2016.) As she neared the end of her time at HP, she started
planning her next move. She’d served on nonprofit boards
and thought joining a corporate board would be a logical
way to contribute her leadership skills in another enterprise.
Unsure of how to get into a position for a directorship, she
started contacting people in her network to find out what it
would take.
She belonged to the American Leadership Forum, and
at an ALF breakfast in late 2011, she mentioned her inter-
est in a corporate board. Another member was a director at
American River Bank and served on the board’s nominating
committee. She sent him her bio, and by mid-2012 she was
invited to join and has spent the last seven years there. That
also made her attractive to the board of Livermore-based
McGrath RentCorp, which she joined last year.
Box says her story offers no easy lessons. “Everyone wants
a five-step process [for a board seat],” she says. “There aren’t
a lot of board positions, so it’s not easy for anyone, including
men, to get on them,” she says.
That points to a structural reason for the glacial speed
of change in board diversity, beyond potential gender
bias: They don’t turn over much. A report two years ago
found the average age for S&P 500 company directors was
62. The average tenure stands at nine years among S&P
1500 firms — a lethargic pace that worries institutional
investors, according to a 2016-17 survey by Institutional
Shareholder Services.
When there is an opening, only a small group of execu-
tives possess the chops that attract attention, experts say.
To even be considered, candidates need to either have the
right expertise, or in some companies, own a significant
number of shares. Expertise normally means C-suite ex-
perience at the top of a publicly traded company. And the
strongest candidates have a background in the company’s
industry, and experience operating in a similar stage of the
business life cycle and with a similar business model. “You
can’t just take a class; you have to have the skills,” Box says.
Her IT background made her particularly attractive as a
“digital director,” offering guidance on a firm’s digital strat-
egies, for both boards on which she serves.
Companies pay attention to whom they include on boards
because directors impact profits. A 2016 survey of the aca-
demic literature concluded that several board characteristics,
including a board’s strength of oversight, independence and
diversity correlate with higher corporate performance. That
last item has gotten more attention in recent years, with a
flood of studies connecting diversity in corporate leadership
to better company outcomes. The last UC Davis study, for ex-
ample, concluded that the top 25 most gender-diverse com-
panies based in California showed average returns on assets
Will the New
Law Survive?
Last August’s law, SB 826, was in part the product of frustra-
tion. In 2013, one of its sponsors, Sen. Hannah-Beth Jackson,
authored a resolution that urged all publicly held California
corporations to ensure one-fifth of their board directors were
women by the end of 2016. While adopted by both legislative
chambers, the resolution carried no consequences. When the
deadline rolled around, fewer than 20 percent of companies
had actually hit the target, according to a Senate analysis.
Critics like Joseph Grundfest, a corporate governance ex-
pert and law professor at Stanford’s Rock Center for Corpo-
rate Governance, argue that SB 826 is on shaky legal ground.
Grundfest predicted in a September 2018 paper that the law
would face legal obstacles because of a 1982 Supreme Court
ruling that a company is governed by the laws of the state in
which it’s incorporated, not the one where it’s headquartered.
If successfully challenged on those grounds, the law would ap-
ply to only the 72 publicly traded companies both headquar-
tered and incorporated here in California, Grundfest wrote
(fewer than 10 percent of the 761 that are headquartered here,
according to the Senate analysis). Or it might be entirely struck
down on equal protection grounds under the Constitution’s
14th Amendment, he noted.
Ann Ravel, a corporate attorney, takes issue with Grund-
fest’s conclusion. A good legal defense would argue the law
is attempting to create a uniform plan of regulation that’s
grounded in an argument of equal protection for women under
the 14th Amendment, she says. A company couldn’t exempt it-
self from California’s sexual harassment laws merely because
the firm’s state of incorporation doesn’t have such laws, she
says. She also doubts the law will be challenged at all. “More
and more corporate entities are tending to bow to public pres-
sure on this issue. Organizations that represent corporations
are going to be wary of litigating this.”
In Europe, quotas are in place in at least a dozen countries.
Norway, for example, has required corporate boards to be 40
percent female since 2004.
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