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Office Hours: I’ve spent more than two decades advising boards of directors and helped 1,800+ companies through IPOs, spins, activism defenses, bankruptcy exits, and more. I’m Rebecca Thornton. AMA!Featured

rebeccathornton'srebeccathornton·Jul 17, 2022
Posted in:Office HoursManagement and LeadershipCareer Growth

Hi Elphas!

I’m Rebecca Thornton and I’m the Head of Director Advisory Services (DAS) at J.P. Morgan New York where we advise corporate clients globally with their evolving board needs.

I’ve spent more than two decades advising boards of directors on topics ranging from director recruitment, board design and composition, governance best practices, to CEO search and CEO succession planning.

Throughout my career, I’ve advised over 1,800 companies across a wide range of industries and special situations, including IPOs, spins, activism defense and companies exiting bankruptcy. I’ve also worked with private equity firms, families and founders looking to evolve their governance models.

Before joining J.P. Morgan, I was a senior member of Spencer Stuart’s Board of Director’s Practice. Earlier in my career, I worked in the Chairman’s Office of Heidrick & Struggles where I conducted candidate and company intelligence in support of Fortune 500 CEO and Board searches.

Outside of work, I enjoy time with my young family, usually doing some combination of cooking, hanging with friends, listening to music / watching old movies and traveling. When time affords, I love a good game of tennis or shush down a mountain.

I'm passionate about governance and bringing under-represented voices to the board-table. In support of that mission I’ve made several appearances across varied media platforms such as The New York Times, Bloomberg, Clubhouse, and LinkedIn as well as appearing as a guest on podcasts from Apple and Spotify.

Ask me anything about identifying, evaluating, and positioning yourself for board opportunities, expectations in compensation, director recruitment, CEO succession planning, governance models, or anything else!

