The succession work boards oversee is more complex than it once was. Oversight of the internal talent pipeline has grown beyond a narrow focus on CEO successors to include other internal and external talent. This relatively new role for the board or governance committee demands the hands-on ability to assess upper-management aptitude and readiness for the top job.
On September 21, the NACD Atlanta Chapter invited three exemplary former CEOs who serve on public boards to advise Atlanta-area directors on how to navigate this more demanding process. The panel, moderated by NACD President Peter R. Gleason, was comprised of Richard Anderson, previously CEO of Delta Airlines, and member of the Cargill and Medtronic boards; Martha Brooks, former CEO of Alcan, and director of Bombardier and Jabil Circuit; and Frank Blake, former CEO and chair of Home Depot, and currently a director at Delta Airlines.
For context, CEO turnover within the world’s largest 2,500 companies has increased in recent years, according to a 2016 study by PwC titled 2015 CEO Success that analyzed CEO turnover data from 2015 in the U.S. and around the globe. Among the study’s findings were the following data:
CEO turnover around the globe reached a record rate of 16.6 percent.
In North America, the rate of CEO turnover was 14.3 percent.
Planned turnover accounted for 10.9 percent of all turnover indicated in the study.
Force-outs were reported at 3 percent.
CEO turnover triggered by mergers and acquisitions occurred at a rate of 2.8 percent globally and in the U.S.
Looking specifically at U.S. turnover data, of all CEO turnovers, 4.4 percent were planned and 2.2 percent of the CEOs were forced out.
The traditional tactic when seeking new CEO talent has been to “go inside” for the most qualified internal candidate, but boards are now deliberately bringing in external CEO candidates. When the same PwC study compared statistics from 2004 to 2015, the percentage of outsiders hired as CEO increased from 14 percent in 2004 to 22 percent in 2015—a 50 percent increase in external hires in 10 years.
Hiring an outsider to serve as CEO was once seen as a last resort—something that typically only happened when a board had to force out the incumbent CEO suddenly, had failed to groom a suitable successor, or both. In recent years, however, more companies have chosen an outsider CEO, and frequently as part of a planned succession.
The stakes are higher. The process is more transparent and invites activist investors, pundits, and media to scrutinize a company’s process and its decision. Often the current CEO is left somewhat in the dark about the progress and the remaining leadership team may just not know status, which leads to uncertainty and process dysfunction.
The distinguished panel offered these nine valuable lessons learned about successfully navigating this board responsibility.
Succession must be a CEO-driven process. The panelists urged that a board place the CEO in the middle of the succession process but not as a direct party to the final decision process. They argued that the current CEO brings unique knowledge and passion for the future of the business, and that he or she wants a leadership legacy that includes a smooth and smart transition to a new CEO. The CEO also knows the internal talent pipeline better than any director, which could be an asset to the board. The panel added that with the board’s involvement and perhaps that of external resources, the risk of the “favored son” effect could be mitigated.
Succession is a full-board endeavor. Ownership of the process, knowledge of internal candidate development, insight into what could potentially derail the process, external benchmarking, and strategic issues that await the new CEO are matters for the full board to address. Committees can execute on specific tasks but the work, insight, and decision-making process related to CEO succession must be owned by the full board.
One committee member urged every board member to meet and assess final candidates against a written success and impact profile during lengthy one-on-one interviews. The panel expressed their belief that the successful candidate would develop a sound, unique relationship with each director. Panelists also perceive interviews as the gateway to relationship building and ultimately to the CEO being accepted into the board’s inner circle.
The lead director plays an integral role as mentor. The board’s succession method needs a quality control focal point, or someone who will manage group processes among directors so that the “loudest voices” around the boardroom table are not those that necessarily carry the most weight. The panel suggested that the board could task the lead director with this quality-control leadership.
Remember that the board’s loyalty belongs to the company—not the current CEO or internal candidates. The board needs and values input from the CEO and there may be internal candidates who are highly regarded. But decisions must be based single-mindedly upon duty-of-care philosophies—the company’s future.
Competition among internal candidates must be monitored and managed by the CEO and board. Internal candidates should be explicitly informed or they are likely to figure out whether or not they are a candidate for the CEO role. With that information or suspicion, a competitive “horse race” may begin and performance may peak. There is also the inevitable dysfunction that can occur between the contenders as well as their organizations as they “bid up” their candidacy. CEOs and lead directors may intervene to manage negative behavior, and reinforce that senior-level performance is a collective effort. Compensation schemes for these candidates should be aligned in the spirit that “we all row the boat together.”
