CBA Record March-April 2022

Black Excellence: In fl uential Black Corporate Directors and Advisors—How to Raise Your Pro fi le and Get a Board Seat By Daniel A. Cotter, CBA Record Editorial Board Member B lack History Month celebrates the achievements of African Americans and recognizes the critical role of

Black people in U.S. history. Recently, the DICE Committee of the CBA presented a program about Black excellence and service on the boards of for-pro fi t corpo rations. Th e panel discussion centered on the need for greater diversity including minorities and women. Although corporate boards may not re fl ect the current US population, evidence shows that veteran African American business leaders and lawyers are sitting in C-suites, as CEOs and as Fortune 500 corporate board directors. Illinois now requires companies to disclose their female and minority board membership. In a recent session, the passage of HB 3394 amended the Illinois Business Corpora tion Act to require publicly traded busi nesses with principal executive o ffi ces in the state to report the number of women and minorities on their boards. Similarly, California, Washington, Massachusetts, and New Jersey have passed laws a ff ecting board diversity. In addition, Nasdaq’s new Rule 5605(f ) requires most Nasdaq-listed companies to have, or explain why it does not have, at least two diverse board mem bers, including at least one director who self-identi fi es as female and at least one who self-identi fi es as an “underrepresented minority” or “LGBTQ+” (as such terms are de fi ned under Nasdaq rules). Th e SEC also requires publicly traded companies to provide a diversity matrix in their proxy statements showing board diversity. All panelists in the program spoke of their paths to becoming a corporate direc tor and provided many valuable tips for lawyers wishing to become members of corporate boards, including: 01. Find a mentor. Panelists emphasized the importance of fi nding someone who can be a sounding board and

Ulice Payne

Desiree Ralls-Morrison

Charles Matthews

mentor you to prepare to become a board member. 02. Get involved with nonpro fi ts and the community. Get involved out side of your law fi rm or company. By volunteering and getting to work on boards, you will meet people who are involved and expand your network, while developing board and leadership skills that are important to establishing your credentials as a future for pro fi t board member. 03. Network. In addition to volun teer involvement, network and meet people. All of the panelists spoke of fi nding their fi rst board role and the paths all involved meeting someone through networking that then helped each achieve their goals of becoming a director. 04. Develop a board resume. Di ff erent than the normal CV, this document lists your skills and ways you can help fi ll a board’s needs. Topics such as ESG, privacy and cyber, and other important areas of expertise are often needed to round out a board’s expertise. 05. Understand the role of boards. Boards play an important role in overseeing the various functions of the orga nization and holding management accountable for achieving the goals and missions of the organization.

06. Make it an aspiration but not obses sion. One panelist mentioned that one of his mentors told him that the best and most important role you can have is the one you currently have. If successful, more will follow. 07. Recognize lawyers not often on public boards. While it does happen, many organizations look to lawyers as problem solvers in the legal arena. To distinguish and make yourself attrac tive, fi nd ways to show your leadership, work ethic, and business expertise, as most organizations and your network will not see you in your day role. Highlight your skills and di ff erentiate your work experience from potential director roles. Have an elevator speech of what makes you valuable as a pro spective board member. 08. Understand the process. Many public companies today outsource to fi rms who fi nd potential board members. Reaching out and having a discussion with one of these fi rms can help you achieve your goal. 09. Be alert to organic training. Panelists discussed organic training versus that obtained via a program that bestows a certi fi cate. Many programs exist that promise to train individuals to become board-ready. Th e panelists noted that some programs can be of value, but

14 March/April 2022