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”

Join BDO in discussion with Don Springer and Dennis Cagan, the Managing Directors for GovernX.

Key Takeaways

• Boards provide important checks and balances that can foster sound governance within an organization

• Boards should be formed with the organization’s needs in mind in advance of significant transactions

• Board members can be thought of as affordable consultants and may provide first class advice and unbiased perspectives to management in helping meet strategic objectives

• Board assessments highlighting skills/experience gaps should inform board member selection and bring differing and fresh perspectives

• High caliber board members can provide credibility and competitive advantages with stakeholders

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 Takeaways

• Engage in outreach and conversations to let people know you are looking and then listening to functionality that is expected

• Study up on areas you don’t have deep knowledge while also identifying what you bring from an operational perspective

• Be innovative and draw on your skillsets/unique attributes

• Facilitate diversity by first identifying what may be missing and then pulling together a diverse slate of candidates

• Really prepare yourself – understand what boards are looking for and educate yourself to fulfill those roles

Join BDO in discussion with Erin Dwyer, Deputy Director & Stakeholder Liaison at Public Company Accounting Oversight Board (PCAOB).

Key Takeaways

• Audit 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 importance

• Critical 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 provide

• PCAOB is open to and welcomes engagement with audit committees, investors and preparers on a broad range of issues impacting audit quality

PCAOB Resources:

• PCAOB Audit Committee Resources

• PCAOB Investor Resources

• PCAOB Preparer Resources

• PCAOB Webinar for Audit Committees (July 2020 Replay)

• Conversations with Audit Committee Chairs: COVID-19 and the Audit

Join BDO in discussion with Julie Bell Lindsay, Executive Director of The Center For Audit Quality.

Key Takeaways

• Focal areas that help drive audit quality promoted by the Center for Audit Quality:

• Understanding and successfully implementing new auditing standards via proactive dialogue among the profession, the regulators and management and audit committees

• Audit firms focus and investment in their organization’s system of quality control

• Innovating with emerging effective and efficient audit technologies

• Transparent and regular communication and engagement among and with all audit stakeholders

• View toward the future of auditing as going beyond traditional financial statements and encompassing decision-useful information including ESG, non-GAAP and cybersecurity

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 Takeaways

• Truly needing to have a strategy on landing a board seat and be proactive

• Understanding board service will be both rewarding and challenging

• Being persistent and resilient – it is going to take a while and feel daunting

• Using board interviews to build rapport and assess whether you will be a good fit with the board and CEO

• Once 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 opportunities

Transcript

This 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.

Join BDO in discussion with Coco Brown, Founder and CEO of the Athena Alliance.

Key Takeaways

• The rise of the feminine architype – roles that women have historically embodied – are increasing board role opportunities for female directors.
• Organizations like the Athena Alliance are helping women develop their strategy for board service by defining their strengths and presenting and articulating where their contributions best fit in different business models and stages.
• Board seats are achieved through effort, thoughtful strategy and of course, outreach to various networks.

This transcript has been lightly edited for clarity.

Nicole: Welcome to the BDO podcast series, Getting to the Boardroom, where we interview a distinguished series of public company board members on how they got there. We kick off our series with the CEO and founder of the Athena Alliance, Coco Brown. The Athena Alliance is the premier organization dedicated to advancing diversity in the boardroom by preparing executive women for board service and facilitating board matches. Athena has worked with over 300 boards and over 600 board members since its inception in 2015, making a significant impact and shape to the modern boardroom. Coco, we are thrilled for you to be joining us today on this hugely important topic and we're especially excited to get your point of view as it relates to getting women into the boardroom, so welcome.

Coco: Thank you, it's great to be here.

Nicole: Wonderful. Well, I thought I'd kick it off with a question around how the 21st century boardroom differs. How is it changed from boardrooms in the past?

Coco: Yes, it's a great question. If you think about centuries past, and the focus of boardrooms for as long as we can remember back before this more modern century, the focus was very much of a backward-looking view on the organization; a view of the organization based on the financial metrics and the financial measures of the company and whether or not those were being achieved quarter over quarter, making sure to stay within regulatory and legal boundaries, and then also succession planning, but specifically for the board itself and for the CEO. So, you have these traditional committees of audit and risk, compensation, and nomination and governance that's spent most of its time really looking backward and looking through the details of how the organization operates in the way that I described. In the 21st century, organizations are being held to a much bigger bar for success. They're being looked at not just from the perspective of shareholders and shareholder return, sort of financial metrics, and whether or not the company is in legal compliance, but a broader understanding of the world as a whole and “stakeholder,” and whether or not the company has long term viability and health based on what stakeholders expect of them which is the society around them, the customer, the employee, etc. And really what's happened is there's been three massive fundamental shifts that have driven this change.

One is certainly the shift from businesses being the ones in charge to the consumer being in the ones in charge, you know? So, moving from businesses telling consumers what to buy and what to think to consumers telling businesses how to behave and what to make. And this has been enabled by just massive connection. You know we can really connect to any information without, you know, with the exception of government intervention, any information, anywhere, anytime and word of mouth carries very, very quickly. So, businesses are now being expected to relate to and understand the perspective of the broad human populous that they touch.

The second thing is that there's been this rise of conscious capitalism . . . This understanding that it's not enough to focus on quarter over quarter results; that purpose and culture drive profit; that if you don't have a real connection to society, you really won't be long term viable from the perspective of your bottom-line metrics. You can just look to companies like Boeing and United Airlines and Uber and WeWork, and these companies to give us some indications of how the sentiment of the public affects the business as a whole.

