The Path from HR to the Boardroom

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Mo: Welcome to today's episode of People and Strategy. I'm your host, Mo Fathelbab, President of International Facilitators Organization. People and Strategy is a podcast from the SHRM Executive Network, the premier network of executives in the field of human resources. Each week, we bring you in-depth conversations with the country's top HR executives and thought leaders.

For today's conversation, you'll hear from a subject matter expert well-versed on the path to the boardroom. Enjoy this special recording. Welcome to today's webinar, The Path from HR to the Boardroom. I'm your moderator, Mo Fathelbab, President of International Facilitators Organization. Today, we'll be giving you a road map to help you on your path to the boardroom and offering guidance on how to become a boardroom-ready candidate.

We're joined by Debra Boggs, CEO of DNS Executive Career Management, a firm that specializes in helping C-suite leaders land corporate board seats. Together, we'll explore how HR professionals and leaders can set themselves apart to be standout candidates for board seats. Let's get started. Welcome, Debra.

Debra Boggs: Thank you so much, Mo. I'm really excited to be here.

Mo: Well, we are excited to have you. Let's kick off the discussion by talking about the big picture when it comes to board opportunities and the current regulatory environment for HR. Debra, what kinds of board opportunities are out there for first-time candidates?

Debra Boggs: It's a question I get a lot, because if you haven't had to be in that realm, you don't know what opportunities are out there. When we're talking about board seats today, we're talking about corporate board seats with fiduciary responsibility, but there's actually a broad spectrum.

There's everything from nonprofit board seats that typically don't have fiduciary responsibility — unless it's a large nonprofit or a health system — to board advisory seats, which we'll talk a little bit about. Those advisory seats are less formal. They don't have fiduciary responsibility, so there's not usually a formal process to bring an advisor on. You may be part of a full board of advisors, or you may be the only one. That's usually a one-to-one agreement with the CEO or founder.

Then there's the corporate board director role for private companies, and this has a spectrum as well. It could be a family-owned business, a PE-backed company where you're an independent director with the funders, ESOPs, and all sorts of other structures. Not all private companies have to have a board, so there are varying opportunities there.

And then certainly what most people think of is public company boards, and those are typically not an option for first-time board candidates. We have had a couple of clients make it, but it's after 30 years at C-level at a company like Google — that's a different level. There is a range, and so when you're thinking about your first time to the boardroom, you're really going to think about advisory seats as a great path into those corporate board director roles in private companies.

Mo: For those listening who aren't sure what a fiduciary is, please explain that.

Debra Boggs: Absolutely. You have financial responsibility for the health and sustainability of the business. You're legally obligated to work on behalf of the business and make sure that it's headed in a financially sound direction. You're going to have to carry personal insurance — they call it D&O insurance for directors — because if something were to happen, you're legally liable. That's why these roles are typically paid, whereas advisory roles typically aren't. Once you take on that legal liability, there's usually compensation attached to it.

Mo: Thank you. And Debra, how can somebody tell if they are board-ready or qualified for a corporate board seat?

Debra Boggs: Some of the things we think about when it comes to what makes someone board-ready are, first, it really helps to have had a C-level title. If you haven't made it to CHRO yet — maybe you're a VP — then the other side is needing either deep industry experience or deep functional expertise in something the company is about to go through. Maybe it's a big round of M&A, maybe you've taken a company through an IPO — whatever that looks like.

It's also a great opportunity for more seasoned professionals, because boards expect at least 20 years of experience, and really 25 to 30. Unless, again, advisory seats are different. So when you're promoting yourself and thinking about board resumes, you don't have to hide your age — they're expecting you to come with a wealth of experience.

We also need to understand corporate governance. That's something you can develop, and we'll talk more about that later. Having a solid understanding of the role of the board is really important. 

Mo: And for our HR audience, what are the big regulatory changes that have impacted HR's path to the boardroom in recent months?

Debra Boggs: Such a great question, and something we've been keeping very close track of. Things have changed a lot. When we're presenting to organizations like the New York Stock Exchange, the regulatory environment is always shifting.

What we were seeing prior to around 2024 was a swing toward bringing more culture and talent leaders to the table, because there was a strong focus on inclusivity and diversity programs. Companies were required to report on board-level diversity, so there was a much bigger emphasis on cultural aspects of the business — areas where HR is well-positioned to contribute.

