My contribution to a board
A board overseeing physical infrastructure increasingly depends on systems that few of its directors have seen. Plant control networks, telemetry and field sensors decide what management knows about the condition of its assets, and they carry cyber risk that rarely appears clearly in board papers. I can help directors ask three distinct questions about any significant technology matter: is the system supportable and secure, is its data reliable enough for the decision being made, and does the way its cost is treated distort the choice? I have worked on all three from four positions: integrator, public-utility client, consultant and operating executive. That gives me a practical sense of where management reports are most likely to be optimistic. I have not yet served as a director, so I would join a committee rather than lead one, and I would rely on the chair and fellow directors to show me how collective judgement differs from the executive recommendations I am used to making. Treatment, safety and legal conclusions would remain with the people qualified to reach them.
Judgement in practice
01Asking what an acquisition's integration timetable depends on
Our acquisition filing assumed central monitoring within three months, and the staffing case depended on it. Nobody had seen the plant's control system before the price was agreed. A board reviewing an acquisition can ask a simple question: what has to be true about the acquired systems for the operating plan to hold, and who has checked it? I would ask that question before approval, not after closing. I would also want to see the cost of a delay presented as a range rather than discovered later. That is not a request for directors to inspect control networks. It is a request that management state which assumptions are verified and which are hopes, so that the board approves a plan it understands.
02Asking who verified a performance figure before relying on it
The leakage result came from a vendor's model fed by meters nobody had tested. It was presented with the confidence of a measurement, and it would have supported a US$14 million request. Boards see many such figures: energy savings, availability rates, reductions in losses. I would ask how each figure was produced, whether an independent check exists and what decision depends on it. When a field test and a dashboard disagree, I would expect the paper to say so. I would also be careful not to treat a corrected figure as a failure by the team that produced the original. A six-point improvement verified in the field is more useful to a board than a seventeen-point improvement that a regulator may later question.
My first year on a board
Before my first meeting I would ask the chair which two or three issues the board finds hardest to oversee, and I would read the last year's committee papers with those in mind. I would want to visit at least one operating site with the relevant manager, to see how the business's most important systems are run rather than how they are described. In the first two quarters I would listen more than I spoke, and I would keep notes on where my questions came from executive habit rather than a director's responsibility. I would ask management how cyber and operational-technology risk currently reaches the board, and whether the format helps directors decide anything. By the end of the year I would ask the chair for direct feedback on whether my contribution was useful and where I was drifting into management. I would expect to change some of my assumptions about how a board works.
Conflicts and their management
The main risk is commercial. As CTO I buy from control-system vendors, integrators, analytics providers and software companies, and I would not join the board of any of them while I hold this role. Halverick also competes with other utilities and private buyers to acquire municipal systems, so a seat at a competing acquirer in our region would be unsuitable. Our majority owner invests in other infrastructure businesses, and any company in its portfolio would need careful review. I would list these relationships for the nominating committee and our own general counsel at the outset. If a conflict arose during a term, I would disclose it and leave the discussion. If recusal became frequent, I would resign rather than offer a board a director who regularly cannot take part. The twenty-two-day commitment would also be tested against Halverick's rate-case calendar, which can claim weeks at short notice.
My independence statement
My employer, its owners and the vendors I buy from would all need to be checked against any company that invites me to its board. I would set those relationships out in full and let that company and its counsel decide whether I meet the relevant independence standard. I would not describe myself as independent until that review was finished.
Capacity and preferences
- Time available
- 22 days per year
- Current directorships
- 0
- Sectors
- Water and wastewater utilities · Regulated infrastructure with plant control systems · Infrastructure and municipal-services contractors
- Company type
- Investor-owned or privately held regulated utility, or a listed or sponsor-backed infrastructure-services company
- Company stage
- Integrating acquisitions, replacing ageing control systems or adapting technology investment to rate regulation
The seat I am pursuing
I am pursuing a first independent seat at a company whose plant or field technology is material to its safety, service or financial results, and whose board wants that risk examined by someone who has run such systems. A regulated water or wastewater utility is the closest match, followed by energy distribution, transit operations and infrastructure-services contractors. I would join an audit and risk or technology committee and would not expect to chair a committee during my first term. I am not seeking an advisory role disguised as a directorship, or a seat that would require me to stop asking management awkward questions. Company size matters less than a chair who can explain why the board needs this perspective now, and who will tell me candidly after a year whether it has helped. For a listed company, the applicable listing standards and the company's own independence assessment would decide my eligibility, and I would accept that review without assuming the outcome.
Committee contribution
Chair and member readiness| Capacity | Committees |
|---|
| Ready to join | Audit and risk · Technology and cyber risk · Operations and safety |
|---|
Governance learning and readiness
IICA Independent Directors’ Databank: Not yet registered
The IICA Independent Directors' Databank is an Indian requirement and does not apply to the US appointments I am considering, so I have not registered. Should an Indian appointment arise, I would seek advice on that process before going further.
- Completed a 2025 programme for executives preparing for first board seats, covering audit committee practice and oversight of cyber risk.
- Studying the general independence and committee expectations in NYSE and Nasdaq listing standards, and directors' fiduciary duties under state corporate law.
Board and committee exposure
Presented to the Board or a committee
Halverick Water Company
Audit and risk committee; full board for the annual capital plan
March 2019–present
Presents the quarterly cyber and operational-technology risk report and the technology portion of the capital plan; attends by invitation and is not a director.
Reported to a committee
Ellisbrae Regional Sewer District
Trustees' operations committee
May 2007–August 2013
Reported twice a year on the telemetry replacement programme and instrument reliability to the trustees' operations committee.