Wanted: Board Members
| leaders for Today | ||
| Rank | executives | +/- |
|---|---|---|
| 1 | Steven P. Jobs | 0 |
| 2 | William H. Gates, III | 0 |
| 3 | Martha Stewart | 1 |
| 4 | Michael H. Jordan | 1 |
| 5 | Steven A. Ballmer | -2 |
You’d think most executives would be eager to serve on the board of directors of the
Hartford, the $30 billion Fortune 100 insurance company. But when Steven Mader started dialing up C.E.O.’s to recruit for two open slots, he consistently got one of three answers: “My board won’t let me,” “I have no time,” or “I already serve on a board, and I would never serve on another.”
Mader, vice chairman and head of Korn/Ferry International’s board services practice, eventually filled the positions with the chief executives of
American Electric Power and Tenant Healthcare. It took two years. “We literally talked to hundreds of chief of executive officers,” he says. “In the old days, it would have taken four months.”
It used to be that serving on multiple corporate boards was considered an executive’s rite of passage, a welcome sign that you’d secured your place at the top of corporate America. Not anymore. Activist shareholders, increased S.E.C. scrutiny, and Sarbanes-Oxley’s onerous rules all make serving on today’s boards more of a hassle than an honor. Being a board member is now a job with relatively little reward, and invitations to sign up are rarely being accepted, says Mader. “Nobody is looking forward to that call anymore.”
The numbers tell the story. About 71 percent of S&P 500 companies rank “active C.E.O.” as the most important qualification for membership on their boards, according to a recent survey by Spencer Stuart. The reason for populating a boardroom with the chief executives of other companies is obvious: Companies want their sitting C.E.O. to be judged by a roomful of peers who understand the day-to-day challenges of the job. Finding those people is getting harder, though. Last year, only 29 percent of new directors fit that bill—down from nearly 50 percent five years ago.
Aside from extra work due to post-Enron regulations, the list of fiascoes that have embroiled corporate boards in recent years is a long one:
Pfizer’s board drew criticism after they paid company C.E.O. Hank McKinnell $65 million and promised an $83 million pension plan even as the company’s stock tanked; the board of United Healthcare found itself at the center of a scandal over the timing of options grants to C.E.O. William McGuire;
Verizon’s board took heat for the hefty pay package of underperforming chief executive Ivan Seidenberg; the board of
Royal Dutch Shell stood accused of standing blindly by as executives misstated the size of the company’s oil reserves for five years; and even high-flying
Apple—which has a soaring stock and a star-studded board that includes Al Gore and
Google C.E.O.
Eric Schmidt—has found itself facing embarrassing questions about backdated stock-option grants issued to the company’s executives.
Some chief executives and companies fear such scandals can have a direct impact on the reputation of board members. In the case of Pfizer and United Healthcare, shareholders actively opposed some of the directors when they stood for reelection and attempted to vote them out. That can really scar someone’s career, says Julie Hembrock Daum, Spencer Stuart’s North American board services practice leader. Executives “risk their professional reputation and by affiliation that of the company they actually work for.”
To avoid the very real likelihood of something like that happening, a number of businesses—including G.E., Disney, Honeywell, and Bank of America—now have policies that either prevent their C.E.O.’s from serving on more than one outside board or ban them from serving on any at all.
But it’s the time commitment that is the biggest deterrent. Last year, the amount of hours the average corporate director put in was about 206 hours, up from a little more than 100 or 150 prior to Sarbanes-Oxley, according to Doreen Kelly Ruyak, executive director of National Association of Corporate Directors.
So what’s a board to do? Many are holding on to their directors longer by upping their retirement age from 70 to 72, 72 to 74, or doing away with it all together. Church & Dwight, which makes Arm & Hammer and Trojan, got rid of its recommended retirement age last year. “We have many board members who were exceptional contributors, and we wanted to be able to nominate them for reelection and seek new board members not limited by an age restriction,” says Church & Dwight’s general counsel Susan Goldy.
Other companies are taking an opposite approach by hiring younger and relatively more junior executives to populate their boardrooms. Back in 2006, only 15 percent of directors were division heads, says Spencer Stuart’s Daum, who predicts that number will likely to surpass 20 percent this year. It’s an arrangement that can benefit multiple parties. The division heads gain experience, and boards get enthusiasm, commitment, and time. Nominating committees “are starting to realize there’s a lot of upcoming talent in major organizations that want to serve and are prepared to serve,” says Mader, who helped recruit division heads from Nike and Motorola to the board of Newell-Rubbermaid, the Atlanta-based maker of
Rubbermaid brand home products.
There are other side benefits too, says Jim Challenger, president of Challenger, Gray & Christmas. Many companies, he says, have found the dearth of big egos in the room has led to fewer “boards filled with controlling, high-ego people who all want to opine on everything that comes up.”
Of course, going with younger and less-experienced people is not without its drawbacks. Having a group of inexperienced directors is not ideal, says Daum. “They have to learn the industry, the company, the management team. And you’ll have people who are seeing things for the first time in the boardroom. If all of a sudden you get a company trying to acquire you, it’ll be the first time you’ve been hit.”