Starting in 2025, a lot of those requirements went away. The requirements for public company boards to report on their diversity, equity, and inclusion practices are now optional, and most companies have opted out. What that means is there's less room at the table for CHROs who are leading primarily with people, culture, and talent development. We're going to talk about how to approach landing your seat differently, because what you've traditionally leaned on is less desirable in this moment.

Mo: So that begs the question — what specific skills do corporate boards look for in a candidate right now?

Debra Boggs: I don't want to be all doom and gloom. CHROs and HR leaders have incredible value to add to the boardroom. We just have to change how we're positioning ourselves. We have to shift the narrative — from "I am a people, talent, and culture leader" to "I am a business-first executive leading the talent transformation that companies must have to address things like AI, cybersecurity, upskilling, reskilling, and major training programs."

Huge change management initiatives are what companies are facing right now at the board level and down, and who better to address those things than an HR leader? That's what you're tasked with doing anyway, and no one else can do it like you can. Shifting the narrative toward competitive readiness in an uncertain future, and toward risk mitigation — that's another area where CHROs and HR leaders are incredibly strong. It's most of your job. But you don't talk about it when you're thinking about the boardroom, and right now that's a major area of governance that is high on the radar.

Mo: So what's the first thing our audience should do if they want to start a search for a board seat?

Debra Boggs: I talk to board candidates every day, all over the country, and when I ask, "What does an ideal board look like for you?" the answer is usually something like, "Well, I've led HR for these kinds of companies, and really what I do can translate to any company. I've got 30 years of experience, so I can help any company from the board perspective."

The problem is, "any company" doesn't care. Just like your companies are hiring specialists to solve specific challenges, that's what's happening in the boardroom right now. Boards, nominating and governance committees, and board chairs are looking for specific leaders who can help them through a specific inflection point.

So we need to get really clear about the value we bring. The most important thing to start with is a clear focus. Understanding what kinds of companies you're uniquely equipped to serve will help you tell a much stronger story. It's the part most people skip. They go straight to writing a board resume, telling their network they're open to opportunities, or joining a governance training program — without a direction. That's the most critical part of a successful search.

Mo: So there are few board seats, and anything you can do to stand out is essential. Let's dive into how to be candidate-ready. How should HR leaders frame their skills and experience to stand out right now?

Debra Boggs: It's a straightforward framework, though it takes real thought and time to work through. It's three steps to building a unique value that will resonate in the boardroom for CHROs and HR leaders.

It starts with getting clear about your focus. What does your ideal company look like? Get as specific as possible — think about the industry, the type of company, the size, the maturity stage, whether it's private or public. Most first-time board candidates will look at private companies. But then, is it PE-backed, family-owned, founder-led, or an employee stock ownership plan (ESOP)? Each of these company types has different challenges.

The second thing to think about is what challenges that kind of company is facing right now — from a regulatory, market, macroeconomic, and technology standpoint. How is AI impacting the company?

Combining a clear ideal company profile with a deep understanding of their challenges will help you build a unique value statement that really speaks to that and helps you stand out. What we often hear is, "I'm an HR leader with 20 years of experience in a variety of industries." That's not helping anyone stand out. Almost everyone on a call like this fits that description. 

Instead, think about how you are uniquely equipped, from a governance perspective, to help companies solve for those specific challenges. At the governance level, that means thinking about broad strategy — how a company will reskill, retool, and drive change within their workforce; how they'll address regulatory changes; how they might enter new markets, execute a divestiture, or manage integrations. Risk mitigation, CEO succession — these are all skills that matter to the boardroom, and you likely have them.

Once you can articulate that, you can say, "I am a senior HR leader serving these kinds of companies, and from a board perspective, they would bring me in when they're facing X, Y, Z." That gives you something short, clear, and impactful to share.

Mo: So, really focus on what you want, identify companies that are good candidates for that, understand the challenges those companies are facing right now —

Debra Boggs: Yes.

Mo: — and how will you use your unique talents and skills to help them meet those challenges?

Debra Boggs: That's it. Exactly.

Mo: Okay. So once they know their value, what do HR leaders need to do to start their search?

