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BDO in the Boardroom

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Aug 11, 2020 • 19min

Quest for a Board Seat

Join BDO in discussion with Bob Tirva, Audit Committee Chair of Resonant and CFO of Sonim Technologies.Key TakeawaysProactively seek out opportunities to continue education and expand your existing networks in meaningful waysBe patient and open to positions that play to your strengths – including skills and industry experiencesAdjust to sitting in the role of oversight versus the role of managementTranscriptThis 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 Bob Tirva. Bob has served as a member of the Resonant’s board of directors since October 2018. Additionally, Bob serves as the chief financial officer of Sonam Technologies, a leading US provider of Ultra Rugged Mobility Solutions. Prior to Sonam, Bob was the Chief Financial Officer of Intermedia, a leading cloud SaaS and business application provider, where he was responsible for all of Intermedia's global finance functions. Prior to Intermedia, Bob was Corporate Controller at DropBox from 2014 to 2016, where he was responsible for developing the company’s accounting organization. Before Dropbox, he spent nearly 14 years at Broadcom Corporation, where he held a range of financial roles of increasing responsibility, including: Senior Vice President, Principal Accounting Officer, and VP of Finance. He also has career experience with IBM Corporation, Navistar Financial, and Ernst and Young. He holds an MBA from the Yale School of Management, and a Bachelor of Business Administration degree in accounting from the University of Notre Dame. Bob, that is a great background. So grateful to have you join us today and come on-board to share with us a little bit about your journey to the boardroom. Welcome and thank you.Bob: Thanks Nicole, it's great to be here.Nicole: Absolutely. Good. So, I would love to understand when you were considering joining your first board. Did you have a strategy, a thought process, or an approach that you took? I would love to hear a little bit about that.Bob: Sure, sure. Well I'd like to say I had a well-planned, well-reasoned strategy, but those things are not often happening the way people think they'll happen. Sometimes they just stumble into things. And for me, my first move towards a board was joining an organization in Orange County, California, called the Forum for Corporate Directors. That's a nonprofit group that provides education for corporate board members and I thought it was a great way to meet and get advice from existing board members. And it just so happened that the FCD, as it's known, was looking for corporate experience on their own board, which at the time was made up mostly of lawyers, accountants, and other service providers. So, I ended up joining the board of that nonprofit forum for corporate directors and it was a great experience for a few years and that's what ended up being my first board.Nicole: That’s a great story, because I think a lot of times getting on a not-for-profit board can give us some great experience and exposure to others that can be really beneficial in the long term.Was that some of your thought process as well and if so, how might that have been the case?Bob: Certainly, I mean networking with other board members was key to moving into that area of serving on boards and I learned a lot from being at FCD. I'd say that one of the things that I learned was that board positions are pretty rare, so it's important to get the word out to as many people as possible that you're interested, and that is usually what leads to eventually finding something that falls in place.Nicole: It's a great path to try to do just that, right, through the nonprofit route.Excellent, and so that was your first board experience. So, I'm assuming you continued to sort of leverage your network? Or those that you knew to continue on your path to obtaining more board roles?Bob: Yes, that's correct. I mean, for me, I know that looking for key attributes that would be helpful to a board, in my own case, being a CPA, being a chief financial officer, having that kind of financial expertise fits in with the requirements of an audit committee, which is a key component of a public company board. But I don't think that in and of itself is enough to qualify. There are many people who have that in their background. My other experience with technology companies was also something that played a major role in finding the board position at Resonant. Resonant is a technology company that is developing new 5G cellular technology, and I had spent many years at Broadcom which is also in the cellular wireless space and so that fit, plus the need that Resonant had for an audit committee person was kind of key to that search.Nicole: And it happened to be right combination of your skill set that makes a lot of sense. Was there someone that identified you and said you would be great for this? Or did you have, someone who headhunted for the role? I mean, how did it materialize that you found out about it and then went through the process?Bob: Sure, well actually in my case there was a little bit of luck involved, because Resonant was looking for a CFO and they called me, because of my CFO experience and I actually ended up talking to the company, in that sense of possibly becoming the CFO. And that ended up not working out, but at the same time their audit committee chair resigned for another role and so they had an opening on their audit committee, just as I was interviewing with the board for a CFO role and it just so happened that they thought, well, if it's not going to work out on the CFO side, why don't you become our audit committee chair? Actually, everybody on the board thought you would make a good addition to the team and we’ll just move the chair over to this other side of the table.Nicole: Great timing. Yeah, absolutely. Now that makes a lot of sense and so the saying goes, “we know what we know, but sometimes we don't know what we don't even know we don't know,” and I would love to know as you stepped into that position, what were the unforeseeables? What was the, you know, 'cause clearly you had some very particular expertise, which resonated - pardon the pun with Resonant, but which resonated with the board, and why you would add value in an obvious way. What were some of the areas that were gaps in your experience that you identified once you were on the board and you're like, wait, whoops, I'm going to need to know that that's an area of opportunity of growth or development. What was that? Or if you can speak to that at all.Bob: Sure, yeah, I had the experience from being on the corporate side, so I presented to boards. I've been part of board meetings and audit committee meetings through the years wearing my corporate hat, and I'd always approach these meetings in a sense of having to prepare for them and bring something to the table for the board to review. And so, doing the opposite of that where you kind of sit back and wait for someone else to come in with something and you're trying to give advice, or trying to sort of review the material that they send and give them feedback is really challenging if you haven't done that. I mean, it sounds simple, but in reality, [you] kind of want to reach in and help create some of the material yourself and becoming a reviewer and an advisor is, it takes a little bit of practice, so I'd say that that's one thing.Another thing is, as I said, my experience was in the broader, board meeting with many participants and presenters and then after that, the management team leaves and the board talks among themselves, and so that's the part that was interesting to me. I hadn't been used to that. And there's certainly discussion around the effectiveness of management: how good of a job they're doing. Do we need to replace the CEO or the CFO? And that to me was something I hadn’t experienced . It was kind of funny because, it made me think back to my days of walking out the door thinking I did a great job and wondering, now, if the board was talking about replacing me as soon as I left the room.Nicole: And so, yeah, that's an incredibly different perspective that you get when you're in the board seat versus when you are, like you say, in that CFO role, right? Eye opening for sure. And so, any mistakes? I know that’s sort of a vulnerable question, but because I think we've all made them at times, but were there any mistakes that you made that were really great learnings by chance that you could share?Bob: Oh, I don't know about mistakes, it's more of being able to fit in with the cadence of the board that you're working with and it could be very different. Some boards are very, very focused on procedure and proper minute taking and motions, and all the other things that you would see in a carefully scripted board meeting, and other boards kind of just relax on that. They like to communicate amongst themselves. And there's kind of an assumption that they've approved all these things during the course of the meeting, even if they're not formal votes that are taken. It's kind of a group consensus, so I think coming in and trying to force order where there is none can be a mistake. It's more of, if you're the new person on a larger board, you have to follow the lead to some extent and so you establish yourself.Nicole: Got it. Fair enough. And in terms of the conversation around diversity right now. You know, there's a lot of that as it relates to boards and I would love to know if there are specific measures, or things that you've done to facilitate further diversity on the board, or to be a proponent of that diversity and how important do you think that is? All of those things, if you will.Bob: Sure, I think it's very important. I think that boards have this historical view of just being a room full of insiders that are friends with the CEO or the founders or some of the ownership group, and are not really diverse enough to provide different opinions and views, and I think today boards are actively seeking that and in return they, the companies, need to take the advice of the people that they recruit to their boards, because otherwise it's somewhat of a waste to do that if the diversity isn't appreciated both ways. So I think you can see that changes are being made every day to move away from an old-fashioned board and into something that's more modern where you have a wide range of opinions and views.Nicole: It's a great point that you make, and I'd love to hear a little bit more, because it sounds like you have presented to boards and audit committees for many years and now sit on the other side as a board member. How has the boardroom changed in the time that you've been exposed to being in that room, how is it changed? How is it different now?Bob: Well, I think really recently it's interesting to see how boards are meeting virtually, and that is important given the current work at home, COVID meeting restrictions. Boards like to meet in person and it's a bit of a social event as well as a governance event and that has changed dramatically, and so people are getting used to video conferencing and virtual board meetings. I think that actually helps to create diversity in boards, because then the sky's the limit as to how far slung the board members can be in terms of participation. So I think the move towards more technology, even though somewhat forced recently because of the pandemic, is a positive in the long run.Nicole: Right. And do you think the expectations of board members on an individual level have evolved or changed? I mean there's different conversation, certainly now in a boardroom, then there was even 10 years ago around things like risk and cyber, right? Do you think the expectations of the individual board members, do you think it feels different now?Bob: I think it does. I think just getting back to the point around old-fashioned boardrooms and kind of rubber stamp boards. I think board members today expect to provide input, real input and they expect the companies to take that input seriously. And it's not just simply approving or ratifying what management brings to the table. It's something that should provide value in both directions.Nicole: Very good, and in terms of when we think of innovation. I think especially in the Bay Area for example, I know you reside as do I, we think of innovation in terms of technology, etc. But I think there's an opportunity to innovate in the boardroom as well, based on all the things we just chatted about. The difference now of the role that the board plays compared to what it was even 10 years ago. Are there things that you've brought from an innovation perspective to the board or to the conversations that you're having with fellow board members?Bob: Well I don't know if I brought those to the current board that I sit on. I think that's a very innovative board to begin with, so I'm happy to be a participant there versus an innovator, but I think that some of the things that I've learned, I think, to be well received in other future boards. Maybe, as you said Nicole, we live in a high-tech area and there's a lot of innovation here. There are many companies throughout the country, in the world, that they're not as far along the curve on innovation and technology, and so bringing in that type of diversity onto their boards can only help and help them get advice in getting a little bit further along in advanced technology into their own companies. Whether they're a technology company or not.Nicole: Yeah, fair enough. I think that's a great point. And are there any other thoughts or comments or advice you might have for other folks that have not gotten the public company board seat that are still aspiring to do so? Any other last comments or thoughts, advice, pearls of wisdom?Bob: Sure, sure, I would just say to be patient and persistent and get the word out to as many people as possible that you're interested in doing this, and you never know where an opportunity would come from. As I mentioned, my own opportunity really came from a CFO search that morphed into a board search on the fly and so it was something that was unexpected, but the openness to talk to another company just to find out more about them is what will lead you down the right path. And I do remember, before I had become a CFO, I had gone to BDO and other roundtables about how do you become a CFO, right? For aspiring CFO's, and it's sort of the same story. You keep pushing and pushing and somebody has to give you the opportunity eventually, but it's probably not as easy as it's just the first door you knock on. And so I think it's important to, as I said, get the word out as far and wide as possible and be prepared for some rejection and people saying you don't have the right experience. And then eventually, once you get that opportunity take advantage of it.Nicole: Great words of wisdom and advice there, Bob. That's super helpful and thank you. Anything else on your side? Any questions that I didn't ask you that I should have?Bob: No, I think you covered it. I think this is a great chance to chat about this.Nicole: Well and your background, obviously, and your path is great experience to share. Lots of great takeaways there. And like you say, you never know where something is going to lead. You're interviewing for a job and all of a sudden it flips into a board seat. So, I think it's a wonderful story and some great advice for our listeners. And Bob, I'm just grateful for your time and thank you so much. Best of luck with all of your endeavors and be safe. Thank you so much.Bob: Great, thanks a lot, Nicole.
