My contribution to a board
I would bring a board the habits of someone whose job is to tell it which capital decisions to refuse. For five years I have written the papers that ask Tallisford's directors to approve acquisitions, divestitures and plants, and I know what such papers tend to leave out: the volume at which the investment fails, the people inside the company who disagree, and what the money could have done instead. As a director I would ask for those three things in every significant proposal, and I would know where to look when they were missing.
My experience is concentrated in capital-intensive manufacturing with powerful customers and cyclical demand: vehicle supply, heavy trucks and off-highway equipment. I have bought businesses as a corporate acquirer and as a private-equity operator, integrated them, sold one, and argued for and against plant moves across the US–Mexico border. That suits boards facing portfolio questions, whether a spin-off, a large acquisition, a legacy business or a footprint under pressure from trade policy.
I should be clear about what I would not bring. I am not an accountant, and I would not present myself as an audit committee's financial expert, although I read financial statements fluently and have worked through carve-out accounts, purchase-price allocations and impairment tests with our finance team. I have no direct experience of consumer markets or of regulated utilities.
The NYSE's listing standards, for example, require a majority of independent directors and audit, compensation and nominating committees made up entirely of independent directors, and they leave it to the board to determine affirmatively that a director has no material relationship with the company. I would expect that determination to rest on full disclosure from me. I would serve on whichever of the finance, compensation or nominating and governance committees the board found useful, and would hope, after a year, to chair a finance or strategy committee if the board has one.
Judgement in practice
01Asking for a look-back on my own acquisition
Two years after Quenmore closed, I asked our Finance Committee to review the deal against the case I had made for it, with my original paper beside the actual results. Several colleagues thought it unwise to volunteer a review of my own recommendation in the middle of a truck downturn. The review showed revenue 9 per cent below my mid-cycle case, integration savings slightly ahead, and an aluminium pass-through lag I had not foreseen. The committee then adopted the practice for every transaction above US$50 million, at 24 and 48 months. One later review led us to stop funding an Quenmore product line we had planned to expand. As a director I would ask any company to run the same discipline, and I would expect my own recommendations to be examined first.
02Advising the board not to bid for a battery-chiller maker
In 2023 a founder-owned German maker of battery chillers came up for sale, and our chief executive wanted to bid. The technology was good and would have strengthened our battery-thermal range. I recommended that we stand aside: we were integrating Quenmore, preparing the sale of Engine Cooling and building Tennessee, and I did not believe our integration office could absorb a fourth large project or a first European plant. I set out the strategic case for the deal as fully as the case against. The board agreed with me. A competitor bought the business, and its chillers now compete with ours on two programmes. I still think we were right. On any board I would test acquisition proposals against the same question: who will run the integration, and what will they stop doing to make room for it?
03Closing a training centre as a non-profit director
Since 2019 I have served on the board of the Corriden Manufacturing Skills Alliance, a non-profit that trains machinists and maintenance technicians for employers in south-east Michigan. By 2023 enrolment at its older training centre had fallen by 40 per cent in three years, and the building needed US$2.3 million of repairs. Two long-serving directors wanted to fund the repairs from reserves. I proposed closing the centre and moving training into employers' plants, paying them for floor time and equipment. The vote was close, and the founders' disappointment was real. Within two years the Alliance trained 30 per cent more people at a lower cost per trainee, although it lost one employer partner that had relied on the old centre. On a company board I would bring the same habit: respect an institution's history, and count what it is actually producing.
My first year on a board
In my first three months I would read the last three years of board and committee papers, the strategic plan and the history of major capital decisions, comparing what each large investment was expected to earn with what it has earned. I would visit the largest plants and at least one important customer, and ask to meet the external auditor, the head of internal audit and the business-unit leaders without the chief executive present, as good board practice allows.
For the rest of the year I would serve as a committee member and learn the company's rhythm before offering firm views on strategy. I would want to understand which decisions the board genuinely takes and which it ratifies, how management describes risk, and whether the company's past forecasts have tended to be optimistic or cautious. At the end of the year I would ask the chair, and the lead independent director if there is one, for candid feedback, and use the board's evaluation to judge whether my questions had helped or merely lengthened the papers.
Conflicts and their management
My first obligation is to Tallisford, where I am a full-time executive. I would not join the board of any vehicle maker, heavy-truck or off-highway equipment maker, automotive or commercial-vehicle supplier, or any customer, supplier or competitor of Tallisford, and I would decline any company in which Corrander Capital Partners or Quenmore's former owners hold a material interest. Tallisford's policy requires the Nominating and Governance Committee of our board to approve any outside public-company seat for an executive officer, and I would seek that approval before accepting.
If a conflict arose after appointment, for example because the company began supplying Tallisford or bid for a business we were selling, I would disclose it at once, leave the relevant discussion and offer to resign if the relationship were likely to recur. I hold Tallisford shares and performance share units, and I would disclose them. Time is the other conflict. Our board calendar and an outside board's will overlap in results season, so I would fix dates a year ahead and keep 28 days genuinely free, including preparation and plant visits.
My independence statement
I am a full-time executive of Tallisford Thermal Systems and hold its shares and performance share units. I would accept a seat only where neither Tallisford nor I have a business, family or financial relationship of substance with the company, and I would disclose everything relevant before an appointment was considered. Whether I am independent under the applicable listing standards is for that company's board to decide on the facts I give it.
Board and committee exposure
Presented to the Board or a committee
Tallisford Thermal Systems, Inc.
Board of directors: annual strategy review, acquisitions, divestitures and capital plans
March 2021–present
Presents the strategic plan each year and every transaction paper; not a director of the company and holds no vote.
Presented to the Board or a committee
Tallisford Thermal Systems, Inc.
Finance Committee: capital allocation, transactions, financing and capital returns
March 2021–present
Presents at every meeting and proposed the post-transaction reviews the committee adopted in 2024; not a committee member.
Reported to a committee
Tallisford Thermal Systems, Inc.
Audit Committee: carve-out accounts for the Engine Cooling sale and integration controls at Quenmore
2022–2024
Reported on separation readiness, transitional services and the aluminium cost pass-through gap found at Quenmore.
Served as a director
Tallisford Thermal Canada Inc.
Board of the wholly owned Canadian subsidiary
June 2021–present
Director in an executive capacity, approving the subsidiary's accounts, plant investments and banking arrangements.
Served as a director
Corriden Manufacturing Skills Alliance
Board of directors and finance committee of a non-profit workforce training organisation
2019–present
Unpaid director; member of the finance committee since 2021.