The call was from a well-known executive search firm, after final exams were over at Penn in May. The caller revealed little, other than the fact that my name had been mentioned as a possible Board member of a large publicly-traded firm in the insurance field. Would I be interested in moving the process a step further? With interest, I replied in the affirmative, depending on the company and what the time demands were anticipated to be. After all, exams were graded and the summer stretched out ahead.
Several days later, the CEO of a major insurance brokerage firm invited me to New York for further discussion. On scheduling the meeting, I immediately turned to intensive research on the firm - searching Lexis/Nexis and the web, analyzing the company's past several annual reports - with special attention to the footnotes! - and contacting colleagues who knew the industry and the other members of the Board. Since I teach insurance, I had a reasonably good idea of the burning issues facing the industry, as well as some of the upcoming challenges. But it became much more intense when the health of the company (not to mention my own legal liability) would be at stake!
The main queries I asked myself prior to our initial meeting was what contribution I could make to the firm, and whether joining the Board would impose any limits on my research and teaching agenda. Doubts were soon dispelled, since the company had long had a tradition of an academic on its Board, to add a dispassionate and forward-looking perspective to ongoing discussions. Indeed, my academic precursor had reached the mandatory Board retirement age, but he remained active in Board matters and soon became a trusted friend and colleague. The fact that I had written widely and expressed myself publicly on a range of private and public insurance issues did not appear to concern the corporate managers, nor the other Board members with whom I met. The prospects for the company were also positive: the CEO had done an excellent job of reversing some problems experienced prior to his arrival several years beforehand, and the strong Board was supportive of his efforts. Another issue I also became sensitive to, after talking with other faculty involved with corporate management, was that the key to an effective Board is whether a cooperative working relationship is established between inside and outside members. On this front I was soon satisfied.
Around the time of the shareholder meeting at which I was elected to the Board formally, I had the opportunity to participate in the Wharton/SpencerStuart Director's Institute. This is a valuable, and intense, three-day seminar for people joining or forming a corporate board. The session emphasizes hands-on experience, achieved by immersing participants in a hypothetical - but quite practical - case study. Its realism was driven home when I received the stack of required reading the night before the session began - it weighed about 15 pounds! The plot we faced on this case study unfolded as we "attended" a Board meeting of MegaMicro Inc., a fictional global company of $2.5B in sales. The previous Board had acquired a large process-control firm, leaving it to us to merge (and downsize) the new Board, to handle an industrial accident at a plant first "reported" by CNN in real time during the meeting, to respond to a negative report by a financial analyst, and to structure the CEO's compensation and succession plan. Roles were played by experienced corporate CEOs and Board members in a simulated Board meeting along with sessions of the Audit, Compensation, and Nominations committees. After each session, participants offered fascinating critiques and commentary on decisions made and processes for coming to decisions.
Moving from the classroom to reality afforded me a crash course in a wide range of new issues - somewhat more time-consuming than anticipated, for sure, but much more engrossing. In the first few months, we examined and made several new acquisitions after intensive study and a detailed analysis of a wide range of issues. Then, around the end of the year, another company approached us with a purchase offer, one we eventually voted to accept. The winter holiday was consumed by meetings, conference calls, and additional reading as the process of due diligence went forward. Casts of hundreds were involved, from lawyers to accountants to financial analysts. Eventually, it became clear that the shareholders' interests would be best served by the sale, so the signatures were applied to the final document, and the Board I had just joined came to its necessary end. It all happened rather quickly, sooner than I had anticipated, but undoubtedly at the right time for those in whose interest we acted.
What lessons did this academic economist take from an admittedly short but intense time on a corporate Board? First, there is a tremendous amount of work involved, particularly in a merger situation. Second, it is an exhilarating experience, one rich in stories for future generations of MBA students. Third, it prompted me to study the Wall Street Journal with an entirely new urgency! Fourth, it gave me an opportunity to "market test" ideas about executive compensation, pension design, insurance regulation, and global expansion, ideas that economists too often discuss only in the classroom. Finally, it introduced me to a creative, talented, and responsible set of colleagues who had strong opinions, argued them effectively, and came to a consensus collaboratively. It was simply fascinating.
A question I am sometimes asked is "how do I join a corporate Board?" The answer is that it is essential that you be recognized as a "player" in your field, with the ability to communicate with a wide range of people in government, business, and academia. It doesn't hurt to serve with nonprofit organizations; for instance, many former CSWEP Board members sit on corporate Boards. It also helps to be knowledgeable about and interested in the core business of the firm and in learning more about how it functions. But most crucially, a Board member is selected based on her professional and public reputation for collegiality and contributions to public and private debate, as well as her ability to work well with a wide range of people.