Become a Creator today!Start creating today - Share your story with the world!
Start for free
00:00:00
00:00:01
GCs in the Boardroom: Lisa Harrington, Board Director, Consultant, and CLO
94 Plays1 year ago
Joining a board as a GC presents a unique set of challenges: how do you demonstrate value when many boards are looking for members with financial and strategy experience? How do you avoid becoming the de facto legal counsel? And how can you maximize your board experience to expand and strengthen your network and legal skill set?
Lisa Harrington, board director, consultant, and CLO, can coach you through this complex process. Currently the board director at A-Rod’s Slam Corp and Iron Horse Acquisitions, Lisa has complimented her career as CLO and corporate secretary with a yearslong journey through public and private board rooms.
Join Lisa as she offers her fellow GCs experience-proven advice on the best ways to find your first board seat, thrive on a committee as an expert advisor, and eventually make your way to a role on a coveted public board.
Read detailed summary: https://www.spotdraft.com/podcast/episode-22
Topics:
Introduction: 1:28
Comparing and contrasting GC roles at public and private companies: 4:24
Finding opportunities on to take on board directorships or take on board seats: 8:48
Setting yourself up to get recruited for board membership: 15:01
Describing the ongoing obligations of a board member or director: 21:39
Factors to consider for GCs looking to join a board: 25:08
Non-legal-related advice for drafting your board agreement: 28:17
Making strong connections with operators: 31:53
Going through the IPO process with Iron Horse: 37:49
Participating on a board during an acquisition at Slam Corp: 41:37
Leaving a board role with grace: 44:45
Advice to younger self: 47:10
Connect with us:
Lisa Harrington - https://www.linkedin.com/in/lisahattonharrington/
Tyler Finn - https://www.linkedin.com/in/tylerhfinn
SpotDraft - https://www.linkedin.com/company/spotdraft
SpotDraft is a leading CLM platform that solves your end-to-end contract management issues. Visit https://www.spotdraft.com to learn more.
Recommended
Transcript
Introduction and Being a Sponge in the Boardroom
00:00:00
Speaker
being in the boardroom and just kind of being a sponge to a certain degree is super useful to be able to turn around and do it yourself as a board member.
Spotdraft: A Contract Management Tool
00:00:20
Speaker
Before we get started with today's episode, I want to tell you about Spotdraft. If you spend hours every week drafting and reviewing contracts, worrying about being blindsided by renewals, or if you just want to streamline your contracting process, let's talk about an end-to-end AI-powered system that'll save you time. Spotdraft is a contract lifecycle management system that helps in every stage of contracting.
00:00:42
Speaker
From creating and managing templates and workflows, to tracking approvals, e-signing, and reporting via an AI-powered repository, Spotdraft does it all. And because it should work where you work, it integrates with all the tools your team already uses. Spotdraft is the key that unlocks the potential of your legal team. Make your contracting easier today at spotdraft.com.
Navigating Board Membership: Public vs Private Companies
00:01:06
Speaker
If you're a legal leader and want to take on a board seat, how do you go about it?
00:01:10
Speaker
Does the approach differ if you're looking to join a private versus a public company board? Where do you begin? Today, we have Lisa Hatton Harrington with us, who is most recently the CLO and corporate secretary at Viant Technology, a publicly traded technology and data company.
00:01:27
Speaker
She's currently consulting on corporate governance and compliance issues and general corporate legal strategic and operations matters for both public and private companies. Lisa has been at quite a few publicly traded and private companies. She's got pretty diverse experience across tech, consumer products, e-commerce. Ask her about ASICS at some point. I don't think she still has coupons for shoes.
00:01:55
Speaker
life sciences and media spaces.
Lisa Hatton Harrington's Board Experience
00:01:59
Speaker
She also serves on a number of boards, including for the publicly traded SLAM Corp, which is led by World Series champion A-Rod Alex Rodriguez. That is very cool, as well as the recently publicly traded company Iron Horse Acquisitions. Lisa, thanks so much for joining us today. Thanks for having me.
00:02:22
Speaker
Before we start talking all about legal leadership and board experience, we're coming out of the holiday season. This is January 2nd that we're recording together. Tell me about what you did for the holidays this year.
00:02:36
Speaker
So I'm excited to say that I went to Hawaii for the holidays. I have two daughters who are both in college, so I don't get to see them as much as I like to. So they were both home for winter break. We went to Kauai, but the most important thing really was spending quality time with them. The same place at the same time and beautiful, relaxing, gorgeous, a little showery, but we loved it.
00:03:00
Speaker
I am actually off to Kauai. I don't think we talked about this later this month. What's your number one hike or beach recommendation on
Personal Insights from Kauai: Recommendations and Experiences
00:03:09
Speaker
that island? I've never been before.
00:03:11
Speaker
It's beautiful. So what we wanted to do, but the weather didn't really permit was to take the boat trips that go up the coast. And it's, um, now you're making me forget the name. Anyways, you can only see it by helicopter or by boat and they film all kinds of movies there and it's absolutely gorgeous. And, um, it's a Nepali. That's what it's called. The Nepali because, oh my gosh, it's so gorgeous. I've seen it by boat and I've seen it by helicopter. Highly recommend whichever one suits you, but it's just,
00:03:41
Speaker
Okay, I'm adding that to my list for things that we need to book in the next few days. I'll text you separately with good ideas, too.