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Aug 11, 2020 • 25min

Be Board Ready

Join BDO in discussion with Betsy Atkins, three-time CEO and serio entrepreneur, board of director of numerous corporations, founder of Baja Corp and author of Be Board Ready and Behind Boardroom Doors, as she shares her thoughts on:Defining your strategy in seeking board service and ask yourself “why not me?”Pay forward value and receive value in returnPrepare yourself and where you may have gaps to fill, seek resources to fill themHow to contribute meaningfully and bring new ideas into the boardroomTranscriptThis 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, Betsy Atkins. Betsy is a three-time CEO, serial entrepreneur, and founder of Baja Corporation. She has cofounded enterprise software companies in multiple industries, including energy, healthcare, and networking. She's an expert at scaling companies through hyper growth and leading them to successful IPO and acquisitions. Betsy is a corporate governance expert with an eye for making boards a competitive asset. Her corporate board experience is vast and covers multiple industries, including: technology, financial services, healthcare, retail, automotive, manufacturing, and logistics. As a corporate director, she brings an operational perspective which focuses on taking friction out of the consumer experience. She leverages broad, contemporary knowledge of digital technology to reduce costs and drive efficiency and productivity while using AI machine learning analytics to streamline processes. Betsy has written three books on corporate governance. Her most recently published book is titled, "Be Board Ready: The Secrets to Landing a Board Seat and Being a Great Director." She currently serves on two public company boards: Wynn resorts, and SL Green Realty. She's also a member on the board of Volvo Cars. Betsy, such an amazing background and we are so grateful to have you join us to share about your journey to the boardroom today. Thank you so much, welcome.Betsy: Nicole, I'm delighted to be with you and the audience.Nicole: Wonderful thank you so much. Let's dive in. Let's start at the beginning. Going back, right? Would love to know when you were considering your first board role, did you have a strategy, a thought process, or specific approaches that you used?Betsy: Well, my first board role was on a company that I co-founded and wrote the business plan and negotiated the venture investing, and I said to the venture investors, a condition of their investing was that I would be able to be on the board. So, my strategy was if you want me to take your money, you have to take me along with it.Nicole: That's fantastic. I love that tactic. That whole negotiating approach there. Way to go! That's pretty powerful. That's terrific. And so, how did that play out for you? And did you leverage that board role into another or your 2nd?Betsy: Well, my belief was, and I think it's true for everyone listening, “Why not me?” My ideas are good. I think and problem solve as well as anyone else. Why shouldn't I be part of this board process? So, I deliberately set out with a conscious plan that I wanted to join other boards. So I talked to colleagues in the venture capital world, and my first boards were a series of private venture backed corporate boards. And then of course, some of them went public, and I was kind of on my path pursuing public boards and I have always, still, and do now pursue private boards as well, both venture, and private equity backed.Nicole: Got it. So, you have the range clearly of doing both private and public company boards. I'd love to come back to that a little bit later, just to get your perspectives on that further. But in terms of actually getting those roles, what were some of the specific tactics? Or how did you leverage your network to get access to those other board roles?Betsy: So, with venture investors, and the same would be true of private equity, what they're looking for is: How are you going to help them make the portfolio company, the businesses be more successful? And if you look through that lens, and my approach was to try and forward invest and prove to them that I was an asset. So what I did was, I asked, can I help coach or mentor some of your portfolio companies? Here's where my experience would be relevant. So, you look at your own experience. If you're a technical person, a finance person, a marketing person, you know where your experience is relevant to the portfolio company, and by offering to just give help for free. Then I evolved it to: How about if I become an advisor to these companies? Let me do an advisory board gig and so you show that you're adding value. And if you do that a few times, then it's reasonable to say, I think that I could be a great asset for one of your boards. And here is where I could fit, and why I'm different, and how I could help that business grow. So if you look through that lens, that's a receptive audience.Nicole: That's a fantastic takeaway for our listeners, is focusing on where you're going to be able to add value and then doing it in a complementary fashion, initially. Like you say in an advisory capacity and then you're able to point to a track record. That's a great takeaway. I think, very good. And did you have a champion or a mentor? Someone who was senior to you in experience, but that could give you guidance and insight along the way as unique journeys and sort of learn the ropes.Betsy: You know everybody today has mentors, sponsors, champions. When I started it just wasn't a thing, and I didn't. But I had a great advisor in my mom who basically said to me if you pay it forward, and if you forward invest, and if you forward deposit into the bank then you can withdraw. So, if you do things for these venture and private equity investors where you're helping them, and you're not asking for anything in return, you're just forward depositing into the bank: proving credibility, follow through, execution, value add. If you're doing that in advance, then it's reasonable to come back, some number of months later, after you've made a considerable deposit, not like one little favor. You've got a pattern and they see that you're reliable. You're there, you follow through, you execute. Then it's reasonable to go back and ask and say, I think that I'm adding value and here's why you would want me. So, it was my mom's advice of forward invest, be generous spirited, pay forward