In the high-stakes world of boardrooms, where decisions can make or break billion-dollar enterprises, the effectiveness of a board often hinges on one pivotal role: the Chair. From Fortune 10 giants to pre-IPO upstarts, a Chair’s ability to lead isn’t just about sitting at the head of the table, it’s about orchestrating the talent around it.
The best Chairs harness the unique skills of each board member, fostering a dynamic mix of decision-making and debate that leads to the best possible outcomes. While some individuals are naturally gifted in leading leaders, the most impactful board Chairs often develop their approach through relentless dedication, agility, accessibility, courage, humility, and integrity.
What Makes a Chair Exceptional?
Insights gathered from The Russell S. Reynolds Jr. Chair of the Year Award process reveal the traits that board members admire most in their Chairs:
Over the past few decades, we have seen the best boards have a “leader among leaders” as their Chair as well as stable of other capable and respected Directors who have the universal support to assume the Chair position if the time comes. In the end, the secret ingredient to Chair effectiveness isn’t just about who they are; it’s about how they lead, inspire, and elevate those around them. We are here to help boards make sure they get it right.
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Brett Stephens is the CEO of RSR Partners and helps lead the firm’s Board & CEO Services.
RSR Partners is a boutique professional services firm headquartered in Greenwich, CT, that specializes in helping Boards and CEOs with their most critical recruiting, selection, and succession needs. The firm was founded in 1993 by industry icon and Chairman Emeritus, Russell S. Reynolds, Jr. Over the past 30 years, the firm has conducted thousands of projects for Boards and CEOs at public, private equity owned, and family-owned businesses across a range of industries including asset management, consumer markets and enterprises, financial services, healthcare, industrial, marketing and digital, and technology. To learn more about RSR Partners, click here.
In 2022, RSR Partners established the Russell S. Reynolds, Jr. Chair of the Year Award, which annually recognizes a Chair of a public company’s Board of Directors who successfully led the board through significant business or governance challenges. The award celebrates the legacy of one of the search industry’s greatest leaders and icons, Russ Reynolds, who has spent more than 50 years advising boards and CEOs on leadership.
Much has been written and debated about CEO succession. The pandemic has taught most companies that succession is a heavy-lifting exercise when it comes to business continuity. Boards are increasingly concluding that the full weight of succession planning rests squarely on their shoulders, which leads to the critical question that every board must answer: promote from within or search externally? Executive search and consulting firms, including ours, are often engaged to help boards resolve this complex situation, but the inclination to conduct a search may sometimes be premature. Having completed over 1000+ assignments for Boards and CEOs over the past two decades, we wanted to share a few observations when planning for the selection of your next CEO.
Internal or External?
There is no solution that applies to all situations. Given the extraordinary dynamics of today’s marketplace, one might argue that finding a CEO with the needed agility calls for assembling the broadest internal and external group of candidates possible. However, our conversations with many seasoned Nominating & Governance and board Chairs (“Chairs”), who are at the center of CEO succession, have shown that this is not necessarily the case.
The consensus seems to be that knowledge of the business, people, and its culture trump almost every other consideration, and thus an internal candidate is strongly preferred, especially when the business is on an upward trajectory. Many feel that deep knowledge and intimacy of the business can provide quicker impact with reduced risk of failure and that consideration of outside candidates for calibration should only be done as a very last resort, and when the CEO succession planning process has failed.
Many reasons exist to recruit or vet outsiders, such as the need for strategic or cultural changes, a requirement for specific expertise in dealing with unanticipated market challenges, activists, or a merger. These occurrences notwithstanding, most boards realize an outsider will take extensive time to assimilate and consolidate as needed. Even proven successful CEOs who have already demonstrated great learning skills still take time to settle in before they create an appreciably positive impact.
Therefore, while it may seem counterintuitive to our own business model, we encourage our clients to go through the process of deep self-reflection and succession planning regularly. This preparation may avoid the need to launch a rushed CEO search later. The process itself is very revealing for most organizations, and boards are recognizing that preparation is the key to optionality.
