Clearhouse
Janet Hill Shares Leadership Lessons from 20 Years in the Boardroom
Publication Date: May 10, 2018

Nasdaq's Winning Women series seeks to share the insights of successful business women from inside the boardroom and C-suite.

In the first of our series on Winning Women, Caren Merrick, Nasdaq company director and entrepreneur, spoke with fellow veteran board member and expert on corporate diversity and inclusion Janet Hill. During the interview, Janet shared key insights gleaned from more than two decades of board service on high-profile public company and foundation boards, such as The Carlyle Group (Nasdaq: CG), Esquire Financial Holdings, Inc. (Nasdaq: ESQ), The Wendy's Company (Nasdaq: WEN), and the Kennedy Center for the Performing Arts.

Admit what you don't know.

Dave Thomas, the CEO of Wendy's, was successful in growing his company because he recognized early on what he didn't know. Dave was something of a mentor for me, from the time I joined the Wendy's board in 1993 until his passing in 2002. He started the company with one restaurant and by the time I joined the Wendy's board he had 2,000. Today, Wendy's has nearly 8,000 stores. I'll never forget him mentioning, in a rather offhand way, that when he went from one store to two stores he knew he needed help to manage his business. I admired that; I see it as a show of strength when someone admits they need help or don't know something. Dave was a great leader who surrounded himself with smart people who could help manage the aspects of the business he didn't know.

Boards need to diversify by adding youth and talent deeper into the C-suite.

Technology is evolving geometrically, at warp speed. And every company in the country is concerned about cybersecurity.

You can't have a boardroom full of 60 and 70-year old men and expect they will be as technologically proficient as someone who is 35 or 40. The obvious answer is to bring younger members onto boards, although corporate America has resisted this idea.

Anybody in their 20's or younger was born with a digital gene. Hand a brand-new iPhone to a 10-year-old (like my husband did with our granddaughter) and watch her set it up in minutes and then train the adults around her how to use it.

Of course, we can't put 10-year-olds on the board. But a 35-year-old is on the cusp of the digital age and many have enough significant work experience to be an asset on a board. I don't see this as an experiment: younger members would not just be there to provide a digital edge for the board. Like everyone else, they would be expected to serve on the audit committee, the comp committee, and to have a good understanding of operations.

Another prejudice that hampers boardroom composition is stacking the board with current or former CEOs. Boards have to think beyond the CEOs and COOs in the C-Suite and consider female executives who are in other positions in the C-Suite. For example, bringing on a chief information officer or a senior vice president of information technology, or chief marketing officer. They're not the CEO, but frankly they know more about IT and other topics than the CEO of their company.

Engage men to develop a solution to gender imbalance.

There aren't enough men engaged in the process of bringing women on boards, and I don't believe we should let them off the hook. But we can do a better job of leveraging their existing networks, instead of asking them to work outside of them when recruiting women and minorities.

Male executives traditionally use informal settings to search for new board members: their friends, their country clubs, their golf games, their bankers, their tennis partners. One of the reasons that many white men ultimately suggest white male candidates is because the networks they are reaching out to haven't suggested women or minorities. But that doesn't mean those networks don't know diverse candidates. Men just need to change the question they are asking when they tap their networks.

In my work consulting with companies to improve their diversity and inclusion, I would suggest to CEOs and boards that they go back to their sources and say, "You gave me the best board member when you suggested John Doe. Now, I want you to suggest to me a minority or a woman because you did such a bang-up job on that last referral." And usually, when they went back to their golf buddy or banker or former colleague with that request, they got a good recommendation for a woman or minority.

"Three women on the board" is not a magic threshold for inclusive boardroom dynamics.

I know that Harvard Business Review published study on gender imbalance in the boardroom that concluded there was a clear shift in dynamics when boards have three or more women, but I do not agree with them in this case. I have served on 12 corporate boards; on many of them I was the only woman. On the Board of Dean Foods, I'm one of two women, although I've been on that board since 1999 and during that period there were some years in which I was the only woman. I'm one of two women on the Carlyle Board. I served on the Board of Tambrands when it had 12 board members and six of us were women.

The number of women on the board has never made a difference in how I'm treated—whether I'm the only woman, or one of two, or one of three or more. I've never felt isolated or that my voice was not heard. I don't think a critical mass of three is a magic sweet spot.