ElphaStaff'sElphaStaff·Jul 17, 2022
Thanks so much for joining us @rebeccathornton!Elphas – please ask @rebeccathornton your questions before Friday, July 22nd. @rebeccathornton may not have time to answer every questions, so emoji upvote your favorites 🔥👍🏾➕
rebeccathornton'srebeccathornton·Jul 22, 2022
So glad to be here @ElphaStaff - thanks for the invitation! Am excited to engage with these dynamic women and address these great questions!
milagrandes'smilagrandes·Jul 21, 2022
Hi, Rebecca! Thank you for taking the time to answer our questions and for being available to share your knowledge with us 🤩My question is a bit simple: what is the best way to position yourself for a board opportunity? In your opinion, where would be the best place to look?Thanks!Mila
rebeccathornton'srebeccathornton·Jul 22, 2022
Hi @milagrandes - glad to be here! Thanks for the question. @iynna asked a similar one above which I hope helps answer the part on positioning. Regarding best places to look there is no shortage of talent resources and talent firms. A few which come to mind: Search Firms such as Heidrick & Struggles or Spencer Stuart; Other professional services firms (accounting, law, strategy consulting firms) who advise boards also play a role in surfacing talent; Director related communities like National Association of Corporate Directors, Athena Alliance, Him for Her, Boardlist, Women in the Boardroom etc etc are also terrific sources for companies looking for directors. But the very best resource is your own network!
rebeccathornton'srebeccathornton·Jul 22, 2022
I'm not sure if you can see others questions/posts so quick revision to address how to position yourself for board service: Be intentional in your career development. Regularly check-in and revise the plan but make sure you are keeping to the following fundamentals: First - do your day-job really well. Be known for what you do internally and externally. Become a sought after expert. Second - Network, network, network - both inside your (industry, function, community, alma mater) as well as outside. Third - Seek challenge in your profession. Get out of your comfort zone. Seek different functional exposures; gain international experience. Four - be intentional in selecting mentors, sponsors and advocates both inside your firm and outside. Build your own board of directors/advisors who can help
rebeccathornton'srebeccathornton·Jul 22, 2022
sorry got cut off ... who can help you make this ambition a reality. Solicit feedback early and often. Five - On the governance side, seek opportunities to present or observe boards in action. If you are passionate about a cause, get involved in non-profit board service. Great way to expand your network and see how a board functions. Even though it in itself won't likely lead to a corporate board seat, it can be good training. Six, in the same vein, board service programs like those offered by NACD (National Association of Corporate Directors) or Harvard or Stanford, have their merits and will certain provide excellent grounding in what in means to be an independent director. But over the course of nearly 2000 board searches I've been a part of, those sorts of certifications have never been a selection factor. Some general thoughts - hope these are helpful!
milagrandes'smilagrandes·Jul 23, 2022
Thank you @rebeccathornton! For the detailed and insightful information! I'm bookmarking this and so excited for the future. Thank you for sharing your knowledge with us!
deandreamartin'sdeandreamartin·Jul 21, 2022
What were doing career-wise at 25-26 years old to get where you are today?
rebeccathornton'srebeccathornton·Jul 22, 2022
Hi @deandreamartin! I was lucky to stumble into recruiting right out of school. After an internship with Spencer Stuart during college I joined one of their peer firms and worked my way up from Research to Associate to Engagement Manager and eventually Consultant/Partner. At 25/26 I considered going to Business School but found there was a clear path for me - doing the work I loved - without it. Hope this answers your question! :o)
IClaudiaD'sIclaudiaD·Jul 22, 2022
Hi @rebeccathornton thank-you for being so generous with your time and knowledge. Many global companies seem to focus their board composition locally despite having global impact. Do you see any evidence of this changing with growing interest in ESG governance? From your experience advising on board design, composition and director recruitment globally, what is the best way for someone based in Europe to position themselves for boards of global companies in regional jurisdictions beyond where they are based?
rebeccathornton'srebeccathornton·Jul 22, 2022
Thanks for the great question @IClaudiaD! There has always been keen interest from multinational companies to have a board comprised of a diversity of geographical backgrounds. However what often has gotten in the way are travel logistics, time zones and language/cultural differences. So while I do think technology has made some of those pain points less acute, I don't know that boards are going to be as expansive in their sourcing across borders as we might want. IMO the best way for a European to position themselves for boards of global companies outside of where they live is to connect with communities (NACD or Women Corporate Directors), corporate advisors + relationships (friends of friends) in the regions most likely to be a fit (see travel and language above). In parallel, be sure to follow some of the advice given above to @milagrandes and @iynna. Hope this answers your question - and best of luck in your search!
IClaudiaD'sIclaudiaD·Jul 22, 2022
Thankyou!!
iynna'sIynna·Jul 19, 2022
You're truly amazing @rebeccathornton and I am really thankful for your time! My question is pretty simple, how can I position myself for board positions (especially corporate boards) this is something I'd love to get as I grow in my professional career and I think I'd be a great addition. What can I do now, being in my late 20s in the midst of my MBA, being a mid-career professional (which is in venture capital and I'm here to stay) to ensure I am being seen and considered for those opportunities: is a combo of networking + being vocal about what I want the secret to success? Or do you have other recommendations?I am so excited to hear your feedback and thank you again for your time!
