How to Prepare and Interview for a Private Company Board Seat

By Roberta Sydney


Director Recruitment Private Company Governance Online Article

Preparing for private company board interviews is more nuanced than preparing for public company board interviews. With public companies, there are myriad readily available due diligence sources to study and learn about the company, the management team, its business results, and the board. Among other sources, these include the 10K, the 10Q, the proxy statement, and investor presentations. To prepare for private company board interviews, none of these items is available, so more undercover sleuthing and background investigation is needed. However, doing your homework will allow you to walk into an interview prepared, helping you stand out among the other candidates.

To uncover information about the private companies you are interested in serving, start by searching the company's website along with Google, Glass Door, and Wikipedia. Look up the company and research its senior management team. Read about the company and what is said about its products or services and what it's like to work there. Attempt to discern whether there are or were any recent lawsuits, scandals, or financial issues that might give you pause about joining the board.

As a second step, look at the company's directors and in particular the chair, who is always an important person to gather intelligence on for any board that you might consider. Perform due diligence on each person and ask yourself: Would I be comfortable with who they are and with where they've been, and would I want to join that team? You might be able learn about the company's directors from LinkedIn or databases such as Equilar, Mergent Online, and Orbis. One of the other ways to learn about the directors is through your own network. Find people who know the directors and reach out. Another side benefit of learning about each director is uncovering things you have in common, so that when you meet with each individual, you can connect during your interview. The same hometown, a school you both attended, or a shared hobby are all helpful points of connection.

The third step in preparing for a private company board interview is to fully understand the company. Make sure that you are knowledgeable, believe in the products or services, and gauge your ability to contribute meaningfully to that company's board. Understand the competition, how they are growing (or not), and what might differentiate this company's products or services.

Since board recruitment is generally a multistep process and could take up to a year depending on the company's sense of urgency and schedules, prepare in advance for each interview. It is important to convey who you are and how you would add value by leveraging your prior experience, which may be as a lead executive delivering to your own company's board, for example. Demonstrate that you can add value to this board for reasons you can explain. To do that, pick a few themes or stories about yourself that make your answers memorable and applicable to this company. To keep your answers concise and relevant, practice them out loud. Be clear about how you would add value at the governance level. Nominating committee chairs are allergic to candidates who sound operational. Just as with public company boards, private company board members should remember the saying, "noses in and fingers out."

Your conduct is important, and how you show up to each interview matters. Treat every interaction as part of the interview, including when arranging appointments. Every contact with the company is being evaluated and every interaction that you have with anyone from the company or its board consultant is scrutinized. Sometimes, it's the smallest courtesies—or lack thereof—that can make the difference in candidate selection.

You may be asked during an interview, "What do you think the company could be doing better?" Consider your answer carefully. One suggestion would be to praise something that the company is doing very well and use this question as an opportunity to preview how you would add value to the board by offering a constructive piece of guidance.

Interviews are dialogues, and you must come with your own questions too. You want to learn about the company and everyone you meet to discern if this board would be a good fit. Develop questions to ask as you go through the interview process. If the information is not readily available or provided, ask about the company's liquidity position and debt burden, for example. If the company has had some recent troubles or financial reversals, seek to understand whether things have been handled or whether the company is on the right trajectory to resolve them. You might also inquire about board dynamics by asking each person with whom you interview (including the chair and CEO) about the relationship between the CEO and the chair.

Finally, not every board opportunity will be the right one for you. Pay attention to any red flags and avoid being too eager, especially if an opportunity would be your first board seat. Do not go further in the interview process if you spot a red flag that's a stopper for you. Instead, press the pause button and pull yourself out of the interview process in a professional manner. The right opportunity is out there, so do not rush the process.

Much success on your board journey!

Roberta Sydney, NACD.DC, is a seasoned board director and former CEO serving as board chair of HEI Civil, a private, multistate, civil construction company.