Balancing the Board: Nithya Das Of Diligent On Strategies for Achieving a More Equitable Representation

An Interview with Vanessa Ogle

Invest in board member education. Provide ongoing training on DEI best practices to empower board members to recognize and mitigate unconscious biases in their decision-making. Also invest in upskilling and certifications to broaden directors’ skill sets, to help them have more productive conversations with management.

In today’s corporate world, the conversation around boardroom diversity is louder and more critical than ever. Despite progress, many organizations still face significant challenges in achieving equitable representation within their highest ranks. This series aims to shed light on the strategies and initiatives that can drive meaningful change in boardroom compositions across industries. As part of this series, we had the pleasure of interviewing Nithya B. Das.

Nithya B. Das is Chief Legal Officer and Chief Administrative Officer at Diligent. She is responsible for leading Diligent’s global legal team and overseeing the Diligent Institute, Diligent’s global corporate governance research arm and think tank.

Nithya also serves as a member of the board of directors and chair of the compensation committee at Outbrain Inc. (Nasdaq: OB), a leading technology platform that drives business results by engaging people across the open internet.

Nithya was previously the chief operating and chief legal officer and corporate secretary at Olo (NYSE: OLO), an enterprise SaaS platform for restaurants, where she led the company through an IPO and transformation to a multi-product platform company. Nithya is a recipient of the National Organization for Women’s Women of Power and Influence Award, the American Bar Association’s Legal Rebel recognition, and a passionate advocate for women in leadership, DEIB, and ESG.

Nithya holds a degree in Business Administration from the SC Honors College at USC and a J.D., cum laude, from Brooklyn Law School. She lives in Hoboken, NJ with her husband, two daughters, and her labradoodle.

Thank you so much for joining us in this interview series. Before we dive into our discussion about balancing the board, our readers would love to “get to know you” a bit better. Can you share with us the backstory about what brought you to your specific career path?

As a former customer and a longtime champion of governance, risk, and compliance (GRC), I was very familiar with Diligent and its governance and board management solution. A hallmark of my career has been serving as a champion of strong corporate governance and ethical management, and this is what Diligent is all about.

The company’s vision to connect day-to-day practitioners with the c-suite to the board through a single integrated platform to solve governance and risk challenges was really exciting to me. As a Chief Legal Officer and Board Member, I know there is more coming at boards and c-suite than ever before — from ESG and regulatory compliance, succession planning and diversity to cybersecurity and stakeholder engagement, the list goes on. I could see the value of connecting GRC data across the organization and surfacing insights to the board in an easy-to-comprehend format.

Can you share the most interesting story that happened to you since you started your career?

As a long time legal executive and now board member, my best stories can probably never be shared! But one I return to often is when my first CEO told an investor on a call while we were negotiating a term sheet which would get us unicorn status that he had to drop to relieve his nanny. Until that point, I thought I had to find some balance between hiding my parenting obligations and finding ways to power through the job responsibilities (both jobs!). On that particular evening, my husband was traveling and my nanny had a personal obligation so I planned ahead to get home early to start the call from home and put my daughter in front of the television for the call. My CEO’s transparency on that call set the stage for how I would operate as a leader for years to come. I am transparent with my team about my obligations outside of work. This in turn gives them permission to be their authentic selves too. Don’t get me wrong — we work extremely hard but we do it as a team which means understanding that we also have other obligations.

What do you think makes your company stand out? Can you share a story?

Diligent’s position and perspective on what is happening within the boardroom is really unique. We serve over 700,000 board members and leaders, including 75% of the Fortune 500, 85% of the FTSE 100 and 85% of the ASX 200. Because of this, we’re able to understand some of the biggest challenges and opportunities facing the world’s leading organizations. It puts us in a position to also shape best practices and work alongside our customers to solve these challenges. Finally, we have such a breadth of coverage across company types and regions that we are able to advise our customers on how the GRC landscape is evolving in years to come. In a recent dinner series we hosted with Chief Information Security Officers at the RSA Conference, several CISOs raised the need to get closer to their boards and the need for the general counsel to build that bridge. It’s really unique that as an enterprise software provider, Diligent has the ability to help positively impact those boards and leadership dynamics.

