Dear H-P Board: seriously, you need to add someone like me.

When I was reading today's Wall Street Journal story about the problems with H-P's acquisition of Autonomy Corp. (here), I couldn't help thinking that the problem with many public boards is that they have too many people who have run large companies and not enough people who study human behavior. 

Boards absolutely need people who "get" their business model and understand how to create the type of environment that will help a business thrive.  But they absolutely also need people who can watch the board's decision-making and call "shenanigans" on decisions that are being made for the wrong reasons and with the wrong dynamics.

Of course, I'm saying this in part because I think that I would add value to a public company's board.  I'm also saying it, though, because I can think of many people besides me who could do the same.

Boards:  next time you need to fill a seat, try hard not to fill it with someone whose background is just like everyone else's.  Insanity, after all, is doing the same thing each time and expecting different results.

Let's see if I can get this straight....

Affairs aren't good things, I know.  But let's do some calculus:

CIA Director has affair, has to resign.  I get that, although I'm saddened by that, because I had a great deal of respect for him.

Incoming Lockheed CEO has affair, gets fired--and gets $3.5MM in severance pay.  Huh?

Great new article about corporate governance.

See here. 

It's the incentives.

In today's special Dealbook section on BigLaw, there's a great article about the culture of firms like Cravath (here).  What I found especially interesting was the notion that taking out the eat-what-you-kill types of incentives, as well as the "if we don't pay them a lot of money, they'll leave" instincts, leads to a firm where people aren't necessarily cutthroat and still get to do very interesting work.

Not a big surprise.  After all, people work to fulfill the incentives given to them.  The people who focus on salary (see "anchoring effect"), at least after they reach the "comfortable living" threshold, seem to me to be among the most unhappy people.  I've had colleagues at every place I work whose mission in life seems to be to ferret out everyone else's salary and then sulk if they're not at the tippy-top of the list.  (They also tend to taunt the higher-paid among their colleagues.)

So when folks are paid in lockstep, they have to find their self-worth in other areas, such as the quality of the work they're getting, or the opportunities to do new and interesting work. 

Folks who head up organizations should take note.  It cannot be true that people need to be at the top of the pay scale to be happy.  And, because we don't live in Lake Wobegone, not everyone can be at the top of the pay scale.  Giving people opportunities and--when the money is there--raises is important.  Placing people into ordinal rank by salaries alone isn't.

My value as a director of a public board.

Recently, I was asked by a wonderful executive search firm to consider, well, being considered for a director position on a corporate board.  Those positions are hard to come by for folks like me, who serve on several non-profit boards but haven't broken into the ranks of public boards. 

So why my hesitancy?  The company was looking to diversity (no problem there),* but it wanted someone who could serve on the audit committee.  That's not in my wheelhouse, as they say.  Clint Eastwood said it best:  Man's got to know his limitations.

I'm smart.  But I don't have the background or education to do justice to an audit committee's work.  I know my limitations.

What would I be good at doing?  Risk management?  Check.  Board dynamics?  Check.  Compensation?  Check, check, check.

So I'm waiting, and with a lot of luck and some great friends, maybe another public board will consider me for things for which I actually can add value.

* Re diversity:  That's a tricky issue for me.  I know that some of my experiences as a woman are different from those of my male colleagues.  But many (most?) of them aren't.  Being a woman, by itself, doesn't automatically add the type of diversity that boards need.  (The fact, though, that precious few boards have any women or minorities on them is a problem.  When everyone on a board has the same background, then there's no one there to look at things from a different perspective.)  My diversity may come in part from being a woman (and that's likely the diversity factor that put me under consideration in the first place), but it's also from being an academic who studies governance and the mistakes that smart people often make.  It comes from my having had to lead some businesses in the past (two law schools before, and one now as an interim dean).  I know what paying attention to budgets means, and I know how important it is to have a strong team and talented colleagues.  I know I can add value, but only to a company that understands what I bring to the table.

A very smart op-ed about executive pay.

By Gretchen Morgenson, whose columns I always like.  Here.

Neil Armstrong on what constitutes a good work ethic.

Here.  And my favorite quote in this Wall Street Journal piece?

I can only attribute that to the fact that every guy in the project, every guy at the bench building something, every assembler, every inspector, every guy that's setting up the tests, cranking the torque wrench, and so on, is saying, man or woman, "If anything goes wrong here, it's not going to be my fault, because my part is going to be better than I have to make it." And when you have hundreds of thousands of people all doing their job a little better than they have to, you get an improvement in performance.

R.I.P., Neil Armstrong.