Get a written exit report from the outgoing CEO. Have the CEO personally develop a lengthy perspective about the future focus of the business and the CEO’s most critical areas of personal attention. Develop an “issues list” of those matters that the new CEO will likely bump into in the market, inside the company, and with regulators. Ensure the list is heavy on issues and light on recommendations. Finally, ask the outgoing CEO to list what strategic items and enabling matters must be done by the incoming CEO.
Develop a plan for easing out a reluctant CEO. The chair or lead director must have a “personal legacy” discussion with the CEO, and the CEO will inevitably get the message that it’s time to transition, and yet the panel emphasized that this should be a clear—not a nuanced—discussion. Have a plan for how and when the cord will be cut and communicate that plan clearly.
Define how unsuccessful transition candidates will be treated. If these executives can see a good path forward, embrace them. If not, help them leave, and do so quickly.
With a C-suite succession event, corporate strategy is likely to change. The board should endeavor to ensure that a sound corporate culture makes it through the transition.
CEO succession planning is one of a board’s most important responsibilities. However, many companies are unprepared for communicating executive transitions. A recent survey of senior-level corporate executives published by Alix Partners shows that about 50 percent of respondents felt their companies were unprepared for CEO succession, either because the company hadn’t identified possible successors or hadn’t sufficiently trained candidates for the top job.
Communications strategy is an integral part of CEO succession preparedness. Executive transitions can unfold quickly, demanding decisive action in developing the proper message and coordinating communications strategy both internally and externally. When thinking about a possible transition announcement, there are several foundational elements for successfully positioning a senior executive change.
Why is the CEO leaving?
There are a handful of standard reasons a company gives for an executive’s departure. Whether a CEO retires, steps down, is terminated, decides to spend more time with family, or pursues new opportunities, companies must present a clear rationale for the departure. Given nuances in language that could imply the motivations of the executive and company, word choice is especially important. Transitions that appear confusing, mysterious, or acrimonious will spook investors or stoke speculation.
In the age of investor activism, boards look for opportunities to demonstrate they will take action when a CEO is viewed as underperforming. This may lead to a press release that does not shower the outgoing executive with praise, therefore signaling a less-than-favorable view of the executive. Or the announcement may state the departure is by “mutual decision,” again a clear signal. Communicating CEO departure is a delicate balancing act.
When is the right time to communicate about a succession?
CEO transition announcements generally take financial markets by surprise and create immediate concern. As a result, some companies have found ways to prepare advance messaging for a planned transition to precondition the market to a future change.
For example, Kinder Morgan made a quick reference to a future CEO transition in its comments at an investor conference before an established timeline or formal announcement had been made. In another example, when dealing with a series of executive changes over the course of 15 months, Mack-Cali Realty Corp. issued an update about its executive search process six months after the CEO stepped down. Ultimately, the company named its new CEO, COO and president, CFO, and chief legal officer and secretary in one release. It should be noted that Mack-Cali’s case is fairly unique; in proprietary research, Edelman found the majority of companies identify a successor in the initial transition announcement. However, companies stand to learn from Mack-Cali and Kinder Morgan’s inventive approaches to communicating succession plans.
Who gets quoted in the release?
The presence of executive quotes in the release about their departure is another important signal of behind-the-scenes dynamics. If the outgoing CEO is quoted, this suggests some deference to that individual, especially if their quote comes first. If the chair or lead director praises the outgoing CEO in their quote, that again sends a message. However, if the chair makes a statement along the lines of “It’s time to take the company to the next level,” dissatisfaction with current leadership may be signaled to the audience, despite other symbolic cues in the announcement.
What’s the appropriate way to share the announcement?
CEO transition press releases tend to be brief, typically under 150 words. In addition to announcing via newswire, companies will notify their internal audiences directly at the time of the company’s external news announcement, and, if applicable, will also publish the news via their owned media channels (as in the case of Reddit and Twitter). Failure to get ahead of the news can make a company the target of speculation, as was the case with Proctor and Gamble (P&G) when the Wall Street Journalreported a likely scenario for P&G’s leadership transition based on analyst sources.
Employees should be briefed at the same time as the company’s news announcement, so that employees learn about the leadership change and plans for the company’s future from the source and not via the press.
How can companies leverage the media?
