Chris Clark interviews leading corporate directors and governance experts for Stuart Levine & Associates, a global consulting and leadership development company. The Planet Governance® interview series features the views of corporate directors, chief executives, and governance experts on issues from board quality, CEO-Board dynamics, and succession planning to regulatory risk.
This well-known corporate director says too often, a new CEO sets a very ambitious “to do” list. My counsel is to set a 100-day plan that focuses on the critical priorities that can drive meaningful outcomes.
Dawn M. Zier is the Chair of The Hain Celestial Group (Nasdaq: HAIN) andhas been a director since September 2017. Ms. Zier also serves on the board of Prestige Consumer Healthcare Inc. (NYSE: PBH), where she chairs the Compensation Committee and is a board member of the private company Acorns.
Ms. Zier was the President and CEO and a member of the board of directors of Nutrisystem, Inc., a leading direct-to-consumer/e-commerce provider of weight loss solutions and services from November 2012 until its March 2019 acquisition by Tivity Health, Inc. Ms. Zier then continued with Tivity Health serving as President/COO and a member of its board of directors to help with the integration efforts through December 2019. Prior to November 2012, she served in a variety of executive positions at Reader’s Digest Association, a global media and data marketing company, including President of International from 2011-2012 and President of Europe from 2009-2011.
Dawn M. Zier
Chris: As an experienced board chair and former public company CEO, what advice would you give to first-time CEOs?
Dawn: CEO turnover reached a record high in 2024, and there’s no indication of it slowing down in 2025. The reason is two pronged: boards and investors are becoming increasingly less patient for results, and some CEOs are burning out and opting to leave due to the increased complexity of the role. Many first-time CEOs find themselves in turnaround situations, and while turnarounds do take time, as a CEO you need to quickly demonstrate progress and put some points on the board. To do that well, you need to prioritize “the controllables” and not get distracted by the items that are not within your control.
Chris, the world’s changed a lot over the last five years. Pre-pandemic, while CEOs managed risk, most of their time could be spent on driving growth, margins, and profit. The macro-environment was very stable, and the focus was on making sure our house was in order. A decent strategy coupled with strong execution generally yielded strong results.
Today, CEOs are facing unprecedented macro and external risks. Many CEOs lose focus trying to control things that are beyond their control. Relentless prioritization around initiatives that drive impact, coupled with clear and consistent messaging is a differentiator for top performing CEOs. Too often, a new CEO sets a very ambitious “to do” list. My counsel is to set a 100-day plan that focuses on the critical priorities that can drive meaningful outcomes and execute well.
A second piece of advice that I give new CEOs is to be bold, take early action, and put some stakes in the ground. The first 30 days should be about listening and collecting input, but CEOs need to increasingly be able to make decisions with imperfect information. There are few decisions that can’t be walked back if needed, so be brave. Assess the culture and talent of an organization quickly and make the necessary moves.
The third important thing to do is to establish a relationship with your board chair and the other directors. Reach out to them, ask them for their thoughts, be transparent, and don’t hold them at bay. One of the mistakes I initially made as a first-time CEO was believing that I had to have everything perfectly wrapped and tied in a bow before discussing it with my board. It wasn’t until I became more confident in my role that I understood that I didn’t have to have all the answers, and I could use my board as thought partners to help me define solutions. Exhibiting some humility and vulnerability as a CEO can go a long way in building trust with your board.
Chris: Building on that, what constitutes a good CEO/Board relationship?
Dawn: According to Spencer Stuart’s Measure of Leadership Survey (4/25), only 22% of CEOs agree that the board gives the CEO effective support to address a rapidly evolving and complex business environment. Additionally, more than 40% of CEOs report that they can rarely or never be vulnerable with the board. These are truly concerning statistics.
The CEO/Board relationship starts with the dynamic of earned trust between the CEO and the Board Chair. One of the primary roles of the board chair is to be a facilitator between the CEO and the board. In my case as board chair, I have a weekly touch base with the CEO to discuss things that are top of mind and to stay connected in between our monthly performance calls and quarterly board meetings. During these calls, we discuss areas of opportunity, areas of concern, where my support is needed with the board, topics to pre-socialize with the board, and areas where I think the board will push back.
