Episode Transcript
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Hello and welcome to On Boards, a deepdive at what drives business success.
I'm Joe Ayoub, and I'm herewith my co-host, Raza Shaikh.
Twice a month, On Boards is the place tolearn about one of the most critically
important aspects of any company ororganization; its board of directors
or advisors, with a focus on theimportant issues that are facing boards,
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company leadership, and stakeholders.
Joe and I speak with a wide range ofguests and talk about what makes a board
successful or unsuccessful, what it meansto be an effective board member, and
how to make your board one of the mostvaluable assets of your organization.
Before we introduce our guest, wewant to thank the law firm of Nutter
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McClennen & Fish, who are again supportingour On Boards Summit this year taking
place on October 20 in their beautifulconference center in the Boston Seaport.
Nutter has been an incrediblepartner with us in every way.
We appreciate all they'vedone to support this podcast.
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Our guest today is Suzanne Brown.
Suzanne is the director of NYSEBoard Services, a resource dedicated
to connecting highly-qualifiedboard candidates with New York
Stock Exchange-listed companies.
She partners closely with CEOs andboard directors to enhance governance
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practices and strengthen board leadership.
Suzanne leads an extensive network ofover a thousand CEO-vetted candidates
facilitating strategic matches betweentalented individuals and companies
in need of fresh board perspectives.
Welcome, Suzanne.
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It's great having you today as our guest.
Thanks, Joe and Raza.
I'm thrilled to be a part of the podcast.
So, let's start out with a littlebackground, the road that you took to
get to this spot is a little unusual.
So, just tell us a little bit aboutit and then we can go from there.
Thanks, Joe.
I really have had a non-linearpathway to this job.
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Like you, I started out as an attorney,which I think is really great training,
it teaches you to think, it teaches you todiagnose when you walk into organizations,
so I think it's a really great training.
But I don't think even that trainingcould have prepared me for this job here.
When I look back on my career, it'sreally very much about particularly
working for mission-based programs,programs that make a difference, setting
that vision, operationalizing it, andthat's really how I got to this position.
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Started as a lawyer and then definitelyworked in the nonprofit and the
for-profit field, kind of backand forth, for different careers.
How do you think the experiencesyou had prior to this prepared
you for the current role?
I think because I've had so manydifferent roles, I'm really able to
come in and take a look at a programor whatever I'm being tasked with, even
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though I don't necessarily have subjectmatter expertise, I can figure it out.
I can see like a path forward andbe able to set that vision and then
be able to operationalize that.
I think it's just a really good skillset.
And you're right, I don't have abackground in board placement, but
what I do have a background is thiscoming in and figuring out what are the
key levers I need to pull to get thisprogram started, and then also when I
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came in, particularly this program, Iwas really able to take a look around
and be like, "What is the value addthat we have? How are we different?
And how are we going to leverage that?"
And so for this program, forthe NYSE Board Services, which
really is super unique, is theNYSE brand and the relationships
that we have is a real value add.
And I can go into that further, but Ithink being able to come in and see what
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differentiates the program and then how tobe able to capitalize on that, I've been
able to do that through different things.
If you look at my career, again, as alawyer, I did fundraising for nonprofits
and then also just led marketing, sounderstanding how to reach out and how
to brand things, and then also leadingorganizations myself, just having that
understanding, particularly for boards,I've always been around boards given
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what I've done, even though there've beenmostly nonprofits, really understanding
what it takes to be in the boardroomand understanding kind of the unique
skill sets needed for that as well.
So, I was able to understand thatbecause I ran a board, but also
then be able to again operationalizepretty much a new program.
Suzanne, that is an incredibleand non-linear background that
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got you to NYSE Board Services.
Talk about what is NYSE Board Services,and you had mentioned that there are
three components to it, and how dothose three components work together?
Yeah, NYSE Board Serviceswas started in 2019.
We just kept hearing from our listof companies that they couldn't find
access to really great talent fortheir boards, so we looked around.
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NYSE is so great at connectingpeople to opportunity.
Really, there's no other institutionquite like the NYSE in terms of everybody
comes through, yes, commerce andbusiness people, but also politicians
and academics and sports stars.