Comparing Public and Private Company Roles
00:03:53
Speaker
You've had experience, as we talked about, working across both private and public companies as the GC. And I think that's pretty important experience for the conversation that we're going to have around
00:04:07
Speaker
director level roles. Just to start with, can you compare and contrast those experiences a little bit for us? What you think helped you succeed in this sort of public company environment? Yeah, so I think being a GC is really useful or CLO, but I think on the board journey, the important piece for me was also being corporate secretary. And that's both of companies, large, small, public and private. You really
00:04:37
Speaker
learn the skills that you need in order to parlay that into a more structured public company setting. I was GC and corporate secretary of a VC backed startup, which was fascinating compared to my situation now like sitting as CLO of publicly traded companies or even as a board member of public companies. It's a pretty stark contrast, which is actually great because you can learn
00:05:03
Speaker
Do this. Don't do that. Well, that works. That didn't work. You know, the governance processes for small companies or startups are kind of fly by the seat of your pants, whereas public companies are very structured. And so it's interesting seeing the differences.
Cultural Differences in Public Companies: A Global Perspective
00:05:17
Speaker
And I also was, as you mentioned, general counsel and corporate secretary of a foreign based publicly traded company, which was physics, the, you know, running shoe apparel, sporting good company.
00:05:31
Speaker
And no, I don't have any more discounts to give out. I can still get 50% off. So there's that. But to me, it's, you know, that was fascinating, too, to see how companies that it's a Japanese based company, US based companies, whether startup or huge public companies versus a foreign company with tons of subsidiaries all over the world. It's it's just fascinating.
00:05:56
Speaker
to look and learn and absorb. And I really think that helps you do a better job when you can see how various different companies and frankly, different people do it.
00:06:05
Speaker
And to give like a small shout out to the large law firm I worked at as well. Honestly, one of the other things that helped me do well in the public company setting was I spent about two and a half years, somewhat recently at Cooley. And, you know, of course they have a huge IPO, M&A, capital markets practice. They have public company groups, corporate securities groups, SEC groups. So the knowledge that
00:06:31
Speaker
either I didn't have or that I wanted to get better at, that really helped me as far as additional training that I felt like I needed both to be a CLO of a public company as well as a public board member. Because I think, I mean, sort of stereotypical, but that training you get at these giant Amlaw firms, whether you get it as a baby lawyer or a more senior lawyer is super useful. So I am appreciative of that additional experience kind of later in my career.
00:06:59
Speaker
to fill in those skill sets of being a good executive and a good board member.
Starting a Board Journey Through Nonprofit and Volunteer Roles
00:07:04
Speaker
But I think being in the boardroom and being a C-level executive, truly being a real general counsel or a CLO, not the so-called head of legal, I think those are different.
00:07:19
Speaker
executive is really what helps you get those skills, the compliance piece, the board governance, like understanding the financial pieces and the big strategy and those sorts of things. I mean, it obviously makes you better at your GCCLO job, but it also really prepares you to sit on the other side and be a board member.
00:07:39
Speaker
And you know, and frankly, I've watched board members over the years, some are fabulous, some are not that fabulous. But you know, you see the folks that you go, wow, they asked these great questions, or they have this type of demeanor, or on the flip side, oh, that's a terrible demeanor, right? And so you just kind of figure out what do I want to emulate? How do I want to be? What skill sets do I want? So I could be more like that person. And I think being in the boardroom in just kind of being a sponge to a certain degree is
00:08:07
Speaker
Super useful to be able to turn around and do it yourself as a board member. As we were preparing, you've got a ton of practical insights that you're going to share around board roles. And I want to start to dig in on the sort of big question, which is like, how do I get involved in board director roles? How do I go about getting a seat on a board? Maybe can you just level set by telling us about your experience on board roles before we get into a little bit more of the nitty gritty?
00:08:35
Speaker
Yeah, I've listened to other seminars on this. I've actually spoken on this with ACC, I think, in the past. There's a lot of people who kind of...
00:08:44
Speaker
I don't know, downplay the idea of a nonprofit or a volunteer board or something like that. But frankly, I think it's a great place to start. For myself, I really wasn't initially on a board journey. I very much am now and I love it and I want to keep doing it. But initially I was like, hey, I just, I want to have a leadership role that is outside of my main job. And I also wanted to expand my network.
00:09:10
Speaker
And serving on boards, regardless of what type of board, are really useful for both of those things. And so you can expand your skill set and meet lots of cool people. It really wasn't part of a career path until I got more involved in doing it. I enjoyed it. I got more experience. And I thought, well, hey, wait a minute. I like this. I'm good at it. And maybe this is something I should consider.
Building Networks and Skills Through Volunteer Boards
00:09:37
Speaker
for a true journey. For example, one of the things I did was I joined Association of Corporate Counsel, ACC SoCal. I was on the regular board and I was also on the executive board for several years. I was the secretary, which was really great leadership experience. It's, you know, not as buttoned up as like a public board, but you know, it's, it's got legit rules and such. And I met so many fabulous people for my own personal network and
00:10:05
Speaker
Frankly, it's a great way to call people up and go, I have a stupid question. Could someone help me? Yeah. So that's a great thing too. You know, I was on the board of the Women Lawyers Association of Los Angeles. I was on AMET, the Association of Media and Entertainment Council, because I worked at NBC Universal for about nine years. And I've had other media and e-commerce digital technology jobs too. So that was a fun one. And then I've been on the board of my HOA, which is not fun. And I don't do it anymore.
