View From the Board

The Role of the Med One Board of Directors

Written By: Robert Gross

How and why Med One came to have a Board:

Five years ago, Larry approached me at the annual Summit Conference for Directors & Officers (which I co-chair) and asked if we could spend a few minutes together and talk. I have known Larry and Brent for over forty years and served way back when as their general counsel with another leasing company. I hadn’t seen either for several years, in fact, many years, and was thrilled to reunite and catch up with Larry. Our paths had varied over the years, but I have always held both Larry and Brent in great esteem, both as individuals of the highest integrity and, professionally, as experts in the leasing industry.

As we sat down and talked, Larry proceeded to tell me all about Med One and its operating structure, businesses, leadership, and employees. We discussed its growth and current sources of revenue. He described the culture at Med One as one of excellence and described for me the passion and commitment its employees and managers bring to the workplace every day in order to meet and surpass the expectations of the company’s customers.

He then said that he and Brent had been considering for some time the formation of a Med One legal board of directors. He explained that it was his and Brent’s desire to continue to grow the company and employment opportunities and to have the company flourish beyond the time when the two of them may decide to step back from the company’s day-to-day leadership. He told me of his and Brent’s desire to perpetuate rather than sell the business because they care deeply about what they, together with the Med One team, have built, and they are committed to the success of Med One employees and customers.

Larry and I discussed how a board of directors could assist them and the company to meet those objectives immediately and going forward. Larry expressed that he and Brent were committed to developing the best management and leadership possible to lead, sustain, and grow the company. We also discussed how a board comprised jointly of both highly experienced and skilled independent (non-Med One employees) directors and Med One officers/directors could work closely with management to maximize the company’s potential and leadership development. As I explained to Larry, the “right fit” of independent directors provide outside experience, new perspectives, and expertise. Independent directors can also question assumptions and ask challenging questions to assist management in drilling down into problems and finding workable solutions. And, very importantly, a board can assist and work with management to develop and support current and future, go-forward strategies.

I agreed to provide Larry and Brent some options and alternatives to build and develop a diverse and robust board. Once they settled on one of those options, we began the process of building the kind of board they envisioned. In Step One, I helped them develop matrices for relevant and desired director skillsets, experience, character, and characteristics. Above all, we agreed, the Med One board should reflect the highest in integrity and ethics. In Step Two, I then identified and recruited a field of about two dozen diverse director candidates that fit within those identified skills and experience parameters. In Step Three, I presented candidate backgrounds and resumes to Larry and Brent for their review. In Step Four, with Sandy, the executive assistant, we scheduled interviews for each candidate and interviewed them. Once the interviews were completed, Larry, Brent, and I met in Step Five to discuss all of the candidates. We identified those candidates who best seemed to fit within the parameters and objectives Brent and Larry set. In Step Six, Larry extended invitations to the new directors identified and received their acceptance. The final step was then to organize, prepare documents and amendments, and prepare for our first board meeting, which occurred several weeks later.

And, so there you have it: a quick summary of how the Med One Board of Directors was born and came into this world.

What Does a Board Do?

As a corporate governance advisor, I’m often asked, “what is the purpose of a board of directors?” or “what does a board of directors actually do?” Perhaps you have had the same questions. To answer that, let me provide a little background and context.

The owners of a company elect a board to represent the owners and direct the business affairs of a company. Management runs the day-to-day affairs of a company and is accountable to the owners through the company’s board. The board directs, oversees, monitors, and assists company management. A board should develop a productive working relationship with company management. A board is usually not onsite each and every day.

Under Med One’s family-owned structure, the company is not required to have a board of directors. Increasingly, however, the owners of many companies not required to have boards are choosing to do so. Why? They are doing so for many of the reasons that Larry and Brent chose to do so.

Companies are increasingly faced with a wide array of challenges brought about by a combination of factors, including globalized opportunities and risk, sustainability, emerging and disruptive innovation and technology, cyber-threats, rapidly changing markets, competition, regulation, changing demographics, climate change, trade policies, and quickly changing customer interests and demands. Companies face, as never before, a “wave of major, simultaneous, and interconnected trends that are redefining how companies create and sustain value.” (National Association of Corporate Directors 2019 “Blue Ribbon Commission Report”)

Directors independent of company owners and management provide outside perspective, advice, and expertise that enhances and broadens company leadership. That enhanced leadership allows the company to be better positioned to meet customer and employee interests and to maximize company responsiveness to a company’s supply chain customers and vendors.

Family-owned businesses, such as Med One, also face critical decisions when the owners reach the age where they may want to step back from running the business day-to-day. The owners of some family-owned companies decide to sell the business when the owners reach that point in time. Some owners, such as Larry and Brent, do not want to sell the business, but instead, because of their commitment to their employees and customers, want to see the business continue and to grow and expand. In order for that to happen, a new generation will need to step into the leadership ranks of the company. Owners realize the value of an independent board assisting the owners in identifying and developing such leaders. In the governance world, we call that “succession planning.” As mentioned, Larry and Brent realize the importance of objective and collective succession planning that involves direct participation and thoughtful deliberation of independent directors.

The role of company boards has also evolved rapidly during the past two decades. The role of boards traditionally was one of management oversight and monitoring. Boards used to spend most of their time in board meetings reviewing recent financial and operating performance. While that is still an important responsibility, boards are increasingly, along with management, focusing on the future and the strategies that will allow a company to continue to grow and prosper. In essence, the best and most productive boards spend less time looking in the “rearview mirror” and focus more on working with management to develop the strategies that will shape tomorrow’s future for the company and its employees and customers so that it will prosper in the face of today’s and tomorrow’s headwinds.

Where is the Med One Board?

The Med One board has evolved even since its inception five years ago. The current board is comprised of Larry, as Chair; Brent, as Vice Chair; Rich Madsen (Med One’s principal outside counsel) as Secretary; and seven independent directors: Lane Summerhays, Randy Emery, Bill Brady, Mark Oligschlaeger, Sheri Thomas, Leslie Snavely, and Robert Gross. The independent directors bring to the boardroom both a broad and deep set of diverse skillsets and a real depth of experience. A couple of the directors have led large, high achieving organizations in private and government sectors. Some directors have substantial financial, risk, and accounting expertise; all are financially literate. Some have superb marketing and strategy development backgrounds. Some are current operating executives; some are former executives. Some have long-term company governance experience; some have shorter-term governance experience. All have considerable management expertise. All think strategically. Most importantly, all are deeply committed to the continuing success of Med One and the Med One employee family.

During the past five years, directors have formed strong alliances and strategic partnerships with members of Med One management. There exists a cohesiveness and strong sense of accountability among the board. Individual directors are spending considerable time in assisting Med One management counterparts in certain areas of marketing and strategic expertise. The board is shifting its primary emphasis away from monitoring and overseeing past performance and, together with management, is increasingly focusing on the future. Recently, we have adopted a system of management-led and board-participant committees. Those committees are organized and are driven by management to focus on today’s challenges and tomorrow’s future direction and strategies. We all learn from past experiences to build the foundation for future success.

Each of the independent directors is proud to be a member of the Med One board and team. We love our association with members of management and our opportunities to interact with all employees of the Med One family. Each of us is enormously grateful to Larry and Brent for the trust they have placed in us, as individual directors and collectively as a board. We are proud of your commitment to excellence, and we relish the stories of individual employees or teams exceeding customer expectations. We continue to look forward to working with you and being an integral part of the continued success and future prosperity of this great company!