Thirty-two years as an operator, finance executive, and independent director — the last fourteen on the boards of NYSE- and Nasdaq-listed companies in industrials, financials, and consumer health.
I have served on fourteen boards of directors over the last two decades — twelve as an independent director, five as the chair of audit, two as lead independent director. I came to the boardroom from the CFO seat at a Fortune 500 industrial, where I served for nine years.
My boards have together navigated five activist campaigns, three CEO transitions, two restatements, a hostile takeover, and a global financial crisis. I have a measured but firm view of what good governance looks like — and a sometimes-unpopular view of when companies confuse it with theatre.
I take new board seats sparingly. I will not chair more than two audit committees at a time. I do not sit on the boards of competing companies. Personal capacity, in this work, is not optional.
Three current public-company seats. Three concluded in the last decade. Confidential and not-for-profit boards omitted by preference.
SOX compliance, auditor relationships, restatement risk, internal controls, audit-quality engagement. Most boards underweight this function until they cannot.
Five CEO transitions in the last decade. Search committee leadership, succession discipline, the difficult conversations the rest of the board would rather avoid.
Three defended campaigns. Calm engagement with shareholders is almost always better than the alternative — and the alternative is almost always available too late.
Building credible risk frameworks for boards that have grown beyond their original committee structures. ESG that is auditable rather than rhetorical.
Pre-IPO board construction, S-1 preparation from the audit perspective, the institutional muscle the first public board needs to build before listing.
Independent committee leadership through strategic alternatives, including divestitures, take-privates, and contested transactions.
Robert is the director every CEO secretly wants and most board chairs quietly need. He asks the question two meetings before everyone else thinks to.— Sir Andrew Lockhart Chair, Northbridge Financial
I review new board approaches once a quarter. Search-firm enquiries are best directed to my assistant; direct approaches from chairs or lead directors will receive a personal reply within ten days.
Write to R. E. Hayes