Catalyst’s Q & A with Sandra Day O’Connor Board Excellence Awards Recipients

 

“You’ve got to be independent, but also creative and flexible enough that you don’t end up always being the odd person out.” Mary Cranston, Catalyst Board of Directors

Since 2007, DirectWomen, a program created through a collaboration between the American Bar Association and Catalyst, has presented the Sandra Day O’Connor Board Excellence award to women lawyers who serve with distinction as independent board directors and work to advance diversity in the corporate boardroom. 

This year’s honorees are:

  • Mary Cranston, Immediate Past Chair, Pillsbury Winthrop Shaw Pittman LLP, and a director of Catalyst, GrafTech International Ltd., Juniper Networks, Inc., International Rectifier Corporation, Exponent, Inc., and Visa Inc.
  • Gloria Santona, EVP, General Counsel and Secretary at McDonald’s, and a director of Aon Corporation. 

Catalyst: Congratulations on receiving the Sandra Day O’Connor Award.  This award is presented to women lawyers who have served with distinction on public company boards.  Do you think it is more difficult to receive a board appointment as a woman, or as a lawyer?

Mary: As a lawyer, ironically. Well, maybe that’s a little unfair. The obvious characteristic that most boards look for first is CEO experience, and that’s a role that has been on the unfortunate side of the glass ceiling for women.  The pool of women executives in general is obviously lower than it should be so for all women it’s a struggle. Then you add the lawyer problem, which is a prejudice that boards have: they hire lawyers all the time, so why would they want one on the board? There are a lot of ways of overcoming it, and if you don’t overcome it you’ll never get on boards. 

Gloria: I think lawyers are well positioned to go on boards, but people view you as not understanding business.  It’s a shame because the analytical approaches that we learn in law school and use throughout our careers are such that they really do serve you well on a board of directors.

Catalyst: Do you have any suggestions for how to overcome that stigma?

Mary: For women lawyers, they need to do more networking and find more sponsorship by corporate executives or directors, and they’ve got to start thinking about their resume. One of the things I did with mine was to focus on two to three industries I had done a lot of legal work in. Visa is a very large networking company and has had a lot of antitrust challenges, so the fact that I was an experienced antitrust practitioner wasn’t enough to get me on the board, but that and my board experience got me on the board.  Think about your legal background in a way that is different from how you would get hired to a law firm.  How can I take everything I’ve done and repackage it to help the recruiting boards see that I have a very interesting, deep mix of experience?  The way you normally think about your expertise in law won’t resonate very well in the boardroom. 

Catalyst: How do you view your board service in terms of the grander arc of your professional career?

Mary: I was very fortunate to go to Pillsbury, which had two women partners ahead of me.  It was literally the only firm in the country that had that at the time.  Both of these women were extremely talented and they both ended their legal careers by going on boards.  So I had right in front of me this incredible visual path. 

When I was elected the CEO and Chair of Pillsbury, my board at Pillsbury allowed me to go on one public board. Being on that board really helped me develop as a CEO because I had another CEO to watch. It was an incredible leadership school for me. On a board you’re together a lot, and you’re working on problems together and you have a shared fiduciary duty, so it creates very tight bonds of friendship.  It’s a very interesting dynamic that I really didn’t see at all until I got on boards. 

Catalyst: What has been the most rewarding aspect of being a corporate director?

Gloria: I take as much as I give.  When I’m sitting in that boardroom working as a director for Aon Corporation I learn so much that I then bring back to my job. The two are synergistic because I learn so much in the boardroom at Aon, and then when I’m at McDonald’s if there’s a similar problem I’m enriched by the Aon experience.  It’s terrifically intellectually stimulating.

I also enjoy being on a board because it exposes me to people I wouldn’t necessarily get to rub elbows with. I’m a general counsel so I work for a CEO—I wouldn’t necessarily be on an equal basis with CEOs and former CEOs regularly. It gives me an opportunity to get to know and understand how these people, who have been very successful in their own walks of life, approach problems. It’s interesting to hear from a marketing person, a finance person, and an educational or cultural leader. It’s a mosaic that comes together amazingly into a nice picture. 

Catalyst: What challenges have you faced during your time as a corporate director?

Gloria: The most challenging thing being a lawyer on a board is not being a lawyer. You’re used to being “the lawyer,” but the fact is if there’s a legal issue there is someone else to look to, it’s the general counsel or on occasion it might be outside counsel. It’s really hard to take off that hat and say, “my role today is not to be the lawyer. My job is to work collaboratively with this group of people and try to get to a resolution.” 

