In this episode, Bill Clendenen, Charlie Talbot, and Michael Burcham build on the foundation of great board design by focusing on how effective board members show up in practice. They explore the mindset, behaviors, and preparation that separate high-impact directors, emphasizing curiosity over judgment, role clarity, and alignment with the strategic plan. The conversation examines what strong board preparation looks like, how directors add value inside and outside the boardroom, and why understanding the CEO’s perspective is critical. Throughout, they highlight how great board members help translate strategy into results, support talent development, and proactively engage to accelerate value creation.

Key Takeaways:

1. Great board members lead with curiosity over judgment and clear role awareness, creating trust and stronger outcomes with management.
2. The most effective boards translate strategy into execution by aligning directors, investors, and CEOs around direction, pace, and results.
3. Preparation anchored in the strategic plan allows boards to stay forward-looking, ask better questions, and focus on what matters most.
4. High-impact directors extend their influence beyond meetings through proactive engagement, talent development, and targeted support for CEOs and teams.

Chapters:

1. 00:00 – Introduction
2. 01:12 – How Great Board Members Show Up
3. 03:11 – Turning Strategy Into Results
4. 09:37 – How Great Boards Prepare
5. 17:03 – Impact Beyond the Boardroom

Listen to our podcasts at:

https://www.shorecp.university/podcasts

You’ll also find other Bigger. Stronger. Faster. episodes, alongside our Microcap Moments and Everyday Heroes series—highlighting the people and stories that make the microcap space unique.

Other ways to connect:

Blog: https://www.shorecp.university/blog

Shore University: https://www.shorecp.university/

Shore Capital Partners: https://www.shorecp.com/

LinkedIn: https://www.linkedin.com/company/shore-university

This podcast is the property of Shore Capital Partners LLC. None of the content herein is investment advice, an offer of investment advisory services, or a recommendation or offer relating to any security. See the “Terms of Use” page on the Shore Capital website for other important information.

Welcome to Bigger.

Stronger.

Faster.

the podcast exploring how Shore Capital Partners brings billion-dollar resources to the lower middle market space.

This episode is part of a series in which I talk with Bill Clendenen, Charlie Talbot, and Michael Burcham about what makes a great Shore Capital Partner board member.

This is a follow up to our series featuring Bill and Michael on what makes a great Shore Capital CEO.

Bill, Charlie, and Michael know what a good board member and a good board look like from deep experience, not just serving on boards, but working as Lead Independent Directors for numerous Shore companies, in addition to being executives who have had to manage multiple boards themselves over their respective careers.

In this episode, Bill, Charlie and Michael define what great looks like in a Shore boardroom, thinking about skills, behaviors, preparation, and values of the board member, and they outline practical ways for current and aspiring board members to grow to meet that standard.

To start us off, Charlie, in your words, what defines a great board member in a Shore portfolio company, both in the meeting and between meetings?

I think an attitude of curiosity versus judgment is really important in the way we approach these relationships.

You know, I think everyone has experience and they have their biases towards what they've done or what they've seen done, and I think it's really important to come into these new situations in the micro cap environment with an understanding that not everything's gonna be perfect, but what you're trying to do is ask the questions and learn yourself about what is gonna be most important over the next number of quarters or years during the hold, and just not making assumptions around your experience and what that leads to in terms of how you build that relationship with the CEO and the team.

I love the keeping that mindset of curiosity versus judgment and Michael, when you think about the range of roles a board member can and perhaps should play in some combination of a complete board from governance to strategic thinking, to sector insight to talent assessment, to M&A and integration, to capital allocation risk, anything else.

What matters most from your perspective in terms of creating a great board and perhaps a specific board member?

So all of those are really important roles the board's gonna play at some point.

You're asking me to pick which one when I think there's probably four number ones in that group given the context and time.

But I would say of those that you lay out, really understanding the direction of the company and amplifying that direction with insight is probably the most important.

Because so many of the other things you mentioned are actually outcome measures.

