Two Models of Leadership and Service: Directors should embody the traits and values of Martin Lipton and the late Ann Korologos.

• Author: Hayes, Bill

As we have learned in this edition of Directors & Boards, there are several types of bad decisions that boards can make. They can fail to learn from the struggles and experiences of other boards. They can overlook a key aspect of the board's role, as Silicon Valley Bank did when the company's management was allowed to operate for an extended time without a chief risk officer. They can choose to prioritize board harmony over the inclusion of a director who thinks like an activist, costing their companies the opportunity to innovate or the chance to benefit from the perspective of an individual with an eye on progressive change.

But when it comes down to it, the failure that is most likely to create a dysfunctional board is the inability to bring in the right directors. A good board needs members who have the willingness and bravery to make tough decisions on topics that are key to the success of their companies. It needs people who have the confidence and grace to stay calm when their ideas are questioned and when the normally collegial atmosphere of the boardroom turns to spirited debate. It needs people who can be open-minded about others' opinions, who are tremendously prepared before they walk in the room and who are passionate about their beliefs but dispassionate enough to put the company's needs first.

In other words, they need directors and leaders like Ann Korologos and Martin Lipton. This edition marks the first in 20 years that will not have either the names Korologos or Lipton on the masthead. Korologos passed away on Jan. 30, 2023, and Lipton recently elected to step down from the board. It is my honor to dedicate this Endnote to their impact not only to the world of public company boards, but also to their import in their respective fields.

A Trailblazer for Women

Ann Korologos served as U.S. secretary of labor during the administration of President Ronald Reagan, becoming just the second woman to hold the position, after Frances Perkins. Korologos's tenure in the role served as a sort of opening of the floodgates. Several women held the title in subsequent years, including her immediate successor, Elizabeth Dole. The transfer marked the first time in the history of the United States that one woman had replaced another woman from the same party in the same cabinet position.

In addition to her time as labor secretary, Korologos also served as undersecretary of the Department of the Interior, undersecretary of the Department of...