You are a successful business leader. Which three character traits do you think were most instrumental to your success? Can you please share a story or example for each?

Three character traits that have been instrumental to my success are curiosity, humility and passion for culture and community.

The first is a curiosity to always learn. From the start of my career as a paralegal before law school, I would read every document that I was assigned to work on front to back for substance, ask questions and try to understand the bigger picture even if the assignment was as simple as just proofreading the document. As a general counsel, I read board decks and strategy documents just as thoroughly which ultimately helped me get deeper into the business and move beyond a purely legal role into more business facing roles.

A second character trait that is core to my leadership style is humility. I always say that no job is too small for me or beneath my level. If it needs to get done, I am happy to try to do it. When I was at AppNexus and we were trying to sign a deal for the company to be acquired by AT&T, I offered to our outside employment counsel that I could mail merge documents. It was one o’clock in the morning, and we were on a deadline. He did not take me up on my offer, but it did communicate that I was willing to do whatever it took — roll up my sleeves and stay up for what might have been another all nighter — to get the deal done. Throughout my career, my humility has helped bring my team along with me, running through walls to accomplish what feels impossible.

A third character trait that has been essential to my success is my passion for culture and community building within the companies where I have worked. In my last two companies, I stood up our DEI and ESG strategies and in all three companies I have served as an executive sponsor of the women’s network. My commitment to shaping a diverse and inclusive culture and growing the careers of those who directly or indirectly work for me has earned so much trust and support which is essential for any leader.

Leadership often entails making difficult decisions or hard choices between two apparently good paths. Can you share a story with us about a hard decision or choice you had to make as a leader? I’m curious to understand how these challenges have shaped your leadership.

Earlier in my career at a prior company, I was leading the negotiation of a commercial litigation matter with a strategic partner of ours as the plaintiff. We were simultaneously negotiating the terms of a new commercial partnership agreement. My company was newly public and progress on this matter was being reported directly to our board. As you can tell, it was a unique set of circumstances with high stakes. At the eleventh hour, the opposing general counsel put me on the spot and asked me to confirm a detail that I knew could derail our progress. But I also knew that information would come out at some point, and I wanted to reset the partnership on a relationship of trust. I confirmed the details within my confidentiality obligations, and as I suspect the counterparty walked away from our deal. I had to call my management team and then my board and share what happened. I put my ethics and priority for trust as the basis of a relationship at the forefront. But I was devastated and thought I let my team down. A few weeks later, the counterparty came back to the table on their own volition and negotiated the deal to close directly with me. They trusted working with me, and I ended up getting a positive outcome for the company. A few years later, a junior lawyer on my team shared how much she had taken from that lesson — I had no idea she had watched my decision making so closely.

Ok, thank you for that. Let’s now jump to the primary focus of our interview. How do you view the importance of achieving equitable representation? Can you describe the value that diversity brings, from your own experience?

Companies that show social responsibility have strong continuity, full stop. Organizations that rank highly from a corporate governance and diversity perspective have been proven to perform well in the long run. A recent analysis from McKinsey & Company showed companies in the top quartile for board-gender diversity are 27% more likely to outperform financially than those in the bottom quartile.

The composition of a board has an enormous impact on the organization’s operational success. Increased diversity means better overall performance, for a number of reasons. Diverse board members means diverse thought. With a range of viewpoints, complex issues are given comprehensive understanding, lending to more well-rounded decision-making. Additionally, diverse backgrounds and perspectives increase innovation, finding new creative solutions and new possibilities. This also helps the company’s market understanding, allowing them to tailor strategies to certain audiences.

