CREATING BOARD OPTIONS FOR YOUR FUTURE:

Larry Stybel

lstybel@boardoptions.com

Ideas to Action:

2

Exercise

• Write down an Executive Summary for why a Board might wish to add you.

3

4

MY MISSION:

• Creating a Board Strategy

• Creating a Board Resume

• Distribution of that Board Resume

• Managing YOUR Risks.

• Compensation

5

“WHY IS A BOARD PERSPECTIVE IMPORTANT?”

• When a Fish Rots……

• What is the CEO Obsessed With?

• How to gain a CEO’s attention.

• Improving your visibility/network.

• Interesting.

• Letting go means having something to move TOWARDS rather than retire FROM.

400 Years of Board Work:

• Review and approve strategy.

• Hire and fire the CEO.

• Review the finances to see how the money is being spent.

• Nose In; Fingers Out.

6

THE BOARD FOOD CHAIN

7

Your Board Strategy: food chain

• Nonprofits-Small.

• Nonprofits-Large.

• Heritage Private Companies.

• PE Dominated Private Companies.

• Pre IPO

• Small Cap Public

• Mid Cap Public

• Large Cap Public

8

EXERCISE

Write down where you are TODAY on the board food chain and what is the most logical next step for you?

9

YOUR EXECUTIVE SUMMARY

10

Look at Board Talent Bank.

• http://www.boardoptions.com/

11

12

Board Resume

• Senior Financial executive with Board experience. Industry experience includes software and medical instrumentation. Can contribute to strategic discussions involving new product evaluation, establishing operations outside the USA, and M&A. Qualified to serve on the Audit and Compensation Committee. Well suited for a private company seeking to aggressively grow.

• 57262 - Executive Director, global merchant bank operating in 36 countries. Her responsibilities include business development, private equity, joint ventures. Strong India contacts. Industry experience includes financial services, energy, clean tech, carbon financing, office furniture, and consumer products. She has worked for global leaders such as Coca Cola, Herman Miller. MBA, Wharton. B .A. in Economics, Yale. Can contribute to Board discussions involving strategic review, globalization, M&A, and sources of funding. Qualified to serve as Chair of an Audit Committee as well as serve on Nominating & Governance, and Compensation. She lives in the New York City area. Former Board member of the Simon Wiesenthal Center in Europe.

13

Exercise

• Using these models and others in the Board Talent Bank, do a second Executive Summary now.

14

LET’S DISCUSS.

15

16

How to Create Board Options:

• Articulate your value proposition: strategic, industry expertise, contacts, know sources of funding, etc.

• Clearly articulate where you are: audit/oversight vs. advise/counsel

• Create a Board Resume

17

DISTRIBUTION CHANNELS FOR YOUR BOARD RESUME.

18

19

Board Distribution Channels

• Partners who know Partners in law firms—corporate not tax partners.

• Other Board members, check out investing business week (name of person)

• Tax Partners at CPA firms who can refer you to audit partners.

20

Board Distribution Channels

• Recruiters. • National Association of Corporate Directors• Boardoptions.com• Boston Club

21

Your Bumper Sticker

• I only have time to serve on one Board. I want to make it a good one.

Give it Two Years!

22

23

Managing Risks.

24

D&0 Liability Insurance

• Get your own insurance agent to give you a second opinion about its adequacy.

• Make sure you are covered for actions taken while you are a Board member even if the law suit takes place after you have left the Board.

• Who selects your attorney in the event of lawsuit?

25

YOU MIGHT NOT NEED D&D INSURANCE.

• Board of Advisors vs. Board of Directors.

26

27

Reputation Risks

• Term limits protect you. Ask for them.

• Write your resignation letter and give it to the President/Chairman and leave the date blank.

• Ask for dates of full Board meetings and committee meetings up to one year in advance.

28

Compensation Issues.

• Annual Retainer vs. Meeting Fees.

• Equity: .5-1.5%.

• Key negotiation should be on the amount of equity and the pay-out of equity.

29

30

31

Next Steps

• Review the Board of Director Talent Bank in Boardoptions.com. Complete the “submit your credentials” information.

• Email to lstybel@boardoptions.com

MORE RESOURCES

www.boardoptions.com

www.nacdonline.org

www.directorship.com

www.boardroominsider.com

33

34