Empowering female corporate leaders

More about the podcast

• Madam Chair’s main goal to provide a safe, off-the-record environment where these women can exchange information and share their experiences.
• Emphasis on the importance of a confidential and candid setting for building strong relationships and navigating the complexities of their roles.
• The unique challenges board leaders face, such as increased personal accountability, public scrutiny, and the need to maintain a system of checks and balances.

Please see below for a transcript for this episode:

Intro: 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 field 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.

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, Meghan Day, strategy leader here at Diligent. Megan, how are you today?

Meghan Day: Great, Dottie, always happy to be in the presence of another governance geek.

Dottie Schindlinger: Well, you know, speaking of governance geekdom, Meghan, I, I thought it would be really good for us to take a little bit time to go back and talk about a report 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 look back at the practices of the 200 large cap US corporations that they work with. And, you know, this report had some interesting and juicy stuff in this, Meghan. I don't know if you got a chance to look at it, but 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 for 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.

Meghan 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 fundamental shift in a lot of governance thinking over the last 10-15 years that makes us 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.

Dottie Schindlinger: I think that's right, Meghan, 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 a 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. Positive, some negative in terms of whether 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.

Meghan 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. 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, uh, you know, diversity requirements and whatnot. But, you know, there's much more of a, 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.

Dottie Schindlinger: Yeah, I think that's right. All right, 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 Meghan that used to sound old to me and you know, it doesn't 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, um, you know, what, what, what are your thoughts there about the mandatory retirement age?

Meghan Day: I’m not opening that can of worms up. 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 moved past that, you know, that value add.

Dottie Schindlinger: Well, listen, there's a lot more in this report that people should check out, and, and especially as it kind of relates to um the guest that we had today where we talked about, you know, the journey to becoming a board chair. I think it would be 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 useful stuff. Definitely recommend that you download that. We will post that on the podcast page as well. And 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 at sbricker@meridiancp.com, and I'm sure he'd be happy to engage with you and answer your questions about the report.

Meghan 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 Syrett, 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.

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.

Dottie Schindlinger: Joining us on the corporate director podcast today is Alicia Syrett, an experienced public and private company director. Alicia is the founder of Madam Chair, a collaborative group of 250+ female chairs and lead directors of publicly traded companies. Alicia, welcome to the show.

Alicia Syrett: Thanks for having me. I'm excited to be here. Thanks.

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.

Alicia Syrett: Sure. So, a brief background story is that I started my career in finance, investment banking, hedge funds. I moved over more to the operation side of hedge funds, recruiting, and then running administration. And then I became the first employee and CAO 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 spend 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, you know, 4 or 5 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 mail chimp, you know, every, everything that you needed to do to kind of run the group, and it's been 4 years now and it's been a fantastic journey and that's how Madam Chair started and that's where it is now.

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?

Alicia Syrett: 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 a lead director and then reaching out to them directly. The women are from all over. They're different geographies, market caps, industries. We have huge names, smaller names, you name it, and, and I never share the master list, but there's some wonderful people in there. It's just been invite only, although I will say now that the group has been around for 4 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 how I do it now.

Dottie Schindlinger: What are some of the things that the group has in common? I mean, 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.

Alicia Syrett: 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, the group is set up is I never record the sessions, everything is always off the record, so it creates a very candid and intimate environment. And the topics really range, you know, I have a lot of big name speakers come in, so we may have an activist like Jeff 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 or 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.

Dottie Schindlinger: Are there particular things going forward for this group that you think are going to be really important? I, 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?

Alicia Syrett: First of all, the, the topics definitely are pertinent to the time, so I'm thinking back to right after the election, we had a very prominent geopolitical analyst 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, a CEO of a crisis communications company coming in because I think this is an 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.

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.

Alicia Syrett: Yeah, that's fantastic.

Dottie Schindlinger: 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?

Alicia Syrett: 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, 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 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, OK, 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? What do you save? What do you not save? And so I think that a lot of times people are kind of doing the, the best 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, OK, I actually think that like this might be a little bit of a better way to do it, and then become better at that role and have better governance practices or, better processes in their board just because, you know, sometimes you just don't know what you don't know, and this forum gives people a chance to share that kind of information in a very trusted confidential setting.

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 not as much on how to be a good board chair other than to say everyone agrees it's an incredibly important role. So, are there, are there particular things that you've learned over the four years working with this 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?