And then the third big thing is the rise of what I call the “feminine archetype,” which is saying that in the boardroom in order to meet the needs of a very dynamic world you need to have greater capabilities around relationships: to the go to market strategy, to customer experience, to people and different ways of working, organization, structure etc., Things and capabilities that really live within roles that women have more historically played in customer success: marketing and human resources and those roles are being more and more valued in the boardroom.

Then of course, there's what everybody knows, which is that technology is changing everything and every business is a technology business now, and so the boardroom of the past that you thought about, organizations from the perspective of your old business model of 25 year plans, and being able to slowly meet goals that have been set over a long period of time have been disrupted by the fact that everything changes so quickly in a technology driven world, and every company needs to be a technology driven company. Which really changed the entire dynamics of how all the businesses operate. When every company has a different way of doing sales now, a different way of doing marketing, and board members of the past may have grown up in a different business model world than they do now.

Nicole: Very interesting! And so what I'm hearing you say is the expectations of board members and how boards function is very different than it used to be, and in terms of how that might be an opportunity for women, can you speak to those things at all?

Coco: Yes! There's definitely an expectation that boards need to operate differently, and the first step in that is that you see committees becoming, sort of bulging, right? Like now, audit and risk is also cyber risk and then also, well wait a minute, what about technological innovation? Where does that fit? Is that under audit? Is that under comp? Is it non-gov? It doesn't really fit anywhere. You see compensation sort of bulging into this people and culture arena. So a couple of things are happening. Boards are being tasked to think differently about the skills matrix that they've historically looked at, the kinds of people that bring the right skill to the table. It's no longer just former and current CEOs, and former and current financial experts, CFOs, etc. It's roles that historically have not been in the boardroom, but where you are more likely to find women. For example, 55% of CHROs are women. The compensation committee is being, in very modern boards, you're seeing Avalara, as an example: Kathy Zwickert was brought on to that board because of her HR background, in part to really broaden the view of what that comp committee is to be much deeper into the organization in terms of thinking about culture and people and systems that will work around the people organization. So, you know that's one opportunity for women is that CHRO function, that has always been an expert in compensation and succession planning and evaluation, etc., in equity structures, is also an expert in people structure and the modern people structures, and how to bring that thinking around global workforces, gig economies, multigenerational workforces into the boardroom.

Another area where you see opportunity for women is with the CMO or the CCO, the chief customer officer, which didn't even exist 10 years ago. Those roles are 32% women and 35% women. And so there again you have a lot more women in those roles that have the closest connection to customer, to the end stakeholders experience with the product or service, and it's play in the world and how to bring that to the world. That sort of capability is necessary in the boardroom as well, because how we're bringing products to the world is very different today than it was in the past, and educating the board and leading the board, as the board leads the company and stewards the company. More of those kinds of roles are being brought into the boardroom and that's providing opportunity for women.

Nicole: Fascinating and in terms of innovation in the boardroom, what I'm hearing in the trends of what you're saying, is that things have changed the impact of technology and sort of a reshuffling of the dynamics and change. So how is it that you've seen or experienced women being innovators in the boardroom?

Coco: Yeah, this is one of my most interesting “ah-ha's,” because women are the ones who are being brought into the board from newer perspectives, right? These different roles that didn't used to be in the boardroom, including, I've mentioned CHRO and those sort of go to market roles, but also the chief information officer. 19% of those are women, whereas women are only 11% of CFOs. So, you see women coming in from these technological roles: Chief Product Officer, Chief Technology Officer, Chief Information Officer and those roles are not only bringing women newly into the boardroom, but also bringing capabilities into the boardroom. And so, women are driving more of the innovative thinking around boardroom structure. I mentioned Kathy with regard to compensation committee, sort of evolving at Avalara, but there's also women like Allison Davis who created the Innovation and Technology Committee for the Royal Bank of Scotland and now she has a historical financial background, but she drove this innovation, because the board is stewarding large investments in full digital transformation both internally and externally for the Royal Bank of Scotland. It's becoming a very different business model and the board needs to know how to steward that. So, I see women bringing innovative thinking to the boardroom around how the board configures itself. You know, really, what are the right committees? How the board thinks about and educates itself, in terms of being the long-term strategic stewards for the business and really taking the responsibility to say, the median tenure of a CEO is 5 years. Which means half of CEOs don't last 5 years, but boards are committees and collectives that last over the long haul. How do they make sure that they have a long-haul view that includes the world as it is today? And so, a lot of that thinking, I see women bringing to the table naturally, because they're coming into the organization disruptively, you know, into the boardroom just as different skill sets than the past.

Nicole: Great. Very interesting and in terms of other thoughts you have, you know, sort of open-ended question here. Anything else that listeners out there that are contemplating getting on a board or how to position themselves into that next step? Any guidance, any thoughts, anything else that you might like to add?

Coco: Yeah, one thing that I have also come to realize is that the work we do at Athena, which goes beyond the boardroom, but uses the boardroom as the final frontier of senior leadership. It is the place from which companies are stewarded into the long term and they operate very differently. They operate very like a C-Suite, but they operate very differently than any other function within the organization. So, getting there, getting to that space requires a different approach than we have historically used, in our careers, any of us. You know, we sort of climb a career ladder and this is not unique to women. This is male or female. As you climb a career ladder you sort of, and you may move over to a different ladder, but you're incrementally adding from one thing to the next. And as you talk about yourself you say, well in my last role I did this, and I was elevated to that. When you're looking to jump into the boardroom it's, this is going to sound kind of funny, but more similar to your high schooler preparing to go off to college. They have to build an entire strategy around that effort, that includes thinking deeply about: Which are my reach schools? Which are my match schools? Which are my safeties? You know, where really can I apply? If you will. So similarly, in the boardroom you need to think about, where does my scaling and overarching contribution to business fit to different business models and different business sizes and stages? And then you need to think also about the way that you know high schoolers will think about applying to colleges: What do I bring to the table? You know, what is my story? I'm going to tell my story in a series of essays and when you weave them together you see a picture of my potential, my passions, my capabilities, who I am, my character and you have to do the same thing as you're approaching your desire to join a board. You have to think about: Who am I, character? Who am I, passion? Who am I, potential? And how do I bring that to a boardroom? And you need to be able to tell that story in a bio very well, and also in the way that you present yourself. I think those things are extremely important. The third thing I would say is you have to realize that board seats are achieved through your network. It really is about who knows you, and how many click throughs and impressions you're getting, and so that takes effort on your part. It's like asking people to write letters of recommendation. You know, you can't just hope to get in, and somebody will find you. Yeah, yeah. It takes strategy and it takes outreach and letting people know what you're trying to accomplish in getting them to work for you.

