SPEAKERS: Venita Fields, director, Field Fastener, IMA Financial Group, and chair, Lifespace Communities; Bertha Masuda, managing director, Semler Brossy; Todd Schurz, fifth-generation owner and senior advisor, Schurz Communications
MASUDA: What signals tell a board that it may be time for refreshment?
FIELDS: It starts with the company’s strategic plan. Where is the company going? Where does it want to go? Does it have the help that it needs to get there — or even to stay where it wants to stay? Expertise becomes very important, not just who you know.
The second thing is engagement. Are directors engaged? Are they really adding value? Those are the questions a board chair should be asking to determine whether refreshment is needed.
SCHURZ: For our business, we made a multiyear pivot from media into telecommunications. We looked at the skill set of the board as part of a self-assessment process. We were very strong in some areas and needed help in others. That’s where you start. It’s great to look at where the business has been, but the board needs to be the right board for where the business is going.
MASUDA: How useful is a board skills matrix?
FIELDS: I think it’s a very effective tool. Board assessment starts with a strong nom/gov chair — someone who is thinking not only about governance generally, but about the makeup of the board itself.
The nom/gov chair affects everything from committee charters, succession planning, director onboarding, committee leadership and board composition.
A skills matrix is very important. It also helps boards address difficult topics, such as term limits. Nobody likes talking about term limits, but sometimes they’re necessary. A strong nom/gov chair is constantly assessing board skills and engagement levels.
SCHURZ: I’d also say strong onboarding is critical. We all think we’re above average at evaluating talent, but clearly that can’t be true.
Our process includes multiple interviews, and finalists attend a board meeting before joining. We want them to see how the board functions and interacts. The cultural fit matters. We all know people who want to be the smartest person in the room. That’s usually not a great board candidate.
MASUDA: If you had to choose between a stronger skills fit and a stronger cultural fit, which wins?
FIELDS: That depends on what the company needs. The CEO should weigh in heavily on what he or she believes the company needs from its next director.
Cultural fit can be a nebulous term. If someone has the right skills, onboarding may help them evolve into a strong board member over time.
One thing that helps is assigning a board buddy. It’s important to make sure new directors understand that the board’s role is to advise and consent — not operate the business.
We all have operating experience, and we all think we know best. But governance is different. If people understand that distinction, many potential cultural issues can be overcome.
SCHURZ: I lean toward team fit. I think of a board as a team. No individual director has all the expertise a company needs.
The goal isn’t to find the perfect director. The goal is to find the person who fills a gap on the board and works well with others. Are they going to be a good team member? That’s usually where I start.
MASUDA: What have you learned about introducing independent directors?
SCHURZ: We added our first independent directors in 2009. We brought in two at the same time and added a third a few years later. Eventually, we became a majority-independent board. For us, it was a very smooth process.
I would recommend bringing in at least two independent directors initially. Being the lone independent director can be a difficult position.
One of the biggest lessons was realizing that independent directors represent all owners. They’re not there to represent one branch of the family or one constituency. They’re there to do what’s best for the company and all shareholders. That was very liberating for our board.
FIELDS: I served on the inaugural board of Field Fastener. The company started with four inside directors and brought on three independent directors simultaneously. Having that initial class of independent directors created a comfortable environment.
At first, there was uncertainty. People wondered whether outsiders would try to change the company or alter the culture. Over time, as the owners saw the value of independent perspectives, they became increasingly comfortable. Today, the board has a majority of independent directors. The outside voice became a tremendous asset.
MASUDA: What separates highly effective boards from underperforming boards?
FIELDS: I would choose culture and process. The board has to believe it is serving all stakeholders — the family, employees, customers, vendors and the broader ecosystem surrounding the company. Culture matters, but process matters just as much.
You need clear guidelines around succession planning, committee leadership and board refreshment. Change is inevitable. Good processes help boards navigate that change effectively.
SCHURZ: I would add honesty. Can directors be candid with each other and with management? Can they have constructive dialogue without assigning blame?
Another factor is how the board uses its time. We’ve moved many routine matters to consent agendas. That frees up time for real discussion. What we’ve found is that directors lean in when conversations focus on strategy, industry developments, innovation and the future of the organization. That’s where boards add the most value.
FIELDS: At Field Fastener, we intentionally spend time building relationships. During board dinners, we don’t talk about business. We talk about our families and our lives outside the boardroom. That helps build trust.
We’ve also changed how we structure meetings. We spend a dedicated hour discussing financial results and then move on. The rest of the meeting focuses on strategy, succession and the larger issues that truly require board attention.
MASUDA: What advice would you give boards about refreshment?
Venita Fields: The responsibility falls on the board chair, and it’s difficult work. We all like to be nice. Nobody enjoys telling someone it’s time to move on. The harder situation is when the cultural fit isn’t there and everyone knows it, but nobody wants to address it. Those conversations have to happen. My advice is simple: Once you see the signals, don’t wait too long. The misalignment is not going to disappear. Provide constructive feedback. But if the issue continues, take action. It’s easier to address early than after it becomes a larger problem.
SCHURZ: Annual board assessments help. They help identify where skills are concentrated and where gaps exist. At one point, we had four attorneys on a nine-person board. Our process was excellent, but we lacked financial expertise. As we looked at the skills matrix, it became clear that we needed to rebalance the board. That’s one reason a matrix is so valuable. It allows boards to see objectively where they need to evolve.