A commitment to DEI initiatives reflects the company’s values and improves overall brand image. With a strengthened reputation, companies attract more talent and strengthen stakeholder trust. Part of the attraction for talent is that employees from various backgrounds will feel more included and valued if they see a company demonstrating diversity from the top down. This, in turn, leads to a more effective workforce.

Reflecting on the last few years, what positive changes have you noticed regarding diversity in board and executive roles? Conversely, are there areas where progress has been slower or more challenging?

Five years ago the spotlight was on DEI, and many organizations committed to some sort of diversity initiative. Lately, though, DEI has fallen further down the board agenda. In a survey conducted by Diligent Institute earlier this year of U.S. corporate directors, we found diversity and inclusion were at the very bottom of the list of topics directors would include as most pressing to discuss at their next board meeting. Although it might not be high on the boardroom agenda, 63% of boards say diversity is one of the most important ESG issues for their organization.

What this tells us is that diversity is still important to boards, but other more pressing issues are taking up attention at board meetings. With disclosure requirements related to cybersecurity and climate change demanding more from boards, and digital transformation/AI presenting new risks and opportunities to boards, these topics tend to stay at the top of the board agenda.

What, in your view, might be an obstacle to creating diverse and representative boards?

The shift away from board diversity can, in part, be attributed to recent changes in laws and regulations as well heightened focus on economic and geopolitical risks. For example, the end of affirmative action may make it more challenging for some companies to fuel diversity in their workforce and leadership. Again, the majority of regulations around ESG, including the Climate Risk Disclosure Act and Task Force on Climate-Related Financial Disclosures requirements, have also made environmental concerns the more pressing ESG-related priority for companies. Within the technology sector, we have seen market pressures and tumultuous capital markets take the priority in terms of board agenda. Then of course, there’s the seemingly never ending panoply of new regulations — cybersecurity being one of those — that facing companies. Ultimately, finding new board members is a major time commitment, and combined with increasing pressures, ensuring there is a well-represented board may slip as a priority.

Other roadblocks can arise from the search process itself. Board searches are often confidential processes or multi-quarter relationship building where a board or CEO may be in a long-term recruiting process for “when the moment is right” to add a new board member. This results in boards turning to their own networks, likely made up of people with similar backgrounds and experiences as themselves. In turn, the nomination process can also perpetuate biases with directors favoring those candidates with similar backgrounds. Many of these issues can tie back to a larger issue of a company culture not understanding or investing in the value of diversity, leaving current board members resistant to change, and some uncomfortable to speak up.

How do you also ensure a broader diversity of thought, background, and experience within leadership? How do these elements intertwine?

DEI shouldn’t be treated as a fad or check-the-box exercise. Like any other area of the business, it should be metrics-driven with routinely monitored and reported progress. To best build trust with fellow board members, as well as employees, customers, and other stakeholders, integrate DEI into the wider ESG strategy, determine how to align it with your broader business strategy, and routinely measure and report on progress, even when not called on to do so. Companies with diverse leadership teams perform better and are better positioned to react to a quickly evolving business environment.

What are your “Five Strategies for Creating Diverse and Representative Boards”?

1. Diversity should be treated as an evolving goal to consistently monitor and report on. This includes regularly conducting DEI audits and measuring the current board composition and culture. In my prior companies, we have relied on DEI surveys of employees as well as an annual board evaluation process where we ask directors to self-identify and also share their perspectives on diversity. I once had a board member tell me he was more focused on bringing in strategy and business-model specific skills than diversity. While I didn’t love hearing that, it was helpful to understand his priorities and how we would need to shape our search.
2. Companies should look outside of their current board members’ networks and use alternative databases (like the Diligent Director Network) to identify director candidates of various skill sets and backgrounds. If the board does align that diversifying the board is a priority for the search, then be certain to state that as a priority when asking the board members for candidates from their networks. There are also several diversity focused board search partners who can help on this front.
3. Invest in board member education. Provide ongoing training on DEI best practices to empower board members to recognize and mitigate unconscious biases in their decision-making. Also invest in upskilling and certifications to broaden directors’ skill sets, to help them have more productive conversations with management.
4. Develop and maintain mentorship programs to connect experienced and newer board members to foster the feeling of inclusion and support. For example, some boards successfully have a buddy program whereby an existing board member is assigned to a new board member to help facilitate their onboarding. Alternatively, the CEO may want to prioritize spending time with the new director to get them up to speed and included.
5. Don’t stop at diversity. Simply having a diverse board doesn’t guarantee its effectiveness — inclusion is equally important. Boards should work to foster and create an environment where all board members feel comfortable sharing their unique perspectives and contributing to discussions. On the board that I sit on, the board chairman makes it a point to ask board members for their perspective and invites everyone to participate. These little micro-affirmations build a positive board culture.

