The Journey to Becoming an Exceptional Board Member

By Lynn N. Clarke


Onboarding Private Company Governance Online Article Corporate Governance

New board members all want to make a quick, positive impact. In the boardroom, however, “quick” has quite a different definition than in the C-suite. Recently appointed executives’ 100-day plans are meaningless when you are a private company director: a successful board member needs more time to build a strong foundation of higher-level oversight and understanding of interpersonal board dynamics. There are three phases to building this foundation during the first few quarters of director tenure at a private firm.

Phase One

It’s all on you to dive right in.

  • Contact your new colleagues quickly after being invited to join the board of a private company. It is especially important to reach out to members you did not meet during the interview process. Request a half-hour conversation with each, and prepare three or four questions focused on learning more about that individual and their informal role (every board member has one). The conversation is all about the other director, not you. Remember, you’re not selling yourself—you’ve already done that.

  • Find a director-mentor. Misinterpreting comments is easy when you don’t have the full picture or are not aware of historical conflicts or sensitivities. It is OK to ask for help from a longer-tenured board member. Almost everyone appreciates being asked to share their expertise.

  • Listen and learn the culture. You may know the industry, but every company has its own culture. Listen carefully, and if something seems unusual or out of the norm, follow step two above and reach out to fellow directors.

  • Appreciation means respect and, ultimately, enjoyment. Common courtesies such as handwritten or emailed notes of thanks to fellow directors are a must as you enter your new role. When directors appreciate, respect, and enjoy each other, tough discussions are easier.

Phase Two

There are four key concepts to remember once you have a sense of the company and board culture:

  • These are essential. The key lies in how questions are posed. Ask questions in a challenging but respectful manner, then listen to the answers and build on them. What is the best way to phrase a tough question during a tension-filled portion of a meeting? Some simple examples include: What if you thought about it this way? Have you considered this other idea? If you could only do one thing, what would it be, and why?

  • After gaining a better feel for the board culture, it is appropriate to share an idea or two (but maybe not 10). As when asking questions, it is important to consider how to share your ideas. Some useful introductions to your ideas might include: “I’m still new here, so this may not be practical...” or “Here’s an out-of-the-box thought: what do you think?” You will be surprised at how often your ideas will be appreciated and built on by others in the room. Heed this warning, however: Never send an email follow-up to the CEO or an executive offering to work with them to execute an idea. When the CEO asks for your help, then provide it and build that relationship.

  • Our sensitivity to the concerns of those around us has dramatically increased, particularly following the events of recent years, such as those surrounding the #MeToo and Black Lives Matter movements. While sensitivity is beneficial, it also can result in stoicism. Board meetings should have funny moments that help bring directors together. Humor resides in each of us, so let it out! Use appropriate humor to connect or diffuse tensions. Self-deprecating humor works especially well when you’re relatively new to a board. It allows fellow members to see another side of you. For example, I like shoes—to a fault. As a result, my luggage is often ridiculously heavy. Comments such as “Lynn’s suitcases must be filled with bricks” have provided moments of genuine laughter.

  • Much has been written about the US Navy SEAL teams and their displays of vulnerability with each other that result in amazing teamwork. While boards are not a team in the traditional sense, teamwork is an essential element of board work. It can be a long journey to becoming an effective member of a high-functioning group, and sharing a vulnerability is one way to speed up your sense of belonging. Having the confidence to admit to a lack of understanding or to seek further clarification is absolutely acceptable and will help build trust.

Phase Three

The true challenge on the journey to becoming an exceptional direc­tor is committing to continuous improvement. Board evaluations or effectiveness assessments are extremely useful tools when both strengths and opportunities are constructively communicated and used to help improve performance.

Such regular critiques can make a big difference for individual direc­tors as well as the board as a whole. Similar to employee surveys, it’s critical to actually put the information to use, follow up, and have measurements of progress.

Recent conversations I have had with CEOs, chairs, and direc­tors surfaced other tools that can ensure a director’s continuous improvement and development during this phase of their board career. Respect and humility were mentioned most frequently as traits directors must possess to support continuous development, followed closely by the ability to ask questions to learn and share instead of opining about one’s personal views.

My conversations revealed that exceptional board members ulti­mately do the following:

  • Understand, listen critically, then probe respectfully.

  • Challenge the status quo, being tough but respectful.

  • Share individual wisdom and experience—both wins and losses—with great humility.

  • Test their own point of view and respectfully test others’ with the goal of helping collectively make tough decisions.

  • Have the courage to publicly change their point of view after listening and probing.

  • Have a sincere desire to help and improve the business.

  • Believe in and support the company’s core values, mission, vision, and brands. (Without this, being exceptional won’t happen.)

Furthermore, my discussions with CEOs, chairs, and directors affirmed that good board members lead by example and can help the board become exceptional as they do the following:

  • Catalyze collective genius, building on fellow directors’ experi­ences and expertise.

  • Help fellow directors work through differences outside of official board meetings to ensure the board speaks with one voice to management, avoiding unproductive conflicting signals.

  • Demonstrate a high level of caring for fellow board members, executives, and employees.

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

  • Stay active beyond board meetings, sharing helpful information and intriguing articles, and making it easy for executives or fellow board members to connect, converse, and, most important, learn.

While most of us have been told to focus on the positive, it is extremely important to be aware of unacceptable actions in the boardroom. Exceptional board members never do the following:

  • Ask “gotcha” questions.

  • Act as though they are the “lord of the board,” with the right answers all of the time.

  • Hijack board conversations.

  • Have the loudest voice in the room.

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

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

Always remember: you are not the CEO.

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.