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 or organization; 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 guest, we want to thank the law firm of Nutter McClennen & Fish, who are again supporting our On Boards Summit this year taking place on October 20 in their beautiful conference center in the Boston Seaport. Nutter has been an [00:01:00] incredible partner with us in every way. We appreciate all they’ve done to support this podcast.

Our guest today is Suzanne Brown. Suzanne is the director of NYSE Board Services, a resource dedicated to connecting highly-qualified board candidates with New York Stock Exchange-listed companies.

Raza: She partners closely with CEOs and board directors to enhance governance practices and strengthen board leadership. Suzanne leads an extensive network of over a thousand CEO-vetted candidates facilitating strategic matches between talented individuals and companies in need of fresh board perspectives.

Joe: Welcome, Suzanne. It’s great having you today as our guest.

Suzanne: Thanks, Joe and Raza. I’m thrilled to be a part of the podcast.

Joe: So, let’s start out with a little background, the road that you took to get [00:02:00] to this spot is a little unusual. So, just tell us a little bit about it and then we can go from there.

Suzanne: Thanks, Joe. I really have had a non-linear pathway to this job. Like you, I started out as an attorney, which I think is really great training, it teaches you to think, it teaches you to diagnose when you walk into organizations, so I think it’s a really great training. But I don’t think even that training could have prepared me for this job here. When I look back on my career, it’s really very much about particularly working for mission-based programs, programs that make a difference, setting that vision, operationalizing it, and that’s really how I got to this position. Started as a lawyer and then definitely worked in the nonprofit and the for-profit field, kind of back and forth, for different careers.

Joe: How do you think the experiences you had prior to this prepared you for the current role?

Suzanne: I think because I’ve had so many different roles, I’m really able to come in and take a look at a program or whatever I’m being tasked with, even though I don’t necessarily have subject matter expertise, I can figure it out. I can see like a path [00:03:00] forward and be able to set that vision and then be able to operationalize that. I think it’s just a really good skillset. 

And you’re right, I don’t have a background in board placement, but what I do have a background is this coming in and figuring out what are the key levers I need to pull to get this program started, and then also when I came in, particularly this program, I was really able to take a look around and be like, “What is the value add that we have? How are we different? And how are we going to leverage that?”

And so for this program, for the NYSE Board Services, which really is super unique, is the NYSE brand and the relationships that we have is a real value add. And I can go into that further, but I think being able to come in and see what differentiates the program and then how to be able to capitalize on that, I’ve been able to do that through different things. 

If you look at my career, again, as a lawyer, I did fundraising for nonprofits and then also just led marketing, so understanding how to reach out and how to brand things, and then also leading organizations myself, just having that understanding, particularly for boards, I’ve always been [00:04:00] around boards given what I’ve done, even though there’ve been mostly nonprofits, really understanding what it takes to be in the boardroom and understanding kind of the unique skill sets needed for that as well.

So, I was able to understand that because I ran a board, but also then be able to again operationalize pretty much a new program.

Raza: Suzanne, that is an incredible and non-linear background that got you to NYSE Board Services. Talk about what is NYSE Board Services, and you had mentioned that there are three components to it, and how do those three components work together?

Suzanne: Yeah, NYSE Board Services was started in 2019. We just kept hearing from our list of companies that they couldn’t find access to really great talent for their boards, so we looked around. NYSE is so great at connecting people to opportunity. Really, there’s no other institution quite like the NYSE in terms of everybody comes through, yes, commerce and business people, but also politicians and academics and sports stars. And so that we get this really, I call it my privileged [00:05:00] perch, but this really interesting intersection of so many different careers and different types of organizations come through. So, we have this really great ability to connect people to opportunity because we have these very strong relationships with our companies and all these different organizations. 

When we heard that people couldn’t find access to great talent, we realized that the talent was there. Again, because we have these relationships that it really wasn’t a talent issue, it was a connection issue, and who better than the NYSE to make those connections. And so back in 2019, we decided that we would be this resource primarily for our listed companies, so we have 2,400 of some of the most historic companies out there as our listed companies. 

