Editor’s Note: In a first-of-its-kind exercise, CBM and AlixPartners partnered to identify the Top 20 Value-Creating Directors in America, using an approach that relies on total shareholder return (TSR) relative to peers for the companies these board members help guide. See the Full List >
For Bill Easter, the essence of board performance lies in a director’s relationship with the CEO, through thick and thin—and beyond whoever’s in the corner office right now. “There’s always change in the C-Suite, and hopefully you help bring people forward,” says Easter, No. 16 on our list. “One thing I enjoy most is visiting with leaders and offering them encouragement and talking with them about ideas or issues I see—letting them pick my brain.
“I pride myself on developing a level of trust where people feel comfortable doing that. I look at that as an advantage, not as a board member sticking his nose in where it doesn’t belong,” he says.
In companies where the board-management relationship is clicking, Easter says, CEOs “are going to embrace the board as a resource rather than a hindrance. Does the CEO come and share things that are on his or her mind? You need a process for getting feedback to the CEO, whether we all talk to the CEO or the lead director or the chair does.”
For him, an existing CEO can be a determinant as to whether he joins a board. “I’d never join the Tesla board,” Easter says. “I don’t like [Elon Musk] and the way he operates.”
Being able to learn a company, its industry and its culture is one benefit of long board tenure that can help management. “I’m in my 12th year on the Delta board,” for instance, Easter says. “You get to learn the organization, and people know you, and you’ve got a broader perspective about the company.”
At the same time, he says, effective directors understand the context around their election. Emerson, for example, turned to long-time company executive Lal Karsanbhai as president and CEO in 2021, when Chair and CEO David Farr—who had followed iconic chief Charlie Knight—retired. Easter had become a director in 2020.
“We were getting a new CEO, and our objective was to refocus the company, transform the company, and that was very exciting to me,” Easter says. “But I knew my work wouldn’t be long-term and we’d see a lot of change and that it would take relatively more time than on other boards, and that was fine with me. It’s important to be clear about how long you want to spend on a board, what you want to accomplish and that those are aligned with the company.”
Augmenting leadership skills and continuing education also are important for optimal board service, Easter believes. “This is a skill set you develop,” he says. “Most of us became directors because we were very successful as business leaders. But the skills required to do those things are different than the ones for being a board member.”
The best directors “work hard to learn the business. You may or may not have joined a board that was in the industry you came from. You have to be willing to travel around and learn. You can’t be a director from a high and mighty perch.”
For such reasons, Easter believes it’s important for directors to be available—meaning, preferably, “not working full time” as well. “You can’t do two or three board memberships that way.”
Functioning for board success also can take patience, Easter says. A board member might see a function or practice that he believes management is mishandling, but the way to work on correcting it might not be an immediate frontal assault.
“On one board, I didn’t like the way we handled enterprise risk management, so I got onto that committee, ultimately chaired it and worked with the CFO and corporate auditors and general counsel to reshape that,” he recalls. “You can guide such things, but they may take time to unfold; plant a seed and it’ll start growing on its own. I sat back like a proud coach, and it changed. Sometimes, all people need is a nudge.”
Relationships with other board members are also critical for a director to maximize effectiveness. “You need to be collegial,” Easter says. “You can’t be someone who sucks up all the air in the room or is egotistical. That’s going to catch up with you.”
This point is particularly important, he adds, “because not all boards are structured to provide feedback and coaching” of directors. “If someone is ‘off’ and doesn’t get feedback about it, it gets more grating, and they get voted off the island—when maybe all they needed was a conversation on the front end.”
Understand that “most [directors] are strong in certain areas and not as strong in others, but the power of the board is a group of seven to 12 people who come at things with a different perspective,” Easter advises. Thus, while unanimity would be great, it’s “agreement that is important. As long as everyone believes they’ve been heard, an individual with a different point of view is likely to be supportive. But you can’t leave the room and show up in a divided way.”