Mary: Every board has times when things aren’t going well in the company, in the business, or sometimes in the board dynamics.  It’s important, despite all the tight bonds, that every director in those moments really go within and be courageous enough to give the matter their independent best judgment.  That doesn’t mean that your way will prevail, but you get a much greater wisdom in the boardroom if everyone really tells the truth as they see it, and then works together to come up with the right answer. 

When I was first on boards, I was the youngest board member, often the only woman, a lawyer not a business person. I had to remind myself regularly about this duty. It would have been so much easier for me to go with the majority. But I would always challenge myself to give it my best shot. It’s probably enhanced my status on the board by being as independent as I was. You’ve got to be independent but also creative, and flexible enough that you don’t end up always being the odd person out and refusing to compromise; that’s unproductive board behavior. All my years as being a lawyer has helped me with that, because being a good counsel to your client means you give them your best ideas as honestly as you can, and then you work with them to see what they can live with. It’s this constant pressure to be ever more creative to dig your way out of whatever box you happen to be in, that really leads to negotiating on boards to compromise solutions. 

Catalyst: Have seen any recent trends emerging in the world of corporate governance?

Mary: One thing that I think it really critical is the urgency with which women and the gender issue are being addressed in the boardroom. There are still many boards that just give it lip service. Of course there is a lot of pressure on boards that have one or no women to put women on boards. One thing that scares me a little bit, is that there’s kind of a sense in most boardrooms that 30 percent women is a safe harbor. As soon as there are three women the process goes back to finding “the right” candidate, which means the emphasis goes back to the pool of CEOs where women are hugely underrepresented.  To me, it’s long past the time when we should have gender equity, which is 50 percent women on boards. 

Catalyst: Do you feel a personal responsibility to push for diversity in the boardroom?

Gloria: I don’t think that I’m on the board to be a Hispanic woman. I’m a director who happens to be a Hispanic woman, who brings a perspective that is hopefully different and complementary to the other perspectives on the board.  I don’t think increasing board diversity is a side issue for a board: any board is interested in ensuring they have diverse perspectives, and that’s what makes a board work. Those directors who serve on the nominating committee have to keep diversity top of mind. It’s not my role to necessarily advocate, but it’s fair to be someone who reminds people of what that perspective is. I don’t shove that out of my personality when I’m in the room.  

Mary: If I have a choice of what leadership to take, I try to take the nominating committee. I’m the chair of the nominating committee on three of my five boards. Then I run the process of director selection.  I can make sure we’re using headhunters that are in touch with this network, and are capable of bringing to the committee a slate of potential directors that have women of equal strength as the men. 

Catalyst: Do you find you get positive reactions when the question of board diversity is broached?

Mary: I don’t find any overt pushback to my bringing this up. There will be a couple of male directors who will take up the charge, if I bring it up they will jump on it, and make sure to keep pushing. That’s the healthiest dynamic. I have another board or two where I am still the lone voice. You can almost hear the internal rolling of the eyes when I bring it up. That kind of behavior starts to go away when you have three women in the boardroom, but until then, the change depends on how willing to step up and be overt about it the women in the boardroom are.  

Catalyst: What is your advice for women who are looking to serve on corporate boards?

Gloria: First tip is to be successful at your career, your primary career. Some people believe that you just knock on the door and people think that you’re qualified to be on a board of directors and frankly you’re sitting in a room with some very accomplished people, so you need to be an accomplished person to be taken seriously.

Don’t start out with a public company board.  If it sounds romantic, go through the steps of going on a nonprofit board to get a sense of what it’s like to be on a board. Not all nonprofits are created equal, so some are more challenging than others.  I had been on the boards of some professional organizations, and I had the opportunity to go on the board for a nonprofit hospital.  That was a huge step up because it was a very large business even though it was a nonprofit.  I learned so much from serving on that board about governance and running a business. 

If you go on a board and it doesn’t work for you, don’t be afraid to walk away. You don’t want to spend your time in a place where you find the culture isn’t what you’re comfortable with, or you discover that you have no particular passion for it. Be prepared to respectfully and thoughtfully walk away. You need to immerse yourself in a business, and if you find that you can’t get interested in it, then it’s probably not the right board.  Don’t jump at the first opportunity that comes down the road. Especially if it’s a public board, because then it’s a little harder to walk away. 

Mary: You have to be realistic about whether you have the right qualifications. In the Fortune 500, over half the executives are women but mostly on the staff side. The line operating jobs tend to be the ones that qualify you for the board. In planning your career, it’s not to say that you can’t get on a board from some of these other roles, especially finance, but its line operating that makes you most attractive. 

The other thing is that it is in fact a networking game. While headhunters are involved, more than half the board seats go through nominations that come out of the directors on the board. It’s important to think about who you know on boards or around boards, and develop a relationship with them, talking to them, get them to be a coach and sponsor for you before you’re ready to get on boards.