Then in classic NYSE fashion, before we started this program, we said, “Hey, listen, we want to do this the right way.” So, we pulled together a council and a council have made of some of the Fortune 500’s most famous CEOs from at the time, Ken Frazier, Enrique Lores. It’s a council. It’s on our website. They’re still involved with us, and so we brought [00:06:00] them together and said, “Hey, we’re thinking of doing this program where we’re this trusted resource to put board members on. But we recognize that how boards are found often is who do you know, who do you know, who do you know, so how can we get around that? How can we be successful so that when we send a slate of candidates to a list of company or to a board chair or CEO, they feel that that quality is really high?”

So, this council, which we still have now, they did two key things. The first thing they came up with, what I call is our secret sauce or our defining feature, that again, when I came in, I was like this is unique, is they said, “Listen, because of who you know, who you know, who do you know, you must have some type of factor that says that this person is board ready when you send that candidate out to a company.”

And so our defining feature, our secret sauce, is that any candidate in our network has to be CEO vetted, and that means that a CEO of a listed company just has to personally vouch and stand for that person. [00:07:00] So, I personally can’t nominate somebody to be part of this network that we have that’s now grown to over a thousand candidates, but a CEO of a listed company can, and that just simply means that the CEO of a listed company, any of them, has to personally email me and nominate them. 

On the flip side of that is when I send a slate of candidates out, and I average two a week for our list of companies, I put the name of that CEO out there onto that slate of candidates, so I attach the name of the CEO that nominated that candidate, because that gets around that who you know, who you know, who you know, often in the industry is those CEOs know each other, so they’re like, “Oh, so and so from this company nominated, I’m going to reach out and say, ‘Why did you nominate this candidate?'”

And frankly, who better than a CEO to know if someone’s board ready? So, again, I can’t nominate somebody in here, so our pool, while it grows slowly and organically, it’s a very highly concentrated one that only CEOs allow them to come in. 

Raza: It is such an incredible hack, if I may call it, because I think human nature stays and you do [00:08:00] want to who do you know, not because of any other thing other than because you know that that person is experienced and expert. And that this allows you to extend that logic to a broader pool of really qualified candidates.

Joe: Well, plus, if someone’s putting his or her name next to a candidate and they know it’s going to go to a lot of their fellow CEOs and the companies, they’re going to be sure that they can stand behind that candidate. They’re not going just nominate someone because they’re a friend because they’ll look bad. So, the credibility factor works on more than one level.

Suzanne: That’s right. And in fact, I’ve got inundated with requests, and I’m like go find a CEO and I would say a fairly small percentage actually get a CEO to do that because I think CEOs understand what takes into the boardroom. You’re right, their reputation is also going to be right there with it, and I think they take it very, very seriously.

I think, again, that’s like our secret sauce, [00:09:00] but the second thing this council did, just going back to my initial point, this council that’s part of the NYSE Board Services, is at the time, again, just going back to 2019, they opened up their personal and professional Rolodex and seeded our candidate network. 

NYSE Board Services has three key things. So, it has this council, which by the way still exists and meets twice a year and still guides us on how to move forward, and we refresh it regularly. Some CEOs have retired just naturally, organically, and some that just also want to be a part of it, just to help make sure that boards are getting some of the best talent out there. 

So, at the time, about 2019, I think we had around 200 candidates. I myself came in 2022, just kind of at the close of the pandemic and we’ve now grown to just about 1,100 candidates. So, the second part of my three Cs, of the program, so it’s a council, candidates, and then our company. So the council again, about 24 CEOs give or take every year, but we refresh that. Our candidates, we’ve grown that now to 1,100 [00:10:00] and frankly, we needed that much because given the volume of board searches that I do every single day, one day I’m doing something in the EV space, something in the tech space, and then sometimes I’m doing an industrial or a waste management or a utility. So, we need a kind of that volume but high quality to be able to make sure that we meet that demand. 

