How and why independent directors should find boards with cultural fit

Welcome back to Above Board. We are honored to welcome Debora Tomlin to the series. Debora is deeply experienced in the world of boards and is a current board member at LiveRamp (NASDAQ: RAMP), Weave HQ (NYSE: WEAV), and Nexla. She is the former CMO of Symantec, NortonLifeLock, and CSAA Insurance Group.

AB: Thanks so much for joining us, Debora. It’s an honor to have you on Above Board. To get things started, can you please share how you got on your first board?

DT: It was actually through a major recruiter who tried to recruit me for an operational role. That wasn't the right thing for me at the time, but she kept me in mind. And when there was a client who was looking for someone with experience on go-to-market, general management, P&L responsibility and would fit in their culture, my name popped up for her.

I will say they also were looking for diverse candidates and this might sound a bit controversial, but if someone ever calls me about a job and says it’s because we want a woman, I don't typically proceed any further. If you are looking for a diverse slate and you want all types of people and I happen to be qualified and I am part of the diverse slate that you want to talk to, then great.

It's subtle. And at first I thought maybe I was just wordsmithing, but I'm not. It's really intent. For the boards that I've been on, they were looking for diverse slates of candidates with appropriate skill sets and cultural fits. That will come through our entire conversation around cultural fits.

AB: How can board members serve as allies to underrepresented board members?

DT: There was one gentleman on a board I sit on for a publicly traded company. I was on the Compensation Committee and we had an opening on the Audit Committee. I've run big P&L’s, but I'm not a CFO by training nor an accountant, but I know how to run a business and how to read numbers. This gentleman, who was the Audit Committee Chair, asked me if I would like to join the Audit Committee. At first, I said, well I'm not a CFO or accountant or tax expert. 

And the Chair said to me: You know, I have a lot of people who know how to do all of that. I need someone who is financially literate and has P&L experience, but I also want someone who has business experience and can up level or bring a broader view to the conversation and you ask great questions. You know this business and I think you’d be a terrific addition [to the Committee].

The Chair had a really great purview of what he needed on the committee to be successful for this company. And he asked me to join. For me, that was a really seminal moment because I appreciated his mentorship, faith and trust. This experience was a learning for me that he saw something and I should have thought about it in a more comprehensive way, not just what I didn't have. So that was a good learning as a female on a board. While there is a charter, there's a lot of latitude with respect to the makeup of a committee in order to leverage skills sets that traditionally would not have been considered.

This was possible because I had the mentorship of somebody - in this case a male board member - who kind of pulled me up and then went on to help me grow in that board role.

AB: When considering what board roles to take, what is your criteria for deciding whether to join?

DT: Most importantly, it must align with the culture and views about the types of people I want to work with. I want to work with smart, hard charging, ambitious, respectful people. I use those words deliberately because while some could be thought of as negative words, I want to align myself with teams who really are committed to growing the business of the company. 

I'm as hard charging as the next person. When I was with Capital One, there was a motto “challenge with respect.” I respect people who will speak their minds and will appreciate points of view around the table. And then, of course, we all need to make a decision, align on it, and support it.

Also, I need to believe in what the company is doing and to understand it. Last, but not least, is kind of related, but I need to see where this company could go and for it to get me excited. When I feel that spark of joy, I know I’ll be interested and excited to work on it.

AB: What types of questions do you ask to vet the culture of the board before you decide to join?

DT: Frankly, I look at joining a board like an interview process on both sides. With any kind of job, I firmly believe that they're interviewing me and I'm interviewing them and you can make a dating analogy if you want: people will reveal themselves as you have more conversations.  

When joining my first public company board, I actually didn't know how hard it was to get on a public company board. I had no idea. I was fortunate enough to have some luck and, as the Roman philosopher Seneca is credited as saying, “luck is where preparation meets opportunity”.

My previous work experiences prepared me. And then I was lucky enough to get the opportunity through the search firm and just putting my name out. I told myself I was going to think about it like any other kind of a job or decision to be made. I was going to go into discovery mode, meet people, ask questions, and find out the things that I would want to know.

How does the board handle conflict? What are the values of the board? When the board disagrees, what's the process for working through it? My goal was to figure out answers to these questions beyond the board’s charter.

‘Are there multiple boards or one board?’ You may have heard that expression. A lot of negative experiences people have in boards is because there are many factions and not one board. And so I asked the question directly.

I ask the same questions of everyone I interview with to see what the answers are and if everyone is aligned.