In your opinion, what role does corporate culture play in promoting equality? Can you explain?

Ultimately, a corporate culture that begins and ends with people valued at their respective companies is key and should be a core to the overall company. As people feel valued and included in their teams, then do they begin to feel some equality with their colleagues. As well, one of the best ways for an organization to build trust with its employees, customers, and other stakeholders is to integrate diversity into the longer-term strategic plan and talk about its importance to their success (i.e., Talent recruitment, customer expectations). Implementing a strong GRC framework will consider Diversity as a pillar in an organization that props up the company’s values for diverse input and overall operational success. Doing so opens up lines of communication and allows for active, comfortable collaboration in places like the boardroom. And starting with the boardroom is important, as people value seeing diversity branching across the entire organization and having leadership leading as an example.

With your commitment to fostering diversity, what are the thoughts or concerns that keep you awake at night? How do these reflections shape your approach as a leader?

There are major risks in ignoring DEI, and not having diverse backgrounds and perspectives at the board and executive level leaves your organization open to blind spots. Or worse, it can result in very significant, very public governance failings. Boards perform at their very best when cultural diversity and diversity of thought are around the table — so why set yourself up for less than your best?

As a leader, I’ve observed the importance of solidifying your organization’s culture and values from the outset so that when issues arise, you know where the company stands. Organizations that take the time to foster a culture of social responsibility — and measure and report on the goals they’ve set for themselves — will have the most staying power.

You are a person of great influence. If you could start a movement that would bring the most amount of good to the most amount of people, what would that be? You never know what your idea can trigger. :-)

If I could start a movement to bring the most amount of good to the most amount of people, it would involve identifying the companies that have really nailed DEI and working with them to open-source the work that has helped them achieve those outcomes so that other companies who struggling with building effective DEI programs can learn from them.

How can our readers further follow your work online?

https://www.linkedin.com/in/nithyadas/

Thank you for the time you spent sharing these fantastic insights. We wish you only continued success in your great work!

About The Interviewer: Vanessa Ogle is a mom, entrepreneur, inventor, writer, and singer/songwriter. Vanessa’s talent in building world-class leadership teams focused on diversity, a culture of service, and innovation through inclusion allowed her to be one of the most acclaimed Latina CEO’s in the last 30 years. She collaborated with the world’s leading technology and content companies such as Netflix, Amazon, HBO, and Broadcom to bring innovative solutions to travelers and hotels around the world. Vanessa is the lead inventor on 120+ U.S. Patents. Accolades include: FAST 100, Entrepreneur 360 Best Companies, Inc. 500 and then another six times on the Inc. 5000. Vanessa was personally honored with Inc. 100 Female Founder’s Award, Ernst and Young’s Entrepreneur of the Year Award, and Enterprising Women of the Year among others. Vanessa now spends her time sharing stories to inspire and give hope through articles, speaking engagements and music. In her spare time she writes and plays music in the Amazon best selling new band HigherHill, teaches surfing clinics, trains dogs, and cheers on her children.

Please connect with Vanessa here on linkedin and subscribe to her newsletter Unplugged as well as follow her on Substack, Instagram, Facebook, and X and of course on her website VanessaOgle.