In this episode of On Boards, hosts Joe Ayoub and Raza Shaikh welcome Tom Rosedale, a partner at the law firm of Nutter McClennen & Fish. Tom serves as chair of the firm’s Corporate and Transactions Department and is a member its Executive Committee.
Tom has 27+ years of experience as a corporate attorney and regularly advises public and private company boards of directors in tech, life sciences and more. He has also served on the board of directors of multiple companies including Caring Cross, Vector BioMed, and AMD Global Telemedicine.
The discussion with Tom underscores how evaluation processes can enhance accountability and productivity and address underperforming board members in a constructive manner.
Key Takeaways
- Introduction of a board evaluation process
Tom discusses a company with a board of directors with strong members but with members who were distracted, unengaged and unprepared in meetings.
A new lead director pushed for change and asked Tom to work with him to develop and implement a peer evaluation process. The evaluation process was very well received, it included rankings of each board member, written feedback and questions on the functionality of committees. It had major impact on the function of the board and, ultimately, board composition.
- Addressing board member underperformance
Boards should apply some form of structured evaluation to regularly address performance issues and avoid abrupt dismissals.
- Encouraging board diversity to improve strategic oversight
A board composition that includes a diversity of perspectives whether by age, background, expertise or otherwise improves strategic oversight and innovation. Adding new members to the board as the company grows, changes, faces new challenges brings in different perspectives and approaches that will allow the board to perform at a high level.
- Board and shareholders impact on executive compensation
Company executives used to receive compensation in the form of stock options but now many corporations are issuing stock, RSUs and guaranteed bonuses. Compensation amounts have increased exponentially over the last few decades, even though there is an increased focus on it.
When it comes to executive compensation, board members need to remember that their role is to represent shareholders and to make the right decisions on behalf of the company.
Quotes
“The evaluation process works well when there’s a culture of accountability and no surprises.”
“Ultimately, board members must prioritize representing shareholders and making decisions in their best interests.”
“ If shareholders feel that a board is approving compensation or not holding people accountable for poor performance, then shareholders should vote for other board candidates.”
“The best functioning boards are the boards that don’t stagnate. It’s boards that don’t have all 65-year-old guys who come from the same industry.”
Guest Bio
Tom Rosedale chairs Nutter McClennen & Fish’s Corporate and Transactions Department and is a member of the firm’s Executive Committee. He primarily advises clients on public and private company securities law matters including public offerings, ATM transactions, registered direct offerings and equity lines of credit (ELOCs)), mergers and acquisitions (public and private), venture capital transactions, and general corporate matters.
Tom also represents family offices with their many diverse legal needs. He regularly advises public and private company boards of directors and clients on executive employment matters and incentive compensation arrangements. Tom also serves as outside general counsel to clients in various industries.
Prior to joining Nutter, Tom founded and served as the managing member of a boutique corporate law firm for 19 years. Before that, he served as Associate General Counsel of CMGI, Inc. and Vice President and General Counsel of AltaVista Company.
Tom founded and co-founded several companies, including Corporate Filing Solutions (sold to Northwest Registered Agents), PackageFox (sold to Lojistic), Newfound Research, and Top Shelf Dog. He has served on the board of directors of multiple companies, including Caring Cross Inc., Vector BioMed, AMD Global Telemedicine (sold to Unidoc), Top Shelf Dog, Red Systems (dba Delegated.com and sold to Zirtual), and Newfound Research.
Transcript
Joe: [00:00:00] Hello, and welcome to On Boards, a deep dive at what drives business success. I’m Joe Ayoub, and I’m here with my co-host, Raza Shaikh. Twice a month, On Boards is the place to learn about one of the most critically important aspects of any company, its board of directors or advisors, with a focus on 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 means to be an effective board member, and how to make your board one of the most valuable assets of your organization.
