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The Corporate Director Podcast
Empowering female corporate leaders
00:28:51
In this episode of the Corporate Director Podcast, Dottie Schindlinger is joined by Alicia Syrett, the founder of Madam Chair, a network of over 300 female chairs and lead directors of publicly traded companies. Alicia shares her personal journey from...
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- [00:00]
Alicia Surret
Foreign.
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Podcast Announcer
Welcome to the Corporate Director Podcast where we discuss the experiences and ideas behind what's working in corporate board governance in our digital tech fueled world. Here you'll discover new insights from corporate leaders and governance researchers with compelling stories about corporate governance strategy, board culture, risk management, digital transformation and more.
- [00:34]
Dottie Schindlinger
Hi everybody and welcome back to the Corporate Director Podcast, the voice of modern governance. My name is Dottie Schindlinger, Executive director of the Diligent Institute, and I'm joined once again by my amazing co host, Megan Day, strategy leader here at Diligent. Megan, how are you today?
- [00:51]
Megan Day
Great, Dottie. Always happy to be in the presence of another governance geek.
- [00:55]
Dottie Schindlinger
Well, you know, speaking of governance geekdom, Megan, I thought it would be really good for us to take a little bit time to go back and talk about that we somehow managed to not talk about when it came out last fall. I was just looking at this again. This is a report from Meridian Compensation Partners. They do this every year. This one is called the 2024 Corporate Governance and Incentive Design Survey. They publish that basically at the end of each proxy season and they take a look back at the practices of the 200 large cap US corporations that they work with. And this report had some really interesting and juicy stuff in this, Megan, I don't know if you got a chance to take a look at it. There are a few things that really stood out to me. One that I really wanted to talk to you about was that. So even though this was from last year's proxy season, all 200 companies have at least one female board member, which I thought was interesting. 82% have more than 30% female board participation and 97% of the companies are disclosing ethnic diversity statistics or current board membership. I thought that was interesting given how the climate has become a bit more complicated in the DEI space that, you know what, at least in terms of last year's proxy season didn't wreck the groove for these companies. I wondered what you thought about that.
- [02:08]
Megan Day
Yeah, it'll be interesting to see if that number changes this year, but I suspect it won't. I will say I feel like there has been just a, a fundamental shift in a lot of governance thinking over the last 10, 15 years that makes this far more embedded into what we think makes a great board, what we think makes a great board member, and what investors care about that's too easy to just sort of rip out.
- [02:39]
Dottie Schindlinger
I think that's right, Megan. And you know, to that point, there's a lot of other stuff in this report that kind of Speaks to that same issue. Right. So, for example, you know, 57% of these companies maintain separation between the board chair and CEO roles. And that's a practice that we've definitely seen rising over the last number of years. And I know that, you know, iss, Glass, Lewis and investors have some real feelings about that, some positive, some negative in terms of whether or not the CEO and chair role should be separated. But it's interesting to see that, you know, it's more than half of these companies now that have a separate board chair and CEO role. And that's not been the case in years past. I don't know what you make of that one.
- [03:18]
Megan Day
You know, it's a great example of, I think, again, an area where the US in particular has really lagged behind other regions. You look at what's happened in Europe, one have they had. They've had more parity in a lot of other things when it comes to, you know, diversity requirements and whatnot. But, you know, there's much more of a more stringent mandate there in terms of having that separation, not just as a best practice, but as a requirement. And I think, you know, that's seeing the positive effects of that in other places could certainly be at play here.
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Dottie Schindlinger
Yeah, I think that's right.
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Alicia Surret
All right.
- [03:51]
Dottie Schindlinger
There's one other that I just have to bring up, and I have to say it's one of those things that every year older that I get, the more my feelings about this change. But looking at the company, 77% of them disclose a mandatory retirement age policy for board members. Now, of course, it doesn't necessarily say that they enforce the mandatory retirement age policy, but they tend to set the retirement age between 72 and 75. And Megan, that used to sound old to me. And, you know, it doesn't actually sound that old to me anymore. I mean, I think about, for example, most of our key politicians who are north of 75 and 80. You know, what, what are your thoughts there about the mandatory retirement age?