Debra Boggs: Once you have your value, don't wait for it to be perfect before you start telling people you're open to opportunities. Shift the narrative from "I'm looking for my first board seat" to "I have capacity to serve on a board" or "I have capacity to add to my portfolio, and I'm looking to serve a company that wants to do X, Y, Z."

Have those conversations. Let people in your network know what you're interested in and what you're looking for, and be clear with a call to action — asking people to open doors. "Who should I know? Could you introduce me to so-and-so?" Board seats are typically not found on a job board. Most first-time board candidates are not going to be placed by a board-level recruiter, because just as in the candidate space, recruiters can't place out-of-the-box candidates — they need an apples-to-apples match.

You're going to find it through your network, and networking needs to be an active process. In HR, we sometimes hesitate to be bold enough to ask for that call to action at the end — not just "here's what I'm looking for," but "can you introduce me to Jim?" Putting yourself out there more directly is the piece where a lot of people stumble, and it's really the important first step.

Mo: What are some tips you might give for networking? It seems like an important part of this.

Debra Boggs: It is such an important part, and I hear from candidates all the time who say, "I don't have the right network for this. My network can't get me on a board. I've been heads down in my company doing my work, or heads down in my industry building my career, but I haven't looked outside very much."

That's okay. It's okay if you don't have the network you need right now — you can build it strategically. A couple of ways to think about it: if you have a clear direction and a clear focus for your search, that's the starting point for everything. A board candidate should have a board resume, a board bio, and a LinkedIn profile that all point to where you're headed — not everywhere you've ever been.

Once you have a focus, you can write your documents directly toward that focus. Your LinkedIn profile really should be saying where you're headed — and we'll talk a bit about executive visibility. But you also want to think about what rooms you need to be in to meet the people who can open doors. What rooms are current board members in? What rooms are senior leaders at your ideal company in? This may mean networking outside of just the HR realm. How are you getting into rooms with broader C-suite and board-level leaders? Is it joining board-level organizations? Looking at your industry and identifying the right events?

Think beyond virtual coffees with everyone you know. What rooms do you need to be in, and then ask, "Who else should I know?" That will help you build your network in the space you want to move into.

Mo: "Who else should I know?" is a great question. But I want to ask you something else — your LinkedIn profile should speak to where you're going, not where you've been. Can you help us thread that needle? So many of us want to lean on "here's my experience and here's what I've done," and you're saying something completely different. Please unpack that for us. 

Debra Boggs: When we're working with a candidate to build a LinkedIn profile, we look at it from three lenses. Your LinkedIn profile needs to be built with three things in mind.

The first is the content — it communicates who you are and where you're going. It's not just a list of everything you've done. In that "About" section and in that headline — which is your prime real estate on your profile, by the way, because it follows you everywhere you show up on LinkedIn — it's really important to add what you're qualified to do or where you're headed next.

The second is optimization. Making sure you're showing up in potential searches for people like you. I know a room full of HR leaders understands optimization, but think about it for yourself as a candidate. If someone's looking for a senior leader in a particular industry, how is your profile built so that you're found by the right people?

The third, and something I see missed a lot for board candidates, is executive visibility. What is your profile saying about you visually? Are you a leader in your industry, or does your profile have almost nothing on it? Think about a LinkedIn banner that isn't just the default blue — literally anything else is better. A headshot that looks like you today, as you would walk into an interview right now. If you have a photo you love but it's from 20 years ago, it is not serving you. Get a profile photo that is current, because you are now playing at a different level.

Finally, you want a featured section with links and images throughout your profile. That featured section can be anything — posts, something about your company, speaking events, events the company hosted. What it shows is a little more visual interest in how you show up in the world as a leader. All of these things together make a robust profile, and that is much more important than making sure every bullet in your resume is perfect.

Mo: Okay. So next, we're going to review some common scenarios for being boardroom-ready and offer some practical guidance. Debra, what are some common mistakes you see candidates make that are easily avoided?

Debra Boggs: The biggest mistake beyond not having a focus — which is the biggest one — is trying to be all things to all people. Not just lacking focus, but having too many focuses.

I was talking to a board candidate recently who said he was equally qualified to serve real estate or ad tech companies. Those are two totally different industries with different market challenges and different board processes. You can't build a unique value statement, a search strategy, or a compelling LinkedIn profile if you're trying to be all of these things at once.