Alicia Syrett: 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. 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 a such an inspiration in in my life, and they've been so supportive of this group the whole time and just supportive of each other, that’s probably my biggest takeaway is that I don't know 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, yeah, no, it, it really became a very strong community and I just love working with the women on so many different fronts.

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, and so is the role of the board chair. And what, what are some of your big sort of aha moments about the way the board chair role has changed in the last few years?

Alicia Syrett: Well, I 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, people from the from the investor community can look to the board or the company and say, OK. 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. I think 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 the primary focus is always got to be maintained by the chair, by the, you know, by the lead director and maintaining that system of checks and balances with the board, with the CEO, like all of that kind of comes backwards like the buck stops here with the chair, with the lead.

Dottie Schindlinger: That's, really terrific. Well, before we, we pivot our, our conversation here, I'd love to just ask you some best and final advice that you would give to anyone who's aspiring to a board leadership position. Now, what's the best way for them to kind of reach out and get that chair position of that lead director position?

Alicia Syrett: 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 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 in the news is probably not done in the kind of the most positive way and so it, it essentially gives you a list of things not to do, right? So, it's following the news and saying OK, this chair didn't meet with the shareholder or this person, you know, changed the metrics for the company or this pay for performance was highlighted as not being good and so really understanding like, OK, well, you know, why were these things wrong? How could I avoid those mistakes going forward? And, and the final thing I would say, and this is something I've 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 that are not displayed in 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 um independence, whatever that case is like. I would always think like, what if, all of this were to become public and how can we possibly deal with these issues now so 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 the outside parties are probably more aware of them. Then you'd like, and it's certainly not going to get better when they do become public, and if you are chair, it's the buck stops here. And so that's what I would think about is like, how can you be really proactive with a lot of these issues that may not be public yet.

Dottie Schindlinger: That is some really, great advice. Well, listen, Alicia, before we let you go, there's 3 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?

Alicia Syrett: 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, but they are also being held to account with more things, and so I was thinking about this from a couple of angles. One, I think about the activist angle, right? You have activists now that are putting out podcasts, they're publishing press releases, you know, presentations, they're setting up websites to get feedback from people from all over the world on what people think is wrong with the company. There's glass door and message boards calling people out and so I think that's a higher level of accountability because everyone is voicing their opinions all the time. And then recently I saw this software company Bod Alpha, I'm not sure if you're familiar with it, but basically what it does is it rates each director inside the company based on the company, based on that individual director's TSR. So, it's like, OK, you joined the company a year ago and now the stock is down 50%, like how can you explain that record? So that's a very personal level of accountability and you can go into and say, OK, 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 if the activists 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, which directors sold stock and were there immediate resignations, like that is a very gran level of, information, you know, 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 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.

Dottie Schindlinger: Being a director, not for the faint of heart. Alicia, what was the last thing that you read or watched or listened to that made you think about governance in a new light?

Alicia Syrett: 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, and one of the points he makes of the ones who think they are eventually led to self-destruction. And it's just fascinating reading through cause he kind of outlines major issues around arrogance or invincibility, omniscience, invulnerability. And, 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 humility is really like one of the most important things to have with um 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, and 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, fascinating thinking about that kind of personality and the dos and don'ts. So I'll, I'll leave you with that.

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?

Alicia Syrett: So I don't know if I can say this, but I have a 5 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, 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 you know, 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, so it's my daughter, it's my 5 year old.

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.

Alicia Syrett: Thank you so much for having me, Dottie. I appreciate it.

Dottie Schindlinger: We've been joined today by Alicia Syrett, an experienced public and private company director and the founder of Madam Chair. Thank you so much for joining us on the show.

Meghan 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 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?

Dottie Schindlinger: Seriously, well, it is really interesting, Meghan. I was so glad to get to know Alicia. I really didn't know anything about Madam Chair, and quite frankly that's not surprising, right? It's kind of a little bit more formal now, but it started as an informal network of board chairs who all happened 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, 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, off the record and you can get some peer support and talk about the things that you're dealing with. I know Alicia has shared with me in her various board roles that she's dealt with some challenging stuff at times. And so, having a chorus of people that she can go to and say, Has anybody ever experienced this before? It's incredibly valuable.

Meghan Day: Definitely. And that's definitely some of the stuff that we like to facilitate at Diligent, as well.

Dottie Schindlinger: Well, Meghan, 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 Syrett, podcast producers Kira Cicarelli, Steve Clayton, 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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