How To Be A Good Independent Board Member

I’m writing this from both the perspective of a former CEO (who would occasionally get sideways with his board) and that of a six-time independent board member.  I’ll look first from the CEO perspective, examining what I wanted in an independent board member (aka non-executive director), and second from the board director perspective [1].

The CEO Perspective:  What I Wanted in an Independent Director

As a CEO, I wanted:

• An advisor.  Someone I could use as a sounding board for ideas and decisions.  As CEO, you have no peer group within the company [2], so it’s valuable to have someone who knows the company, is current on industry best practices [3], but who feels less boss-like than the VCs/investors on the board.
• An expert.  Someone the board would look to for opinions.  This is important — when the board is leaning left and the CEO wants to go right, an expert who has been-there, done-that and whose opinion is respected by the board can be quite influential.
• A supporter.  Someone who would have my back both in board meetings and, more importantly, if and when board members get together outside board meetings to discuss the company [4].  When things go sideways, this can be the difference between a reconciliatory conversation and a replacement CEO search [5].  Remember Sequoia founder Don Valentine’s famous quote:  “I am 100% behind my CEOs right up until the day I fire them.”
• A diplomat.  Someone who, when times are tense, can work as an intermediary between the differing parties, often but certainly not always, the investors on one side and founders/management on the other. Former sales leaders often perform well in this situation [6].
• A coach.  Someone who can help make the game plan for getting something done (e.g., decomposing and sequencing) while providing a pep talk or a kick in the butt, as indicated, along the way of doing it.

I think (and I’m obviously biased here) that current/former GMs and CEOs make better advisors than current/former functional heads [7] because they have wrestled with more of the issues that CEOs face.  The hardest part of the CEO job (for me at least), and the part for which climbing the corporate ladder leaves you most unprepared, is working for a board, not a boss [8].

I should add that ensuring proper corporate governance is an important duty for for the board, but while critical, I view it as table stakes and have thus excluded governance-related items from the list of differentiating attributes above.

The Board Member Perspective:  What I Think Makes a Good Independent Director

From my position on several boards, I think a good independent director is:

• Someone who acts as an advisor, not a consultant.  People sometimes confuse the two.  Advisors respond and consultants create.  Advisors provide feedback on your ideas, plans, and deliverables.  Consultants play a role in making them.  Put differently, advisors can show up to a discussion without doing any homework; consultants do the homework to create the materials for the discussion.
• Someone who builds a 1-1 relationship with the CEO and delivers the vast majority of their value-add through that relationship [9].  Board meetings are great, but they typically involve a large group of people and are part performance art and part working group.  Important decisions do get made in board meetings, but a lot of education, detail-driving, consensus-building, and other value-add happens outside.
• Someone who brings ideas and best practices.  It’s easy to get myopic when you’re building a company; there is so much to do inside, it’s easy to forget to look outside.  Good independent directors stay current on best practices (e.g., systems, methodologies, tools) and bring them to the CEO and the company.  See my current Gong evangelization as an example.
• Someone who’ll have hard conversations.  Nobody likes being told things that they don’t want to hear, but somebody needs to do it.  The good independent director tells the CEO when their go-to-market analysis is weak, their hiring plan is completely unrealistic, or they should pay more attention to a competitor who’s intent on eating their lunch.  These contrapuntal conversations aren’t always pleasant, but they can add a lot of value.
• Someone who challenges the CEO on strategy and executive team hiring and composition.  These are absolutely key CEO duties.  Too often strategies lack focus, and executive recruiting processes lack discipline.   Executive team composition, at a high-growth company, is a constant struggle [9A].  Someone needs to say things like, “you’re trying to be everything to everybody,” “the three CFO finalists have completely different profiles,” or “why is every e-staff member in the biggest job they’ve ever hard?”  We need a focused strategy that we can execute.  We need finalists to fit an agreed-to profile [10].  We need a team that balances up-and-comers with veterans.
• Someone who inspects the troops.  Call me old school, but I think an important part of every (post-quarter) board meeting is a brief operational review where each functional heads presents the status of their department.  While experience has taught me that this is a better way to discover bad apples than identify good ones [11], I nevertheless believe it’s an important part of a meeting.  As a former operating executive, the independent director should take the lead in this inspection.
• Someone who pushes for standard metrics and templates.  This is not primarily because I like metrics, but because it is human nature to cherry-pick metrics and the only way I know to prevent such cherry-picking is to design standard, holistic templates and use them at every meeting.  That eliminates any possibility of only talking about the good metrics and omitting the bad ones.  If the board doesn’t know about a problem, they can’t help solve it.  Standard templates ensure they know.

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Notes

[1] Knowing full well that the CEOs you’re supporting should be the final judge of that.

[2] Which why it’s a nice idea to get one outside the company via one of many CEO groups

[3] Some operating execs let themselves get pretty rusty in this regard.  Having worked with highly pedigreed but anachronistic advisors, I work hard to stay current in operating models and topics.

[4] This might be a closed-closed session after the usual board/CEO closed session, or it might be separate formal or ad hoc meetings where non-executive board members and investors have discussions.

[5] Founders typically worry about the latter less, but hired CEOs do and probably should worry about it more.

[6] Who later go into GM or CEO jobs to best pass all my tests.

[7] With the exception of CFOs for audit committees and such.

[8] This is particularly true on venture-backed startup boards where there is comparatively more “cat herding” than on PE boards which, while they have their own challenges, are usually more clear and singular in what they want.

[9] It should always include the CEO.  It might also include relationships with the CRO, CFO, CMO or other advisor-relevant functional head.

[9A] The fundamental tension between the cliché conflict between:  “dance with who brung ya” and “the people that got us to this level aren’t [necessarily] the ones to take us to the next.”  (See slides 11 to 16 of this presentation.)  [Necessarily] added because some people seem to think that getting the company to Level X is actually a liability in the climb to Level X+1.

[10] Deciding whether you want a CFO from an accounting/controller background or a finance/FP&A background should be decided long before you have a list of finalists.

[11] If someone is bad at presenting their department, they are typically bad at running it.  However, the converse is not true:  if someone is good presenting their department they may or may not be good at running it.  Some execs “give good meeting” such that they paint a rosy picture of a broken function.