As boards compete to recruit highly sought-after diverse directors with a particular set of skills – such as technology and cyber-security expertise, for example – consultants are prompting boards to revisit some aspects of their compensation plans and to consider educational opportunities that could help their boards stand out to desirable candidates.
Generally, board compensation and attendance at global conferences aren’t the primary drivers that compel executives with data analytics or cyber-security experience to join boards, consultants say. However, on the margins, boards can optimize their recruiting efforts by making sure comp plans take into account the interests of younger, active executives and that onboarding and educational opportunities allow curious and intelligent but less seasoned board members to get a feel for an entirely different business or industry than the one they’re in.
“There is an element of board shopping that goes on,” says Hugh Shields, an executive coach who also works with board members at consulting firm Shields Meneley Partners.
Active executives, particularly those whose skill sets are highly coveted by boards, know they have “one shot” at an outside board seat, Shields says, so they try to find the best position they can. Executives will announce to colleagues and advisors that they’re interested in joining boards, visit the board practices divisions of search firms to get to know recruiters, and conduct their own networking to let board members know they’re looking for a seat, he says.
“There’s much more competition,” says Shields.
And while many aspiring directors are working hard to make themselves known to boards, it appears that many companies are creating similar wish lists for new board members, putting a premium on certain skill sets.
Among the 462 new directors who joined Fortune 500 boards in the past year, 55% were active executives and 42% had digital and social media or cyber-security expertise, according to a Heidrick & Struggles report.
A survey of 113 nominating and governance committee members conducted by Spencer Stuart found that the most high-priority recruiting profiles currently include women board candidates with technology experience. In three years, the profiles will also include minority candidates with digital and social media expertise, the survey found. Those skills will surpass financial and operational expertise, according to the results.
Therefore, many boards may be attempting to lure a lot of the same executives in the coming years, and the quest for board talent will grow increasingly heated. For some boards that have had recruiting challenges, directors may want to consider modifying their approaches.
Don Delves, managing director in executive compensation and practice leader for North America at Willis Towers Watson, points out that he sees a generational shift taking place as boards are recruiting more diverse directors. New board members, whom he calls “the human capital generation,” are more interested in workforces and question how people are valued by companies and the way organizations create shareholder and societal value. They also want to clearly understand what might be fascinating about a company and could interest them, he adds.
“They don’t hesitate to ask about the whole employee population and the whole pipeline of people moving through the company,” says Delves. Directors are asking, “Do you have the right people in the right places doing the right job?” he says. “That’s clearly a change that’s happening.”
Another Look at Equity
Directors aren’t primarily motivated by their compensation, and boards would be ill-advised to recruit a new member who was interested in a board seat simply for the money, says Dan Laddin, a founding partner at Compensation Advisory Partners (CAP). Most new directors are motivated to join a board if they believe they have the ability to contribute to the company they would be overseeing, and whether the work would be interesting to them.
Beyond those two screens, however, potential director candidates do want to understand how they will be compensated for their time, Laddin says. He notes that some of the active executives will be at different life stages than more traditional board members, with younger family situations, mortgages, school loans or children in college. Given that boards are attracting directors from a much broader pool of talent these days, board compensation becomes more meaningful than if the board were recruiting a former CEO, says Laddin. As boards diversify, they’re looking for a diversity of backgrounds in terms of career, which might also mean differences in wealth.
“The market for talent is highly competitive and companies can choose to compete or fall behind,” says Matt Vnuk, a principal at CAP. “One way to effectively compete for talent is through differentiation in compensation.”
A new director compensation report from CAP suggests that boards may want to revisit provisions allowing for initial equity awards to new directors. Initial equity awards have trended downward in recent years, but they could appeal to directors who are considering multiple invitations to join boards.
Among the 100 largest companies, 13 currently provide initial equity awards with a median value of $175,000, according to data from CAP. Vesting varies by company, CAP finds, with immediate or one-year vesting the most common schedule. An equity award upon election or appointment to the board can differentiate a director pay program in a way that ramps up new directors’ alignment with shareholders, Vnuk says.
“An initial award can make a lot of sense in attracting a candidate to your company versus another company,” Laddin says.
In addition, stock ownership guidelines, which have tended to grow more stringent as boards have adopted hold-until-retirement or hold-until-after-retirement requirements, could also be revisited, CAP suggests in its report. Directors could be required to hold stock until their holdings are equivalent to a five-times multiple of the annual cash retainer, for instance, rather than holding stock until they leave the board.
If a director joins a board and is paid half in cash and half in equity and is required to hold the equity until they leave the board, that means they’re only earning roughly 25% of their total compensation because they’ll be required to pay taxes on the cash compensation, points out Laddin. Having access to the other portion of their board compensation could be valuable to an actively employed board member who is at an earlier stage of their life and career, he says.
“If you can use compensation in a way to differentiate yourself in the recruiting process in away that remains very responsible, that’s certainly a plus,” says Vnuk.
In addition, other issues to consider include onboarding and director education opportunities, says Delves. Once pay is competitive, it may not make a difference to some executives, he notes.
However, if a board can emphasize the importance of the job and provide opportunities to take in-depth corporate governance courses at top universities, a membership with the National Association of Corporate Directors or a subscription to board-director-focused publications, for example, an active executive could be interested in the opportunity to dive headfirst into learning about corporate governance.
In addition, Delves says that director orientation programs should be organized to allow executives the chance to visit company headquarters and offsite plants and locations and talk with executives and learn everything they can to immerse themselves in the company they’ll be overseeing.
In addition, boards benefit when directors bring broader perspectives into the boardroom, he says. Attending conferences or traveling to the Aspen Institute or the World Economic Forum in Davos, Switzerland, helps board members stay on the cutting edge while also bringing ideas back to the boardroom. Depending on the amount of time a director has and the board budget for education, one conference or event per new director could provide an interesting education component to board membership.
“Some of them are already making a lot of money,” says Delves. “What can you do to make it interesting and a whole fascinating adventure for them to take on that’s different from their daily lives?”