Then the last C is our companies, 2,400 of some of the most storied companies out there. We have trusted relationships with them, and so when I came in, what’s really interesting about this program, which is a value add, is not only all of our candidates CEO vetted, but we also have access to demand in that we have these strong relationships. I think there’s a lot of organizations out there that you can be a part of, but no one’s going to them for their board searches, whereas given our longstanding relationships with some of our companies, some of our companies have been listed for over 200 years and we have this longstanding relationship with them. We’re a trusted resources. It’s natural extension for them to come to look for [00:11:00] us, given that we talked about the quality of the candidates, for a very delicate search, which is their board searches.

Joe: So, to date, you’ve placed about 50 board members on various companies.

Suzanne: That’s right.

Joe: Do you expect the pace to increase over the next few years?

Suzanne: So, I think we’re in a really good spot. First, we’ve had great success, and one of the reasons we have that is honestly not only the relationships with our companies and continuing to grow those, but we get to know our candidates really well. When a candidate comes on, we do a personalized onboarding.

We’ve built a bespoke portal, we call it, for our candidates that they all have access to, and so in that we take notes. I often meet them in person. We get to know their background. It’s a very high touch process, both from when a CEO or a nom and gov chair or a GC calls me to the process where we know our candidates.

So, I’ll give you an example. Yesterday I was talking with a founder CEO of a listed company, and he needs a very specific skillset. Just off the top of my head, I could name four or [00:12:00] five people in our candidate database that I thought might be a good fit. And so, again, yes, so highly touch, highly personal, both on understanding our candidates and then understanding our companies.

And three years in, I’ve really started to get very close relationships with some of the nom and govs, they’re coming back two, three times for board searches, and so as they trust us more, more and more companies come to us for this because again, the quality of our candidates. 

So, last year I averaged two board searches a year. I did 126 board searches. We average around 10 board placements a year or more, depending. Every year is slightly different, a total of over 50. I’ve had several already this year, and so again, I think we’re positioned, given that we have the portal that’s very, very tech savvy. We built it from scratch with my specifications. We’re overlaying AI onto it to make sure our searches are even and more comprehensive. And then again, just given our kind of our high touch process, I think, as more companies, we have success with [00:13:00] them, they’re going to come to us again because it’s a free service.

So, it’s free for the companies to come for us, and it’s free for our candidates to be a part of it. We don’t charge for this. If you’re a part of our listed community and you’re part of this huge community that we have here at the NYSE, this is just part of that service, of being part of our community, so it’s hard to beat that kind of service and the cost, which is nothing.

Raza: Yeah, Suzanne. I think not only that it really provides a differentiation to the NYSE clients, I must commend you guys for figuring out a virtuous cycle or a flywheel where companies’ candidates and that council feed each other and create a positive loop for more perspectives on the board and more board placements for candidates. That is incredible. You mentioned the process a little bit. So, how does this work? Once you get nominated directly by NYSE listed company CEO, what happens next?

Suzanne: So, from the [00:14:00] candidate perspective, we send out a welcome and we give them access to this closed portal that we have, and then we reach out and we onboard them. So, on the portal, they get to put in a photo, their skill sets, their industry (because that’s what we are going to send out to the companies), a value add statement. They upload a board bio if they have one. If they don’t, part of what we do is educate our candidates, and I’ll get to that in a second. 

We’ll have samples for them if they need help with that. And then myself or my team members, although often it’s me, we will personally onboard them with a sort of questions and get to understand their background. We take notes that’s on the portal so that we can come back when we do a search and say, “Hey, this is why this person would be great.” 