00:10:34
Speaker
You're going to get a lot of questions, unfortunately, I think from folks after revealing that you're on an HOA board. Not anymore. I was president and I would too. I'm done. But no, I do think volunteer boards do get a bad name in a certain extent, especially like the, you know,
00:10:51
Speaker
whatever, some volunteer charity kind of a thing, nonprofit. But first of all, you got to start somewhere. And whether you choose like, I don't know, the Heart Association, whatever the thing is you're calling, like whatever you love, it gives you a taste of being on a board and seeing if that sort of thing suits you and you can start to build your network. And I mean, you know, everybody's
00:11:12
Speaker
got to start somewhere and you're not going to go from zero to public board. So why not? So I've kind of given up some of those volunteer ones and some of the industry ones along the way.
Public Board Roles: Pride and Experience
00:11:22
Speaker
And I am still on the alumni board of USC Law School, my alma mater and my oldest daughter Katie goes to USC. She's a senior now. So, you know, whatever, fight on. An interesting way also maybe to get on a board for certain people is something that I did
00:11:42
Speaker
is I worked for a publicly traded company as GC and corporate secretary and but we had sort of some subsidiary companies that were foreign and there were probably I don't know six or eight companies so I was actually on the board of publicly traded company that was kind of just connected to my day job as a chief legal officer so it might not be a common opportunity for people but it's one to consider
00:12:07
Speaker
I've been on private health care, kind of like roll up M&A board as well. And, you know, that was interesting. But I think we mentioned earlier the ones I'm really proud of are I'm on the board of two publicly traded companies now. And one, as you mentioned, is Lamport, which is A-Rod's company that we just announced the middle of December.
00:12:29
Speaker
a big transaction, which I can talk about a little bit later, but that's kind of fun being a part of that as a board member. And then as you also mentioned, Iron Horse Acquisitions, which I've been a part of for about three years, we just closed our IPO last week, like the very last business day of December of 2023. So, you know, that's really fun to be able to do that as a board member. I'm on the audit committee and the compensation committee of both of those public companies.
00:12:58
Speaker
This is what I want to do. It's what I aspire to do. So, you know, I started as volunteer boards and worked my way up to this and I certainly hope to do more. But I guess that's my long winded way of saying, you know, start now if you want to do a board journey.
00:13:14
Speaker
Because all that little summary I just gave, that's a lot of years of volunteering and work and a lot of things I didn't get paid for, but I did them partially as a labor of love and partially as a journey. But jump in now, get that experience, whether it's through your day job or through these boards or whatever it may be, because you got to do something to get yourself in the door. Also, that network that you build through these boards is really the way you get those board opportunities.
00:13:43
Speaker
I love that advice. I think that there's so much that you learn about the sort of process of how boards work. And I said on a couple of nonprofit sort of boards and not publicly traded boards yet or maybe anytime soon, but maybe someday, right? And there's a lot that you learn about sort of the politics and how different committees work and even just some of the governance sort of processes associated with a nonprofit board.
00:14:10
Speaker
And you do it mostly for passion. It's a cash outlay as opposed to something that's bringing it in, right? Totally. I really love that advice of knowledge and experience accruing.
Board Recruitment: Process and Skills Needed
00:14:21
Speaker
And when you get to the place where you want to be considered for public boards, my next set of questions is that I understand from you that there's a different type of recruitment process and actually really a different resume style that you need for these sorts of positions.
00:14:38
Speaker
Can you tell us a little bit about how you set yourself up to get recruited for those two public company boards and what the process is like there? I would back up a step slightly and say any large-ish corporate board, whether it's a PE company,
00:15:00
Speaker
a later stage private company or a public board, the process is more or less the same. So I didn't want to make it seem like this is just for public boards. I think anything that's a bit more mature of a company or there's a whole set of folks who kind of focus on getting in with PE companies who then help put you
00:15:23
Speaker
on their boards, which frankly, I'd love to do more of, but I need to do better on that piece of my network. But anyways, I think as far as the documents that you need, there is actually a thing called a board bio. You don't use your normal CV.
00:15:40
Speaker
the skill sets that you need to be on a board, whether you're a lawyer or not, I think this applies to literally anybody. Some of the things that you do during the day, whether you're a COO or a CFO or a head of market, whatever your thing is, like you have to develop that expertise. But the idea is once you get on a board to really, you're not the GC, you're not the CFO, right? But you have those years of experience and ideally, you've
00:16:09
Speaker
worked at the executive level, whether it's public or private or something, and you have some board experience. And so what's the phrase?
00:16:17
Speaker
noses in, fingers out, I think it is. So you're not an operator anymore, right? You have to just kind of help opine a thing. So the skill sets that you get over time are the ones that boards need, that boards care about, and they don't really care if I'm super good at like marking up a tech transactions document. That's useless to abort. I am good at it, but that's not the point.
The Lawyer's Role and Skills Valued on Boards
00:16:42
Speaker
So you really have to, I mean, at least for the folks here that might be listening to this that are actually lawyers, it's difficult for lawyers to get into the boardroom as a board member anyway, because people go, ugh, we have a lawyer. Funny that CFOs are desired, and so are CEOs. And yeah, you already have a CFO and a CEO too, but I think there's a bit of a stereotype of God who needs more lawyers.
