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FEI/Woodruff Saywer Panel: Securing Your First Board of Directors Seat

February 11th, 2010

            Last night I had the chance to attend another great FEI dinner for what has been a great 2010 season. Although the events have all been memorable this year, last night provided another opportunity to revisit the topic of securing your first Board of Directors seat. It was a repeat of the panel hosted earlier in the year by Woodruff-Sawyer, which also happens to be a sponsore of the Orange County Chapter of FEI.  Also a good opportunity to catch-up with Ron Pakhouz and Jared Pelissier and hear about their great start to this year and the new clients they’ve been signing.

            For the panel last night, we were also fortunate enough to have the same high-caliber panel, which include Paul Folino (Chairman of Emulex), Priya Huskins (D&O expert extraordinare of Woodruff-Saywer), and Bruce Lachenauer, who specializes in Board member recruitment. I’m not going to go into a full overview of the panel, since much of what was discussed at the earlier one was repeated here. However, below are some of the key takeaway points by the panel members last night.

 

– More HR positions relative to the Comp committee.

– 40% of current new Board members are brand new vs. 16% previously.

– Last 4-months Board activity is up 40%.

– Large increase due to need for financial expertise.

            A. 25% are CFO’s

            B. 25% are from Audit firms

            C. 25% are from Investment Banks.

            D. 25% from other functions.

– “The days of the Generalist on the board are dissipating…” – Folino

– Develop a Board that has broad-based strengths and can contribute to all areas… – Folino

– Regardless of your functional area of expertise, you better be able to have a valuable point of view/position on all Board issues – Priya Huskins

– What can you do to make yourself a more attractive Board candidate? – Bruce Lachenauer

– There is no on-the-job training for a Board…you need to hit the ground running – Lachenauer

– How do you leverage Private or Non-Profit Board experience to Public? Typically there are Public individuals sitting on the former. – Folino

– I can’t think of a better time for individuals to be looking for Board seats than now. – Folino

– It’s not just about D&O insurance, it’s about the conduct leading up to questionable events and the quality of due diligence. – Lachenauer

– It moves beyond more than just the financial risk, but the risk to your personal reputation – Folino

– There’s an absolute need to scrutinize your fellow Board members & their reputations – Huskins

– What are the opportunities to interview the Executive Team of the company before making a decision? – Lachenauer

– I can’t imagine not having someone w/ a strong legal background on the Board when it comes to M&A activities. – Folino

– Participating as a Board members vs Advisors involves a much higher level of accountability. – Huskins

– This is the first year that Brokers will not be able to cast votes for Board members, which may create a very interesting environment for Board retention. – Huskins

– The Nominating Committee is now usually headed up by an outside Director as opposed to the CEO. – Folino

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