Spotlight on Family Governance – Family perspectives

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Maya Prabhu: Welcome to JP Morgan Private Bank's Spotlight on Family Governance podcast, a part of our Life & Legacy series. I'm your host, Maya Prabhu. Today, I'm privileged to host one of the most enthusiastic and dedicated champions for family businesses, Meghan Juday. Meghan draws on her experience as a fourth generation leader and chairman of the board at Ideal Industries, a family business in operation for over 105 years. Meghan cut her teeth in the family business and further honed her skills as a business analyst and project manager at the computer sciences corporation. As the Ideal family council chair for 14 years, Meghan increased family engagement and mitigated risk. She reimagined roles within the corporation, creating a family development and education program based on family governance and director development. The program gives family members equal access to leadership and director roles with selection based on merit. Meghan has served on the Ideal board since 2008, chairing the nominating and governance committee for five years.

She was named vice chairman in 2018, and became chairman in 2020. She helped develop the Loyola family Business Center's Family Business, Stewardship, and Governance Institute. She serves on the Brightstar Capital Partners' advisory council, and also sits on the editorial board for a number of publications, including Family Business Magazine. She writes for Private Company Director, Family Business Magazine, and many other publications. Most, notably Megan founded the Lotus Forum, an international peer group of female board chairs, vice chairs and lead directors. And she lives in Philadelphia with and two boys. Welcome Meghan. It's wonderful to have you with us today.

Meghan Juday: Maya, thank you so much. This really... I'm looking forward to our conversation.

Maya Prabhu: Perhaps we could start with you telling us a little bit more about your family. And it's really wonderful that you're celebrating a hundred years in operation.

Meghan Juday: So, we have, the Ideal family, we have 50 family members in the third, fourth and fifth generation, 30 shareholders, and we're spread across four time zones, so it can be challenging to get everybody on the phone or in a webinar, or even in person.

Maya Prabhu: And is this is the secret of that to really plan these things well in advance?

Meghan Juday: Yes, exactly. I mean, we publish our annual calendar a year in advance, get things on people's calendars, and we also do a lot of recording, just to make sure that we're taking advantage of all the various opportunities and accommodating people's other personal commitments as well.

Maya Prabhu: This is really interesting. And do you meet in person as well, so it's really using all the formats that are available.

Meghan Juday: Yes. We publish newsletters. We use constant contact to kind of track who's opening things, and not to spy on them, but just to make sure that people are getting the appropriate messaging. And then we'll get on the phone with people as needed. In addition, we do quarterly webinars with our CEO. We do an addition quarterly webinar with our CFO, and then we do various task forces and other governance sessions as needed throughout the year. And then we get to family together twice a year, once at our... We do a national electricians competition, which maybe we can talk more about later, if it's interesting. We bring a bunch of the family down there for that. And then we do our annual shareholders meeting in June, and that's a three day session.

Maya Prabhu: So, it's communication, communication, communication?

Meghan Juday: Yes. And still sometimes, I feel like people have missed stuff, which seems crazy, but that is kind of how it goes.

Maya Prabhu: So, let's roll back a little bit. How and why did you get involved in your family business?

Meghan Juday: I was working as a consultant for about five years at CSC, and I loved that job. That was so fun. I got to work with really big organizations on massive teams, and I got to do things that I thought were really fun, like project management and business analysis, organizational change. And we were working on very large IT installations for big companies, and I was really working on the project management side as well as organizational change side to try to get people enthusiastic and welcoming of whatever IT change that we were implementing. And that was a fun job. I loved it. I could have stayed there a lot longer, but while I was working there, I met my husband, we got married. And I always had wanted to start a family, so we got pregnant. And that's when I realized there were no women working in this firm between the ages of 30 and 45. And I realized it's because that is a job that, whereas you have a lot of employment stability.

