Matt Broad did not grow up with big aspirations about being a lawyer. A Southern California kid through and through, Broad — a great student in grade school and high school — imagined a comfortable life in the state he grew up in and loved, probably working as a marine biologist while he raised his family.
But soon into his first year of college at University of California, Santa Barbara, Broad found more academic success in economics than in math and science and switched his major. He also stayed busy competing for UC Santa Barbara initially in water polo and later in sailing.
While in college, Broad’s father died — an unexpected event that not only impacted Broad emotionally, but also changed the trajectory of his academic and life path. “I grew up very quickly and might have even skipped some steps, focusing on my employment prospects and paying back student loans,” he says.
Broad’s brother was in law school at the time, and Broad was intrigued at the thought of following in his brother’s footsteps. Broad’s father had always encouraged him to go into a profession like medicine or law, and Broad saw law school as an opportunity to improve his opportunities for employment. “My dream was never to become a lawyer,” he explained. “My real interest was in business.”
Broad attended University of California Hastings College of the Law and excelled. All the while, he stuck to his interest in business — going directly from law school to an entry level in-house position with Fortune 500 company Boise Cascade.
Since graduating in 1984, Broad has only ever worked in-house, climbing the corporate ladder to senior level positions. Today, he serves as the senior vice president, general counsel, corporate secretary and chief compliance officer at Darden Restaurants Inc., the parent company of high-profile restaurant brands such as Olive Garden, Longhorn Steakhouse and The Capital Grille.
You went in-house immediately after law school, which is unusual. How did that happen?
When I was in law school (before the internet), almost all interviews were on campus. So, we were somewhat dependent on employers finding us, which could feel random at times.
One day, during my third year of law school, I was sitting in a seminar and someone came in and said that Boise Cascade was interviewing down the hall and had some open interview slots due to cancellations. I grabbed one of the open slots and really connected with the interviewing attorney. They invited me back for a second interview in Boise — there was a blizzard at the time, so I didn’t stay long. They offered me the job, but in hindsight I really went in sight unseen, having left so quickly because of the blizzard. I ended up loving the community, the company and my co-workers. I was there for 21 years, and likely would have spent the rest of my life there if things hadn’t changed at the company.
What was your career like at Boise Cascade?
Boise was one of the original corporate conglomerates that at one time owned many disparate businesses; housing, construction, energy, a cruise line and a publishing company, to name a few. Its roots were in paper and wood products manufacturing. It also owned an office products company, which existed partly as a sales outlet for the office paper manufactured by sister companies. I was hired toward the end of a long period of divestiture and a return to the company’s roots.
My first GC at Boise was a real pioneer. He implemented a hands-on legal model for our attorneys, including in-house litigation. We also had a formal rotation program. In my first six years there, I had six different roles — on purpose. The attorneys would move through each legal team and be immersed in it until the next rotation. Rotation day was always difficult. You finally get to a point where you feel like you got this, and then you have to start all over.
How did the company change over time?
In 2004, the board decided to break the company up. The paper and forest products businesses would be spun off as a new privately owned company, and the $9 billion office products business would remain as the ongoing publicly traded company but would relocate to Chicago where there was a division headquarters. The company’s existing GC went with the spin-off and I was offered the public company GC position.
My family loved Idaho and thought we would never leave. But the opportunity was too good to pass up, so we moved to Chicago and I became the GC of that company, which was renamed OfficeMax.
How did you ultimately end up at Darden?
After years of industry consolidation and disruption driven largely by Amazon, in 2013 our board agreed to merge with Office Depot. The transaction was complex and required extensive regulatory review, but ultimately was completed at the end of 2013. Upon the closing of the merger, the Office Depot management team took over and I was out along with the rest of the OfficeMax leadership team.
My mentor and best friend, who was my second GC at Boise, told me at the time, “You will get a lot of phone calls. But you have no idea how much stress you went through with this whole merger. You should say ‘No’ to every offer for at least six months, and use that time to recharge and think about what you want to do next.’”
I took that advice, and eventually talked to eight or 10 companies about GC positions. There were some interesting opportunities, but when I interviewed with Darden, I knew immediately that I had found my next home. Darden is a $9.6 billion full service restaurant company made up of eight brands with Olive Garden being the largest and most well-known. Our restaurant operators are the best in the business, which makes my job both easier and more rewarding.
How has your role evolved since you started in 2015?
I was hired as senior vice president, general counsel, corporate secretary and chief compliance officer. Prior to my arrival, Darden had gone through significant changes. It had lost a proxy contest with an activist investor resulting in the turnover of the entire board of directors and most of the senior management team. In the beginning, I focused much of my time on ensuring our board administration processes and corporate governance practices were appropriate, and the new board was operating efficiently.
In my first 90 days I also evaluated the legal team. I inherited a strong team and made no significant changes in the first year. Since then, it has been an evolution and consistent raising of the bar in terms of what we do and how we do it.
Six months ago the CEO that hired me retired. Our new CEO is our prior CFO, so he is very familiar with the company and our processes, and the C-suite relationships can move forward intact. So, my role in the transition is to make it as seamless as possible.
What are some of your biggest priorities in your current role?
As an enterprise, we are focused more now than ever on talent development and succession planning. We are fine-tuning our thinking on the necessary skills and experience for people to move to the next level. We have a robust annual talent review process that results in real actions — those being job changes, promotions or formal education programs.
What do you love most about being an in-house lawyer?
In house lawyers have a direct connection to the business. We have end-to-end visibility from the origin of our work to the ultimate impact on the business. Our clients’ problems are our problems and their successes are our successes. It’s especially true in our business, which is customer facing and ubiquitous. On any day I can walk into one of our restaurants and see the impact of our work. We feel like we’re making a difference.
Please tell me about the mentors you’ve had growing up in your legal career.
John Holleran was my second GC at Boise. But before he was GC, he was my first supervisor. He really drilled into me how important it was to understand the business. Early on, he told me that every time I interacted with an internal client I should start by asking five questions about the business. John ingrained in me the importance of taking every opportunity to learn about the business, and above all, to show interest.
He demonstrated to me the need and ability to find the sweet spot for being an effective listener and sounding board.
John also taught me that once you reach the C-suite, there are very few easy decisions. All the easy ones are made by someone else. And, almost all the hard decisions are unpopular with someone. John helped me understand how to navigate that, and to ground my decisions in being consistent, ethical and transparent. Even if people don’t like your decisions, you still retain their respect — you’re still someone people want to follow.
Tell me about your life outside of work. What are some of your hobbies?
My wife and I have a blended family, with four adult children between us. They live coast-to-coast — Santa Barbara, Denver, New York City and Washington, D.C — so we spend a lot of time visiting our children.
My wife and I are both pretty active outdoor people. She’s a retired public school teacher, and now plays tennis and runs marathons. We travel to interesting places for her to race and me to watch. I have been enjoying outrigger canoe paddling. Most days I need to train early mornings before work, so it is often dark when I start. I know there are alligators out there but I’ve never seen one on our local lake.
What advice would you give a young lawyer who wants to be a GC someday?
There are a lot of different paths people take to land in this seat. There isn’t “one way” to do this. It’s important to be patient and not underestimate the importance that years of experience brings. The path in front of you might not be obvious. A willingness to take an indirect route to stretch and take a position that is uncomfortable proves you’re a lifelong learner and problem solver, which are important traits for being a GC.