Tanuja Dehne

Full Transcript

ex judicata:  You’ve had an extraordinary career as a lawyer, senior executive at a Fortune 500 company, and as a member of the Board of Directors at several public companies.  It’s hard to know where to start but let’s go back to the beginning.  Did you always want to be a lawyer?

Tanuja Dehne:  I had aspirations of being a veterinarian. I worked on a farm, milked cows, and lived in rural Pennsylvania.  And later I had aspirations of being a college professor. That’s why I went right after college to graduate school for political science. But I realized very quickly that that wasn’t for me.

In that year that I was doing the master’s program, I got the feeling that I wanted to do something that was more grounded that could touch more people.  I had to grow up quite a bit and work many jobs to pay the bills.  When I applied to law school, after I got my master’s degree, I was thinking where can this lead me and on a practical level, how will I fund this?   I was very fortunate to receive a scholarship to Syracuse University School of Law.  I was a pre-law advisor at the college, so a good deal of my law school experience was subsidized. That gave me a lot of choice.

ex judicata:   After law school you went to work as an associate at Saul Ewing in Philadelphia?

Tanuja Dehne:  Yes.  I was a summer associate between my second and third year of law school.  It was an incredible summer associate program.  We were matched with mentors.  It was that summer where I got my real first taste of legal writing and I was given assignments in every department.  After that summer I got the honor of being offered a full-time position.

ex judicata:  How long were you were you at the firm?

Tanuja Dehne:  I was there for 6 or 7 years in the corporate department and the business department.  My focus was securities work, disclosure, corporate governance and M&A.  It was at that time that I got my first exposure to corporate boardrooms and I developed the sense ‘if they can do it, I can do it’.  I also had the opportunity to do a lot of pro bono work at Saul Ewing which was a good opportunity to hone some of my litigation chops.  And, because of all the non-for-profit work I got the opportunity to start serving on the boards of these organizations.  It was my gateway.

ex judicata:  So, then you make a move taking a position in-house.  Was that through a recruiter or was it a client that hired you?

Tanuja Dehne:  It was a recruiter.  For me to take a call it had to meet certain very specific requirements. I had moved from Philly to the Princeton office of Saul Ewing. I had two babies. The position had to add something new and interesting to my background and it had to be in Princeton.  It turned out it was a job with a company moving from Minnesota to Princeton to be the Assistant General Counsel for securities.

I thought that’s pretty cool.  And I would be able to own something for the first time. To be accountable.  The company was NRG and it was a great transition.

I got there on the first day there they were like ‘you’re the expert, you’re responsible and we trust you to do this thing.’  And it gave me such agency in a way that I never had before.

ex judicata:  And, then your career takes another direction. One that we have seen in a number of the interviews we’ve been doing with JDs who moved to business.  The law department leading to the executive suite.  You make the decision to flip the switch and suddenly you’re not going to be practicing law anymore.  Walk us through this.

Tanuja Dehne:  It was easily the riskiest thing that I had done in my career. But I had some great mentors who saw in me what I just did not or could not see in myself.  My dilemma was I didn’t want give up the power and prestige of being a lawyer. I had risen in the department to be Deputy General Counsel, Corporate Secretary and the right hand to the Chairman of the Board.

I had access to everything.  I wasn’t sure I wanted to give up the accoutrement of being a lawyer, but I had some great advice from folks that needed repeating many times.  ‘Tanuja, how many times are you going to draft a proxy statement’ like ‘you know how to do this’.  ‘You are being offered a seat at the table so take it. You understand the business, use it’  It was the best career decision I ever made. I wasn’t practicing law but I kept all my Bar licenses and not a day goes by that I don’t use the law in some way.

ex judicata:  So what was the opportunity on the business side?

Tanuja Dehne:  The job was marketed to me as we need the right people in the right positions at this time because we’re growing. We need somebody who understands mergers and acquisitions to lead the largest integration M&A deal the company had ever done.   I knew I could do that from the legal side. But this would be from the people and processes side.  It was heading HR and it was really about using all of my skills and gifts to be able to manage the integration in a strategic way, understanding the law, but trusting that there were great lawyers doing that for us. 

