Quest-for-impact-first-time_tech_board_members KF JNorris

The quest
for impact
First-time tech
board members
share insights
on earning a seat
at the table—and
making a real
contribution
once you do.
www.kornferryinstitute.com
Talent framework

1
Busy executives might want to join the board of a technology company for many
reasons. They may want to help shape a fast-growing organization, enjoy the
prestige of participating on a board, take the opportunity to learn a new market,
or expand their professional network significantly.
Smart candidates for board seats step back to consider thoughtfully what
they are really seeking from a board spot. While the prestige is nice, successful
candidates need to find a deeper purpose for joining a corporate board.
Many executives seek out board seats to help them learn how to be more
effective in their current roles. That’s what Shellye Archambeau, chief executive
of MetricStream, sought when she joined the board of Arbitron in 2007, Verizon
in 2014, and Nordstrom in 2015. “As CEO of a company, sitting on another board
gives you an opportunity to expand your knowledge and experience,” she says.
“It allows you to look and see other business models and the challenges they
face. Stepping out and focusing on another industry brings a perspective that
you can take back to your own company.”
For others, joining a board is a way to learn more about emerging industries
and to increase their knowledge about how successful companies are governed.
That’s what Len Lauer, the chairman and CEO of Memjet who sits on the board
of Western Digital, looked for in his first directorship. “I sought out a board
position to expand my aperture and prepare for C-Level experience at a Fortune
100 company,” he explains. “I wanted to be able to rise above my operational
role and obtain a new perspective and view of a company. Additionally, I wanted
a better understanding of the board’s role in a company and how I should better
interact and leverage with them as an operational leader.”
Interesting challenges can await directors who lack tech experience but get to
join a tech board, says Mary Cranston, who was formerly the CEO of the law
firm Pillsbury Winthrop Shaw Pittman LLP, and who serves on the boards of
Visa, Juniper Networks, and AAA Insurance. “The ability to fundamentally grasp
the subtleties of product lines is much harder if the director does not have an
engineering background and the engineering orientation makes them somewhat
dismissive of a non-technical type,” Cranston says. She adds that the specific
experiences and knowledge that non-tech directors bring adds value far beyond
any inconvenience due to their learning curve.
Seeking a deeper purpose.

2
Pathways to tech board seats.
Korn Ferry recently interviewed numerous new and experienced members of technology
company boards to gain their insights on how they obtained their first board seats, their
experiences on getting up to speed on their boards, and how novice board members can
accelerate their impact.
These conversations show there is not one clear-cut path for candidates to position
themselves for board selection. While many believe that serving first as a CEO is the
quickest path to board election, Korn Ferry found that 75% of first-time board members
were not CEOs when they obtained their first board seat.
Most of the board members said they sought a seat to help expand their professional
network and to help them find new opportunities and ladders for career advancement.
Those were some of the key motivators in seeking board positions for Janice Chaffin, who
sits on the boards of PTC, Synopsys, and Ancestry.com. “I had this idea that, if I saw the
problems faced by another business, it would give me some interesting and different ways
to think about my own business,” says Chaffin, who worked at Hewlett Packard when she
joined her first board in 2001. “I had been at HP for a long time and wanted to expand my
network in a different way. I wasn’t necessarily looking to leave HP, but networking through
being on boards was good for my personal opportunities and good for finding opportunities
for HP’s server business.”
Whatever the reason, successful board candidates have at least one thing in common:
They are curious and want to learn, and, eventually, they want to have a meaningful impact
on boards they seek to join. It’s important for candidates to figure out their potential impact
and value-add before considering a board seat. It’s a must for them to assess exactly what
they can add to a board before searching for a seat. What competencies do you bring to a
board? What value would your membership add? Is it something not easily replicated by
other board members?
Candidates can take other concrete steps too. Those who work in public companies, for
example, can begin to learn about corporate governance by engaging with other board
members. They can attend board meetings at their current company and interview board
members formally or informally. They can help the CEO or other executives prepare
presentations and materials for board meetings.
Many aspirants seek board seats without knowing in detail what corporate boards do.
Investing time into understanding how a board operates, what roles are available, and which
are often unfilled can help a candidate shape a better strategy to find a seat at the table.

