The role of a board of directors

old school board room

I’ve been a joiner and doer my whole life. I first was asked to join a non-profit board in 1999. At the time, I had little to no idea what serving on a board really meant. I just suspected that I was being asked to do a bunch of free work. And while that’s partly true depending on the organization and its makeup, over the past 21 years of board service, I’ve learned that serving on a board is much deeper than that. 

I’ve since served on a variety of boards and advised many corporate c-suite executives. My learnings are from both non-profit and corporate settings. 

The board’s job is to protect and uphold the mission and vision of the organization it serves. 

The board typically has one employee – the Chief Executive – and ultimately, the board’s role is to act as guardrails for the organization, checking and balancing the CEO’s decisions against the organization’s mission. A nuance that’s sometimes missed by someone new to board service is the natrual tension between the board and CEO. Oftentimes, the boards members know the CEO personally, but ulitmately, the board is the CEO’s boss. Nurturing a strong and healthy working relationship with open lines of communication is critically important and I’ll touch on that in a different article. 

Serving on a board doesn’t necessarily mean doing a bunch of work that the organization’s employees should be doing. Of course, organizations in early stages, fundraising mode, or in the midst of M&A activity will find its board committees very busy. During crisis times, the board’s role may shift into more “hands-on” coaching or even rolling up of the sleeves to do important work. But I learned from a wise advisor that the board “shouldn’t catch a cold.” This means that board members shouldn’t be in the day-to-day grind and decision making. They need to stay focused on supporting and guiding the CEO. 

When I served as board chair for the Wharton Club of Southern California, our mission was to establish and nurture networking opportunities for our 5000+ alumni and maintain a strong sense of connection to Wharton’s Philadelphia program. For the university, its main interest was to develop and maintain strong connections to its alumni for fundraising purposes. I deeply believe that an organization needs to provide some sense of connection or value in order for donors to come forth. It’s why Sally Struthers was so successful with Feed the Children. 

It was abundantly clear to me that through the use of technology, we could achieve both goals of serving our alumni with meaningful networking events to maintain that strong connection to the university and providing the school the important alumni data. This was the virtuous cycle we wanted! Of course, the university eventually could take it further, analyzing recency, frequency and monetary spend – basic customer lifetime value (CLV) metrics – to find alums more likely to be involved in capital campaigns, speaking on campus, mentorship, but that’s a separate topic and takes us into a deeper dive into what CLV means for a university. 

After a solid run on this software platform for ~10 years, 30+ alumni clubs around the world were enjoying more engagement and growing their networking opportunities. Unfortunately, the platform developer got into some spat (not sure!?!) with the university, leading the university to cut ties entirely. 

What now?! 

The university’s decision left our club in an interesting and challenging position. We were a standalone non-profit entity not directly or legally associated with the university, so we were free to make our own decisions. When the university chose a new software platform, they were keen on our club migrating as we’d been their key tech influencer across the globe. But the new platform didn’t have the basic features we needed to run our club – member directory, event ticketing, member discounts, an event calendar. 

IF the board wanted to uphold the mission and vision of the club to provide networking opportunities to our constituents, this new software choice was a non starter. However, we also appreciated the university’s position of wanting all of its clubs to be on a singular platform. 

The difficult decision was made to stay our current course, breaking away from the university’s technology transition. Our club and its volunteers had worked too hard to build up our membership, event calendar and networking groups and the board’s role was to protect our mission. So we did. And the club remains one of the most active Wharton alumni clubs in the world and it’s likely it will migrate back to the school’s tech given their platform’s feature expansion in the past 5 years. 

While serving on another board, we were faced with a CEO who started displaying traits and behaviors that weren’t aligned with the organization’s mission and vision. While subtle at first, the CEO became more brazen with misaligned decisions, direct threats and outbursts that were highly unproductive and jeopardized the organization’s future. Through months of heated discussion and debate amongst ourselves, with advisors and counsel, the board held firm that protecting the organization was of utmost importance. While this led to a tumultuous and emotionally draining season, looking in the rearview mirror so many years later makes it abundantly clear that the decision to transition the CEO was the right one. The organization continues to thrive, remaining laser focused on its key mission. 

Mentor DNA faviconKey points: 

  • A board’s purpose is to protect the mission and vision of an organization
  • A board’s job is to hire, fire and manage the CEO + nominate the most qualified future board directors that bring diversified thinking to the table 
 

Before you join a board, get really clear on why you want to join and what your role as a board member is.

 

Mentor DNA faviconResources on what the role of a board of directors:

Jeff Ayeroff

Jeff Ayeroff
 

Jeff Ayeroff is a music industry legend. Besides the interns, I was the most junior person at the WORK Group when Barbara Jones hired me as her assistant. I answered a TON of calls, sent a billion faxes, and had the chance to sit in on meetings with Jeff and his Co-President Jordan Harris, as they discussed marketing strategies for the likes of Fiona Apple, Jamiroquai, Mercury Rev, Sponge, amongst so many others.

His renegade approach to management resonated with me, and it’s Jeff who taught me to beg for forgiveness rather than ask for permission. I wasn’t your typical Wharton grad…I didn’t go into banking, consulting, or accounting. I passed up the big bank paychecks to work in the entertainment industry, went back to Philly for my MBA, then went straight into the tech startup world when I graduated with my MBA. 

