Private Company Governance: Why You Need a Strong Board of Directors

Bruce Werner has a blunt message for company owners. “Owners are leaving money on the table. They’re not getting full value from their boards,” he says. “We can improve the outcomes in your business, make your life a little better, and take risk out of the business by having a board do what it ought to. And it doesn’t take that much more effort. You just have to ask a few important questions.”

Werner came up in the family business, a $500 million company that made ladders until it was sold in a leveraged buyout in the mid-90s. After the sale, Werner started, grew, and sold four companies, was a partner in a private equity fund, and served on more than 10 boards, mostly for family-owned firms.

He’s distilled all of that experience into two books, Your Ownership Journey: 12 Secrets for Personal and Business Success, which published in 2022, and Navigating Private Company Governance: The Savvy Business Owner’s Guide to Developing an Effective Board, which published in 2023.

We interviewed him in the wake of the publication of Navigating Private Company Governance and asked him about his advice for business owners wondering whether they need a board of directors for better corporate governance.

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What is an Interim Executive Director and Why Would You Want One?

The concept of an Interim Executive Director (ED) isn’t well-known among nonprofit organizations…yet. But, it’s becoming more mainstream and for many good business reasons.

On average, it takes a Board of Directors 9 months to recruit a new Executive Director. By the time they are on-boarded and contributing, a year may have passed since the departure of the prior nonprofit leader.

While nonprofit board members may step up to “mind the gap,” the truth is that stakeholders — employees, partners, and funders — can lose confidence in your organization during this leadership transition and key employees may leave.

Organizing payroll, developing a budget and/or managing human resources may keep the lights on, but without someone filling the executive director role during the transition period, your organization can be harmed and stymied while the Board is focused on the executive search for a new ED.

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Firing a CEO: The 4 Questions Every Board Should Ask When the CEO Needs to Go

So you’ve made the decision that a change needs to happen at the CEO level, and heaven knows it’s painful! You rely on the CEO as quarterback of the team. It feels like the chief executive is indispensable. But you signed up for service on the board of directors. You know that while corporate governance is a general and varied responsibility, the shareholders trust the board to choose the right CEO. It is, perhaps, the board’s most important decision.

Of course, you’ll go through a permanent search that will be thorough, even if internally focused.

But what happens if you need to fire the CEO and find a new leader right now? Having a CEO exit with no CEO succession plan in place can create a leadership vacuum. The resulting instability within the organization can cause major issues and harm company performance.

The need for a new Chief Executive Officer, the right Chief Executive Officer, is urgent.

After a CEO dismissal, the first thought for many public companies is to look around the boardroom table to see who’s brave enough to be named interim CEO for Sarbanes Oxley compliance.

But, where’s the guts in just appointing a placeholder to keep the seat warm?

The modern world now presents you with a far more robust choice: a true interim CEO. A veteran executive who’s been there, done that. Who is expert at jumping into companies going through points of change. And who is accountable for action and results.

When considering whether to bring on a placeholder versus a true interim CEO until you can hire and onboard a new permanent CEO, here are the questions to ask at your next board meeting.

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Boards Must Address Technology Risks and Opportunities

In the tsunami of digital transformation, it has dawned on boards that disruptive technologies pose not only a great opportunity, but also bring inherent risks. New technologies bring great promise to help businesses grow, improve efficiencies, and seize new markets. On the other hand, when an organization decides to embrace new technologies, they will come face-to-face with new business models and regulations that are unlike what they have ever seen before. 

Boards may not be fully equipped to face the onslaught and speed at which new technologies are infiltrating the business sector. In fact, according to the 2018–2019 NACD Private Company Governance Survey, 80% of directors say that boards need to expand their knowledge of the challenges and risks of emerging technologies. 

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Warfare at the Top: CEO vs Chairperson Battle Royale

We just experienced possibly the largest wave of CEO departures in recent history. Was it due to falling profits? Poor succession planning? Or is there more drama behind the scenes? Think firings, hurt egos, politics, and personal infighting. Author Isabelle Nüssli uncovers one of the big reasons for turmoil at the top ― the fractious relationships between egos at the executive level, particularly between CEO and chairperson. Hence the brilliant title of her new book, Cockfighting: Solving the Mystery of Unconscious Sabotage at the Top of the Corporate Pyramid.

“When you read the news, usually the reason [given for the CEO leaving] was strategy misalignment or different leadership style or different chemistry, etc. But the story that is not put out to the public is that there was a relational conflict, which apparently is the case most of the time,” says Nüssli.

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Top Questions Companies Should Ask an Interim Executive in an Interview

We have spent years developing a methodology for matching companies and executives, but ultimately at the top of the list is chemistry between the executive, private equity fund, company owner, or management team. So once we suggest an executive or team to fit a company’s needs, the question usually arises: what questions should I be asking in an interview to see if it’s a good fit?

Here are a few recommendations so you will be armed with targeted questions for the interview process:

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Interim Tackles Challenges When CEO and CFO Fired for Stealing From Public Company

Everything seemed to be going well for a public software company. Growing at a rate of 50-100% for three years straight, the company was gaining momentum until one day it all came to a screeching halt. Just weeks before the annual 10-k report was due the board uncovered that the CEO and CFO had been taking a few too many creative liberties with expense reports and were stealing money from the company…yes, they were embezzling funds – a nightmare scenario for a public company.

The board went to work, firing both of the full-time executives for cause. They immediately appointed an Interim CEO and reached out to us at InterimExecs to bring in an Interim CFO to help them navigate through murky waters.

“It was a full-fledged crisis that included issues with culture, staff, investors, analysts, debt holders, Board members, auditors, the SEC and activist shareholders,” said a board member.

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Entrepreneurs, Get a Real Board, Already

Bill Merchantz, founder of Lakeview Technology, has done pretty well. His first company went public after he exited and his second sold to a big PE fund. But he told me he had one regret in forming a company – he wished he’d had a formal board of directors early on.

An active board filled with diverse skillsets can save an entrepreneur from himself.

Successful entrepreneurs forming a company have to master the paradox of being both stubborn and thick-skinned while simultaneously listening and being open to change. The best vehicle for that sounding board is a board, so why don’t more entrepreneurs create a brain trust?

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Interim executives deliver real results, in real time, real quick. An interim is unique in the depth and breadth of experience they bring to bear. This allows an interim to see hidden value in existing products/processes/systems, implement actionable strategies and gain true alignment necessary to optimize the business. The interim will review the investments the company has made into processes, organizational structure and systems. This will lead to a focus on the areas which can be easily measured and might yield the quickest return on investment such as profits, systems and process efficiency.

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