You'd never know where you're going from week to week, and can be very long hours, a lot of travel, and it just became untenable to be in that role while also wanting to see my child. So, I left there with the full expectation that I was going to take the first year off to be with my son, and I had my baby, super cute, by the way. And I got a phone call. I had about a three week old at the time, and I got a phone call from my dad who was chairman. He'd been chairman for 30 years. He had been CEO for a large part of that as well. And he said, why don't you just come in and help us on this generational transition? I just don't know what to do. It's really hard. And I really want to work on engaging the fourth generation, of which I'm a member, and get the fourth generation more involved. And I was braced and poised for parented to be really difficult.

But when you have a three week old, you're still in the bubble where they sleep 22 hours a day, and so of course I said yes, not knowing that three week old would turn into a six month old that was not as easy to manage, but it turned out to be a great job. I really feel very passionate about Ideal. I feel passionate about the legacy of our founder, Jay Walter Becker, my great-grandfather, and really working on executing and living the values that he set up the organization with, it's very, very rewarding work. So, I just got in that way. It was really accidental. It wasn't a big plan. In fact, I really thought that I would never work at Ideal, not wanting to live in Sycamore, Illinois, which is a very charming town, but really small and didn't really suit me. So, it was a surprise career, but it has been really wonderful.

Maya Prabhu: Yes. I really sense the deep, emotional connection, apart from how proud you are in the great work the business does, but the real emotional connection with the family and the legacy that makes all the difference makes it even more rewarding to be involved.

Meghan Juday: Absolutely.

Maya Prabhu: Do you think it was useful to work outside the family business as a consultant or in any other role before joining?

Meghan Juday: It was invaluable to me. I think having that outside experience, bringing in new ideas, new concepts... I remember when I first started working for the family, I introduced the groundbreaking concept, in our family, of course we were doing this in the company, but in the family of using conference calls.

                                                It was a big move. So I feel like there was a lot of silly things like that, just kind of process improvements, but then also working in very large complex organizations and understanding the concepts around organizational change. And when you look at what it takes to get an organization... And I'm not really talking about the company, I'm really talking more about the family, which for me, that family really was my client. Although I deal with my employer, the family was my client. That's kind of how I looked at it. And the organizational change in the family system is really foundationally important, and wanting to bring everybody along, even though you may have a core group, family council, for example, who's working on the various topics and process improvements or programs or policies or whatever, do you really need to bring the rest of the family along and make sure that there are plenty of opportunities for people to chime in? So, that, I think was really a very important foundation for me. And I think was able to bring a lot of that knowledge and expertise into the family and family system,

Maya Prabhu:  Which was hugely valuable to the wider family and to the business, of course. Many people hear the term family governance and are sometimes confused and sometimes think it sounds like bureaucracy. What are your thoughts as to what family governance means to you and your family?

Meghan Juday: I really look at family governance as the counterpart to corporate governance. And I know people think of these as very separate items or separate endeavors, but I really believe that family governance and corporate governance have to be in perfect balance to one another. So, for example, and I will get more to the answering your question in a minute, but just as an overview, when you're looking at the importance of corporate governance and helping provide strategic direction, oversight of the CEO, and acting as fiduciaries on behalf of the shareholders, it's really important to have a strong board. And same with a family governance, where really I look at the family governance as helping the family be strategic and being a strategic asset to the organization, as well as maximizing engagement in the family, which can be the key to long term legacy success. And then lastly, to really look at risk mitigation.

So, when you look at the overall risk profile of a family business, usually, the family can be one of the most immediate and biggest risks. If it's not managed properly, probably second to cyber security attack. I mean, any great competitor of yours is going to take more than a couple years to bring down a company, but the family actually could do it fairly quickly, well timed lawsuits or other very distracting activities. I look at the family governance and corporate governance as needing to be equally powerful and equally effective. And for example, if you have a weak corporate governance, the family, actually, if the business Walters, the family will want to get involved in business and governance, corporate governance activities. And same if you have a weaker family or family governance, the board will start identifying the family as a significant risk and will start getting involved in trying to manage and mitigate the family challenges that are coming forward. And you really want both of them to work equally well together.