- [04:31]
Megan Day
I'm not opening that can of worms up to. I will say, though, I have always been in favor of, at the very least, organizations really being thoughtful about this and having conversations on what is right for their organization on a really regular basis. This should be, you know, if you do not have term limits, if you do not have age limits, then you really should be discussing every single year, you know, the composition of your board, what characteristics make a great board member. And, you know, have folks just by simple time on the board move past that, you know, that value add well.
- [05:12]
Dottie Schindlinger
Listen, there's a lot more in this report that people should check out and especially as it kind of relates to the guest that we had today where we talked about, you know, the journey to becoming a board chair, I think it would be really worth taking some minutes to read through the whole report. And so you can find that on Meridian Compensation Partners website, which is meridiancp.com and I believe if you just go to the insight section, it'll pop right up. The name of the report again is the 2024 Corporate Governance and Incentive Design Survey. It gives you a lot more than what I just rattled off. It really goes deep into executive compensation policy and some of the incentive designs that companies are putting in place. So really useful stuff. Definitely recommend that you download that. We will post that on the podcast page as well. And also just want to mention that the survey was authored by Sam Bricker and other consultants. So if you've got any questions, just address those to our friend Sam. So he's@sbrickeridiancp.com and I'm sure he'd be happy to engage with you and answer your questions about the report.
- [06:14]
Megan Day
Encourage everybody definitely to check out that great report. And that brings us to our conversation that I want to share today with Alicia Surret, who is an experienced public and private company board member and she's also the founder of Madam Chair, which is an amazing group that brings together female chairs and lead directors of publicly traded organizations.
- [06:38]
Dottie Schindlinger
Yeah, Megan, I was so glad to have the opportunity to sit down with Alicia. So let's give the interview a listen. Joining us on the corporate director podcast today is Alicia Surret, an experienced public and private company director. Alicia is the founder of Madam Chair, a collaborative group of 250 plus female chairs and lead directors of publicly traded companies. Alicia, welcome to the show.
- [07:07]
Alicia Surret
Thanks for having me. I'm excited to be here.
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Dottie Schindlinger
Well, I'm really excited to talk to you because I just learned about Madam Chair and so I wanted to start by just asking you a little bit more about your background and how you came to found the organization.
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Alicia Surret
Sure. So a brief background story is that I started my career in finance, investment banking, hedge funds. I moved over more to the operations side of hedge funds recruiting and then running administration. And then I became the first employee and CEO of what we grew into, a multi billion dollar private equity firm. And it was really that entrepreneurial experience that allowed me to kind of go off on my own, start a company to do seed stage investing and just really embrace the whole entrepreneurial world. Did some, some Time as a regular on cnbc, msnbc, taught at Columbia, wrote for Inc. But anyway, I mentioned the kind of investing angel portion of it because that's what got me into the board world. I was sitting on tons of different advisory boards. I was joining lots of different private company boards, and then more recently in the last four or five years, joined public boards and I became chair of a public board. And at the time I remember thinking, gosh, I don't know any other chairs and I especially don't know any female chairs. And I wish there were a group or a network that I could join and really learn from other people. And when I realized that that didn't exist, I thought, well, let me start it. And so I basically diligently researched every female chair and lead director of a publicly traded company. I contacted as many as I possibly could and really got a warm reception, a lot of excitement, and started the group and figured it out along the way, you know, started launching events, built the website, the mailchimp, you know, every. Everything that you needed to do to kind of run the group. And it's been four years now and it's been a fantastic journey. And yeah, that's, that's how Madam Chair started and that's where it is now.
- [09:11]
Dottie Schindlinger
I'd love to ask you a little bit more about the makeup of the group. I mean, obviously they're all female board chairs, but, you know, how do people find out about you? How do they get involved?
