My first directorship.

AuthorSweeney, Paul
PositionMilestone board appointment - Putting In Place the Right Board for the 21st Century

That first board appointment is a milestone, and the governance experience that follows can be everything from "really fulfilling" to "gut-wrenching."

FOR LOIS DICKSON RICE, an education policy expert at the Brookings Institution, her first, full-fledged corporate board seat at Control Data Corp. (she had earlier sat on a subsidiary's board) was "really fulfilling, a tremendous education." For others, like Henry Wendt, the former chairman and CEO of SmithKline Beckman (now SmithKline Beecham), his first outside board seat, which was at Getty Oil, was a season in purgatory: "In terms of a learning experience," he says bluntly, "this became a trial by fire."

Whatever the precise form that first corporate board experience actually took, most veteran directors regard the first directorship itself as something of a milestone. DIRECTORS & BOARDS sought out five veteran directors -- Rice and Wendt, as well as Donald S. Perkins, Boris Yavitz, and Lodwrick Cook (see sidebar on page 86) -- to try to find out how it all began for them. Among other matters, the "vets" were encouraged to discuss the challenges they faced, the lessons they learned, and whatever advice they had for a "rookie" board member.

Their board tenure coincided with the issues roiling Corporate America since the 1960s: global competition and government regulation, hostile takeovers and leveraged buyouts, billion-dollar litigation and growing director liability, corporate reengineering and downsizing. Quite often, outside directors face these contentious issues in the context of strong personalities vying for power, influence, and position -- a kind of play within a play at a mighty corporation.

Few of the directors interviewed seemed to have an inkling that they would be serving in a momentous period when they won appointments to that initial board membership 20 or even 30 years ago. Typically, appointment to a directorship was an honor that followed a period of achievement or prominence, although not necessarily in the corporate world per se; still, it never hurts to have good connections. "Most of the things that have happened to me, like serving on boards, have sprung from volunteer work and civic activities" declares Perkins, the former chairman of Jewel Companies who was invited onto the Inland Steel board by the chairman, a fellow participant in Chicago philanthropies in the mid-1960s. "And one board leads to another board," says Perkins, who turns 70 next year, an event that will mean retirement from land along with several of the 11 boards on which he now serves.

Dr. Yavitz was already dean of the Graduate School of Business at Columbia University (from which he is now retired) and serving on the board of the New York Federal Reserve when nominated to the board of J.C. Penney Co. The Fed "is not your typical directorship," he says, "because three of the nine members are so-called 'public' members," who are expected to be from outside the world of banking and finance. While serving at the New York Fed, however, the Columbia professor got to know fellow board member Walter Wriston, the legendary ex-chairman of Citibank. "Walter called me to see about joining the board of J.C. Penney," Yavitz says, "and I told him I'd consider it."

Wendt, who now spends time as an owner of a vineyard in Northern California, remembers that Getty Oil was looking for outside directors and that his friendship with Philadelphia businessman William Boothby, a Getty board member, led to his nomination and appointment. In addition, the fact that Getty had a refinery between Baltimore and Philadelphia, where SmithKline was then headquartered, made Wendt geographically desirable. "They wanted some outside directors and I had a friend who was already a director," he says. "It all happened rather informally."

Rice recalls that she knew two people on the subsidiary board of computer firm Control Data, including Stephen Mueller, who was the president of Johns Hopkins University, with whom she had worked on issues involving educational finance. But the Minneapolis-based computer company's desire for diversity, she believes, was also major factor in her board appointment in 1978."I was a woman, an educator, and an African-American," she says, "so I was a 'three-fer'" (Translation: the company got to fill three categories "for" the price of one appointment.)

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