Christine Spadafor of SpadaforClay Group: Five Things Corporate Boards Get Wrong, And How to Fix Them
An Interview With Doug Noll
Having a homogeneous, “group think” board of directors.
Fix: A high-functioning, productive, effective board requires recruiting directors for diversity of thought, skills, experience, age, race, ethnicity, gender, geography (if applicable). Diverse composition fosters the exchange of new ideas, innovations, and deeper insights, such as the changing preferences and needs of the customer base. Younger generation prospective job seekers review company websites and C-suite social media to research diversity top to bottom before deciding whether to apply. Employees and customers are increasingly more vocal about having a board that looks like them, and many investors now expect diversity — and will decide invest accordingly.
In a rapidly evolving business landscape, corporate boards play a pivotal role in guiding organizations towards success. Yet, even the most seasoned boards sometimes falter, overlooking critical elements or clinging to outdated practices. From misaligned priorities and lack of diversity to inadequate communication, the repercussions of these missteps can be profound. But there’s always room for improvement. How can we identify these gaps and, more importantly, bridge them?In this interview series, we are talking to seasoned board members, corporate governance experts, business strategists, and any authoritative figure on the subject to uncover the most common pitfalls corporate boards face and derive actionable insights on rectifying them. As a part of this series, we had the pleasure of interviewing Christine Spadafor.
Christine Spadafor is an experienced corporate, private equity, university and non-profit board director, management consultant, attorney, CEO, public speaker, and BBC commentator. She has led large-scale transformation initiatives for Fortune 500 companies across a broad spectrum of industries, both domestic and international, and was a Partner at The Boston Consulting Group and other global management consulting firms. Ms. Spadafor is a graduate of Harvard Law School and Harvard School of Public Health, a co-author of a workplace health treatise published by Johns Hopkins University Press, a lecturer on agile leadership, gender equity and board governance at Tuck School of Business at Dartmouth, Harvard Medical School and other graduate programs, a frequent speaker/keynote at seminars, meetings, and podcasts, and a regular contributor to Forbes, Fortune, Inc., and other business journals. Ms. Spadafor has been awarded two Doctor of Humane Letters degrees — received in recognition of her professional accomplishments and lifelong contributions to vulnerable and at-risk populations.
Thank you so much for joining us in this interview series! Before we dig in, our readers would like to get to know you a bit more. Can you tell us a bit about your “backstory”? What led you to this particular career path?
My career path has been the longest distance between two points — and the adventure continues!
When working as General Counsel for a pediatric hospital, we were informed that a decades-long government funded program for disabled children was going to be terminated in 90 days. That funding constituted one-third of the hospital’s annual revenue. Overnight, we were in a turnaround situation. I was assigned a key role in the immediate restructuring — from the heartbreaking task of laying off dedicated staff who managed the program for nearly 30 years, to strategies for how to replace one-third of the hospital’s revenue in 90 days. The efforts of the board, executives, and staff were successful, and the hospital continues to thrive today.
What I discovered from this experience was that I like “fixing and building” things. From there I forged a career as a management consultant, with engagements focused primarily on corporate transitions and growth strategies — both organic growth and growth through M&A.
Can you share the most interesting story that happened to you since you began leading your company?
One of the most interesting and unexpected stories is how I became General Counsel at the pediatric hospital referenced in question 1.
Prior to joining the hospital, I was working for a well-respected law firm … and in time realized I was not a fit for a corporate firm. At the same time, I was following in the newspaper the daily above-the-fold story about how a local children’s hospital was in financial crisis due to errors in billing. The hospital did not have an inhouse lawyer.
With my background in medicine (my first career was as an ICU nurse) and law, I designed a strategy to create an opportunity to become the hospital’s first General Counsel. Through my legal network, I connected with the hospital’s Chairman of the board of directors. I outlined for him the rationale for the hospital to have inhouse counsel, especially given the current crisis, and why it should be me. Convinced, he introduced me to the President of the hospital. Three months later, I was in the C-suite in an office across the hall from the President.
Lesson learned: you have the power to create your own opportunities. I did the same again when, as a Partner in a prestigious global management consulting firm, I resigned to start my own firm. An upward trajectory ever since!