three to five favors, or ways of helping before you ask for help.Nicole: I love that concept, forward investing and paying it forward, and adding value. Almost altruistically, knowing that on the back end it will speak for itself and that they would welcome the opportunity to help you further right? As a token of all the value that you have added along the way. I think that's brilliant.And through the process of your early board experience, how did you self-identify areas where you thought, whoops, I don't know about that and I should, or wow this is an area I'm going to need to improve upon where I could be adding more value, because we all have those blind spots. How did you self-identify those? And then how did you speak to those to further prepare?Betsy: I think that, first of all, boards will look at you as having certain domain strengths and expertise that you're going to bring. So, evaluate yourself and what are your core strong areas. If you're a finance person, then maybe it would be valuable to learn more about product strategy, or be more conversant on marketing, but your main power alley is always going to be finance. So I think, in terms of how you message yourself downstream, it's going to be where your power is. You do need to be more well-rounded and there's a lot of great business books and YouTube info out there and colleagues will mentor you and I think that, that sets you up to go to your boss, and your boss’s sideways peer and work through the organization and find somebody who you connect with who you think has the orientation to be helpful. And that's the way to ask for mentorship to say, I'm a super talented finance person, but you could then go to the CMO or the chief revenue officer. Let's say you're in an organization and you’re a vice president of Finance. You're not the CFO, but you could then go to those other peer CMO, and CRO and say, “Tell me about how you do revenue forecasting, how you think about which geographies and territories to go into, how you look at productivity of the sales organization,” whatever it might be. Because they're happy to mentor you when you're interested in their area and, assuming you've selected somebody who's oriented to be receptive. So, I think that's how you round out your general business knowledge.Nicole: Great, that's excellent points there and I'd love to know what mistakes you made when you were in the boardroom. What were some of the unforeseeable’s and the “whoops” that you encountered as you came up?Betsy: I think that the mistakes that I made are natural ones that everybody makes, which are in the beginning you contribute too much, over contributing, talking too much, just agreeing with others. You don't need to agree if you don't have something unique and different to contribute. Don't just chime in and chirp up, “Oh, that was a good point so and so. Nice idea!” No, don't do any of that. The way you ought to think about boardroom communication, or how much you talk is like baseball. Nine innings. Three at-bats. You don't need to speak more than three or four times. Make it meaningful.Nicole: That's great. That's a wonderful share and I think, like you say, sometimes when we're nervous, when we're unfamiliar, we can try to fill in the blanks and it's not necessary. That's fantastic guidance. And in terms of preparing, what type of preparation do you do when you're going into the boardroom, and is there a certain agenda that you drive, certain questions that you go in prepared to ask? Is there a formula that you use or is every situation different?Betsy: There is a formula in an approach, so preparing either for a board interview or a board meeting is sort of the same in terms of research. I look at, of course, the material on the company, what you can find online and really valuable on YouTube and I look at the CEO's earnings report that they do with the analysts, which is recorded, and you can get the whole transcript. So that gives you good frame of info on the company. The second thing is to look at the industry and look at the peers and there are reports from Morningstar and the banking financial analysts, but there's also industry reports which you can get from Gartner or Forrester or IDC. Those are big industry research that will give you everything going on in the financial services industry. What are the innovations in online payment? And whatever it might be. And then I look at McKinsey, Accenture, Boston Consulting Group. I look at those macro trend reports that talk to you about, what are the emerging trends in each vertical industry. I feel to be a valuable director, you need to do your homework and bring a new frame of reference, not just what the company gave you, which is important and you have to study it and know it, but that's their lens on their industry and you're supposed to be bringing a new perspective. So you got to do a little more work.Nicole: I think that's a wonderful segue to my next question, which is really about diversity in the boardroom, and the value . . . and the different perspective which you just shared that's so important for you to bring, to contribute, to add values. So, talk to me a little bit about diversity on the boards on which you sit.Betsy: So I think we should think of diversity as cognitive diversity, because if everybody is exactly the same, we all see the same opportunity, and then we all have the same stigmatism. We all miss the same risk. You're looking for a range of thought, and obviously if you're not including women, that's half of the entire people on the planet whose perspective you're not getting, so you certainly want gender diversity. But I think it's a lot more. I think you want generational diversity. If I'm a direct to consumer business, I want to know what gen zero and millennial consumers are thinking, especially as their outside influencers don't have the brand loyalty of gen X and baby boomers. So, I want generational diversity. I want ethnic diversity. I want geographic diversity. You know, large public companies in America typically half the revenue is outside the US. So where is the viewpoint on Europe and Asia? We need that in the boardroom. So, I think that it's a range of diversity, of thought that you're looking to have, because that gives the best discussion, debate, and the most thoughtful outcomes.Nicole: Excellent points and I couldn't agree with you more. And in terms of the boards that you're currently on are there certain ways, tactics, things