How to Prepare for a Board of Director Interview

Candidates for director positions can consider these leading practices to prepare for meaningful service

In a rapidly changing business environment that brings a growing number of issues to board agendas, many corporate boards are recruiting new members to expand skills, attributes, and perspectives in their discussions. Some companies are searching for new directors to add experience in areas such as technology, finance, or global issues, and others are also looking for candidates who can increase diversity in the boardroom in areas such as gender, race, ethnicity, or other characteristics.

Continued shifting in board composition and structure is creating new opportunities for experienced directors as well as executives considering an entry to board service. It’s critical for director candidates to understand the intentionality with which many companies are building boards that not only bring together critical skills and experiences but also are committed to the company’s mission and purpose, says Matrice Ellis-Kirk, CEO at executive search firm Ellis Kirk Group, which includes a focus on board services.

“Achieving a good fit with culture really matters for many companies that are seeking board candidates,” says Ellis-Kirk. “As a growing number of companies become more engaged with environmental, social, and governance issues, we see companies placing a high priority on identifying board members who can help set a tone at the top reflecting the importance of these issues.”

Emily Rollins, a board member at four companies and an audit committee chair for three of them, points out that board service requires self-reflection, with a focus on what skills or experiences a director candidate can offer a company and how to frame those during an interview. “Companies will be interested in learning how pivotal moments in a prospective director’s career have led to impacts for the companies where they held leadership positions,” she says. “What growth did this person help drive or what positive change occurred? How are this person’s experiences relevant to the company and its strategy?”

An important early step in pursuing a new board opportunity—whether new to board service or a seasoned director—is preparing for the interview process.

Preparing for the Interview

Experienced board members or those who are pursuing their first director position can approach a new appointment opportunity with some similar preparatory measures. Due diligence is critical, according to Deb DeHaas, who is a board member for two public companies and CEO of the Corporate Leadership Center.

It’s important for a board candidate to have a thorough understanding of the company and the industry in which it operates. This likely requires extensive proactive research and interaction with the company’s current board members and C-suite leaders.

The objective for both the candidate and the company is to get to know one another and evaluate the fit. The current board needs to be comfortable with the candidate, but the candidate needs to be comfortable with the board as well. Fit is often defined by more than a candidate’s relevant experiences and attributes. Culture and collegiality in the boardroom can be important for a corporate board to function effectively, so these are important dimensions for candidates and the current board to consider in the interview process.

During a candidate’s interactions with the board and C-suite leaders, prospective directors should be prepared to demonstrate that they are knowledgeable about the company’s business, current board members and C-suite leaders, industry dynamics, and key risks. “It takes more than a cursory scan of the company’s latest 10-K or press releases to gain an in-depth understanding of a company, so candidates should prepare for an interview as they might prepare for a board meeting, with a thorough review of the pre-read materials,” DeHaas says.

Preparation might include a review of at least the last few annual reports, proxy statements, and earnings and press releases, as well as profiles or biographies of C-suite leaders and current board members. In addition, the search should not be limited to material issued by the company. Reports or statements by proxy advisory firms and rating agencies as well as news articles that are about or that mention the company may provide a sense of how the company is viewed by external parties, some of whom may also be critical stakeholders, suggests DeHaas.

Board candidates can also listen to CEO conversations with analysts and investors, DeHaas adds. “A candidate can read the transcripts, but it’s more interesting to listen to the conversations and get a sense of how the CEO and other members of management interact with stakeholders,” she says.

Another important preparatory step for board candidates is to explore whether there may be potential conflicts of interest that would preclude a candidate from accepting a specific board position and whether the candidate is able and willing to take actions to mitigate such conflicts. “There’s a significant investment of time and energy in this process both for the company and the candidate, so it’s in everyone’s best interest to identify and evaluate conflicts early on,” adds DeHaas.

Why This company? Why Me?

In interviews with people such as the chair of the nominating and governance committee, the chair of the board, the CEO, or others the company may include, candidates, are being evaluated for their ability to serve as effective board members. The focus is not on how the company or a seat on its board can serve an individual board member, so candidates should be mindful of this when they are asked questions such as: “Why do you want to be on this board?” Responses that may resonate with corporate leaders are those that focus on how the candidate can contribute to the company’s success, not on how a board appointment would benefit the candidate.

At the same time, candidates should be prepared to challenge the company with a similar question: “Why do you want me to be on this board?” If the response is focused on one specific skill or attribute, the candidate can ask more probing questions to understand how their skills and experiences could benefit the company more broadly, which may be important to evaluate whether the opportunity is a good fit.

Interview discussions often focus on the roles and responsibilities of directors in protecting shareholder value as well as the company’s brand and reputation, managing CEO succession, setting executive compensation, and overseeing enterprise risk management. Board interviews are not typically focused on a candidate’s fitness to manage a company, but on the candidate’s fit with respect to the role of a board member at that company and how the candidates can help oversee the business.

To better understand the culture of the company and the board, candidates can also ask questions about how the board deals with contentious issues and resolves conflicts—whether among board members, between the board and management or more broadly in the organization. Asking for some examples of specific issues and how they were resolved may reveal indicators about whether the board follows a formal or informal process and whether people can disagree and resolve differences respectfully.

In general, board candidates should be prepared to discuss their relevant skills and experiences that make them well suited for the board role, with a focus on the value a candidate can offer to the company. As part of this discussion, candidates can inquire about the board’s committee structure, how responsibilities are delegated and managed among committees, and what committees the candidate might serve.

—by Audrey Hitchings, managing director, Deloitte Services LP, and Carey Oven, national managing partner, Center for Board Effectiveness, Deloitte & Touche LLP

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