- [09:20]
Alicia Surret
Well, so first of all, we have about 300 female chairs and lead directors of publicly traded companies. And I have found the vast majority on my own just by finding their names, hearing that they've become a chair or lead director, and then reaching out to them directly. The women are from all over their different geographies, market caps, industries. We have huge names, smaller names, you name it, and I never share the master list, but there's some really wonderful people in there. It's really just been invite only. Although I will say now that the group has been around for four years or so, now I have members recommending people to me, so it's less research on my end and more personal recommendations. And I kind of laugh when I say this, but I must speak to a new chair or lead director every week because just for the people that have been in the group for a long time and really enjoy it, they're really the biggest advocates to recruiting more people and connecting me with other amazing women. So that's, that's how I do it.
- [10:19]
Dottie Schindlinger
Now. What are some of the things that the group has in common? I mean, are there, are there particular themes that come out as you have conversations with this group that everyone sort of says, oh yes, that's happened to me too?
- [10:30]
Alicia Surret
Yeah. So I have monthly events where I bring everyone together. They're mostly virtual, although we have had a couple in person. And the way that the group is set up is I never record the sessions. Everything's always off the record. So it creates a very candid and intimate environment. And the topics really range. I have a lot of big name speakers come in. So we may have an activist like Jeff Spencer Smith, or we may have a prominent chair or lead like Pat Russo. We could learn more about succession planning and bring in heads of executive search practices. Or maybe we hear about human capital or talent issues from a very prominent chief people officer. So it really varies, but it, it touches on any of kind of the major issues that a chair or lead director might be tackling or want to learn more about.
- [11:23]
Dottie Schindlinger
Are there particular things going forward for this group that you think are going to be really important? I'm just thinking, you know, right now being on any corporate board is very challenging. Right. This is a very challenging time to be any director and especially to be the lead director or the board chair. So are there particular things that you have in the plans or in the works that you think are going to be particularly important for this group to tackle in the next couple of years?
- [11:47]
Alicia Surret
Yeah, I mean, first of all, the topics definitely are pertinent to the time. So I'm thinking back to right after the election. We had a very, very prominent geopolitical analysts come in and talk to us about the changing landscape and what we needed to do and, and put on our agendas. I have in the coming months someone who is a very strong economist by background to talk a little bit about the macro environment, which I think is going to be very relevant in terms of tariffs and how companies are thinking about budgeting and guidance. I also have a CEO of a crisis communications company coming in because I think this is a really interesting environment with respect to issues like DEI or responding to political moves. And so I think that will be very relevant. There's been a ton of CEO turnover, as you know, and so I think that the crisis communications focus will also be interesting from that internal change perspective. So, yes, I really do try to kind of tackle what people are thinking about at the time and then maybe do some programming around it.
- [12:50]
Dottie Schindlinger
I think you've just given us a great task list of things we need to talk about. On the podcast in the next few episodes. Anytime. Yeah, that's fantastic. I'd love to also just get your take on something. I mean, I know I feel it's incredibly important for directors to be able to connect with each other, but is there some specific benefit in having chairs and lead directors connecting with each other? What is something that they're getting from this group that they might not be able to get on their own?
- [13:14]
Alicia Surret
Well, first of all, I don't think there's a lot of information out there specifically for chairs and lead directors. Right. And so what I found when I started the group and the more and more I had sessions, is that it was very rare that a lot of these women knew each other. Like, that was just more an anomaly that. That a couple of people in the group would be friends or that they would be exchanging information. And when we would delve into topics, whether it's, you know, board assessments or agendas, anything of the nature, it. It just was so apparent that there wasn't standardization out there. And so what I found is that when this group is connecting, they all become better at their roles, I think, because they're able to exchange that information. Like, okay, well, how do you do board assessments? Do you use someone from the outside? If not, is the assessment privileged and confidential? Is it, you know, work product of the lawyer or not? Who do you recommend on this front? Like, what do you save? What do you not save? And so. So that a lot of times people are kind of doing the, the best that possible job that they, that they believe they can do. But it's through this environment that people can say, well, how do you do it and why do you do it that way? And then maybe tweak a little bit to say, okay, I actually think that, like, this might be a little bit of a better way to do it, and then therefore become better at that role and have better governance practices or, you know, better processes in their board, just because, you know, sometimes you just don't know what you don't know. And this, this forum gives people a chance to share that kind of information in a very trusted, confidential setting.
