Getting Legends on Company Boards

1. Getting Legends on Company Boards

2. CREATING /EXPANDING BOARD OPTIONS Larry Stybel lstybel@boardoptions.com

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

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 20-200 Billion.

7. I WANT TO BE ON A PUBLIC COMPANY BOARD. • 4300 independent Board members in S&P 500: pay climbed 50% between 2006-2014. (WSJ, “Directors’ Pay Ratchets Higher,” February 24, 2016, B1). • Five Hours per week. • Regeneron Pharma $1.77 Million. • Berkshire Hathaway $2.700.00

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

9. AGE • Most Board Members are between 60-69.5

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. • http://boardoptions.com/signup_bod_talent_bank.php

23. For Inspiration Go To Our Board Talent Bank. • http://boardoptions.com/bod.php

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. www.elcinfo.com

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. • Email to lstybel@boardoptions.com

37. http://www.slideshare.net/Stybel/boardoptionsbasketball

38. MORE RESOURCES www.boardoptions.com www.nacdonline.org www.directorship.com www.boardroominsider.com

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