How to Be an Exceptional Director (When You're Already a Good One)

By Lynn N. Clarke


Private Company Governance Online Article Corporate Governance Director Education

Do you want to be a highly valued board member?  

Of course, you do, otherwise, you wouldn't have read this far. To provide a broad perspective, rather than pontificating based on personal experience, I asked several exceptional CEOs and board members about their views on how a good director can become exceptional. 

Their answers coalesced around a few themes. Respect and humility were mentioned most frequently, followed closely by the ability and willingness to ask questions, learn, and share rather than opine. Dedication and a true commitment to company success as well as to its brands and mission

What actions create an exceptional board member? 

  • Understand, listen critically, and then probe - respectfully

  • Challenge the status quo: be tough but respectful

  • With great humility, share individual wisdom and experience (both wins and losses)

  • Have a sincere desire to help and improve the business—passion for its success

  • Be willing to test your point of view and respectfully test others with the goal of helping to collectively make the tough decisions

  • Have the courage to publicly change your POV after probing and listening

  • Believe in and support the company's core values, mission, vision, and brand(s).  Otherwise, exceptional won't happen.

A good board member leads by example. An exceptional board member: 

  • Helps fellow directors to work through differences beyond official board meetings to speak with one voice to management, avoiding unproductive conflicting signals.

  • Demonstrates a high level of caring—for fellow board members, executives, and employees—best described as trust.

  • Embraces personal feedback, both formal and informal, to further improve their ability to contribute to the board and business.

  • Is active beyond board meetings, sharing helpful information, provocative articles, and making it easy for executives or fellow board members to connect, talk, and, most importantly, learn.

Most of us have been coached or given advice to "accentuate the positive." There can be times when it's good to remind ourselves not to exhibit certain behaviors. As directors, we all know that we are not the CEO. Here are a few reminders…though I'm sure because you are an exceptional director, you won't need them. Exceptional board members never:

  • Ask "gotcha" questions.

  • Act as though they are the "Lord of the Board," with the right answers all of the time.

  • Hijack board dialogue.

  • Use a voice that is the loudest, most insistent in the room.

  • Act as though they are prepared when everyone knows they are not.

  • Attack board peers' points of view, motivation, or commitment.

A special note of thanks for the amazing insights from the exceptional directors or CEOs from Abarta Coca-Cola Beverages, Vollrath Manufacturing, Martin Preferred Foods, A. Duie Pyle Transportation, and Rogers Foam Corp. I'd share names, but as directors and executives who believe in humility, they would not appreciate the mentions. My sincere appreciation to each of you for the time you devoted to thoughtfully and thoroughly answering my questions, helping to create this extremely useful set of guidelines. 

This is the third in my series of articles on best practices for board members. It would be great to hear your experiences of transitioning from being a good board member to being an exceptional board member. Please email me your thoughts at Thank you, and happy holidays!

Lynn Clarke
Lynn Clarke is lead independent director for Vollrath Manufacturing and serves on the boards of A. Duie Pyle, Basic American Foods, Diana’s Bananas, and the NACD Carolinas Chapter. She also is the operating partner for Jelly Belly Sparkling Water and was the 2021 NACD Private Company Director of the Year.