Advocating for Diversity and Mentorship in the Boardroom - a podcast by BDO USA, LLP

Join BDO in discussion with Alexa King, Board of Directors at Vocera Communications and EVP, General Counsel and Corporate Secretary for FireEye.

Key Takeaways

• Change director recruiting perceptions from seeking traditional, tangible “roles” to recognizing and valuing broader skillsets, capabilities and characteristics

• Seek out sitting directors as champions and pay it forward by mentoring others

• Proactive thinking about ways to introduce more diversity to your boardrooms

Transcript

This transcript has been lightly edited for clarity.

Nicole: Hello everyone and thanks so much for joining BDO's podcast series, Getting to the Boardroom. I'm Nicole Ward Parr and in this series, I have the pleasure of hosting some of the most distinguished executives currently serving on public company boards to discuss their journeys and the paths that got them there. Today, I'd like to welcome C-Suite executive and public company board member Alexa King. Alexa has served on the board of directors of Vocera Communications Incorporated since July 2016, where she sits on the compensation committee, and chairs the nominating corporate governance committee. A frequent speaker on cybersecurity, Alexa leads the legal, stock administration, and privacy teams at the premier cybersecurity company, FireEye, as its executive vice president, general counsel, and corporate secretary. Before FireEye, Alexa was general counsel and corporate secretary of Aruba Networks, a provider of enterprise wireless networks. Alexa graduated magna cum laude from Harvard College with a degree in Eastern European studies and received her J.D. from the UC Berkeley School of Law, where she was named to the Order of the Coif. Alexa, what an impressive background. Thank you so much for being here. Welcome.

Alexa: Well thank you. It is a pleasure to be here and I'm super excited to talk about this topic. It's very near and dear to my heart.

Nicole: Wow wonderful, wonderful. Well let's jump into some of the questions then. I would love to know as you thought about board service and participating on a board that, that was going to be your next step. Tell us a little bit about this strategy or the approach that you used, and if indeed you leverage your network, how might you have done that?

Alexa: Absolutely. So, given my background and my experience, I have been in many, many boardrooms and board meetings for over 10, 15 years. At the point that I decided I would love to join the board, and so given that experience, I knew that sitting directors are often the first people called for new opportunities, frequently by people with whom they sit on other boards and the directors with whom I had worked had seen me in action and knew what I might be able to bring to the table if I were given the chance. So, my first step was to reach out to them, and I told them that I aspired to serve on a company board and asked them to please keep me in mind if they heard of any opportunities; . . . for which they felt I was suited and could add value. And then I had the same conversation with my CEO, because I knew that he was on several other boards as well and had a lot of those same types of contacts.

Nicole: Excellent, and when you approached them, were there certain pearls of wisdom if you will, or things that they shared with you in terms of preparedness or things that you might do to prepare for being on a board?

Alexa: Not specifically, they knew that I had been in enough board meetings to know how it worked. What was really heartening is that they were initially surprised. I think oftentimes corporate board members don't necessarily think of “the attorney” as someone who would be interested in sitting on a board, but once they were over their initial surprise across the board, no pun intended, all of the directors with whom I spoke were very supportive and said, wow, that's a great idea. I do think you could add value. You’ve sort of seen the movie a million times and a lot of companies could benefit from that. I'll keep you in mind and then what was really, really heartening for me is that many of them did recommend me for board opportunities and that meant a lot to me. You know that they did think highly enough of me to put their names behind me.

Nicole: Yeah, that's terrific. And that mentorship, right? That's huge and tell me a little bit about a particular champion or a mentor that really pushed for you and how they helped you attain that board role.

Alexa: Well one of the directors that I had approached, the only woman on my company's board at the time, went the extra step and she was someone that a lot of boards reach out to. I think a lot of boards at the time were interested in diversifying and looking to add qualified women, but only had a very small network for them to pull, and so they reached out to her and she went the extra step of not only saying, no, I'm really busy, but telling them that she knew someone who was very strong and could be a great add if they were willing to be flexible on what they thought they were looking for. And so, she really went to bat for me. She really talked with them about who I was, and what I could bring to the table, and why it could add value even though it was different from the profile they had initially put together. And luckily for me (and going back to the idea that oftentimes when looking for a new director, boards will draw from their network) that same board then reached out to my CEO, who knew that I was interested in joining a board, and knew what I could bring to the table, and backed me. You know, I think the lesson learned is it's a very small world and for that main reason it matters a lot that you tell people in your network what your aspirations are. Hopefully you've made a good impression on them, and that hopefully they will champion you. I believe in that very strongly. I've been a mentor throughout my career to up-and-coming attorneys, and business folks alike. It's important to do that and to pay it forward. And I will tell you once I did get appointed to the board, I did my absolute best. And of course, I would have anyway, because I wanted to show up and give it my all, but also because it was so important to me, and continues to be so important to me to reflect well on the people who were my champions and had backed me and put their names behind me. That means the world to me.

