Welcome To The Table

Over a 30-year long career, Kimberly Valentine-Poska has served several not-for profit boards. This year, the longtime financial advisory, investment banking and M&A specialist, a former partner at Deloitte and now managing director at investment bank Global Capital Markets, joined the new public company board member Class of 2023.

“Having worked with many boards in my career made me decide to step into the role myself,” she explains. “I have a deeply entrenched sense of curiosity and a continuing desire to learn and grow. And I wanted to share what I’d learned across the many years of my career.”

Valentine-Poska invested significant effort into both preparing for the role and finding the right public company board, one that would benefit from her skill set. While taking a variety of courses and seminars on board service and effectiveness, she also sought out opportunities to have open-ended discussions with personal mentors across her career and conducted rigorous due diligence into potential board positions.

In July 2023, Valentine-Poska joined the board at publicly traded Iteris, a smart mobility infrastructure management ecosystem that tallies more than 10,000 public agencies and private-sector enterprises as customers. By that point, she had taken a weeklong course at Women Execs on Boards, a global network committed to ensuring women reach the boardroom. She’d also participated in a months-long program at Deloitte’s Center for Board Excellence, where she networked with many other executives transitioning into corporate board work.

Carlton Charles is another newbie to public boards. In January, the longtime corporate treasurer at Hearst joined the board at M&T Bank Corporation, a super-regional financial holding company based in Buffalo, New York. “I had spent 25-plus years leading treasury and risk management programs here and at Moody’s, International Paper and Seagram and thought my skills would be helpful to other organizations,” he explains.

In advance of joining the board, Charles participated in a one-year initiative sponsored by the Executive Leadership Council focused on preparing executives for board membership. Like Valentine-Poska, Charles spent significant time looking for a board that would find value in his skill set, one whose members’ respective competencies would rub off on him. At a networking summit in 2022, he happened to meet the CEO of M&T Bank. “He thought my experiences in treasury and enterprise risk management would provide useful board perspective,” says Charles. “What resonated for me was their mission as a community bank to serve underserved groups of people. I’d been involved in several similar initiatives in the past, both in my job and in nonprofit board service.”

Another newcomer to public company board service, Meenu Agarwal, was motivated by a desire to learn from other board members and share her knowledge and experience in turn. “I was at a point in my career where I was reflecting on what was next for me and how I could continue to learn and contribute back to business and society—to make a positive difference,” says Agarwal, group senior vice president for customer experience and success, at Workday, a provider of financial management, human capital management and student information system software.

Valentine-Poska, Charles and Agarwal see board service as a calling to leave a business better off than it was when they joined—hence their diligent preparations to find a company and a board that would benefit from their service, with a set of directors they admired for their business chops, ethical governance, broad perspectives and alignment with the CEO’s vision.

“The best board members consider what they will bring to the board and what they will get out of it personally, learning from the other members,” says Celia Huber, senior partner and leader of the North American board services sector at McKinsey & Company. “Regrettably, many people joining their first board generally don’t give this a lot of thought.”

Many boards also fail to guide a potential board candidate in their due diligence. “They’ll put together a nice onboarding agenda after the person has been appointed to the board, but it’s really a movie about the company as opposed to what to expect in the first year of service and how to prepare for it,” says Huber. “Truthfully, the preparations for joining a board have less to do with onboarding and the first year of service and everything to do with the six months prior to making the decision to join.”

Serious Business

 Huber makes a compelling point. Public company board service, done well, is time-consuming and intense. Directors play a critical gatekeeper role in overseeing corporate actions, preventing, detecting and responding to potential violations of federal securities laws. Failure to take this governance responsibility seriously may result in litigation. In 2022, federal court securities class-action lawsuits were filed against the board directors and senior officers of nearly 200 U.S. companies.

Like dysfunctional families, boards can be undone by conflicting agendas, dominating personalities, lack of member initiative, persistent lateness, frequent absences and worse. Stories abound of “board bullies” disrupting meetings and directors habitually unprepared to contribute to sound decisions. And that’s just the board. The company itself must be deconstructed to size up the caliber of its C-Suite and function leaders, financial health, competitive clout and culture.

“If you’re recruited to join a board, it’s crucial to get up to speed as quickly as possible on the company’s business profile, beyond just reading the filings and looking at the investor presentations,” says Mark Blaufuss, who serves on the boards at publicly traded company Blue Bird and privately held Old World Industries and Jason Group. “You need to get ahold of the prior board meeting decks, which typically includes the board’s analyses of the financial reports, key performance indicators and forecasts.”

That’s just the beginning. Additional spadework is required to unearth deeper evidence on a company’s financial actions and culture. “Look for things like impending lawsuits, previous and potential scandals, and directors who have left the board abruptly,” says Huber. “To the extent you can get to two degrees of separation— finding someone who knows someone on the board—you’ll get all that information and more.”

Blaufuss’s due diligence in his board appointments includes a thorough review of the current board members to discern past and present corporate experiences, specific competencies and oversight of the strategic plan. “If the review appeals to me and I feel my abilities are value-added to the board in different ways, I’m going in the right direction,” says Blaufuss, whose day job is managing director at consultancy Green & White Advisory.