For our candidates, we offer education. So, yesterday, I did a webinar on board trends and practices for them. We’ve done one on succession planning. We’ve done one on activists. We do an in-person as well, which is very popular. Our building here can only have 200 people in terms of spaces, but they always sell out, not that we charge them, but they always are very popular. This group loves to get together. We [00:15:00] try to educate them on governance practices, best practices. A lot of our candidates are first time board members, they’re looking for it. But then again, I meet the market where it is, so some of our candidates do have experiences. 

Joe: Did you say that a lot of your candidates are first time candidate? First time board

members? 

Suzanne: First time board members, a lot. In fact, several of the placements this year have been first time board members. I’m always really proud of that because it’s hard to get that first board, and so we advocate for them in terms of getting them on that board. So, they’re often C-suite executives from our listed companies that either have just retired or thinking of that next step. 

And again, this is where that relationship, that NYSE has, these strong, longstanding, decades-long relationships, we start to get to know our companies really well. And as we socialize this program to them, a lot of them have wanted to be part of it. But then I also have CEOs who have used the program successfully, who nominate people on their board for it as well.

I’m working on a board search right now where we’re putting in a board chair of one of our listed companies. [00:16:00] That’s delicate. You have to have somebody who has experience on public boards for that, particularly for this company. So, we have to have that really interesting mix of industry skillset, C-suite, others tech, but also some who have kind of that experience of sitting on a public board and understand kind of what that means to meet the demands of our companies.

Raza: Well, Suzanne, you mentioned that you have this unique perch and the unique perspective that is really, really hard to beat. What are you seeing in terms of the needs of the board? What are boards asking for these days? Maybe if I make a guess, are they asking for AI skills more? What are the type of skills that companies and large organizations need these days from your vantage point?

Suzanne: Last year I did 126 board searches, and the year before, similar. So, I think it gives me this very unique perspective that is actually quite valuable. I think when you are a CEO or in a board, maybe one or two boards. But I get this really valuable kind of [00:17:00] perspective on where a board is and what are they’re doing.

In fact, when it came in 2022, the board searches there were very different than they became in ’23 and ’24. I had a lot of requests for supply chain, which I think we’re going to start to see again. Because we were just coming out of snarled supply chains post pandemic. But I also had, believe it or not, a lot of Bitcoin requests, which was really interesting, and I’m curious to see if that’s going to pick back up. 

So, I do see those trends and I actually love sharing that information with any CEO, like, “Here’s where other boards are going.” Again, because I think sometimes you would have a very narrow view, and that’s, again, something I also do is I will work with them on strengthening their governance as well, because these are very, I would say, nuanced conversations you have when you fill board seats, so I get to talk to them about trends, what I’m seeing, what I’m not seeing.

In terms of last year, it was actually a very much a pendulum swift back, as far as I saw, towards more I’d say very traditional board searches, and, and I’m not the only one that saw that trend. I think there’s a very small few of us that sit in this space and they saw the same thing. It was definitely a [00:18:00] pendulum swift back towards CEO, CFO, kind of more of the traditional searches. 

So, far this year, I’m not seeing that. In terms of boards, you have to put it in perspective that the average age of a board member is 64. Chair is probably a little bit older than that. I don’t get as many request as I thought I would on AI. What I’m seeing from my boards and what I hear from them is that they’re taking a wait-and-see approach. So, instead of, and this is not my word, this is the word I often hear, is burn a board seat on someone with that type of specific skillset. They’re waiting and educating the entire board.

Raza: I think that actually makes a lot of sense because it’s shouldn’t be, “Oh, we need an AI expert,” and then for everything AI, everybody looks to that person and instead, I think it might actually be a better approach to get the whole board educated on the topic.

Joe: Yeah, but if the average age is 64, you probably want to [00:19:00] go a little younger to get people that may know what AI is. And I’m obviously being slightly sarcastic, but I think if the average age is that high, it must be helpful to create more diversity of perspective outside the baby boomer generation. 

