Meet Eight New Board Members
from September/October 2008
by Lois Gilman
John B. Nathman
When John B. Nathman, now 60, retired as commander of U.S. Fleet Forces Command after 37 years in the Navy, the four-star admiral and aviator (and go-cart enthusiast) wanted to stretch his wings. So when a recruiter from search firm Spencer Stuart came knocking at his door, Nathman was intrigued. “I don’t want to be that old Navy guy,” he says. “I want to try something different.”
Spencer Stuart had come on behalf of Curtiss-Wright Corp., a Roseland, New Jersey, company whose business includes designing and manufacturing high-tech products in the defense, commercial aerospace, and energy industries. Curtiss-Wright has a long history of making parts for Navy aircraft—and indeed, the board seat was being vacated by another former admiral, James B. Busey IV, who was reaching the company’s mandatory retirement age of 75. Even so, insists Nathman, “I don’t think Curtiss-Wright hired me for my Rolodex—not in the sense that I could be making a phone call—but for my perspective, having a sense of how big systems work.”
Before he signed on in February, Nathman set out to learn more about the company, visiting a California plant that produces crankshafts for Formula One racing cars and a Pittsburgh nuclear plant. Meeting with top management and directors left him with a “wonderful sense of commitment and integrity, as well as a sense of where the company wanted to go,” he says. “They had a strategic plan, and I was able to see a philosophy inside the company.”
Nathman’s next port of call: the business school at Duke University and a weeklong director course. He’s up for it. “The other directors are very professionally crisp and rigorous in how they treat a subject. I see a strong independence on the board, and a critical eye that keeps the CEO and officers on track. I see a company that’s on course.”
—Lois Gilman
Janu Sivanesan
During the courtship period before Janu Sivanesan signed on as a director of Hurco, a maker of interactive computer controls and software, some of the Indianapolis outfit’s board members asked her whether shifting to an oversight role from her job as a corporate finance lawyer on the front lines would be a problem. Not at all. “That was actually attractive to me, this ability to play a different role from the one I play day to day in my law partnership,” she says. And based on the board meetings she’s attended so far, she finds the new perspective “very energizing.”
A 1995 cum laude graduate of Case Western Reserve University School of Law, Sivanesan, 36, has worked on a number of cross-border transactions in India, including some that involved setting up manufacturing relationships and joint venture agreements. “I think my new colleagues at Hurco thought this expertise would be helpful,” Sivanesan says. That they did. In fact, her overseas expertise was very much what grabbed their attention. Sivanesan was recruited by a veteran Hurco director, Richard Niner, 68, a general partner at Wind River Associates, a private investment firm and onetime client.
Sivanesan admits to a “very personal” goal of staying connected to India—most of her family, excluding her parents, still lives there. She also looks forward to being able to “help the Indian markets and Indian businesspeople” as a byproduct of helping Hurco navigate its expansion strategy. Meanwhile, she says, “the company obviously has to identify talent to build out that effort, and I would hope to be helpful there as well.”
—Randy Myers
Hala Moddelmog
Hala Moddelmog, 52, who became a director of the temporary-staffing health-care company AMN Healthcare in February, has long groomed herself for board service. She took part in a women’s director-development program at the Kellogg School of Management in 2005. That year she also attended the Directors’ College at the University of Georgia business school, and in 2006 earned a certificate in director education from the NACD Corporate Directors Institute. “I take best practices very seriously,” she says. In fact, one of her reasons for joining the AMN board was that it presented an opportunity to further her own education: “There is so much to learn from a publicly traded board.” Before joining Susan G. Komen for the Cure, a Dallas nonprofit that has invested $1 billion in breast-cancer research, Moddelmog was president of Church’s Chicken and CEO of Catalytic Ventures, an Atlanta private equity firm.
A friendship between the chair of Catalytic’s nominating committee and a Susan G. Komen board member led to Moddelmog’s recruitment. Before accepting, she says, “I conducted my own due diligence. You dig into the numbers and the public data that’s available, talk with people in the industry, and get to know others on the board.” She met with the directors several times and traveled to San Diego to get acquainted with top managers. The fit felt right. So did the company’s mission. “I liked what AMN does—it’s important.” So too, she says, is having more female directors: “There are so many phenomenally talented women, and still too few women on boards.”
—Lois Gilman
Jeff Lawrence
When Jeff Lawrence, 50, heard from his former colleague Mark Harrington last winter, it was to be asked to consider joining the board of Guidance Software, a Pasadena, California, company that specializes in electronic discovery, programming used by law firms to search for possible evidence buried in e-mail, for example. “I wasn’t looking for board service,” says Lawrence. “It kind of came from nowhere.”
He and Harrington had met in 1997 at communications-software company Trillium Digital Systems, which Lawrence had founded and where Harrington worked as an attorney. They moved on to Intel together in 2002, after it acquired the company for $300 million. The two then went separate ways, Lawrence to help start another company, Common Grant Application, which connects grant donors and applicants, and Harrington to Guidance Software, where he is now general counsel. They kept in sporadic touch.
Before accepting the board invitation at Guidance, Lawrence asked a number of people about serving as a director, including his financial advisers, who examined analyst reports, and several attorneys he’d worked with at Trillium. One person questioned why he wanted to take on the legal liability. His answer: “Board service isn’t really a risk. Anything in life is going to be a risk. I consider risk to be a non-issue.”
