Joe: [00:00:00] Hello, and welcome to On Boards: a deep dive at what drives business success. Hi, I’m Joe Ayoub and I’m here with my co-host Raza Shaikh. On Boards is about boards of directors and advisors and all aspects of governance. Twice a month, this is the place to learn about one of the most critically important aspects of any company or organization: it’s board of directors or advisors, as well as the important issues that are facing boards, company leadership and stakeholders.

Raza: Joe and I speak with a wide range of guests and talk about what makes a board successful or unsuccessful, what it takes to be an effective board member, what challenges boards are facing and how they’re assessing those challenges and how to make your board one of the most valuable assets of your organization.

Joe: Our guest today is Roberta Sydney. Roberta has been a CEO, a founder-entrepreneur, and a corporate executive. She is also a highly [00:01:00] experienced board member who has served in executive and board leadership positions, including as Chair of both Compensation and Nom-Gov Committees. Her board experience includes regulated financial services and real estate firms ranging from large traditional organizations to young entrepreneurial companies.

Raza: She currently serves on the board of several companies, including Kiavi, as well as on the board of Tiedemann Advisors, a wealth advisory firm with $22 billion in assets under management. As an entrepreneur, Roberta founded a real estate firm in 1999 and developed and managed 9 million square feet before a successful exit.

Joe: Roberta has also brought her industry and digital expertise to private VC backed real estate technology startups, which have created solutions to lower operating expenses, drive energy efficiency, and improve tenant [00:02:00] retention using predictive data analytics to leverage machine learning as well as to increase sustainability using solar power, advertising kiosks.

Welcome, Roberta. Thank you so much for joining us today on On Boards.

Roberta: Well, it’s great to be here, Joe, Raza, thank you so much for having me.

Raza: Let’s actually start talking about what are the important issues that are facing boards that you are seeing? Maybe what are the top few?

Roberta: So thanks for asking. I would say that right now, especially since we’re still in the COVID era, which is how I’m describing it, I would say top of mind is still employees and employee safety. When I say that it’s really the whole aspect of human capital. Who are we hiring? How are we making sure that they can get their work done productively, safely? How do we onboard new people in this remote environment? How do we develop people? And that’s [00:03:00] probably number one and two. The employee retention, I would say is sort of number two.

Then the third is really around culture and probably strategy because, culture will eat strategy for breakfast, especially in the world and, and even this this call that we’re doing today, all three of us are in different locations. And so that’s what’s going on around the corporate America today, is people are not together. And so how do you create enhance, grow the culture that you want and how can you be sure that that is the lived culture when people aren’t together as much as they used to be. So I would say those are the things that the boards I’m on and many of my colleagues are talking about that are top of mind today.

Raza: Speaking of remoteness does that apply to onboarding new board members as well? And what have you seen in these challenging times of how boards have coped with that?

Roberta: Well, I’ll give you a good example with Kiavi. I’ve been on board now [00:04:00] for closing on a year. I had all of my interviews, every one of my one-to-one with management and with board members on phone or zoom or some other virtual platform. We’ve had every single one of our committee meetings and board meetings in a virtual way. I have still to this day, yet to meet a single person with whom I’ve been working, whether they’re colleagues on the board, or the management team. I was chairing the nom/gov committee, I’m now the lead independent director, but we also brought on four new directors. We’re a late stage private company, at some point we’d like to be a public company and so we brought on four new directors. That entire process I also ran completely virtually. We’re now at the very tail end of the onboarding, which again is all virtual for these new directors. So it [00:05:00] is possible, very challenging though. Yes.

Joe: Yeah, I think it’s great that we’ve learned to operate under these conditions, but we’ve learned a lot from it as you pointed out, but it’s also true. I think that we’re missing something and I’m just wondering how you experienced that and what are we going to do about that? How much longer can we go on virtually. I’m on one board that has literally not met in person for two years now, two years in March and I was just talking to someone about that and we’re getting business done, but we’re definitely missing something.

Roberta: Right. No, I agree with you, Joe, completely. I think that the interstitial bonding and the walking to the dinner or standing and getting a coffee and the in-between moments that happen, whether it’s at the committee meetings or at the board meetings, those aren’t happening, the board dinners aren’t happening.