CEO transitions typically raise many questions with internal and external audiences, and the media is often quick to report on perceived corporate instability. Companies should consider a proactive strategy to ensure their messages around a leadership transition are understood and conveyed in the first wave of media coverage. A common strategy is to pre-brief a trusted reporter or two to secure a more holistic or accurate story at the outset of the announcement, with an embargo time established to coincide with the press release timeline. Another option is to hold a post-announcement briefing with reporters to provide greater context and answer questions.
How can companies mitigate concerns about financial performance?
The first likely question from the investment community when a company announces a CEO transition is “Does this mean the company will underperform projections?” Companies should consider reaffirmation of their financial guidance if possible at the time of the announcement. Another approach is to package the CEO succession announcement with a quarterly earnings announcement. This approach allows the company to simultaneously address any questions or concerns about financial performance.
As boards develop their transition plans, they will be best prepared for changes at the top of the organization by considering their communications approach as early in the process as possible. During transition planning, communications staff can develop materials to guide executives through a successfully executed exit process that establishes a positive narrative for both the outgoing and incoming CEO alike.
Lisa Schultz McGann is a senior account supervisor in the Financial Communications and Capital Markets practice at Edelman, the largest PR firm in the world.
The most compelling obligation of a board is to create shareholder value. The most enduring way to create shareholder value is to create customer value. Creating great customer value is an ongoing process of continuous renewal. In today’s marketplace, most competitive advantages (even seeming monopolies) are fleeting. Great intellectual property (IP) is vulnerable to alternatives and to advances in the state of the art. Human talent has never been more mobile. Advances in communication, universal access to information, and the lowering of trade barriers have opened many markets to global competition. Supply chains can be anywhere. What’s a director to do?
I am convinced that the only sustainable competitive advantage is to create an innovative enterprise. To be truly sustainable, innovation cannot be a eureka moment, where a liquid accidentally falls on a hot stove and we have rubber. Further, it cannot be built just on individuals who are innovative. Great individual contributors are necessary but not sufficient. To be truly sustainable, innovation must be deeply imbedded in the culture of the organization and in the collective behavior of its leaders. Sustainable innovation must also be baked into processes that are documented, taught, and repeatable.
Boards must have a broad-based expectation of innovation from management. That expectation must be imbedded in CEO recruiting, in establishing visions and goals, in measurement and reward. This innovation must be pervasive; a critical quality dimension to everything that management does. Innovation can occur in a firm’s products and services, in their business model, in their approach to markets (advertising and sales efforts), in their staff recruiting and retention practices.
How does a board operate, staff, and structure itself to drive innovation?
Circumstances vary so widely. I doubt there is a rigid answer to that question. However, I do believe there are universal success contributors:
Full board engagement. When the very broad functional potential for deploying innovation is laid over the skills’ breadth of a well-diversified board (legal, operational, financial, business development, etc.) it could be limiting to assign the responsibility for innovation oversight to a subset of the board. An alternative is to require that innovation be deeply imbedded in all of management’s plans, strategies, and goals and reviewed by the full board.
External market awareness. Directors who stay aware of best innovation practices across the economy are best able to contribute to continuous innovation on the boards on which they serve. Directors must become students of the discipline of innovation.
External perspective. There are innovation experts. Just as a board equips itself with experts in compensation, taxes, and organizational development, we need to find competent advisors who can help us to stay current and focused on our innovation progress.
Fundamental alignment between the board and the CEO on innovation. CEO position descriptions are usually written to reflect the board’s definition of success within a certain time frame. The capacity to passionately lead innovation must be fundamental to the CEO position description.
Patience. Creating an innovative culture is a longer-term project than is introducing an innovation to an individual product. The history of business is littered with stories of spectacularly successful short-term product/market innovations that were not sustained in subsequent products. One primary reason that the life of an S&P 500 company is now down to 20 years (from over 50 years a generation earlier) is that some firms are innovating in a more effective and sustained way than others.
Final thoughts on innovation and risk: Innovation is a form of change. Some innovations represent disruptive change that can impact the innovator as well as the markets they disrupt. For example, a new-product innovation can disrupt an existing successful product, or even an existing monopoly. Risks of this type can be effectively managed through thoughtful planning, integrated communication, and solid enterprise-wide controls.
The biggest risk in today’s economy lies in not innovating.
Thomas J. Furst served as senior vice president and chief financial officer of SRI International for 18 years until 2014. He was a director of the Sarnoff Corp. until its absorption into SRI. Tom currently speaks, and advises management and boards, on innovation and related topics. He can be reached at firstname.lastname@example.org.