NON-EXECUTIVE BOARD DIRECTOR, AUDIT COMMITTEE CHAIR

The Client:

A clinical-stage company located in Europe, with a public market listing in Europe and the US (Nasdaq). The company is developing rare disease therapeutics.

The Objective:

To identify a European-situated independent board director to replace the outgoing Audit Committee Chair, who could restore the majority of European directors required by SEC Foreign Private Issuer (FPI) status. The independent director needed to bring deep experience in finance and investment within the biotechnology sector, as well as leadership qualities gained in an international operating setting. The company’s potential loss of FPI status would result in greater compliance and reporting requirements, including Sarbanes Oxley (SOX). The Audit Chair must provide oversight of this.

The company’s underlying issues in terms of its listing and ongoing capital requirements meant that a candidate with experience, pragmatism and a willingness to accept the inherent risks needed to be appointed.

The Search Approach:

• Worked with the CEO, CFO and Chairman of the board to develop a clear profile deemed relevant to the requirements of the company. Particular attention was paid to the messaging related to the departure of the current Audit Chair and the challenges the company was facing in the public markets and related to the FPI status.
• Developed a search strategy targeting European candidates. This was accompanied by a fully developed brief, inc. profile description.
• Identified in excess of eighty potential candidates to target for the search and connected with over sixty to develop a pipeline of potential candidates. The company’s challenges meant the negative public narrative developing in public markets was misaligned with many of the positive convictions held internally. This meant a higher-than-normal outreach effort was required.
• Conducted extensive discussions with interested parties to cultivate candidate interest and to qualify against the requirement.
• Employing the competency framework Liftstream has developed for board directors, undertook a rigorous assessment of the candidates.
• Communicated with the CEO and Chairman during the assessment process to introduce candidates at the earliest possible juncture.
• Selected candidates were interviewed by the CEO, CFO, Chairman, Vice Chairman and other select board members, including members of the Audit Committee.
• Delivered the five exceptional short-list candidates (2 women and 3 men) in five weeks. The project was completed in two months.