This episode is chock full of great music industry stories and fantastic lessons about the importance of company culture, taking care of your teams, and getting your hand slapped while onlookers marvel at your ingenuity. 

Jeffrey Ayeroff is an American record executive who has worked for A&MWarner RecordsVirgin U.S.Work GroupApple, and Shangri-La Music. He founded Rock the Vote in 1990 in response to a censorship campaign against artists’ use of explicit language.

Jeff graduated from USC Gould School of Law in 1971, and worked as an Entertainment Attorney before joining the ranks at A&M Records as an assistant to then-President of the label, Gil Friesen, in 1974. He became A&M’s Director of Product Management & Creative Services in 1977 followed by Vice President of Marketing and Creative Services in 1978. At A&M, Ayeroff developed visual campaigns for The PolicePeter FramptonThe Carpenters, and Supertramp, to name a few. Beginning in 1983, his duties as senior vice president of Warner Bros. Records , included overseeing marketing, advertising, creative direction and music videos for artists such as: MadonnaSteve WinwoodZZ TopDon HenleyPrince, and Dire Straits. Ayeroff earned two Grammy Award nominations in the category of Grammy Award for Best Recording Package in 1985 and 1986 for his work with A-ha and Talking Heads. His creative direction on the Stop Making Sense album cover was also included in the Museum of Modern Art exhibition, “Making Modern Music: Design For Ear and Eye.”

Ayeroff left Warner Records in 1987 and, along with partner Jordan Harris, opened the U.S. label offices for Virgin Records after an invitation from company owner Richard Branson. Ayeroff and Harris signed and marketed an artist roster at Virgin U.S. which included Paula AbdulJanet JacksonLenny KravitzThe Smashing Pumpkins and others.

During his time at Virgin Records, Ayeroff also founded the progressive-aligned political organization Rock the Vote to help increase voter turnout among voters ages 18 to 24. Through alliances with other Entertainment companies, such as MTV, Ayeroff created commercial and print campaigns with contemporary music artists to appeal to a young voter demographic. The organization supported the National Voter Registration Act of 1993, commonly referred to as the “motor voter” bill, which expanded access to voter registration. It was signed into law by President Bill Clinton. The law requires state governments to offer voter registration opportunities to any eligible person who applies for or renews a driver’s license or public assistance. Rock The Vote also protested against the Parents Music Resource Center who, at the time, began advocating for warning labels to be added on covers of music releases that contained profane lyrics. It was reported in 2016 that Rock The Vote had registered more than 6 million voters online.

In August 1993, both Ayeroff & Harris resigned from Virgin Records after the company was sold to Thorn EMI. Industry sources said the resignations were because of a management logjam at the company and the subsequent erosion of their duties.

Ayeroff and Harris went on to co-found Work Group in 1995, a West Coast-based subsidiary of Sony Music, where they developed the careers of Jennifer LopezJamiroquaiFiona AppleLenSpongeImperial Drag, and Esthero. In July 1999, both Ayeroff and Harris departed the label six months prior to their contract expiration. Sources cited that both were unhappy with Sony after consolidation of promotion duties for all Epic Records labels under one department, in addition to Sony not allowing Ayeroff and Harris to buy a piece of the company they helped build.

Ayeroff was hired by Apple Records in 2000, as a key consultant to oversee the marketing of 1, a career-spanning retrospective of The Beatles which has sold over 30 million copies worldwide to date.

Returning to the Warner Records in 2001 as the label’s chief creative director and vice chairman, he oversaw the visual campaigns for Josh GrobanMy Chemical RomanceGreen Day, and more. Ayeroff left Warner Bros. in 2004 at the conclusion of his contract.

In 2008, Ayeroff became co-CEO (along with Jon Rubin) of Steve Bing‘s boutique label imprint Shangri-La Music. Ayeroff and Rubin also began ArtistsFirst, a creative and marketing consulting agency, which has launched international humanitarian activism with its music.

Barbara Jones

Barbara Jones - Outshine Talent

 

Barbara Jones, was my second boss. I was introduced to her after my first year in college while I was home for the summer working as a hostess at a hotel. A nice restaurant patron sent my dot-matrix printed resume to Barb and the rest is history. 

We’ve since worked on too many projects to recall, including her wedding on a HOT summer day in Malibu. What I love and appreciate about Barbara is that she’s open-minded, always learning, is a risk taker, and enjoys the mountains as much as I do. 

She’s now the it boss in the social media marketing world, managing the TikTok creators like Charli and Dixie D’AmelioFrankie Jonas, and Illumitati, a rising photographer out of my hometown of Newport Beach. 

About Outshine Talent

Outshine Talent was founded in 2016 by Barbara Jones who utilizes her 25+ years of music business, entertainment, social media and influencer marketing experience to run a boutique talent management company with an experienced team of managers. Outshine guides social stars into successful global, personal brands and helps them realize their dreams within social media and beyond.

Leveraging our broad skillset and long-term business relationships, ‘Team Outshine’ develops and implements strategic, big-picture career plans specific to each of our talent’s goals and executes those plans with integrity and heart.

Outshine Talent has offices in Greenwich, CT, NYC and LA.