- [14:47]
Dottie Schindlinger
I think what you raised is so important, Alicia, because, you know, I think about it, right? There's a lot of training out there. There's a lot of education out there about the role of the board and how to be a good director. There's certification programs on how to be a good director, but there's. You're right, there's not as much on how to be a good board chair. Other than to say everyone agrees it's an incredibly important role.
- [15:06]
Alicia Surret
Yes.
- [15:06]
Dottie Schindlinger
So are there. Are there particular things that you've learned over the four years working with group are kind of the hallmarks of the best of the best? Like what. What do great board chairs do that would be good for every board chair to know?
- [15:19]
Alicia Surret
Well, you know what the biggest thing I would say, and I'm not sure if this is the answer that you were looking for, but these women are just so incredible. Like, when I started this group, I was really thinking about, you know, what do I want to learn about what, you know, what would be a great connection for me from a knowledge base. But I have to say that these women are just so accomplished, and they've just been such. Such an inspiration life, and they've been so supportive of this group the whole time and just supportive of each other that that's probably my biggest takeaway is that I don't know if. If starting this I ever anticipated that to be the case or to form such great friendships or just be so excited to see some of these names pop into my. My inbox. But. But yeah, no, it. It really became a very strong community, and I just. I just love working with the women on so many different fronts.
- [16:09]
Dottie Schindlinger
You know, one of the other things I was thinking about, too, as you were talking about some of the topics that you're going to be dealing with or that you have dealt with recently, you know, the role of the director is really expanding, and so is the role of the board chair. What are some of your big sort of aha moments about the way the board chair role has changed in the last few years?
- [16:28]
Alicia Surret
Well, I definitely think that there's more scrutiny around the role than ever before, and I do think that the board chair becomes a lightning rod for anything that people perceive as wrong with the board. Right. So, you know, people from the. From the investor community can look to the board or the company and say, okay, you know, you're dealing with major legal issues like, why did this happen on your watch? Or there was a huge stock drop. Like, why did that happen? Couldn't you see something like this, this coming? So I think that's one part of it is the level of scrutiny. I think the other thing is that the chair really does have to lead by example. Right. So if you're sitting in that seat, like, you should be the last person thinking about selling stock or doing something that might be perceived as, you know, fleecing the company in some way. And I think that, you know, that everyone says and it's true. The main job of the board is to say who is the best CEO for this company. Right. And I think that, like, that primary focus is always gotta be maintained by the chair, by the, you know, by the lead director, and also maintaining that system of checks and balances with the board, with the CEO. Like, all of that kind of comes back where it's like the buck stops here with the chair, with the lead.
- [17:41]
Dottie Schindlinger
That's really terrific. Well, before we pivot our conversation here, I'd love to just ask you sort of some best and final advice that you would give to anyone who's aspiring to a board leadership position. What's the best way for them to kind of reach out and get that chair position or that lead director position?
- [17:59]
Alicia Surret
Yeah, I mean, I think there's a few things that really come to mind. The first is I think that you really have to take on responsibility on your current board, whether that's pitching in into a committee and then eventually looking to run that committee. I think that's kind of where it starts. Starts that progression. I would also say that I would recommend taking a lot of time and focus to get your arms around succession planning, because that is one of the key things that you would be responsible for as chair. Again, if your main job as a board and as chair is deciding on who the best CEO for the company is, then having your arms around that process, the succession planning process, I think, is, is. Is key. I would also recommend, in the meantime, before you ascend into that role, to really follow the news. Because I think anything that's highlighted the news is, is. Is probably not done in, you know, in kind of the most positive way. And so it, it essentially gives you a list of things not to do. Right? So it's, it's, you know, following the news and saying, okay, this chair didn't meet with a shareholder or this person, you know, change the metrics for the company, or this pay for performance was highlighted as, as not being good. And so really understanding, like, okay, well, you know, why were these things wrong? How could I avoid those mistakes going forward? And the final thing I would say, and this is something I kind of learned over the years, is I would assume transparency. And what I mean by that is, you know, when you're in a boardroom, you may be privy to a lot of the things that are going on that are not. That are not displayed in the outside world, right? Like you may be privy to whistleblower reports, or you may have a sense that there are operational issues or performance issues in the company or leadership issues, or maybe you. You have some concern around independence, whatever that case is. Like, I would always think, like, what if. What if all of this were to become public? And how can we possibly deal with these issues now so that. That, you know, so that. That never becomes an issue for us, Right? Because I think all too often you have some of these issues that do become public, and they're. And they're, you know, outside parties are probably more aware of them than you'd like, and it's certainly not going to get better when they do become public. And if you are chair, you know, again, it's. The buck stops here. And so that's what I would. I would think about is, like, how can you be really proactive with a lot of these issues that may not be public yet?