00:17:10
Speaker
I think nowadays the skill sets that boards desire and that companies need sort of suddenly lend themselves a whole lot more to lawyers. You know, risk management, privacy and data security, compliance, however you think of that. All these new SEC rules and such that suddenly, you know, it's not like lawyers are the only ones who understand them, but I think lawyers understand the importance of
00:17:38
Speaker
Why do boards care and is the executive team doing what it needs to do in order to make sure nobody gets in trouble? You know, that's obviously a little more public company oriented. But, you know, if you can really play up the things that you do that are more transferable, you know, if you've
00:17:54
Speaker
done a lot of M&A, you've done an exit, you prepared a company for an IPO, you've expanded into foreign markets, I don't know, you've done a lot of marketing, whatever your themes are, those are all really useful to the executive team and they don't really care if you know how to like drop an S1 by yourself. They want to know that you can help with the strategy and theories and such behind it. So there's
00:18:19
Speaker
a whole different format where there's a lot of companies that are able to help you with that. There's classes you can take, there's templates out there, but you definitely want to play up your executive skills and your more transferable skills and really play down
00:18:35
Speaker
hey, I'm a great GC, okay, true, but they don't really care about that. The thing that I found the most tricky and I'm still working on this myself is obviously I'm a GC, CLO, I'm a corporate secretary, but I'm also a board member and trying to convey that appropriately and that blend between an executive resume and a board bio when it's on LinkedIn,
00:18:59
Speaker
that's the one i've yet to master i'm still working on that myself because like i said they're two totally different things and how do you blend them i don't really know the answer to that yet but i do have two different documents and most of my friends who have made a serious effort out of our journey to have a really
00:19:17
Speaker
buttoned up board
Networking vs Recruiters in Finding Board Opportunities
00:19:18
Speaker
bio. You also usually have like an elevator pitch and a few of the things that show like your value proposition. It's really useful and some people use recruiters for this. There are a certain percentage of executive recruiters that some of the there's boutique ones and the large reputable ones that everyone's heard of. My understanding is that it's a relatively small percentage of board roles that end up coming in. Not executive roles, but board member roles.
00:19:45
Speaker
that come in through recruiters. Everything I've ever heard and read, and most of my friends who've done these board journeys as well, the key is networking, which is why I went back to the whole, hey, join your boards now and build your network because it's going to be maybe an executive you work with now during your day job who sits on some other board and goes, huh, yeah, actually, I work with her as a GC. She's pretty smart. She'd be a great board member. Let me call and see if she's interested.
00:20:15
Speaker
I mean, one of my boards, that's sort of more or less what happened. I've been friends with a gentleman who runs a PE company and a woman was leaving the board and they needed somebody who knew M&A.
00:20:33
Speaker
And who knew media entertainment technology and for public company diversity purposes, they needed a woman. And he's like, I know the perfect person. So that's how that worked. I wish I could tell you there was some fabulous secret sauce, but that's how I got to know Aaron. That's pretty great.
00:20:56
Speaker
I don't think many of Arad's is, you know, business advisors, friends. I don't know if their origin story tracks that. That's pretty awesome. I like to be unique.
Understanding Board Obligations and Virtual Meetings
00:21:11
Speaker
Lisa, so those who are listening can really understand what are the sort of quarterly or ongoing obligations that you have as you serve on these boards?
00:21:21
Speaker
I think for your kind of established more traditional public company board, it's not a ton of ongoing obligation, right? They'll send you a gigantic, very complicated board deck, like a week in advance. You read it thoroughly. You participate in quarterly board meetings and a smattering of others. And there's emails here and there.
00:21:51
Speaker
Obviously you've got your main board meetings plus you also have your committee meetings depending on what kind of company you sit on. But it's not a huge amount of time. There's additional decisions sometimes that need to be made. Like you'll have a couple budget meetings a year, maybe to decide on compensation and budget. You have a major transaction that you need to vote on. Obviously you'll have to have a separate meeting if
00:22:19
Speaker
some big disaster happening or there's major litigation, there's additional one-off meetings. But most companies nowadays do either all virtual or they do kind of a mixture. So the participation is a lot less burdensome than it was, let's say, before the pandemic where you'd have to like
00:22:39
Speaker
get on a plane and it's a multiple day effort and there's board dinners and this and that. But on the flip side, that's actually a little less good in the sense that you don't have the opportunity to really build those relationships with your fellow board members as much and just kind of get to know those folks and build that camaraderie and all those things so that you can work better as a team, you know, get to know the executives, get to know the board members. So there's sort of pros and cons to it being
00:23:10
Speaker
You know, as far as ongoing obligations, you know, if you're working for a high growth company on the board, it could be an enormous amount of work as a board member. That would be my example with Iron Horse.
00:23:27
Speaker
I felt like I was an executive a lot of times and I was really just a board member. So I really think it varies widely as far as the, you know, quarterly and ongoing obligations, depending on what type of company, where they are in their journey, what their needs are at the time. So I guess my word of advice would be ask a lot of questions before you join a corporate board of, well, where are you in your journey? What's going on? What are going to be my obligations?
00:23:55
Speaker
I have a friend who is on the board of a community regional bank or something, and they have monthly board meetings plus all the stuff in between. I'm like, wow, I wonder if she knew that ahead of time. It's a big commitment, whereas I've more had traditional quarterly board meetings and then tons of
00:24:18
Speaker
one-off oh shoot you guys we have to have a phone call oh no like please read this email and then you know let's do a you know a certain consent to make sure that that's buttoned up we don't have a board meeting but we need to make sure it's documented in the corporate governance so it's very hit and miss ask a lot of questions
00:24:36
Speaker
Good advice probably for any interview process, executive board member, otherwise.
