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Part 1:

How to Interview for a Board of Directors Position—the Search Firm

In the past, we have written about how to land a board position, listing the steps you should take to allow yourself to be "found," because getting invited to join a board requires a different approach than seeking a C-suite position. We have also written a primer for first-time board members. But how do you ace the 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 be looking. Gone are the days when companies simply seek an astute business person who will mesh with the existing board. It is likely that you will be competing with executives with similar talents and experience.

The recruiter is not going to review your resume in the same manner as if you were interviewing for an operational position within the company. Instead, the recruiter will be looking for the high points: What were your successes when faced with challenges? What was the culture of your organization and why did you make certain 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 will pose questions that demonstrate your knowledge of a board and how it functions. I have seen many suitable 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; directors represent the interests of shareholders; 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 the search committee asked them and what they would ask 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 already reviewed the board meeting dates for the next two years and confirmed that you are available.

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 that 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.

We'll continue this topic next week with "Part 2: The Company Interview—What You Need to Know", featuring 10 things to bear in mind for the next step in the board interview process.

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Jane Howze

Jane S. Howze, J.D.

Managing Director