79. Enhancing Board Composition and Strategies for Board Leadership

In this episode of On Boards, hosts Joe Ayoub and Raza Shaikh welcome Tom Rosedale, a partner at the law firm of Nutter McClennen & Fish.  Tom serves as chair of the firm's Corporate and Transactions Department and is a member its Executive Committee.  Tom has 27+ years of experience as a corporate attorney and regularly advises public and private company boards of directors in tech, life sciences and more. He has also served on the board of directors of multiple companies including Caring Cross,  Vector BioMed, and AMD Global Telemedicine.  The discussion with Tom underscores how evaluation processes can enhance accountability and productivity and address underperforming board members in a constructive manner. Key Takeaways Introduction of a board evaluation process Tom discusses a company with a board of directors with strong members but with members who were distracted, unengaged and unprepared in meetings. A new lead director pushed for change and asked Tom to work with him to develop and implement a peer evaluation process. The evaluation process was very well received, it included rankings of each board member, written feedback and questions on the functionality of committees. It had major impact on the function of the board and, ultimately, board composition.  2. Addressing board member underperformance Boards should apply some form of structured evaluation to regularly address performance issues and avoid abrupt dismissals.  3. Encouraging board diversity to improve strategic oversight A board composition that includes a diversity of perspectives whether by age, background, expertise or otherwise improves strategic oversight and innovation. Adding new members to the board as the company grows, changes, faces new challenges brings in different perspectives and approaches that will allow the board to perform at a high level.  4. Board and shareholders impact on executive compensation  Company executives used to receive compensation in the form of stock options but now many corporations are issuing stock, RSUs and guaranteed bonuses. Compensation amounts have increased exponentially over the last few decades, even though there is an increased focus on it.  When it comes to executive compensation, board members need to remember that their role is to represent shareholders and to make the right decisions on behalf of the company.    Quotes "The evaluation process works well when there's a culture of accountability and no surprises." "Ultimately, board members must prioritize representing shareholders and making decisions in their best interests." " If shareholders feel that a board is approving compensation or not holding people accountable for poor performance, then shareholders should vote for other board candidates." "The best functioning boards are the boards that don't stagnate. It's boards that don't have all 65-year-old guys who come from the same industry." Guest Bio Tom Rosedale chairs Nutter McClennen & Fish's Corporate and Transactions Department and is a member of the firm's Executive Committee. He primarily advises clients on public and private company securities law matters including public offerings, ATM transactions, registered direct offerings and equity lines of credit (ELOCs)), mergers and acquisitions (public and private), venture capital transactions, and general corporate matters. Tom also represents family offices with their many diverse legal needs. He regularly advises public and private company boards of directors and clients on executive employment matters and incentive compensation arrangements. Tom also serves as outside general counsel to clients in various industries. Prior to joining Nutter, Tom founded and served as the managing member of a boutique corporate law firm for 19 years. Before that, he served as Associate General Counsel of CMGI, Inc. and Vice President and General Counsel of AltaVista Company.  Tom founded and co-founded several companies, including Corporate Filing Solutions (sold to Northwest Registered Agents), PackageFox (sold to Lojistic), Newfound Research, and Top Shelf Dog. He has served on the board of directors of multiple companies, including Caring Cross Inc., Vector BioMed, AMD Global Telemedicine (sold to Unidoc), Top Shelf Dog, Red Systems (dba Delegated.com and sold to Zirtual), and Newfound Research.