3THE QUEST FOR IMPACT
Open board seats aren’t easy to find, especially in the largest organizations.
Korn Ferry publishes an annual report on the boards of the Top 100 companies
by market cap, and the last KFMC100 found low turnover for directors
in 2013: 105 total new appointments, down from 113 in the year previous.
With 1,208 seats available, that represents a turnover rate of just 8.7%.
Among the directors added, 87% were experienced versus 13% who were
not; in the previous year, those figures were 73% and 27%. For those with
technology-specific interests, 22% of 2013’s new directors in the KFMC100
had technology experience, versus 13% the year before (KFMC 2014).
In 2013, Korn Ferry found similar characteristics among the top 100
technology firms based on market cap, with 91 new directors joining those
organizations’ boards, which had a total of 980 directors. That meant just
a 10% change among directors, who had average nine-year tenure of board
service (Norris, Hocking, and Coleman 2013).
So candidates seeking a board seat shouldn’t expect just to sit and wait
for the phone to ring. Organizations seek board members through informal
means, through personal networks, or word of mouth. Our interviews
showed that fewer than 20% of first-time tech board members landed
their new seat via a search firm; all the others found them through their
networks.
Putting the word out in your professional network is the most productive
strategy in seeking a tech board seat. To find open seats, be upfront about
your desire to join a board and what makes you uniquely qualified for a
position. Gerri Elliott held various positions at Juniper Networks before
searching for her first board seat. “I wrote a detailed plan on how I was
going to get on my first board that included asking my CEO and current
board members to help me,” she says. “I made it a point to present at
board meetings so I could increase my network of board contacts.”
Most important, Elliott worked the phones, she said: “I personally called
over 100 of my contacts to let them know I was interested in a board seat.”
Get noticed.
Make your case:
G Tell your network
you are interested.
G Get to know and
leverage the board
of your current
company.
G Consider joining a
nonprofit board that
has members with
ties to corporate
boards.
G Attend seminars
regarding board
governance.

4
She also created Broadrooms (www.broadrooms.com) for executive
women who serve or want to serve on corporate boards. “Given the
fact that less than 20% of directors are secured through a search firm,
it’s important to know how to raise your visibility, what resources are
available to you, and what education or events can help. That’s what
Broadrooms does.”
The strategy worked. Besides running two start-up companies, she
now sits on the boards of Bed Bath & Beyond and Whirlpool.
Other board members suggest taking every chance possible to
associate with board members inside and outside your company.
Chaffin got a board position at Informatica after developing a
relationship with the company’s CEO while working at HP. “We hit
it off, and one day he approached me and said, ‘We need someone
on our board with a global perspective and a marketing perspective.
You have those things,’ ” she recalls. “I agreed, and realized I could
probably learn something for my own business at the time.”
Joining the board of a nonprofit is another strategy to make inroads
to corporate boards, but only if you join the right nonprofit board,
those with members who are sitting CEOs or board directors of tech
companies. “You have to be on a mission to get on a board. You
have to seek out those opportunities and people that are going to
get you there,” says Laura Kelly, director at Jack Henry & Associates.
“You have to find a nonprofit board which aligns with your skills and
capabilities so you can make early contributions. It’s important to
prioritize your efforts for the nonprofit board and create measurable
and demonstrable progress which can help identify you as a person
who would be valuable to a public board.”