Nicole: Absolutely. Well, I can't thank you enough for all of your thoughts and your perspective. I mean, clearly you see across many organizations and many boardrooms, and that's so insightful, I'm sure, to our listeners and women who are trying to get there. So, Coco, thank you so much for your time today and all the work that you've done at the Athena Alliance and we certainly wish you well and hopefully in the future we'll be able to have you back again. Thank you so much.

Coco: Thank you. It was great to talk to you. This is great what you're doing.

Nicole: Thanks so much.

Join BDO in discussion with Julie Cullivan, Chief Technology and People Officer, ForeScout Technologies and Board of Director for Axon.

Key Takeaways

• Get started early – recognizing it takes time to find a good board fit

• Identify your “superpowers” that you can bring to a boardroom to differentiate yourself and make positive impacts

• Recognize if you have been on one board, you have been on one board – all boards and their dynamics are unique

Transcript

This 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, Julie Cullivan. Julie currently serves as Chief People Officer and Technology Officer at ForeScout Technologies. The leader in device visibility and control. Before transitioning to ForeScout Technologies, Cullivan served as EVP, business operations and CIO at FireEye, where she helped scale FireEye from a private company with $80 million in revenue, through its successful IPO, to a global publicly traded company with revenues of over $700 million and a $2.7 billion valuation. Cullivan has extensive operational and strategy experience and previously held executive positions focused on sales channel, and marketing operations at Autodesk, McAfee, EMC, and Oracle.

Julie currently sits on the board of Axon Enterprise, Inc. formerly known as TASER International, and is currently an advisor to Cobalt.io, a leader in pentest as a service. Recognized as a 2019 woman of influence in Silicon Valley Business Journal, Cullivan is a leader in the cybersecurity field, and a sought-after speaker on topics including women in technology, security as a boardroom imperative, and building high impact teams. Ms. Cullivan has a BS degree in finance from Santa Clara University and brings extensive business information technology and cybersecurity expertise to the Axon board. Julie, what an accomplished background. So grateful to have you join us today and to learn more about your path to the boardroom. Thank you so much for being here.

Julie: Well, I'm really excited for this podcast. Thanks for inviting me.

Nicole: Absolutely. Great. Well then let's jump right in with the questions. First off is, when you were considering joining your first board, did you have a strategy or specific approaches that you used?

Julie: So, I guess when I first even started thinking about the idea of potentially joining a board, I really kind of started with the same thought process that a lot of other women leaders start with; and that was, “I'm certainly not ready now, but maybe that's something I could do in the future”. So when I very first started talking about it, it was very much in the context of, “Someday I would like to do this,” and I had the huge fortune of meeting Coco Brown who was really focused on trying to build more diversity on boards. And in my conversations with her, she really started to wrap my head around the fact that, “Why not now?” But also, recognition that it can take a while, right? To find that perfect match for the leader and the right company that's looking for a board member. So for her, she was like, why put this off? Why not get started on creating your journey to the boardroom? Because you really never know how long it's going to take. And it was always something that I thought could happen someday, and she really made me believe that you need to start now because you're not sure exactly when things will sort of align.

Nicole: I think that really resonates probably with a lot of women that, “Am I ready?” Or “Someday I will be, right?” But getting from that mentality to, wait, I need to do it now, “I'm ready now”. Was there any other switch that flipped in your brain from a skillset standpoint that told you, wait, I am ready now. I'm not going to put this off. What was that switch that flipped for you?

Julie: Well, I think, that's where other mentors helped flip the switch for me, because one of the things you're really pushed to do as you're thinking about board service is, “What are my superpowers and what it is that I can really bring to a board so that people can really understand who I am?” And it's really hard to pull out because we think of ourselves in terms of accomplishments, not in terms of really superpowers and what makes us unique or different. So I say that's where I started to see, hey, now that I look at this in the context of a board bio, maybe I do have a lot to bring to a board and I hadn't really been able to figure out what those superpowers were and how to pull that out into a nice story that somebody else could pick up.

One other bit of advice that I think you get when you're going through this process is some people will tell you, you need to be maniacally focused on a skill, a value that you bring to a board. And I struggled with that because I felt like I had a broad set of values that I could bring to a board, and not all just in the context of digital or security, but that I was a broader operator and had broader business acumen and experience. And so when I went through this process, I really had to make a call as to whether I wanted to be the cyber technical person, or if I wanted to describe myself more broadly as a global operation leader. And, again, as you find opportunities and are starting to interview for board roles, you'll pretty quickly start to see whether they're open to that broader set of experiences or just very narrowly interested in a set of skills.

Nicole: And did you have a particular champion, or mentor that guided you through that? That gave you coaching as you were going through those board interviews and that gave you that feedback?