Choosing the Right Committee Roles for Growth
00:24:44
Speaker
I do want to ask you about the IPO process with Iron Horse, of course, very soon, but a couple more sort of tactical questions. Given that most of the audience are lawyers or general counsels for the abstract,
00:24:58
Speaker
What committees should GCs who may be invited to join a board be looking at and curious for your thoughts both on like, what's right in your wheelhouse versus what might be growth opportunities? Tell us a little bit about the committees that you set on.
00:25:13
Speaker
Yeah, I mean, I think, again, it depends on where you are in your board journey. You know, if you're kind of just starting out and it's on a nonprofit or professional organization like I did with ACC, any leadership role or any committee or literally any anything is good experience because you can get used to doing that sort of thing.
00:25:32
Speaker
And then there's also that differentiator as to whether you're a board advisor or whether you're actually a board director. And that's going to make a difference kind of what, how much you're involved, what your responsibility is, how formal or not it is. Certain companies may not have specific committees. And so, especially if you're a board advisor, a lot of times, almost like a pseudo lawyer. And of course, then you have to really walk a fine line so you're not
00:25:59
Speaker
There's malpractice insurance, there's whatever, practicing outside your jurisdiction. There's just all sorts of things you got to think about. But your role in those kinds of companies is really to help build the business as opposed to in a more formal structured board. There are committees and you have very specific jobs. I mean, I would go with the ones that really either best suit your skill sets, your interests, your future goals, or ones that maybe are a stretch for you. What do you want to learn? Where do you want to go?
00:26:29
Speaker
The public companies, you've got usually audit, non-gov, comp, maybe the optional ones, more like compliance, risk management, litigation, whatever. I said on audit and comp, one of them is completely random because that's just where the vacancy was. But frankly, those are the ones I wanted, so it worked out great. The other one, I also said on audit and comp, but those are the ones I asked for.
00:26:52
Speaker
So it just kind of worked out. I mean, as a GC and a corporate secretary, your wheelhouse is definitely going to be non-gov in a, you know, the kind of a company where they have structured committees, because that's what you do, right? You do governance, you do process and procedure, you do compliance, like all those things that you literally that's part of your job. But on the other hand, it's a little stereotypical, in a sense, and maybe, well, on the one hand, you could totally add value.
00:27:21
Speaker
You're probably the best person to add value for a non-gov committee, but then on the other hand, maybe you're not adding value in the way that you want to. I love being involved in audit committees because I'm having to improve my own financial analysis skills and just general big picture company strategy skills, which I love.
00:27:43
Speaker
But I also have to keep trying and keep learning and make sure that I'm keeping up on things as opposed to just falling back on what I already know. I mean, no matter what, you just have to jump in and help regardless on what committees you're on. I mean, if you see an email and you're not on that committee, you've got a fabulous idea.
00:28:00
Speaker
paying one of the executives or one of the other board members because, you know, more heads are better than one, in my opinion.
Clarifying Board Roles and Contributions
00:28:06
Speaker
I think another sort of big decision point as you're joining a board is what the agreement looks like, sort of like upside comp equity considerations, maybe some downside protection, right, which I'm very familiar with, like DNO insurance, right? Do you have any not legal, but general advice for our listeners about
00:28:30
Speaker
what your agreement should look like when you're joining a board. Yeah, I mean, I get it goes back to my, you know, depends on what kind of boards you're joining and what your role is going to be. If it's just sort of an advisory board role, it's going to be less formal and less structured. And you may or may not even get paid, you might just be doing it for the experience. But you know, same thing with the volunteer nonprofit board. I mean,
00:28:52
Speaker
I never had any agreement in place when I was doing, for example, ACC. You just are doing it for the experience and whatever. But being on a formal corporate board, obviously that's going to be a different situation.
00:29:07
Speaker
And if you're on a public board, that's a whole different situation because you could have fiduciary duties and government liability. There's all kinds of things, shareholder litigation and, you know, callback policies and all kinds of crazy stuff that you've got to think about where you could personally be at risk.
00:29:24
Speaker
You really need to have great DNO coverage, which obviously can't control, but you got to ask the right questions and make sure that the business has what it needs to have, ideally an indemnification agreement. And that's not just for public companies. I would recommend that for, you know, medium sized private companies and, and up just to make sure that if they don't have the assets or if they don't have the insurance, then they'll still kind of have your back on a personal level. I think that's super important.
00:29:53
Speaker
Back in the old days, my early career, I actually was in-house counsel for a large insurance company. So I know more about D&O insurance than I would prefer to know. So I'm always the one raising my hand on the various different companies, either the ones that I'm currently consulting with or whether I've been an executive on the board or whatever. I always ask 20,000 insurance questions, and everyone rolls their eyes at me. But at the end of the day, they're happy I asked.
00:30:24
Speaker
funny, but I mean, I think you want to clarify your role. You want to be clear, especially as a lawyer, like I'm here as an advisor. I'm here as just an executive or a business person. I'm not a lawyer. I not giving legal advice. My malpractice insurance does not cover this, whether or not you even have it. And of course, if you're a GC for another company, your malpractice insurance
00:30:45
Speaker
that's helped through that company is definitely not going to cover you on a board. But you know, I would just be clear of what you're doing and not doing and just saying, Hey, look, I'm providing board level business advice. And that's it in a lot of private companies.
00:30:59
Speaker
don't have agreements and they don't want to put agreements in place, even with providing equity to you. But I think it's important to say, well, how much equity am I getting? When am I getting it? Are there, you know, refreshers? How does it best? When does it best? You know, what happens if there's an exit?