specifically that you've done to encourage the diversity that you just outlined?Betsy: Yes, actually, I will share a little story. I was on the board of a wonderful company. I was the lead independent director and governance chair at Home Depot Supply, and they’re a stocking, distributor for the Home Depot you know, but for the professional, for the big construction worker, the facilities manager, somebody running an apartment building, whatever. And we were talking about our e-commerce, our website and digital transformation, and I'm from the tech industry so it's a buzzword everyone's heard, but nobody knows what it is, and I said it, and I looked and everybody was like, “Digital transformation, what’s that?” And I realized we were not all at the same understanding of what digital transformation is. Our CEO is terrific, so we had working dinners instead of going out to a restaurant, eating another fattening meal and just socializing with your colleagues. We went to the training room of the company. We brought in a speaker from McKinsey, followed by a speaker from Boston Consulting Group, followed by a speaker from Accenture and we had the leadership team of the company there, and each of the three speakers from the big consultancies talked about how they defined digital transformation, what it meant, how you did it. How did you operationalize the concept? And after we heard the third speaker in a row, because we started at 5:00 and each speaker we left an hour - so, 5:00, 6:00, 7:00 and we had pizza and salad on the side board. You know we really had a pretty good appreciation of, “What did that mean?” And it was such a great model that I've done it ever since on my other boards. We bring in the speaker on cyber. Whatever the topic is, robotic process automation, disruptive business models, the gig economy, marketplace models, whatever it might be, and that really has proven to be a great way to get more, different thought into the boardroom and more perspectives.Nicole: Yeah, that's truly innovative, and what a great approach. That's refreshing, right? And, you know, it leads me to the thought, and I'd love to get your perspective on this, just how much the boardroom has changed and how much innovation is talked about but also expected, on behalf of the board members, right? There's so much for you as a board member to stay in front of, to have an understanding of, right? All the things that are now real responsibilities for board members. I'd love to get your thoughts on what is innovation in the board room and how has the boardroom changed? Even just, you know, 20 years now into the 21st century.Betsy: So, the boardroom model of engagement is very different. In the past, in the 1990s, boards were more formal and more oversight, and we saw the whole board engagement model change post Enron and WorldCom, where you had these catastrophic meltdowns, and the first thing that came out of that was this thing called, “the executive session” where at the end of the board meeting management leaves, the CEO leaves. They're always all nervous, especially the CEO that we're going to talk about him or her. Which we are and we do, but it allows for the board members as a group to talk about opportunities, concerns, and that evolved the next change in the boardroom, which was the strategy offsite, which now is a best practice. Most companies once a year, do a three-or-four-day board meeting, a deep dive into the company's multi-year strategy. And as board members got to understand the underlying assumptions, the next big change was, boards are more interactive. They're not just doing oversight, approving the annual plan. There's more time left for discussion and dialogue and engagement. And I think now we see the view of the board as more of an asset to help the company anticipate risks. Because the rate of change, as you said in your question, innovation is at a geometric pace, so your competitors change quickly, business models change quickly, and so the engagement is more interactive, and I think that's all a positive. So that's been the kind of change of the board engagement model, as I've observed it.Nicole: Excellent examples for sure, and I would love to get any other thoughts or comments, advice for the listeners, that you think would be particularly meaningful. What are the questions I forgot to ask you, Betsy?Betsy: I think the question of, “What should be my process to get my board opportunity? How do I go about it?” And I wrote a book that actually gives you the road map of all of the different avenues to the boardroom, and the tools and the specific sort of playbooks to go after each of the avenues to the boardroom. Because there are multiple avenues. There are your peers in the company who would recommend you. There are the search firms. There are the outside accounting firms who advise boards. The outside law firms who advise boards. The outside bankers. There is, you know all the governance watchdog agencies. For the women in the audience, there's a lot of great women's groups that will help promote you. So, there are many pathways which I described in the book, because I'm assuming people are listening because they're interested to get an opportunity to get on a board. And that's what I lay out in my book, Be Board Ready. How do you “be board ready,” and how do you get there?Nicole: Fantastic yeah and just to say that title again for you it's, Be Board Ready: The Secrets to Landing a Board Seat and Being a Great Director, by Betsy Atkins. Betsy, very excited to get all of your thoughts and your perspective on all things board related and I can imagine the book is just another wonderful journey, and full of lots of great insights. So very much appreciate that. And are there any last thoughts you'd like to share?Betsy: Yes. You can all do this. There's no reason why you're not smart enough, hardworking enough, clever enough, valuable enough and you should aspire to get to the boardroom. You absolutely will add value. Go for it. Don't ever short change yourself. You'll do great and you'll be a terrific contributor.Nicole: Oh, I love that and I'll go back to what you said at the very beginning which is “Why not me?” Why not? Right? Which is wonderful. Betsy, all of your thoughts are so appreciated and such a great perspective, with so much insight. Truly grateful for you to spend the time with us that you did this morning and many thanks. Be well and thanks so much.Betsy: My pleasure.
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Aug 11, 2020 • 22min

Advocating for Diversity and Mentorship in the Boardroom

Join BDO in discussion with Alexa King, Board of Directors at Vocera Communications and EVP, General Counsel and Corporate Secretary for FireEye.Key TakeawaysChange director recruiting perceptions from seeking traditional, tangible “roles” to recognizing and valuing broader skillsets, capabilities and characteristicsSeek out sitting directors as champions and pay it forward by mentoring othersProactive thinking about ways to introduce more diversity to your boardroomsTranscriptThis transcript has been lightly edited for clarity.Nicole: Hello everyone and thanks 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 Alexa King. Alexa has served on the board of directors of Vocera Communications Incorporated since July 2016, where she sits on the compensation committee, and chairs the nominating corporate governance committee. A frequent speaker on cybersecurity, Alexa leads the legal, stock administration, and privacy teams at the premier cybersecurity company, FireEye, as its executive vice president, general counsel, and corporate secretary. Before FireEye, Alexa was general counsel and corporate secretary of Aruba Networks, a provider of enterprise wireless networks. Alexa graduated magna cum laude from Harvard College with a degree in Eastern European studies and received her J.D. from the UC Berkeley School of Law, where she was named to the Order of the Coif. Alexa, what an impressive background. Thank you so much for being here. Welcome.Alexa: Well thank you. It is a pleasure to be here and I'm super excited to talk about this topic. It's very near and dear to my heart. Nicole: Wow wonderful, wonderful. Well let's jump into some of the questions then. I would love to know as you thought about board service and participating on a board that, that was going to be your next step. Tell us a little bit about this strategy or the approach that you used, and if indeed you leverage your network, how might you have done that?Alexa: Absolutely. So, given my background and my experience, I have been in many, many boardrooms and board meetings for over 10, 15 years. At the point that I decided I would love to join the board, and so given that experience, I knew that sitting directors are often the first people called for new opportunities, frequently by people with whom they sit on other boards and the directors with whom I had worked had seen me in action and knew what I might be able to bring to the table if I were given the chance. So, my first step was to reach out to them, and I told them that I aspired to serve on a company board and asked them to please keep me in mind if they heard of any opportunities; . . . for which they felt I was suited and could add value. And then I had the same conversation with my CEO, because I knew that he was on several other boards as well and had a lot of those same types of contacts.Nicole: Excellent, and when you approached them, were there certain pearls of wisdom if you will, or things that they shared with you in terms of preparedness or things that you might do to prepare for being on a board?Alexa: Not specifically, they knew that I had been in enough board meetings to know how it worked. What was really heartening is that they were initially surprised. I think oftentimes corporate board members don't necessarily think of “the attorney” as someone who would be interested in sitting on a board, but once they were over their initial surprise across the board, no pun intended, all of the directors with whom I spoke were very supportive and said, wow, that's a great idea. I do think you could add value. You’ve sort of seen the movie a million times and a lot of companies could benefit from that. I'll keep you in mind and then what was really, really heartening for me is that many of them did recommend me for board opportunities and that meant a lot to me. You know that they did think highly enough of me to put their names behind me.Nicole: Yeah, that's terrific. And that mentorship, right? That's huge and tell me a little bit about a particular champion or a mentor that really pushed for you and how they helped you attain that board role.Alexa: Well one of the directors that I had approached, the only woman on my company's board at the time, went the extra step and she was someone that a lot of boards reach out to. I think a lot of boards at the time were interested in diversifying and looking to add qualified women, but only had a very small network for them to pull, and so they reached out to her and she went the extra step of not only saying, no, I'm really busy, but telling them that she knew someone who was very strong and could be a great add if they were willing to be flexible on what they thought they were looking for. And so, she really went to bat for me. She really talked with them about who I was, and what I could bring to the table, and why it could add value even though it was different from the profile they had initially put together. And luckily for me (and going back to the idea that oftentimes when looking for a new director, boards will draw from their network) that same board then reached out to my CEO, who knew that I was interested in joining a board, and knew what I could bring to the table, and backed me. You know, I think the lesson learned is it's a very small world and for that main reason it matters a lot that you tell people in your network what your aspirations are. Hopefully you've made a good impression on them, and that hopefully they will champion you. I believe in that very strongly. I've been a mentor throughout my career to up-and-coming attorneys, and business folks alike. It's important to do that and to pay it forward. And I will tell you once I did get appointed to the board, I did my absolute best. And of course, I would have anyway, because I wanted to show up and give it my all, but also because it was so important to me, and continues to be so important to me to reflect well on the people who were my champions and had backed me and put their names behind me. That means the world to me. Nicole: Absolutely and you know, you said something really interesting about changing the minds or the perception of your background as it related to someone to be considered for a board role and I think that bakes into the whole idea of diversity and this has come up as I've spoken with people as a part of this series, is really rethinking that notion of diversity. It's