And having the humanity and the humility, because I’m not an HR pro, to be able to ask the questions, to know enough to be dangerous, but to surround myself with pros who knew how to do it.  And I think that was really the gift, like, ‘I’m coming in, I don’t know how to do all this stuff, but I know what it is to be an employee and I know what it is to value humans and I know what it is to take care of people during these hard times’.

Tanuja Dehne:  And ‘I know how to ask hard questions, I know this business and I know what we need to succeed. So how can we do this together?’  One of the first things I had to do was reorganize the department and then lead this entire organization through this transition and change management.  And in the midst of all that is happening, three months into the job, the General Counsel of the company leaves.  

I was offered the job to be the GC. This is what I wanted my whole career.  And I had a weekend to make a decision.  It was a tough decision but not the hardest one I ever had to make.  I was in the middle of something great and important. This integration and creating the successful merger of these two large companies.  I have the trust of the organization and I can do this.  So, I stayed in my role and then I became the Chief Administrative Officer of the company and Chief of Staff.  I picked up a ton of new skills that made me so much more marketable to do so many other things.

ex judicata:  It sounds like you were given great advice and had mentors.

Tanuja Dehne:  I had the gift of many mentors.

ex judicata:  There are many extraordinary things in your background, but the thing which really stands out in my mind is the sheer number of public company boards that you have served on.  It looks like you currently serve on two and you have served on four others in the past.

The majority of the users on ex judicata are young attorneys, mainly junior associates in law firms who are making their first transition to business or thinking about it.  But we have a growing segment of partners that have achieved major success, conquered the legal world and are wondering if there is something else they can do.  A move in a new direction. That’s where we come in.  Like the former global head of bankruptcy at a Am Law 20 firm that we helped move to a position on the business side, not the law department, in a Fortune 100 company. Many of these partners are interested in serving on boards of directors.  But there is really no guidance out there so we are trying to help provide it.

You had mentioned earlier having experience serving on not-for-profit boards which helped pave the way for eventual service on public company boards.  How did you get your first position?  How does anyone come to their first board position?

Tanuja Dehne:  I think the most important thing is you’ve got to tell everyone you know on the planet that you are interested in board service.  Because if you don’t tell people nobody really knows.  Then, you’ve got to talk to as many directors as you can.  What is this job of being a corporate director?  Learn everything you can.  And understand from the beginning that intestinal fortitude is needed to serve on a public company board.  It’s not for the faint of heart.  It’s a real job. The position description has changed in the last ten years since I started. There is so much more accountability, there’s so much more work involved, there’s so much more life experience that’s required to serve in a corporate boardroom these days.  It’s important to talk to people about what’s expected, the time commitments.  

My first corporate board came through a connection. I was called along the lines of “…,we’re looking for a governance expert and an infrastructure expert for a newly public company.  And I happened to be on that side.  I had experience on the business side.  If you’re a career lawyer, it is harder because the question is what else do you bring to the table?  You have to be able to tell stories to market your individual experience. Because there is a bias against lawyers in corporate boardrooms.  Why?  Because we can hire lawyers.  No one says they want me in a corporate boardroom because I’m a lawyer. They’re looking for a compensation expert. They’re looking for human capital management, succession planning, or a governance person. But, of course, that’s all lawyering in many respects.

ex judicata:  It calls to mind an interview we did with Paula Boggs the former General Counsel of Starbucks.  Now leader of  Paula Boggs Band They actually supplied the music on exjudicata.com.  Do you know Paula?

Tanuja Dehne:  Our paths have crossed. She is amazing.

ex judicata:  Yes.  What a background. She was telling us there is a prejudice against lawyers on corporate boards that don’t have any real business experience.  So, it sounds like the fact that you stayed on the business side rather than taking the GC position probably made it just a touch easier to land board roles?

Tanuja Dehne:  I think it has for me.  People can see that you are an operator and infrastructure person.  That you understand P&L statements, that you’ve been responsible for the budget, your scope and sphere of responsibility. Boards also want to see that folks have demonstrated leadership, leadership during transitions, change management, strategic acumen.  Lawyers do all those things but need to be able to tell the story and market themselves.

ex judicata:  That’s another thing that Paula said.  You need to have at the ready your what is your elevator pitch?  What can you explain in two or three sentences as to why you can do this?   You said a little while ago that the position of being on a corporate board has changed a lot over the last ten years or so. Can you elaborate on that.