00:31:18
Speaker
For a public company, they probably have templates and they just hand them to you, right? It's like not a big deal at all. It's very standard. But, you know, I've worked on some some private earlier stage company boards and they just kind of look at you like, well, what are you talking about? I'm like, I don't want to take that risk on a personal level. And I also want to know, you know, what's my upside? And I want to have it in writing that what will I get? When will I get it? And I don't want it up in the air or I don't want to be in the dark. So that's what I recommend.
The Importance of Relationships and Trust in Board Work
00:31:47
Speaker
Building on this sort of theme of wanting to be much more a strategic advisor to the business in your capacity as a board member as opposed to someone who's maybe giving tactical advice, I would think that a lot of that is dependent on or it's helpful to have strong relationships with the operators.
00:32:06
Speaker
And I'm curious what that looks like. And then another thread to pick up here too, I think that you've touched on is what happens when you're the lawyer board member? How do you make sure you don't get deputized as the GC of the business?
00:32:23
Speaker
Yeah, that's an interesting one. Those relationships I think with the operators is kind of the same when you're a board member as it is when you're the GC or any other executive, right? I think it's important to meet and get to know the executive team and meet and get to know the board members regardless on which side of the board table you're sitting on. I mean, I think that's just
00:32:46
Speaker
good for a whole lot of reasons for your own experience that you can do a better job so you can learn all those things. Those are the key decision makers, whether you're there as an executive or there as a board member, and that trust and respect that you build with one another is really, really important in any context.
00:33:03
Speaker
And frankly, you need to be able to get to the point where you can speak up and say, yeah, sorry board members, you're not thinking of X, Y, and Z. And no, that's a really bad idea. And here's why. And it's fine if ultimately everyone overrules you. I mean, that's the way it is as a GC too. But I think you have to build up those relationships enough where you feel comfortable with the people and where their gut is. And, you know, if you're like, Oh yeah,
00:33:29
Speaker
I know that guy, I totally understand his thought processes and I usually typically agree with him, but maybe today I don't. So I want to be able to say, hey, look, I respect you. I hear what you're saying, but let's also think about XYZ, which, I mean, that's your duty to the company. That's your duty, if you're a public company, to the shareholders or to the investors or whatever else is to speak up. So it's easier if you have those relationships.
00:33:55
Speaker
And as far as the question about being the lawyer sitting on a board, it's really interesting because obviously no one's ever going to take your legal experience away from you. You're always going to be a GC or a CLO or whatever your background was, corporate secretary, much like a CEO is who sits on a board or a CFO who sits on a board. But I think, you know, GCs are kind of seen a little differently. Lawyers are seen a little differently and
00:34:21
Speaker
assuming the company that you're on the board of has an in-house counsel and some don't. So it's very different dynamic. I've done both. If it doesn't have one, then you want to be helpful to that person. You don't want to step on their toes. You don't want to show them up or make them look bad. It's better to be their partner or their backup.
00:34:43
Speaker
do something to help them and make them look good. And whether that's in a board meeting or maybe it's after the board meeting and you shoot them a note and go, Hey, so this thing came up. What about this? Why don't you suggest it and only feel good, right? Like, and that's fabulous. You know, I mean, that's, um, I think it's important just.
00:35:02
Speaker
for smart people to jump in and solve a problem regardless of whether your background is legal or anything else. And also, too, on a lot of boards, especially public boards, people don't have day jobs anymore, right? Maybe they used to be a CFO or they used to be a CEO. So some of those folks, it's an interesting dynamic, too, as far as the building relationships discussion, you know, then you're dealing with
00:35:28
Speaker
generally older demographic folks who are retired but they've got significant business experience so that's great from a networking perspective but they also have a slightly different perspective in the boardroom but you know you got to make sure that all those folks look at you as the board member and not as
00:35:44
Speaker
Oh, that woman's a lawyer. Somehow you have to work your way into like AF, like we were talking about before. I have all these great skillsets that will be helpful, not I'm the lawyer. So just being available and being approachable and getting to know the execs and getting to know the board members, I think is key.
00:36:03
Speaker
It can be very frustrating when there's sort of these maybe more professional board member types that they're kind of retired and they just don't answer their emails and you're trying to get work done and you want to help the executive team and you're like, oh, come on. So, you know, I think.
00:36:20
Speaker
Regardless of where you are in your career, you've got to be available for those random zooms and interim calls and emails about, hey, guys, this thing came up. We need your opinion on this or that. And I think a lot of things happen kind of on one-offs and off-cycle things. They don't always happen on that nice structured format. So I think it's important that you're there so that you can help each other and decisions can be made and you're not the roadblock
00:36:46
Speaker
you know and as the lawyers you know a lawyer not the lawyer sometimes you can use that legal experience to go no we this is why this is important like from a corporate governance standpoint you kind of can kick them down the road a little bit so that actually can be good to kind of tweak them a little bit
00:37:02
Speaker
I think it's more challenging when you're a board member of a company that doesn't have a GC at all. And I've done that too. That was my iron horse experience. And you end up doing a lot more work, but you have to be a lot more cautious that you're not essentially, like you said, the default GC for various reasons. And honestly too, you just, you don't really want to be like, who's got that time? So they both can be fun
Managing Board Commitments and Overcommitment Risks
00:37:27
Speaker
and rewarding. They're just different.