And if we only focus on the outcome measure and not the direction or work that gets us there, we never quite get to the outcome.

So I would say if I were choosing between those really understanding direction and how that direction creates the value we're looking for is probably the most important thing because it really helps achieve the outcomes we all want.

And Bill, let me ask sort of a nuance of that question.

How does the investment team and the board work together to hit on some of those key competencies where it's not just on the board, but it's also not just an investment perspective?

I think where the board and investment team work together in unison with the LID is to help the management team drive results.

So it's translating the strategy to results, but as the investment team matures and we understand the growth and value creation plan that we're embarking upon, translating the plan into action with the board's help is critical.

And so as I think about how boards play a role is are we going fast enough?

Are we mitigating the risks?

Should we be making an investment now that'll accelerate our growth in a year or two years?

Right?

So, to give you an example, one of the companies I'm on the board of, we're experiencing a growth stall.

And so the question we have as a board is, should we be doing more or should we be doing less?

Should we change out people?

Should we be hiring more people?

And so just helping the board and the investment team think through those discussions is really important.

And with the experience of the board, they can help the investment team make that decision quicker to get the results faster.

When you take just that example, I go back to something Charlie said earlier about curiosity versus judgment and also avoiding assumptions based on your historical experience.

When you're thinking about a situation like that in a case where growth is stalling and you're working together to try to figure out what the right next move is, what are the types of behaviors?

If we're here to try to define what makes a great board member, what are the kinds of behaviors that separate the best board members from those who are just kind of in the room in a situation like you just shared?

Yeah, I think there are probably five key attributes.

I'm sure there are more, but for me there's five key attributes to being a really great board member and in particular a Shore board member.

And the first is connection.

You know, how often do you connect with management and the CEO between meetings?

Right?

So it's really about being engaged.

Are you an engaged board?

One, I think Michael can expound upon as well, 'cause he's seen it across our entire portfolio but board members who participate in strategy development with management, being a part of that process, helping the plan get refined, I talked about those degrees.

You know, turning the compass in a more precise direction as a part of the strategic plan rather than the board accepting the plan that management's delivered, I think is very helpful.

So be a part of that strategy development.

Where I think in my experience, the board members that helped me the most were ones that were willing to help me shoulder to shoulder in talent development and recruitment.

And so as I think about board members in my past who've helped me, look, I don't know what a good CFO looks like.

So when I can lean on somebody who was a very successful CFO in an urgent care business at National Scale to help me recruit my next CFO, invaluable.

So having a board member who will be a part of developing that talent is incredibly valuable to me as a CEO.

I had a CFO at one of my companies who needed mentoring, right?

And we had somebody like Charlie to help mentor that CFO to help them along their journey.

So board members who can not only help you recruit and develop talent, but mentor them in their growth as well.

The fourth thing that I think is really important, which is kind of fun for these board members, is engaging in a special project.

I once was on a board, and my background is in B2B sales and marketing.

And so one of my companies was engaging in a B2B organic growth strategy.

And so working with their Chief Growth Officer to help them develop their plans, not only got me closer to the business, but also engaged me in a meaningful and professional way.

I loved participating in that project, so I've had board members who said, Bill, I can help your N-1 with this project.

That's so valuable to me as a CEO.

So that's the fourth one.

And then Charlie's talked about this natural curiosity of a board member, and so don't be afraid to ask the difficult or challenging questions.

My most valuable board members as CEO would come in with a heart of good intention, but helping push me and the management team to better outcomes.

And so, you know, are we creating or destroying value in what we're doing, right?

And it's actually in a board setting.

I don't know what Michael and Charlie think about, but it's actually courageous for you to almost dissent in a thoughtful way, right?

In a way that's not necessarily destroying of the management team's credibility, but just I'm curious to why we're seeing this and don't be afraid as an effective board member to highlight that challenging question because for me as CEO, that was incredibly valuable.

Just to build on that Bill, I think that the best leaders, including board members that I've been around, are very good at practicing situational leadership.