It’s harder. It is just harder for people to build the bonds, [00:06:00] build the trust. I can tell you that on one of my boards, we held a call. I’ll call it a social hour where we literally just spent time together talking about and answering questions like “how tall are you?” because in this world you have no idea how tall anyone is. What are the kinds of things you like to do for fun? Things that don’t relate to the company and productivity, but do relate to people being people and laughing together, which I do think is a really important thing. When we just get on and get going, you don’t have the, that kind of time. So I can’t tell you how long this is going to go on, but I do think it will end, it needs to end. Most of the boards that I’m, that I’m involved with are, are talking about a blend of virtual and in-person.

Joe: I think that’s going to make a lot of sense.

Raza: Roberta going back to the people side of things in these current talent wars, I think diversity and [00:07:00] inclusion also plays a very important role. How have boards has been looking at it or bringing it to the forefront that you’ve seen?

Roberta: Well, I’ll tell you that it is an important matter. I think the first is measuring because if you are measuring, you can actually see where you are and see where you need to improve. I’m one of the boards. We not only measure, you know, count noses, but we also look at where people are in terms of pay level, grade level, development, advancement, retention, so that we may be bringing in a great number of women or a great number of people of color.

But if they’re all leaving within. 12-18 months, well then there there’s an issue that needs to be addressed. The other thing that we do is surveys, employee surveys, which I think are even more important in the current environment. We ask questions like, I feel like I belong here, or I feel that my ideas [00:08:00] are welcomed.

That’s something that you can look at, not just by the entire company, but also by level, which tells you an awful lot. I think that’s the first step and then I would say the second step is really being intentional about aligning the incentives with this particular metric, because if people aren’t focused on it in terms of what they’re supposed to be doing, it’s just like any other metric?

Yes. We want top line growth and yes, we want profitability, but we also want a world in which our vendors, our employees, our contractors are diverse, we only get that if we actually pay people to think about that and do something about it.

Raza: Yeah. One comment that you had made earlier was that the pandemic has exposed all the warts on strategy. Could you comment a little more on that?

Roberta: Sure. I would say that one of my boards, we we were [00:09:00] not terribly diversified in terms of revenue stream. In fact, this is a real estate company. The lion’s share of the revenue was coming from the hospitality sector. Well, it doesn’t take a rocket scientist to know that the hospitality sector is a volatile sector. We were discussing this. We had been discussing this and I’ll say late 2019, we had made some decisions about moving away from that reliance. Well then of course, the pandemic hit and it became too late to execute the plans we’ve been talking about in 2019, but it exposed all of the issues, sort of like if we had a yellow flag on the field before it was a red flag on the field.

Then the other piece was what kind of preparedness did we have for crisis? I mean, this is the other wart I would say that many of my companies really got clear on: was there sufficient succession planning? If somebody, God forbid got very sick and was unable to function or couldn’t come back for some [00:10:00] reason, or God forbid died, which again, we didn’t have that, but these were questions that the board was asking. Who’s ready now who could step in. What is our plan? On another board we had a board meeting planned and then the CEO got COVID. We couldn’t hold the board meeting in person. All of these things I think are part of, again, the warts and the rocks that you’ve been get exposed when you’re not prepared,

Raza: Yeah.

Joe: Yeah, that’s a great point. I think we talked about also the fact that the pandemic to a great extent has also exposed the warts on the governance practices of many private company boards, for many reasons, one of which is that private companies are required to actually have boards, but not really a, it’s really more of a legal requirement than a governance requirement. How do you think this has perhaps helped private companies understand how important boards can be, especially when there are [00:11:00] challenging times.

Roberta: Well, I think one of the things that I’ve seen on some private company boards is cronyism or complacency in terms of refreshment. You bring people on at a certain point in time. They’re exactly the right people for the reasons at that time and then those reasons have gone away, but the people are still there.

 I think one of the warts that was certainly exposed is who do we have on our board now that can really help guide us in practices that are going to make a difference as we could use a very very overused word “pivot” to the new normal. I think it’s an opportunity for every board and for every CEO and every nom and gov committee to be thinking about. Do we have a board that is fit for purpose. The first step in that is actually having a skills matrix, which many private companies, unfortunately, don’t. Most of the ones that I’m involved with do, and we evaluate on an annual basis, what [00:12:00] do we need for the next, pick a number, three to five years. What do we have, who should be rolling off or might be rolling off and they’re therefore not. Do we want, Roberta 2.0, but rather what are the skill levels that we need if, if Roberta is going to be rolling off and I think that’s a much, much better practice it requires effort, but I think it’s effort that yields tremendous results.