5
Savvy seekers of board seats need to keep in mind what’s on the
other side of their quest—tech organizations’ needs for leadership
talent and what companies large and small might be seeking.
Tech companies are different. They operate at a quicker pace.
Their staffs are often young, energetic, and collaborative. They value
action over contemplation, innovation over process, and collaboration.
Their hierarchies are flatter, if they exist at all. Many experience major
growing pains.
So tech companies are looking to stack their governing bodies with
an array of members, from people with specific functional expertise to
more women and people of color to join their team. “Boards today are
looking for multi-faceted candidates,” says Kevin Costello, a director of
Rackspace and Vantiv. “They’re not just looking for CPAs or a former
CEO, but someone who is going to bring multiple new dimensions to
the board.”
Organizations have found they need to recruit directors with a depth
and breadth of technology knowledge, including digital, social media,
e-commerce, technology infrastructure, and cybersecurity. They’re
reaching beyond CEOs and veteran board members and into C-suites
to find directors with new knowledge, experience, and viewpoints.
Jane P. Chwick, for example, says she has brought to bear finance
and risk management expertise to her director roles from her 30-
year tenure at Goldman Sachs, where she was a partner and co-chief
operating officer of technology. Chwick, who is a director at Voya
Financial, helped set up and now chairs the board risk committee
at Market Axess Holdings, an e-platform for institutional investors.
With directors like Chwick, the specific expertise sought by
organizations varies. But one thing is certain—a grasp of technology
is now essential, and will be a baseline requirement for the next
generation of board members.
Even as technology has proven transformative, organizations in
the sector have confronted their need for greater diversity in their
workforces and leadership, including their boards.
THE QUEST FOR IMPACT
The organization view: the value
proposition of leadership talent.
Best practices
for new directors.
Korn Ferry experts, with deep
knowledge and experience
about board talent, advise
companies seeking new
directors to consider:
G Beware of appointing a
specialist, or worse, of
taking on a “token director,”
who may find it difficult to
contribute fully as a board
team member.
G Beyond seeking specific
digital experiences, pay
attention to crucial soft
skills and attributes that
determine fit with the
rest of the board.
G Gain agreement on what
a specific board needs. Is
an element of the business
strategy to ramp up
online sales or to protect
the company from cyber
threats? The answers to
these and other questions
will help determine critical
selection criteria.
G Don’t neglect onboarding.
Especially with a first-
time director or where
there is a significant age
or experience gap with
the rest of the board, a
thoughtful integration
process— which may
include a formal onboarding
program and mentoring
from an experienced
director—will enable the
new director to more
quickly add value to the
board.

6
The business case is compelling. Tech behemoths like Google and Intel
have pronounced that they value and will seek to expand their diversity of
perspectives, which take into account the views of a range of stakeholders,
including employees and customers.
This broadening and inclusiveness of people and their points of view
enables rich discussions in the boardroom and well-thought-out decisions.
Greater diversity on the board has evolved far beyond the good corporate
citizenship model to one based on proven value, with multiple studies
validating a performance-based rationale for recruiting women to boards,
research shows (Norris, Hocking, and Coleman 2013).
Organizations, like people, also have life cycles, and their needs for
leadership talent shift as they move from start-up to IPO to maturing
enterprise to booming, established corporations; both aspiring directors
and tech companies benefit from understanding roles and relationships to
optimize corporate governance during these shifting phases, research shows
(Schweinitz 2014). A new director with a background in big corporations
needs to adjust to life with a start-up and its board; similarly, a new director
with background in start-ups needs to adapt to service on an established
corporate board.
For tech companies and candidates, this means that aspects such as fit,
flexibility, and organizational culture significantly come into play, and talent
frameworks like Korn Ferry’s Four Dimensions of Leadership and Talent—
which leverages more than 2.5 million assessments and 8.5 million executive
and professional candidate profiles—can be invaluable to adopt (Crandell,
Hazucha, and Orr 2014). Companies in the rapidly changing tech sector may
wish to pay particular attention to a prospective new director’s learning
agility, what Korn Ferry calls the capacity to take past experiences and
adapt them to novel circumstances, challenges, and opportunities.
Listen to tech sector leaders—CEOs, directors, and executives—and they’re
emphatic: Great board members can be game-changers for companies,
bringing them new and different energy, enthusiasm, commitment,
knowledge, experiences, creativity, and ideas. For newcomers, there are
key steps for taking on this major role.