Nicole: Absolutely and you know, you said something really interesting about changing the minds or the perception of your background as it related to someone to be considered for a board role and I think that bakes into the whole idea of diversity and this has come up as I've spoken with people as a part of this series, is really rethinking that notion of diversity. It's not gender, just gender or color, but also background and that someone that doesn't have a traditional board background could actually be a wonderful value add, right? And it sounds like that was your experience.

Alexa: Absolutely and I think I benefited a lot from the fact that I had been in the boardroom with directors who had seen me in action, and I wasn't just a piece of paper to them that said, oh look, you're an attorney. There's a reason why there's a lot of lawyer jokes, and people just have a prejudice about attorneys not being business oriented, not being flexible. I mean fill in the blank. So, I was very lucky that the door opened for me and that I was able to hopefully prove that an attorney can bring a lot of value to the table, because we really sit in the middle of every other business function at our company. So, if we do our jobs right as coordinators and communicators and problem solvers, and I think once people start thinking about the general counsel role in that way, it's much easier to add to a board, and to your point, truly adds to the diversity of perspectives. In my role as chair of non-corp gov at Vocera I've spearheaded three searches and appointments in my time of new directors and diversity has always been very important to both Vocera, and the definition of diversity has evolved even over the three years that I've been there. To your point, of course gender, of course race and ethnicity, also geography, also the type of experience someone has had: What type of company. What type of industry. Vocera for example, is a medical communication company. We've got a lot of folks on the board who are from the healthcare, medical industry, but more recently we've also added folks from Silicon Valley, and other technology companies, because there was an interest in faster moving, faster growing, faster scaling experience, and so there are a lot of different ways to think about diversity, and I think it's important to be diverse in that definition, so to speak.

Nicole: Absolutely, it's so important. That's a great example, and it sounds like great work that you've done on it. That's fantastic, and so going back to, again, when you were first getting on a board, there's what we know we know, and what we know we don't know. And then there's your ability to sort of self-identify those areas of expertise or value that you uniquely can bring. So how did you do that? How did you sort of go, wow, I'm in the boardroom and it looks like I've kind of got a gap over here. Was that a process you went through?

Alexa: Absolutely, and I think it's a good process, right? I mean to your point, I think the most important thing is to know what you know, know what you don't know, and know who to ask. And, so I was lucky again, because I have seen so many board meetings before. It did help me feel comfortable walking in on the first day in terms of the process. How does a board run? What are the expectations of directors? What's the difference between a director, switching sharing duties, and an executive's daily job duties? So, I was comfortable in those areas. I was very comfortable being a cybersecurity expert and the board did ask me at my first meeting to give a cybersecurity update to them on board duties related to cybersecurity. What I did to get comfortable with the parts that I did not know, for example, the industry of Vocera is very different from my day job company industry. I took a page out of a playbook of one director I particularly admire, and what she does is she sets up meetings with all members of the executive team after she is first appointed to a new board. And I did the same so that I could hit the ground running both in terms of understanding the company's industry and business model, as well as starting to build relationships with management. And I felt that was very valuable, because by my first board meeting, I knew a little bit about how the company was run and who was running it. I thought that was great and I've continued to do that during my time at Vocera. In addition, you know one thing you have to tell yourself is: I'm not here to be the healthcare industry expert. There are other people around the table who bring that, and the best thing I can do during those conversations is listen and learn and not necessarily feel the need to add my voice, unless I've got something very valuable to say. And knowing that there are other people who have certain experience and expertise, and we've got other areas of expertise, I think it helps you be a lot more comfortable in terms of the value you add and not needing to be able to touch on every single topic.

Nicole: Great examples there. And how did you prepare before you stepped into the boardroom? It sounds like you were able to self-identify some areas, and lend expertise, and add value in different ways. Were there any classes? Any trainings that you took? Any sort of board preparedness?

Alexa: I didn't take formal trainings, because I had on the job training for over a decade. But what I did do, as I mentioned, is speak to each member of the executive team. I sat down with the CFO in particular and went over the financials, because that's not necessarily the area I was closest to. I did sit down with the general counsel and the first thing I said to him was, I am not interested in your job. I'm not interested in managing you. That is not my role as a director. I wanted him to feel very comfortable from that front and I think it was helpful, but I did that on day one. On the other hand, I can be an advocate for some of the initiatives that he's bringing forward at the board level around, for example, when GDPR was being enacted or around some other issues more recently, I think I've been able to partner with him and advocate for him in a way that maybe other board members haven't been able to. So again, I think it's getting to know the management, getting to know the business, understanding the areas you can add value. Educating yourself on the areas where you're not as knowledgeable. Another thing I would mention is that it's important to build the relationships with your fellow board members. When I joined the board, many of the board members had been on the board for several years and I would be a fool to not invite them to coffee, invite them to lunch and get to know more closely the dynamic of the board, the way the board is run, what works and what doesn't. I spent the first year having quarterly coffees with the chairman of that board and he was a great mentor to me, and really coached me in terms of how to be the most successful board director I could be for that particular board, with that particular dynamic and group of folks and I'm very grateful to him.

