Facilitating Succession for a CEO Who is also Board Chair 

In organizations where the CEO also serves as the Board Chair, the succession planning process demands careful consideration to ensure continuity, stability, and effective leadership transition. This document outlines the roles and responsibilities of both the Board's Lead Independent Director and the CEO/Board Chair in navigating this critical process. Additionally, it provides actionable steps for immediate support while maintaining focus on long-term success. 

The Role of the Lead Independent Director on the Board 

As both CEO and Board Chair, the Lead Independent Director plays a role in ensuring a seamless CEO succession. The Lead Independent Director will want to:  

  • Form a Dedicated Committee for CEO Succession. This committee, independent of the current CEO, should have a diverse range of directors, including those with relevant industry expertise and experience in executive selection. 
  • Engage with an External Search Firm. Collaborating with a search firm allows for evaluation of potential candidates and widens our talent pool. 
  • Consider Internal Candidates. Recognizing and evaluating talent promotes growth and encourages continuity. 
  • Develop of a Well Timed Transition Plan. Working together to create a hiring timeline and transition strategy in consultation, with the CEO guarantees a transfer of responsibilities. 
  • Define Desired Qualities and Experience. Aligning the search criteria with the companys vision and strategic goals establishes benchmarks for evaluating candidates. 
  • Communicate with Key Stakeholders. This includes keeping the full board informed and, at appropriate times, communicating with employees, shareholders, and other stakeholders about the process and timeline. 
  • Establish a Support Systems for the New CEO. Implement a support plan with defined objectives and monitoring mechanisms to ensure the success of the new CEO in their role. 

Role of CEO/Board Chair 

While the CEO/Board Chair contributes insights and expertise to the succession process it is crucial to maintain a decisive role to avoid conflicts of interest. Key responsibilities include:  

  • Advisory Role in Succession Process. Provide guidance on the qualifications and challenges associated with the CEO position without influencing candidate selection. 
  • Facilitating Transition. Assist in a transition by offering support, knowledge transfer and onboarding assistance to the new CEO.

Immediate Actions for CEO/Board Chair 

Recognizing the urgency of immediate support, CEOs in dual roles should consider the following steps: 

  • Assessing and Deploying Current C-suite Talent. Identify suitable executives within the organization who can ensure operational continuity and strategic alignment. 
  • Appointing a Chief of Staff. Hiring a competent Chief of Staff can streamline operations and provide essential support during the transition period. 
  • Delegation of Succession Decision to the Board. Acknowledging that CEO succession is the board's prerogative, CEOs should focus on their current responsibilities while providing necessary input to the process. 
  • Advocacy for Equitable Compensation. Advocating for fair compensation reflective of the CEO's contributions and market standards ensures motivation and long-term commitment to organizational success. 

In conclusion, successful CEO succession in organizations with dual roles demands a collaborative effort between the Lead Independent Director, the CEO/Board Chair, and the broader board. By adhering to best practices, maintaining transparency, and prioritizing long-term strategic objectives, organizations can navigate this transition period with confidence and ensure continued success.  

About EDA, Inc.  

EDA, Inc., a world-class human capital tech and services firm that is committed to equipping leaders to create compelling, high-performance cultures that last through cutting edge technology, EDACulture Suite™ that makes culture visible in real-time and through executive development products, services, and research. 

EDA’s Services include: 

  • C-Suite & Executive Coaching, 
  • Custom Executive Development, 
  • Succession Planning, 
  • Assessment & Selection Services, and 
  • High-Potential Development. 

 EDA’s Products Include: 

  • Leadership Books 
  • Culture 20/20®, a culture survey designed with CEO input to capture culture in the 12 core categories that CEOs say they want their fingertips on. 
  • Leadership Effectiveness Survey® Series, multiple 360-degree degree surveys designed to capture the perceptions of your leaders in the most needed core competencies. 
  • T.E.A.M Effectiveness Survey. An assessment designed to capture a team’s strengths and weaknesses. 
  • Return-on-Investment Assessment, a survey designed to capture the perceptions of a few close colleagues on a few key competencies that the leader is working to learn. This assessment measures progress over time. 

EDA’s Research Includes: 

  • Trends in Executive Development 

It is our pleasure and passion to help organizational leaders create conducive workforce environments so that they can attract, retain, and develop top talent and advance their mission, achieve their vision, and execute their strategy. 



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