Engagement
CEO succession is a passionate and delicate topic. It involves changes and sometimes challenges that affect leaders who are considered to be the very best in commanding complex organizations. But for the boards who assume this monumental responsibility, it need not be a cause for angst. With a commitment to diligent planning, extensive engagement with candidates, a high level of candor in discussion, and an enlightened view of the opportunities and resources that present themselves to the company, succession planning can be a smooth journey, and even stimulating. When boards come to the point of treating succession as a non-episodic issue that deserves constant reflection and attention, the organization will find a more secure position for the exciting future ahead.
In the past, boards have overly relied on the perspective of management to develop, manage, and provide solutions for succession planning. With CEO tenure trending towards 5-year terms, boards need to own the responsibility and develop a perspective that is integrated but independent from management. One of the best ways to subdue unease around the topic is to make CEO succession planning a board priority and a regular topic of discussion. Most public company boards keep CEO succession as a standing agenda item but at private equity backed or family-owned companies, there is certainly room for improvement. By continual engagement on the topic on a formal level, and even under less formal conditions, boards can avoid being overwhelmed by the planning and enactment of succession plans. It is critical that Chairs start the conversation and be frank and open. Once they start the conversation, others on the board will engage.
It also helps to acknowledge and appreciate the sensitivities around CEO succession planning. Few changes in a company can affect such a breadth of internal and external constituents as a change in CEO. It is a critical event, shrouded often in unspeakable sensitivity. Framing the discussion as a neutral one can help directors open up. No CEO likes thinking about being replaced, but by setting expectations early that tenure is fixed, the topic is less likely to be taken personally.
A piece of the ongoing puzzle and dialog around CEO succession is building the competency agenda for the CEO, known as the “success profile.” For several years, we at RSR Partners have advanced the concept of “stretch versus fit.” For example, some boards aspire for greater growth trends and feel that goal can be achieved with some modest tweaking to strategy and culture which the incumbent CEO is unwilling or unable to embrace. Generally, while boards may have no regrets about the past, many have more expansive and aspirational visions for the future. As it relates to the “spec” capabilities required of the next CEO, they question whether to stay squarely on course or to drive change. Invariably, boards harbor some hopes and dreams that a CEO change will provide opportunity for added business propulsion, so they look for both steadiness and value-adding creativity in the next CEO.
My longtime friend and colleague, Alan Renne, who is a senior member of our Board & CEO Services practice and Head of our Industrial Technology team, has commented that “what the pandemic has taught most companies is that both culture and strategy are symbiotic in a sense, although neither can stand still under the pressure of unpredictability, which we’ve seen through the Covid period. Hence, we all hear the constant chatter about how companies require leaders with agility, nimbleness, resilience, etc. The point related to CEO succession is that the ‘stretch’ requirement can feel like a moving target since the marketplace is not static. So, boards must continually engage in the discussion about the CEO spec in the context of possible changes in strategy and culture, and therefore make in-flight course corrections on an ongoing basis.” Alan’s observations are spot on, and it is often during these continual discussions, that inspiring and innovative solutions to the CEO succession issue present themselves.
Bench Strength is Key
Finding an organization’s next CEO should be inextricably linked to understanding the capabilities and skills needed for success and filling those gaps at the C-Suite level. Succession planning goes hand in hand with talent reviews and leadership assessment, which help reveal opportunities to develop rising stars for succession consideration. The Nominating & Governance Chair’s mandate to ensure effective governance means that Chairs need to have a thorough understanding of the talent within the organization. They are expected to know when it makes sense to go to the market for the skills and experience that are needed, especially within the bench levels, so chairs are spending more and more time identifying and getting to know future leaders below the C-Suite.
Stars often rise from the “minor leagues” and good oversight on their development is key, especially as the CEO specification continues to evolve. Issues of executive development and retention go hand in hand, and boards should have their sleeves rolled up in these discussions.
“One of the most delicate topics today in leader development relates to promotion and rotation,” Alan states. “In many cases, companies are eager to keep great talent rising, challenged, and filling development gaps. Consequently, top players are often continuously pushed ahead to the next bigger job, but sometimes too quickly. High potential leaders need time to formulate strategies, build plans, execute, refine, and manage for a period that demonstrates sustainable success. Moving leaders too quickly can short-circuit that process and even disrupt business effectiveness. Boards should engage early in the leader development process because they have the seasoning of experience to spot these things and can offer valuable advice that will benefit their CEO succession plans.”