AB: Do you have thoughts on how much to go in “interview mode” when being interviewed as a candidate for board roles? When does it make sense to say no to a board you’re being interviewed for?

DT: I think it is important to be who you are. It doesn't matter if you're looking for an operational role or to be on a board: you will be most successful if you are your authentic self. So my authentic self was asking those questions (per the previous question) about the things that are important to me. 

There will always be another board opportunity. If it's not right, it's not right. Some people have the feeling you have to be on a board to get another board and I say no to that. If it's not going to be right, it's not going to help you in the long run. So if you don't feel like you can get behind the company or you don't feel like you can add value, wait for the next opportunity.

Lastly, if you don't align with the culture and values of the board and the company, and if you don't get excited about it, then don't do it. Wait for a better, different kind of opportunity that you'll enjoy more.

AB: Where do you think great board cultures start?

DT: I think it's an evolution. I’ve had varied experiences with the boards in my operational roles. I've never seen a board where from the beginning everyone says: “Oh my gosh. From the beginning of this company, everything's been perfect.”

It's hard work, just like any relationship or any job. You have to build trust. The board evolves over time. Sometimes you have some legacy board members who've been there a long time and move out to allow for different skill sets, or if you're a startup, you've got investors who have a seat. When you have the opportunity to add a board member as an independent, that’s another opportunity to curate the culture you want for your company.

But when there's an opportunity to refresh in the future, then the CEO, Chairman of the Board, and the Nomination and Governance committees get to nominate a new member. And so, that's why I do believe it's an evolution. In the three boards I'm currently on, I have the luxury that everyone I work with is respectful, well intentioned and most importantly, aligned in our expectations for the companies. We don't always agree. And you know, it's not always like ‘yay, we're all so happy with the team, progress, etc..’ There are hard things to work through.

AB: What is a good reason to join a board?

DT: Personal development and professional development. 

When in an operational role, anytime I wanted to start something new, I was supported in it. I felt valued and there wasn't really another thing that I wanted to do in that company. And so I said to myself: I would really like to see how other companies in other sectors run their businesses. You can't have another job while you have a current day job, but you can be on a board. I wasn't quite targeting public company boards for a next step; I was actually just thinking about it in terms of professional development and bringing best board governance practices back to my company.

And so for me, it was really professional development and wanting to learn something new. I'm a curious person. I just love learning new things. And I will say the reason that I sit on boards now is the exact same. This goes back to my previous point about staying true to who you are and what you enjoy.

AB: As an executive operating full time at a company, how do you convince them to let you join a board?

DT: I framed it to my board and CEO as ‘if you support me doing this, here's what I'm going to do for you.’ I'm going to come back with best practices. Being on the board is going to sharpen my leadership executive skills. I'm going to have knowledge about another sector and I will share that. I'll put it in practice in my day job and I will share that with everyone else. 

I mean, obviously not secrets or anything! And, I chose an industry that obviously wasn’t competitive.

AB: When you were getting ready to sit in on your first board meeting, what were you feeling?

DT: I had butterflies. Which for me, whenever I have butterflies, it's a good thing. Of course, I'm nervous, but butterflies means I'm doing something new. If I didn’t have butterflies, then it would go against what we just talked about.

Did I have some fears? Of course, everyone does. You know, we all put on our mask and armor.  I've never been on a board before. Am I going to say stupid things? I felt that I had a big learning curve to be able to contribute. 

I remember we had a board dinner the night before the board meeting. Everybody's sitting in a round table and they deliberately got to know me, each one of them. They made me feel welcome and so automatically your shoulders go down.

Then I’m thinking: this is going to be okay. I've done this before. It's not that different than when I'm in a new job. So I think a lot of that holds true. And then those butterflies are a good thing.

AB: What advice were you given before your first board meeting?

DT: I was very fortunate to have a couple of mentors, including the former chair of my operational job board. I asked for some advice and what I was told was the same kind of advice as when you start a new job: open your ears and do your work ahead of time to prepare as much as you can.

So I had gotten a lot of material about the company and I was able to go through. Since it was public disclosured information, I was able to read every 10K Annual Report, every Proxy Statement for the last five years, everything I could get my hands on. 

On the interpersonal side of it, the advice I was given was to listen. In the first meeting or so, obviously don't be mute, but do more listening than you do talking and absorb it and see the dynamics. You know, if there's an opportunity where you clearly want to jump in, obviously jump in and make your point, but keep those listening ears open at first.

Thanks very much for joining us and sharing such helpful insights. Next week, we’ll be back with Debora to talk about what the boards of privately-held companies can learn from public company boards.