Suzanne: I agree. But boards have their own culture in terms of that. They’ve all gotten there because of a certain pathway and I think that they kind of think that way as well. But I do think the disruption might change that. But interestingly, it’s still a huge issue, don’t get me wrong, cybersecurity, I actually thought I’d see more for that as well, but actually very few boards have just that expertise of cyber on there either. I think boards still really kind of default to like let’s have a generalist, either that CEO/CFO perspective as opposed to going really narrow and deep into one issue.

I think Raza you were saying like they don’t want to rely on one person. I don’t know how that’s going to play out with another disruption coming this way. But interesting stat from my webinar yesterday, 83% [00:20:00] of leaders think that their board and management don’t have the right skill sets to address AI. 

We did a program with board intelligence that had done this really interesting program with NACD, and that was one of the stats that came out of that. I think it’s really interesting and another stat was 74% of companies are not seeing the ROI on AI, so what does that mean too, from the boardroom? 

I think that’s just going to be a wait and see. But the fact that the vast majority don’t think they have the right skillset is a really interesting one. What’s that going to look like going forward as the pace of change continues.

Joe: So, one thing that you said when we talked earlier was that board tenure is increasing but the tenure for CEOs is decreasing. Why those trends?

Suzanne: The average trend for US, because US is not kind of like the EU, adopted a lot of term limits and/or age limits. Some have, don’t get me wrong, but we’re a little behind on that, so average tenure for a board is eight to 10 years, and increasing. Turnover rate has actually gone down in the last few [00:21:00] years. But the CEO tenureship has gone way down. And in fact, last year it was at 4.8 years, which is one of the lowest ever. 

Joe: Under five years?

Suzanne: Under five years, but I mean, you can’t open up a paper now and not see somebody.

Joe: But that kind of makes you stop and think five years is not a long time to have a job.

Suzanne: No. And in fact, some of the stats always talk about there that seven years is where a CEO really start to have incredible impact. Not that they don’t have the beforehand, but there’s something about tenureship in that role, which I think is the same true for board members. So, where the continuity is really coming in is on the board, because they’re the ones that are having the deeper relationships, that continuity in that organization. 

I think there’s a double-edged sword to that because 67% of activists, the first thing they look at is board tenureship and what they’ll look at is after nine to 10 years, in their view, is that board member independent. 

Joe: So, that attracts their attention.

Suzanne: One is board tenureship. So, if you’ve had a board member there 20 years, or [00:22:00] even again over nine to 10 years, that’s what their perspective is, is that person still independent. I think the boards have to take a real hard look at that. 

Also, just given the pace of change, should they be having these changes a little bit more frequently. And I think too, part of what I do, about 15% of my board searches are with pre-IPO companies, and I actually really enjoy that. I love talking to a young CEO or CFO of a company that’s about to IPO and walking them through best practices.

What I always say to them is, “You know, one thing you should consider just from the get go is putting in kind of these succession planning for the board, so that when somebody comes in, you don’t have to have that hard conversation 15 years from now, you just have a conversation, ‘Hey, you get three three-year terms and/or let’s say age 72 that you’re out.” And so that everybody knows and can plan accordingly for all that time, and so I feel like I love being able to coach a young CEO on that and say like, “These are just best practices that are good to have from the get go, because then it doesn’t become personal.”

Joe: That is a great piece of advice because [00:23:00] if you plant the seed at the beginning, as you said, that conversation that you’re inevitably going to have with a number of board members is not as difficult. It just isn’t.

Suzanne: It doesn’t become personal or it’s engaged thing. It just becomes, “Hey, this is our policy. You’ve done a great job. Let’s get that next person in here who’s going to do a great job like you.” And if everybody comes in with that expectation, I just think it’s a really healthy way for boards to stay fresh, get new perspectives, drive innovation,

Joe: Amen. 

Suzanne: and then ultimately maximize shareholder value.

Joe: Absolutely.

Raza: Suzanne, the point that you brought about pre-IPO companies, does that also kind of reflects where the governance market is headed? Companies are staying private longer, the number of publicly traded companies over time is going down and it sounds like that is a great way to get them into the pipeline.