Joe: Before we introduce our guests today, we want to thank the law firm of Nutter McClennen & Fish, who are, again, sponsoring our On Board Summit this year taking place on October [00:01:00] 22nd in their beautiful conference center and the Boston Seaport. Nutter has been an incredible partner with us in every way, we appreciate all they have done to support this podcast.
Our guest today is Tom Rosedale. Tom is a partner at Nutter where he chairs its corporate and transactions department and is a member of its executive committee. Tom has been a corporate attorney for over 25 years representing clients in many areas, including SEC 34 Act reporting and NASDAQ compliance matters, public and private M&A transactions and venture capital transactions.
Raza: Tom regularly advises public and private company boards of directors in a variety of industries, including technology, life sciences, financial services, seafood, cannabis professional services, and multifamily offices.[00:02:00]
Joe: Tom has served on the board of directors of multiple companies, including Caring Cross, Vector BioMed, AMD Global Telemedicine, Top Shelf Dog, ISG Group, Red Systems, and Newfound Research. Welcome, Tom, it’s great to have you with us today on On Boards.
Tom: Thank you, Joe and Raza. I’m excited to be here and look forward to this episode.
Joe: We want to start off in talking about some of the practices in which you’ve been involved to address change in a boardroom, particularly board composition and board effectiveness, and one of the things we talked about when we spoke last week was an evaluation process that you helped institute and implement in one of the boards in which you’re involved.
So, let’s talk about that. I really want to like you to talk about how it came about and then we’ll talk about how it [00:03:00] evolved and how it impacted your board.
Tom: Absolutely. When I look back at my career in all the different boards that I’ve advised and worked closely with over the years, one or two of them really stand out as being exceptional. They tended to not be the most successful businesses or had the biggest exits. They were smaller public companies that generally struggled as businesses, but while they struggled, the health and the continued health of their board and the functionality of their board really did make positive contributions towards their ultimate success.
Joe: So, the board where you helped put together an evaluation process, talk about that company. You don’t have to name the company, but tell us a little bit about the company and how it came about that you created this evaluation process.
Tom: Absolutely. So, there’s one company, in particular, where we had an exceptional group of individuals on the board, and among [00:04:00] this group, one person really stood out. He was a little bit older. He had a personality. He had a lot of experience and he had great self-confidence where all the other board members, who were very established in their own rights, all had respect for this one individual.
He was not the chairman of the board. He was just an outside independent board member. But what happened was through the process of time and just running board meetings, he tended to start taking more of a lead in meetings. He tended to take the lead in questioning board members and taking issue with different board members who weren’t contributing as much. They either came to meetings not prepared. They seem distracted in meetings. They weren’t actively participating in meetings, and he was bothered by this. These are high-performing individuals. This one individual is extremely high-performing and he came to me at one point, and he asked, what can we do about [00:05:00] this board? He said, “The company needs our leadership. The CEO needs assistance from us, and I feel like the board has stagnated, and we need to get more out of these board members.”
So, my role with the company really started much smaller. I was outside counsel. I was relatively new to the business as their outside counsel. I would sit through board meetings and I very much was a note taker taking minutes of the meetings and really speaking when spoken to and contributing only when they needed my contribution. This board member really encouraged me to get more involved. He said, “I know you’re not a voting board member, but we really value your point of view and I need your help in fixing this board.”
So, it was a situation where the CEO and chairman title was held by a single individual. It wasn’t split, which you’d see a little bit more of now than you did back then. So, we spoke about the possibility of taking the chairman [00:06:00] role away from the CEO and giving it to somebody else who would take more of a leadership role on the board. We ultimately decided not to do that, but to instead, appoint or seek to have the board appoint an independent lead director. That is something that we took to the full board. We socialized the topic with them. We talked through it and ultimately, the board did approve it.
