Leadership

Who’s Really Leading? Managing Pressure in the CEO-Board Relationship

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Isla Gordon had no idea how to lead an organization, let alone one of the most glorified franchises in sports history. She was a party girl, relegated to a basement office as coordinator of charitable endeavors, practically as far from executive leadership as could be.

Gordon, the fictional protagonist played by Kate Hudson in Netflix’s popular comedy “Running Point,” quickly gets a crash course in life as a business leader when she is named president of the LA Waves following a scandal involving her brother, the team’s former president. She always had an eye for basketball and goes on a run, making improbable decisions that work out, from hiring a retired, down-on-his-luck coach to signing a struggling developmental-league player.

What she was not prepared for was the reality of working with a Board.

Gordon routinely gets caught off guard by Board decisions, none bigger than when the Board chairman sold his percentage of the team, paving the way for new majority owners to step in and remove Gordon from her position.

Gordon thought she had a strong relationship with the chairman. She seemed even to consider him a friend.

That, however, was a mistake.

“Board members are not friends,” says Geoffrey Boyce, founder and CEO of ForFounder, a private membership community helping founders navigate growth, capital, and company transitions. “Boards should make decisions based on the best interests of the company and their stakeholders, and personal loyalty is always secondary to fiduciary responsibility.”

While CEOs are often seen as final decision-makers for an organization, the reality is that they rarely operate without constraint. Influence from the Board — whether intentional or unintentional — can directly shape a CEO’s actions and motivations.

This reality highlights the necessity for a strong CEO-Board relationship. When that relationship is properly managed and roles are clearly defined, it can lead to profound organizational success.

When that relationship is not properly cultivated and maintained, the results can be disastrous, eroding trust and ultimately undermining organizational performance.

“Everybody wants autonomy,” says Don Schmincke, founder of Strategic Growth Alliance and 2023 Vistage Lifetime Achievement Award winner. “It’s not just about autonomy — it’s aligned autonomy, and we forget the alignment part. When we work with Boards and CEOs and executive teams, we emphasize that autonomy without alignment is chaos.”

How Board Expectations Shape CEO Decisions

At ForFounder, Boyce helps founders make informed, founder-aligned decisions before, during, and after transactions. Board expectations often influence those decisions.

“Board pressure will invariably shape CEO decision-making, and likely should,” he says. “A primary function of a Board should be to influence a CEO to make better decisions. But a distinction between the words ‘pressure’ and ‘stress’ should also be considered.”

Merriam-Webster defines the two words this way:

  • ‘Pressure’ is the burden of physical or mental distress, or the constraint of circumstance
  • ‘Stress’ is a constraining force or influence, such as a physical, chemical, or emotional factor that causes bodily or mental tension

Both definitions mention ‘constraint,’ but to Boyce, there is a clear distinction.

“In a high-pressure situation, the stakes are high, but the CEO has a significant level of control or influence over the outcome,” he says. “In a stressful situation, the stakes are high, and the outcome is (or appears to be) outside the control or influence of the CEO. Misalignement, poor Board dynamics or improper behaviors by members of the Board can shift a CEO’s sense from pressure to stress very quickly.”

When Oversight Becomes Interference

Successful CEO-Board relationships rely on each party having an aligned understanding of its role and responsibilities. In theory, the delineation should be clear.

There are many ways to define a CEO’s role, but at a high level, that person is tasked with setting a company’s vision, leading the executive team, and serving as a bridge between the Board and the organization.

The Board’s job is governance — and selecting the CEO.

“The Board isn’t there to tell the CEO what to do,” Schmincke says. “If they are, they’ve got the wrong CEO. The right CEO aligns with the Board’s governance and influences the Board on what winning means and how the CEO is going to do it. The Board should then support the CEO in executing that.”

Schmincke understands this dynamic better than most. Since launching his company more than 35 years ago, Schmincke has trained more than 30,000 CEOs worldwide. His teaching brings genetics, evolution, and anthropology together to help identify and drive strategic growth.