rebeccathornton'srebeccathornton·Jul 22, 2022
@iynna thanks for the shine; you're pretty amazing too! :o) To your question: treat aspirations such as board service as a regular part of your development plan. Regularly check-in and revise the plan but make sure you are keeping to the following fundamentals: First - do your day-job really well. Be known for what you do internally and externally. Become a sought after expert. Second - Network, network, network - both inside your (industry, function, community, alma mater) as well as outside. Third - Seek challenge in your profession. Get out of your comfort zone. Seek different functional exposures; gain international experience. Four - be intentional in selecting mentors, sponsors and advocates both inside your firm and outside. Build your own board of directors/advisors who can help you make this ambition a reality. Solicit feedback early and often. Five - On the governance side, seek opportunities to present or observe boards in action. If you are passionate about a cause, get involved in non-profit board service. Great way to expand your network and see how a board functions. Even though it in itself won't likely lead to a corporate board seat, it can be good training. Six, in the same vein, board service programs like those offered by NACD (National Association of Corporate Directors) or Harvard or Stanford, have their merits and will certain provide excellent grounding in what in means to be an independent director. But over the course of nearly 2000 board searches I've been a part of, those sorts of certifications have never been a selection factor. Some general thoughts - hope these are helpful!
rdv27'srdv27·Jul 19, 2022
Hi Rebecca, thank you for donating your time. Womxn often tell me that they “listen in” to board meetings and “take notes”. Yet, I haven’t seen that as pathway to the board room due to lack of attribution. As a Founder, I decided to change how that game is played. I created an additional board observer seat for a woman. That way, they receive attribution for their work with a more defined pathway to the board room. I had an overwhelming response to this opportunity, many womxn even seemed overqualified— shocked that they had not yet been on a board (15 yr IBer at GS, etc). Once you’re on a board, it seems like the opportunity to get on more boards more easily follows. How can I partner with strategics to expand the board observer opportunity to create a faster path to equity in the board room? Is it too much of a shot in the dark to ask for IB or HimforHer to consider expanding their mandates?
rebeccathornton'srebeccathornton·Jul 22, 2022
Thanks for the great question @rdv27! Love this idea. Why not push even further to create mandates for formal female representation on the boards where you are invested? Observer status only goes so far IMO. As to the question about strategics, HimforHer is a fantastic organization with a great and diverse talent pool, but I would argue the power is really with the investors and the governance model they design. Hope this answers your question!
lauraglu'slauraglu·Jul 25, 2022
+1 to this, Rebecca! We find that influencing the influencers is the best path here.
Corazon178·Jul 18, 2022
Hi Rebecca, do you have any suggestions on how to find and join a board? I’d like to share my experiences gained over the years and have found the process of finding a board to join very difficult to navigate!
rebeccathornton'srebeccathornton·Jul 22, 2022
Hi! I think I have answered this in some of the other questions above but in short: position yourself and your brand early and often in your career. Network, network, network. Step out of your comfort zone to try new industries, functions, geographies. Gain board exposure through your company or through non-profit service. Plant lots of seeds with communities of talent - whether advisors, search firms or friends/acquaintances you know serving on boards. The process is long and rarely linear - especially b/c no one place has a monopoly on talent or opportunities - but with the right experience-set and right networks it should fall into place. Good luck!
JCLindquist'sJCLindquist·Jul 18, 2022
Remarkable career 🙌🏾! Curious to understand your thoughts on how companies at the board level and C-suite level are viewing the great resignation? Is it inspiring them to reconsider how they recognize, value and treat employees? Do you/they believe the great resignation is short term trend or a profound shift in employee expectations on how they view their work/careers?
rebeccathornton'srebeccathornton·Jul 22, 2022
Thanks for the glow @JCLindquist! Love the question. I believe it is a profound shift. Culture, inclusion, transparency, work/life balance and mental health are now table stakes for employers and employees are showing they will vote with their feet if they aren't being fed those things. It absolutely is inspiring companies to reconsider and re-imagine how they recruit, retain and reward their employee base. The good news is that as more companies get this right, the bleeding of the great resignation will start to stem and steady.
JCLindquist'sJCLindquist·Jul 23, 2022
Appreciate the insight and it is encouraging to learn that executives and boards understand the necessity to create more sustainable work environments. Burnout is becoming it’s own pandemic.
Filomena21·Jul 18, 2022
What would you say is the "minimum" work experience required to join a board? Is it a requirement to have run a P&L of a certain size, or to have started a company that grew to x in revenue? Or can you just have worked in a specific industry for over a decade?Also curious if you see different "minimums" for men vs. women.
rebeccathornton'srebeccathornton·Jul 22, 2022