The individual who was looking to have this role created wasn’t looking to be the lead director. But again, just because of his personality, his experience, the respect everybody had for him, everybody unanimously approved him as the lead director. He then came to me and said, “Okay, now we have to figure out how we’re going to actually cause change on this board,” and he asked me what I thought. I did some research, I saw some different things written about by different law firms and practitioners, and I eventually proposed to him that we [00:07:00] evaluate the individual board members, the committees of the board, the same way management and employees are often evaluated.
So, we created some questionnaires, again, where every board member evaluated all the other peer board members, where they evaluated the functionality of the board as a unit, and they evaluated the functionality of the committees and some of these questions were true and false. Some of them rank the following 1 through 5 with 1 being the the weakest of the lowest and 5 being the highest score, and some of the questions asked for written feedback.
Joe: First of all, I want to say, I think it’s terrific that a board member stepped up to try to institute a change that would improve the board. Why was it that he wasn’t either the chair or lead director given what sounds [00:08:00] like a pretty high-profile individual who might otherwise been the obvious choice for such a role?
Tom: Yeah, it’s a good question. I think at the beginning he joined the board at a time when the company was doing quite well. I think he grew into that role. He was busy being a full-time CEO of another business, and he was looking to be involved as a board member with unrelated companies. And I think as he left his CEO position, he became more engaged with some of these boards and when he saw that things weren’t functioning the way he was used to, he became frustrated with it.
High performers want to be surrounded by other high performers. High performers get dragged down by low performers, so he struggled with this for a while. And I think there was some sort of side chatter going on among some of the different board members which, frankly, isn’t very productive and helpful. I think his [00:09:00] view was we need to put these issues on the table and we need to address them, and if there are going to be weak players on this board, we need to do something about this.
Joe: How did the other board members react when he introduced the idea of having a process by which you’d evaluate each other?
Tom: At the time, I wasn’t surprised by it. The board was very supportive of it. They really deferred to this individual and had great respect for him. I will say that, subsequently, I did try a similar process with other boards, and it was never received well. So, this was really an isolated case where this individual really was trying to drive change. Other board members were also high-performing individuals, very successful in business, they probably had similar processes in their own companies, and they were not intimidated or threatened by a [00:10:00] process like this.
I feel like with some other companies I’ve worked with, there’s often stagnation on boards. Board members think they have lifetime appointments. It’s not true, but they feel like they do. And I think they don’t want to put those at risk. They think if they’re a little bit older and they’re not working anymore, maybe they enjoy telling their golfing buddies that they’re on a public company board or they enjoy the distraction of something to do. get out of the house and go to a board meeting four, five or six times a year, whatever it is. So, not all boards are welcoming change or buying into continuous improvement. This board did.
Joe: I would say most boards aren’t. They don’t want change. We talk a lot on this podcast about the fact that being a board member is a job. It’s not like going to play golf or playing basketball with your friends. It’s an actual job, and the reality is a lot of people don’t want their peers to [00:11:00] talk about how good a job they’re doing at their job. So, what you’re saying makes perfect sense that just by virtue of his stature, he was able to get this particular board to go through what turned out to be a pretty productive process, so kind of walk us through the process, if you would.
Tom: Yeah, absolutely. So, I was very involved with him in, again, in creating these forms and he had input as well, so I would propose different questions and we went back and forth. It was an iterative process until we arrived at final forms. And we agreed that, “Hey, these are our initial forms. We might change them going forward, depending on how well this process works or if there are different areas that we want to explore in this process.”
I then distributed the forms to each of the board members. I would ask that they provide their answers/their feedback to me and only me. I would then aggregate the responses and try to anonymize them to the extent that I could. I mean, it was a relatively small [00:12:00] board. It was seven members, maybe. It wasn’t 25 members so it’s not that hard to figure out who maybe made a comment about somebody.
I would try to strip out anything that seemed personal or potentially an emotional attack on somebody, and we would summarize these and then we would distribute them to each of the board members. So, each board member saw not only what people wrote about him or her, but they saw what was written about their fellow board members, and we then had a discussion, not about any individual, but we had a discussion about the process as a board and then separately, the lead director would have discussions with each board member, not only about problem areas, but about things that were going well, or maybe, ” Hey, you’ve been sitting on the audit committee, but you tend to have strong opinions with respect to compensation matters. Can we get you to consider joining the comp committee [00:13:00] as well?”
So, it wasn’t just dealing with issues. It was really just looking for overall improvement. The process did work quite well in dealing with issues. We’re dealing with a board of high performers. They don’t like being criticized or critiqued. So, to the extent there were suggestions for areas for improvement, it did in most cases result in that individual having a change of behavior.
It also led to the lead director having some conversations with some board members about, “Hey, you seem to not be coming to the meetings prepared. You’re not reviewing materials in advance. You don’t seem to be actively participating. You seem to be more reactive if somebody asks you a question. How can we get you more involved? Do you have the time to actually be a full functioning member of this board?”
And in a few cases that led to working some of [00:14:00] these people off of the board. It’s hard to kick people off of a public company board, but the process led to the individual reaching his own conclusion, for example, saying, “You’re right. I really don’t have time or I get the materials in advance and I just don’t have the opportunity to review them, and I am coming unprepared” and it led to us having some board members leave, and we would then go out and look for new board members to join.
Joe: Did the lead board member conduct these conversations one on one with each board member or were there others with him when he did it?
Tom: The conversations between the lead and each individual board member, they were private conversations.
Joe: And after all the conversations took place, was there some kind of conversation in the boardroom about what had taken place about the evaluation process or anything.
Tom: Yeah, there were conversations, but it was less about any one individual. It was more about the overall process, [00:15:00] and we wanted engagement and involvement, “What did you guys think about this process? Were the questionnaires too long? Were they too short? Were they too general in nature? How can we do a better job next time? Are there areas that you think we should explore?” And we did get feedback and we took it into consideration and making changes for the following year.
Joe: Did any of the board members express frustration or resistance to the idea of what had happened? Or were they pretty accepting of the process?
Tom: From what I saw, they were shockingly accepting of the process. Again, I tried this with other boards, and some boards shut me down when I finished my first sentence. Other boards said, “Sure, let’s try it,” but they never gave it a true shot. They felt threatened, I believe. This board, they bought into it. This was years ago. It was the first time I tried it, and it worked exceptionally well.
Joe: So, it raises the obvious [00:16:00] question for someone, especially who’s worked with a lot of boards and a lot of companies, why shouldn’t owners/stakeholders demand the same kind of diligence regarding their board as they do of their CEO? I mean, why shouldn’t that just be part of the normal practice? No company would say, “Oh, we can’t evaluate our CEO.” That’s too personal. It’s part of the culture. Why shouldn’t this be part of the culture?
Tom: I think you’re absolutely right, Joe. I think ultimately, when things are required, they will be done, but they are not necessarily done well. There are often new disclosure requirements. Either by the SEC or NASDAQ or whatever with respect to public companies and everybody complies. They do what they need to do, but are they really fully engaged in doing it properly?
This was a board that took this very seriously. This worked because people wanted it to [00:17:00] work. I don’t think anybody felt that they were the low performer, by the way. I think everybody thought that they were doing just fine or doing fine enough and that the process would help address other people. But I think it really did only works if there’s true buy in.
I can imagine another public company saying, “Okay, we need to evaluate each other. Let’s come up with some questions. We’ll get it done. We’ll check the box. We’ll throw it in the file. We’ll make a statement in our proxy statement that we complied with this.” It really takes somebody committed to this process.
Joe: What about the idea of bringing an outside consultant of some kind to implement this process? In other words, where maybe the lead director or if there’s a board chair doesn’t want to spend the time or doesn’t really want to put the evaluation together, or maybe lead counsel doesn’t, do you think that could be more effective because when an outsider comes in, maybe people pay attention or might [00:18:00] behave differently than if it’s all internal?