Just think… what would you do if you weren’t afraid?
None of us are able to achieve success without some help along the way. Is there a particular person who you are grateful towards who helped get you to where you are? Can you share a story about that?
As mentioned in question 1, I realized I like fixing and building things from the turnaround experience as General Counsel at the pediatric hospital. The logical transition from the law was to management consulting — which is how I have spent my professional career.
Through my professional network, I was introduced to CSC Index, a Harvard-MIT type think tank/global management consulting firm. It was there I met Managing Director Bob Suh, whom I credit for jump starting my consulting career. He took a chance on me: every other professional in the firm had an MBA. I had a Harvard Law degree and Harvard School of Public Health master’s degree. This prompted client engagement managers to ask, “Why did Bob hire her?” and “What are we supposed to do with her?” Being that first assignment was like being the last one selected for the basketball team.
In short order, my “fixing and building skills” became apparent. Client engagements I led exceeded both client and firm expectations in results and outcomes. I quickly rose through the ranks, making Partner in three years rather than the typical seven. Bob took a risk on me, he believed in me when no one else in the firm did… and I am forever grateful to him.
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?
A board of directors engaged me as a turnaround CEO — hoping they had not called me too late…
With the board, staff, volunteers, community, and persons served, we turned around a nearly bankrupt organization in 18 months. We followed a “turnaround — stabilize — maintain — grow” progression. When we arrived at the growth phase, the organization had a difficult decision to make between two strategic good choices to move the organization forward:
Slow organic growth/ maintain the status quo after the successful turnaround: annual revenue grew nearly 6x, number of programs increased by 4x, services to new populations increased exponentially, acquired a program consistent with the mission, named Nonprofit of the Year… The organization was on a roll… OR
Embark on an aggressive growth strategy to extend beyond current state boundaries since we had evidence the organization had the strategy, funds, and capabilities to do so.
I discussed both options with the board over some months, and shared my opinion that I believed the organization was ready for Option 2. C-suite executives prepared analyses of each option presented at board meetings. In the end, the board and staff agreed: Option 2.
Ok, thank you for that. Let’s now jump to the primary focus of our interview. Most of our readers — in fact, most people — think they have a pretty good idea of what a corporate board does. But in just a few words can you explain what a board does that is different from the responsibilities of the other leaders?
The key difference between what a board does and what other leaders do: the board is responsible for oversight of the organization. It is not involved in the day-to-day management of the company, including staffing decisions other than the CEO. It’s “nose in, fingers out.” Other leaders — management — are responsible for day-to-day operations and execution of strategic goals.
So, what is the role of the board?
For years, it was: Oversight of strategy, budget, CEO succession planning, and enhancing shareholder value.
More recently, the role of the board has evolved and by necessity expanded to include:
Shaping and demonstrating a healthy culture in the organization — “The tone is set at the top” — and, by association, the board’s culture as well.
Oversight of strategy and budget
CEO succession planning
Considering all stakeholders to include community, employees, society, investors, suppliers, in addition to shareholders
Fiduciary responsibility for long-term growth and profitability
Sustainability
Maintaining legal compliance
Enterprise risk management
Cybersecurity
Capital structures
Resource allocation
Monitoring execution
Long-term talent development
Greater independence
What are the “myths” that you would like to dispel about being a board member? Can you explain what you mean?
Myth: Having one woman on a board = “diversity.”
Not too long ago that a man said to me, “We can’t find any qualified women to recruit for our board.” I wanted to go into the corner and set my hair on fire.
In fact, there are armies of qualified, experienced, board-ready women and persons from underrepresented groups who are positioned to be productive, knowledgeable contributors at the board table. All one needs to do is look not in the usual places: Recruiters and specific groups (e.g., Women Corporate Directors, Direct Women, Latino Corporate Directors, HBCU graduates) have extensive files on capable women, minorities and the disabled who are qualified and ready to serve. We are out there. Just look.
In addition, companies are facing increased pressure from stakeholders for increased representation on boards to better reflect the makeup of the workforce and the company’s customers. Regulatory requirements for diversity on boards is increasing and some investors are evaluating investment decisions based on a company’s progress to achieve diverse board composition. Which means more than only one woman.
