that board diversity helps boards function better and that boards are being held to a much higher standard and have to know a lot more about a lot of other things right now than they ever had to know before. So, I think now is the time to bring on new perspectives and new eyes and fresh eyes. And yeah, I really appreciate this time to share.Nicole: Absolutely. Well you're clearly an example of someone who's doing, precisely the things you just described as, so kudos to you for that. And being such a great example of diversity and innovation in a place that really needs it, and where we are in the world today. So, I am so grateful for your time Mercedes. And thank you so much for taking the time for our listeners and for us to share your thoughts in your path and certainly wishing you well.Mercedes: Thank you so much, Nicole and appreciate what you're doing to help people in terms of their path to board readiness. Thank you so much.Nicole: Absolutely. Thanks.