I'm Glad You Didn't Take It Personally
from November/December 2006
Has your performance as a director ever been questioned by a CEO or fellow director?
Just about everybody reports being challenged by a CEO, with the notable exception of one man. Oh, yes—he heads the compensation committee.
Absolutely. I’m CEO on my own board, so I get criticisms all the time. I like to think most of them are constructive criticisms. That makes for good communications, not bad. Have I disagreed with that criticism from time to time? Sure. And I’ve said that I respectfully take exception to it. I say why or I say, “I’ll get back to you on that so you can understand better what I’m talking about.” When you’re CEO, you’re in the hot seat. If everyone’s telling you everything’s great, they’re not telling you the truth.
Russell Huffer, 57
Chairman and CEO, Apogee Enterprises, Minneapolis
Hutchinson Technology
No—I’m the chair of the compensation committee!
Peter D. Crist, 54
Chairman, Crist Associates, Hinsdale, Illinois
Wintrust Financial
Yes, I have been questioned by a CEO. I responded by holding my ground, and that particular CEO was eventually terminated from the company. As a member of the board, I take a singular focus, and that is to represent all shareholders of the company. I’m not easily swayed by emotional presentations, only factual ones.
David Brodsky, 69
Private Investor, Newport, Rhode Island
Harris Interactive, Southern Union Co.
My performance was questioned by a CEO. And at the time I didn’t respond, because I was privy to information that he wasn’t privy to. I couldn’t respond without violating a trust, and I chose to ride it out and honor that trust instead of defending myself against the CEO. It was the right decision. A hard decision, but the right one.
John B. Bohle, 63
Managing Partner, John B. Bohle & Partners, Sherman Oaks, California
Aztar Corp.
Oh sure, my opinions have been questioned. As a director, or a senior manager, all the yes-and-no questions have been answered before they get to your desk. So you’re dealing with things that require judgment—which is a fancy word for opinion. And everyone has their own experiences to develop their own opinions. If there’s a director who has not had an opinion questioned or challenged, then either there are a lot of clones on the board or the directors are not being forthcoming in sharing their judgment with each other. It’s debate that creates a better solution.
Gary M. Pfeiffer, 56
Senior Vice President, DuPont, Wilmington, Delaware
Quest Diagnostics, Talbots
Are there more disagreements in boardrooms than there were three or four years ago? If so, on what subjects? If not, why?
Sure there are. You agree that, as one board member says, "homogeneous boards are a thing of the past." And that's not bad.
I think there are a lot more disagreements. It used to be, generally speaking, that the chairman and president would lecture the board, the board members would all agree, and you’d all have lunch. Now board members are pushing back and telling management, “I don’t understand this, it doesn’t make sense, I want to have a full review, I want an outside consultant.” There is no longer anyone looking at a CEO and saying, “You’re God and I’ll listen to anything you say.”
Marshall S. Geller, 67
Senior Managing Director, St. Cloud Capital LLC, Los Angeles
Blue Holdings, 1st Century Bank, GP Strategies Corp., National Holdings, SCPIE Holdings, ValueVision Media
Absolutely. There is far more disagreement with the auditors just on the issue of responsibility: Who’s responsible for certain financial details?
Robert J. Skandalaris, 53
Principal and Managing Director, Quantum Value Management LLC, Bloomfield Hills, Michigan
Ltd Oakmont Acquisition Corp., Noble International
There’s a greater willingness to ask questions. And directors are less impatient when there are a lot of questions. Instead of thinking, “This person is taking up a lot of time, and I’ve got to catch a plane,” now there’s no great hurry to end the meeting.
Marilyn R. Seymann, 63
Associate Dean, Sandra Day O’Connor College of Law, Arizona State University, Tempe
Maximus Inc.
There are probably more disagreements on boards today, and certainly much more debate and discussion. I see this as positive, since it demonstrates that the board is engaged. I have witnessed vigorous discussions on such issues as strategy, compensation, and the evaluation of the CEO. I expect that in the future I’ll see more, not less, debate, which I find encouraging.
Philip A. Odeen, 71
Chairman, Reynolds & Reynolds Co., Kettering, Ohio
AES Corp., Avaya Inc., Convergys Corp., Northrop Grumman
I can tell you that there are now a lot of robust discussions in my boardrooms. Board members are not shy about voicing their opinions. If everybody is not on the same page, we continue the discussions until we reach a consensus. That makes the solution you’ve arrived at that much stronger. Homogeneous boards are a thing of the past, and debating in the boardroom to get as many different perspectives as possible is extremely healthy.
J. Terry Strange, 62
Former Vice Chairman, KPMG, Houston
BearingPoint Inc., Compass Bancshares, Group 1 Automotive, Newfield Exploration, New Jersey Resources
