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Ropes & Gray attorneys provide timely analysis on legal developments, court decisions and changes in legislation and regulations.
Sarah Davis: Hello, and thank you for tuning in to the latest installment of the Ropes & Gray alumni podcast. I’m Sarah Davis, M&A counsel in our private capital transactions group. Today, I’m excited to be joined by two Ropes & Gray alums, Rob Shapiro and Jenn Borggaard. In this episode, we’ll take a bit of a departure from our usual format and spotlight something many of our former and current attorneys engage in outside their day jobs—serving on the board of a nonprofit.
By way of introduction, Jenn started her career as an associate at Ropes in our investment management practice and went on to a successful career as a financial services executive with experience guiding asset management companies across the globe, including as a senior vice president at Affiliated Managers Group (AMG), a financial services firm on the North Shore. She is currently a co-founder and a partner of AlderBrook Advisors, providing strategic advice to CEOs and boards on leadership in times of transition. She sits on a number of both corporate and nonprofit boards and is the new chair of the acclaimed Peabody Essex Museum, otherwise known as PEM, in Salem, Massachusetts, the oldest continuously operating museum in the U.S.
Rob retired from Ropes five years ago after a distinguished career spanning four decades where he was a partner in the firm’s private client practice and CEO of Ropes Wealth Advisors. Rob has sat on various nonprofit boards since his early associate days and is currently on the advisory boards of the Harvard Radcliffe Institute, the Harvard Art Museums, and chair of the Handel and Haydn Society. Rob also served as president of the Peabody Essex Museum board for several years and recently became a trustee emeritus as Jenn took on the leadership role as board chair.
Rob, Jenn, great to have you here today.
Robert Shapiro: Wonderful to be joining you.
Jennifer Borggaard: Yes, thanks for having us.
Sarah Davis: Both of you are serving on multiple nonprofit boards. Could you talk a little bit about the decision to pursue these opportunities and how you chose the organizations to join?
Robert Shapiro: In my very first year as an associate, a friend of mine who had recently become head of an elementary/middle school in Marblehead, MA, where I had grown up and where I had gone to school, asked me to join the board because we had talked about educational interest together. Before I went to law school, I had been a high school English teacher and I knew that I wanted to continue my involvement in the world of education. The opportunity to join the Tower School Board in Marblehead, which had not occurred to me beforehand, suddenly seemed like a great idea. Luckily, even though I was a first-year associate, the then head of the department thought it was a good idea as well, so away we went.
Sarah Davis: That’s amazing that you were able to do that from your early days at Ropes. Jenn, what about you?
Jennifer Borggaard: A college friend of mine was supporting a very young, important organization called My Life My Choice, which is an organization that I still sit on the board of, and I was chair of for a number of years. It is an organization that’s focused on commercial sexual exploitation of girls. It was an organization that was close to her heart, and it was actually building its first board. So, that’s how I got involved in my first nonprofit board, and that was actually after I left Ropes & Gray. Similar to Rob, the next one I joined was also an elementary and middle private school that my children were at and in which I had studied as well. I joined the board of Shore Country Day School after that and eventually became chair there as well.
Robert Shapiro: I think it’s interesting that in both cases, it was from a friend/acquaintance and a shared interest that had developed outside of and before law school and/or law practice. The personal connection of sharing a substantive interest is what led to a deeper involvement in the organization.
Sarah Davis: Maybe you could talk a little bit about the Peabody Essex Museum and how you got involved to begin with and eventually became chair of the organization for both of you.
Jennifer Borggaard: I think Rob and I have a similar origin story with PEM. I grew up on the North Shore as well, and my parents were interested in maritime particularly, which is a specialized part of the museum, so I had been an attendee of the museum since a young age. When I was working at AMG, the CEO of AMG became involved on the board, was very active, and became chair as well. I would say he recruited me back there, to a place I was already fond of, by sitting on the corporate committee for a number of years before I joined the board.
Robert Shapiro: I had mentioned that I was interested initially in following my early career in teaching and education. I had been and have always been involved in educational institutions at the, as it turns out, elementary, secondary, college, university, and post-graduate levels. The museum world—the arts world more generally—was not particularly on my radar screen for direct involvement, except that, like Jenn, I had gone to what was then the two museums, the Peabody Museum of Salem on one side of the street and the Essex Institute on the other side of the street, which is part of this whole tale. There were two museums founded within a couple of decades of each other back in the late 1700s/early 1800s that had actually talked about doing more together for about 125 years. But I had gone as a child as well. My mom had been a volunteer guide in one of the historic houses and was very interested in architecture, furniture, American decorative art—complementary to the maritime, but, as it turns out, at PEM, separate and wonderful collections.