Joe: Ah, boy, I think that is such an important point. It is one of the most important aspects of governance in private or public companies. But in private companies, because if a board is not critically looking at itself on a regular basis and as you said, has a matrix that it’s looking at so it understands what the board needs to drive the plan toward the future, then it is really missing out. And I noticed when you described your board credentials, the first thing you lead with when we talked the other day was “governance [00:13:00] expertise”. I think a lot of people do not fully appreciate how important having that on the board, whether it’s on the board members or at least in the board chair or lead director, it is creating that governance culture and an understanding of what that means, I think is just so important.

Roberta: I agree with you, Joe. I think in private companies, Well, I’ll just say this, that good governance is good governance. Whether it’s a nonprofit company, a private company, that’s family owned or controlled, or it’s venture backed or PE backed, or it’s a public company of any size. Good governance is good governance and there are best practices while they still have to be tailored to the stage of company, the size of company, the complexity of the industry. If you don’t have the basics it’s very difficult to be effective as a very difficult,

Joe: So I think it puts a lot of responsibility on the board chair [00:14:00] to look after the structure and processes and, and board culture. What are the ways that a good effective board chair might help his or her board really, understand best practices?

Roberta: Great question.

I am also the board chair of a private company in Colorado HCI Civil. It’s a civil construction company. We do everything horizontal: bridges, roads pipes under the ground clearing land for developments. And this is a company that has brought on its very first board, there was never a board before and one of the early things that the company has done and that I’ve done as, as board chair is make sure that we have committee chairs, make sure that we have an owners group so that the owners are speaking with one voice because it is a group it’s not just a single owner.

It’s made sure that we have, we’ve called it a decision matrix. It’s sort of the swim lane. What are the things management decides? [00:15:00] What are the things that need to come to the board for decision? What are the things that need to come to owners for decision getting clear on those has been very, very helpful to setting the ground rules for how we can all engage together and move this business from where it is today to something even even better. The company’s been around for 50 years, so they’ve done it very very well. And it’s now part of a transition to move to more professional governance. That would be the starting point.

I also think board education is particularly important. There’s no substitute for directors, especially those that might be less familiar with board practices to actually take a class, read a book, you know, learn and be open to learning about what a good board agenda looks like. What a good committee agenda. Look, what kind of risk management should boards be doing? What would be, what would an enterprise risk framework look [00:16:00] like for a firm like ours?

I think all of these become possible if you open up your mind to say we think there’s value here and we’re going to make better decisions and get better results because of the governance that we’re putting in place here.

Joe: Well, that is extremely well said. I’ve loved the idea of creating this document or chart showing lanes and trying to help the board board members understand where are we, where has management, where do we work together? That that is a great concept in terms of education. Of course. You’re right. Where are the places that you’ve, participated or, or been involved where you think there’s some strong education opportunities?

Roberta: Well, I would say that, the National Association of Corporate Directors, have been a longtime member. They are the 800 pound gorilla. When it comes to board governance in the United States, there are some terrific programs.

There’s the Private Directors Association that also has some very good [00:17:00] programs and materials the American College of Corporate Directors, I think does a very good job as well in the board education, the most important. And then there’s one other that I would say has been very valuable for me. It wouldn’t be for either the two of you, but it’s Women Corporate Directors and that’s a group of, again, as it sounds, women who all are my peers and we get together and do learning and sharing. What I particularly like is, yes, it’s, it’s great to, to go to a large group event, but it’s really wonderful and zoom and this virtual world that we’re in today h as opened up some types of learning that weren’t possible before.

So, give you an example. I’ve gone to events through, you know, probably what recent one was with the women, corporate directors WCD, and it was on compensation and human capital commitments. And so there was a scenario played out on screen with someone who play acting to be the CEO, someone else acting to be the, of the competence and human [00:18:00] capital committee. And then there was a comp consultant. And so they acted out the scene of what they were doing and then we went into breakouts of, you know, four or five people and talked about what we would do. And then we came back together.

Very effective learning. If you’re talking to other people who are sitting in those same chairs, they are the chairs and committee members in companies today, dealing with how, how do we handle this thorny issue? And especially with the COVID situation, how do we incent people appropriately, has been a big topic as you can well imagine.

Joe: What a great way to do it, an interactive approach? I think that’s terrific. I seem to remember that you’re also a member of Extraordinary Women on Boards. Is that right?

Roberta: I am. So another great organization that also does programming. I’m trying not to mention all the women organizations, because I’m sure some of the listeners today are not all women. And so there may be great programs, but they’re not [00:19:00] available to at least half the population.

Joe: That’s okay we want those organizations to really thrive because it’s so important now that there’s some momentum to really keep it going.

When you were talking with rasa early, you talked about the importance of human capital and that kind of, led me to think about, you know, the whole stakeholder capitalism as it’s become to be known. As you and I have discussed is a part of almost every company conversation now. Talk a little bit aboutwhy that is and what that actually means in the context of, of the boards that you’ve been sitting on.

Roberta: I think the first thing that I would say about that is the mission of the organization matters more than ever. People and especially millennials, but people in general want to do something that matters and they want to be somewhere where they’re solving big problems or delivering a service that that really is helping. That’s the first thing. I think every company today is figuring out a [00:20:00]way to make sure that it has a mission that resonates with its employee base and its customer base both.

Then if that’s not a hundred percent possible, they’re finding ways to incorporate issue in it. So yes, there are companies that are, B corps and it’s sort of , embedded in every aspect of what they do. And then there are other companies that, that have other ways of doing that.

The second part of that, what I would say, Joe, is that increasingly employees care about the customers that are being served. We saw the Wayfair walkout when when mattresses were being delivered to these refugee camps on the border. We’ve seen Silicon Valley walkouts when different of the tech companies were serving our military. I think these are the things that come about. We think about also SBA in Texas, or you think about where we’re doing business with with one another and what’s going on there in terms of [00:21:00] some of the I unfortunately have to say the political environment, all of that matters. Even when Black Lives Matter came out, you know, is your CEO saying something about it? Is that okay? Is it, is it relevant or is it. I don’t know, I can’t call it greenwashing or blackwashing I don’t know what to call it. It’s just, it’s empty. It’s empty platitudes. I think that’s, that’s almost worse than saying nothing

“We stand with you.” does it doesn’t really matter unless it’s doing something about it. And that’s what employees and customers want to know. Not just that you sympathize or empathize, but what is it that you’re actually doing?

Joe: I think you’re right. I think people are casting a far more critical eye on what the company is saying. And as you said, is it, is it window dressing or is it, is the real substance here? One of the thoughts that we’ve talked about in a couple of these podcasts is that part of the reason that the momentum is [00:22:00] increasing on this is because big time capitalists have embraced it as ‘this is what real capitalism is.” And I think when we talked last time, I had just read Larry Fink’s letter to investors and I had a couple of quotes here. “We focus on sustainability, not because we’re environmentalists, but because we’re capitalists and fiduciaries to our clients.”

Now I happen to think it’s great to be an environmentalist. But from my point of view, if the notion that long-term viability is connected with ESG, environmental, social, and governance, and the big , institutional investors are giving that message to the companies in which they might invest, that is a really important step in driving this forward.

you agree with that?

Roberta: I do.

I think when, when consumers boycott Uber because of business [00:23:00] practices or when consumers say I don’t want to own the stock of Exxon, these are signals, strong, strong signals that companies need to take heed of and reengineer how they’re doing things. You know, you look at a company like Levi Straus, for example, I mean, they’ve been sustainable or even LL Bean, which is a private company. These companies have been focused on sustainability and good practices without anyone looking. Now, everybody’s sort of saying, well, what are you doing? Show me what you’re doing in terms of sustainability, show me what you’re doing in terms of diversity and equity. And so, so I think that the drive towards transparency and the ‘show me’ part of it and having a Larry Fink letter and State Street and others, they’re all coming out and saying, this matters to us. As investors, we think it’s better for the planet. We think it’s better for profits. We think it’s better for people. It [00:24:00] and every company private -companies are not excluded from this, they are not excluded every company needs to -think about this.

Raza: Roberta you mentioned one of your boards. Can you introduce us to the other boards and organizations that you’re part of?