Tom: Oh, I could certainly see that happening. I think that is very appropriate for an outsider to do it. I think guys who have gone through business school, like they love their consultants, so why not have a consultant come in and run a session as opposed to a lawyer. So, fortunate for me, this board, while I started out as the guy at the end of the table taking notes so that I could ultimately draft minutes, they sort of empowered me over time, like no real power, but they said to me, “We want you engaged and involved in these conversations. We want to know your thoughts on whatever we’re talking about as a board. You don’t get to vote, but we want to hear your voice.”
I wouldn’t say that’s unusual. Some of my public company and private company boards do view their lawyers as value add members of the boardroom, even though we don’t have a vote, whereas others just want us commenting on legal matters, or maybe just sitting there taking notes.
Raza: Tom, switching a little bit. Earlier you alluded a tiny bit to [00:19:00] the comp committee. One of the most important job of a board is to determine executive compensation, and that is a little touchy subject, and maybe your thoughts on how you’ve seen this topic of executive compensation evolved in the boardroom
Tom: Yeah, that is a big topic. So, I’m going to respond but with less of a specific example, but more generally in what I’m seeing and what I’ve seen over the decades, there’s always conversation about how much the CEO makes or how much the CEO makes relative to the lowest paid person or rank-and-file person in the organization that always gets news-type attention. While it does, and the differential has grown exponentially over time, I think what’s happening is changes that are coming from pressure on boards is the [00:20:00] change that’s happening isn’t in the amount that people are making, it’s in the forms of compensation that they are receiving.
When I started my career back in the 90s as a lawyer, stock options was pretty much the form of equity compensation that management and employees, and frankly, even board members received. That has changed over time. There may be stock options, but stock options only have value if the company’s value increases over and above the exercise price. Now you see many, many companies issuing restricted stock, issuing RSUs, guaranteed bonuses, retention bonuses. You see carried interest in some cases, depending on the nature of the business, and you’re seeing compensation go up exponentially. It’s not coming down. It may be more performance based, [00:21:00] but I don’t know if it really is. In order for a stock option to be valuable, there has to be actual increases in stock value. RSUs are valuable even if the stock goes down.
Raza: Because you already got them. I think it really does speak to the board’s role in understanding what the leadership and especially the CEO plays as their role, and does one person actually make a difference? And we know that it really does. You could see the difference between an organization with one CEO versus the other, and I think that, ultimately, apart from the headline and the news thing, it really does boil down to the incentivizing and finding the right person, and that’s the board’s foremost job. Have you seen a little bit more impact of activist shareholders and them trying to get a say in that world, and how’s that trend shaping up?
Tom: I don’t really see it as much in my [00:22:00] clients, but just paying attention to the news and what’s happened over time, sure, activists do play a role. There are some guys out there who do cause change when they get involved with the company. Companies get scared. They know that these guys have a track record of making change happen. It’s change that these companies don’t necessarily want. But I think to the point you made earlier, there are people who are worth these huge compensation packages.
You can look back at the mid- or so 1980s when Apple fired Steve Jobs. Apple went… saying it went sideways for a couple decades is generous, it did worse than going sideways. And then Steve Jobs came back and we all know what happened at Apple.
The same may be true of Elon Musk, he is somebody who has created tremendous value at many companies, and I think many stockholders or investors would argue it’s [00:23:00] worth paying these guys incredible amounts of money or compensation for the value that they bring to the table.
Now, the Elon Musk matter, as we know, his compensation package, which was approved by his compensation committee, was then challenged in the Delaware courts, and the Delaware courts ruled against the comp package and against the decision of the comp committee. So, it’s somewhat of an interesting decision where a court is going to get involved and say that’s too much compensation to pay an individual.
Joe: What was the basis of the court’s decision to deny what the comp Musk ? Do you remember?