And it’s yet another differentiated service for NYSE to [00:24:00] offer board services.

Suzanne: Yeah, that’s right. I mean, I think it’s a real value add when you are a young CEO who’s been building and scaling a company. That’s been your whole focus to have that resource here at the NYSE on board governance best practices, and then also access to this incredible pool of talent because if you’ve been heads down, you might not have, and then again, this very bespoke service where we can say, “Well, what is going to be your needs going forward?”

Because it’s very different when you hit the public markets, that cadence that comes in, that discipline that comes in of the reporting, the regulatory, the SEC scrutiny, talking to investors on quarterly calls, what does that look like and what skill sets can we talk about?

I love being able to coach that and say, “Here’s some best practices. Here’s some people to think of. I think they always think, ‘Hey, I have to have a CEO.” And by the way, I think that’s actually a great thing to help the young CEO. But are there some other skill sets that maybe you’re going to want in that boardroom as you grow and scale and hit the public markets. I love giving them options that they just hadn’t thought of before and so actually one [00:25:00] of my favorite parts of the job is to do that.

Raza: Suzanne, this education component for board members and prospective board members that NYSE Board Services provided, talk a little bit more about that. In fact, now that I recall where I met you first was one such event for education and in fact, to tie it to your non-linear path, it was about the non-linear pathways to being board members. So, talk a little bit about the education component of NYSE Board Services.

Suzanne: Part of what we do is really to make sure that our candidates, again some of them are first time but some of them are veteran, are aware of trends up, understand what it’s like to be in the boardroom, because it’s such a unique culture in the boardroom and some of them have not had that experience, so education is key component for this program. 

In addition to offering webinars on certain select topics, succession planning and things like that, we also offer an in-person one where we bring in panels of experienced board members. So, this past year we had Kathy [00:26:00] Sweet, the WNBA Commissioner come in and talk about her pathway. She’s on the board of McDonald’s, talk about that. 

In previous years, we’ve had people come in talk just globally/ it was actually quite prescient about the the macro global trends in the world and how supply chain was going to be continuing. So, we’ll talk about that just, again, because these are issues that they’re going to be grappling with in the boardroom.

We do all sorts of different programming for them again, so that when they do make it to the boardroom, that they’re actually going to have impact really quickly. They’re going to understand that culture. A webinar we did yesterday was gave them an actually a 90-day checklist on here are the things you can do in the first 90 days around impact, innovation, listening, like all this different checklists that they could do, again, to accelerate their learning and then their impact once they are in the boardroom. 

So, we take that really seriously and I’m always looking for new and fresh and innovative ideas to make sure that they’re getting the kind of the cutting edge information on board governance

Joe: So, looking ahead, what do you [00:27:00] hope NYSE Board Services looks like in the next five to 10 years?

Suzanne: Well, my vision is that every nom and gov of an NYSE-listed company says call me. That’s what I want. I want everyone to say, “Hey, we went around the room and our next step is to call NYSE Board Services and to say to them, “|Here’s our needs”, and we have a quick turnaround, two weeks and so that they take a look and say, “Hey, this is a really great pool that we didn’t know was out there, and we’re going to explore that.”

Because once they use us, they tend to come back because of the quality of our candidates and our success rate and how we get to know them and then again, the relationship we’re building with them, with either within the board or the C-suite in terms of having that trusted relationship, so that is ultimately my goal.

Joe: Well, clearly, it’s a great goal because it means that boards are likely to be stronger and better composed to drive the success of their companies so that is terrific. Suzanne, it’s [00:28:00] been great speaking with you today. Thank you so much for joining us.

Suzanne: Thank you for having me. 

Joe: And thank you all for listening to On Boards with our special guest, Suzanne Brown.

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 to Apple Podcast, Spotify, or wherever you get your podcast and remember to leave us a five-star review.

Joe: And please tune in for the next episode of On Boards. Thanks.