I think there is a statistic that, as a parent, if you take children to museums, the symphony, other music, anything in the arts, ballet, drama, there’s at least a fourfold greater chance that they will continue to be involved as adults either as members and regular visitors, but also as possible board members. I remember going as a little kid to the historic houses and to the collections. The trigger was someone, in this case another lawyer in town at a smaller firm, was very involved in nonprofit organizations and boards and specifically at the Essex Institute, which is now folded into the Peabody Essex Museum. He called me I think three or four years into my time at Ropes and said, “It’s time you joined the Essex Institute board.” Then, you start to meet people who share the same interest. I think this is where it gets into the delight of it as well as the responsibility of it. Everybody is there for a reason. No one’s getting paid obviously, so it has to be, by definition, a labor of love. It can take a lot of time, but it begins with these innate interests and then personal connections. In our cases, both parental and mentor types.
Sarah Davis: As a mother of a four- and seven-year-old on the North Shore, I am very much appreciative of having the Peabody Essex Museum close by. It is an amazing place—not just for adults, but there are a lot of exhibits and programs for children. Being a Ropes & Gray attorney and certainly after Ropes & Gray, you’ve both had demanding jobs. I think one thing our listeners will be very interested in is how you’ve managed to find the time to devote to these positions.
Robert Shapiro: I hadn’t thought about it this way at the time, but there was a degree of flexibility in what I was doing with estate planning, estate settlement, and eventually, wealth management advising—just general family advising—where I would meet generally with an individual or a couple, and all of our schedules could be extremely flexible. Once I got involved with the boards—as I mentioned earlier, the department heads successively were very supportive—I was able to work committee meetings, board meetings, or events around my schedule with my clients. It turned out to be just as easy to return a client’s phone call at 6:00 or 7:00 at night if I was out in the afternoon or the other way around, and that helped me a lot. Net-net, you still have to do the work and you have to figure out a treaty by which you can deal with your professional colleagues and your responsibilities, but there is surprisingly a large number of ways to do that if you really want to do the board work. It’s important that it’s a value in the firm here, that there’s been this sort of community service, which I think both of us agree, is an activity that serves the suburbs where you live, cultural communities, and educational communities in very important ways, so there’s a lot of give.
Jennifer Borggaard: It’s interesting to think about my service pre- and post-COVID. Pre-COVID, when you actually had to be in person for all meetings, I was fortunate that the nonprofits I was closest to were close by. Post-COVID, that is less of an issue because there’s more Zoom ability for many of these organizations. I think anyone can squeeze an hour into their workday if it’s on Zoom. The other thing I would say is that people who sit on nonprofit boards all have really big jobs—there’s a reason they’re selected to be on these boards. They all have complicated schedules, and given that we’re all volunteers, typically the nonprofit organization is very sensitive to that and makes an effort to make the meetings happen at times and places that work for people with big jobs. So, I think it is eminently doable—you just can’t take on too many certainly at a time. Make sure that your time commitment to any given organization is balanced with the amount of time you have for it.
Sarah Davis: I think that makes the whole enterprise seem less intimidating. Rob, you’ve mentioned that you found that service on the board actually informed your legal career. Maybe you can talk a little bit about that.
Robert Shapiro: I was doing, from the get-go, work in estate planning, wills, trusts, and as part of that, inevitably, advising clients on their charitable interests, how they might be donors, and how they might get involved in institutions—it’s not necessarily on boards, but on committees, on donor groups, or being able to go to special events if they were able to devote more of their attention to the institution. So, in what I was doing professionally, that led me to be already talking with clients about their nonprofit interests, which obviously spanned the entire gamut. Much of our economy and our community values depend on these civic associations, going back to the time when PEM was founded. I’ve been rereading a biography of Tocqueville, Democracy in America, and he remarked on the prevalence of voluntary associations in communities—town before state before nation—that was a driving impetus of the young American republic. All of these things dovetail to allow and encourage people in communities today to care about nonprofits. My charitable work and charitable advising in the practice then coordinated with what I was then asked on the other side of things occasionally to do when I was on the board, so that part was and remains quite relevant and quite helpful. You’ve just got to remember when you’re wearing a lawyer hat, when you’re wearing a board hat, and not to confuse them.
Sarah Davis: Rob, it does sound like it fit particularly well with your practice area. Jenn, you have now become an executive on the business side and maybe that has informed a little bit how your experience of being on a board has affected your professional career.