Nicole: Excellent and you mentioned that you've had the opportunity to bring diversity to the board and boards on which you've sat. Can you talk a little bit more about that, like what you're currently doing to facilitate further diversity on the boards with which you're involved?

Alexa: Absolutely. Well, I was very lucky, because one of the reasons Vocera reached out to me in the 1st place is because they were proactively interested in adding another woman. They already had a woman board member. They reached out to the woman who was on my board, and she in turn, turned them on to me. So Vocera already was very focused on diversity. In the time I've been on that board, as I mentioned, we added 3 new board members and so one of the things we've talked a lot about as a board is diversity of tenure, and every company will be different, but for Vocera we've really landed on, it's good to have board members in each trimester, if you will. You know, folks who are there from zero to three years, folks who are there from four to six years, and folks who are there from seven to ten years. We don't have a board limit, but that sort of feels like a nice life cycle of a board member. And I think that diversity is one that should not be overlooked, because people bring different things to the table. Depending on their tenure on the board, you know, folks who have been on the board longer bring more similarity, more longevity, more of a deeper understanding of the background, whereas a new set of eyes brings a new perspective and can be freed from some of the background, if you will. So that's been something that the Vocera board has actually been quite focused on over the last year, but as I mentioned, you know we've also thought a lot about industry experience. We don't need everyone on the board to be from Vocera's industry. In fact, it's useful to have some tech executives who for example maybe do more M&A. That's something that Vocera has done more of since I've been on the board. So, I think just really being open minded about what diversity means and how to be the strongest board we can be. That's really the name of the game is just, you know, with a diversity of opinions and outlooks we can be a stronger board and more valuable to management.

Nicole: That's just an exceptional point you've made about tenure being a part of the diversity and one that I have not heard before and I think your awareness of that and the different stages, or trimesters as you mentioned, and the value that people can add with that different perspective is huge. And speaking of expectations, I would love to get your sense, because you have had such a tenured board member, I would love to hear what your thoughts are on how boards have changed and sort of the expectations around being a board member. How they're different now than they were, say, even 10 years ago, right? And let alone if we think back to the 20th century, right? Do you have a sense of that or could you, can you weigh in on that at all?

Alexa: Yeah, I can certainly talk about what I've observed in my own experience. So, I don't say even ten, fifteen, twenty years ago, not to date myself, obviously board members were very engaged and focused on their fiduciary duties. My sense is, there's been an increased commitment to fulfilling those duties and to being as helpful to management as possible without taking on the role of management. I feel that for me, my board duties inform my day job and vice versa and it's a very important line that I draw in a board. I'm not there to run the business. I am there to help management be strategic and make the right decisions. Whereas in my day job, obviously we're there to do the operational, tactical work of running the business and so I have seen board members really focus on: What is my fiduciary duty? How do I be the best board member I can be? Take cybersecurity for example. That was not anything the board spoke of, in my experience, prior to about three or four years ago. Whereas, now more and more boards realize, this is a board level issue and are educating themselves on what is the board's fiduciary duty around cybersecurity, and how does that differ from the CFO or CEO's duty? And so there's, I think more interest in what other duties, how do I fulfill them in the right way? And how do we really support management and be the best directors we can be?

Nicole: Fair enough, would love to hear any sort of additional advice or recommendations or insights for our listeners about getting to the boardroom that you might want to share, anything I didn't ask or that I missed?

Alexa: I wish I could give you more pearls of wisdom, but I think really, the answer for me and I think for most board members now that I've had a chance to be on the other side as chair of non-corp gov is, be really clear about your aspirations, and say it out loud, and say it as often as you can to whomever will listen, because although we now have more resources and bigger pools of more diverse candidates at the end of the day, there's always going to be a backchannel. There's always going to be a network. There's always going to be people that you know and trust that you go to 1st, and so the more people in your own network that know you would like to be on a board. Do you actually have bandwidth for a board? One of the questions I often get asked is would you have bandwidth to do a second board? And I would always say, of course I do. My board work inspires me and energizes me, but that might not be what people would assume. So, my advice is, say what you want, say it out loud. Tell your network and, just try to keep asking your champions to look for opportunities for you. Keep looking for opportunities to champion others, and hopefully at the end of the day the door opens and you can walk in and do the best job you can do.

Nicole: Fantastic advice, Alexa. I can't thank you enough for sharing part of your journey and for all of the work that you're doing and the commitment that you show to bringing more diversity to the boardroom and clearly adding the value that you do. It's so important, so thank you very much and certainly wishing you well. Thank you so much for joining.

Alexa: Well, you too. Oh, thank you. It's been an absolute pleasure and I really appreciate the opportunity. Thanks, Nicole.

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