00:37:29
Speaker
especially if you're sitting on a couple of different boards at the same time. Right. Right. You have to make sure you don't overextend yourself too. And if you get involved in a board where it ends up being a lot more work, you know, you could withdraw from that board or maybe you just have a chat with the executives go, look, I got to scale this back because it's not what I bargained for. And I want to be on multiple boards, but I can't dedicate this much time. So most people are, they totally understand.
00:37:52
Speaker
I want to ask you a little bit about your recent board experience. Something super interesting and exciting just happened to you. You were on the board of iron, of course, when it went public. And going through that S1 Roadshow process all the way through to IPO as a board member, what does that look like? And not a lot of GCs have an experience to see it from the director seat. So yeah, tell us a little bit about that.
00:38:21
Speaker
No, I'm super excited and proud about this. It's just been a really fun and interesting and very different journey. I didn't know it was going to take, I joined in early 2020. So it was a multiple year adventure because, you know, the company was just starting out. We're just starting to raise funds. I was introduced to the founder and CEO and we kind of hit it off and we've stayed working together. There's a handful of us who've been around.
00:38:51
Speaker
A few are executives and some are board members, but we've been around since the very beginning and a few people got added along the way. And some people frankly dropped out because they were like, this is taking too long. And they got replaced. But, you know, we survived the pandemic. We survived multiple rounds of fundraising, all sorts of hurdles related to that, which I can't talk about. But wow, it was super fascinating from a board standpoint.
00:39:16
Speaker
The market's gone crazy, you know, IPOs were booming and then they crashed and, you know, we're still trying to get out the door and you're trying to time the market. Anyways.
00:39:25
Speaker
We filed confidential S1s. We filed several public S1s. We kept almost going and then not. And I mean, that's fascinating as an executive to do that, but it's really interesting as a board member because you're making those strategic decisions on how much money do we need to raise? When are we going to time it? What are we going to do? But finally, the S1 went out. And of course, you have to go back and forth with the SEC because they have comments. You have to file it and refile it. Then you're sitting there biting your nails going,
00:39:51
Speaker
When are they going to take a look at it? When are they going to give us the thumbs up? But ultimately they did. We prized. We did the roadshow. It closed the very last business day of 2023. Big, big whirlwind, big adventure. But being a part of that as a board member was really, really interesting. Just, you know, we truly worked as a team. You really got to know those other board members and some of the executives because
00:40:19
Speaker
It was just so much going on. And of course, like I said earlier, do you know? Yeah, that was me. Board agreements. Yeah, that was me. All those things going, hey, guys, we need to do these things. So you kind of do use that experience from your career and also from other boards going, wait a minute. We need to do this. We need to do that. But it's exciting seeing it come to fruition. And now it's actually a legitimate publicly-traded company. We're having our first board meeting tomorrow, actually, as a publicly-traded company.
00:40:46
Speaker
It's a really unique experience doing that as a board member.
00:40:50
Speaker
as all of the people who may be listening to this, who are GCs, who've done various different exits, whether they happened or didn't, or they prepared for an IPO or some kind of an exit. You guys all know how much work that is. Guess what? It's so much more fun to do it as a board member. It's a lot of work, but yeah, it's not as heavy of a lift. But you still get really, really interesting experience. So I don't know how you can get that experience or how I could even duplicate that.
00:41:19
Speaker
It was really exciting. It's fresh news. I'm thankful that I was a part of it and everybody really got to know each other well. We're going to be going some point in January to do the bell ringing, which I'm also super excited about. That's so cool. The other board that you set on, SlamCorp, the AROD board, I think you can call it. I always call it that too. It's more fun. Another SPAC that announced an intention to acquire a business is recently called Link.
00:41:49
Speaker
Can you tell us about that in the process of being on a board that's acquiring a company that's part of a major M&A event? Yeah. That's another one of these really cool, interesting experiences. This was just announced on December 18th. It's something that I've known about and we've been digging into for many months, but I haven't been able to talk about it. The timing of recording this is exciting.
00:42:15
Speaker
satellite company where you can communicate directly from the satellite to like a handset, which is going to be really useful for countries that are more underdeveloped or even just places that are more isolated that just don't have that network that we do in Southern California.
00:42:31
Speaker
Sure. So it's fascinating technology that I've been able to learn a lot about. And of course, as a board member, and I'm also on the audit committee, you really have to dig in on, you know, the cash flows, and is this the right decision? And when do we do it? And how much do we invest? And let's, you know, really dig in from a diligence perspective and make sure it's the right decision. You know, and it's super high tech, too, which is, for me, that's great. I'm a
00:42:55
Speaker
experienced CLO technology companies. To me, it's really interesting, but I know for some of the folks who have more of an entertainment and media background, that was a little heavier of a lift for them, I think. But either way, everybody really rolled up their sleeves and dug in. Hopefully, I don't know when exactly it's going to be, obviously, because the M&A process takes some time. But at some point, I think in 2024, we should be able to take
00:43:22
Speaker
link public and there's a ticker already set aside and the whole bed and you know, let's get to do the IPO process I guess yet again as a board member. So it's really cool group of people and learning about that technology is really fascinating. And I think the fact that these both came so close together
00:43:40
Speaker
It's doing these big transactions and just really digging in. You're really developing your skill sets even further, both as an executive and as a human and as a board member. And ideally, you can transfer those skills to bigger and better things down
Future Aspirations on Board Roles
00:43:56
Speaker
the line. But like I said, it's way easier as a board member.
00:44:03
Speaker
But either way, it's just, it's so interesting to be a part of. And, you know, I think it's really solidified to me that this is the journey I want to be on, right? Like I still do love being a GC.