Lawrence believes the Guidance board will draw on his extensive software and hardware experience, as well as his entrepreneurial and operational expertise. “Trillium was really geeks,” he says. And now he’s ready to help another geek company grow.
—Lois Gilman
Judy Brown
Recruiter Thomas Kolder of Crist/Kolder Associates has heard a variety of reasons why people won’t say yes to a board seat—including this one: “I’m pregnant.” That’s what Judy Brown said in the summer of 2007 when he called her with a suggestion that she join the board of Belden Inc., a St. Louis company that makes specialty wire and cable products used in data networking.
That wasn’t the same as saying no, of course. “Are you willing to wait?” she asked. Belden was. As chief financial officer of pharmaceuticals manufacturer Perrigo Co., Brown, now 40, had the financial skills Belden wanted for its audit committee. Not too long after that phone call, she met with three key Belden people at Chicago’s O’Hare airport: non-executive chairman Bryan C. Cressey, 58, a partner at Thoma Cressey Bravo, a private equity firm; CEO John Stroup, 42; and outside director Bernard G. Rethore, 66, chairman emeritus of valve and pump maker Flowserve Corp. and head of Belden’s audit committee. Brown later took part in a series of phone calls with others whom she’d work with if she joined the board and its audit committee. They included Belden’s CFO, general counsel, and external auditor. “There was a two-way feeling that it really clicked,” she says. She joined the board in February, three months after the birth of her son, her second child. The wait hadn’t been that long.
Brown had known that she was on recruiters’ radar. “I’m younger and female,” she says, “and a CFO with international experience.” Fluent in German and Italian, she’d lived abroad for 10 years. Brown had gotten a few calls before Belden made its pass but “screened most of them out. I was going to wait a little longer,” she says. “I view board membership as a lifetime commitment. It’s like a marriage. When the right fit comes, you take it.”
—Lois Gilman
Rebecca M. Bergman
An out-of-the-blue phone call last winter answered Rebecca M. Bergman’s long-held hope that someday “the opportunity to serve on a public board would arise.” On the other end of the line was David M. Harvey, chairman of Sigma-Aldrich Corp., a St. Louis-based manufacturer of bio- and organic-chemical products. Nobody’s saying how he got her name.
“I was interested in having further conversations. I’m a chemical engineer, and they’re a chemical company. I felt that intellectually I was in an adjacent space,” says Bergman, 52. Still, “because I’m a scientist, I went into fact-gathering and exploration,” treating the discovery process as if she were analyzing a potential investment and asking, “What is the company? What do they do? How does it work? What are its financials?” Bergman also visited the company’s headquarters to meet key personnel and tour the local facility. Her conclusion: Her potential contribution to Sigma-Aldrich and what she could learn from serving on its board added up to a win-win situation.
Like all of Sigma-Aldrich’s new directors, Bergman was immediately put on the audit committee: “They believe that gives you a wide-ranging view of the company and its financials.” Board service itself, she adds, affords her the exciting chance “to see a company I have great respect for from the inside out. This is a great opportunity for me to see best practices at work.”
—Lois Gilman
Greg Monahan
Greg Monahan, 35, made his way to the O’Charley’s board in March as a representative of Crescendo Partners, a New York City hedge fund with a 12% stake in the 364-location restaurant chain based in Nashville. “Our goal as a big shareholder is to maximize the value of the stock,” says Monahan. “We go on the board and look to improve the value of the stock. We believe that is what all shareholders want, and we believe we represent all the shareholders.”
Although this is Monahan’s first directorship, he’s been an “observer” in other boardrooms, among them that of digital-imaging company Dalsa Corp. in Waterloo, Canada, where Crescendo invested and pushed for board influence. Monahan did some of his own observing before the fund bought into O’Charley’s, visiting restaurants and chatting with customers and employees. “My day job before going on the board was to get to know the company,” he says—which he did, concluding that Crescendo should invest in it.
Before long he’ll take a director-education course, in keeping with O’Charley’s requirement that every member of the board complete eight hours of continuing education annually. All this should give him and Crescendo’s two other board reps “the ability to influence the company both operationally and strategically, to allow our investments to go up in value and to help the company maximize its value.”
—Lois Gilman
Leslie Murphy
Leslie Murphy, 57, got frequent invitations to join a board over the years—and just as frequently turned them down. She had to, since Plante & Moran, an accounting and business advisory firm in Southfield, Michigan, where she was a partner, banned such service because of concerns over potential conflicts of interest. Partly for that reason, she quit her full-time job at the firm in late 2007, arranged to stay on as a consultant, and began to look for board opportunities. One of those who took note of her planned career change was a fellow member of the Detroit Athletic Club, Daniel Lis, general counsel and corporate secretary of temporary-staffing provider Kelly Services Inc. He was putting together a bunch of potential directors’ résumés and added Murphy as a candidate. Before she could do any interviews, however, she had to sever her consulting agreement with her former employer; it turned out that the firm audits Kelly’s pension plan. The gamble paid off. The Troy, Michigan, company liked what it saw, and Murphy joined its board in February.
She is not exactly a newcomer to corporate governance. “I have a lot of very valuable background from the perspective of a financial expert,” she says. “My skills will complement those of the other directors.” And maybe not only at Kelly Services. Murphy now has the time and appetite to join other boards too. “They have to be the right ones,” she says, “and such that I can make a meaningful contribution. I’m very careful. I don’t want to be overcommitted.”
—Lois Gilman