Julie: Yeah, I had folks that are part of Athena Alliance, that organization that we're sort of assigned to women pioneers to help us understand who we were, walk us through, how do we tell a story about our experiences and show the kind of impact that we've had on the organizations that we've worked in? They also walk you through, hey, how do you practice your board pitch, right? And actually, on video, going back and forth and getting coaching and communication advice from folks so that when you're ready, you get asked the question, that you have a very quick, crisp, well-articulated story about why the conversation should continue. I do not want to say that I haven't had tremendous coaches and mentors in my work life, but I have found that those coaches and mentors seem to be a little more focused on mentoring how you grow in your career, as opposed to how you grow as a potential board member. So, I really felt like where it all came together for me was through that network and that confidence that we give each other to say, “You can do this!”

Nicole: That's fantastic. And the two things that really stuck with me about what you just shared was the telling of a story, right? Really the anecdotal sharing of the types of problems that you've been able to solve, the value that you've added coupled with video conferencing. That sounds like a fantastic tool that really does allow you to know what you don't even know you don't know?

Julie: Yeah! And practice!

Nicole: Exactly. That must have been valuable

Julie: So, there was one other set of experiences I think that we all say, "Oh, I think I'd really love to serve on a board." And then there's the questions about, well, what kind of board? And there's also the question of, what does it really mean to serve on a board? Because I think many of us have the experience of sitting in on our organization board meetings, but it's sort of different when you flip the table, right? And now you're the board member with the management team coming into present. So, one of the other nice activities that Athena put together was the ability to walk through board simulations as a group. So, a group of 10 women would come together and there'd be a facilitator and you'd actually walk through a board scenario, and kind of learn the process, in terms of, even just the simple things about calling meetings to order when there was something that required some sort of approval or vote, what the process was, but then really throw in a hairy situation and say, “Hey, you're now the board, let's walk through how you're going to advise the management team on how to handle the situation.” Or in some cases the boards need to step in, right, and play a bigger role in making sure that the situation is managed appropriately. So I thought that was really great as well, because we all talk about, hey, I want to be on a board, but getting the opportunity to really do more scenario based understanding . . . and it's like, wow. I mean, that's a serious responsibility . . . getting to kind of experience that, not in an actual boardroom, but in a simulation, I thought was super valuable.

Nicole: Absolutely. And nonetheless, once you were on a board, I'm sure there were still gaps in your game if you will, and areas where you were like, whoops, I've never simulated for this. This is real time. And I have a gap in my skill set here, or I just made a mistake. Whoops. What were some of those hiccups, if you don't mind sharing?

Julie: Yeah. So, I guess what I found out pretty quickly is there's a lot of discussion about onboarding new board members. My experience was that you onboard yourself in many ways and that, I think I heard something fantastic last week where somebody said, if you've been on one board, you've been on one board, because each board is somewhat unique. So, I'm not making any generalizations, but Axon had a board team that had been with the company for many [years]. I was the first new board member in a few years to onboard. And not only was I new to being on a board but was new to them. And so as much as I got a lot of great support and coaching and advice from the chairman and the gentleman that runs non-gov, right? They were more than happy to help me.

I had many years of history to try to catch up on. So, what I realized pretty quickly was somebody's not going to do it for you. Take some initiative to figure out how you onboard yourself and knowing that I can never make up for the fact that some folks have been on this board for 10 years, but how do I at least show the initiative and the desire to want to understand more. And also, when appropriate, raise my hand and say, I don't have that context or history. If now's not the time to give it to me, fine, but I'd love to understand more so that I can really understand the dialogue and the conversation more. So, I think a lot of it's taking initiative to really engage and learn the business, learn the committee that you're on and kind of what your roles are, but more than anything constantly ask for feedback, right?

I mean, I've been on Axon's board for about two and a half years. And outside of the fact that this past one we just did is virtual because nobody's traveling right now, I try as best as I can to pull folks aside and say, hey, any feedback? Right? Cause you know, I'm always trying to make sure I balance my, “Hey, this is what I would do” versus, “Hey, have you thought of these things?” And just make sure that my engagement and support of the team is not coming across as an operator, but coming across as more of an advisor, consultant, if you will. So, I think you just got to keep asking for feedback.

Nicole: I think that's great advice. I also think that if you were the first new board member in a significant amount of time, which you describe, what an opportunity for you to come in and innovate and bring new ideas into that collective group. What are some examples of how you innovated, or some ideas, or perhaps disruptive thoughts that you brought to that group?

Julie: Yeah, so, it's been fun because I was the first woman board member. Not ever. There had been a woman on the board before, but unfortunately, she had to move on. And so, they were very focused on some diversity. And so, I was the first, next woman to join the board. So again, one woman and the rest men. And so, almost immediately, I brought a unique perspective for a lot of different reasons, whether it was conversations about people related things, or just perspectives and interpretation on how things would be perceived. So, I felt like pretty quickly I was bringing a slightly different lens and voice. Somebody that was also somewhat a voice of a customer. I am certainly not law enforcement, but I buy technology all the time, and understood a lot about new business models that they were pursuing and to be able to add a voice about like, this is how this can be perceived from a customer perspective. Right. Great idea for monetization, but let's think about what the expectations are from another view. So I think there were several different perspectives I was able to bring in very quickly and I felt like people were more than willing to listen to my ideas and thoughts and voice having been through similar growth, and similar responsibilities around digital transformation and those types of things. And they would come to me a lot offline and just say, “Hey, what are you doing to solve this problem?” Because they knew I ran IT for FireEye and then ForeScout and it would be like, Boom! This is what we're doing. And sometimes they take that advice and other times they're like, hey, we think we might go a slightly different path and we talked about it. But I think even just in sort of day to day, what are they doing around security? What are they doing around digital? I've got very relevant experience to help them as they make some of those decisions.