And so that we get this really, Icall it my privileged perch, but this
really interesting intersection of somany different careers and different
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types of organizations come through.
So, we have this really great abilityto connect people to opportunity
because we have these very strongrelationships with our companies and
all these different organizations.
When we heard that people couldn'tfind access to great talent, we
realized that the talent was there.
Again, because we have these relationshipsthat it really wasn't a talent issue, it
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was a connection issue, and who betterthan the NYSE to make those connections.
And so back in 2019, we decided thatwe would be this resource primarily for
our listed companies, so we have 2,400of some of the most historic companies
out there as our listed companies.
Then in classic NYSE fashion, beforewe started this program, we said, "Hey,
listen, we want to do this the rightway." So, we pulled together a council
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and a council have made of some of theFortune 500's most famous CEOs from at
the time, Ken Frazier, Enrique Lores.
It's a council.
It's on our website.
They're still involved with us, andso we brought them together and said,
"Hey, we're thinking of doing thisprogram where we're this trusted
resource to put board members on.
But we recognize that how boardsare found often is who do you know,
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who do you know, who do you know,so how can we get around that?
How can we be successful so that when wesend a slate of candidates to a list of
company or to a board chair or CEO, theyfeel that that quality is really high?"
So, this council, which we stillhave now, they did two key things.
The first thing they came up with,what I call is our secret sauce or our
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defining feature, that again, when Icame in, I was like this is unique, is
they said, "Listen, because of who youknow, who you know, who do you know, you
must have some type of factor that saysthat this person is board ready when you
send that candidate out to a company."
And so our defining feature, oursecret sauce, is that any candidate
in our network has to be CEO vetted,and that means that a CEO of a
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listed company just has to personallyvouch and stand for that person.
So, I personally can't nominate somebodyto be part of this network that we have
that's now grown to over a thousandcandidates, but a CEO of a listed company
can, and that just simply means that theCEO of a listed company, any of them, has
to personally email me and nominate them.
On the flip side of that is when I senda slate of candidates out, and I average
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two a week for our list of companies, Iput the name of that CEO out there onto
that slate of candidates, so I attachthe name of the CEO that nominated that
candidate, because that gets aroundthat who you know, who you know, who you
know, often in the industry is those CEOsknow each other, so they're like, "Oh,
so and so from this company nominated,I'm going to reach out and say, 'Why
did you nominate this candidate?'"
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And frankly, who better than a CEOto know if someone's board ready?
So, again, I can't nominate somebodyin here, so our pool, while it
grows slowly and organically, it'sa very highly concentrated one that
only CEOs allow them to come in.
It is such an incredible hack, if Imay call it, because I think human
nature stays and you do want to whodo you know, not because of any other
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thing other than because you know thatthat person is experienced and expert.
And that this allows you to extendthat logic to a broader pool
of really qualified candidates.
Well, plus, if someone's putting hisor her name next to a candidate and
they know it's going to go to a lot oftheir fellow CEOs and the companies,
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they're going to be sure that theycan stand behind that candidate.
They're not going just nominatesomeone because they're a
friend because they'll look bad.
So, the credibility factorworks on more than one level.
That's right.
And in fact, I've got inundated withrequests, and I'm like go find a
CEO and I would say a fairly smallpercentage actually get a CEO to do
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that because I think CEOs understandwhat takes into the boardroom.
You're right, their reputation is alsogoing to be right there with it, and I
think they take it very, very seriously.
I think, again, that's like our secretsauce, but the second thing this council
did, just going back to my initial point,this council that's part of the NYSE
Board Services, is at the time, again,just going back to 2019, they opened up
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their personal and professional Rolodexand seeded our candidate network.
NYSE Board Services has three key things.
So, it has this council, which by theway still exists and meets twice a
year and still guides us on how to moveforward, and we refresh it regularly.
Some CEOs have retired just naturally,organically, and some that just also
want to be a part of it, just to helpmake sure that boards are getting
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some of the best talent out there.
So, at the time, about 2019, Ithink we had around 200 candidates.