Maya Prabhu: In their own spaces?

Meghan Juday: Right. Exactly. To be complimentary, to kind of create a cohesive governance umbrella, each focusing on their various areas.

Maya Prabhu: And just to say that, would you say also that it applies equally to say a family office or any shared assets that a family may have, the whole sort of concept of family governance as you've described it? So, whether you have in a family office, the way the family office is run, that'll have its own investment committee and things like that. But alongside that, there's a family part of the family office. And so the family governance is equally relevant there, you saying?

Meghan Juday: Absolutely. And I think oftentimes if you get a family who's been around and working together 3, 4, 5, 6 generations, even if their largest or majority assets are still the family business, you end up finding that you own shared assets. And I think it was kind of a revelation when we realized a couple years ago that even if we... Even though we have very good governance of the ideal asset, we were lacking in good governance around things like shared properties and cabins in the woods and things like that. In fact, a lot of our conflict was coming from assets that weren't under that governance umbrella, the good governance umbrella that we were applying to Ideal. And so in fact, we've been working to extend our good governance across all of the shared assets using similar resources. And obviously, the majority of our time would be spent on the Ideal governance, but the family needs to work together across all of the shared assets, regardless of what they are.

And that good decision making, strong policies, strong agreements, and a good will to work together around collaborating healthy boundaries and effective conflict resolution, all of that needs to be under... Good governance needs to apply to all of those shared assets, not just the one that's the biggest and generating all the money.

Maya Prabhu: Absolutely. One of the terms you mentioned was a family council. I wondered if you could tell us a bit more about what the role of the family council is in your family.

Meghan Juday: So, the family council really is a committed group in our family, is a committed group of family members who spend time focusing on the overall strategic plan for the family. So, we recognize that as the company grows and accelerates, the family really needs to focus on keeping pace. And part of our challenge is that we currently do not have any family members working in the business, and so our role of our family council is to focus, as we mentioned earlier, on all of the various communication avenues we had to keep the family apprised of how much the company's changing or how it's evolving. Our biggest concern really was that we had family members who really weren't spending any time thinking about Ideal, except at the annual shareholders meeting, and they were finding themselves frustrated and lost. If you hear a business update once a year, it really makes it very challenging to keep track of who the new management, if you have new management people, if you have new businesses, if you've made acquisitions.

And so that's really why we started doing a lot more webinars and communications with the family throughout the year, so that we can try to help them keep up with all the various changes going on in the business. But we also really use an occlusive decision making model in our family. So, although we have a family council, when we are working on big projects, policy changes, new programs, whatever is on our agenda for that year, we actually use the task force model. And the task force model is a way that family members can get involved on something they're passionate about without feeling like they need a full commitment to be in the room with the family council on a day to day basis. We allow...

For example, if we're talking about the employment policy, and I know I have three people who are really passionate, either for or against, for example, I want them in the room with the family council to help us, to help us think about all the various angles and considerations that we need to take to make sure that we're really representing the full family perspective in our decision making processes. So, the family council's really... Their core focuses are to really help the family think strategically about being a good partner with the board of management. We really focus on communication, and we focus additionally on running these task forces to make sure that we have family members who are contributing to the overall decision making process. Lastly, I just wanted to mention that when somebody commits to being part of the family council, they are responsible for representing the interests of the entire family and all of their decisions. We don't have branch representation. We don't have people who are just trying to talk about a unique... We want the unique perspectives, but we want them in the context of representing the larger family.

Maya Prabhu: That's a really important concept, actually. And that's where I think the point you made about goodwill, where everyone signs up to that and really thinks about it more broadly is so important to decision making. You have of responsibility, Meghan, chairing the board of your family company, which you took on in the pandemic, really unleash challenge business around the world. And to me, it really highlighted the role of owners. People focus a lot on management. Of course, they are hugely important role, but in really big moments, the role of owners is key to set strategy and to really steward through the storm. As you sort of look back, would you be able to share any reflections on how us chair represented the family owners and sort of took on this big challenge?

