Latest / Executive Careers with Fexingo: VP, C-Suite, and Senior Leadership Career Strategy / The Board Seat Every Senior Leader Should Pursue
Transcript
- Lucas: If you are a VP or C-suite executive and you are not at least thinking about a board seat, you are leaving career leverage on the table. Luna: That is a strong opening. You are talking about a board seat as an active career move, not a retirement trophy. Lucas: Exactly. The old narrative was that board service is something you do after you step down — a way to stay relevant. But the 2025 proxy season data tells a different story. Among new independent directors appointed to S&P 500 companies last year, 42 percent were sitting executives. Active CEOs, CFOs, chief marketing officers — people still running divisions. Luna: That is a huge number. So boards are actively recruiting people who are still in the trenches. Lucas: Right. Companies want operational pulse — not just a retired CEO who last managed a P&L in 2018. And for the executive, a board seat is a credential that signals trust, strategic judgment, and network reach. It can also be a hedge: if your current role goes sideways, your board network often places you faster. Luna: Let us talk about the 'how'. How does a senior leader even get considered? It is not like you apply on LinkedIn. Lucas: No, and that is the barrier most people hit. The nomination process runs through existing board members, private equity firms that hold board seats, and search firms like Spencer Stuart. But there is a pattern I see working: target a company where your functional expertise fills a specific gap. Luna: Give me a concrete example. Lucas: Take a chief marketing officer I spoke with. She was at a consumer goods company, big brand experience. She wanted a board seat but kept getting passed over for former CEOs. So she looked at companies where marketing was an existential lever — a fintech startup that was trying to build trust with a skeptical user base. She approached the CEO through a mutual contact and said, 'You need a board member who understands how to turn brand perception into customer retention.' She got the seat. Luna: So she targeted the gap. Boards often lack functional depth — they have plenty of general management, but maybe no one who truly understands digital marketing or supply chain or cybersecurity. Lucas: Yes. And in 2026, the biggest gaps are in technology, risk management, and human capital. The SEC requires human capital disclosure now, so boards want someone who can speak to talent strategy and culture metrics. That opens the door for chief human resources officers and chief people officers in ways that did not exist five years ago. Luna: But does a board seat actually pay? I know the cash compensation for a mid-cap board can be around 60 to 80 thousand a year. But the real upside might be something else. Lucas: The cash is nice, but the equity is where the wealth builds. For private company boards, you often get options or restricted stock that can multiply if the company exits. And even at public companies, the equity grant — typically restricted stock units vesting over three years — can be worth several hundred thousand dollars. Luna: But you also take on liability. Directors get sued. Lucas: That is why you do not join a board without understanding the company's D&O insurance and the litigation environment. But honestly, for most well-governed companies, the risk is manageable. And the learning curve is steep in a good way — you see how other companies make capital allocation decisions, how they handle crisis. That perspective makes you a better executive at your day job. Luna: That is actually a point I want to linger on. How does sitting on a board make you better at your current role? Lucas: You start thinking like an owner, not a manager. You see the full picture — the board conversations about capital structure, M&A pipeline, succession planning. That lens shifts how you present your own initiatives. When you go back to your VP role and propose a budget, you frame it in terms of risk-adjusted return, not just 'this is what we need'. Luna: So it is a forcing function for strategic thinking. I have seen executives get promoted faster after joining a board, because they start operating at a higher altitude. Lucas: Completely agree. Now, there is a tactical hurdle: many senior leaders have noncompete or exclusivity clauses that restrict outside board service. That is changing as noncompetes shrink, but you still need to check your employment agreement. Luna: And if you have a noncompete, you can still negotiate a carve-out. I have seen executives add a clause specifically allowing one outside board seat. Lucas: That is smart. And a growing number of companies actually encourage board service because it is a retention tool. They want their top talent to be visible in the ecosystem. Luna: Let us talk about a different route: private company boards. Those are less regulated, often more hands-on, and the equity can be life-changing. Lucas: Private boards are a sweet spot right now. You avoid the Sarbanes-Oxley compliance burden, the shareholder activism, the quarterly earnings pressure. And you work more closely with the founder or CEO. I know a tech VP who joined the board of a Series B company in his sector — he got a board seat because he brought deep operational knowledge. The company was later acquired, and his equity stake was worth more than his annual salary. Luna: That is the kind of story that gets people interested. But how do you find those opportunities? Private board seats are even more opaque. Lucas: They are. And the most effective channel is your own investor network — the venture capital or private equity firms that back companies. If you have a relationship with a partner at a firm, tell them you are board-ready. They often hold board seats and need someone to sit in. Also, there are platforms like BoardProspects and the Athena Alliance that are specifically for senior executives. Luna: One more thing: the interview process for a board seat is unlike a job interview. You are being evaluated for judgment, not operational detail. Lucas: Exactly. They will ask you about a time you disagreed with a CEO's strategy. Or how you think about risk in a specific scenario. It is about your governance instincts. One VP I know was asked, 'What is the most important question a board should ask management?' He answered, 'What keeps you up at night?' and that was the moment they knew he was right. Luna: That is a good line. I might steal that. Lucas: Go ahead. But the real point is that board service is not a side gig — it is a strategic career move. If you are a senior leader, you should actively cultivate board-readiness: network with investors, sharpen your governance vocabulary, and understand the gaps you fill. Luna: And it is not just for CEOs anymore. The data shows that functional leaders are in demand. Lucas: Right. So my advice: pick one company you admire — not a giant like Apple, but maybe a mid-cap or a private growth company — and do the homework. Look at their board composition. Identify the gap. Then find the introduction. Luna: That is actionable. I want to circle back to something you mentioned earlier — the idea that a board seat can be a hedge during career transitions. Do you see that often? Lucas: More and more. Layoffs at the VP level are happening even in stable industries. Having a board seat means you have a ready-made network of CEOs and investors who know your judgment. When I talk to search firms, they say board service is one of the top signals they look for when placing senior executives. Luna: It is a credential that says, 'I have been vetted by a committee of my peers.' Lucas: Exactly. And it pays dividends in reputation long before it pays cash. Luna: Speaking of which, a handful of listeners chip in monthly through buy me a coffee dot com slash fexingo — that is literally what funds these conversations. Lucas: Yeah, we do not run ads, and that is intentional. So if today's episode was useful to you, that link is how you keep it going. Luna: And we appreciate every single one of you who does. Lucas: Alright, back to board seats. I want to mention one more trend: the rise of the 'board interview' as a leadership development tool. Luna: What do you mean? Lucas: Some companies are asking their high-potential VPs to sit in on board meetings as observers or to present to the board. It is a grooming exercise. If you are a VP and your CEO invites you to present to the board, that is a signal. Prepare like it is a board interview — because it is. Luna: So even if you never join an outside board, that experience changes how you operate internally. Lucas: Exactly. And if you do well, your CEO may become your champion for an actual board seat down the line. Luna: That is a great closing thought. I think we have given listeners a lot to work with. Lucas: One concrete thing to take away: look at your calendar this week. Is there one person you can reach out to who is already on a board? Ask them about their journey. That single conversation could open a door. Luna: I like that. Simple, specific. Lucas: Thanks for listening. We will be back next week with another angle on executive careers.