And what I'm really talking about there is they understand where the business is at, they understand where the team is at, and then they understand which approach to take in terms of questioning or digging into issues.

Sometimes that can be directive.

Many times it's not.

Many times it's asking the right questions and letting the team get down the path on their own through that questioning.

But I think it's really important as a board member, especially early stage, as you're building relationships and building a business in general, to to have an attitude and an approach of being situational with your questions and with your directives or whatever your bias is going into those meetings, based on the conversation, based on the information that you have.

I think all board members want to help.

The challenge is how to help, and particularly if you are a first time board member, you tend to think what created your success makes you a good board member, and that's usually not true.

So you can't bring your CFO hat to the meeting.

If you are a former CFO, you can't bring your CEO hat to the meeting because you're not the CEO.

Even investors sometimes lose their identity as a board member and they behave as an investor in the meeting rather than a board member.

That's when lots of dysfunction occurs.

The job of a board member is not the job of an investor.

It's not the job of a CFO.

It's not the job of a CEO.

It requires a very holistic view of the company.

And actually, I find the preparation I need to do before I walk in that meeting as a board member is as big, if not bigger than what the CEO had to do because I have to get myself up to speed in thinking about every facet of the business, not just my own journey and the things I've done.

So I think what makes a really good board member is to know your role.

And when you walk in that meeting, regardless of what role made you successful in the past, remember you're there to be a board member.

I wanna pull that thread just a little bit, and any of you who wants to respond can, but this idea of, you've mentioned good intentions, you've mentioned situational leadership, you've mentioned a board member's own history and success and all of these things.

But at some point, the time in a board meeting is so valuable to the direction of the company and to get critical conversations out and agreed upon.

What does good preparation look like?

Michael, you mentioned becoming in prepared in some ways even more prepared than the CEO or spending more time.

What does that even look like?

Maybe since I'm pulling on that thread from you, Michael, you start and you other guys can jump in, but what does that preparation look like?

Well, I'll start, but you know, I'm in the room with two awesome board members, so let's hear from everybody on this.

When I prepare, the very first thing I do is I remind myself of the original investment thesis and the strategic plan we have in front of us.

'cause everything that I do in that meeting should either amplify that or if I think the market has shifted on us, I have a responsibility to bring up that question and say, are we sure the direction we're moving still works in spite of what we've learned?

Everything else from the team, to the operations, to the growth plan, whether they're doing M&A, de novo, all that is secondary to making darn sure that that strategic plan is still valid.

Then everything fits under that.

The second thing I'm typically doing is I'm looking.

At the KPIs measures of performance, and I'm saying, do these measures reflect health in that growth or direction of that strategy?

And typically, you know, at Shore we love to measure things, so we've gotta measure for just about everything.

So I can quickly scan the things we are tracking and see is this team understaffed or overstaffed?

Do I think that there are challenges in organic growth?

Are we dragging on M&A?

Are we failing to integrate?

And while I probably have an opinion of all of those.

I have to remind myself what are the questions I'm going to ask of management around those, rather than saying, I think this is wrong.

Charlie, how do you prepare?

Similar to Michael in that I start with the strategic plan and I use that as the guardrails for how I'm going to sort of review the materials that come out in advance.

And what I look for is does the discussion topics and the details to support line up with that strategic plan.

And if they're out of bounds or they're close to the guardrail, then I make notes of that and I try to frame up the questions that I'm gonna ask during that discussion to make sure that we are, you know, aligned with that plan.

Or if there's been deviations that we have an active conversation around those things.

The other thing is I like to look at the materials in the context of who's going to be presenting and you know, how they go about putting their thoughts on paper.

I think it's really an important skill set to have as you go through this too, as the N-1s or the CEO develop that they're able to convey thoughts in a succinct fashion with less words than more, and get the point across on the slides, because I think that just leads to a much better discussion in the meeting itself.

But again, I, my preparation is writing down every question that I have in the materials.