- [20:22]
Dottie Schindlinger
That is some really, really great advice. Well, listen, Alicia, before we let you go, there's three questions we like to ask every guest that joins us on the show. And so the first question is, what do you think will be the biggest difference between boardrooms today and 10 years from now?
- [20:37]
Alicia Surret
Well, Dottie, first, I want to say, before I forget, I love this podcast. I listen to it all the time when I was listening to one of your episodes this morning. And I think, you know, oftentimes you talk about how the boardrooms of 10 years from now will take on more responsibility, right. That the responsibilities of the board members are just growing. But what I would highlight, and this is very close to that theme, is more accountability, right? So not only are the board directors responsible for more things, they are being held to account with more things. And so I was thinking about this from a couple of angles. One, you know, think about the activist angle, right? You have activists now that are putting out podcasts. You know, they're publishing press releases, you know, presentations. They're setting up websites to get feedback from people from, you know, all over the world on what, you know, people think is wrong with the company. There's, you know, glassdoor and message boards calling people out. And so I think that, like, that's a higher level of accountability because everyone is voicing their opinions all the time. And then recently, I saw this software company, Bored Alpha. I'm not sure if you're familiar with it, but. But basically what it does is it rates each director inside the company based on the company, based on that individual director's tsr, right? So it's like, okay, you joined the company a year ago, and now the Stock is down 50%. Like, what, you know, how can you explain that record? So that's a very personal level of accountability. And you can go into, you know, this software and say, okay, how's each director rated? How is the board rated? And compare the TSRs of all the directors and then it outlines like, all the potential company issues. Right. Was there a major stock drop? What of the activist file? Can I click into those links? Does your board have limited outside board experience? You know, what was the say on pay vote? Was there a workforce reduction? All of these different things like who, you know, which directors sold stock, and were there immediate resignations? Like that is a very granual level of, of information on each director. And this software program kind of pulls it all together. And so I think that it's a higher level of accountability. Absolutely. And I think the implications for each board member and their own careers to be able to have that information in front of executive recruiting firms, in front of investors, I think is. It's a really big deal. And I think again, you're held to a very high level of scrutiny where it's like, look at all these things related to you or your board. Like, was there a failure to act? Would it make sense to bring you on the next board? And so that, to me is fascinating. This kind of higher level of very personal accountability.
- [23:15]
Dottie Schindlinger
Being a director. Not for the faint of heart.
- [23:16]
Alicia Surret
No.
- [23:18]
Dottie Schindlinger
Alicia, what was the last thing that you read or watched or listened to that made you think about governance in a new light?
- [23:25]
Alicia Surret
You know, I was thinking about a director and boards article, and I'm not sure if you saw this one, Dottie, but there was an article called the Superstar CEO, A Role Beset by Danger. I'm not sure if you saw that. It was written by Norm Augustine, who was the retired chair and CEO of Lockheed Martin, and he was on a bunch of very recognizable boards. But he was basically saying, based on his own experience, that there are two types of CEOs, those who think they're a superstar and those who actually are. And one of the points he makes is the ones who think they are eventually lead to self destruction. And it's just fascinating reading through because he kind of outlines major issues around arrogance or invincibility, omniscience, invulnerability. And he talks about a quote from Warren Buffett that says, you know, always have someone around to tell you that the emperor has no clothes, but you got to listen. You got to listen to what people are saying and that, and that, and that humility is really like one of the most important things to have with really good CEOs. And then he ends the article with this kicker. When hubris is superimposed on power, it can be assured that disaster is not left to chance. And I have thought about that article so many times. I guess Norma is also maybe on the editorial board for directors and boards, but I just thought it was so excellent. So I recommend people checking that out when they get a chance because it's just, it's just fascinating thinking about that kind of personality and the do's and don'ts. So I'll leave you with that.