The most effective CEOs leverage their boards for strategic thought partnership, capitalizing on each member’s diverse business knowledge and subject matter expertise. The most valuable conversations that I had with my directors, as a CEO, were outside of the boardroom. It was when I invited them to help brainstorm on different topics or share their expertise with other members of my team that there was real value creation. If a CEO only views their board as a governance body, it’s a missed opportunity and a bad return on investment, as boards are not cheap.
It’s also important to have clear alignment on the responsibilities of management vs. the board. When a company is doing well, the CEO has a lot of latitude. But the old mantra of noses in, fingers out, in my opinion, varies in degrees. When there is an ongoing lack of performance and continual forecast misses, boards do tend to lean in more, ask more questions, request more updates, and assess CEO performance very closely. Also, throughout the pandemic, many boards leaned in and rolled up their sleeves at the request of their CEOs, to collectively figure out how to navigate unprecedented change and disruption. This led to human talent and culture becoming something boards keenly focused on, instead of just the traditional oversight on compensation and succession. Increased board oversight of culture is positive, as that’s often what bad Wall Street Journal headlines can be traced back to.
The role of the board is to both challenge and encourage the management team. While boards should refrain from telling the management team what to do, it’s important for the board to ask probing questions and rightfully expect data-supported answers. It also benefits management when the board thinks like an activist, and it is necessary and perfectly okay for the board and management to, at times, have uncomfortable conversations.
Time spent in the boardroom is precious and limited, so the CEO and board chair have to effectively manage that time together. The board chair facilitates the discussions and often has to redirect and elevate conversations that are being taken down rabbit holes by fellow directors. This often happens when you have directors that have specific expertise in one area, deep dive on a topic within their domain. Likewise, the CEO has to do their part to move the presentations by the management team along to ensure that all topics are covered. A helpful tactic to ensure the agenda doesn’t get derailed is for the board chair or CEO to “park” certain items for follow-up outside of the board meeting.
Board presentations should be concise, with key messages supported by data that tells the story. Directors shouldn’t have to waste their time trying to connect the dots between pages and sort out what the numbers mean. That’s management’s job. One tactic to ensure a productive dialog is to start off each section with an “at a glance” page which recaps for the board what the discussion and next steps were from the last session on said topic. This resets the table, saves time, and reduces a common frustration of management around board members not remembering discussions from a quarter ago.
The more productive meetings are always the ones where there is ample time for discussion of key issues rather than sitting through a six-hour dog and pony show. However, I have often observed that CEOs can be sensitive about having truly candid conversations in front of their teams. It’s a balancing act, but to cram the real and necessary discussions into a one-hour executive session at the end of the day is a disservice to all. A best practice that we’ve implemented on some of my boards is “the breakfast chat,” where the CEO has time before the management team comes in, to just talk to the board about what is working and not working. I also encourage CEOs to be really thoughtful about who they invite into the room and for how long, so candid dialog can happen throughout the entire day.
Chris: What do you think about the combined Chair/CEO role?
Dawn: I’m not a fan of a combined Chair/CEO role although 43% of S&P 500 companies were still operating that way at the end of 2023. In my opinion, the combined role blurs the lines between oversight and management and makes it more awkward for the board to have open, candid conversations amongst themselves when there isn’t total alignment with the CEO. In my opinion, the combined role is mostly about CEO ego and is not the best governance practice. It also takes away an often helpful escalation from CEO to Chair which can be important when dealing with activists or contemplating high-stakes transactions.
Separately, it can be difficult for an incoming CEO if the former CEO stays on the board as an Executive Chair or director. It may work well if it’s an internal candidate that has been groomed for the CEO role by the outgoing CEO, but it can be tricky for a CEO that is new to an organization. At one of my companies, we asked the outgoing CEO to stay on the board for a transition period as we thought it would be helpful to the new CEO. He transitioned nicely, understanding his change in role from leader to advisor. However, the new CEO felt uncomfortable talking to the board about things that he wanted to do differently or change with the former CEO in the room. A challenging dynamic also presented itself when the management team was in the room as they were not sure which CEO to look to. It was not an optimal situation despite the best intentions.
Chris: Dawn, you’ve chaired multiple public company nominating and governance committees. What are your thoughts on board succession and creating a future-ready board?
