Repko was recused from early discussions of the sale because of Covance's ownership stake—it would have been a conflict of interest. After the deal was approved by a smaller group of BioClinica directors, however, he joined weekly discussions to map out how the transaction would unfold. "There was a shareholder lawsuit and everything," he says. (The suit was dismissed.) "Now I can say I have that experience behind me."
Phillips, meanwhile, oversaw the hiring of a CEO when Wick Communications' top executive left. While on the Apria board, Yazdi went through the due diligence process of an acquisition. Apria's board also explored different ways to finance a major transaction. "You bring back ideas for the CFO or CEO on some of the best practices out there," she says.
Your First Board Seat
There's no one right way to find your first board seat. Linda Goodspeed, former CIO of ServiceMaster, Nissan and Lennox International, got her first directorship through a recruiter. So did Kroger CIO Chris Hjelm. Steve Phillips, CIO of Avnet, and Mahvash Yazdi, former CIO of Edison International, got theirs through networking. Some CIO board appointments are strategic placements by the CIO's own company. Wal-Mart CIO Karenann Terrell, for example, was appointed to the board of Yihaodian, an online grocery store in China of which Wal-Mart is majority owner.
Although boards know they need more technology expertise, seats for CIOs are scarce, says Peter Gleason, CFO and managing director of the National Association for Corporate Directors. Dual forces of digital disruption and embarrassing security problems are forcing boards to look at candidates who know how to profit from data and keep IT safe.
But boards sometimes hesitate to fill a seat with a CIO. There's a view that many CIOs aren't board material, says John Repko, CIO of Tyco. He's looking for a board seat now, interested in a $2 billion to $3 billion services company. That would be bigger than his first board, but not too big.
One technique he uses to avoid being branded as "an IT guy" is to get his name out through public speaking—but carefully. "I never speak at conferences on IT," he says. Security, quality and talent management carry more cachet, he says.
While plenty of retired CEOs and CFOs fill board seats, retired CIOs don't have as long a shelf-life, Gleason says. They lose relevance because technology moves too quickly. Plus, some boards reason that if they need technology questions answered, they can hire a consultant to come in and advise them during a meeting or two, he says, rather than devote a precious full-time seat to a CIO.
Nonetheless, some CIOs do get director offers. If you find yourself debating whether to take a board position, CIOs who have been there have some advice.
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