Retention and motivation of executives should also be high on the radar screen, especially considering the new phenomenon of “opting out,” discussed further below. Some Chairs have admitted that CEO succession can also be a challenge since it can be hard to retain A+ executives in the C-Suite if the company is unable to offer the compensation and flexibility of larger operating portfolios. If retaining and motivating talent within management is a priority, it should tie very closely into succession planning.
The “Siren Song” of Private Equity
Private equity firms are more actively and aggressively recruiting high potential talent from public companies. “There is a war for talent,” states Thames Fulton, a senior member of our Board & CEO services practice. “We often counsel boards so they understand and can deal with these incursions to their executive teams. We have been asked to educate the high-potential corporate executive who unknowingly thinks the grass is greener in private equity, thereby helping a board to buy some time in their succession planning.”
Conversely, there have been some great executives coming out of small and mid-cap companies because their leadership model is lean and therefore very hands-on and experienced. Large cap companies are starting to recruit those executives. “We spend significant time with our small and mid-cap clients, strategizing on how they can build their leadership bench in a way that earns loyalty and commitment from their teams,” adds Thames.
Competing for leadership talent in this environment can be especially challenging for organizations with limited bench spots. Boards must get creative about generating roles to provide opportunities for succession. There are ways to stimulate succession preparation with retention and development strategies. Dovetailing the creation of those roles with efforts to fill gaps in the competence between the bench and CEO can significantly impact an organization.
The Nexus of Board & Management and the “Opting Out” Phenomenon
The CEO role has always carried with it great cachet – authority, visibility, power, influence, prestige, impact, and wealth potential. In recent years, as terms like “servant leadership” and “shareholder capitalism” have occupied rightful places in the vernacular, the CEO role has become ever more complicated. More importantly, the pandemic circumstances over the past year have placed a glaring light on the CEO role. It is an extraordinarily intense and often grueling job, fraught with gut-wrenching decisions, overwhelming workload, tricky management and leadership challenges, and high pressure deadlines. Consequently, boards need to have intimate insight into the thinking of their future succession candidates. This can be incredibly important when gauging the bench’s proclivity to carry the CEO title.
In our discussions with the bench strength of today’s public companies, especially those seen as the best and brightest, we see an emerging phenomenon. Many are now seeing the CEO role as the great heavy-lifting job that it is, and they conclude that the associated sacrifices are too great for the potential rewards. In their minds, they are choosing to opt out in lieu of other career trajectories, including private equity backed opportunities. This is just one example of how boards need to know about personal decisions, especially as they consider high potential candidates for succession, which begs for deeper interactions between boards and the promising talent in the management ranks.
“When addressing clients’ CEO succession needs, we often overlay our board and executive search processes,” comments Gretchen Crist, Head of our firm’s Consumer Goods & Services practice. “This is an advantage during CEO succession projects because we can operate at the nexus of boards and management. We appreciate the board perspective and can integrate intelligence on proficiencies and personal motivations from the front lines of the business.”
Moreover, the succession planning process should be encountered as a moving target that never stands still – because markets, companies, and people are ever-changing. As such, the regularity of discussion between board directors and management should likewise increase. The Chair’s role is to help facilitate those conversations. Some Nom & Gov Chairs have occasional one-on-one conversations or visits with key members of management, while others have 8 – 10 executives attend each board meeting, and some attend dinners, on a rotation. Developing trusting relationships with members of management is good for both knowledge and retention.
Strike a Balance
“Succession planning has evolved into a rigorous process,” concludes Alan. “Our clients look down many levels into the management ranks to identify star talent. We are assessing their leadership abilities, putting their development plan in place, conducting a risk analysis around who might be poached, and benchmarking against external candidates and competitors. The goal is for the board to have transparency around who will be the next CEO if everything goes according to plan, and, as is often the case, if conditions change, to be sure to have a current CEO spec and a competency structure ready to go, should a search be unavoidable.”
“There also needs to be some flexibility and nimbleness,” adds Gretchen. “Clients do not need their succession plan to be perfectly buttoned up. It is fluid and dynamic. It’s important to get the dialog going and be open minded as the conversation evolves.”
There is so much to discuss during the CEO succession planning process, that it is natural and cyclical for the board to continually address the topic. Timing, the methods of evaluation of candidates, the development plans to help high potential executives build competencies, the regular review of the CEO spec, as well as a periodic revisiting of those stretch topics – like strategy and culture – are crucial to be sure that strong candidates of today have the skills to meet the expectations of tomorrow.
