So You Want To Serve On A Corporate Board

How can lawyers make themselves attractive candidates for the board of directors of a public company?

(via Getty Images)

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A few years ago, I was having dinner with a friend who was the general counsel of a Fortune 500 company. His company was about to be acquired by another Fortune 500 company, meaning that he would soon be out of a job. But he didn’t have any financial worries; years of seven-figure paychecks, plus the money he’d walk away with after the transaction closed, meant that he’d never have to work a day again in his life. He told me he wasn’t interested in becoming the GC of another public company, which would have been the most logical thing for him to do.

So what would the next chapter of his life look like? I expected him to say something like, “I’m going to Disney World!” But his answer surprised me.

“Actually,” he said, “I’d like to serve on a few corporate boards.”

He explained to me the virtues of serving on a board of directors. You make big-picture decisions about the most interesting and important issues that a company faces—but unlike management, you don’t get mired in the day-to-day details of execution. You serve alongside other smart and successful people, deliberating over key decisions and working together to solve complex problems. But again, unlike management, you don’t work long hours; instead, you meet just a few times a year.

And for all this, at least at sizable public companies, you’re generally taking home six figures a year per board position. My friend, who was already serving on the board of one Fortune 500 company, estimated that if he could land two or three additional directorships, he could take home $750,000 to $1 million a year. This was a far cry from his GC compensation, of course—but it was for a fraction of the work, as well as a fraction of the stress. It would allow himself to stay interested and engaged with the business world, while still earning a decent living, and buy him time while he figured out what he really wanted to do next.¹

And my friend is far from the only lawyer interested in serving on a public company board. Over the years, I’ve spoken with a number of attorneys interested in corporate board service. Back when I was at Above the Law, columnist Olga V. Mack wrote a well-received series of articles offering advice to attorneys thinking about board service, as well as a book on the subject, Get on Board: Earning Your Ticket to a Corporate Board Seat. It’s a topic that folks are interested in.

Wendeen Eolis (courtesy photo)

What can lawyers do to make themselves attractive candidates to serve on the board of a public company? To find out, I recently interviewed Wendeen H. Eolis, chair and CEO of Eolis International Group, who maintains a robust practice helping companies find and vet board candidates and helping lawyers make their way onto corporate boards. Here’s a (lightly edited and condensed) write-up of our conversation.

DL: Why would a lawyer want to serve on a corporate board in the first place?

WHE: The most important reason lawyers want to serve on boards is to learn and grow professionally—to go beyond their legal careers by deploying the business judgment they’ve developed over the years, to become bigger players in the world, and to help interesting companies deal with challenging issues. You get to learn from your fellow board members, who come from a wide range of backgrounds, as you debate policy issues and work toward consensus.

I also think that at some point, some lawyers tire of having to hustle for business—not all lawyers, but many lawyers. Some of these lawyers see the revenue they generate for their firms, and as a result the compensation they take home, start to drop. By pursuing board service, they reinvigorate themselves and strengthen their self-worth, as they come to realize all the skills and talents that they bring to the table—which can be very substantial for the most thoughtful and intellectually capable lawyers on boards.

Some law firm partners get interested in board service as they start to bump up against mandatory retirement ages, or if their firm offers them a financial package that encourages them to retire. Board service can be an excellent post-firm opportunity.

Service partners want board opportunities because it takes some of the pressure off of them, in case they end up parting ways with their firm. Rainmakers want these opportunities because they can use them for building relationships and drawing new people into their orbit. So there are a whole host of different reasons that lawyers want to serve on boards.²

DL: Why would law firms want their lawyers to serve on boards? Couldn’t it cause the firm to lose out on possible business from that company, since there could be an actual or perceived conflict of interest?

WHE: The most enlightened law firms recognize that participation in activities beyond the firm is a major avenue for big business opportunities. And it doesn’t get much better than having a partner from your firm on the board of a company where they work together with other successful individuals, often from other major companies, who can see how a partner from your firm deals with important issues. This opens up the potential for business from these companies if they might need legal counsel in the future, or through referrals from these other board members.

Board members tend to be very well connected, often sitting on multiple boards. If a partner from a particular firm makes a favorable impression on other board members while serving on a board, that could lead to work for that partner’s firm down the road. A lawyer serving on a board can be an excellent representative of and ambassador for the firm.

On the issue of conflicts, law firms deal with this all the time. Bringing in a group of lateral partners raises the possibility of client conflicts—but this hasn’t stopped firms from making lateral hires.

Firms can and should have an approval process for their partners sitting on boards. A number of firms have informed me that they have been quietly setting up these processes, as they become more receptive to the benefits of their lawyers serving on boards.

DL: Okay, you’ve sold me on why board service is potentially advantageous for lawyers and for law firms. What can lawyers do to make themselves attractive to companies looking for board members?

