BioTen video series: Board governance

Interviewer: Jonathan Wildman, Senior Client Partner, Biopharma/Med Device Advisory Lead, Korn Ferry

Speaker: Anthony Goodman, Senior Client Partner, Head of Board Effectiveness Practice, Korn Ferry

Jonathan Wildman: Today on BioTEN I'm here with Anthony and the topic of conversation is board governance which tends to be a hot topic in this industry as well so welcome Anthony.

Anthony Goodman: Hi, thank you for having me

Jonathan Wildman: Thank you for being with us so we talked before, and I believe it's a med device company that we're talking about today can you walk us through how you supported their governance and how you allowed that company to put in place the process and perhaps people that they were looking for.

Anthony Goodman: Yes, absolutely. So, this was a situation of a founder led business very successful that the management team and the board had matured in place shall we say over a 20-to-30-year period such that you now had this leading technology provider in a wearable space but a medical device company with a Board made up of a number of directors who were in their mid to late 70s.

And a CEO and a management team also getting on in years. And the question that was asked of us was how you can help us to evolve this board to bring on the skills and experiences that we need in order to provide the right oversight and guidance of the strategy that we now have. And so, we sat down, and we interviewed all of the directors. We were actually brought in by one of the directors who was not in his 70s, the only director who is not in his 70s to do this piece of work. We interviewed all of the board directors. We interviewed the senior members of management who interfaced with that board and we spent quite a bit of time understanding the strategy, understanding where the business was going, how the products were developing and then when we looked at the board, what we found is quite a lot of gaps between ideally the kind of board you'd want to be able to provide the right level of challenge and guidance to management and what they actually had.

So, they were overstocked with investor types, accounting types, lawyers, and they really didn’t have anybody who had experience in the technologies that they were working with. They didn't have anyone who could really represent the market that they were talking to or the customer base and so, it was clear that a number of changes would need to be made. There is quite a lot of shuttle diplomacy that went on in the background because as you can imagine if you are in your mid to late 70s and this is your last public company board it's becomes more than a role more than a job for you your identity is tied up quite a bit in in your board service and so coming off the board will be painful and so trying to figure out and try and do this in an evidence-based way. So we looked at all their peer group and some best in companies to look at who was on their board and we were able to show them not just the gaps and skills between the board today and where the board needed to be but also what their competitors had done over a similar period of three or four years how they had evolved their boards and the kind of skills and experiences the type of people they were bringing into the board to add into the mix.

This was an all-male board. It did actually have some racial diversity but did not have any gender diversity so that was clearly a problem that needed to be looked at. So very gently in conversation with each person individually helping to come up with a plan over three or four years for the old guard to be able to step down in a dignified way and at the same time bring in the new skills and experiences they need.

Jonathan Wildman: Yeah. Walking away from this example Anthony, what did you learn? What did you learn that perhaps you didn’t expect to learn heading into the work?

Anthony Goodman: Well, the other piece of it was actually that there needed to be some changes in the management team as well because pretty much everybody in the management team was heading towards retirement. And so, they really needed to refresh the management team at the same time and of course, trying to change both sides of this table at the same time is very tricky to do. So, being thoughtful and how you phase this and do it in a way that enables people to make a dignified exit as opposed to being bundled out the door.

Jonathan Wildman: I think that was probably the most important lesson. Anthony, thank you so much for sharing your experience with us today. If you'd like to ask Anthony a question, please reach out to his Email which is listed on the side of the screen. Anthony, as always, I appreciate your time.

Anthony Goodman: Thank you so much.

Watch all of the BioTEN Video Series