Do you think everyone is cut out to be a board member? In your opinion, which specific traits increase the likelihood that a person will be a successful board member and what type of person should avoid aspiring to be a board member? Can you explain what you mean?
No, not everyone is cut out to be a board member for a number of reasons, as noted below.
Traits that increase the likelihood a person will be a successful board member:
Being a good colleague — “cultural fit” is #1 priority — but not at the expense of poor qualifica2ons
Trust, integrity, and candor
Respectful, ethical, collaborative
Demonstrated experience and skills required to achieve the company’s strategy
Strategic thinker
Independent thinker
Ability to make tough decisions
Leadership skills
Effective communicator
An engaged participant
Continuous learner
The type of person who should avoid aspiring to be a board director:
Not a good colleague — not being a good “cultural fit” is an immediate disqualifier
Disruptive with a need to dominate conversations
A bully, yeller or screamer
Micro-manager
Ignores risks
Disrespectful of others
Needs to be the smartest person and loudest voice in the room
Not committed to the company or its vision, mission, purpose
Insufficient time to participate fully
Being unprepared for meetings
Breaches confidentiality
Untrustworthy, questionable ethics
Has a personal agenda
As Chair of the Governance and Nominating Committee for a NYSE-listed company, my first “screen” is to try to determine if the candidate is qualified and a good “cultural fit” for the organization. If yes to both, then subsequent conversations take place starting with the Committee.
As to the type of board member to avoid… in my first consulting assignment, the Project Manager asked me to attend a client breakfast board meeting and report back on the discussion about our engagement. Before I knew it, the CEO hurled a blueberry muffin across the table, targeting a board member, whereupon he immediately did a frisbee-throw of his cream cheese covered bagel at the CEO. Yelling accompanied the food fight. Those of us attending ducked for cover. A memorable experience about “worst practice,” dysfunctional board dynamics and how board meetings should not be conducted.
How do you handle dissent or disagreement in board meetings, especially when you feel strongly about a particular decision or direction?
My approach to handling dissent or disagreement in board meetings is respectfully to state my point of view — without interruption — based on facts (no drama) and share my rationale grounded in what I believe to be in the best interest of the company and the stakeholders, whom I represent in the boardroom. I expect my fellow board members to respond in kind, thereby “living” a healthy board culture and reinforcing the foundation for productive and spirited discussions.
At the same time, I will push back any attempt at “mansplaining” my comments, such as “What Christine is saying is….” I can speak for myself, thank you.
But in order for all board members to be heard when there are disagreements, it is essential there be trust, candor, and respect among the directors. Active listening is required — working to understand different approaches and points of view, asking questions. It’s not a debate with winners and losers. It’s a professional, appropriately challenging, respectful, non-personal conversation, ideally to come to a consensus. No grandstanding. No yelling. No bullying. No insulting. No food fights. This formula relates directly to recruiting new board members as discussed previously: good colleagues, good “cultural fits” for healthy, productive board dynamics.
What advice would you give to other business leaders and board members to help create a fantastic work culture? Can you share a story or an example?
A key strategy for executives to help create a fantastic work culture is to commit to and execute on a human approach to the workforce. This means respecting and treating employees holistically by supporting all aspects of their wellbeing: physical, financial, mental health and social. To see them as unique individuals with skills and talents, persons with full lives, not just “the guy answering phones in the call center” or “the woman in accounting.” Aker all, without them, there is no company.
To develop a holistic, human-focused culture, do a deep, authentic drive into how the culture really is being experienced by the employees. Solicit feedback from those doing the work at all levels. They’ll tell you what’s working and what’s not. Their
feedback then forms the foundation upon which to crack and implement a healthy culture focused on the employee holistically. A culture where the people creating the company’s revenue streams feel “seen,” valued and heard, included, respected, acknowledged, rewarded, treated equitably, and treated with dignity. These are the companies people want to work for.
Recently on LinkedIn, I posted an entry about my experience working for a company where our cultures and values were mismatched. My site exploded — more than 600,000 views from around the world, thousands of reactions, hundreds of comments — with visitors to the site sharing an overarching, consistent theme: toxic workplace cultures drove them away. Comments included feeling invisible, unsupported, not belonging, not being treated with dignity and respect, that their work didn’t matter, being discriminated against (gender, age, ethnicity, race, pay), and much more in punitive, hostile work environments.