WHE: People who are coming to the board world as lawyers need to make a significant pivot from being highly qualified in the language and practice of law and toward becoming debaters, deliberators, and voters—the main tasks of board members. This transition takes time, and it involves a lot of reflection.

Lawyers need to present themselves in a way that makes clear what assets they bring to the table that are desirable to the board. It’s important to present yourself in a way that people will find credible. You need to understand your career arc, how you make decisions, and how you learn from your experiences.

Industry sector experience has become increasingly important to companies. If you’re a lawyer with business problem solving capabilities applicable to the particular industry that the company belongs to, you will bring something to the party that the company is looking for. If you really want to get a board seat, developing relevant industry acumen is much more productive than just talking to your friends or going to networking events. [UPDATE (8/12/21, 1:35 p.m.): This paragraph was corrected to reflect the reality that practicing lawyers who work extensively in a given industry could have conflicts that might prevent them from serving on the board of a company in that industry—but a proven ability to solve business problems will be appreciated by a board, even if the company isn’t in that same industry.]

Service on the board of a private company or a non-profit organization can be helpful,³ but you have to be careful about equating such service with service on the board of a public company. Prior board service is most helpful when it involved participating in an initiative that involved a significant amount of money, complex policy issues, or evaluating risk.

If you served on the board of a company where control resided with a single person or a small number of people, big public companies won’t see that as highly relevant experience. Big public companies are looking for board members who are accustomed to being independent, as opposed to people who will just bend to the will of a big player.

DL: Given the stereotypes about lawyers—e.g., they’re argumentative, they’re naysayers—are some boards wary of having lawyers as members?

WHE: There are different points of view on having lawyers on boards. Some boards worry that a lawyer on a board is going to try and act as a counselor, and that is not the role of a board member; that’s the role of the chief legal officer or outside counsel.

Some boards worry about the ability of lawyers to play well with others—which is critically important, since a board is a collaborative and deliberative body. And they’re not entirely wrong. A significant number of lawyers believe that the way to make their clients comfortable is by showing decisiveness and by taking control of a situation, almost like a parent. But this is not the kind of temperament needed on a board.

DL: What are boards looking for today in prospective board members? Has this changed during the pandemic?

WHE: What boards are looking for is always evolving. I think the pandemic has been kind to lawyers in terms of board interest. An increasing number of our corporate clients are very open about the fact that they would like to have the perspective of a person with legal training—maybe because they don’t currently have any lawyers on the board, they had lawyers in the past who worked out well, or they had a lawyer who didn’t work out and now they need to find someone else with legal expertise.

During the course of pandemic, although not necessarily because of it, there has been a big push to get more lawyers who are highly conversant in cyber security. That might be the biggest push we’ve seen in the past year. Other forms of specialized expertise are also valuable these days. Healthcare lawyers, employment lawyers, and M&A lawyers are all in demand this year as board members.

Diversity and inclusion is very important these days, in light of things like Nasdaq’s Board Diversity Rule and California’s law requiring diversity on the boards of California-based companies. This is good news for the legal profession, which has a very significant number of very talented women. In particular, talented Black women lawyers have received a lot of attention this year from boards.

But just because you don’t have diversity characteristics doesn’t mean you can’t get a board seat. Candidates with the intellect, the temperament, and concrete, relevant experience can get board seats coming from any number of backgrounds.

DL: Any final advice for lawyers interested in serving on boards?

WHE: Be patient. You need to give yourself enough time to prepare your candidacy and to conduct your search. It could take you 18 months or two years or more, especially if you have a busy legal practice and can’t devote your full time and attention to the board process.

I work with many lawyers in their 50s and early 60s who think they might want to serve on a board in their mid-60s. But they are already working on this now, planning ahead, and asking me what things they should be thinking about today to position themselves to land a board seat in the future.

1. Like any venture, serving on a corporate board is not without risk, including reputational risk and the risk of being sued (e.g., for alleged breach of fiduciary duties). Before agreeing to serve on a board, do your due diligence on the company, and find out such things as the extent of the company’s directors and officers liability insurance (aka D&O insurance), which could protect you in the event that you are sued.

2. Board service can lead to all sorts of unexpected opportunities. As he explained to me when I interviewed him in March, Viet Dinh impressed Lachlan Murdoch while serving on the board of News Corporation (and later the board of 21st Century Fox). The relationship they developed during their shared board service played a significant role in Murdoch later hiring Dinh as the chief legal and policy officer of Fox Corporation.

3. Olga Mack refers to this as service on a “starter board,” and she agrees that it can sometimes be helpful. But in her view, you should serve on a board mainly because you believe in the organization’s mission, not just because you’re looking for a stepping stone to a bigger board (since there’s no guarantee that service on a starter board will get you additional board opportunities).

Thanks for reading Original Jurisdiction, the latest legal publication by me, David Lat. You can learn more about Original Jurisdiction by reading its About page, you can reach me by email at davidlat@substack.com, and you can share this post or subscribe to Original Jurisdiction using the buttons below.