The clock is ticking… and boards need to be prepared when the time comes to make the best and most informed decision possible when selecting their next CEO. There is no more important responsibility for directors in this new world of stakeholder capitalism than CEO succession.
We are here to help you get it right.
About Our Board & CEO Services Practice
Our Board and CEO Services team partners with CEOs and boards to understand issues, assess opportunities, and strategically advise to ensure sustainable growth strategies are optimized. We are committed to executing an action plan that addresses sensitive and complex leadership needs and ensures clients are well positioned for the future. RSR offers trusted advisement rooted in years of experience and market knowledge. We excel at optimizing board and CEO effectiveness through transformative thinking about structure and operations. This helps us to engage closely with clients to drive greater accountability and enhanced performance. Our practice group leverages RSR Partners’ renowned experience in corporate governance with the firm’s industry and human capital consulting expertise to create an integrated and seamless approach. The range of services we provide to boards and CEOs include:
Board Services
CEO Services
RSR Partners is a boutique professional services firm headquartered in Greenwich, CT, that specializes in helping Boards and CEOs with their most critical recruiting, selection, and succession needs. The firm was founded in 1994 by industry icon, Russell S. Reynolds, Jr. The firm has conducted thousands of projects for Boards and CEOs at public, private equity backed, and family-owned businesses across a range of industries including asset management, consumer goods and services, industrial, technology, and healthcare. To learn more about RSR Partners, click here.
This article was originally published by Corporate Board Member.
A confluence of issues confronting organizations and their boards today is now landing on the doorsteps of Chairs of Nominating & Governance Committees. More than 25 recent interviews revealed that it is now key for Nominating and Governance Chairs to “lead with influence” in order to effectuate change.
As defined by the ever-reliable Merriam-Webster, influencing is the “act or power of producing an effect without apparent exertion of force or direct exercise of command.” In other words – and contrary to some opinions – overt efforts to influence often fail. It is far more effective to influence others by operating as a conduit of communication and connectivity. As highlighted in the first of our series, Perspectives from the Chair, Nominating & Governance Committee Chairs (“Chairs”) are at the forefront of many critical topics facing boards today. As such, Chairs are now “carrying the flag” to ensure the collective board and organization are meeting the needs and expectations of all stakeholders. As the more subtle nucleus of communication and connectivity in boardrooms, the opportunity for Chairs to be influential is significant.
The Chairs we spoke to agree that to effectively influence the many change initiatives they are leading, it is important to master the following guiding principles: (1) listening to understand; (2) building relationships; (3) acting with courage, and (4) staying informed.
How are these principles actualized on a board? What do Chairs need to keep top of mind and practice regularly to effectively lead with influence? In the past, some Chairs felt that they were perceived as the onerous compliance police. Today, as one of the key constituents of board effectiveness, there is a desire to be seen as a partner who is passionate about driving the performance of the boards and organizations they govern and delivering results and successful outcomes for all stakeholders.
Listening To Understand
Taking the time to listen to varying points of view is essential to the Chair’s ability to influence. Dr. Steven Covey describes this process well: “If I were to summarize in one sentence the single most important principle I have learned in the field of interpersonal relations, it would be this: Seek first to understand, then to be understood.” While it can be tedious and cumbersome, showing appreciation and empathy for others’ perspectives demonstrates that the Chair is someone who listens, reflects, ask questions, and genuinely cares. Being knowledgeable and conversant about the viewpoints of others on the board can help open the door for Chairs to lead change and enroll fellow board colleagues in the actions they deem necessary. Jane Warner, Chair of the Nominating & Governance Committee of Tenneco Inc. and member of the NACD Nominating and Governance Committee, and Director at Brunswick Corporation and Regal Beloit Corporation shared, “Nom & Gov Chairs need to have a consultative personality to create inclusion among the board and not just focus on the charter requirements of the committee.”