Nicole: Terrific. And how would you say, or would you say, that you're facilitating further diversity on the boards that you're a part of? Are there things that you've done or implemented?

Julie: So I, myself, wish I could take credit for the diversity that Axon’s board is focused on. We now have another diverse board member that represents a new community. So that has been phenomenal. And as we look at what skills and experiences we need to bring on the board we constantly talk about, hey, as we look for those skills wouldn't it be great if we could compliment the team with more diversity beyond, obviously, just gender? And so already we've doubled our numbers. And I expect in the future that will continue to grow.

Nicole: That's fantastic. It takes time, but it's well worth it. Right? Terrific. What other thoughts or comments, maybe advice even, for the folks that are listening do you have to share?

Julie: So, I think I was extremely lucky in terms of, you know, decided to go after pursuing a board opportunity and really within the first year and a half made it onto a public company board. I don't know that, that will happen for everyone and not because I'm special, but because I noticed as I interviewed for other board positions and as I've worked with other peers and folks I've brought in network, that sometimes it just takes longer. Sometimes the path is a private company board. Sometimes the path is a nonprofit. So I just, I do feel like there's gotta be a level of patience and that there has to be an understanding that there isn't the right board for you. It's everything has to align. And I find that the processes just end up taking longer than we're used to in sort of the job hiring scenario, right. Where you're going for a new role often they're really trying to move those along very quickly. Whereas with the board stuff, they start very early often, and then things will happen, right? Uh, COVID-19 will come up and somebody will say, hey, look as much as that's important right now it's more important we focus on the day to day business operation. Um, and so it's just patience, I think is what my advice is more than anything.

Nicole: I think that's great advice. One of the questions I've asked some of the other interviewees on this podcast series is about the merit of being on a not-for-profit board or being on a private company board, as it pertains to helping on the path to getting on a public company board would love your thoughts on that.

Julie: Yeah. So I am no expert in, I've gone through the sessions around, hey, how do you really think about what type of boards you're looking for? And so I have a good idea of when going nonprofit might be the way to go. I know plenty of women that started joining the nonprofit board and that opened up doors for them to move into public board service and/or private, or pre-IPO type board service opportunities. So I think it has absolutely been a stepping stone for some really strong women to get on boards, because a lot of times you're sitting on those boards with other operators or CEOs or executives, right. That now you've built a relationship through this nonprofit. And then that opens up the opportunity for you to potentially, when they're thinking about their next gig, or they're thinking about somebody that they know looking for talent, you've now got somebody that's like, look I've served with them on a nonprofit and they're super engaged and intelligent, bright, and smart, and have a lot of great ideas and opinions, and that does open up doors.

Nicole: Agreed. Absolutely.

Julie: And I do think it's a different experience. Sorry to interrupt you. I do think it is a different experience serving on a nonprofit versus a public company. There are different expectations, I think, in terms of fundraising and in terms of things like that. But I think any of those are great experiences that would help in either direction.

Nicole: No agreed, no fantastic. Great insights. Any last thoughts before we sign off that you'd like to share?

Julie: Yeah. A couple of things. This is my advice. I had originally thought that the path to getting on a board was by leveraging my own personal network and saying, "Hey, former boss of mine, I'm really interested in joining the board, just thought I would let you know." I just really did not find that to be a path that worked for me. I feel like they probably hear that from a lot of people and it's not contextual. But I also feel like sometimes people see you as an operator or see you as what they believe you are, and maybe aren't able to, kind of, think more broadly into, hey, how would this person look in a boardroom setting? So I really do feel like taking advantage of the variety of great organizations that are out, I mean, there are many, many great organizations out there that are trying to help support for diversity that I think are, in my opinion, a better way to really get engaged with people that are really supporting this out in the community. I think there's [inaudible], there’s some amazing things. And I find that to be a better route because I think that there's more energy and [inaudible], and activities happening to really make and facilitate these board matches than in just the normal, hey, if you happen to hear of a board opportunity I'm interested, right. I did not find that as effective

Nicole: As helpful, right. It sounds like you took a more strategic sort of laser approach, and that led to a better result. I think that's very insightful for folks. Instead of casting the net widely, being very targeted in your approach. Right. And I've heard different paths be successful. But I think it sounds like yours was very intentional and that made all the difference. Certainly, your year and a half timeline of getting on a board. That's certainly shorter than a lot of other stories that I've heard. So, it seemed to be beneficial to you for sure.

Julie: Yep. And, I mean, I have some really amazing other candidates, right? I mean, when Axon decided to go look for a diverse board member they looked at many really, really strong women in leadership roles. And I mean, it was a super impressive group of people. And very much when I started the process, it was in the context of this is going to be great experience for me. Right. I finally can do the interviews. I can see what they're like. I can see if my board bio resonates. I can kind of practice. I really didn't go into it with the expectation that it would end up being as successful as it was, but it was like my first opportunity to at least sort of try it out. And I'm happy to say that in the end it worked out that it was a great match. But it was . . . I felt prepared, but I also really felt like it was going to be practice more than anything.

Nicole: Right. Well, credit to you and kudos to you certainly. And such an appreciation I have for not only what you're doing for Axon, but for others to promote diversity and to support other women on getting an opportunity to explore these things, right? So, Julie, I'm just grateful that you took the time to spend with us today and to share about your journey and so appreciate all that you're doing. And thank you so much for being with us today.

Julie: Well Nicole thank you for getting the word out, and I'm happy to help in any way that I can. So, as your podcast evolves and as your interaction with other future, female board members, or other diverse board members, I'm really happy to help in any way I can.

Nicole: Absolutely. Well, thanks so much. Appreciate your time. All the best.

Julie: Take care.