We had a candidate who had actually sat on a public board but couldn't find her second public board seat. She had rolled off and was looking for the next opportunity. She was deeply experienced across many industries, had a fascinating career — global experience, multiple C-level titles, spoke seven languages. But she was sharing all of this, and people had no idea what to do with her. Is she agriculture? Banking? Manufacturing? It was all over the place.

I said, "We have to pick a lane and communicate one thing." Working together, we refined her positioning — she's the same leader, it just changed the packaging. She got three board seats and is doing great. It's really about focusing your narrative. People worry about narrowing too much and missing opportunities, but if you cast too wide a net, no one knows what to do with you.

Mo: Great example. Thank you. What about having a certification in corporate governance — is that helpful?

Debra Boggs: This is a question I get a lot. Board candidates — especially CHROs, general counsel, and others for whom certifications are a big part of their professional identity — often feel they need a certification to be board-qualified. Here's what I'll say: it is not a prerequisite. It's not something you have to have to be a qualified board candidate.

That said, a board certification does a couple of things. A general governance certification gives you the language you need, a better understanding of how the board operates, and helps you prepare for interviews by understanding things like what fiduciary responsibility actually means in practice, committee structure, and the role of a board director. Do you need to spend thousands of dollars on that? No.

The Private Directors Association has a great, inexpensive program. NACD also has a great program, but it's more focused on public boards — so ask yourself whether that's relevant to where you're starting. There are also really solid options through many Ivy League institutions, like Harvard and Wharton. But do you need those to be board-ready? No. What you do get with them is the network, so think about your motivations for going through these programs.

What is especially helpful for CHROs — because you have to lead with something beyond just your HR experience — are certifications or training related to cybersecurity and AI. Those are the two areas where every board member right now is expected to have a base-level understanding. Showing that you have done that work and understand the board's role as it relates to risk mitigation and opportunity in AI and cybersecurity will be a differentiator — and usually at a lower cost.

Mo: No surprise there, especially as it relates to AI. 

Debra Boggs: It really is.

Mo: So how should someone raise their executive visibility if they've been heads down doing their work and not out in front? How do you start growing your professional brand when you've really just been focused internally?

Debra Boggs: This happens so often. You're doing your work, building a great reputation internally, but — as an executive recruiter friend of mine says — "No one's going to pluck you out of obscurity." And it's so true, especially in the board space. You really need to put yourself out there in a way that is sometimes uncomfortable, especially when you're promoting yourself and not your business.

A couple of ways to think about this: First, everything we talked about with LinkedIn — that's the baseline. You just need that. But then think about how you can demonstrate your thought leadership. You may not have thousands of followers, but how do you show, when someone looks you up, what comes up in Google and on your LinkedIn profile? What can you speak to about what you've been doing in the industry?

Speaking engagements are one avenue — even local ones at networking events. Anything where you can show you've been speaking on relevant topics. Podcasts are a really great opportunity, and an easy way to get experience even if they're not hugely popular. A platform like Podmatch is a great one for matching you with podcasts that are looking for leaders like you to talk about your topic area. It's a low-cost, low-lift way to get a couple of podcasts under your belt.

A LinkedIn newsletter is another easy, low-lift option. It goes out not only as a LinkedIn post but also gets emailed to everyone who subscribes, so it's a great way to have your name come up regularly. LinkedIn newsletters are also searchable on Google, so they come up in searches about you — without the overhead of building something like a full email marketing platform. If you don't want to build a whole external newsletter infrastructure, doing it through LinkedIn is an easier way to go.

Mo: Great. And Debra, where can HR professionals find webcasts or materials focused on business acumen, strategic advising, and influence for leaders preparing for board-level roles?

Debra Boggs: A few resources I really like. Spencer Stuart puts out an amazing newsletter with great content on the hiring landscape right up to the board level. BDO's board governance practice has really great free content — they do a lot of surveys, including a public company board survey they'll release in a couple of months, and a lot of research around what's going on in the boardroom, all free if you subscribe. McKinsey has a great knowledge base that helps at the highest levels in understanding what's going on in the boardroom.