Building Relationships
Leading through influence means building strong relationships with board colleagues. Taking time outside of board meetings to bond on both a personal level as well as on board subjects is very important to establishing trust and respect. Scheduling lunch or dinner meetings or visits to the offices of board colleagues is an effective way to build this necessary connection. It is also a great opportunity for Chairs to be transparent so that others know and understand their work environment, culture, and values, and why the Chair is suggesting certain goals, directions, and actions. The more Chairs get to know other board members and their views on specific matters facing the board, the better equipped Chairs are to exert influence and optimize their chances of progressing the outcomes they desire. “Nom & Gov Chairs who connect with their director peers in a personal way increase their ability to influence,” adds Gretchen Crist, Head of RSR’s Consumer Goods & Services and Human Capital practices. “When your fellow board members genuinely feel they are important and valued, the more responsive they are when you need their support in return.”
Acting With Courage
Given the responsibilities of the Nominating & Governance Committee, the Chair must sometimes make bold and unpopular decisions either involving, for example, a board member’s term renewal, performance of a board member, or a conflict of interest. Being put in this position requires the Chair to possess the fortitude to live with the consequences, especially when others do not see the situation the same way. Chairs gain this courage by maintaining a track record of good judgment. Over time, other board members trust and respect Chairs for their knowledge and decision-making based on facts and not emotion. It is also easier to display courage when the Chair has strong relationships on the board. As Neil DeFeo, Chair of Nom & Gov Committee for Driscoll’s, shared, “Without courage nothing happens. If you consistently stand for what is right in a respectful and authentic way, you are much more likely to have a win-win result.”
Staying Informed
“Critical governance topics are constantly evolving. Therefore, staying up to date is essential. Most importantly, establishing the right pace on the adoption of best practices and new trends is a core competency that the Chair of the Nom & Gov Committee needs to develop,” explained Graciela Monteagudo, ACCO Brands Nominating and Governance Committee member and Director at WD-40. It is also important for Chairs to stay on top of governance trends as board directors are increasingly held responsible for actions taken by the organization. Furthermore, driving for an aligned understanding across the board on whether the organization wants to be on the leading edge of change or to be more of a later adopter is also critical in discerning the right pace of change for your board. A number of Chairs mentioned that they utilize other members of the Nom & Gov Committee to assist in staying alert to evolving governance matters including how these topics interconnect with other board committee initiatives. Inevitably, some directors will capture key issues or consider a certain trend applicable that others did not flag. Chairs agree that is it helpful to share the responsibility of staying informed.
Conclusion
With such a strong emphasis today on building engaged, diverse, and transparent boards, the key to better corporate governance lies in the working relationships between boards and management; in the social subtleties of board interaction; and in the competence, integrity, and constructive involvement of individual directors. The Chair plays a pivotal role in influencing this desired outcome. Chairs agree that the door to being able to influence opens when others sense the Chair is being influenced by them. Essentially, board members feel understood by the Chair and appreciate that the Chair has taken the time to listen in a deep and sincere way. This is the moment when the ability to influence begins to gain momentum – and Nom & Gov Chairs are seizing this opportunity.
About Our Board & CEO Services Practice
Our Board and CEO Services team partners with CEOs and boards to understand issues, assess opportunities, and strategically advise to ensure sustainable growth strategies are optimized. We are committed to executing an action plan that addresses sensitive and complex leadership needs and ensures clients are well positioned for the future. RSR offers trusted advisement rooted in years of experience and market knowledge. We excel at optimizing board and CEO effectiveness through transformative thinking about structure and operations. This helps us to engage closely with clients to drive greater accountability and enhanced performance. Our practice group leverages RSR Partners’ renowned experience in corporate governance with the firm’s industry and human capital consulting expertise to create an integrated and seamless approach. The range of services we provide to boards and CEOs include:
Board Services
CEO Services
RSR Partners is a boutique professional services firm headquartered in Greenwich, CT, that specializes in helping Boards and CEOs with their most critical recruiting, selection, and succession needs. The firm was founded in 1994 by industry icon, Russell S. Reynolds, Jr. The firm has conducted thousands of projects for Boards and CEOs at public, private equity backed, and family-owned businesses across a range of industries including asset management, consumer goods and services, industrial, technology, and healthcare. To learn more about RSR Partners, click here.
The annual letter from our CEO, Brett Stephens, to our clients and friends.
