March 16, 2023

A new report finds CEO and CFO base salaries increasing but bonuses on the decl

March 14, 2023

What Directors are Thinking

March 9, 2023

With more than half of companies failing to plan for CEO succession, the topic

March 9, 2023

To contribute effectively during economic uncertainty, directors need candor, c

March 7, 2023

Boards of Delaware corporations may want to move toward adopting officer exculp

March 6, 2023

Boards continue to be challenged by the war in Ukraine, China relations and ESG

March 3, 2023

ESG statements in press releases, the company website and other marketing can b

March 2, 2023

There’s a better way to prevent C-Suite self-dealing than the SEC’s cybersecuri

Assembling a 'venture-backed 'company board


Mark H. Livingston is a partner in the Houston office of Heidrick & Struggles. He is the global managing partner of the Natural Resources sector within the Industrial Practice and a member of the CEO and Board, Private Equity and Financial Officers Practices. Livingston focuses on board, CEO, and CFO search assignments in the energy industry, serving clients in oil and gas, oil field services, utility, power equipment, chemicals, and alternative/renewable energy sectors.

Rebecca Foreman Janjic is a partner in Heidrick & Struggles’ Menlo Park office and conducts searches on a worldwide basis for the firm's Global Technology Practice. Her search practice focuses on recruitment of VP and C-level executives within software, Internet, and technology services companies. She leads the firm’s Venture Capital Practice and co-leads the firm's Big Data & Analytics Practice.

The authors can be contacted at and

Action steps for succeeding with a board of advisors

A small to medium-size business that has an advisory board is rare in today’s world. However, assembling a board of advisors may be one of the most important steps a CEO can take to assure the success of the company, giving the business a significant advantage over competitors that rely solely on internal talent.

Debbie Womack and Jim Taylor are principals of Greater Yield Ltd., a consulting firm that works with boards and senior management on performance improvement and organizational transformation ( The authors can be contacted at and

The dangers in letting COOs become an endangered species


Leading a major corporation has never been a routine task, but a strong argument can be made that the pressures CEOs face today present a particularly daunting set of challenges. One consequence of the tumultuous ride this last dozen years has offered has been a closer scrutiny by stakeholders of all levels of leadership. 

Nate Bennett (left) is a professor in the J. Mack Robinson College of Business at Georgia State University, where his research interests include leadership selection and development, top management team effectiveness, and leadership transitions ( He also serves as an executive coach. He co-authored Riding Shotgun: The Role of the COO (Stanford University Press, 2006). Walter Shill is the chief executive officer of Environmental Resource Management, a global provider of environmental, health, safety, risk, and social consulting services (

The authors can be contacted at and

What to ask a prospective board member


Interviewing candidates for a board of directors is a very specific process. Not too dissimilar from interviewing a prospective CEO, it involves evaluating a wide variety of criteria, and at the same time educating the candidate and convincing them of why they should join your company — should they ultimately be invited. However, there is one fundamental difference between interviewing someone for an executive position as opposed to a board directorship.

Dennis Cagan is a high-technology industry veteran and entrepreneur, having founded or co-founded over a dozen companies. He is a seasoned CEO/chairman and has been a C-level executive in both public and private companies, a venture capitalist, private investor, consultant, and professional board member for over 40 years. He has served on 51 corporate boards, both private and public, predominately of early and mid-stage technology companies. He resides in Carrollton, Texas, and is currently serving on several boards and consults on forming boards. He is completing a book, The Board of Directors for a Private Enterprise.

The author can be contacted at

The most valuable director of all


We all have heard the stories about directors who doze during meetings, sit silent while others engage the issues, and rubber-stamp the CEO before questions have been clarified. It takes no special expertise to identify these examples of deadwood, though it may take some time and skill to ease them off the board.

Harry J. Bruce was the retired chairman, president and CEO of the Illinois Central Railroad and a long-serving corporate director when he wrote a cover story for Directors & Boards in 1997 titled “Duty, Honor, Company.” This is an excerpt from his article.

Board interview basics


Wondering why Sam or Susan got on the board and you didn’t? The answer is often the interview. Candidates think they’re prepared, when frequently that is not the case.

Dr. Dee Soder is the founder and managing partner of The CEO Perspective Group ( She advises top management and boards on a wide range of issues, and her work includes highly sensitive executive and director assessments and coaching. She has advised a number of the executives selected in the Directors & Boards series of “Directors to Watch” and has written several articles for the journal over the years. She can be contacted at

Dynamics of the 'board interview


Board members are no longer handpicked by CEOs to hand-stamp the CEO’s policies. All board members know the importance to effective corporate governance of choosing a new member. The nominating and governance committee has responsibility to manage the process but it is truly an inclusive role once the committee narrows its selection to the top one or two candidates. Shareholders vote on the new member at the subsequent annual meeting.

Blythe McGarvie joined the Harvard Business School faculty in 2012 as a senior lecturer of business administration. She had been chief executive officer of LIF Group, a firm that provided strategic and financial counsel to help clients achieve economic objectives and enhance their corporate governance. Prior to founding the firm in 2003 she was based in Paris as the executive vice president and CFO of BIC Group. She is a director of Accenture Ltd., LKQ Corp., Sonoco Products Co., Viacom Inc., and Wawa Inc. and formerly served on the boards of Lafarge NA, Pepsi Bottling Group Inc., and Travelers Companies Inc. She is the author of Shaking the Globe: Courageous Decision-Making in a Changing World (Wiley, 2009). She can be contacted at

Machiavelli in the 'boardroom


Betsy Atkins is CEO of Bajacorp, an early stage venture capital firm she founded in 1993, and is a long-serving corporate director. She can be contacted at

Boards: Beware the 'winner's curse'


Many acquisitions fail to create value for the acquirer, and in most deals the benefits go largely to the seller. This reflects the highly competitive nature of the M&A market. It also reflects the large concentrated investment bet at premium prices of M&A transactions. Buyers, in effect, are prepaying for uncertain future revenue and cost synergies. Frequently, buyers overpay for the expected synergies based on managerial optimism, overconfidence, and the urge to beat competing bidders. 

The author can be contacted at Joe Rizzi has over 25 years of banking experience. He is also an instructor at Chicago-area universities, including Loyola and DePaul. He previously was a senior investment strategist for CapGen Financial, a private equity firm. This column is adapted from a piece he wrote for “MergerProf,” a blog on acquisitions, finance and governance that he co-authors with Dr. Ralph Walkling, director of the Center for Corporate Governance at Drexel University (

Cyber security risk: Key areas of focus


Dennis T. Whalen is Partner in Charge and Executive Director of KPMG’s Audit Committee Institute. Greg Bell is KPMG’s U.S. National Practice Leader, Information Protection & Business Resilience. The authors can be contacted at