So how to create a fantastic culture where employees can thrive? You now have the answer.
Fantastic. Here is the primary question of our interview. What are your “Five Things Corporate Boards Get Wrong, And How To Fix Them”? (Please share a story or example for each.)
Having a homogeneous, “group think” board of directors.
Fix: A high-functioning, productive, effective board requires recruiting directors for diversity of thought, skills, experience, age, race, ethnicity, gender, geography (if applicable). Diverse composition fosters the exchange of new ideas, innovations, and deeper insights, such as the changing preferences and needs of the customer base. Younger generation prospective job seekers review company websites and C-suite social media to research diversity top to bottom before deciding whether to apply. Employees and customers are increasingly more vocal about having a board that looks like them, and many investors now expect diversity — and will decide invest accordingly.
Believing directors need to be a CEO.
Fix: According to leading recruiting firms, most requests for corporate director searches are for a CEO. And to that point, the large majority of CEOs in the US are white males (female CEOs lead only 10.4% or 52 out of 500 companies on the Forbes 500 list). An obstacle for achieving diversity. Also, board service requires dedicated time commitment — something an active CEO may not have.
While many CEOs sit on boards, there is an army of diverse, qualified, board ready women and persons in underrepresented groups prepared for board service, as described in question 6.
Focusing only on shareholders and not stakeholders.
Fix: In the past, one of the sole responsibilities of a board was to enhance shareholder value. The responsibility of boards has evolved and expanded to include a duty to stakeholders — employees, customers, communities, society, investors, suppliers. This should be reflected in the Board’s charter and reviewed at least annually.
Ignoring human capital issues.
Fix: Include Human Resource topics as a standing board agenda meeting item. I applaud my board clients who, as part of regular meeting agendas, include a report from the Chief Human Resources Officers on topics such as wage equity analyses; gender/race/ethnicity statis2tics, including diversity at every level in the organization; employee wellbeing; progress in the war for talent; execution on salary increases; professional development programs; employee satisfaction survey reports, etc. This keeps the status of the workforce front and center, as part of the board’s evolving responsibilities regarding human capital and long-term talent development.
Failing to have a CEO succession plan.
Fix: Having a CEO succession plan is a core responsibility of a board of directors… and I’ve been surprised how many board clients did not have a plan when I arrived. (Case in point: I recently had dinner with two non-client CEOs, and both told me they have no succession plan.) The solution is to have the Lead Director or the Chair of the Governance Committee, in partnership with the CEO, develop a succession plan. The plan is then reviewed by the full board annually — and is accompanied by a strategic, detailed crisis communication plan in the unfortunate event the current CEO is suddenly unable to serve.
Boards are not just about the here and now; they’re also about steering the company’s future direction. How should a board ensure that short-term goals don’t overshadow the long-term vision of the company?
There are a number of ways a board can ensure short-term goals do not overshadow the long-term vision. Key factors include: the board and management being aligned; having a three-year strategic plan and overseeing execution of progress against long-term and short-term strategic goals; having a CEO succession plan for seamless, ongoing leadership and operational continuity; and considering long-term approaches/experience when interviewing for new board directors.
At the same time, boards need to find a balance between short-term and long-term goals. It’s not either/or. It’s both simultaneously. This can be particularly challenging in an increasingly disruptive, uncertain, and shifting business environment coupled with volatile macroeconomic impacts.
There are short-term pressures for quarter-by-quarter earnings and constant attention to compliance and regulatory requirements. And typically, compensation incentives are linked to quarterly share prices, which may skew management’s focus. Overly focusing on the short-term can be to the detriment of long-term growth and divert attention from achieving strategic goals in order to achieve quick wins.
Keep in mind a fundamental role for a board is sustainability of the enterprise, which requires simultaneous short-term and long-term views. According to the Harvard Law School Forum on Corporate Governance, companies that employ a long-term view outperform peers, have increased revenues and earnings, had a higher market cap, and created more jobs. All critical components for sustainability.
How have you used your success to make the world a better place?