Dear Clients and Friends,
2020 has been a year of unprecedented change and reinvention. We have been honored to work alongside so many of you, helping you navigate these tumultuous times as successfully as possible. Effective leadership in the C-Suite and at the board level has never been more important, and the discreet advisory work we perform for Boards and CEOs has surged in response. We have spent many hours engaging with you on topics such as achieving agility; the emotional intelligence and moral quotient of leaders; the importance of diversity, inclusion, and equality initiatives; deploying technology, AI, and virtual work environments; managing risk; and addressing environmental, social, and governance concerns. Some of these topics were discussed at length during the roundtables we hosted earlier this year, and we expect to tackle these topics again at our 20th Annual Directors Dinner in January 2021. In the meantime, we wanted to share with you some additional trends that have emerged during the last few months that we expect will continue to evolve in 2021:
1. CEO Succession Disruption: CEO turnover reached a record high in 2019 but slowed temporarily during the crisis. The stress and trauma of leading an organization through a crisis often accelerates a CEO’s departure. When we reach a turning point and conditions stabilize, we expect to see a shift in the C-Suite at many organizations — even at companies that survived or thrived. Not only are public companies actively thinking about CEO succession, but our private equity clients have been building their potential inventory of CEO candidates in anticipation of deal activity returning significantly in 2021. Now is the time to begin CEO succession planning if you have not already. We have been trusted by boards and CEOs with succession planning for more than 25 years, and CEO succession is our premier service because we have minimal off-limits restrictions — meaning, we have unparalleled access to top talent and leadership across all industries due to our boutique size. In addition to our reputation for discretion and for identifying ideal successors, our clients also engage us to manage leadership assessment processes, if needed (with our neutral, third-party assessment partner); to help with the on-boarding and integration of the new CEO (whether an internal or external candidate); and to advise the board, CEO, and CHRO on how to manage the transition with leadership and throughout the broader organization.
2. Board Recalculation: The dialogue around which competencies, capabilities, and perspectives a board member needs to be effective in the “new normal” has gathered momentum. Some of our clients came to the stark realization that their directors were lacking the knowledge and experience necessary to help leadership execute the new direction that was charted in response to the pandemic and economic crisis. We are advising our board clients on how to effectively remake and reshape themselves with directors who possess the skills and capabilities to guide leadership through disruption and reinvention. Transformation at the board level typically takes time given how board dynamics can affect decision making, so we expect director recruitment to remain very active and increase in 2021.
3. Diversity Recruiting: The desire for more diverse boards has gained significant momentum across the country, making it critical to work with a board recruiting firm that has access to and existing relationships with high quality candidates. We often counsel our clients on how to achieve their long-term diversity goals in addition to managing immediate needs. (94% of our elected board candidates were diverse in 2019.) Similarly, at the C-Suite level, large Fortune 500 companies have the resources and prestige to attract diverse candidates, while mid- and small- cap companies will need to seek advisors who can prioritize them in order to compete for diverse talent. We have been more successful than our large competitors at attracting diverse talent to mid- and small-cap organizations, especially under time constraints. No matter how it is done, additional diversity of thought and experience in the C-Suite and at the board level should be a positive outcome of the conversations taking place across our country about diversity, inclusion, and equality.
4. Separation of the Roles of Chairman and CEO: Similar to past economic downturns, boards have increasingly recognized the benefit of a Non-Executive Chairman who can help the CEO navigate through a crisis. Based upon the consistency of the demand for our services advising on these arrangements, we believe splitting the Chairman and CEO roles will be a more frequent occurrence in 2021. However, such a decision requires concise communication and planning and should not be made to generate press coverage. Organizations need a highly analytical and candid assessment of their strengths, shortcomings, opportunities, and risks — with a learned objective and with experienced advisors — to make the right decision for their organizations at this crucial and unpredictable time.
We continue providing services to Boards and CEOs on a broad range of governance and leadership needs. To cite a few current examples, we are:
Board Recruiting and Advisory
CEO Services
Leadership and Talent Consulting
In the event you have a sensitive board or leadership need in the coming year, we would be honored to share our experience and expertise regarding this critical process and help you solve for your organization’s immediate needs, and for its long-term success. Thank you for the continued trust and confidence you have placed in our firm. We look forward to working closely with you in the year ahead, and for many years beyond.
Barrett J. Stephens
Chief Executive Officer
O: +1 (203) 618-7022
BStephens@RSRPartners.com