- [24:55]
Dottie Schindlinger
That's a great recommendation. We'll make sure to grab that link and put it on the podcast page. It's a really good read. And Alicia, finally, what is your current passion project?
- [25:04]
Alicia Surret
So I don't know if I can say this, but I have a five year old daughter. She's like the best thing ever at this age and I hope she never grows up from here. But if there's anything I'm most passionate about, it's spending time with her. And I never thought that visiting Disneyland, it could be so much fun, but through a child's eyes and just how magical that whole experience is, it's just the best thing ever. So I'm trying on a day to day basis just to enjoy my time with her. Everybody always tells me that it flies and to appreciate the time when she's this young. I'm dreading the teenage years. But yes, that's my passion, is spending all the time possible with her and my husband and just really enjoying these moments before she goes off to school and I become an empty nester. So it's my daughter, it's my five year old.
- [25:50]
Dottie Schindlinger
That's wonderful. Well, Alicia, thank you so much for joining us on the show. It's been great speaking with you today.
- [25:54]
Alicia Surret
Thank you so much for having me, Dottie. I appreciate it.
- [25:57]
Dottie Schindlinger
We've been joined today by Alicia Surrette, an experienced public and private company director and the founder of Madam Chair. Thank you so much for joining us on the show.
- [26:14]
Megan Day
Thanks for that interview. Dottie was not familiar with the organization, although I'm very much not their target audience, I will say. But great points from Alicia. I mean, I think this idea of more accountability at the board level is one that we keep hearing about and one that I feel like you and I keep joking about that like who wants to be a board member these days?
- [26:36]
Dottie Schindlinger
Seriously? Well, you know, it is really interesting, Megan. I was so glad to get to know Alicia and I really didn't know anything about Madam chair. And quite frankly, that's not surprising. Right? It's kind of a. I mean, it's a little bit more formal now, but it started as an informal network of board chairs who all happen to be female, you know, public company board chairs who happen to be female. And, you know, but what it's really become is this great network of support for people in this very, very, very tough and public role. And to your point, you know, it is quickly becoming a pretty thankless job to be on a public company board. And so I can see the great value in having a network of people that you can go safely have conversations with. And it can be, you know, off the record and you can get some peer support and talk about the things that you're dealing with. I mean, I know Alicia has shared with me in her various board roles that she's dealt with some pretty challenging stuff at times. And so having a chorus of people that she can go to and say, has anybody ever experienced this before? And it's incredibly valuable.
- [27:33]
Alicia Surret
Definitely.
- [27:34]
Dottie Schindlinger
And that's definitely some of the stuff.
- [27:35]
Megan Day
That we like to facilitate at Diligent as well.
- [27:39]
Dottie Schindlinger
Well, Megan, that wraps up another episode of the Corporate Director Podcast, the voice of modern Governance. I'd like to say a few special thank yous, first and foremost to our Madam Chair, Alicia Surret, podcast producers Kira Ciccarelli, Steve Claydon and Laura Klein, our sponsors, Meridian Compensation Partners, PwC, KPMG and Wilson Sonsini, and most especially, thank you to Diligent. If you like our show, please be sure to give us a rating on your podcast player of choice. You can also listen to our episodes and see more from Diligent Institute by going to diligent.com resources. Thank you so much for listening.
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Podcast Announcer
You've been listening to the Corporate Director Podcast. To ensure that you never miss an episode, subscribe to the show the in your favorite podcast player. If you'd like to learn more about corporate governance and tools to help directors do their job better, visit www.digent.com. thank you so much for listening. Until next time.