Some cases they cover 'em.

I don't need to ask 'em, but in other cases, I wanna make sure that I remember what I'm focused on.

I would agree with both Michael and Charlie's assessment that the strategic plan is critical.

And I, as I think about it, some of the least successful board meetings focus on the rear view mirror versus the windshield.

And so as you think about board preparation, I think the sooner you can get past the rear view mirror and focus on the windshield.

And understand what stories are being told by management, and then helping them not only craft and write that story, but hold their hands or put scaffolding around them so they can accelerate their journey.

And for me, the most critical question I am asking in these board meetings is, how's the team around the CEO?

Oftentimes, in my experience, the team, the CEO has around them helps dictate how quickly the team is executing on that strategic plan.

And so, is that person in that seat capable of continued growth?

Are they approaching their limits?

Should we consider a new person in that role?

So for me, one of the things that I look at a lot in addition to all the preparation and work that Michael and Charlie talked about is the team, the team, the team.

I think one of the best things that board members can do because they have pattern recognition, having grown and scaled their own businesses, is understanding can the person in that seat do the job now for the next two years, the next four years or beyond?

And so I think for me, that viewpoint is critical in being in the board meeting.

When you all think about a perspective or an emerging or new first time board member, what's the advice you would offer them from a growth and development perspective into that role to being the most successful board member they can be?

If you had to just pick again, one or two things that they should really focus on in improving themselves in this experience, what would those be?

Maybe Charlie, I can start with you.

Well, I think to start, the more you can get to know the Shore team, spend time with how the team thinks and operates.

Great avenue for that is to attend an Operating Partner Summit.

But the more you can build relationships and understand how things work at Shore, the better off you're gonna be.

You're just gonna have a foundation for sort of walking into these situations and understanding sort of how things work.

I think it's always really important to get connected with other board members around the Shore ecosystem, and I would really focus on LIDs as a starting point because as you learn about what it takes to be a good, effective board member at Shore, I think just get an understanding of the people who have had success there and how they think about their roles and what they bring to the table with these roles is really important.

So I think there's a lot of opportunity to do that, and I think those who take advantage of it.

Definitely benefit.

Bill, what about you?

What would you offer as advice for growth and development for a board member?

New, emerging or perspective?

I think of two things in particular.

Charlie mentioned one about attending an Operating Partner Summit.

I think another way to get to know the Shore investment team better is to go on the road and help one of the deal team members work on their investment thesis.

So what sector are they going to?

What Shore is a very, very thematic investor?

And so understanding why Shore wants to invest in this space, but not only just why that particular space, but the process through which Shore makes these investments, I think is important.

So it's, Charlie said, attend an Operating Partner Summit, go on the road with an investment team member and help them develop a sector thesis.

I think the second thing would be is ask to attend a Shore strategic planning session, even if it's not your own board, just understand the rigor and thought and detail that goes into those.

Really, I think will give you a unique perspective on how Shore operates these businesses once they make the investment.

And so I think if you're a new or emerging Shore board member, go on the road with the investment team and attend the strategic planning session are probably the two fastest ways to learn more about what Shore's trying to accomplish.

I love both of those answers.

My advice if you are a new board member, is seek out our best performing CEOs and the partners of those best performing companies and ask them what makes a great board member for you?

Because you're gonna get some insight directly from a CEO or from an investment partner that will help you be a great board member.

I can almost predict what they're going to tell you, but go ask, interact with them, talk to them, and you'll find out what really helps a CEO and investment team have a high performing board, and it's often not what you think.

The best thing to do is talk to some of our best performing companies and the investment partners on those companies, and they will tell you straight up what you could do to optimize your position on a board of directors at Shore Capital.

So I wanna ask one last question as we think about what makes a great board member.

We've talked about the relationship and we've talked about what it looks like in the meeting and what it looks like for preparing for a board meeting.

I just want to take a minute here to wrap things up and say from your perspective.

