There are two reasons why people tend to speak with needless complexity
There are two reasons why people tend to speak with needless complexity
LinkedIn Facebook Twitter Email Contact Card
Compensation in Context Newsletter
San Francisco
    New York
    Washington D.C

Struggling with who should be on your board?

Call an electrician.

Share This Email:
Share via Email Share on Twitter Share on Facebook Share on LinkedIn

May 3, 2021 

Thanks to our friend and colleague Adam Epstein

There are two reasons why people tend to speak with needless complexity about most issues:
(1) They have a vested interest in making others believe the issue is more complicated than it really is; or 
(2) They don’t actually understand the issue.
Case in point: nearly every discussion about the composition of corporate boards.
I recently listened to a boardroom “expert” try to explain who should and shouldn’t be on corporate boards to a smorgasbord of bemused looking Zoom attendees.
About 300 seconds into a 45-minute presentation, a former buy-side colleague texted me: “Is there some app to decode this?
We could give our electrician example in, what, 90 seconds, and everyone would understand this issue for the rest of their lives!”
He was right. Here’s the electrician example.
An electrician is working in your basement, and someone asks you to go downstairs, observe the electrician, and report back whether they are doing a good job.
Since you’re devoid of any electrical knowledge you’ll probably try and deduce their expertise from contextual clues.
For example:
(1) Is the electrician’s appearance professional and consistent with a skilled tradesperson? 
(2) Does their body language connote confidence and purpose? 
(3) Do they seem to have the proper tools for the job? 
(4) Are there any clear signs that they are unskilled (e.g., flummoxed comportment, sparks, flickering lights, burning smell, etc.)?
When you return from the basement, you report back that based on what you saw they seem qualified and proceeding ably. The futility of the entire exercise is laid bare, however, when someone asks the seminal question, “In actuality though, how can we rely on your assessment of the electrician, when you don’t… know anything about electricity?”
And the answer, of course, is: you can’t.
Yet this happens every day in thousands of public companies.
Consider most biotech companies for example. One key enterprise risk they typically share is a recurring need for external growth capital. Yet the overwhelming majority of biotech companies have no board members who are experts in capital markets or corporate finance.
So how do they oversee that key enterprise risk for shareholders?
Well, since they lack the requisite expertise, those boards are limited to some version of deductive steps one through four. In other words, they can’t possibly know whether the company’s capital formation strategy and tactics are good for shareholders or not.
[Cue image of smoldering wires in the basement wall.]
With that, I have to get back to the boardroom chair explaining board composition; only 40 more minutes to go...
    Veritas Executive Compensation Consultants, ("Veritas") is a truly independent executive compensation consulting firm.

    We are independently owned, and have no entangling relationships that may create potential conflict of interest scenarios, or may attract the unwanted scrutiny of regulators, shareholders, the media, or create public outcry. Veritas goes above and beyond to provide unbiased executive compensation counsel. Since we are independently owned, we do our job with utmost objectivity - without any entangling business relationships.

    Following stringent best practice guidelines, Veritas works directly with boards and compensation committees, while maintaining outstanding levels of appropriate communication with senior management. Veritas promises no compromises in presenting the innovative solutions at your command in the complicated arena of executive compensation.

    We deliver the advice that you need to hear, with unprecedented levels of responsive client service and attention.

    Visit us online at, or contact our CEO Frank Glassner personally via phone at (415) 618-6060, or via email at He'll gladly answer any questions you might have.

    For your convenience, please click here for Mr. Glassner's contact data, and click here for his bio.
    powered by emma
    Subscribe to our email list.