The Private Directors Association, as I mentioned, puts out great webinars and updates on what's going on for their members — it is low cost, but the content is excellent. And then, shameless plug — I have a YouTube channel and a LinkedIn profile where we share a ton of free content around the journey to the boardroom, how to navigate board-level interviews, and more.

Mo: Great. Thank you so much. At SHRM, we've received several questions from our members about this topic from our knowledge center advisors, and we want to talk through a few of the most common ones. We also have questions from our audience.

The first question — and it's a tough one, Debra: how should HR handle formal employee complaints against the CEO when the board is made up of community volunteers with limited HR expertise?

Debra Boggs: This is such a good question, and I spent more time thinking about this one than any of the others. I'm not an HR expert, but I am an expert on how boards operate. I was thinking about this from the board perspective — how can an HR leader successfully navigate this situation?

It's high stakes. If you fail, the CEO is probably going to fire you. So how do you navigate this without getting fired? You can't miss.

Here's what I would suggest. It starts with alignment with the board chair. You can't go to the whole board and say, "So-and-so has committed misconduct." You need a one-to-one conversation first — not something you drop in the middle of a board meeting. Anything significant that comes to a board meeting has been discussed individually with board members before it ever hits the agenda. Think about it the same way. So first, align with the board chair.

Second, bring in outside counsel. They will lead the investigation in a way that you won't have to, and it keeps you more insulated. Outside counsel brings an objective perspective to navigate the process and serves as the source of truth and guidance for the board — without it necessarily all falling on you.

Mo: Brilliant. How should HR respond when the board requests access to confidential exit interview information for C-suite staff, balancing governance and privacy concerns? 

Debra Boggs: Going back to the very beginning of our conversation, I want to remind people of the role of the board. Their legal obligation is to protect the company and its financial and future interests. They are legally obligated to do so. If they have an issue at the highest level — at the C-suite level — and they ask for information, it's because this is their job.

If the board is asking for sensitive information, as long as it is legal to provide — and I'm not talking about protected patient data or similar — then privacy concerns, at that point, we've moved past that. As long as it's legal information to share, we really do need to give that to the board.

Mo: Thank you. What advice do you have for CHROs and HR leaders who present to the board? What should they keep in mind to build confidence with this audience?

Debra Boggs: Board members are a unique group. Everyone at the table doesn't work at the company, but they all have a deep interest in it, and they all come from different backgrounds and specialties. So it's not like everyone is a CFO or everyone is in legal — they'll each have a slightly different focus.

What we do know about how the board works is that they want clear information. If you're presenting to the board, keep it short and high-level. Don't go into the details — it's not their job to care about the details. They want the big picture. If you were going to show 10 slides, show five. They can ask follow-up questions. I'm not saying don't know 10 slides' worth of content — just don't share it all upfront.

Don't answer questions that weren't asked. If they didn't ask, you don't need to tell them. We don't need to open cans of worms unnecessarily. And remember, at the end of the day, board members are just humans. I think sometimes people get worked up thinking about "the board" as this imposing entity. Come at it from a human perspective and you'll be fine.

Mo: I love that. Human perspective. What separates the HR leaders who land board seats from the ones who stay stuck in the pipeline?

Debra Boggs: Two things. First, it's the ones who lean only on their people, talent, and inclusion and diversity (I&D) expertise that really struggle to land a seat. There's typically only one seat at a board table for a CHRO, and sometimes not even that. We've seen talent and people development falling off of board skills matrices for public companies — it's less desirable right now, so the opportunities are fewer. Really leaning into your business-first, governance-first acumen will help you stand out.

The second thing is knowing that it's a long process. Some people think, "I've got 30 years of experience, so I'll just get a board seat." Going through a formal board search, we tell our clients, is usually an 18-month to two-year process. It takes effort. It's hard. If it weren't hard, everybody would do it. So get off the starting line, stay focused, and build that momentum.

Mo: Love it. And among this wealth of information you've shared, what is one takeaway you want the audience to remember?

Debra Boggs: I want the audience to remember — and I know I've said it a couple of times now, but it truly is the most important part that everyone skips — you have to have a hyperfocus. It impacts every single aspect of your search. Without it, you're going to be trudging uphill and not getting the traction you want. It is the biggest difference-maker. I'm doing a masterclass later today, and we spend the entire first hour and a half building this piece alone — because it is what matters most in the search.

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