As a board member, you have probably experienced it. I know I have. Joe, a valued and valuable director, whose experience, knowledge and expertise made the board truly better, is now fidgeting, looking at his phone or dozing during board meetings. He shows up late for meetings, misses committee meetings and always seems to have his phone on mute during board calls.
How do we reengage a board member who seems distracted or uninterested? We read about the need to remove underperforming board members, but we read very little about how to reinvigorate a once valuable director before we simply throw him or her away.
A director is not an employee. We can terminate the most senior employee if they are not performing, but often our organizations spend a great deal of time and energy trying to improve employee performance before termination. Shouldn't we spend at least some time and effort trying to improve the performance of a board member before we simply ask the governance committee to recommend not reappointing him or her? Reinvigorating a board member is not easy or comfortable, but the rewards can make the effort worthwhile.
The process can only begin with a very frank and open discussion. Often we think we may be the only board member who sees a problem. Asking the other members if Joe does not seem to performing can be embarrassing and uncomfortable, but the odds are if you see a problem, others do as well. However, like the Emperor's advisors, each of us may be reluctant to verbalize the problem.
Even if you are the board chair or lead independent director, getting the commitment and buy-in of the other directors may be a valuable first step. The discussion with Joe will go much better if he knows you are speaking for the board and not just yourself. Knowing that other board members have identified his behavior and performance can be a key wake-up call and not simply a case of “I know you never liked me.”
Once the other board members agree that Joe is underperforming, the board must decide who will have a meaningful and open discussion with him. The choices could be the board chair or lead director, the chair of the governance committee, or another director who is particularly close to Joe. The discussion may become very personal and the choice should be made on the basis of which director has the greatest chance of getting Joe to be honest and candid, not who has the most important title.
Ideally, the conversation should be face-to-face rather than on a phone call. There is no substitute for direct conversation, and body language will be especially important in the conversation. Joe may be in denial about his performance and he may be defensive and angry. The most important point to stress in the initial conversation is about the performance and behavior and not about the individual. If the board did not care and value the individual, they would simply move to replace the board member at the next election.
Possible Health-Related Concerns
The conversation should move rapidly from specific behavior (giving examples is time consuming and unproductive) to a more general discussion. A key consideration is the board member's health. If someone's performance declines, often there are specific health-related reasons.
Many of us who grew up in the 1960s and '70s are experiencing hearing problems. This situation was well described in a New York Times article, which stated: “While hearing loss can have a variety of causes, including infection and some medications, presbycusis is the term for the gradual decline in ear function that occurs as people age. ‘The sensory nerve endings in the organ of hearing become structurally damaged,' said Dr. Gordon B. Hughes, program director of clinical trials for the National Institute on Deafness and Other Communication Disorders. ‘There are other changes in chemistry and such which take place as well, but the structural damage is what causes the permanent hearing loss.' ” [“Why Can't I Hear as Well as Before?” by Eric Nagourney, New York Times, Nov. 29, 2012.] The reason why Joe seems uninterested in board discussions may be simply that he could not hear the conversations and was reluctant to ask individuals to speak louder. The answer could be a doctor's visit and new state-of-the-art tiny hearing aids.
Another potentially more significant health problem could be diminished memory, cognitive skills or energy. Writing on the online news site AlterNet, Larry Schwartz makes this important set of observations: “Given all the publicity surrounding our aging population and the devastation of Alzheimer's disease, it's natural that many middle-aged and older Americans panic the first time they can't recall a name or misplace their keys. Some memory loss does accompany aging, and baby boomers, that huge swath of Americans born in the 1940s, '50s and '60s, are getting older and more forgetful. Those lost keys, forgotten names, mistaken parking places, and tip-of-the-tongue-but-not-quite-accessible facts seem to become commonplace. Almost as widespread is the fear that increasing forgetfulness is a symptom of encroaching Alzheimer's, an illness that terrifies many families. The truth, however, can be more comforting. Forgetfulness does not necessarily mean you have Alzheimer's. In the majority of cases, it's simply part of the process of getting older.” [“Personal Health: Senior Moments Don't Mean You Have Alzheimer's — There Are Other Reasons Your Aging Brain Is Becoming More Forgetful,” by Larry Schwartz, AlterNet, November 5, 2015.] There are numerous reasons for diminished memory, cognitive skills or energy, including information overload, stress, sleep apnea, improper nutrition, and medications. Again, a competent doctor and a candid patient can get Joe back on track.
