Mike Warner has almost 50 years of uninterrupted service on Boards of Directors of companies, which at time of service totaled over $2 Billion in sales and $2 Billion in assets which today significantly exceed these totals. His experience as a board member and often founder includes processing, import, export, technology, regulatory policies, an award-winning software as a service company ranked in the top three nationally, the largest healthcare network of the region, and the direction of several charitable organizations from small to among the largest of the region.
In the lore of American agriculture, there are stories so unlikely they border on folklore. Mike Warner’s rise to his first board seat at age 24 is one of them.
It all started with The Red River Valley Cooperative, a startup beet sugar processing plant in Hillsboro, ND, which was hemorrhaging value. While most sugar factories extract over 90% of the sugar from beets, they were barely getting 60%. The rest was lost—literal sweetness sunk in ponds.
In the chaos that surrounded the co-op’s near collapse, 70% of the board of directors resigned. The farmers, caught between ruin and uncertainty, turned to someone they trusted. Warner was nominated by a peer who loathed another candidate. “I nominate Mike,” the man said, not out of endorsement, but opposition. Warner laughed. Then he was appointed, just like that. “Talk about a yellow dog candidate.”
With no formal experience, Warner was suddenly helping to steer a $35 million business into a merger with American Crystal Sugar—a move that would ultimately be worth hundreds of millions in today’s dollars. What followed was an education no business school could offer.
Baptism By Fire
That early board experience was rough-edged and raw. Warner and his peers faced everything from rotten beet inventory to infrastructure failures. When Jack Tanner, American Crystal’s CEO, proposed buying overpriced land adjacent to the plant, Warner balked—until he saw the bigger picture. “Sometimes you have to choose practicality over principle,” he said.
They were rebuilding a sinking ship in real-time. Warner and the board made rapid-fire decisions about equipment upgrades, capital expenditures, and governance policies they were still learning to write. Through it all, Warner gained an early and intimate understanding of what board service actually means.
“It is not about prestige. It is about responsibility,” Warner said.
The Farmer Lobbyist
By 28, Warner was president of the Red River Valley Sugarbeet Growers Association, which put him on the national board and into the halls of Congress. He transformed into a grassroots lobbyist, spending weeks each year in D.C., advocating for a commodity under attack by international dumping and domestic apathy.
“The world sugar market is fake,” Warner said. “It’s manipulated by governments and flooded with subsidized product. We weren’t asking for handouts. We just wanted a fair shot. It was my job to make sure we got that.”
With a pharmacy degree and a farmer’s grit, as National Legislative Chairman, Warner helped lead the charge to get sugar included in their first Farm Bill and two more after that. This provides the critical stability which maintains the entire U.S. sugar industry, even today. In the process, he helped build the largest PAC in production agriculture, eventually totaling over $1 million. Warner doesn’t romanticize lobbying. He tells it like it is.
“PAC money buys you a meeting, not a vote. But if you don’t have the meeting, you don’t get to tell your story,” he said.
His stories from Washington include cold strategy and warm-blooded humanity: farmers bunking in budget hotels, walking the halls of power in worn boots, shaking hands with senators whose campaigns they’d helped fund.
“One guy told us: ‘You’re the only group that walks in and says exactly what it wants—and leaves a folder to prove it.’ That’s the game,” Warner said. “That’s preparation.”
Boards Are Not Book Clubs
Warner’s book, “So…… You Want To Be on the Board of Directors…. Huh?”, was born from a realization: Too many people misunderstand what boards actually do. Worse, many don’t understand what they should want to do.
“If you think your job is to read the profit and loss statement and show up to quarterly meetings, stay home,” he said. “That’s 10% of the job.”
The book outlines six foundational responsibilities for any board:
- Hire – Hire top management.
- Develop – Work with management to develop a business plan for the company.
- Capitalize – Provide the capital to fund the business plan.
- Measure – Develop the means of measuring success.
- Incentivize – Provide effective incentives for top management to execute a successful business plan.
- Govern – Establish key company policies required by the legal fiduciary responsibilities or that are key elements in a successful business plan.
It also offers a section giving advice for three specific board of director activities:
- Who – Who belongs on the board of directors?
- Compensate – How do you compensate members of the board of directors?
- Govern – Governing the board of directors.
Each of those nine categories gives advice on:
- What You Must Do.
- What You Should Do.
- What You Could Do.
- What To Watch Out For.
Opex Vs. Icv Divide
A central theme in Warner’s book is the tension between two types of board philosophies: Operational Excellence (OpEx) and Increasing Company Value (ICV).
“In mature industries,” Warner said, “OpEx matters. Your edge is doing it better, cheaper, faster. But in tech and emerging markets, you might not make money for years. You’re chasing valuation through growth. If you earn $10 million more in revenue, your company might be worth $70 million more overnight.”
Whatever the case, boards must understand the business they govern. Misaligned philosophies can sink a company faster than bad products.
But Warner goes further. He warns against “marquee board members”—the kind of name-brand executives who look good on investor decks but add little insight. “Sometimes management just has to suffer them because they bring in capital,” Warner said.
Warner also doesn’t shy away from the complexities of board compensation. He’s seen both ends of the spectrum—from unpaid cooperative boards to public company directors earning hundreds of thousands per year.
“The money’s not the issue,” Warner said. “The question is, does the compensation reflect the risk, the responsibility, and the work?”
He strongly cautions against having personal friendships with upper-level management.
“Because one day, you might need to be the person who says, ‘you are wrong or even terminated.’ Done by a friend, it is betrayal. Done by an arms-length board member, it is simply your job. Worse, you might not do it when it must be done.”
What Makes A Great Board Chair?
Warner holds a deep respect for the role of a board chair— the person tasked with keeping balance in the room.
“It’s not about having the best ideas. It’s about listening to everyone else’s. Great chairs are part conductor, part referee, and part therapist. They steer the conversation without dominating it. They hold people accountable without embarrassing them. They protect the agenda—and the mission.” -Mike Warner
That clarity—uncompromised by loyalty or social pressure—is what he calls fiduciary backbone.
“It’s easy to praise the CEO when things are going well. But when things go south? If you’re too close, your judgment clouds,” Warner said. “That’s when companies get into real trouble.”
His stance may sound cold, but it’s grounded in a deep respect for leadership done right. According to him, boards, he says, should be professional—not personal.
Despite all of his due diligence and precautions taken, not all of the ventures Warner was involved with thrived. There was a wheat-based bread business he helped build that launched just as the Atkins diet exploded.
“Suddenly overnight carbohydrates were poison and we struggled and failed.” he said. But he wears the scar with pride. “If you’re honest about risk, people trust you more. I always told investors in person and from the podium, ‘Don’t put in more than you’re willing to lose.’”
Going through hard times like this allowed Warner to weather other storms—like when the market crashed during his tenure on a medical foundation board. Some members panicked. Warner stayed calm. “I told them a zebra that leaves the herd to find more hay gets eaten by lions,” he said. “You may get less food with the group, but you survive.”
The Final Boardroom
Today, Warner remains active but reflective. His book is not a victory lap. It’s a roadmap. A record. A warning.
He writes for his grandchildren as much as his peers. For the next generation of leaders who think board service is status. For the idealists and the cynics. For anyone bold enough to sit at the table and do the work.
“You’re not there to be liked. You’re there to lead,” Warner said.
“So……You Want To Be on the Board of Directors…. Huh?” is both a memoir and a masterclass. And like its author, it pulls no punches. Pick it up, because we need the great board members of tomorrow!
Purchase Your Copy Today!
“So…… You Want To Be on the Board of Directors…. Huh?” is available now on Amazon.