I myself came in 2022, just kind of atthe close of the pandemic and we've now
grown to just about 1,100 candidates.
So, the second part of my three Cs,of the program, so it's a council,
candidates, and then our company.
So the council again, about 24 CEOs giveor take every year, but we refresh that.
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Our candidates, we've grown that nowto 1,100 and frankly, we needed that
much because given the volume of boardsearches that I do every single day,
one day I'm doing something in the EVspace, something in the tech space, and
then sometimes I'm doing an industrialor a waste management or a utility.
So, we need a kind of that volumebut high quality to be able to
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make sure that we meet that demand.
Then the last C is our companies,2,400 of some of the most
storied companies out there.
We have trusted relationships withthem, and so when I came in, what's
really interesting about this program,which is a value add, is not only all
of our candidates CEO vetted, but wealso have access to demand in that
we have these strong relationships.
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I think there's a lot of organizationsout there that you can be a part of, but
no one's going to them for their boardsearches, whereas given our longstanding
relationships with some of our companies,some of our companies have been listed
for over 200 years and we have thislongstanding relationship with them.
We're a trusted resources.
It's natural extension for themto come to look for us, given that
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we talked about the quality of thecandidates, for a very delicate
search, which is their board searches.
So, to date, you've placed about 50board members on various companies.
That's right.
Do you expect the pace toincrease over the next few years?
So, I think we're in a really good spot.
First, we've had great success, and one ofthe reasons we have that is honestly not
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only the relationships with our companiesand continuing to grow those, but we
get to know our candidates really well.
When a candidate comes on, wedo a personalized onboarding.
We've built a bespoke portal, we callit, for our candidates that they all have
access to, and so in that we take notes.
I often meet them in person.
We get to know their background.
It's a very high touch process,both from when a CEO or a nom and
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gov chair or a GC calls me to theprocess where we know our candidates.
So, I'll give you an example.
Yesterday I was talking with afounder CEO of a listed company, and
he needs a very specific skillset.
Just off the top of my head, Icould name four or five people
in our candidate database thatI thought might be a good fit.
And so, again, yes, so highlytouch, highly personal, both on
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understanding our candidates andthen understanding our companies.
And three years in, I've really startedto get very close relationships with some
of the nom and govs, they're coming backtwo, three times for board searches, and
so as they trust us more, more and morecompanies come to us for this because
again, the quality of our candidates.
So, last year I averagedtwo board searches a year.
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I did 126 board searches.
We average around 10 boardplacements a year or more, depending.
Every year is slightlydifferent, a total of over 50.
I've had several already thisyear, and so again, I think we're
positioned, given that we have theportal that's very, very tech savvy.
We built it from scratchwith my specifications.
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We're overlaying AI onto itto make sure our searches are
even and more comprehensive.
And then again, just given our kindof our high touch process, I think,
as more companies, we have successwith them, they're going to come to
us again because it's a free service.
So, it's free for the companiesto come for us, and it's free for
our candidates to be a part of it.
We don't charge for this.
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If you're a part of our listed communityand you're part of this huge community
that we have here at the NYSE, thisis just part of that service, of
being part of our community, so it'shard to beat that kind of service
and the cost, which is nothing.
Yeah, Suzanne.
I think not only that it really providesa differentiation to the NYSE clients,
I must commend you guys for figuringout a virtuous cycle or a flywheel where
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companies' candidates and that councilfeed each other and create a positive
loop for more perspectives on the boardand more board placements for candidates.
That is incredible.
You mentioned the process a little bit.
So, how does this work?
Once you get nominated directly by NYSElisted company CEO, what happens next?
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So, from the candidate perspective, wesend out a welcome and we give them access
to this closed portal that we have, andthen we reach out and we onboard them.
So, on the portal, they get toput in a photo, their skill sets,
their industry (because that's whatwe are going to send out to the
companies), a value add statement.
They upload a board bio if they have one.
If they don't, part of what wedo is educate our candidates,
and I'll get to that in a second.
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We'll have samples for themif they need help with that.
And then myself or my team members,although often it's me, we will personally
onboard them with a sort of questionsand get to understand their background.