Meghan Juday: Yes. Well, by the way, I didn't know I was going to be named chairman two weeks before the pandemic. Had I known that, I may have deferred the appointments. I'll just say, it was a really hard time to be brand new at a job. And by the way, we had a brand new CEO as well. He had been on the job six months before the pandemic hit, and he was very masterful in quickly pivoting the business and keeping employee... The management team and the HR team really worked very carefully to keep the employees safe. We are a manufacturing company that has a global footprint, so with all the various different local laws, really trying to focus on keeping the family, or sorry, keeping our employees safe when they had to come to work every day. One of the things that I would just mention is that we've made a point at Ideal to really live the values of our founder, Jay Walter Becker.

And one of those areas that's critical is taking care of employees, being a good partner with our communities, and working very closely and treating our vendors, customers well. And so I would say, in reflection with our CEO, over kind of looking back over the last couple years, one of the things that he said was so helpful was to have those values as a backdrop for decision making. And so he was able to for... When you look at the bottoms falling out of some of our businesses and other of our businesses were going gangbusters, and he was able to really use those values as a tool for decision making that I think was very helpful for him.

Maya Prabhu: That's amazing. It just goes to show how the values really form the background and the backdrop and the anchor for family decisions, as well as business decisions. And it's what makes family businesses so special, because you don't invent that anchor every year, every day, try and construct it out of nothing, but is so anchored, as you say, in your case, and to the values of the founder. And it really permeates through everything. It's fabulous.

Meghan Juday: I would agree. I think it was a... In retrospect, you kind of talk about them, and oftentimes, values can seem kind of secondary, but in a crisis, they can be one of the helpful things in a decision making process, and I think that's something that we really learned and was kind of... It just refocused our energy and efforts around making sure that we're all clear on what those values are and that we use them as guidelines for decision making.

Maya Prabhu: From everything that you've learned over the years, what would be your advice to anyone who's interested in joining a board position in their family office or in their operating business? How should they prepare themselves?

Meghan Juday: Well, are they... First, it's really important that there's a clear job description around what is expected of a family director, whether it's in the family office or in the family business. Secondly, do everything you possibly can to be prepared, and recognize that if you are able to land one of the board seats, this does not mean that your job is done. Your business or family office are going to have fundamental changes over your tenure as a director, and you have to love learning. It's a lifelong learning essentially. And so I would say be prepared to stay on that learning path, be prepared for the kind of responsibility. It is a big job to be a fiduciary for all the shareholders. Lastly, I would say two tools I would suggest everybody work on.

One is making sure that you are very skilled in having difficult conversations, either in the boardroom or outside, and then lastly is still really focused on developing strong relationships with everybody in the boardroom, including all the family directors. And then with the rest of the family, really making sure you're investing a lot of time into representing and to making sure that you understand everybody in the family landscape so that you can be a good fiduciary for them.

Maya Prabhu: That's wonderful. Thank you. Let's talk about, finally, the Lotus Forum, a body you established for female chairs and directors. How did this come about?

Meghan Juday: Okay, this was an accident. And as I mentioned, or as we just discussed, I was named board chair in February of 2020, which really seemed like a good idea. And by the way, this was a planned transition. Even the date had been planned for years in advance. And by the time... I remember feeling two days of panic once I got the job, of like, "Oh my gosh, do I really know what I was doing?" And then kind of steal myself to say, "Okay, yes, I can do this. I know what I'm doing." And then of course, the pandemic hits, and I go right back to the beginning of, "I don't know what I'm doing." And it was challenging. I inherited a board that people had been on our board for a long time.