Hi and thanks for the question. I don't know that there is a minimum per se ... Public companies usually look for 20-30 years experience but as "age diversity" continues to be of interest suspect that could come down. Having run a P&L (of any size) is very helpful - as is scaling significant growth. Put simply the more diversity of experience (multiple exits, multiple companies, industries, functions, geographies) the more dimension you bring as a candidate (and therefore the more opportunities you may see). That said there are hundreds and hundreds of board members who stayed in one lane their whole careers - especially true of CFOs for example - but those executives distinguished themselves in that lane, building their personal brand as one of the best at what they did (and being known for leadership skills that play well with others!) Hope this answered your question! :o)
rdv27'srdv27·Jul 19, 2022
I see a lot of racial diversity mandates for Black and Latinx. I am guessing less than ~5% of reports (I would venture to say 1%) I read, nothing mentions Native Americans. When it comes to funding, board representation, and especially for *ESG initiatives (the very essence of Indigenous culture) they don’t even include Indigenous representation/funding numbers. Why do you think Natives are continuously left behind, not included, and/or forgotten about? When ESG metrics are created, has the conversation ever covered topics on Indigenous people, tribal land development, or acknowledgement that colonialism oppressed Native communities to profit off what contributed to climate change?
rebeccathornton'srebeccathornton·Jul 22, 2022
Interesting question @rdv27. The "why" is way beyond my expertise - but agree more should be done. I have not seen this topic addressed much in the US but am aware of some discourse in Australia where this topic is also deeply rooted in its social and industrial history.
Nyaima'sNyaima·Jul 21, 2022
Ciao @rebeccathornton, Thank you for this AMA. I am curioius about the term, activism defenses. How would you describe it and the work you do in that area.
rebeccathornton'srebeccathornton·Jul 22, 2022
Hi @ Nyaima! Thanks for the question. Warning: very simple definition coming up! :o) Activism defense is when a corporate/company has an investor who is unhappy with the growth, strategy, management team and/or board of a company and the company needs to DEFEND itself from the investor. Typically that investor will push for changes by threatening to nominate board members he/she selects as alternatives to those currently on the board of the company. I have typically worked alongside the corporate in defending their strategy, governance model etc. from the investor, but earlier in my career I also worked with activists. It's a fascinating aspect of corporate governance ... There are tons of resources on this topic online if you are interested in learning more.
Nyaima'sNyaima·Jul 23, 2022
Thank you @rebeccathornton, This is extremely interesting and makes lots of sense. I've actually witnessed this situation where the board was fragmented by an unhappy member/investor, but I had no idea that mitigating the damage of this threat was called Activism Defenses. Very cool to hear about the work you've done in this area.
annajmcdougall'sannajmcdougall·Jul 19, 2022
Hi Rebecca, it's so wonderful to have you here! I've just reached the Director level at a tech subsidiary of Germany's largest publishing brand (I actually published an article here on Elpha recently about my salary journey!), and being on a board is definitely a bucket-list item for me. I've only been in the job for 3 months so I'm looking medium- to long-term here, and wondering what kind of steps would be best to position myself to be considered for board participation?Another question would be how board members are found/selected? I'm guessing they're headhunted which begs the age-old question of "how do I join a board if they're looking for people already on boards?".
rebeccathornton'srebeccathornton·Jul 22, 2022
Hi @annajmcdougall - thanks for the question and congrats on your career. Much of this has been addressed by others above but to your last question about the Catch-22 with board service. Some good news: board experience has become much less of a gating item over the last few years. More like a "nice to have" or a company will want the person to bring "board exposure" (meaning the candidate has attended board meetings and/or knows the difference between managing and advising etc.) So to your other point - how do you get found? Headhunters only own about 30% of the market - which means 70% of companies source directors through their own networks. So you need to be visible, known for something sort of unique within your community, industry, function, geography, alma mater etc. Hope this helps - best of luck with your search!
rebeccathornton'srebeccathornton·Jul 22, 2022
Not sure whether you can see others questions/answers and want to be sure to address your question about the steps to take: treat aspirations such as board service as a regular part of your development plan. Regularly check-in and revise the plan but make sure you are keeping to the following fundamentals: First - do your day-job really well. Be known for what you do internally and externally. Become a sought after expert. Second - Network, network, network - both inside your (industry, function, community, alma mater) as well as outside. Third - Seek challenge in your profession. Get out of your comfort zone. Seek different functional exposures; gain international experience. Four - be intentional in selecting mentors, sponsors and advocates both inside your firm and outside. Build your own board of directors/advisors who can help you make this ambition a reality. Solicit feedback early and often. Five - On the governance side, seek opportunities to present or observe boards in action. If you are passionate about a cause, get involved in non-profit board service. Great way to expand your network and see how a board functions. Even though it in itself won't likely lead to a corporate board seat, it can be good training. Six, in the same vein, board service programs like those offered by NACD (National Association of Corporate Directors) or Harvard or Stanford, have their merits and will certain provide excellent grounding in what in means to be an independent director. But over the course of nearly 2000 board searches I've been a part of, those sorts of certifications have never been a selection factor. Some general thoughts - hope these are helpful!
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