When Florida engineering firm PBSJ Corp. added the first outsiders to its board of directors in 2005, forced to do so by new Sarbanes-Oxley regulations for employee-owned firms with a certain amount of shareholders, the unease was palpable.
"It was a culture change for the firm, and it took a while for the board and employees to accept non-employees being involved in its governance," says William D. Pruitt, a retired CPA who was named to head the PBSJ board's audit committee. "The independents more represented the shareholders, rather than the management team, and there was a shift of power to the board." It would take a crisis for insiders to appreciate the independents' value.