And for the record, being "listened to" does not mean that every time I say something in the boardroom, the company follows my direction. Every collaborative and collegial board is going to have disagreements. In fact, the board is advantaged by having different opinions and different approaches on how to achieve success for the company.

That said, I do believe boards need far more women. There are enough women in the pipeline ready and able to serve.

Front line employees are a valuable resource for board members.

Board members should have (or make) the opportunity to meet employees who are on the front lines of customer service. When I served on the board of Sprint, we had a number of call centers around the country. People working in call centers had the first line of contact with our customers. I made a point to visit Sprint call centers wherever I was traveling and meet those folks.

I would usually ask them two questions. One icebreaker question: "What is your favorite football team?" I was a Cowboy fan, so I could tease them about their team if it wasn't the Cowboys. The other question was "What are the most common questions you get from customers?" I found a lot of useful information to take back to the Sprint board by talking to front line employees who had direct contact with Sprint customers.

New board members should ask questions: the answers can be illuminating to the entire board.

Board members can add value from day one, even if they don't yet know all the nuances of the business or the industry, just by asking questions to educate themselves.

I learned this when I joined the board of a tech operation back in 1999 and I was thrown into the audit committee, although I'm not a typical audit committee member. I felt lost at the end of the first audit committee meeting, so I asked the CFO to annotate the financials to help me better understand what kind of accounting principles were used to put together the balance sheet.

With the exception of cash, almost every item on the balance sheet turned out to be an estimate based on certain principles of accounting. When the CFO presented that annotated balance sheet at the second audit committee meeting, the other committee members were shocked to see certain items on the balance sheet were estimates and not a firm fact figure. These were experienced financial professionals; many were former CFOs and one member was the CEO of his own company.

Ultimately, we spent a great deal of time in my second audit committee meeting going over that balance sheet. It turned out to be extremely illustrative for the entire audit committee. And this happened because I was not afraid to say (in front of the rest of the board), "I need an annotated balance sheet in order to better understand how you prepare the materials for this meeting".

Extend the benefit of the doubt to people you don't know.

When I left a very segregated New Orleans in 1965 to attend college at Wellesley I had never met anyone white until I walked on the campus. When I called home expressing doubt that Wellesley was the right place for me, my mother gave me very important and prescient advice: "Extend the benefit of the doubt to people you don't know." Her advice changed my life (I stayed at Wellesley) and as it turns out the advice endures. It certainly can be used in the context of on boarding new directors in the boardroom, especially if an all-male, all-white board is welcoming their first minority or female director. Both sides should extend the benefit of the doubt.

In terms of recruiting new members, we can give the benefit of the doubt by not using the word "qualified" as a qualifier when vetting women and minority candidates. Let's stop saying "We could use a few qualified women on this board." I personally never use this word. No one ever says, "We could use a few qualified white males." There's an assumption that if the candidate is a white male he's qualified.

As chair of the governance committee on the Dean Foods board, it's an insult to me to suggest that I would damage the company by bringing an unqualified person, including an unqualified white male, onto the board. Every time I say women, it goes without saying I mean women who are qualified.


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Janet Hill has served as Principal at Hill Family Advisors since 2008, where she oversees her family's assets and investments. She is currently a director of The Carlyle Group (Nasdaq: CG), Dean Foods, Inc., Echo360, Inc., Esquire Financial Holdings, Inc. (Nasdaq: ESQ) , and Green4U Technologies, Inc. Ms. Hill previously served on the boards of Houghton Mifflin Company; Sprint Nextel Corporation; Tambrands, Inc.; and The Wendy's Company, Inc. (Nasdaq: WEN). She also serves on the Board of Trustees at Duke University, the John F. Kennedy Center for the Performing Arts, the Knight Commission on Intercollegiate Athletics, and the Wolf Trap Foundation.

Caren Merrick is the CEO of Caren Merrick & Co. Previously, she was founder and CEO of Pocket Mentor, a mobile application and digital publishing company that provides leadership development and career advancement. Caren currently serves on the boards of The Gladstone Companies (Nasdaq: GAIN, GLAD, GOOD, LAND) and the Metropolitan Washington Airports Authority. She is also a co-founder and former Executive Vice President of webMethods, Inc., a business-to-business enterprise software solution, which went public on Nasdaq before being acquired.