Tanuja Dehne:  Sure. First of all, it’s not this tenure track position for life.  There is an expectation that there is going to be some performance management with some teeth. Board evaluations and succession planning have become more robust.  There’s more accountability. The tone at the top, culture, ethics matter, people matter. COVID really brought all of these issues to the fore.  Workforce planning, safety, care of your people, where are they going to work?  In the office? Are we going to work out of the office? When I first started as a board member, we kind of relegated people issues to management.

Now we want to know whether a potential board member understands the culture of the organization, our stand on certain issues?  Do we have a point of view on things?  Crisis management is an everyday occurrence. It’s a normal thing. Cybersecurity is a constant thing.  And so, we as directors have to be on top of our game and smart, like not level 101 smart, but smart like graduate school level, smart.

Institutional investors want to go deep. They want to understand, and they want to talk to directors.  We’re also talking to shareholders more now. They want to know and see the conviction and authenticity in us as directors.  That we understand what our job is. We understand where the organization’s going and that we are committed to long-term stakeholder value.

ex judicata:  You mentioned a few times the importance of taking care of people. I would imagine that that being a mom also played into the direction you took in your career because you could affect more people in human resources directly than say being the General Counsel.

Tanuja Dehne: It’s so interesting.  I am a mother of five children.  When I became the Chief Administrative Officer of a company that I had grown to absolutely love is when I brought my children into the thought process of what we were doing as a company.  Our focus on a clean energy future was for them.  The stars have aligned for me to now be heading up a foundation that is going through a massive transformation focused on racial equity and justice.  If anyone asks me why do I do this?  This is for my children.

ex judicata:  Best answer of all. You have a job you love at a Fortune 500 company. How do you get over to your present position running a foundation?  Was that through a headhunter?

Tanuja Dehne:  This is a world where at the end of the day, it’s who you know and what you know and the networks you make.  And, again, telling your story and having people witness your value.  I was on the board of the Dodge Foundation as a trustee and was chairing the strategic planning that started the foundation’s journey on equity and inclusion.

Somewhere along the way I stepped down from my role at NRG, really doubled down on my corporate board work and was doing quite a bit of consulting on the climate action work and was part of other boards.  The stars aligned at this one moment where I actually could apply for the open job of President & CEO of the Dodge Foundation.

To do so I had to step down from the board of the foundation.  I formally applied for the job through a recruiter, and my board put me through all the paces that you can possibly imagine, beginning with ‘tell us your name’. Rigorous interview process with people I knew well.  And it was one of the best things that could have happened because it really forced me to think about this job in a very holistic way, to remove my trusty relationships, my trusty hat, and to think strategically about what it would mean to the be the President and CEO of a foundation that was embarking on a major transformation.  It gave me the necessary credibility. It wasn’t just elevating a trustee into the job. I had to fight for it.

ex judicata:  A basic question, but one that is so important for our users to hear, how do you think your JD skill set and legal experience prepared you for so much success in your career.

Tanuja Dehne:  I think first and foremost in those early years, it was having been taught to adhere to the highest of standards in writing. Communication.  Andattention to detail.  All of those things have followed me in my ability to meet strict deadlines, meet commitments and doi a job thoroughly.  A rule that I learned on my first day on the job at Saul Ewing was you return a call within an hour, not 24 hours within an hour.

The skill of proper inquiry and how to ask questions made me a better businessperson, and has made me a better corporate board member.  Because people hide behind the law. They don’t know it.  They get scared of it.  They worry about it.  They’re like, we can’t do this because the rules say we can’t do this thing.  I’m a compliance hawk. I do not believe in foot faults, but I do believe in asking questions like, ‘Are you sure? Well, let’s take a look at that.  Someone said that you couldn’t do this thing.  And I’m like ‘let me read it. Well, actually, we can’  

ex judicata:  One final question for you. Is there any particular piece of advice or series of pieces of advice that you were given by your mentors?

Tanuja Dehne:  . A very senior corporate and securities partner said to mewhen I was very junior, a first or second year, , :You’re the master of your own destiny. You’re the master of your own career. And if you’re not the master of it, somebody else will be”.  And that has stuck with me ever since.

ex judicata:  That is wonderful advice and a wonderful place to leave it. Thank you so much. So enlightening on many different levels.

Tanuja Dehne: Well, great. Thanks so much for the opportunity and I hope it’s helpful.