They were used to a certain style. They were used to a certain economic climate. They were used to a certain level of wind at Ideal, and everything got turned upside down during the pandemic for a lot of companies, not only just Ideal. I was really struggling and I had joined a peer group for board chairs of family businesses run by Kellogg. And I really enjoyed that. I thought it was great, meeting other people in this role. There're not very many. I mean, they're far more directors than there are board chairs. And I was sending out emails, "Who's dealing with this? Who's dealing with that? I'm really struggling with this." And I didn't know... Am I challenged, personally challenged, or are these people just not really relating to what we're going through as a board and a company? And so I thought, "Well, I'm just go talk to all the female board chairs I know," and realized I didn't know any. And that was very eye opening because I had never really, up to that point, recognized that it was unique to be a female board chair.

I never really thought much about gender before that moment of getting into that role,, because I'm just always considered myself a teammate and a contributor, and I love getting stuff done and to work with people. I have a pretty robust network, and I reached out to a couple of people who really work with quite a few families and asked for introductions to any female board chairs they might know, and started working with the people who run Family Business Magazine, MLR media, and just saying, "Get me introductions. I need to meet some of these women." And my original thought was that we would put together a quarterly Zoom call for two or three other women, no big deal. We'd schedule in advance. And we could at least learn from one another. That's one of my favorite way of learning, is just listening to other people, learning from them, trading templates, trading stories.

I think it can really help jumpstart people. Especially if you're in a new role, it can really help jumpstart your kind of acceleration. So, as I did that, I actually had one or two. And then all of a sudden, I had 30. And that was at the end of last year. And now we're up to 50. We're in an international group. It's such a big group and it takes so much time that I actually had to hire somebody to come help us. And we are in the process of just... We're continuing to add more people every week. And these women, I have to tell you, it is one of the most fabulous things I have ever done. It is so exciting to be in a room of so many talented women. I mean, talented people anyway, but I feel like there's a special kindred spirit experience spending time with female board chairs, because they're so grateful to be in the room.

A lot of these women have never, like me, had never met another female board chair or vice chair or lead director, and so there was some great opportunities for us to really focus on... I mean, the core focus of our group is excellence. It doesn't matter if you're a man or woman, you have got to be great at your job. And being chairman is far more complicated than putting together a quarterly agenda. There are a lot of moving parts, there's a lot of nuance, there's a lot of work that needs to be done between the meetings, to have a good meeting, and it's a much more significant body of work than one would think, or it seems like from the outside. We bring in subject matter experts. We bring authors of books. We'll bring experts in their fields to come in and talk on an annual agenda that the group sets themselves.

And there's really kind of two categories. One is to focus on governance, excellence, things like board composition or CEO, evaluations, board strategy, building a strategic board, those kinds of things. And then there's another one, which is really what are those top of mind items that are coming up on the board agenda that the board chairs really need to have a better understanding of a need to know how to have a significant and meaningful oversight in the board room? Like, EFG, DE&I, cyber security, enterprise risk management, there's that kind of big body of work that's going on that's kind of coming up, and it's challenging to know how to run those programs. If you don't know enough about them and know if they're being done properly or not.

It's been remarkable experience. We get the group together two times a quarter virtually, and we are in the process of finalizing our first in person meeting where we'll get a chance to meet one another. I have to say, it's been very rewarding, super fun, and very energizing. It was one of the best things... It was one of the bright spots. Everyone had a few bright spots during the pandemic, but this is certainly one of my bright spots. It's been very enjoyable to get to know all these women.

Maya Prabhu: Congratulations. It sounds like there's a real need for it as well, which is why you've attracted so many members so quickly.

Meghan Juday: Right.

Maya Prabhu: And the global audience as well. And I'm sure it's going to go from strength to strength. Thank you so much, Meghan, for this wonderful conversation, have loved all your insights, and thank you for sharing your experience so generously.

Meghan Juday: Maya, thank you so much. It's been a real pleasure to speak with you today.