If Joe is not experiencing any physical ailments, then another reason for diminished performance may be emotional. While many of us are reluctant to engage in discussion of emotional and personal issues, if we truly care about resuscitating a struggling director then we have to dive into these potentially choppy waters. The alternative is simply to give up. If Joe is going through marital problems, problems with children or aging parents, or other personal issues, it is reasonable to expect performance to decline. While we are not counselors or therapists, we can be sounding boards and encourage Joe and/or his family to seek professional help. While we need to be sympathetic to Joe's problems, we also need him to understand that we cannot be infinitely patient and that he may need to resign if he cannot fulfill his board responsibilities.
Are they being excluded?
If we address, or rule out, physical or emotional problems, the board needs to uncover the reason for Joe's changed performance. Often a director shuts down when he or she feels that their input is not valued. No matter how old we are, how much experience we have and how much we have accomplished, we all still live in High School. If a board member believes they are not part of the decision-making process — not sitting at the cool kids' lunch table — many times they simply stop trying. Rather than dismissing their concerns, we need to examine our processes and practices. Has our board developed a practice of excluding certain board members from the decision-making process by discussing key decisions in either formal groups such as executive committees or informal groups of like-minded directors? If excluded directors believe that a small group makes decisions prior to full board discussions, they have no reason to participate in board meetings.
Directors may not engage if they believe their efforts are underappreciated. Coming out on the losing side of board decisions or having opinions ignored or derided may lead a director to give up. Good governance means giving all director opinions consideration and treating every director with courtesy and respect. Examine your board procedures and explain carefully why the board as a whole decided differently than the director may have wanted.
A director may feel that the company has outgrown his or her skills. Changing technology or a changing competitive landscape may make a director feel obsolete or useless. These feelings may be valid and it might be time for new directors with new skills. However, it may also be true that the experience and knowledge of a seasoned director may even be more valuable in a changing environment. Before we discard a director, carefully consider his or her talents and truly decide if they have more to offer. If the board as a whole believes they can still contribute, communicate this quickly and clearly to the disengaged director.
The Key Factor
If the board believes that a director has the time, energy, skill, experience and expertise to contribute to the board, but needs help in reengaging, the board chair or lead independent director may take a number of specific steps to reinvigorate the board member. The key factor is making the board member feel useful and needed.
Individuals like to succeed. By examining a director's experiences and expertise, a board chair or lead director can identify projects that will make best use of the director's skills.
If the director has a financial background, they may be encouraged to play a more active role in overseeing the company's budgeting or financial reporting activities. A director with a marketing background may help management with a new product introduction. A director with a technical background may help with a specific product development issue. Directors need to understand that they are not managing any tasks but their skills and experience may be useful to management.
An excellent way to make directors feel more valued is through mentoring of management members. In a Harvard Business Review article, David F. Melcher, the CEO and president of
Exelis, a global aerospace, defense, and information solutions company, and A. John Procopio, a senior vice president and the chief human resources officer of Exelis, write, “When we invited each member of our company's board of directors to begin mentoring a high-potential manager, we were thinking mainly about the benefit to the managers from being guided by experienced board members. What we didn't realize was that the board members would find the experience just as valuable.” [“Board Members Benefit from Becoming Mentors,” HBR, December 16, 2014.] They went on to note that board members “increased their mentoring and coaching skills, enjoyed the satisfaction of ‘giving back' and making a difference in protégés' lives, and broadened their own professional networks. They also absorbed new technical knowledge from these savvy employees.”
Mutual Commitment Required
Reengagement requires a commitment on the part of both the disengaged director and the board chair or lead director. The director must have the time and energy to recommit to the board, and board leaders must be willing to include the director in board and committee meetings and deliberations outside of regularly scheduled meetings. We all know that the majority of our board work happens between regularly scheduled meetings in phone calls and correspondence with the CEO, other senior executives, and other directors. By including the disaffected director in more of these calls and emails, we make him or her feel more included and thus more engaged.
Directors need to feel that they are important and that they matter. By including them and actively listening to their opinions and concerns, we can resuscitate, revive and reengage the disaffected director and make him or her great again. â
The author can be contacted at john@boardadvisory.net.