The CEO-Board relationship “is sort of a two-way street,” he says. “It’s an upward strategic influence, and then it’s a governance influence. When that gets mixed up, it gets a little crazy. When we work with Boards and CEOs and executive teams, we want to make sure that those roles are clear, because sometimes they can cross-contaminate each other.”

Signs Board Dynamics are Distorting Strategy

An easy way to know if the CEO-Board relationship is off kilter is if the CEO finds themselves doing a task simply to satisfy the Board. Doing that is both risky and inefficient, Boyce says.

“In most instances, a governing board is comprised of different people representing different organizations, each likely to have different interests, different theses, different expectations, and different timelines,” he explains. “Trying to identify, understand, and satisfy all of those parameters is a fool’s errand and a recipe for dysfunction.”

The CEO’s sole focus should be on the success of the business.

To do that, Boyce encouraged CEOs to help establish guidelines on the types of decisions Board members are involved in and the extent to which they should be consulted.

“I encourage CEOs to be bold and err on the side of making too many decisions rather than too few,” he says. “Whenever possible, the Board should only technically make the decision to hire/fire the CEO, approve high-level strategy, and to weigh in on major capital events. Boards should be consulted on other decisions, but CEOs need to draw firm lines on when that consultation ends.”

Building a Productive CEO-Board Relationship

Developing and maintaining a strong CEO-Board relationship is a pivotal responsibility for CEOs. Boyce explained that a general rule of thumb is for CEOs to spend one-third of their time focused on the Board; he believes that with proper foundation, that ratio should probably be closer to one-fourth.

CEOs should proactively build relationships with Board members. That includes planning regular times to meet with them individually, and ideally, where they live.

“Put time into each Board relationship very early on,” Boyce says. “Make as many goodwill deposits as you can when you can, because you are going to need to make some withdrawals in times of challenge.”

Developing those relationships is imperative, but remember what Isla Gordon discovered: Board members are not your friends.

“Be careful not to run your company from that Boardroom,” Boyce says. “It may be full of smart, interesting, and successful people, but it is not filled with the people who operate, manage, and deliver against a purposeful mission.”

For Schmincke, the CEO-Board relationship comes down to trust.

“It’s really about predictability,” he says. “If they see that what you’re doing is manipulative or not being forthright or honest … then they’re going to lose their trust. But if they’re predicting honesty and integrity and ethics and they’re seeing that behavior, their predictions are being met, and therefore there’s trust.”

One way to keep that trust intact is to ensure Board governance follows regular business cadences, Boyce says. Board meetings should follow a regular schedule and not be shifted unless they fit into the regular business cycle.

“Without this kind of cadence, the management team is at risk of disrupting the business by trying to arbitrarily and unnaturally fit reporting and planning in when it may be adverse to the interests of the business,” he says. “Plan well ahead and lock down your cadence. Refuse to change meetings and put the onus on each member of the Board to arrange their calendar to fit the cadence of the business they are governing, not the other way around.”

Schmincke says he’s seen what happens when this suggestion is not followed.

“I’ve been in situations where every quarter the office is in chaos because they’re spending or wasting a week of time preparing for a Board meeting,” he says. “That’s not helping the performance of a business.”

Leading Under Pressure

Isla Gordon quickly recovered from the initial betrayal she felt and found a way to keep her position and help the LA Waves continue moving forward. But she didn’t do it on her own, and neither should you.

The strongest CEOs don’t lead by consensus, but they also don’t navigate pressure alone. Vistage provides a confidential environment where leaders can step outside board dynamics, pressure-test decisions, and gain an objective perspective. Through peer groups and executive coaching, CEOs can separate the signal from the noise, strengthen their leadership approach, and make clearer, more confident decisions to help their businesses win.

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About the Author: Vistage Staff

Vistage facilitates confidential peer advisory groups for CEOs and other senior leaders, focusing on solving challenges, accelerating growth and improving business performance. Over 45,000 high-caliber execu

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