Corporate Boards: How to Join One And Ensure Board Diversity With BETs Former CEO Debra Lee
April 7, 2021
Debra Lee spent 13 years as the chairman and CEO of BET Networks, has more than 20 years of board service across seven different public boards, and currently serves on boards of AT&T, Burberry, Marriott, and Procter and Gamble.

She is the founder of Leading Women Defined, which has an annual networking conference for successful black women, and a new consultancy called Monarch Collective. Here she shares her personal board experience, what it takes to get on a board, and why board diversity is so necessary.

You've been on several boards, which came first? What was it like to join them? What was the process?

The first board I went on was Kodak in 1999. They had called the CEO of BET, Bob Johnson, to see if he wanted to be on the board. Bob told them he had too many boards, but he had a COO, who happened to be me, that he'd like to recommend. So I talked to George Fisher, the CEO of Kodak, we hit it off, and he invited me to be on his board.

The second one was Washington Gas, which was my local board. I went on that one because I knew the CEO, who was a black male CEO. When he asked me to be on the board, I felt almost obligated to support him. From there I went on Marriott, which I've been on for almost 20 years. The CEO, Bill Marriott at the time, had heard about me and asked a friend of mine if he thought I would be interested. I had lunch with Bill, I still call him Mr. Marriott, and went on that board.

Over time, the composition of my boards has changed. In one case, a company I was on went bankrupt, and I was also on the Revlon board for a couple of years. Then when I retired from BET three years ago, I knew I wanted board service to be an important part of what I did in my next phase. So I stayed on Marriott. AT&T called and asked me to come on their board because they had acquired Warner Media, and they didn't have any board members who had been in the content business. Then I spoke at a Leading Women Defined conference, where I mentioned publicly being interested in fashion. One of the women, an executive at Google, heard me. When she was approached for the Burberry board but couldn't do it, she recommended me. Last but not least, P&G came calling - I had planned to only hold three board positions but I knew what a great company P&G were. I had worked with their Chief Marketing Officer Marc Pritchard for many years, and I knew how committed they were to our community and to doing the right thing. So I agreed to go on that board.

Most boards, if they're really thinking about their business, want to diversify their board, because that's how you improve your business and appeal to the audience and consumers that you serve.

I guess what you can learn from my story and my experiences is, you never know who's going to put your name forward. The first step, if you're interested in being on a board is to let people know you're interested. Hopefully, those people are either on a board or know a CEO who's looking, or may even send you to us at the Monarch Collective. Our goal is to get more black people, women, and indigenous people of color on boards. Diversity does mean so many things, but we're focusing on on black, corporate board candidates. It's just taking these companies too long to change and that became clear this past year with the racial divisiveness we've had in this country.

What board related experience did you have before serving on your first corporate board?

I didn't know very much about board service, I had been on some not-for-profit boards. My first not-for-profit board was the alumni magazine of my alma mater, Brown University. Someone there called me out of the blue and asked if I wanted to be on the board. I knew that was a good way to give back to my university. Then a few years later, they asked me to serve on their board of trustees ie their governing body. I was also on the audit committee.

BET went public when I was there. We were the first black-owned company to go public on the New York Stock Exchange, in 1991. At that point, I was general counsel, so I had to quickly learn about boards and how they operate. That was a great learning experience. But, you know, there are different ways to learn about serving and there are different ways to get on boards.

Was there a specific skill set they were looking for that you brought to the table for that first board? And then on subsequent boards?

First of all, it was 1999 - a few years after Sarbanes Oxley. And Sarbanes Oxley made it harder for CEOs to put their friends who were CEOs on boards. Your board had to be independent. You couldn't have an interlocking board where you were on someone's compensation committee and they were on yours. Companies were forced to diversify their boards. There also used to be a time when boards would only accept CEOs, because the common thought was that other CEOs made the best board members. That's changed over the years.

When I went on my first corporate board, I wasn't CEO yet, but I was on the track. I think they decided to take a chance on me. Nowadays, the filters have changed and boards also look for CMOs, marketing experts, or cybersecurity experts. Of course I'm sure it was important to the CEO of Kodak that I was a black woman. He had a black male board member who went on to become the ambassador of South Africa, so had to resign. When I went on the board, I was the only black person for several years. Most boards, if they're really thinking about their business, want to diversify their board, because that's how you improve your business and appeal to the audience and consumers you serve.

What constitutes a well-balanced board? When a board working effectively and in harmony, what are some of the elements you see at play?

A good diverse board is when you get to a point where you're not counting the number of heads: I have one black person, I have two black people. I've been on boards where they've gotten the numbers up to 50% women, which is amazing, or they have three or four black board members or Latinx people. You try to get the most diversity that you can.

