Does Your Board Need an Executive Chair?

On February 2, 2021, Jeff Bezos introduced that he would “transition to Govt Chair of the Amazon Board and Andy Jassy will come to be CEO.” While this modify marked a significant corporate governance shift for Amazon, govt board chairs have become more and more frequent. According to Spencer Stuart, 15% of board chairs in the S&P 500 had been designated as “executive chair” in 2021. Firms like Autodesk, Ford, Google, Iron Mountain, Occidental Petroleum, and Oracle have opted for an government board chair in new yrs.

Nevertheless, to our surprise, handful of people today realize what an govt board chair does, who tends to keep the position, and whether or not they reward their business. To examine these concerns, we determined 289 providers from the S&P 1500 index that experienced an government board chair at some level in between 2003 and 2017. Applying details by way of 2020 from the BoardEx, Execucomp, Compustat, and SDC’s mergers and acquisitions databases, we as opposed these companies’ yearly efficiency with an executive chair to their general performance with an additional variety of board chair (i.e., non-govt chair or CEO-chair). To improved have an understanding of this new posture, we also examined the press releases of around 500 executive chair appointments by these companies. We found out that the govt board chair has become an crucial board management innovation that has general performance penalties for the business.

A Hybrid Place

Board chairs generally have a few most important duties: oversight, strategic information, and board management. The diploma of focus a chair commits to each will rely on the chair construction. A non-executive board chair, who is separate from the CEO position, performs a confined strategic purpose and is as an alternative centered a lot more on oversight and board management functions, these as director recruitment and board performance. Conversely, a combined CEO-chair focuses on strategy growth and implementation, thus participating in minimal to no function in oversight, and a constrained part in board leadership duties. In this scenario, the oversight obligations drop to the independent administrators on the board, now typically led by a guide unbiased director.

So, what job does an govt chair participate in in every single of these obligations and what does it indicate for the board and organization? To reply these issues, we examined the push releases of above 500 govt chair appointments. We identified that the government board chair is commonly a previous leader of the company. In 35% of instances the executive chair was the firm’s founder (e.g., Jeff Bezos at Amazon), in 11% they were a member of the founding relatives (e.g., Invoice Ford at Ford Motor Enterprise), and in 40% they were the firm’s retired CEO (but not a founder or member of the founding family, e.g., Eric Schmidt at Google). Appropriately, government board chairs hold appreciable knowledge about their businesses.

We also found that about 70% of press releases explicitly highlighted a concentrate on approach. Corporate governance very best techniques usually prescribe a division among management and oversight. For that explanation, companies have been shifting absent from a blended CEO-chair framework and toward an impartial chair framework.  The government board chair placement provides a middle-ground choice, searching for to gain from a chair’s strategic acumen and managerial working experience when however remaining independent from administration to present efficient oversight. And it is in truth helpful: We observed that when a organization has an govt board chair, it has on normal a 33% increased profitability than when it has yet another variety of board chair.

Nonetheless, possessing sizeable oversight, strategic, and board leadership tasks at the exact time may well include tradeoffs and blur the strains involving the government chair and CEO’s tasks. We located that the extent to which a company gains from an executive board chair is dependent on its specific situation. Our analysis indicates that shareholders and boards really should check with three thoughts prior to appointing an executive board chair.

1. How highly effective is the CEO?

Due to the fact the govt chair is a lot more involved in strategic decision-generating, they are capable to offer closer oversight of administration. This can be a advantage if the board requirements to much more closely keep track of the CEO. Analysis has demonstrated that, as CEOs grow to be more effective inside their corporations, their skill to make additional unilateral choices boosts. Even though this has some stewardship benefits, it also needs better checking to assure these choices are in the most effective desire of the business.

Our effects display that as a CEO results in being progressively impressive (indicated by possession, tenure size, and payment), the closer oversight supplied by an government chair will become more and more advantageous. Consequently, if your corporation has a potent CEO, appointing an executive chair may possibly offer the further oversight necessary to make certain that the CEO very best serves the corporation.

2. How intricate is the corporation?

When providers are more sophisticated, they are more difficult to manage. Companies that are more substantial, extra diversified, or that engage in a lot more acquisitions, for instance, require crystal clear lines of interaction and delineation. In these types of a corporation, an government board chair may possibly feel a fantastic detail.

Nonetheless, an govt chair who performs a a lot more involved purpose in tactic development and selection-building could pose a “too quite a few cooks in the kitchen” danger to advanced corporations, because it worries the unity of command necessary by CEOs. It might also consequence in tensions in between the CEO and the govt chair, particularly when the two disagree. Certainly, we uncovered that the general performance advantage that an executive chair delivers a organization diminishes in far more sophisticated corporations. As a result, when looking at no matter whether an executive chair is right for your business, think about its complexity and whether or not it will disrupt your CEO’s capability to be helpful.

3. How demanding is board leadership?

The leadership calls for of a board chair are regularly expanding. Board chairs are usually liable for director recruitment and progress, board culture, range, fairness, and inclusion (DE&I) initiatives, and overall board success. The most effective boards have chairs who take care of these duties proficiently.

For the reason that executive board chairs maintain tasks for oversight, approach, and board leadership, they can grow to be confused. And simply because their target is especially on strategy, there is the threat that they neglect their board leadership responsibilities. We identified that, when a board’s leadership obligations had been greater (indicated by the dimensions of the board, proportion of new directors, and proportion of hectic directors – people who provide on three or more other boards of shown organizations), the overall performance profit of possessing an govt board chair diminishes. If your board involves considerable leadership obligations from the chair, an executive board chair might not be the ideal alternative. In these a case, a non-government board chair could be preferable.

Different Needs

Providers use the government chair situation in various methods. Some founders and household users, like Jeff Bezos, Larry Ellison, or Monthly bill Ford, relinquish the CEO posture but acquire on the govt chair purpose to continue to be closely concerned in their companies’ tactics. Many others use the govt chair situation for a constrained interval for the duration of a CEO succession. Performing so encourages a easy transition and the continued help of the outgoing CEO on tricky matters, such as throughout a key acquisition or transformation, and for onboarding the incoming CEO. We identified that this is significantly valuable. Firms that transitioned their CEOs to the executive chair position noticeably outperformed these that did not. So, if your corporation has a successful and influential leader who will soon move down, there may be a even more reward of developing an executive board chair placement.