1. Getting Legends on Company Boards

2. CREATING /EXPANDING BOARD OPTIONS
Larry Stybel
WHO REPORTS TO SOMEONE WHO REPORTS TO A BOARD.
WHO SERVES ON A BOARD IN THEIR CURRENT ROLE?
WHO SERVES ON A BOARD OUTSIDE THE COMPANY?
WHO HAS SEEN AN INCOMPETENT CEO BE PROTECTED IN BAD TIMES BY A BOARD?
WHO HAS SEEN A COMPETENT CEO BE THROWN OUT IN BAD TIMES BY A BOARD?
WHO HAS TAKEN A COURSE ON HOW TO MANAGE A BOARD?

4. Ideas to Action:

5. MY MISSION: Get Board Perspective a Board Strategy for your career.
a Board Resume
Distribution of that Board Resume
Managing YOUR Risks.
Compensation
Some of you have your own companies and some of you are positioning yourselves to be in senior management roles in the future.
Trends:
Boards are seeking diversity – more room for women where they can add value

6. I WANT TO BE ON A PUBLIC COMPANY BOARD
WALL STREET JOURNAL, March, 2016 study of proxies of 500 largest U.S. companies filed on October, 2015.
Market cap for most ranges betwetween Billion.

7. I WANT TO BE ON A PUBLIC COMPANY BOARD.
4300 independent Board members in S&P 500: pay climbed 50% between (WSJ, “Directors’ Pay Ratchets Higher,” February 24, 2016, B1).
Five Hours per week.
Regeneron Pharma $1.77 Million.
Berkshire Hathaway $

8. COMPENSATION
MOST RECEIVED $229k-$295k.

9. AGE
Most Board Members are between

10. 2012 S&P500 Boards 5.5% African American Men.
1.9% African American Women.

12. Boards: Pawns or Potentates?
Hire and Fire the CEO.
Check to insure that management is spending money in stakeholder interests.
Audit & Oversight of CEO Power.
Advise and Counsel to the CEO.
Use your network to “open doors.”

13. THE BOARD FOOD CHAIN

14. Your Board Strategy: food chain
Nonprofits-Small.
Nonprofits-Large.
Heritage Private Companies.
PE Dominated Private Companies.
Pre IPO
Small Cap Public
Mid Cap Public
Large Cap Public

16. EXERCISE
Write down where you are TODAY on the board food chain and what is the most logical next step for you?

17. Write Down Your Answers:
Have you been CEO or had P&L Responsibility?
What industries do you know well?
How can you contribute to full Board discussions?

18. Write Down Your Answers:
REVIEW and approve strategy.
Make sure that the money is being spent consistent with the interests of stakeholders.
Review CEOs performance; fire; hire.

19. Write Down Your Answers:
What’s your value to an Audit Committee?
What’s your value to a Compensation & Succession Committee?
What’s your value to Nominating & Governance Committee?

20. Write Down Your Answers
How comfortable are you with “nose in fingers out?”

22. You are Ready to Fill Out Our Questionnaire.

23. For Inspiration Go To Our Board Talent Bank.

25. DISTRIBUTION CHANNELS FOR YOUR BOARD RESUME.

26. Board Distribution Channels
Partners who know Partners in law firms—corporate not tax partners.
Other Board members, check out investing business week (name of person)
Tax Partners at CPA firms who can refer you to audit partners.

27. Board Distribution Channels
Recruiters. Check out Bluesteps.com
National Association of Corporate Directors
Boardoptions.com
Executive Leadership Council.

28. Your Bumper Sticker
I only have time to serve on one Board. I want to make it a good one.

30. Managing Risks.

31. D&0 Liability Insurance
Get your own insurance agent to give you a second opinion about its adequacy.
Make sure you are covered for actions taken while you are a Board member even if the law suit takes place after you have left the Board.
Who selects your attorney in the event of lawsuit?

32. YOU MIGHT NOT NEED D&O INSURANCE.
Board of Advisors vs. Board of Directors.

34. Reputation Risks Term limits protect you. Ask for them.
Write your resignation letter and give it to the President/Chairman and leave the date blank.
Ask for dates of full Board meetings and committee meetings up to one year in advance.

36. Next Steps
Review the Board of Director Talent Bank in Boardoptions.com. Complete the “submit your credentials” information. to

38. MORE RESOURCES www.boardoptions.com www.nacdonline.org
Valued advisors: corporate partners in law firms; partners in smaller cpa firms; strategy consultants;

40. Larry Stybel lstybel@boardoptions.com www.boardoptions.com