Roberta: Sure. So well, one of the guys, I absolutely love to talk about it’s a, it’s a prop tech company. So this is a technology company in solving issues and problems for the built environment. Company is called Cobu. I first met the founder, Ben Pleat, when he was still at Harvard College and incubating this idea at the iLab on campus there. I chair the advisory board. This company is, has created an app basically to connect people within residential buildings. So you live in a high rise. There’s three, 400 units. They might meet somebody at the mail slot. You might meet somebody, you know, in the elevator, but basically you really don’t know your neighbors and you really don’t know anything about them.

They’ve [00:25:00] created an app that helps you find the people who like to run or the people who want to make pizza, that people who have whatever interests may play Mahjong or, or badminton, whatever it could be .Pre-pandemic very hard sell, very you know, if you’re solving the problem of loneliness and conductivity that wasn’t so trendy and a top of mind in 2018 or 2019. When March of 2020 happened and the world really shut down. People came, you know, rushing to, to Cobu this a, you know, when can we install this in our building? So he’s about, you know, solving this problem, but it’s also about increasing net operating income.

Raza: It helps with retention.

Roberta: It helps with retention. Exactly. So that’s one company

Raza: Roberta, I recently received Ben’s update letter. We, many of us are investors in Cobu. What a great company.

Roberta: Yeah. Yeah. And the other one that I talk about is Tiedemann Advisors. You mentioned it in the opening.

 Tiedemann is going through what I’ll call the [00:26:00] triple Lindy in terms of difficulty. If this were an Olympic event the company has announced that Cartesian Growth, is the sponsor. It’s going public via a merger SPAC. So it’s three entities coming together. And of course they’re not all US-based because you know, the, the magic is in is in geography combination too. And so there’s just been tremendous work going on by the board and by the management team to harmonize financials, get the filings ready for the SEC, to do everything that’s needed in order to to get that company combined. At the end it will be in just about every, every important country of the world. There will be a an ALTE. This is the name of the the new entity, the combined entity. It’s very, very exciting. And the company will probably about 60 billion at that point. And it’s been a great, a great experience to go through that process.

Raza: Wow. Roberta it must mean that the board has a [00:27:00] really important role for this transition for this going public. Did that include adding more board members with skills and expertise for this transition? What has been the board’s role for this whole endeavor.

Roberta: Well, absolutely. The board has been very, very much part of every aspect all the way up to finally signing the deal, because that, that was the first part was, is there something that everyone can agree on? And, and that was, that was sort of step one. And that, that took a while. And then step two was absolutely doing the same thing we talked about earlier in terms of the skills matrix. What do we have? What do we need? And again, thinking about this as a global organization, it’s not just at the board level, but it was also at the management level. And we identified some key hires that we needed to make, which were important. And most of them have been, had been already made and we’re doing the same at the board level. I can’t really disclose some of that because it’s not public yet, but, but [00:28:00] absolutely very important to identify skills that this new entity needs and bring them on board.

Joe: What were the skills or expertise or other attributes that you thought might be important for the company to successfully go public that maybe you didn’t have?

Roberta: Well, we didn’t have at our board, someone that was really deep in risks and the risk management. So that was one that we identified early. And so that, that was one that was a key, a key skill that we wanted to bring to bring on for the combined entity. And we also felt that we needed to up-level on the compensation and human capital side as well.

So these are two examples of the kinds of skills where when you’re running a global, multi continent, all these different countries, cultures, languages, it’s, it’s a bigger effort. And so you wanted to make sure that you kept pace both at the management level, but also at the board [00:29:00] governance level.

Joe: That’s great. That makes total sense. The idea of a more sophisticated and more, maybe a highly developed sense of risk identification and management makes really perfect sense, especially now.

I mean, people actually now get there is risk out there. You may be doing well, and the idea of, you know, succession planning has always been around, but there are risks that if your board is not prepared or is not able to identify you’re really not doing your job.

Raza: Roberta and other, a prop tech company that we mentioned in the introduction called Kiavi talk about that a little bit.

Roberta: So Kiavi is sort of a prop tech/ FinTech company. So the company is the the technology solution for real estate investors. And the company has been around now since 2013, a late stage private company. We’re looking forward to going public sometime in in the future here and [00:30:00]the company has done a tremendous job of becoming a remote first company.