not gender, just gender or color, but also background and that someone that doesn't have a traditional board background could actually be a wonderful value add, right? And it sounds like that was your experience.Alexa: Absolutely and I think I benefited a lot from the fact that I had been in the boardroom with directors who had seen me in action, and I wasn't just a piece of paper to them that said, oh look, you're an attorney. There's a reason why there's a lot of lawyer jokes, and people just have a prejudice about attorneys not being business oriented, not being flexible. I mean fill in the blank. So, I was very lucky that the door opened for me and that I was able to hopefully prove that an attorney can bring a lot of value to the table, because we really sit in the middle of every other business function at our company. So, if we do our jobs right as coordinators and communicators and problem solvers, and I think once people start thinking about the general counsel role in that way, it's much easier to add to a board, and to your point, truly adds to the diversity of perspectives. In my role as chair of non-corp gov at Vocera I've spearheaded three searches and appointments in my time of new directors and diversity has always been very important to both Vocera, and the definition of diversity has evolved even over the three years that I've been there. To your point, of course gender, of course race and ethnicity, also geography, also the type of experience someone has had: What type of company. What type of industry. Vocera for example, is a medical communication company. We've got a lot of folks on the board who are from the healthcare, medical industry, but more recently we've also added folks from Silicon Valley, and other technology companies, because there was an interest in faster moving, faster growing, faster scaling experience, and so there are a lot of different ways to think about diversity, and I think it's important to be diverse in that definition, so to speak.Nicole: Absolutely, it's so important. That's a great example, and it sounds like great work that you've done on it. That's fantastic, and so going back to, again, when you were first getting on a board, there's what we know we know, and what we know we don't know. And then there's your ability to sort of self-identify those areas of expertise or value that you uniquely can bring. So how did you do that? How did you sort of go, wow, I'm in the boardroom and it looks like I've kind of got a gap over here. Was that a process you went through?Alexa: Absolutely, and I think it's a good process, right? I mean to your point, I think the most important thing is to know what you know, know what you don't know, and know who to ask. And, so I was lucky again, because I have seen so many board meetings before. It did help me feel comfortable walking in on the first day in terms of the process. How does a board run? What are the expectations of directors? What's the difference between a director, switching sharing duties, and an executive's daily job duties? So, I was comfortable in those areas. I was very comfortable being a cybersecurity expert and the board did ask me at my first meeting to give a cybersecurity update to them on board duties related to cybersecurity. What I did to get comfortable with the parts that I did not know, for example, the industry of Vocera is very different from my day job company industry. I took a page out of a playbook of one director I particularly admire, and what she does is she sets up meetings with all members of the executive team after she is first appointed to a new board. And I did the same so that I could hit the ground running both in terms of understanding the company's industry and business model, as well as starting to build relationships with management. And I felt that was very valuable, because by my first board meeting, I knew a little bit about how the company was run and who was running it. I thought that was great and I've continued to do that during my time at Vocera. In addition, you know one thing you have to tell yourself is: I'm not here to be the healthcare industry expert. There are other people around the table who bring that, and the best thing I can do during those conversations is listen and learn and not necessarily feel the need to add my voice, unless I've got something very valuable to say. And knowing that there are other people who have certain experience and expertise, and we've got other areas of expertise, I think it helps you be a lot more comfortable in terms of the value you add and not needing to be able to touch on every single topic. Nicole: Great examples there. And how did you prepare before you stepped into the boardroom? It sounds like you were able to self-identify some areas, and lend expertise, and add value in different ways. Were there any classes? Any trainings that you took? Any sort of board preparedness?Alexa: I didn't take formal trainings, because I had on the job training for over a decade. But what I did do, as I mentioned, is speak to each member of the executive team. I sat down with the CFO in particular and went over the financials, because that's not necessarily the area I was closest to. I did sit down with the general counsel and the first thing I said to him was, I am not interested in your job. I'm not interested in managing you. That is not my role as a director. I wanted him to feel very comfortable from that front and I think it was helpful, but I did that on day one. On the other hand, I can be an advocate for some of the initiatives that he's bringing forward at the board level around, for example, when GDPR was being enacted or around some other issues more recently, I think I've been able to partner with him and advocate for him in a way that maybe other board members haven't been able to. So again, I think it's getting to know the management, getting to know the business, understanding the areas you can add value. Educating yourself on the areas where you're not as knowledgeable. Another thing I would mention is that it's important to build the relationships with your fellow board members. When I joined the board, many of the board members had been on the board for several years and I would be a fool to not invite them to coffee, invite them to lunch and get to know more closely the dynamic of the board, the way the board is run, what works and what doesn't. I spent the first year having quarterly coffees with the chairman of that board and he was a great mentor to me, and really coached