Jennifer Borggaard: In my professional career, I also sat on a lot of corporate boards, however, I wasn’t always in a leadership role. At Shore Country Day, for example, I had already been on the board for a while, and I had felt like I was doing good work. Taking on a chair role is a big undertaking, and I was in a big job at the same time. How am I going to balance these two things? I found it to be an opportunity to take on leadership in a governance context that I hadn’t yet taken on from a corporate governance perspective. I was working at AMG, and AMG is a company that owns a lot of other businesses, so I sat on the boards of those asset management firms. I now sit on a number of corporate boards as well—not in my AMG role, but independently. I think the corporate governance that I’ve learned and been a part of at nonprofit boards really has helped inform the work I do on corporate boards.
Robert Shapiro: I think there’s at least an invitation to widen your personal horizons in linking activities that actually turn out to be quite helpful in shaping each other, even though you wouldn’t maybe logically at the start connect them. Once you get into the actual living of them, being at least open enough to see relationships between one type of board and another, one business practice and another, or professional practice, there’s a surprising amount that resonates. It’s not a direct, instructional path, but it’s a very strong associative path to developing broader people skills. A degree in psychotherapy would be helpful on the side.
Sarah Davis: I’m sure that being an attorney on these boards sometimes might color the way that other people on the board think of you and your role. I’m on the board of my local library and there’s always a point at which you’re talking about an issue, and they turn to you and say, “You’re a lawyer,” even though often the question has nothing to do with your practice. Do you feel like maybe you’re treated a little bit differently from other board members?
Jennifer Borggaard: I think it’s different on corporate boards versus nonprofit boards. On nonprofit boards, they’re often, as you suggest on your library board, very happy to have someone with a law hat on around the table and often are looking for free legal advice. There’s certainly an incentive on the part of the organizations to have at least one or two lawyers around the table. I think as long as you have good colleagues around the table who understand that an M&A lawyer can’t advise on sexual discrimination in the workplace, you should be fine. I do think the legal hat you have on, even if you are an M&A lawyer, you think like a lawyer, and you can help them manage through whatever particular authority issue it is—risk or otherwise—until you get past your area of comfort, and then you hire the outside counsel. I think on corporate boards, it’s slightly different—they have a little bit of an apprehension of getting lawyers on those boards because they worry that lawyers are too risk-averse or too risk-focused. And so, as you think through if that’s something that you’re interested in, making sure you know how to frame yourself as a solutions-oriented, innovative, and entrepreneurial person as opposed to just someone who’s trying to avoid risk.
Robert Shapiro: On the nonprofit side, I think the scale of the organization whose board you’re on also is a big factor. There are many, obviously, nonprofits, and some of them are really small and can’t afford regular legal advice. Then, the temptation is always to say, “Couldn’t you just advise us on this, so that we don’t have to pay?” It’s an important skill to develop to say, “No. My advice to you is you need advice. You need a lawyer, and we’re going to have to fit it into the budget. Hopefully, we won’t use it very often, that line item, but it needs to be there.” For larger nonprofits, which probably have regular people at least on call, I think it is helpful to just have someone with legal instincts on the board just to say, “Here’s an area where we need to be careful,” or, “These are the kind of questions that might come up that we don’t want to have to refer to the lawyer, so let’s try to head it off at the pass before this becomes a big deal.”
Sarah Davis: Is there any advice you might have for people looking to join boards? In particular, anything that surprised you once you joined the board that you think people should be aware of?
Robert Shapiro: Both for personal fulfillment and complementary to one’s legal practice, follow your nose, and get involved in the things you want to be involved in. It doesn’t have to be an initial commitment or a plan to say, “I want to be on that board,” because there are a lot of graduated steps before you get to a board usually. You can join an advisory group, or in the case of a museum, a particular area of collecting. If it’s music, if it’s social service, or it’s the local Y, there are always subgroups that are very helpful without taking on the fiduciary role. I would say that’s a terrific on-ramp—and then, let it be organic. The more you deal with people, the more you’ll understand the people, and whether you’re doing transactions, wills and trusts, or anything else, the insights you get on human interactions in the nonprofit area will resonate with your professional practice.
Jennifer Borggaard: Yes, I totally agree. Even though I was the one originally who said don’t take on too much, I would say one piece of advice is say “yes” if it feels the mission is something you believe in. I think what will happen to most folks in this realm here is you will get invitations through friends, colleagues, former classmates to get involved in organizations perhaps that they’re involved in, and if it’s something that you are passionate about, even if you don’t feel like you have enough time, which I can attest to, say “yes” to at least one of them. It’s so enriching to your life, your career, your family—it has been for me.
The thing I would say that might be surprising to people as you think about nonprofit service is the way the organizations look at their board members as they come to the organization—they’re looking for people with “time, talent, and treasure.” This is a volunteer opportunity—you’re not getting paid. In fact, in most cases, if you’re on the board, you’re expected to give generously to the organization you’re on the board of. Different organizations handle it differently. Some have an actual number, a minimum. Some of them actually say, “Make us a philanthropic priority.” Part of being on a nonprofit board is understanding that part of your role is philanthropy and helping to support the organization, but the other things, as we’ve been talking about—your talent as a lawyer, businessperson, or collector, for example, at the PEM—can be very valuable to the organization. Certainly, different board members balance more heavily into one or the other of “time, talent, and treasure,” but they’re all important for the organization as it uses its board to fulfill its mission.