We take notes that's on the portalso that we can come back when we
do a search and say, "Hey, this iswhy this person would be great."
For our candidates, we offer education.
So, yesterday, I did a webinar onboard trends and practices for them.
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We've done one on succession planning.
We've done one on activists.
We do an in-person as well,which is very popular.
Our building here can only have 200people in terms of spaces, but they
always sell out, not that we chargethem, but they always are very popular.
This group loves to get together.
We try to educate them on governancepractices, best practices.
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A lot of our candidates are first timeboard members, they're looking for it.
But then again, I meet the marketwhere it is, so some of our
candidates do have experiences.
Did you say that a lot of yourcandidates are first time candidate?
First time board
members?
First time board members, a lot.
In fact, several of the placements thisyear have been first time board members.
I'm always really proud of thatbecause it's hard to get that first
board, and so we advocate for them interms of getting them on that board.
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So, they're often C-suite executives fromour listed companies that either have just
retired or thinking of that next step.
And again, this is where thatrelationship, that NYSE has, these
strong, longstanding, decades-longrelationships, we start to get to
know our companies really well.
And as we socialize thisprogram to them, a lot of them
have wanted to be part of it.
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But then I also have CEOs who have usedthe program successfully, who nominate
people on their board for it as well.
I'm working on a board search rightnow where we're putting in a board
chair of one of our listed companies.
That's delicate.
You have to have somebody who hasexperience on public boards for
that, particularly for this company.
So, we have to have that reallyinteresting mix of industry skillset,
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C-suite, others tech, but also somewho have kind of that experience
of sitting on a public board andunderstand kind of what that means
to meet the demands of our companies.
Well, Suzanne, you mentionedthat you have this unique perch
and the unique perspective thatis really, really hard to beat.
What are you seeing in termsof the needs of the board?
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What are boards asking for these days?
Maybe if I make a guess, arethey asking for AI skills more?
What are the type of skills thatcompanies and large organizations need
these days from your vantage point?
Last year I did 126 board searches,and the year before, similar.
So, I think it gives me thisvery unique perspective that
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is actually quite valuable.
I think when you are a CEO or ina board, maybe one or two boards.
But I get this really valuable kindof perspective on where a board
is and what are they're doing.
In fact, when it came in 2022, theboard searches there were very different
than they became in '23 and '24.
I had a lot of requests forsupply chain, which I think we're
going to start to see again.
Because we were just coming out ofsnarled supply chains post pandemic.
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But I also had, believe it or not,a lot of Bitcoin requests, which was
really interesting, and I'm curious tosee if that's going to pick back up.
So, I do see those trends and I actuallylove sharing that information with any
CEO, like, "Here's where other boards aregoing." Again, because I think sometimes
you would have a very narrow view, andthat's, again, something I also do is I
will work with them on strengthening theirgovernance as well, because these are
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very, I would say, nuanced conversationsyou have when you fill board seats,
so I get to talk to them about trends,what I'm seeing, what I'm not seeing.
In terms of last year, it was actuallya very much a pendulum swift back, as
far as I saw, towards more I'd say verytraditional board searches, and, and I'm
not the only one that saw that trend.
I think there's a very smallfew of us that sit in this space
and they saw the same thing.
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It was definitely a pendulum swiftback towards CEO, CFO, kind of
more of the traditional searches.
So, far this year, I'm not seeing that.
In terms of boards, you have toput it in perspective that the
average age of a board member is 64.
Chair is probably a littlebit older than that.
I don't get as many requestas I thought I would on AI.
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What I'm seeing from my boards andwhat I hear from them is that they're
taking a wait-and-see approach.
So, instead of, and this is not myword, this is the word I often hear,
is burn a board seat on someonewith that type of specific skillset.
They're waiting andeducating the entire board.
I think that actually makes a lot ofsense because it's shouldn't be, "Oh,
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we need an AI expert," and then foreverything AI, everybody looks to that
person and instead, I think it mightactually be a better approach to get
the whole board educated on the topic.
Yeah, but if the average age is 64, youprobably want to go a little younger
to get people that may know what AI is.