Before reaching a decision, he does his best to physically meet with board members and senior management. “I’ll often visit the company or its main facilities, walking the floor to ask people about the things that keep them up at night,” he says.

Huber also comments on the importance of “doing organized sessions” prior to the candidate interview process with a set of board members. “You want to see red flags, whether they appear to be a cohesive board or have members who can’t articulate what the company is trying to achieve in terms of strategy, with one director saying this and another saying that,” she says. “It’s also a good opportunity to develop a relationship with a more tenured board member, someone you feel comfortable asking stupid questions. The person could coach you on important background reading that may have been overlooked, such as a particular set of board minutes.”

She adds, “Being a board member is an exercise in continuous learning, and this is just the first step.”

Preparing to Win

The Class of 2023 hewed closely to these due diligence practices. “I read through every public document, the filings, the 10Ks and 10Qs, and spent time evaluating the company’s competitors,” says Valentine-Poska. “I also got to know senior management a bit… to understand what was important to them and where they saw the business going in the future.”

Her interactions included meetings over a day and a half with the CEO and chairman of Iteris. She also toured the company’s manufacturing facilities with two board members and chatted with the operations manager and production manager, finding all concerned “motivated and driven,” she says. To get to know the rest of Iteris’s board members, “I flew all over the country to meet them.”

Agarwal’s preparations involved reaching into her network to connect with senior board members at different companies. “I wanted to tap into their expertise to learn from them on basic do’s and don’ts,” she says. “Most important was to ensure the right fit, insofar as the organization’s mission and values. Throughout my career, I’ve been a big believer in leading with a human-first approach. I grew up at IBM, which taught me that we have a corporate responsibility to help communities with technology.”

After a recruitment firm solicited her interest in board membership, she found her match. “I did a lot of due diligence into the company first,” she says. “This being my first board, I was very careful and thoughtful. I read most everything I could get my hands on—quarterly filings, investor presentations, audit statements, projections for the future and every article published about the business in the last couple years. I looked at the company’s past, present and future and read up on current management and directors.”

She also conferred with board members, who answered all her questions on the history of the business, the CEO’s vision and strategy, and business opportunities and challenges. “Every member offered their help,” she says. “If I needed to reach out, they said, ‘Just drop a note.’” Having now joined the board, this same spirit of goodwill and cooperation prevails. “They’re an amazing group of people,” she says. “I’m very fortunate.”

 Not every board member shares in such good fortune. As Huber puts it, “After the due diligence concludes, you need to ask yourself, are these the people I want to spend the next 5 or 10 years with? Do I trust them? Do they appear to be of high integrity? And do I want to be in the same board with them if the company gets in trouble and the board is put under the microscope?”

Assuming nomination and appointment to a public company board, preparations begin for the first board meeting. Here’s where Huber’s advice to find a tenured board member as a coach comes in handy. “Before the meeting, you can sit down with the person to study the preread deck, which will have all the details of what will be discussed,” she says. “You want to make sure you understand the big-picture issues and run any questions you have by your mentor.”

Blaufuss cultivated a relationship with a mentor to help flatten his learning curve as part of his board preparations and has served as a mentor to several new board members. “In a lot of companies, management teams spout acronyms and talk in industry lingo. The jargon is confusing, and it’s easy to get lost quickly,” he says. “Lean on the mentor to speed up your learning process.”

Charles did just that after joining the board at M&T Bank. “I was given access to senior leaders for discussions and assigned a mentor from the board with extensive banking experience, who helped me learn the terminology. I was able to bounce questions off him and the board, which is incredibly open. The other members also sat down with me to discuss the company’s history and their own business experiences.”

If the board hasn’t provided a mentor, which is not uncommon, “ask for one,” says Huber. “There are two great candidates— someone who joined only a few years ahead of you and has fresh experience, and someone who’s a natural coach.”

Satisfying Expectations

Looking back at her decision to join her first public company board, Valentine-Poska says the rigor she put into her preparations paid off in spades. “Good thing I’m an information junkie,” she says.

Her experience to date has been “exponentially better than I thought it would be, given the people, the culture and the collaborative board environment,” she adds. “I’ve served on not-for-profit boards in the past that had dominating personalities, but that is not the case here. Although everyone is super-accomplished, super-driven and highly analytical, they also listen and are respectful, making sure every member has input.”

After his first public company board meeting, Charles felt he had succeeded in his dual interest to learn from his fellow directors while simultaneously sharing his treasury and enterprise risk management expertise with them.

“Several board members hail from the banking industry. While I don’t have a banking background, the treasury function is in many respects the client of a bank, so that gave me a leg up in terms of understanding some of their issues,” he says. “Where my experience [was] brought to bear was in enterprise risk management, as I had hoped.”

Agarwal recently sat in on her first board meeting. “One of my goals in my first year of service was to observe, listen and learn, in part because it is a type of business that is unique, interesting and relatively new to me, as I’ve always worked at technology and software companies, taking many companies through the SaaS [Software as a Service] journey.” She felt her perspectives at the meeting were accretive to the board’s overall skill set.

Valentine-Poska had a similar reaction. “It’s a two-way street where you’re adding value to the board, but you’re get something out of it, too.”