Wayne’s Board Availability

by Wayne Willis on June 28, 2011

“If one man tells you you are a horse ignore him. If two men tell you you are a horse think about it. If three men tell you you are a horse – buy a saddle.”

- old proverb

In the past 6 weeks or so, several friends recommended I be more explicit about being available for service on a company's Board of Directors. Those suggestions have focussed on several benefits I can bring to a board.  I thought I'd list them below for reference.  Bottom line: I am looking for a Director position with a Company where I can add a lot of value. Here's what I can bring to the table:

  1. Experience - Roles. I've been on 26 boards of directors, directing companies sold for over a billion dollars.  I joined those boards in the following roles, and that experience will inform my work as an Independent Director on future boards:
    • Founder - as co-founder of Hyatt Legal Services, I was on the board of that company and also on the board of a subsidiary of H&R Block, Inc., a NYSE company when it was providing services to Hyatt.
    • Turnaround or Growth CEO - I've led companies enjoying explosive growth (HealthScribe, Voice-tel) and those that were struggling (MagnetPoint, Cyracom), in all cases having to assume leadership of boards addressing those issues.
    • Investor - I've served on several boards where I've been an investor or an investor representative.
    • Independent Director - at FaxNet, I was asked to be the "Independent Director" sitting in the fifth seat, with the two founders and the two VCs.  At Axonwave, a VC-backed Canadian company, I was the only independent director.
  2. Experience - Industries; Company Profiles.  I’ve been involved with several industries and companies at different stages of development.
    • Companies by Industry
      1. Telecommunications (Voice-Tel, FaxNet);
      2. Legal Services (Hyatt, Block Management);
      3. Health Care [Informatics] (HealthScribe, Cyracom);
      4. For Profit Education (Hotmath, iDiploma)
    • Stage / Size of Company
      1. Hyatt (founding to $100 million / successful sale)
      2. Voice-Tel ($3 million to $60 million / successful sale)
      3. Fax-Net (Series A to Series D / successful sale)
      4. Healthscribe (Series A to Series C – then, after I left, modest sale)
      5. Ditto (Series B to modest sale)
      6. Cyracom (pre-Series A to Series B; profitable, growing; a leader in its industry now.)
  3. Strengths. Here is how I can contribute to the success of a Company.
    • “I do the work.”  This sounds obvious, but I read everything, think about it, research what I don’t know and come prepared.  I will do the committee work, having served on several Compensation committees.
    • Strategy.  I’m a big believer in having boards very knowledgeable about the corporate strategy being followed, as well as alternative strategies that should be considered.  I’m a student of Michael Porter’s work (and served with him on one board) and I take the time to understand the imperatives of the competitive landscape around the Company.  Again, I’ll do the work here, and it’s not a trivial commitment of time.
    • Organizational Development.  My masters’ degree included a concentration in “Organizational Behavior” and I find I can be very helpful to management dealing with changing organizational or “management infrastructure” needs.  An “annual plan” is risky if the Company’s capacities are compromised or its culture rejects needed changes.  I've coached several CEOs who needed help developing their team.
    • Relationships.  I try to form mutually helpful relationships with other business leaders.  To the extent I can use those relationships to open doors, accelerate growth or otherwise help the Company, I’m happy to do so.
    • Legal Perspective.  I went to law school and practiced corporate law with Brobeck for a year before starting my first company.  Board discussions and decisions should not be overly “legal” – but they need to meet legal minimums to protect Directors and the Company from avoidable liability.  Beyond that, I follow the current literature on best practices for “good corporate governance” and can suggest those practices where appropriate.  My instincts and judgement here are often viewed as helpful.
    • Corporate Transactions.  Often, a company needs a short burst of senior-level leadership beyond what the CEO can provide given time constraints, be it for managing a merger, working out a financing issue, or helping with a corporate crisis.  Because I’m not a full-time CEO, I can often make a contribution, either as the CEO’s alter ego (e.g., negotiating a major bank refinancing) or as a subcommittee of the board (e.g., working with the CEO on merger negotiations).
  4. Limitations.  While I can make a good contribution to many kinds of boards, here are some situations where others would be better:
    • Marquis Name.  Some directors are celebrities, either generally or within their industry.  I prefer to keep a low profile and would not be a well-known name to drop.
    • Manufacturing Companies – I don’t know anything about manufacturing; if manufacturing is a major part of a business, others would be better.
    • Core Technology or Biotech Companies -- I'm less experienced with businesses that are creating core-technology, like semi-conductors, hardware or infrastructure software.   Also, I have no experience with Biotech or Pharmaceutical companies.
    • Non-US Companies.  I’ve been on the board of a Canadian company and advised the board of a large European company.  I’ve chaired the Board of a US company with a 1200 person subsidiary in Bangalore, but my knowledge of international markets and requirements is limited.
    • Family Companies.  Family companies have a unique dynamic, and I don’t have relevant experience with a family-dominated company.
    • Companies Selling Primarily To Government.  Again, I don’t have much experience here.


Previous post:

Next post: