Last week, Internet media company IAC/Interactive (NASDAQ:IACI) quietly added a 31-year-old graduate student who has little relevant experience to its board of directors.
Of course, this wasn’t just any grad student; it’s one who has a Rolodex that would make almost anyone drool, several years of service at a global hedge fund and a top-notch consultancy.
Oh, and her parents used to reside in the White House.
Still, the decision to tap Chelsea Clinton to the board of the parent of Match.com and CitySearch has raised questions about whether or not she has the relevant experience and credentials to fulfill the legal responsibilities of this pivotal position. Some believe IAC, lured by Clinton's connections, may have given her the wrong job for the wrong reasons.
“I didn’t know whether to laugh or get very ill when I read this,” said Larry Hrebiniak, a management professor at the Wharton School of Business. “This is clearly a case where someone is seeking political influence and that’s going to upset some people, probably some shareholders.”
By becoming one of IAC’s 14 board members, Clinton will be sitting with several individuals with deep experience in the media world, including former Walt Disney (NYSE:DIS) CEO Michael Eisner and ex-Dow Jones CEO Richard Zannino. Dow Jones is owned by FOX Business parent News Corp. (NASDAQ:NWSA).
IAC CEO Barry Diller, a legend in the media world, was a supporter of both of Clinton’s parents during their respective presidential runs.
For her services, Clinton will receive an annual retainer of $50,000 and a $250,000 grant of restricted IAC stock.
“Stop and look at her. She’s 31 years old, has no real experience; nothing to justify her $50,000 retainer,” said Hrebiniak. “She pales next to the likes of Michael Eisner”
Legal Duties in Focus
To be sure, Clinton is no neophyte in the business world. She’s pursuing a doctorate at Oxford, has degrees from Stanford and Columbia and is clearly very intelligent. Clinton also offers a unique perspective that her elder peers on the board don’t have.
"Chelsea was honored to be elected to the IAC board and looks forward to serving," said Matt McKenna, a spokesperson representing Clinton.
Justine Sacco, a spokesperson at IAC, said in a statement: “Ms. Clinton is an intelligent, insightful and inspirational young woman with experience in consulting and public policy that will add dimension to IAC’s board.”
Of course, detractors don’t believe the problem lies in Clinton’s competency. They are more concerned about her ability to fulfill the legal responsibilities of her new position: to represent shareholders who own the company and monitor management. Boards have the power to hire and fire management and must approve all major decisions, such as mergers and acquisitions.
“It is not clear to me that the advising role here is best filled by someone with Chelsea’s talents, nor is it clear that such talents are best placed on the board level,” said Ralph Walkling, executive director of Drexel University’s Center for Corporate Governance.
Questions About Resume
Others are worried about Clinton’s lack of experience in the Internet world. After all, IAC owns a slew of online media properties, including CitySearch, Ask.com, CollegeHumor.com and the DailyBeast. She didn’t specialize in this area during her time at McKinsey & Co., which is one of the world’s top management consulting firms.
According to her own bio, Clinton’s recent professional and academic work has focused on health care, not the media. She does currently serve on the board of Common Sense Media, a not-for-profit organization that monitors the media for families and children.
“I think it’s a terrible choice -- not because she’s not smart, not because she’s young, not because of possible favoritism or cronyism, but because she doesn’t have any industry experience or skin in the game,” Eric Jackson, founding and managing member of Ironfire Capital LLC, wrote in a blog on Forbes.com.
Scott Kessler, who covers IAC as an Internet equity analyst at S&P Capital IQ, defended the decision to add Clinton to the board. He said Clinton brings to the board an impressive Rolodex as well as much-needed diversity, both of which could help IAC
“You don’t want the same 10 people on the board because then you aren’t going to get a unique perspective or different ideas,” said Kessler. “If she were appointed the company’s chief operating officer, that would be a much different conversation. She is a more than suitable appointee” to the board, he said.
Kessler said Clinton’s age should be considered an asset given the fact that many of IAC’s websites are targeted to younger people.
“Am I going to say she has considerable relevant experience here? No, I don’t think she does,” said Kessler. “But I think she brings a lot more to the table given her name and what she has experienced over those 31 years and the likely connections she has.”
But corporate governance experts say simply having connections and a well-known name isn’t enough to justify a board appointment.
“Knowing a lot of people is great for politics and cocktail parties, but not so much for corporate boards unless you can show it makes you a better monitor,” said Charles Elson, a corporate governance professor at the University of Delaware.
Jackson wrote that his research shows it only helps to have people who have “big names” on a company’s board for when it goes public. He said it has “no predictive value on subsequent increased sales, profits, or stock price. They didn’t matter.” He argued that having people with industry experience on boards was a “whopping predictor” of vital metrics two years after the IPO.
Elson pointed to previous examples of people who were added to boards because of their names, such as O.J. Simpson being tapped for the audit committee and board of Infinity Broadcasting in the early 1990s.
“The job of a director isn’t to know a lot of people. The job is to decide whether or not management is doing an effective job,” Elson said.