Tom: really don’t, Joe. I think it was just grossly excessive, which is why like the board shouldn’t get involved in
Raza: Not only the comp committee, the shareholder approved it. I think it gives a little bit of a meaning to the word activist as judged by a lot of companies now thinking of switching their incorporations from [00:24:00] Delaware to other states.
But Tom, one thing related to that is that we still as a board want to exercise independent judgment. The CEOs and the charismatic and the great founders does want to kind of control everything. How can boards try to exercise independence when it comes to executive compensation matters?
Tom: Well, I think at the end of the day, board members need to remember what their role is, and it’s not to preserve their job as a board member. Their role is to represent the shareholders and to make the right decisions on behalf of the company and those shareholders, especially the smaller shareholders who don’t have the ability to pick up the phone and talk to the CEO or reach out to board members.
So, I think board members have to be ready to effectively, quote, “get fired” in a sense or not be reelected, [00:25:00] and many people don’t like that, but I think ultimately shareholders have to do a better job. You’re asking about activist shareholders, but all shareholders get a vote.
If shareholders feel that a board is approving compensation or not holding people accountable for poor performance or whatever it is, then shareholders should vote for other board candidates. They should propose other or nominate other board candidates. There are processes that exist. I do acknowledge that they are difficult for a shareholder of 100 shares of a public company to make change happen, but ultimately you do have a vote. You can always sell your shares if you don’t like how things are going. But I do think ultimately it comes down to those board members to just do their jobs.
Raza: Well said. And in addition to all of that, sometimes, tactical things like appointing a strong lead director and having the comp committee be [00:26:00] composed of all independent directors and leveraging comp data prudently would also help a board exercise their responsibility of being deliberate and independent.
Tom: Yeah, absolutely. I know we’re speaking about public and private companies here, but with public companies, comp committees do have to be independent and you often do see public company boards and comp committees working with comp consultants and getting data and that sort of thing. I think we all know though, in the world of data, you can always find some data to support the position that you want, so you have to be a little bit careful of that.
I think ultimately the best functioning boards are the boards that don’t stagnate. It’s boards that don’t have all 65-year-old guys who come from the same industry. I’m not picking on you, Joe.
I think having diversity and board members, whatever that means, it means a lot of different things, but [00:27:00] different types of board members, having five, six, seven, eight guys, or women who all are the same in age, same industry, same area of focus, what’s the point?
I would think that a board should be made up of – you always want your industry people, you need your financial experts, guys who know the accounting rules and know how to read P&Ls and balance sheets and that sort of thing competently. Depending on the nature of the business, you might want marketing people on the board. You might not want, like I said, all 60-something-year-olds, you might want a 30-year-old. What a 60-something-year-olds really know about social media and marketing in that world? Maybe they do know something, but I’m just going to guess that a 30- or 40-year-old might be a little more tuned into something like that.
So, I think having different types of board members, different types of individuals on the board is a great way of thinking about board composition, but I also think that having new [00:28:00] blood on the board, let’s just say every couple of years, I don’t mean a full turnover of the board, but adding new board members, people from different backgrounds, somebody coming in from the outside who maybe has a different perspective, those things only make boards better.
Raza: That’s right, and I think the skills matrix construction and looking at it in the context of the evolving needs for the organization provides a really good tool to answer both the what diverse perspectives do we need in the boardroom and assigning roles on who would be better at what committee questions really helps you bring together a well-composed board.
Joe: One of the things you’ve touched on several times, and I couldn’t agree more, is that most board members don’t want to leave a board. You talked earlier about the evaluation process that ultimately allowed that particular board to refresh itself. I think we’ve talked a lot [00:29:00] about the fact that one of the biggest challenges to board effectiveness; public, private, non-profit, is how to offboard a board member when the time is right, so I refer to this as rough justice.
But one thing that some boards have done because they get so frustrated, they don’t have a lead director whose stature is such that he or she can really bring a board together around an evaluation. So, instead they say, “You’re off after X years with maybe some exceptions.” What do you think about term limits and other alternatives? Other than the kind of board evaluation or something like the board evaluation you discussed or term limits, is there anything in between those two things?