No one wants to be the diverse board member, you just don't. If you can be one of three, that's better. I have heard that with women, three women minimum on a board is best. Once you get someone like me on the board, I'm going to make sure someone comes up behind me. I've served as head of nominating and governance committees for several boards. You have a lot of power in that position in terms of which search firm you hire and how you set the filter for what you're looking for. You can use your power to shape the diversity of a board.

The bottom line is, the more diversity you have, the more profits you have, and the better the business does. I started the Monarch Collective to help companies find those diverse candidates. My partner Rabia de Lande and I were talking about the George Floyd incident, and how all of a sudden diversity was being talked about again. A lot of companies wrote checks to equal justice organizations, a lot of companies created beautiful PSAs about how committed they were to Black Lives Matter. But younger Millennials said "wait a minute, what does your board look like? What does your senior leadership team look like? "And they started putting up photos on Instagram. Companies were embarrassed because they had all-white male boards. So they started quickly looking but didn't have the procedures in place to find the talented black board members. Rabia and I talked about it and between our networks and our experience, we decided that we could be very helpful to companies; so we're looking for companies to hire us, but we're also looking for people that are interested in being on boards. People can sign up on our website. We announced it in the day before the inauguration, and we had great press coverage and a lot of interest. So the word is getting out.

For the companies that have made pledges and want board diversity, what are some of impediments to success?

What isn't working is that they're fishing in the same pond. They only know a limited number of potential black board members and everyone's trying to get the same people. They've been using the same big search firms for 30 years and those search firms haven't established a real database. When they need diversity, they'll call one of their black friends and ask for a recommendation.

Also, the CEO really has to press this, the lone black person on the board shouldn't have to be the one to push these issues. I know, I'm on the Marriott board. We have a diversity committee and we look at the board, at senior leadership positions, and at the number of hotel owners who are diverse. It's a board level committee, and they have to report to me every quarter on how their numbers are doing and what their scorecards look like. So there are a lot of different ways to ensure that this happens. But companies have to really be dedicated to it. It can't be a one time thing. You can't do it once and say now I have a black person, I'm done. That's not true diversity.

How are you ensuring new candidates are ready to take their place and be a valuable board member?

One of the things we are offering to companies and to individuals is training for board service, because a lot of people don't know what's involved. We came up with five modules where we teach people what board service includes--serving on nominating and governance, why it's important to be a committee chair, why you want to one day be Chair of the Board because that's a higher paying position and one that has a lot more input.

We are also happy to go into companies and train their executives if they want them to serve on other boards. Usually when you go on a board, the first thing they do is teach you about the company, which is great. They have the CEO, CFO and head of marketing come in and talk to you. You learn about the business. But they never teach you anything about being on a board. They assume you know that. We're going to ensure people do know that before they get into their first board meeting.

After 20 years of service on boards, I know there are no dumb questions. That's how everyone gets to be a better board member, by asking questions and paying attention.

What is the makeup of a great board?

A lot of companies still want sitting CEOs, so at least one or two on the board or maybe someone who's recently retired. I think more boards right now are looking for people with international experience. With all the people being hacked, you also hear a lot of companies talking about cybersecurity. They don't look at it as, "we have to cover every department in the company." They look at it as "what is the business doing right now and what do we really need?" That might be someone with technical or digital experience eg you hear a lot of people looking for digital natives as companies try to make that transition. It really depends, but the basics are that companies operate by governance issues. If they're looking for someone to be on the audit committee, audit committees require that you have financial experts, so that can be an issue. If you're starting from scratch, I would first look for people who have been on other boards and who know about governance and hopefully something about your business.

How do you juggle the priorities of several boards?

That's a good question. The first thing you have to do is make sure the dates work - that none of the dates of the board meetings overlap. That's the first thing they'll ask you to check if you're interested. Second of all, you have to devote the time for preparation before the board meetings. They usually send out reading materials a week or so in advance. Then when you're in a board meeting, you should be an active board participant. That doesn't mean you have to talk all the time just to hear yourself talk, but you should be comfortable enough to ask good questions, and not hesitant. The first time I walked into the Kodak boardroom, I was overwhelmed. They had big leather chairs and pictures of the board from the past 100 years. It took me a while to find my voice because you're afraid you might ask a dumb question. Well, I after 20 years of service on boards, I know there are no dumb questions. That's how everyone gets to be a better board member by asking questions and paying attention.

And make sure you're interested. The worst thing in the world is to sit through two days of board meetings for a company that you're not interested in. So when I people ask my advice, I say, find a company or industry that you're really interested in and try to get on those boards. Don't go on a board just for the money, because you'll be bored to death and it won't be good for you or the company. Find something that you're passionate about and where you want to be helpful. In the 20 years, I've been on the Marriott board, I've seen it grow into a large global company. It's very personal to me.



/*video overlay play button*/