Join BDO in discussion with Christine Heckart, CEO of Scalyr and Board of Director for 6sense and Lam Research.

Key Takeaways

• In order to add value to a board, needing to first absorb what is going on at the board level

• Taking time to listen and formulate good and meaningful questions/comments

• Seeking input on your performance

• Spending time with executives within the organization

• Investing in board training in advance of being on a board; continuing your education through board roundtables/forums

• Identifying your sponsors who really know your strengths and weaknesses and can advise you

• Having a broad perspective of what diversity can mean to a board

• Understanding the flow and quality of information that is coming to the board

Transcript

This 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 sitting on public company boards to discuss their journeys and their paths to how they got there. Today I'd like to welcome C-Suite executive and public company board member Christine Heckart. Christine brings over 30 years of experience in the technology industry, holding a variety of roles including CEO, COO, GM, President, and CMO across many industries including: SaaS, network, security, storage, music, and video at companies ranging in sizes from 50 to over 100,000 employees. Christine's worked for such iconic brands as Microsoft, Juniper Networks, Cisco and NetApp, and she's currently CEO of Scalyr, a machine data platform for engineers that operate cloud services. Christine was also recently named one of the 50 most powerful women in technology by the National Diversity Council, and a 2016 Woman of Influence by the Silicon Valley Business Journal. She's a published author and columnist and serves on several nonprofit boards and teaches at the Directors Academy, which provides board training and prepares people for their very first public board positions. A lovely segue, I think. Christine, such an impressive background and so grateful for you to be able to join us today and share a bit about your board journey with us, welcome.

Christine: Thank you, Nicole. I'm a huge fan of BDO so I'm very delighted to join you today.

Nicole: Thank you so much and with that, let's kick it off and dig in a little bit with some questions. I would love to hear what were some of the early mistakes that you made as a first-time board member? If you don't mind sharing.

Christine: Well, honestly, I feel like I probably made every mistake in the book and I'm pretty sure I came up with a few new ones on my own to add value. So, from I'm guessing minute one I started making mistakes. I'll give you a great example which I never had considered might have been a mistake until years later when I was training at Directors Academy and James White said, “Make sure you don't make this mistake” and I was like, wow I made that mistake. And what he basically said is when you walk into a board, usually boards have a seating preference, like people generally sit in the same place and if you've seen one board you've seen one board, so there's not huge generalization, but chances are people might generally sit in the same spot, and I walked in and I sat down and I was one of the first people there, and so chances are pretty darn good that I took somebody's seat. And I never even considered that for a moment until years later and I'm like, hmm, I wonder whose seat I took, and rearranged the entire board around my presence. As a first-time member, which is really naive when you think about it, and probably indicative of a level of unconscious hubris that I wouldn't have thought to say, “Hi, since this is my first board meeting, where do you suggest I sit?” That probably would have gotten some great information about the board and I probably would have not made that mistake, so that's one example. I can give you a million other very subtle stories and examples like that, but board service, especially when you're a first-time board member and I think it's, you're trying so hard to be a good board member and it's easy to make mistakes without even realizing it and they might not be grating. They might be subtle, but the more you can be very aware of your surroundings and very tuned in to the tone of what is happening around you and the other board members, and really get to know them on a personal level, the fewer mistakes you're likely to make.

Nicole: All great points and I think it probably came from a place of wanting to add value, right? I mean the mistakes, not to overly assume, but a lot of times you’re focused on “How can I add value? How can I add value?” I would love to hear your thoughts on what that even means, right? Because, I think a lot of mistakes can come from that and not necessarily knowing when to balance sitting back and listening versus when to speak, etc. And when you are trying to add value, really recognizing what that truly means and how long does it take before you really can? Any thoughts on that?

Christine: Yes, I think that's a brilliant insight and I think it's very counter intuitive or almost oxymoronic. The more you try to add value the less you probably add, and certainly I believe when I came into board service, you're trying so hard to be worthy of that chair which everybody would love to have, and be worthy of the opportunity and the investment that, that company is making in you, and you want to “add value.” And the more you try to do that, I think the less value you add, 'cause it creates in many ways exactly the wrong mindset and behaviors. And every board is different for sure, but in my super limited nine-years’ experience with Lam, I feel like the times when I truly was able to add value are the times when I was asked. And so if you kind of think about it through that perspective, I think when you show up to a board, especially the first time, you have an impression of the way board members are supposed to act, and what you're supposed to be doing there, and you're there to “add value.” And so, you either want to share an experience which frankly most people don't care about, and so you're better off not doing that again unless you're asked. Or even if you approach it like we've all been told, ask questions. But if you're asking questions kind of in a veiled attempt to “add value” through the brilliance of your question, chances are that you're again probably not adding that much value. And if you really can take the time to sit back and absorb, which I would say I didn't do a good job of at first, like later, thanks to the patience and mentoring of a lot of amazing board members at Lam I got there, but I remember I think it was Eric Brandt, who was one of my fellow board members, made a comment, several board meetings in. We all kind of joined at about the same time and we were probably 3/4 in and he said, “I think I'm just now to the point where I know enough to ask a smart question,” and I thought, wow, how many questions have I asked in the last year? And so, what that told me is probably not a single one of them was smart, because he's way smarter than I was and he's a more experienced board member than I was at that point. And he was just kind of to the point where he thought he could formulate a smart question. So, one great way to add value is to not try to do that, and to wait to be asked whether it's in the boardroom or outside of it in order to give that value.

Nicole: Super helpful. And it sounds like he was one of the folks in your universe of the boardroom that helped you to become more effective. Were there others that helped you, or where did you go to seek guidance and mentoring so that you were on that path to becoming a more effective board member?