Robert Shapiro: The key reason to join is one’s own interest, but the interest has to then connect to the organization through its stated reason for being, and that’s the mission. A good organization will always have a meaningful expression of how that organization wants to move the world a little bit one way or another and the people in it. Inevitably, if it’s a good board, there will be a more specific vision and a plan: “What are our strategic priorities? Here’s how the board can help with that.” There should be a bunch of ways in which people at the firm, if they want to get involved, can gauge how well they can identify what they’ll be connecting to, because you are going to spend time, you are going to be expected to be generous, and you’re going to hopefully add some wise insights for a purpose, and it always comes back to the mission and the vision.
Sarah Davis: Thank you for sharing that—I think that’s going to be really helpful to those who are considering joining boards.
A bit of a transition now. Jenn, you have taken over as chair of the museum, and obviously, you had a tenure at the organization and plenty of other board service before that. Since you’re taking the baton from Rob—Rob, what is one key piece of advice that you would pass along to Jenn about being chair?
Robert Shapiro: I would say it’s always a new day. This is actually very true of PEM in particular—there is a new strategic plan, which is really exciting. Thanks a lot to good governance and Jenn’s leadership, there’s a new cohort of trustees. If a museum’s been around for 225 years, we may think sometimes they’re the original members, but they aren’t—there has to be the continual turnover, and it’s really healthy to see a new group.
Sarah Davis: Jenn, what are you looking forward to most about your role as chair?
Jennifer Borggaard: I think it’s going to be really a fun adventure. It’s the first time we’ve had a female board chair and a female CEO, and so, a new time for the museum. I think our leadership together will be really strong—myself and Linda Hartigan, who’s our current CEO. She had been at the museum for many years as a curator and then head curator, so has deep experience with the museum. She and I have known each other for a long time, so I’m really looking forward to partnering with her. Not only are we adding new, younger faces to the board, she’s done a good job of doing the same thing in her leadership team, and so, I think it’s an exciting time. We’ve got a new strategic plan—we’re in the first year and a half of it—developing the museum of the future and really focusing on some of the challenges that all museums are going through post-COVID, but also looking forward to building a broader board and a broader audience.
Sarah Davis: It’s an amazing institution—I look forward to everything that’s to come. If you live in the Boston area and you have not been to the museum, I highly encourage you to check out some of the exhibits. There’s also a fabulous annual gala, which I have personally attended that’s really a lot of fun.
Let’s bring it back to Ropes—something we all have in common. What do you miss most about Ropes & Gray?
Robert Shapiro: I was always in a department that was, by the firm’s size, quite concentrated, and I had an opportunity to pretty much literally every day see all my colleagues. On a personal level, that was a boon, a pleasure, a bonus, and a delight. In addition, on a professional level and intellectual level, it was really a treasure to be able to stick your head in the door, the proverbial, “Do you have a minute?” and bounce ideas. As I go through other experiences, I realize it’s really that habit of mind, which hopefully starts at law school and then continues through, but definitely has to be nurtured at the firm, of really open mind: “What about this angle? Have you considered that?” It could be a tax issue, it could be a policy issue, it could be an interpersonal issue in the case of estate planning and family advising, but you pick up so much from others with that same cast of mind and disposition, and that’s a pretty rare thing and Ropes is really good at it.
Jennifer Borggaard: Yes, I would agree. That ability to poke your head in somebody’s office and ask them advice is something I miss about Ropes. I would also say the people, 100%. Last week, Ropes had a reunion for my class year and the class years that started around the time I did. It was a long time ago now, but it was terrific to be able to see those friends and colleagues that in some ways I feel like I grew up with. Unlike Rob, I wasn’t at Ropes as long, but I feel like we were young pups together growing up. It was really great to be able to reconnect with those people, and whenever I come back to Ropes, I feel the same way.
Sarah Davis: Yes, there’s a lot of bonding when you’re in the trenches together. Thank you so much, Rob and Jenn, for joining me today and sharing insights about board service. I really enjoyed our conversation—and from a Ropes & Gray perspective, it’s always a treat to reconnect with our alums. For all of our alumni out there, please visit our alumni website at alumni.ropesgray.com to stay up to date on alumni news and get the latest about the firm and our lawyers. For those listeners who may be interested in more of our podcasts, they’re available wherever you listen to podcasts. Thank you very much for tuning in.