The Business of Becoming a Director

Virtual  |  February 9, 2023  |  9:30 AM - 10:45 AM CST

Our panel, “The Business of Being a Director,” provided an in-depth overview of what it means to serve on a corporate board. Panelists, including experts in governance, law, executive search, and compensation, shared perspectives on board responsibilities, fiduciary duties, compensation structures, and how to secure board seats. Emphasis was placed on understanding the time commitment, risks, and due diligence required to be an effective director. The discussion also highlighted the importance of diversity, board dynamics, and aligning motivations with the real responsibilities of board service.

Key Topics Covered

• Director Motivation: Why individuals pursue board service, including learning, leadership, and governance impact.
• Fiduciary Responsibilities: Legal duties of care, loyalty, and oversight, including evolving case law.
• Board Risk and Liability: D&O insurance, indemnification, and red flags when evaluating a board seat.
• Compensation Models: Cash vs. equity, public vs. private company differences, and ownership expectations.
• Board Dynamics and Culture: Importance of trust, collaboration, and shared values within the boardroom.
• Pathways to the Boardroom: How candidates are selected—through search firms, networks, or board referrals.
• Diversity and Inclusion: The growing role of diversity in board recruitment and how to assess authenticity of board commitment.

Key Takeaways

• Do it for the Right Reasons: Choose board service to contribute, learn, and lead—not for compensation.
• Understand the Risks: Board roles come with legal, reputational, and time commitments—do your due diligence.
• Evaluate the Board Carefully: Assess culture, dynamics, and alignment with the CEO and fellow directors.
• Compensation Varies Widely: Know what to expect based on company type and structure—equity isn’t always liquid or valuable.
• Networking Must Be Strategic: Offer value, build real relationships, and maintain a reputation for professionalism.
• Craft a Compelling Board Bio: Focus on board-relevant experience and clearly articulate your fit and value.
• Diversity Is Non-Negotiable: Boards are seeking diversity, but candidates should assess whether the board walks the talk.

Program Videos

View the complete program playlist, including the following video clips:

• The Importance of Knowing Your "Why"
• What Being a Board Director Entails
• Compensation for Board Directors
• The Best Way to Find a Board Seat

Program Resources

• 2023 Governance Outlook
• NACD Director FAQ - Finding Your Next Board Seat
• Get Out the Map: The Journey to Your First Board Seat
• Boards Need to Think Differently and Be More Intentional About Board Diversity

Panelists

Managing Partner, Meridian Compensation Partners, LLC; Director, Bixby Family Foundation

David Bixby

David has over 20 years of compensation consulting experience with an emphasis on the assessment and design of executive and director pay programs, compensation strategy and philosophy, pay and performance alignment, and corporate governance...

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Director, Columbia Forest Products, Human Active Technology, NACD Texas TriCities Chapter

Kris Manos

Kris Manos is an active director of public, private, and employee-owned companies. Kris acts as a catalyst for the boards on which she serves -- implementing best practices, bringing a diverse perspective, developing a curious culture, and overseeing organizational change; all to ensure the business is successful and the board fulfills its responsibilities to its stakeholders...

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Managing Director, Russell Reynolds Associates; Director, French-American Chamber of Commerce, The Health Museum, Central Houston, and NACD Texas TriCities Chapter

Stephen Newton

Stephen Newton is the Managing Director and Practice Leader for Russell Reynolds Associates’  and is also a member of the CEO/Board Practice. He has successfully completed searches for managing directors, presidents, CEOs, COOs, and board members for prestigious organizations...

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Partner, Vice Chair Global M&A Practice, Baker Botts LLP; Director, Houston Bar Foundation, NACD Texas TriCities Chapter

Travis Wofford

Travis Wofford is a member of the Board of Directors for the NACD Texas TriCities Chapter and serves as the Houston Membership Committee Co-Chair. Since 2023, he has served as a board director for Lone Star Legal Aid...

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