81. Building a High-Performing Board with Lynn Clarke

In this episode of On Boards, hosts Joe Ayoub and Raza Shaikh welcome Lynn Clarke, an experienced leader in family board governance who has served on more than a dozen family and private equity-backed boards including as an independent chair and lead director.

Lynn is also a strategic advisor and mentor and has served on boards spanning from beverage and food services to e-commerce and manufacturing.  Lynn has mentored next generation board members and leaders throughout her career and  was named the Private Company Director of the Year by National Association of Corporate Directors in 2022. She also serves as one of three judges for Deloitte's best managed private company awards program.

 

Key Takeaways

1. Interviewing for a board role

• With years of experience serving on boards, Lynn advises aspiring board members to carry a passion for the business, its products and what the company does. It's important to understand why you want to serve on a board, what value you add and what new perspectives you believe you will bring. She advises to make these points clear when you are interviewing for a board seat. 

2. New boards vs. existing boards

• Newly formed boards offer a unique opportunity to build the culture, rhythm, and structure of governance from the ground up, but its success is dependent on the principal shareholder(s), who will define the culture of the board and company. Shareholders set the tone.

3. Knowing when it's time to leave a board or offboard a member

• Having the self-awareness is key to knowing when it's time to leave. Lynn suggests asking yourself, "am I still a good fit?" and "do I like what I'm doing on this board?", "Am I
  enjoying the discussions at the board meeting?", "Do I feel as though I am contributing to the growth of the company?" If the answers are no, maybe you need to consider stepping out. 

• Offboarding a member is one of the challenging aspects of board governance, especially in close-knit or long-tenured groups. It requires direct but respectful conversations from the lead director, board chair, or governance chair. 

• Whether a board member is being asked to leave due to performance issues or company changes, Lynn recommends treating it like a celebration and acknowledgement of the person's service on the board, almost like a retirement. 

4. Board evaluations make it easier to provide ongoing feedback

• Even private and early-stage boards benefit from formal assessments. Annual board effectiveness and peer evaluations help surface underlying issues in board dynamics and performance. Peer evaluations can be sensitive for company boards, so Lynn suggests introducing different types of evaluations in parts. 
  

Quotes

"ABARTA Coca-Cola was one of the first family-owned businesses I know to really think about independent governance. There were a majority of independent directors on a board, had a high quality strategic plan that is really a living, breathing document and a good family council or an ownership council. Those are the three things that take a business from Gen 1 or 2 into 3, 4, 5, 6, and beyond."

 "I take my commitments to the companies and the families that I work with 100% seriously the same way that I did in running a company or working for a Fortune 50.  When you join a board, you are committed to that organization. You're a fiduciary. Why would you do this unless you really wanted to help make an impact, and the only way you can make an impact is to take what you do seriously." 

 "The first thing you need to think about when you've been approached about joining a board: can I really make a contribution? I also think passion for the business is really important, passion for the product, the service and what the company does is really important."

" It's important when you're on a newly formed board to think about what you know from boards that have been around for a while, and how you apply those learnings to help support the formation and the development of the new board."

"Do I enjoy t