Charles Sterling · Chief Operating Officer · United States

An operator's case for a first board seat

My contribution to a board

Most boards of operating companies see frontline work through a handful of figures: on-time performance, safety incidents, claims and labour cost. I can help them see what produces those figures. In my sector, a late bus is usually the end of a chain that began with a driver who left in October, a spare bus held for parts or a yard placed too far from its routes. I would ask management to show the chain, not only the outcome, and to explain the trade-offs in its operating plan in terms a director can test. I have presented to a family company's board for six years and reported to its safety and operations committee since 2017, but I have not served as a director. I would therefore join a safety, operations or human-capital committee before considering any chair role. I would bring evidence about workforce retention, preventable incidents and fleet replacement, while relying on fellow directors for the audit, legal and capital-markets judgement I do not have.

Judgement in practice

Separating the measure from its cause

When district deductions rose in 2021–22, the easy board response would have been to demand better on-time performance. The useful question was why routes were uncovered. As a director, I would press for that kind of causal account whenever a headline measure moves sharply. I would ask management which part of the operation produced the change, what remedies it considered and what each would cost. In our case the answer was a retention problem presenting as a dispatch problem, and the remedy cost money our finance team questioned. A board should be able to approve such a cost knowing what it is buying and how it will check the result. It should not approve it because an executive sounds confident, or refuse it because the near-term margin falls. My contribution would be to make the evidence and the review date explicit.

Accepting a smaller business when the map demands it

The decision not to rebid a district cost revenue, a lease payment and the goodwill of drivers who had served those families for years. It also corrected a bid I had supported. I learnt that a board deciding to shrink needs two things from management: a clear statement of the operating constraint and an honest account of who bears the cost of leaving. I would bring that discipline to another board weighing a contract exit, a site closure or a market withdrawal. I would ask whether the decision protects the core service, and whether customers and employees receive enough notice to adapt. I would also ask who championed the original commitment and whether that history is colouring the recommendation. A director should not let attachment to an earlier decision, including their own, stand in the way of a better one.

My first year on a board

My first months would go on learning how the company actually delivers its service. I would ask the chair for a structured induction that includes the previous year of board papers, meetings with the leaders of the largest operating units and at least two agreed site visits at the start of a working day, when strain is most visible. I would read safety and incident reports in full before forming a view about any summary measure. By the second quarter I would expect to know which three or four operating indicators the board relies on and whether they reveal causes or only results. I would raise gaps through the chair and the relevant committee, not through informal requests to managers I happen to meet. At the end of the year I would ask the chair for direct feedback, including whether my questions helped management or simply added work.

Conflicts and their management

My likeliest conflicts come from the narrowness of my industry. Brellmoor competes for district contracts with other school-bus contractors and bids against multi-state paratransit operators for county work. It buys buses, parts, fuel, insurance and telematics from a limited group of suppliers. I would not join the board of a competitor, a major supplier, or a transit authority or school district we serve. Before accepting any seat, I would give the prospective chair a list of our principal customers, suppliers and insurers and ask the company's counsel to compare it with their own relationships. If a matter later touched one of those relationships, I would declare it and leave the discussion. I would never carry pricing, bid or driver-pay information from one company to the other. If repeated exclusions meant I could not take part in the decisions that mattered most, I would step down rather than remain a partial director.

My independence statement

I have no financial, family or commercial tie to any company I would consider joining, and I would confirm that in writing for each opportunity. My employment at Brellmoor, together with its customers and suppliers, would be disclosed in full so that the board and its counsel can judge my independence for themselves.

Committee contribution

Chair and member readiness
Capacity	Committees
Ready to join	Safety and operational risk · Human capital and compensation

Capacity and preferences

Time available: 18 days per year
Current directorships: 0
Sectors: Passenger transportation · Field-service and distribution businesses with large frontline workforces · Community and specialised transit
Company type: Private, family-owned or private-equity-backed company with an established board
Company stage: Growing a frontline workforce or replacing a large vehicle fleet

The seat I am pursuing

I am seeking a first independent seat on the board of a private, family-owned or private-equity-backed company of meaningful scale, where operations depend on people and vehicles working far from headquarters. Passenger transportation fits best, followed by field services, distribution and community transit providers. I would want to join a committee overseeing safety, operations or human capital, under a chair willing to help a first-time director learn the role. I am not seeking a listed-company appointment at this stage. If one were offered later, I would take advice on the exchange independence standards and committee composition rules that would apply. Eighteen days a year is a realistic allowance beside my executive role, and I would confirm it with my chief executive before any conversation became serious.

Board and committee exposure

Presented to the Board or a committee

Brellmoor Transportation Company

Board of directors: quarterly operating, safety and fleet papers

July 2020–present

Presents the operating report and fleet replacement plan as chief operating officer; not a director.

Reported to a committee

Brellmoor Transportation Company

Safety and operations committee of the board

January 2017–present

Reports serious incidents, collision trends and camera-coaching results to a committee chaired by an independent director.

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 with it. Independence for a US listed company would be assessed under NYSE or Nasdaq listing standards; a private board applies its own criteria, which I would review with its counsel.

I have completed a governance course for first-time private-company directors covering fiduciary duties, committee practice and board evaluation.
I read our own safety and operations committee papers as a learning exercise, comparing my questions with those our independent directors actually ask.
I am studying, in general terms, how NYSE and Nasdaq independence standards differ from the criteria a private board sets for itself.