Dawn: Boards must continually evolve, and there should be thoughtful director replenishment as a company’s strategy and needs change over time. I’m a proponent of going wider rather than deeper when it comes to building an effective board. Boards need directors that have a wide array of experiences and have navigated complex challenges as a leader. This is why I tend to still favor CEOs, CFOs, and operating executives, first and foremost, for directors’ seats. They’re the most likely to become trusted advisors to the CEO based on a shared history of experiences. They’re also the most able to step in on an interim basis should the CEO no longer be in the position to fulfil their duties.
I don’t believe directors should overstay their useful time and while not a proponent of mandated term or age limits, I think directors that are on the same board for north of twelve years should be an exception and not the norm. As a Nom/Gov chair for multiple companies, I’ve asked directors to step down if I felt they were having diminished value or we needed to make room for other skill sets on the board. This is a conversation that both Board Chairs and Nom/Gov Chairs need to become more comfortable having. Just like management teams have annual performance reviews, directors should as well. This is becoming more common.
Nom/Gov committees, in partnership with the CEO, need to be thoughtful in assessing director skill set gaps, based on the company’s evolving strategy, and look for individuals with that subject matter expertise that also possess an ability to think strategically beyond their domain. Given an average board size of ten, one must consider which skills are essential for the board to possess versus skills that can be self-taught or obtained through outside services. For example, during the pandemic when there were supply disruptions and now with impending tariffs, supply chain expertise became and remains a useful skill set to add to many boards. But do we need a cyber expert and AI expert on every board? Some companies certainly do, but many may not. What boards need are directors that understand the business implications of AI and know how to ask the right questions of management and assess the AI strategy and risks. They don’t necessarily need experts in language learning models or AI tools. Consultants can best help there.
Directors need to be continuous learners to stay relevant and provide maximum value. They need to stay abreast of new opportunities and risks facing companies. For example, I recently took a course on the Business Implications of AI at MIT to make sure that I could help drive the right conversations in the boardroom. I also attend conferences and join webinars to stay informed on current issues and challenges. Most companies offer reimbursement for ongoing director education and often bring in experts to educate the board on key topics. A good interview question for directors you are considering adding to your board is to ask how they specifically are staying current and relevant.
Chris: CEO succession is one of the most critical responsibilities of the board. What key qualities and competencies are boards prioritizing in CEO candidates today?
You need a different type of leader for the more turbulent and uncertain times that we are facing today than we did for the more steady times. While the skills we needed for a CEO ten years ago are still relevant, there are new skills that are critical for thriving today.
- First, today’s CEOs need to be able to navigate without a compass. The operating playbook is being rewritten, and in some cases, there is no playbook. CEOs need to make decisions with imperfect information and pivot when new information becomes available. 3-to-5-year long-range plans can become obsolete in months. You need to be “always on” when it comes to strategy.
- Second, CEOs need to embrace uncertainty as a team sport and be comfortable with ambiguity. Resiliency, flexibility, and adaptability are new core skills. CEOs often get wedded to their strategies and fail to recognize as quickly as they need to that the world has changed and their strategy may need to shift.
- Third, the ability to simplify the complex, coupled with a discipline around relentless prioritization and focus, is a lock for success. Does the organization understand what the mandate is? If the CEO says something is important, do the budget and performance plans say it’s important as well? Are the KPIs for success clearly defined? Do strategic imperatives drive operational performance?
- Additionally, today’s leaders need to be able to manage enterprise risk without getting paralyzed by it.
- And finally, CEOs need to be able to develop followership and get their teams to rally as one. Hire the best. Build the team. Reward for performance. Make people feel like they are part of something they want to show up for. A large part of the workforce has migrated to transactional relationships. The companies that thrive will be those where the employees are fully invested.
Chris: Dawn, thank you for your insights and dedication to exemplary governance.
Chris Clark joined Stuart Levine & Associates as a Senior Consultant after distinguished tenures at Texas Monthly – The National Magazine of Texas, Capital Cities/ABC, Forbes, and the National Association of Corporate Directors (“NACD”).
He is recognized for his significant role in creating NACD’s “The Power of Difference,” “The Leading Minds of Compensation,” and “The Leading Minds of Governance” Conference Series, “The Directorship 100,” and NACD Private Company Directorship, as well as his contributions to NACD’s “Battlefield to Boardroom” program.
Of final note, Chris currently specializes in corporate governance, including board assessments, brand evaluations, and strategic communication audits. Let Stuart Levine & Associates help you conduct a board assessment, enhance your strategic planning, or provide CEO and C-Suite consultation by emailing me at cclark@stuartlevine.com.