Christine: Yes, I was so incredibly fortunate to land on a board with amazing and very seasoned board executives: Cathy Lego and Abhi Talwalkar and Mike Cannon and Eric and Steve Newberry, who was Chairman. They were patient, for one thing, and they really invested in me. Some of the things that I did over time, and I was not great about this early on, like the first year, and I became much better later, is one: I really sought input. In fact, the Lam board did a great job of doing annual board reviews and I would sit down with the chairman and the lead independent director and really pull information from them about what I could do to be a more effective board member. I also had the chairman who had been an operating executive at the company for a long time and he had put a lot of the cultural foundation of that company in place and something they called the “Lam Management System” which was really important to the way the company operated. So, I asked him to spend extra training time with me to train me on the Lam Management System in the same way he would an executive there. Then I had a much clearer lens about how that company operated and what they expected. I also had the incredible sponsorship of Cathy Lego, one of my fellow board members and some others to get plugged into board roundtables outside of my direct board experience. So BDO runs a fabulous board roundtable here in Silicon Valley. Hitesh Shah started it. He plugged me into that. Once a quarter, I have a chance to meet with other board members and get training and enrichment. Cathy Lego started a board roundtable with 15 members. We rotate houses and go to different peoples’ houses and have a set agenda and a topic once a quarter and so through those extra developmental efforts I was able to learn from experiences of boards beyond the board I was on and that was amazingly, and still for me is amazingly, helpful.

Nicole: That's fantastic and thank you for the BDO plug by the way. Unsolicited everyone but thank you so much and I think your obviously, your voracious quest, and innate curiosity about how to be effective, how to learn, how to get mentoring, and to put yourself in a space surrounded by people that could support that process for you was, It sounds like, a great part of your path and one that I think everyone can learn from. That's great, and so on that note what advice would you give to someone who is looking for their first board role? What would that look like?

Christine: Boards are really tough to land. I mean any first thing is tough. My son just graduated from college. Finding that first job is tough, right? Getting that first promotion for the executive suite is tough.

Nicole: I vaguely remember that, Christine.

Christine: Right? Exactly, me too. Like back when dirt was young. Becoming a CEO for the first time, for me last year, super tough. People have to take a bet on you, and it's the same with board training. So, what you need more than anything else is, one: you need a lot of luck. And let's just not be naive about that. A big part of success for any of us at any time in our life is just luck. 99% luck, 1% what you make of it. Then you better be ready to make something of it when that good fortune comes along. You need sponsors and there are lots of places that you can find your sponsors. People who you know who sit on boards are obviously the best place 'cause they get the deal flow. Companies like BDO, or any company who deals with a lot of boards and is plugged into a lot of board members and knows you and your strength are a great source of sponsorship. And anybody else in your career. I mean, if you're looking for a board, it will take probably three to five years to get your first board. I'm pulling that out of the air, but from what I understand it's a long process. You have to start telling everybody you know that you're interested, and you have to start preparing yourself. And if you can find people who are very active sponsors, it's something that I personally spend a lot of my own time on now because I am very passionate about helping people, especially people of diversity, but really, anybody who's worthy and has a lot of value to add to help them land that first public board seat. So, I spend a lot of my own personal time trying to help women and engineering executives get on boards. And I run a board training class once a year for these people. In fact, you guys often participate in that, but wherever you can find a source of sponsorship, and probably more than one. If you want on a board, it's just like finding a job, you have to put a lot of effort into it and you have to meet and rub elbows and shake hands and get to know people on a personal level and give them a chance to know you and really make an investment: investment in yourself and getting ready and board trained. I wish I would have had board training before I sat on a board. I may not have made at least as many mistakes. I'm sure I would have figured out a few to make, but I could have saved Lam and my fellow board members a lot of aggravation had I just invested in my own board training before I took that first seat. And then you gotta get out there and really ask for it.

Nicole: Takeaways there you said, sponsorship, essential, working your network. Nonprofit board? Is that something that you saw as good experience that prepared you or not so much? Because I know that you have been and are on several nonprofit boards. Was that something that helped?

Christine: For me it wasn't, but I do a board training class. I teach at Directors Academy once a year and then I put on board training for engineering executives once a year. And so, I go to that training multiple times a year as a result, and what I have the opportunity to do is then hear all these other sitting public board members and their experiences. And I learn an enormous amount every time I do this, and one thing I've learned is there are so many paths into the boardroom. And there are people who believe and who have had success by sitting on nonprofits and/or private boards of some sort and using that as a stepping stone. Where it seems to be the most useful, is when that nonprofit board consists of members who also sit on public boards, because then they become your sponsor. It's like, oh, I've seen how you operate in a board setting and I think you would be good for this other board that I either sit on or this person that I know about, because so much of board activity, unfortunately, still is who you know and who knows you, and getting in that deal flow.

Nicole: That is great. That's a great tactic, like you say, really evaluating that nonprofit board for what the board members are like and seeing that as potential leverage, and like you say that sponsorship. That's fantastic. And so, you've mentioned a couple of times, diversity in the board and your own commitment to that as you sponsor others. What is your philosophy around board diversity and how, in your opinion, has the boardroom changed? How is it changing?

Christine: One thing that I don't resonate super strongly with is a narrow interpretation of the word diversity. And by that, I mean when people say “diversity,” and what they really mean is: we need a female on the board, or they say diversity, and we mean: a person of color on the board. I do think those are enormously important, by the way, I'm not minimizing the importance of that in any way and I don't believe that, that really makes a diverse board. When boards are made up primarily of people who have had the same entitled upbringing and experience i.e. CEOs and CFOs and that is 70 to 100% of the make-up of the board, then they could be equally balanced, male, female and people of color and caucasian, and in my mind you still would only have a partially diverse board. So, what I look for and what I advocate for is diversity of titles and experiences. So people who represent both the customer base: where they are in the world, who they are, and/or the titles in the company that you get people who came up through a technical background, a marketing background, a sales background, a finance background, an engineering or HR background, whatever the set of experiences are. If half of the board has those diverse experiences and the other half is CEOs and CFOs, then you probably will get other kinds of diversity as a byproduct and you will have a more valuable and diverse set of perspectives around the table than if you have people who have all had the same title, but maybe have different external packaging which matters less.