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And I'm obviously being slightlysarcastic, but I think if the average
age is that high, it must be helpfulto create more diversity of perspective
outside the baby boomer generation.
I agree.
But boards have their ownculture in terms of that.
They've all gotten there because ofa certain pathway and I think that
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they kind of think that way as well.
But I do think thedisruption might change that.
But interestingly, it's still ahuge issue, don't get me wrong,
cybersecurity, I actually thoughtI'd see more for that as well, but
actually very few boards have just thatexpertise of cyber on there either.
I think boards still really kindof default to like let's have a
generalist, either that CEO/CFOperspective as opposed to going
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really narrow and deep into one issue.
I think Raza you were saying likethey don't want to rely on one person.
I don't know how that's going to play outwith another disruption coming this way.
But interesting stat from my webinaryesterday, 83% of leaders think that
their board and management don't havethe right skill sets to address AI.
We did a program with board intelligencethat had done this really interesting
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program with NACD, and that was oneof the stats that came out of that.
I think it's really interesting andanother stat was 74% of companies are
not seeing the ROI on AI, so what doesthat mean too, from the boardroom?
I think that's just goingto be a wait and see.
But the fact that the vast majoritydon't think they have the right
skillset is a really interesting one.
What's that going to look like goingforward as the pace of change continues.
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So, one thing that you said whenwe talked earlier was that board
tenure is increasing but thetenure for CEOs is decreasing.
Why those trends?
The average trend for US, because USis not kind of like the EU, adopted a
lot of term limits and/or age limits.
Some have, don't get me wrong,but we're a little behind on that,
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so average tenure for a board iseight to 10 years, and increasing.
Turnover rate has actually gonedown in the last few years.
But the CEO tenureship has gone way down.
And in fact, last year it was at 4.8years, which is one of the lowest ever.
Under five years?
Under five years, but I mean, you can'topen up a paper now and not see somebody.
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But that kind of makes youstop and think five years is
not a long time to have a job.
No.
And in fact, some of the statsalways talk about there that
seven years is where a CEO reallystart to have incredible impact.
Not that they don't have the beforehand,but there's something about tenureship
in that role, which I think isthe same true for board members.
So, where the continuity is reallycoming in is on the board, because
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they're the ones that are havingthe deeper relationships, that
continuity in that organization.
I think there's a double-edged swordto that because 67% of activists,
the first thing they look at is boardtenureship and what they'll look at
is after nine to 10 years, in theirview, is that board member independent.
So, that attracts their attention.
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One is board tenureship.
So, if you've had a board member there20 years, or even again over nine to
10 years, that's what their perspectiveis, is that person still independent.
I think the boards have totake a real hard look at that.
Also, just given the pace of change,should they be having these changes
a little bit more frequently.
And I think too, part of what Ido, about 15% of my board searches
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are with pre-IPO companies, andI actually really enjoy that.
I love talking to a young CEO or CFOof a company that's about to IPO and
walking them through best practices.
What I always say to them is, "You know,one thing you should consider just from
the get go is putting in kind of thesesuccession planning for the board, so that
when somebody comes in, you don't haveto have that hard conversation 15 years
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from now, you just have a conversation,'Hey, you get three three-year terms
and/or let's say age 72 that you'reout." And so that everybody knows and
can plan accordingly for all that time,and so I feel like I love being able
to coach a young CEO on that and saylike, "These are just best practices
that are good to have from the get go,because then it doesn't become personal."
That is a great piece of advice becauseif you plant the seed at the beginning,
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as you said, that conversation that you'reinevitably going to have with a number
of board members is not as difficult.
It just isn't.
It doesn't become personalor it's engaged thing.
It just becomes, "Hey, this is ourpolicy. You've done a great job. Let's
get that next person in here who'sgoing to do a great job like you."
And if everybody comes in with thatexpectation, I just think it's a really
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healthy way for boards to stay fresh,get new perspectives, drive innovation,
Amen.
and then ultimatelymaximize shareholder value.
Absolutely.
Suzanne, the point that you broughtabout pre-IPO companies, does
that also kind of reflects wherethe governance market is headed?
