The Mozilla Corporation is welcoming a new board member. I’ll introduce her in a moment. First I’ll describe the role of a board member, and what we looked for.
Role
The board of directors is generally responsible for the conduct and the management of affairs of a company. More specifically, they have fiduciary and ethical responsibility and accountability for what a company does. There are many opinions about specifically what these means as a couple of Wikipedia entries make clear. The main point for this discussion is that a Board is really not like the operational groups. To use more traditional terms, the Board is not like the “management team.” The Board asserts authority in the areas of governance and accountability; it provides assistance, guidance and support in strategic decisions and tactical activities. There’s no one better equipped to understand our world than the people building it every day. We look to the Board to support and improve those efforts, rather than try to micro-manage those efforts.
As in all roles related to Mozilla, we’re looking for individuals who are fundamentally excited about the Mozilla mission and what makes us different, and are highly attuned to MoCo’s role as part of a much larger community. For a board member we’re also looking for someone who can execute the fiduciary and accountability responsibilities required of a board, and is likely to work well with the existing members of the board and the people with whom the board works most closely. We’re also looking for people who understand the consumer and developer Internet world where MoCo lives, and can help MoCo perform better against our mission within this world. Operational experience in running an organization the size or scope of MoCo is very helpful. Experience in working with other organizations and companies in the consumer Internet is also a plus.
All Mozilla directors — those of MoCo, those of the Mozilla Foundation, and those of Mozilla Messaging — are volunteers. There is no compensation for being a board member. This is true of many non-profits but a difference from board membership in many private and public companies.
History
When the Mozilla Corporation was created we had three board members. Chris Blizzard left the Mozilla Foundation board and joined the Mozilla Corporation. At the time Chris worked at Red Hat. I remained on the Foundation board and also joined the MoCo board. I was (and still am) the only person to be part of both boards. Reid Hoffman joined the MoCo board to bring his insight into the consumer Internet space to moving the Mozilla mission forward. That gave us a board of three, two of whom were “outside” directors. “Outside” here means not part of the management team and employed by MoCo. When John Lilly became COO (“Chief Operating Officer”) in late 2006 he joined the Board as well, and we had a board of four.
Last fall Chris Blizzard changed jobs, moved to the Mozilla Corporation as an employee and resigned from the Board. (We’ve been extremely lucky to have Chris’ contributions in many roles over the years.) We began a search for at least one and perhaps two additional outside directors. We talked to people who have solid experience with what a board does and how good boards interact with the people making things happen on a day to day basis. This is normally called the “management team” or the “executive team.” At Mozilla we don’t use those terms as much, but the concept is the same: a good Board is not trying to manage the operations of the organization, it is providing support and guidance and governance to the group that is. In our case, that’s the Steering Committee.
Legally, Mozilla Corporation board members are responsible to the Mozilla Foundation as the sole shareholder. The Mozilla Foundation Board of Directors is the group responsible for electing board members. We talked to a bunch of people; always looking for people with a good sense for the Internet and a fundamental understanding that MoCo is a mission-driven organization dedicated to building the Mozilla vision. This is key — MoCo must provide consumer offerings that excel — that’s the way we move our mission forward. And yet we do it for a public benefit mission; not for the reasons companies usually create software.
Eventually a few people appeared whom had great expertise and we thought might fit well. John and I asked them to talk with a bunch of Mozilla folks. From there the person with the best fit spent time with the Mozilla Foundation directors. We did some due diligence, talking with people who’ve worked with her before. When everything lined up, the Mozilla Foundation board of directors formally took action to elect a new board member to the MoCo board of directors.