A good number of attorneys aspire to holding a seat in a corporate boardroom—specifically, as a board member, rather than in the role of corporate General Counsel or as outside legal counsel. But seeing lawyers selected as corporate board directors has been fairly rare, precisely because that legal knowledge is available to the board via the GC or outside counsel.
While legal training unquestionably develops skillsets that are valuable in the boardroom, experience shows that those attorneys who win board seats tend to do so when their business expertise or sector knowledge intersects with a corporate board need.
We posed two questions to two long-time director/lawyers. Should corporations want to recruit lawyers to their boardroom? Do boards recruit lawyers? The answers were yes, and no, respectively. Both women developed their business skills while working in the federal government. Both are advocates of board diversity.
Jamie Gorelick currently serves on the boards of Amazon and Verisign. She says, “I think there will be times when a lawyer is the right fit for a board, particularly if the company has had real compliance or regulatory issues, and the like. You asked whether boards shy away from adding lawyers because they have a general counsel and don’t want two sources of legal advice. My view is this: We don’t disqualify former heads of accounting firms from boards because their skillsets would overlap with those of the CFO, so I don’t think that you disqualify a lawyer. But boards aren’t seeking a lawyer on the board for his or her legal advice. Rather, a lawyer can bring many skills to the board.”
Leslie Thornton serves on the boards of Perdoceo Education and Southwest Gas Holdings. She shares that same point of view, “You have to bring something else to the table. It could be regulatory experience, M&A experience, some skillset that is consistent with what the board needs or may need in the future. I still don’t see companies saying as their criteria, let’s look for a lawyer.”
Thornton was tapped for her first corporate board seat in 2005. “I was a partner at a law firm. Perdoceo had no interest in the fact that I was a woman, or that I was black, or that I was a lawyer. I won that board seat in spite of being a lawyer.” What Perdoceo did want was Thornton’s experience in higher education. She had served as Chief of Staff to U.S. Secretary of Education Richard Riley, during the Clinton Administration, while also leading the agency’s approval process for Title 4 funding for schools. A board compliance committee was established, and Thornton named as chair.
Similarly, Jamie Gorelick, U.S. Deputy Attorney General in the Clinton Administration, was tapped in 2000 for her first corporate board seat with United Technologies Corp., with a clear nod to Gorelick’s prior experience as General Counsel to the U.S. Dept. of Defense and Deputy Attorney General of the United States. Gorelick says, “I am a lawyer, but I also am a former government executive with expertise in areas that were important to that company.” Two years later, Gorelick joined the board of Schlumberger Ltd.
Speaking of the skillsets and knowledge she most frequently taps in the boardroom, Gorelick says, “It is partly my sector expertise, but more importantly, it is the ability to see issues that could be of public policy, regulatory, enforcement, or governance interest in Washington and other capitols. Also, the protection of the brand, the reputation of the company, and the role of the company as a good citizen, are prominent in boardroom conversations and have been for decades.”
After gaining cybersecurity experience in a GC role, Thornton earned an LLM in national security and cyber law. She now serves as the cyber leader on both of her boards.
Business experiences aside, many attributes of the legal mindset are undeniably advantageous in the boardroom, including critical thinking, issue-spotting, problem solving even with incomplete information, and acting as a consensus builder. Thornton adds, “One complaint you hear is that attorneys are by nature risk averse. They are also very good at identifying and managing risk, which is part of what board members are charged to do. Enterprise risk management is something every company is trying to get right.”
On the topic of board composition, Gorelick, who chairs Amazon’s Nominating and Governance committee, says, “We have diversified our board considerably. We have younger members, half of the board is women, 20% are persons of color (or were, until a recent departure). I think it is very important to have people with different perspectives, including but not limited to gender and race. When you consider the need for sector expertise, gender, race, age, geography, it is hard to achieve all of that in a 10-person board. I would not be in favor of enlarging the board to cover all of these bases comprehensively. In a larger board, it is difficult to have the kind of collaborative conversation that you want to have in a boardroom. I would rather try to achieve as much as you can in the way of diversity of all sorts, with the numbers that we have.”
Currently, public interest in and pressure for increased diversity on corporate boards is coming to bear. More than a dozen states are contemplating or have passed legislation addressing board diversity, including gender diversity. Proxy advisors and institutional investors have also adopted and publicized diversity standards. If boards develop a greater interest in business leaders that also are lawyers, that might tip the scales toward more women board directors, as about a third of the S&P 500 GCs are women.
There is an ample supply of women lawyers with business skillsets that should be valued by boards. There is no need to sacrifice quality, just a need to look a little harder, as these women might not be sitting in the Fortune 50. They are there, for those who know where to find talent.