Tom: Now, that’s a really good question. And I guess I’d say I have mixed thoughts on it, Joe. Term limits for our elected officials, term limits for board members. There was obviously a lot of discussion over this last [00:30:00] presidential election of how old the two main candidates were, and some of the members of Congress how old they are.
I would ask how many people out there think Warren Buffett is too old to be running Berkshire Hathaway at this point. Most people are probably gonna say we want him in that role until the day he dies. Maybe even beyond that. We’re all aware of his age, he brings up his age, he brings up his succession planning, but nobody wants him to go a day earlier than he has to.
So, I don’t know if I love the idea of people being forced out, but I think there need to be real discussions about individuals if they’ve lost their fastball a little bit, whether it’s due to age or whatever it is. I haven’t had a client where there is a mandatory retirement age for a board member. I do know that they exist, but I haven’t had one yet. Well, you know what, I might have had one, but it was waived, because the board member was still highly functioning and still wanted on the board.
Joe: Classic. We [00:31:00] have an age limit, but you’re really good. We’re not going to apply it here. I mean, that means it’s not really an age limit. Yeah, I know it does kind of speak to, like I said, the rough justice of this. If it’s Warren Buffett that’s on your board, you don’t want to tell him to leave. If it’s someone that is just not bringing it or whose specific value is no longer as relevant as it might’ve been when he or she joined the board, it’s a whole different thing.
Tom: Yeah. And coming back to sort of the evaluation process that we at least in one case where with one company ran successfully, it’s sort of like dealing with employees as well. If there’s an underperforming employee, you hope to improve the situation through an evaluation process over time. It’s never good to approach that employee and say, “Hey, you know what, we’re really underwhelmed with some of your performance. Today’s your last day.” That’s not best practice. Best practice is to try to improve that person, rehabilitate him or her, and turn him into [00:32:00] a higher functioning employee.
There really shouldn’t be surprises, and that’s why the evaluation process at the board level works so well. To what you said a short while ago, if it works with employees and management, why not have a similar evaluation process at the board?
Raza: You’ve been the legal counsel, and in many boardrooms, with that role, what is the highest and best legal counsel role that they play inside the boardroom?
Tom: Oh, very good question. I think the answer is it depends. It depends on the company and it depends on what they want from us. I once had a partner in a law firm who said I’m going to get this a little wrong, but he said, “Some days I’m a firefighter. Some days I’m a grave digger. Some days he’s a pencil pusher,” and I forgot what the other ones were. But in other words, like the role of a corporate lawyer really is dependent on what the needs of the company are.
Even with that board I described [00:33:00] earlier, I was sort of the younger guy sitting in the boardroom initially taking notes, taking minutes, speaking when spoken to, and that role, even within that one company, evolved over time. I have other clients where I don’t speak with the board members very often. Occasionally, I will get a call. I get a very specific question. I’ll answer the question. We’ll have a conversation. But they don’t invite me to their board meetings. So, it really is company dependent in terms of what they want from their lawyers.
Raza: And that does totally make sense. That is, I think, the best role which is, I guess, the Swiss army knife, but providing the support that the business and the board needs.
Joe: Tom, it’s been great speaking with you. Thank you so much for joining us today on On Boards.
Tom: Thank you, Joe. Thanks, Raza.
Joe: And thank you all for listening to On Boards with our guest, Tom Rosedale.[00:34:00]
Raza: Please visit our website at OnBoardsPodcast.com. That’s OnBoardsPodcast.com. We’d love to hear your comments, suggestions, and feedback. If you’re not already a subscriber, please be sure to subscribe at Apple Podcasts, Spotify, or wherever you get your podcasts and remember to leave us a five-star review.
Joe: And we hope you’ll tune in for the next episode of On Boards. Thanks.