Nicole: Absolutely. It's an excellent distinction. Fantastic. And last question for you about innovation in the boardroom, and how you are innovating in the boardroom. I would love to hear more about that. Have you done things that you felt were innovative or do you feel that, that's a priority for someone who's on a board?

Christine: I don't feel like I have done something innovative in the context of a boardroom, and I've done plenty of things that I consider innovative, and I have helped, but certainly not lead transformation in the boardroom. And I, as a first-time board member, I don't think I would have had the credibility to lead much of an innovation at my previous boards and I don't know how quite to interpret the word innovation in a board. But what I believe fundamentally in, is good governance in the on-going, striving, the continual striving for better, more holistic governance within the board. I do think boards are under more pressure than ever before, not just some things like diversity, but to answer the question, what should we know? And how can we know it? And things like Wells Fargo I think have brought that to the forefront. I think Wells Fargo made everybody question: What is a board's role in culture? What should it know about the culture and how can it know that? Because so often the information flow into the boardroom is quite controlled. So how do you find these things out? And if there is innovation to happen, then that innovation in my mind is best spent around this governance topic and specifically around the accurate and holistic flow of information from a company into the boardroom, in a way that's productive, 'cause it could be very unproductive as well. So how do you have a healthy balance, and a healthy flow of information so that the board can be effective in its governance role?

Nicole: Right. Effective governance. And there's so many competing priorities, obviously, that a board faces, right? How does that stack rank against those? Right? Very interesting, great perspectives.

Anything else Christine, that you'd like to share that you think would be meaningful for either current board members or aspiring board members to know?

Christine: You know, I think I'll share one other story. It's kind of a, it's a mistake and a learning, but it's something that definitely stuck with me. Over the course of my own board service one of the things that I stumbled on, and I thought I was stumbling on it, not a survival tactic, because I never felt threatened…I loved my board service, but it became an adaptive response to how to effectively influence in the board. My experience was very diverse, and I would ask questions that later, one of the executives told me, “It's not that we didn't want to answer your question, it's that we really didn't understand it.” So, I would ask questions around monetization of data: How are we thinking about monetizing our data? Or questions around the move to SaaS very early in the evolution of that movement. I was making an attempt, a poor attempt, to add value and I was making an attempt to influence, and to influence strategy, and I was doing it in the boardroom by asking questions, and I wasn't being terribly effective, and what I discovered is, I became more effective in that influence by having dinners and conversations with people on the board and in the executive team outside of the board meeting, and to really have a conversation. “Well I'm curious about this, how do we think about this? And are we doing this here? This there? Why not?” And so, a lot of my time investment ended up happening outside of the boardroom. And like I said, I thought that was just because within the context of the boardroom I always considered myself kind of the least significant bit in the 8-bit byte, because I didn't have the semi-conductor experience that everybody else had, and I didn't have the seasoned board experience everybody else had. I was there just to be a sponge and learn. And so, it was kind of an adaptive response for me. And later again at one of my many training courses that I was teaching at, but I was also sitting in the class to listen and learn from others. A very seasoned chairman said that the way he influenced in the boardroom was to not do it in the boardroom, to do it outside of the boardroom. And he described this process of meeting with people and having breakfast and lunch and dinners and conversations throughout the year, and not waiting for the board. And, in fact, not relying on the board meeting to introduce ideas or to try to influence. And I thought, “Oh my God, that's what I've been doing!”. It was an adaptive response and here's somebody that's chairman of the board of several different companies and this is his practice. It's like, maybe this is the way everybody is doing it and that's why trying to do it in the boardroom is really not even that efficient. It's all these very subtle things that nobody writes down in a handbook, actually that would a be great thing to have, a handbook for how to be an effective board member.

Nicole: “How to be a Board Member for Dummies,” or something?

Christine: Right! Exactly. If somebody would just write . . . that is probably out there. And if I just go look for it, I could've been a more effective board member from day one.

Nicole: Not at all. I think your willingness to share some of the stumbles and/or mistakes, that is so beneficial and helpful to anyone who's trying to navigate getting there, right? And there's, probably a crass adage but I'll share it, that my great grandmother used to say and that was, “Poop makes great fertilizer.” And I think as tacky as that may sound, if we choose to look at those mistakes as real opportunities and the growth that comes from those, then it's a win. So, thank you for your willingness to share some of those, for everyone that's listening to learn and benefit from, and I can't thank you enough for your time, Christine. This has been invaluable and BDO thanks you so much for your willingness to share. And, certainly, we look forward to staying in touch and having you on again in the future.

Christine: Thank you so much. I, first of all, I wish I would have met your grandmother. I feel like I love her adage. I should be growing like a bad weed at this point and delightful to have been part of your podcast.

Nicole: Wonderful, thank you so much Christine. Appreciate it. Have a great rest of your afternoon.

Join BDO in discussion with Bob Tirva, Audit Committee Chair of Resonant and CFO of Sonim Technologies.

Key Takeaways

• Proactively seek out opportunities to continue education and expand your existing networks in meaningful ways

• Be patient and open to positions that play to your strengths – including skills and industry experiences

• Adjust to sitting in the role of oversight versus the role of management

Transcript

This 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.