What do the best directors do outside of the boardroom, outside of the board meeting to support CEOs, to support the success of a company?

Just any insight, maybe Bill, we'll start with you.

Any insight on what the best directors do in the time outside of the meeting?

So we get it from two perspectives.

One, as a former Shore, CEO, what was beneficial to me and secondarily, what, as a board member, how I think I can be effective.

I think first is having a regular cadence with the CEO.

On all the boards that I'm a part of, whether or not I'm an LID or just a regular board member, I schedule calls as an LID every week.

But outside of that, when I'm just a board member, I schedule a call every six to eight weeks with my CEO and try to get ahead of challenges that they're facing before the board meeting.

So I want to know where I can help.

Do they need help in recruitment of A CFO?

Do they need help with the organic growth strategy?

Do they have a marketing initiative that they're stuck in that I can maybe leverage some of my background and experience in?

And so again, I think it's that constant touch point with the CEOs and management teams between meetings that not only gets you a better understanding of the management and company, but also the challenges they're facing and the growth.

And you can then bring that to bear in the board meetings 'cause when you as a board member can understand how the management is thinking about approaching a problem, it allows you to be a better, more effective board member.

I think it's important from an engagement standpoint and a continuity of engagement standpoint.

I think that's really important from a relationship perspective.

One thing that I would strongly suggest in those situations is for board members to come to the table with a topic for discussion.

You know, CEOs in these businesses are so busy, and I think, you know, not the top of their list is to have what I'll call a social call with the board member just to check in.

What I found has been super helpful is when a board member comes in, whether it's with an industry writeup or a conference that they'd have been to that's relevant, something to bring to the conversation that creates engagement in that conversation.

I think that opens the door to future interactions with CEO, you know, adding value.

Figuring out the best way to do that is really important and I think provides, um, great platform for future conversations.

And in that sense, sort of not just waiting for the CEO or someone else to come to you for help, but being.

Correct.

Yeah,

I think proactive sort of engagement with value is really important.

I would amplify what Charlie just said.

When I see something happening in the market, an industry report or something I think would help the management team, I try to send it to them immediately and with no judgment, just say, I saw this, thought of you.

This may have some impact.

Thought you might wanna see it and see what you think.

I would say for me as a board member, what I love to do is to talk to the CEO about 72 hours before the board meeting, and I ask them, what would success look like for you at this end of this board meeting?

It's a real clarifying question 'cause there's a lot of things will be discussed, but most CEOs have one or two things in mind when they're walking to a board meeting that says, I really hope we can get to this topic.

I really want to get this done.

And if I know what that is, and I know how they would define success for themselves as the leader.

If I don't see that topic coming up, or if I feel like we're getting pressed for time, it's much easier for me as a board member to say, you know, I know you wanted to talk about this and we've not made time.

Could we pivot to that discussion?

That's easier for me to bring up as a board member than often for the CEO who feels they're following a script.

So that would be my advice also, is, you know, just check in if a day or so before ask what success looks like.

You're gonna get a really solid answer that'll help you walk into the meeting and offer your best support to that CEO and their team.

If you enjoyed this episode, be sure and check out our five part Bigger.

Stronger.

Faster.

series on What Makes a Great CEO.

Additionally, throughout our Microcap Moments series, you'll find interviews and profiles of successful CEOs, Executive Partners, and Lead Independent Directors, including our one-on-one with Charlie Talbot.

This podcast was produced by Shore Capital Partners and recorded in the Andrew Malone Podcast Studio with story and narration by Anderson Williams.

Recording by Austin Johnson.

Editing by Reel Audiobooks.

Sound design, mixing, and mastering by Mark Galup of Reel Audiobooks.

Special thanks to Bill Clendenin, Charlie Talbot, and Michael Burcham.

This podcast is the Property of Shore Capital Partners, LLC.

None of the content herein is investment advice an offer of investment advisory services, nor a recommendation or offer relating to any security.

See the Terms of Use page on the Shore Capital website for other important information.