Foremost-McKesson, Inc.
One Post Street
San Francisco, CA 94104

415 983 8378 J

Thomas E. Drohan ____ =
President and
Chief Executive Officer

May 1, 1981
» Ph.D. FOREMOST
bresident Phe McKESSON

The Rockefeller University

Dear Josh:

I have been giving your question regarding the advisability of

your accepting a corporate directorship a good deal of thought
since we talked on the phone. I think that it is an excellent

idea for a number of reasons. The assumption, of course, is

that you would select a prestigious company with no obvious
long-term potential conflicts of interest. What kind of corporation
to select is a subject all of its own, and I'd be delighted to be of
any help to you on that score. In the meanwhile, here's why I
think that it is a good idea for you to take a corporate directorship:

First of all, it has been my personal experience, and that of

my business friends who serve on outside boards, that the

experience has been of specific and at times quantifiable value

to our own Corporations. One is exposed to a spectrum of cross -

information on subjects like:

a) What's happening in the money markets.

b) What other corporations are doing with regard to the nitty -
gritty aspects of running an operation, like compensation
practices, relocation policies, retirement ‘practices, changes
in government auditing requirements, what to do about
employee defalcations, environmental regulations, and the like.

c) Prestigious boards are usually peopled with executives who
have individual contact networks throughout the business and
government worlds. Membership on such a board to some
extent at least provides access to those networks which can
often be of infinite value to one's own company. I've seen
many examples of this.

d) Peripheral discussions with fellow board members can often
Spark ideas of great value to one's own corporation.

/cont'd.
Dr. Lederberg
Page 2
5/1/81

An additional factor is that your presence on a corporate

board would be a good signal to send to the business community.
It tells them, in effect, that you are of a rare breed of
scientists who understand what is going on in the business
world, and that you have a very direct involvement in that
world.

These are just some of the ways in which I believe your
membership on a good board could help Rockefeller University.
Many of the subject areas are absolutely pertinent to Rockefeller
University and the kind of things its President needs to know.

There are, in addition, ways in which such a membership could

help you personally:

a) To the extent that all of the above reasoning is correct,
you can't help but benefit personally by the additional
knowledge.

b) While additional income is the last reason you would want
to take on an outside board membership, you should know
that the average director today is paid in the area of
$17,000 to $18,000 per year including committee assign -
ments. This, of course, is treated as regular compensation
and is subject to the 50% max tax.

On the other side of the question, there are some very obvious
contributions you could and would make to any corporate board,
Josh, and it appears to me that part of your selection process
should be an analysis of what those contributions are. The
more obvious the fit, the more you will gain for both Rockefeller
University and yourself from serving on an outside board.
Some boards (notably banks) are notoriously dull, rubber -
stamp affairs. Insurance company boards are highly technical
and the information, I think, difficult to learn and even harder
to apply. You'll want to take something where you'll be active,
and useful, and which you can enjoy.

I've got some other ideas to talk over with you, but will save
them until we meet.

Kind regards,

hn

Thomas E. Drohan
TED:eds