Pre- pandemic there were two centers of gravity, San Francisco for one side and then Pittsburgh for our operations. And now our CEO is in Montana our head of people is in Florida, Chief Risk Officer’s in Nebraska. Our CFO is in, I think, Seattle or Portland. Our general counsel is still in San Francisco as our is our Head of Product, but it’s just, it’s been a really interesting experience to, to live into a new future.

I can’t say it’s the metaverse, but, but it certainly, it’s certainly quite virtual in most cases because of the dispersion of people.

Raza: I think somebody said yesterday that these zoom meetings we all are doing is the metaverse! We are already in it.

Roberta you also have been, doing [00:31:00] Real Estate Development company, leadership and boards. Is there a difference between a real estate company board versus a regular company board or, or is there any distinction or unique issues that they have?

Roberta: Great question. I would say if you’re making software, you’re selling software. If you’re making real estate, you’re selling space. So in the sense you’re still in the manufacturing business, it’s a different type of manufacturing for sure. But the basics of business are really the same. What I would say, though in real estate is the bets are often bigger depending again, on the scale of which you play, but the bets can be bigger. And the other thing I would say about real estate is that- you can’t always get away from some of the personal [00:32:00] liability and personal guarantees where in, you know, any of the other companies that I’ve been a part of, you know, no lender is looking to the CEO or the principal to say, well, I need you to, you know, persoanlly guarantee for the bad acts, if something happens on the property.

So that, that is different. And so. So I would say that there, there definitely are some distinctions and differences, but business is business. And most of it is, is actually pretty much the same. The other thing I would say is in real estate, and this is a happy one there’s a lot of leverage on the people side.

You do not need a lot of humans to run a really large real estate portfolio. And again, unless, unless you’re going to bring everything in house and have your own construction company and have your own architects and have your own engineers, which most people don’t do, most people outsource a great deal of those. And, and [00:33:00] it’s very site dependent, which, which ones you need. I certainly found that from my own experience, the consultants, or even, even the lawyers that. I went to local permitting attorneys depending on the municipality.

Raza: You’ve been part of startup boards as well as large boards. How has been your experience with the startup boards?

Roberta: Well, I would say my one constructive suggestion for every startup. is bring your startup board together for meetings. I would say that startups are much more lax around board meetings and often do one-to-one, you know, I’ll get a call from the CEO or one of the senior leaders like to spend some time with you pick your brain on X or Y or Z and I think that’s a, that’s a missed opportunity because I think the genius is in the room. And whether it’s a zoom row or an in-person room, the genius is when people get together and I hear what Joe’s saying, you know, Raza, here’s what I’ve said. [00:34:00] And each of us then build ideas and questions that the others have along with management that’s in the room.

So I would say that that’s a key distinction is I think startups are just running so fast so far. yeah, just it’s like, oh my God, a board meeting that I don’t need to do that. So I’m not going to.

Raza: As angels, and then as a venture investors, we, of course do bring the board together and insist on a board calendar and schedule and meeting. We always educate startups that a board is, you know, the most awesome asset that you can have. To, to help your company and you should definitely be fully utilize it. So we insist on a board. We insist on board meetings. I think it probably just depends on the stage of the startups, how early they are. Once they get a significant chunk of money the investors are going to be insisting on a board.

Roberta: Yeah, absolutely. You’re absolutely right. [00:35:00] And yes, yes. Everything you said. Yes. Yes. Yes.

Joe: Roberta, it’s been great speaking with you today. What a terrific conversation. Thanks for joining us.

Roberta: Well, it’s been terrific to be with you. And I wish you both a very good day and thanks to you and to your listeners.

Joe: And thank you all for listening to on-boards with our special guests, Roberta Sydney.

Raza: We’ve a request for our listeners. Please take a moment to rate and review On Boards Podcast on Apple Podcast App if you enjoyed listening it, it really helps others discover our podcast. Also, you can visit our website at onboardspodcast.com. That’s onboardspodcast.com. We’d love to hear your comments, suggestion, and feedback.

Joe: Please stay safe. Take care of yourselves, your families, and your communities as best you can and Raza you take care too.

Raza: You too, Joe

Joe: Thanks.[00:36:00]

Roberta: Thank you.