7
Get down to business.
Once a candidate secures a board seat, the work has just begun.
While it’s easy on many large corporate boards to sit back and become
a rubber stamp, successful board members must do their homework.
That means making an effort to meet other board members and
understand their roles in the group.
It also means getting up to speed on the company as quickly as possible.
Formal onboarding of board members is highly valuable, but rarely
offered. New board members largely need to drive their own onboarding
process, says Mary Cranston. She says her experience has been that
the onboarding process isn’t well organized, so she develops her own
educational process. “Most of the induction process was driven by me,”
she says. “Typically, there isn’t a formal process to onboard directors by
the company. But certainly you want to join a board where the executive
team is supportive of in-depth onboarding. It shows they want you to
really have a valuable opinion, not just follow the CEO’s lead.”
She suggests spending time with the CEO and C-suite executives to
know them better and to understand the board committees with which
they deal. “I spent a day at the company ahead of the first meeting
getting to know some of the key executives and learned about the
business from their perspective,” she says. “I also met with as many of
my board colleagues as possible ahead of time in informal settings.
That really makes the dynamics of the first board meeting go much
more smoothly.”
Laura Kelly says one of her biggest contributions to her board was
developing, based on her experience, onboarding materials for future
board members. Her 600-page volume includes a checklist for what
board members should learn and accomplish in their first 90 days and
in their first year. “You can’t do it all on day one,” she says. “Onboarding
is a journey, not a sprint. Your learning starts even before you get on
the board. You need to understand competitors, the industry, and
the company, along with all the risks you need to consider as a board
member. It’s also important to reach out to existing board members
and management to understand their perspectives on the strategy for
the business, the industry and competitors. Taking the time to build
those relationships early is fundamental to accelerating your ability to
contribute as a board member.”
Steps to success:
G Prepare diligently for
meetings.
G Meet with board members
one on one between
scheduled board meetings.
G Meet with senior executives
outside of board meetings.
G Remember that
onboarding is not a 90-day
program but ongoing.
G Dive into the financials.
G Remember to focus on
asking great questions and
advising, not executing.

8
Productive board members don’t just voice their opinions, interviewees
emphasized. They keep in mind the board’s role and learn how to add
their insights based on experience. Mike McGrath, who has served as a
director for National Instruments, Revolution Analytics, i2 Technologies,
Entrust (chairman), and SensAble Technologies, says first impressions
on the board are important. “New board members need to really get up
to speed on the company quickly, especially in technology companies,”
he says, pointing out that a working knowledge of finance is especially
important. “While the first board meeting can be a learning experience,
after that, you are definitely expected to contribute. A board member
who hasn’t gotten to know the company will either a) be silent and thus
be viewed as not having anything to add, or b) will have comments
which demonstrate their lack of knowledge. Neither of these is good.”
He also advises board members to steer clear of focusing on minutiae,
saying: “A common mistake I see a board member make is trying to tell
executives what to do. Your job is not to tell, rather it is to question and
advise. There’s a big difference.”
Most successful board members focus on their role and look at
problems from that perspective. They also invest time and energy into
their position, especially in the beginning. Kelly says that during her first
six months as a board member she spent several hours every weekend
learning about the company and researching its business sector.
Because she was new to the board, Kelly committed to spending a
generous amount of time, likely more than existing directors to ensure
she was well prepared for meetings. “Being on a board, even before
you start, is a commitment,” she says. “You are being entrusted with
an enormous responsibility. You have to take it seriously.”

9
Authors
Jeff Hocking
Regional Market Leader,
NA, Technology
415-288-5339
jeff.hocking@kornferry.com
Wendy Beecham
Managing Principal
415-288-5371
wendy.beecham@kornferry.com
Jeff McKinnis
Senior Client Partner
404-222-4047
jeff.mckinnis@kornferry.com
Gren Millard
703-761-7031
gren.millard@kornferry.com
Julie Norris
617-790-5706
julie.norris@kornferry.com
References
Crandell, Stu, Joy Hazucha, and Evelyn J. Orr. 2014. “Precision talent
intelligence: the definitive four dimensions of leadership and talent.”
Korn Ferry. Los Angeles.
Korn Ferry. 2014. “Adding cybersecurity to the board’s risk portfolio.”
KFMC100. Los Angeles.
Norris, Julie Cohen, Jeff Hocking, and Scott A. Coleman. 2013.
“Tech 100 boards: where are the women.” Korn Ferry. Los Angeles.
Schweinitz, Hagen. 2014. “Corporate governance in fast-growing
technology companies.” Korn Ferry. Los Angeles.

About Korn Ferry
Korn Ferry is the preeminent authority on leadership and talent.
For nearly half a century, clients have trusted us to recruit world-
class leaders. Today, we are their partner in designing organizational
strategy and developing their people to achieve unimaginable success.
For more information, visit www.kornferry.com.
About The Korn Ferry Institute
The Korn Ferry Institute, our research and analytics arm, was established
to share intelligence and expert points of view on talent and leadership.
Through studies, books and a quarterly magazine, Briefings, we aim to
increase understanding of how strategic talent decisions contribute to
competitive advantage, growth and success.
www.kornferry.com © Korn Ferry 2015. All rights reserved.
FTBML2015

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