Understanding the Timing of Board Recruitment

Melissa Henderson January 9, 2019

Is there a playbook for how to land your first board seat? I find that the majority of executives who aspire for corporate boards seats lament that a trusted, tried and true playbook does not exist. So how do you get clarity and sort through how the timing for selection of candidates for independent directorships really works? How do you crack the code?

While this post will not have all of the answers, I hope to share a bit of insight from what I have learned through my practice of representing executives for independent directorships and building a portfolio of boards on their behalf. As I navigated the maze of board candidate selection, I realized only 16% of board opportunities ever leave the board room.  In fact, 84% of the time the decision and selection is made by insiders around the board room table.  When activist investors add board members, they put their own in and hence there is a fight.  Because the Fortune 50 use more traditional approaches, I believe ideal target is in the growth, mid-market revenue range. The board director opportunities are in the $500M to $5B companies.  So, how does the typical timing play out?

Public Companies

Just about every executive I speak with, aspires to a publicly-traded corporate board seat. Even with all of the risk and exposure, they have this as their brass ring.  So, how can they make it a reality and maintain the right set of expectations?  For me, the answer is simple – by understanding timing and having incredible patience, persistence and perseverance.

There are two seasons for public boards – May and October. Under typical circumstances, for an independent director to be elected to a public board in May, their candidacy and the process should begin in October of the previous year. The initial discussions start in October, followed by assessment of the candidate pool in November/December and ultimately candidate interviews and selection in January/February.  The candidate is then selected, a proxy is generated and sent to the shareholders.   In May, the candidate is elected to the board.

In the October season, the process simply reverses by seven to eight months. Internal searches use the same process as outlined above but may be one to two months less in time. It is imperative for executives to build intelligence on when board seats are being vacated or when a term is expiring by looking back at previous proxies.

If there is a death of a board member, the by-laws of the board will allow for the board to elect a conditional board member. That member will most likely be reelected at the next annual meeting.  Unrelated to a death, boards will not accept sudden resignations because each board member has or should have a unique value. The board cannot afford the gap in a resignation. Expertise in audit, risk and compensation currently offer great opportunity. On the board of NASDAQ companies, three financial experts are required.  If there is a resignation, that is an opportunity.

Privately-held Companies

Where the public board process appears arduous, privately-held boards are really no easier to navigate. Although “proxy season” is not a factor, the selection process is still difficult to time.  I have experienced cases where a candidate perseveres a dozen interviews over an eight-month period.  Other cases include family-owned boards where decisions can be made very quickly and the process only takes two to three months. The answer to private-held timing is – there is no seasonality.

Private Equity Portfolio Companies

When I place an independent director on the board of a private, equity-owned portfolio company I find a similar process to public companies. That said, the private equity arena can be much more spontaneous.  During due diligence they are already assessing the current board members and determining who they will keep and who they will release.

Some private equity groups do not involve independent directors at all, so there is no opportunity. Other private equity groups will replace an entire board.  It is one of the most complicated arenas to navigate. If the private equity group does engage independence, they will have a stable of candidates that they already vetted, know or their network will know.  On a moment’s notice, the candidate will be contacted and elected to the board.  Every seat has a specific need – expertise, skillset, or industry knowledge.  My answer for this group – build relationships with private equity groups early and often.

Whether publicly-traded, privately-held, or private equity-owned, your network is key. It needs to be expanded beyond the typical suspects. Outside counsel and bankers tend to be a great source for networking into board opportunities, as they are trusted advisors to these companies.  Whether you do it yourself or retain an agent, you must brand your value, create a strategy and plan and work tirelessly to execute all three.

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