00:44:14
Speaker
But, you know, whatever, maybe whenever that is that I want to be retired or semi-retired, I think, you know, sitting on boards and being able to do this to still really stay in the heartbeat of these companies. I could see myself doing that way, way, way, way into the future. It's just so interesting and exciting. And you always have to keep learning, which is what I always want to do. So highly recommend.
00:44:41
Speaker
a busy December for you. It was a busy December. Yes. One last question for you, Lisa on on board service, which is, and maybe you touched on this a little bit, but how do you go about leaving a board role gracefully? Is it is it any different than moving on from another executive positions?
00:45:05
Speaker
think it's that different. I mean, obviously, as a board, you get appointed for a certain term, a board member, I'm sorry. So in a perfect world, you could just say, Hey, you know what, at the end of my, I mean, like a public board, they're usually three years. But anyway, whatever your term may be, you know, hey,
00:45:23
Speaker
I don't have the time anymore. This isn't up my alley. I don't like you people. No, I'm kidding. I've never heard anyone say that. You know, just rolling off at the end of your term is certainly the easiest way, whether it's a little startup or, you know, a formal public company. But, you know, that doesn't always happen that way. I know I've definitely seen where folks are like,
00:45:48
Speaker
Look, I'm just up to my eyeballs in my normal day job. I'm aware of someone who recently did that, who was like, I like you guys. This board is interesting, but I really just don't have time. And frankly, you're doing your other board members and the executives a disservice if you can't participate. So a lot of people do it, honestly, for the right reason. Because they're like, I know I'm not going to be doing a good job as a board member. I don't have the time to dedicate, and I'm going to have to roll off.
00:46:18
Speaker
You know, you get people notice and whatever. That's when everybody starts thinking of who their friends are to replace. Right. And that's why I said the network is so important because if someone rolls off a board, whether it's public or private or whatever, I mean, you start going, oh, shoot, now we have to replace Tyler, you know.
00:46:34
Speaker
What are you going to do? And so then you start calling your friends going, Hey, are you interested? I mean, like I said, that's how I got my slam-corp seat. A woman, she was very smart and lovely and she just didn't have time anymore. And they thought of me and within, I don't know.
00:46:52
Speaker
two months of them thinking of me, I was on the board. So you never know. But I just think, you know, in any situation, you know, you obviously have to be aware of your ethical and liability issues and things like that. But just just like a day job, just be professional and play. I don't think it makes much of a difference as long as you don't. It's worse, in my opinion, to not participate as a board member than to say goodbye.
00:47:18
Speaker
As we start to wrap up, I have one last question for you that I like to ask almost all of our guests, and especially you, given the diverse experience you've had over the course of your career.
The Importance of Business Skills for GCs
00:47:29
Speaker
If you could look back on your days of being a young lawyer who was just getting started, what's something that you wish you'd known then that you know now? Well, I mean, when I first went to law school,
00:47:42
Speaker
I didn't even know that being a GC was a choice. I truly didn't even know that the role existed. So that's just a whole separate story. But I do really wish that I knew how important that business skills in general are for in-house counsel rather than really focusing in your earlier and mid-career on those traditional
00:48:09
Speaker
hard legal skills. I mean, clearly they're important. You need those skills, but I think the bigger picture strategy things, just learning how to be a business person. A lot of the things that make you, I mean, if you're truly a C-level
00:48:23
Speaker
GC or CLO, corporate secretary, again, like I said, not like I can't mark up a contract, but that's really not the best and highest use of your time, right? That's not really what they're valuing you for. They're valuing you for your ability to be a strategic partner and a decision maker. They don't teach you that in law school or in your early career. And so, and honestly, those skills are critical as a board member too, right? So, I mean,
00:48:51
Speaker
the one thing I look back on and I Personally regret and every time I meet lawyers earlier on in their career who say they want to go in-house at some point I really wish I would have gotten a joint JD MBA There's nothing I can do about that now. Yeah
00:49:06
Speaker
Although I have taken many business management and finance classes over the years. I've taken, you know, MBA courses for lawyers. I've just all sorts of things. I've taken classes through USC Marshall Business School, just all sorts of things. But it's so hard to find the time to focus on it, to learn, you know, when you're deep into your career and you're kind of doing that on as a to improve yourself and improve your skill sets so much harder to do later. Mm hmm.
00:49:33
Speaker
And then also for those folks like me who have children, you're trying to juggle that on the side and you want to be a good parent and, you know, a good partner or whatever it may be, and trying to take these courses and develop these skills later in life. It's just more difficult. So do it early. And I mean, education is great, right? I mean, if you end up not needing it, then so be it, but do it when you can. And a GC is really more of a business person and an executive than a lawyer at the end of the day anyway. So
00:50:02
Speaker
If you enjoy those skills, develop them early and get really good at it and you'll be valuable either as a GC or as a board member or both. That's fantastic advice and great advice all the way through our conversation about how to really level up and begin to pursue opportunities as a board director. Thank you so much for joining us today, Lisa. Thank you for having me, Tyler.
Closing Thoughts and Podcast Engagement
00:50:27
Speaker
It was great having this chat with you.
00:50:29
Speaker
And to all of our listeners on the abstract, thanks again to Lisa, and we hope to see you next time. Thanks for tuning in today. Don't forget to subscribe so you can get notified as soon as we post a new episode. And if you liked this one, I'd really love to hear your thoughts. So please leave a rating or a comment. If you'd like to reach out to me or our guest, our LinkedIn profiles are in the description. See you all next week.