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.
Company Interview - What You Need to Know:
1. It may be a lengthy process. Very few boards conduct searches with tight deadlines. Quite the contrary. I've conducted searches in which the timeline to complete the search was a year. Because retiring board members give ample notice; or, if a board is adding a new member, it may wish to consider a broad slate of diverse candidates. Additionally, the long process is simply a matter of logistics. Most board members and candidates don't reside in the same city or where the company is headquartered. During my last board search, we flew the candidates and the nominating and governance (N&G) committee to New York for candidate interviews. Only one out of the nine individuals lived in New York, but it was the most central and easily accessible location.
Your first meeting with the company could be with one director or the chief executive officer. More likely, it will be with a group from the company's Nominating and Governance (N&G) Committee. We have previously written about how to ace a search committee interview; however, there are some twists for the N&G Committee interview, which I discuss in the following points.
2. The basics. Before you don your best suit or dressiest office attire, ask the search firm what the committee will be wearing. You will want to dress accordingly. Some candidates have gone to interviews in their most conservative suit only to find the N&G Committee dressed in khakis and golf shirts. On the other hand, one especially self-assured candidate wore jeans to the interview, and the board members all wore suits. You don't want to draw attention for over or under dressing. Always ask and match your attire to those with whom you meet.
3. Preparation. In addition to reading the company's financial documents, analyst reports, and regulatory filings, it is critical that you connect with the company's "product." Visit the stores, eat the food, etc. Who are you meeting? What is their tenure on the board? Take a step back and look at the board as a whole. Is it a long-tenured board? Is there frequent turnover? What apparent strengths does each member bring to the board? What are the company's long-term plans? Where could you add value? Time spent reading the MD&A and Management sections in the company's 10-K, reading about the directors in its proxy statement, and knowing the responsibilities of directors in the bylaws will be invaluable.
4. Striking the right tone. As we have said, interviewing for a board position is different from interviewing for an executive role at a company. You do not need to discuss each position you have held throughout your career in granular detail, but give an overview of how you have increased earnings, introduced new products, restructured a company, led global expansions, etc. - in short, how you have added value to the enterprise.
5. Use your time wisely. Assume you will be asked for a five-minute summary of your background. Avoid getting into the weeds. Highlight the strengths you bring to this board seat. For example, if a board is interested in you because of your turnaround experience, spend proportionately more time discussing that than your experience taking companies public. If this would be your first board role, highlight your interaction with the boards of companies with whom you have worked.
6. Interviewing with a Nominating & Governance Committee. The primary mistake many candidates make is not giving concise answers. It is also important to make eye contact with each member of the committee when answering a question. Not only does it make everyone feel included but allows you to assess body language if you are talking too much or if there is a lack of interest in what you are saying. Don't be afraid to say "please stop me if my answers are too long or if you want more detail."
7. Giving feedback on the company. One possible question may be "what is your opinion of our product, stores, strategy or challenges?" Your answer will demonstrate how well you have done your homework. If there are weaknesses, you should point them out constructively and tactfully and balance it with positives. You will be assessed on how well you could give constructive feedback without being abrasive. Conversely, some candidates make the mistake of being overly enthusiastic to the point of gushing about a company and offering nothing but compliments. This can also be a disqualifier, as every company can improve in some area and board members must be able to provide balanced feedback.
8. Your reasons for being a candidate. We have addressed that candidates should understand the role of a board member. But what should you not say? Your reasons for serving on a board should not be about you and what the position will add to your resume, career or pocketbook. One board reported that a candidate stated he wanted to retire in a couple of years and then fill his time with board positions with the hope that this would be the first one. Instead, your motivation should be about how you can add value and why the company has the product, challenges or culture that you identify with.
9. Ask questions. Your questions are as important as your answers. Ask questions that demonstrate you understand the issues the board has faced or could in the future. Ask questions that will require answers by more than one board member and could potentially result in an in-depth discussion. Good candidates should demonstrate knowledge of the business, critical thinking skills and be collegial so that the committee leaves thinking, "I could see her on the board. She seems like a good fit."
For more articles about Board of Directors service:
How to Land that Corporate Board Seat
How to Ace a Search Committee Interview
Reasons Why Serving on a Board of Directors is Worth It
Serving on Your First Board
Part 1 - Tips for First Time Board Members
Part 2 - Listen, Learn and Add Value
Part 3 - How Effective Board Members Communicate