Companies are staying privatelonger, the number of publicly traded
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companies over time is going downand it sounds like that is a great
way to get them into the pipeline.
And it's yet another differentiatedservice for NYSE to offer board services.
Yeah, that's right.
I mean, I think it's a real valueadd when you are a young CEO who's
been building and scaling a company.
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That's been your whole focus to havethat resource here at the NYSE on
board governance best practices, andthen also access to this incredible
pool of talent because if you've beenheads down, you might not have, and
then again, this very bespoke servicewhere we can say, "Well, what is
going to be your needs going forward?"
Because it's very different when you hitthe public markets, that cadence that
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comes in, that discipline that comes inof the reporting, the regulatory, the
SEC scrutiny, talking to investors onquarterly calls, what does that look like
and what skill sets can we talk about?
I love being able to coach that and say,"Here's some best practices. Here's some
people to think of. I think they alwaysthink, 'Hey, I have to have a CEO."
And by the way, I think that's actuallya great thing to help the young CEO.
But are there some other skill setsthat maybe you're going to want
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in that boardroom as you grow andscale and hit the public markets.
I love giving them options thatthey just hadn't thought of before
and so actually one of my favoriteparts of the job is to do that.
Suzanne, this education component forboard members and prospective board
members that NYSE Board Services provided,talk a little bit more about that.
(25:14):
In fact, now that I recall where I metyou first was one such event for education
and in fact, to tie it to your non-linearpath, it was about the non-linear
pathways to being board members.
So, talk a little bit about the educationcomponent of NYSE Board Services.
Part of what we do is really to makesure that our candidates, again some
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of them are first time but some of themare veteran, are aware of trends up,
understand what it's like to be in theboardroom, because it's such a unique
culture in the boardroom and some of themhave not had that experience, so education
is key component for this program.
In addition to offering webinars oncertain select topics, succession
planning and things like that, we alsooffer an in-person one where we bring
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in panels of experienced board members.
So, this past year we had KathySweet, the WNBA Commissioner come
in and talk about her pathway.
She's on the board ofMcDonald's, talk about that.
In previous years, we've had peoplecome in talk just globally/ it was
actually quite prescient about the themacro global trends in the world and how
supply chain was going to be continuing.
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So, we'll talk about thatjust, again, because these are
issues that they're going to begrappling with in the boardroom.
We do all sorts of different programmingfor them again, so that when they do make
it to the boardroom, that they're actuallygoing to have impact really quickly.
They're going to understand that culture.
A webinar we did yesterday was gavethem an actually a 90-day checklist on
here are the things you can do in thefirst 90 days around impact, innovation,
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listening, like all this differentchecklists that they could do, again, to
accelerate their learning and then theirimpact once they are in the boardroom.
So, we take that really seriously andI'm always looking for new and fresh
and innovative ideas to make sure thatthey're getting the kind of the cutting
edge information on board governance
So, looking ahead, what do youhope NYSE Board Services looks
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like in the next five to 10 years?
Well, my vision is that every nom and govof an NYSE-listed company says call me.
That's what I want.
I want everyone to say, "Hey, we wentaround the room and our next step is
to call NYSE Board Services and tosay to them, "|Here's our needs", and
we have a quick turnaround, two weeksand so that they take a look and say,
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"Hey, this is a really great poolthat we didn't know was out there,
and we're going to explore that."
Because once they use us, they tendto come back because of the quality
of our candidates and our successrate and how we get to know them and
then again, the relationship we'rebuilding with them, with either within
the board or the C-suite in termsof having that trusted relationship,
so that is ultimately my goal.
Well, clearly, it's a great goalbecause it means that boards are
(27:49):
likely to be stronger and bettercomposed to drive the success of
their companies so that is terrific.
Suzanne, it's been greatspeaking with you today.
Thank you so much for joining us.
Thank you for having me.
And thank you all forlistening to On Boards with our
special guest, Suzanne Brown.
(28:11):
Please visit our websiteat OnBoardsPodcast.com.
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If you're not already a subscriber,please be sure to subscribe to
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(28:35):
Thanks.