There are many advantages to having your own firm — and for me a key advantage is choosing to devote considerable time and expertise to nonprofit organizations, typically those on the verge of closing and in need of an immediate turnaround. For example, one organization had only two weeks cash on hand when I got the call. These charities were devoted to abused and homeless children, social justice, international medical support, and persons with brain injuries, to name a few. I served as the architect of the turnaround plans and executed the plans with the staff, mentoring and teaching along the way so they could independently achieve sustainability of ongoing operations. All the charities achieved successful turnarounds, are thriving, and are serving exponentially more at-risk and “forgotten” populations than before. My hope is that my assistance has helped improve the lives of those served by these organizations.
You are a person of great influence. If you could inspire a movement that would bring the most amount of good for the greatest number of people, what would that be? You never know what your idea can trigger.
What movement might bring the most amount of good to the most amount of people?
Realizing little gestures aren’t little.
My late Mother frequently talked about the importance of being kind to each other.
And I think we could all use a little more kindness these days — both giving and receiving…
It’s easy to navigate in our individual bubble — simply trying to manage daily stresses, drowning in non-stop social media, and dealing with anxieties, fears and worries caused by a constellation of factors and events, many outsides of our control.
Let’s shift our mindset from the individual to the community. A community where kindness, courtesy, manners, saying please and thank you, tolerance, and civility still matter — and are needed more than ever in these seemingly never-ending turbulent times.
These little gestures are big. They are unexpected gifts. They cost us nothing. They’re easy to do. All we need to do is look up from our phones.
As usual, Mom was right. So, listen to your mother. And call her.
We are very blessed that some very prominent names in Business, VC funding, Sports and Entertainment read this column. Is there a person in the world, or in the US with whom you would love to have a private breakfast or lunch with, and why? He or she might just see this is we tag them.
I would love to meet Mark Cuban for a private breakfast or lunch. Why? Because even with his spectacular wealth, he’s not forgotten where he came from — Pittsburgh! — and the challenges he overcame to build his successful enterprise. (I love Pittsburgh, too! I went to college and worked as an ICU nurse there.) He understands and empathizes with contestants on Shark Tank who have faced the challenges he did — and offers them a hand up to realize their dreams. Mark is a champion of DEI and gender equity. But even more so (going back to my ICU nurse roots), I admire him for his “conscious capitalism” approach, most recently using his talents and funds to establish a company that makes affordable prescription drugs, championing Covid vaccines and thoughtfully creating a space for immunocompromised persons to enjoy watching his Dallas Mavs. Giving back and doing well by doing good.
Runners up:
Jose Andres — the global “Food Angel”
McKenzie Scott — the role model for philanthropy
Thank you for these fantastic insights. We greatly appreciate the time you spent on this.
You are welcome!
About the Interviewer: Douglas E. Noll, JD, MA was born nearly blind, crippled with club feet, partially deaf, and left-handed. He overcame all of these obstacles to become a successful civil trial lawyer. In 2000, he abandoned his law practice to become a peacemaker. His calling is to serve humanity, and he executes his calling at many levels. He is an award-winning author, teacher, and trainer. He is a highly experienced mediator. Doug’s work carries him from international work to helping people resolve deep interpersonal and ideological conflicts. Doug teaches his innovative de-escalation skill that calms any angry person in 90 seconds or less. With Laurel Kaufer, Doug founded Prison of Peace in 2009. The Prison of Peace project trains life and long terms incarcerated people to be powerful peacemakers and mediators. He has been deeply moved by inmates who have learned and applied deep, empathic listening skills, leadership skills, and problem-solving skills to reduce violence in their prison communities. Their dedication to learning, improving, and serving their communities motivates him to expand the principles of Prison of Peace so that every human wanting to learn the skills of peace may do so. Doug’s awards include California Lawyer Magazine Lawyer of the Year, Best Lawyers in America Lawyer of the Year, Purpose Prize Fellow, International Academy of Mediators Syd Leezak Award of Excellence, National Academy of Distinguished Neutrals Neutral of the Year. His four books have won a number of awards and commendations. Doug’s podcast, Listen With Leaders, is now accepting guests. Click on this link to learn more and apply.