me in terms of how to be the most successful board director I could be for that particular board, with that particular dynamic and group of folks and I'm very grateful to him.Nicole: Excellent and you mentioned that you've had the opportunity to bring diversity to the board and boards on which you've sat. Can you talk a little bit more about that, like what you're currently doing to facilitate further diversity on the boards with which you're involved?Alexa: Absolutely. Well, I was very lucky, because one of the reasons Vocera reached out to me in the 1st place is because they were proactively interested in adding another woman. They already had a woman board member. They reached out to the woman who was on my board, and she in turn, turned them on to me. So Vocera already was very focused on diversity. In the time I've been on that board, as I mentioned, we added 3 new board members and so one of the things we've talked a lot about as a board is diversity of tenure, and every company will be different, but for Vocera we've really landed on, it's good to have board members in each trimester, if you will. You know, folks who are there from zero to three years, folks who are there from four to six years, and folks who are there from seven to ten years. We don't have a board limit, but that sort of feels like a nice life cycle of a board member. And I think that diversity is one that should not be overlooked, because people bring different things to the table. Depending on their tenure on the board, you know, folks who have been on the board longer bring more similarity, more longevity, more of a deeper understanding of the background, whereas a new set of eyes brings a new perspective and can be freed from some of the background, if you will. So that's been something that the Vocera board has actually been quite focused on over the last year, but as I mentioned, you know we've also thought a lot about industry experience. We don't need everyone on the board to be from Vocera's industry. In fact, it's useful to have some tech executives who for example maybe do more M&A. That's something that Vocera has done more of since I've been on the board. So, I think just really being open minded about what diversity means and how to be the strongest board we can be. That's really the name of the game is just, you know, with a diversity of opinions and outlooks we can be a stronger board and more valuable to management.Nicole: That's just an exceptional point you've made about tenure being a part of the diversity and one that I have not heard before and I think your awareness of that and the different stages, or trimesters as you mentioned, and the value that people can add with that different perspective is huge. And speaking of expectations, I would love to get your sense, because you have had such a tenured board member, I would love to hear what your thoughts are on how boards have changed and sort of the expectations around being a board member. How they're different now than they were, say, even 10 years ago, right? And let alone if we think back to the 20th century, right? Do you have a sense of that or could you, can you weigh in on that at all?Alexa: Yeah, I can certainly talk about what I've observed in my own experience. So, I don't say even ten, fifteen, twenty years ago, not to date myself, obviously board members were very engaged and focused on their fiduciary duties. My sense is, there's been an increased commitment to fulfilling those duties and to being as helpful to management as possible without taking on the role of management. I feel that for me, my board duties inform my day job and vice versa and it's a very important line that I draw in a board. I'm not there to run the business. I am there to help management be strategic and make the right decisions. Whereas in my day job, obviously we're there to do the operational, tactical work of running the business and so I have seen board members really focus on: What is my fiduciary duty? How do I be the best board member I can be? Take cybersecurity for example. That was not anything the board spoke of, in my experience, prior to about three or four years ago. Whereas, now more and more boards realize, this is a board level issue and are educating themselves on what is the board's fiduciary duty around cybersecurity, and how does that differ from the CFO or CEO's duty? And so there's, I think more interest in what other duties, how do I fulfill them in the right way? And how do we really support management and be the best directors we can be?Nicole: Fair enough, would love to hear any sort of additional advice or recommendations or insights for our listeners about getting to the boardroom that you might want to share, anything I didn't ask or that I missed?Alexa: I wish I could give you more pearls of wisdom, but I think really, the answer for me and I think for most board members now that I've had a chance to be on the other side as chair of non-corp gov is, be really clear about your aspirations, and say it out loud, and say it as often as you can to whomever will listen, because although we now have more resources and bigger pools of more diverse candidates at the end of the day, there's always going to be a backchannel. There's always going to be a network. There's always going to be people that you know and trust that you go to 1st, and so the more people in your own network that know you would like to be on a board. Do you actually have bandwidth for a board? One of the questions I often get asked is would you have bandwidth to do a second board? And I would always say, of course I do. My board work inspires me and energizes me, but that might not be what people would assume. So, my advice is, say what you want, say it out loud. Tell your network and, just try to keep asking your champions to look for opportunities for you. Keep looking for opportunities to champion others, and hopefully at the end of the day the door opens and you can walk in and do the best job you can do.Nicole: Fantastic advice, Alexa. I can't thank you enough for sharing part of your journey and for all of the work that you're doing and the commitment that you show to bringing more diversity to the boardroom and clearly adding the value that you do. It's so important, so thank you very much and certainly wishing you well. Thank you so much for joining.Alexa: Well, you too. Oh, thank you. It's been an absolute pleasure and I really appreciate the opportunity. Thanks, Nicole.

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