So Your Board Chair Is Due to Step Down

By Kaitlin Quistgaard 

Given the powerful role a board chair plays and their impact on overall board effectiveness, you might think that the selection process is as formal and rigorous as the naming of a new pope, minus the tall hats and smoke signals. In reality, many boards would benefit from a little more structure, intentionality and transparency around chair succession. 

More than once, we have heard board members convey frustration and disappointment with a lack of process around the chair transition. One director, describing such a situation, observed that the transition amounted to “an anointment” rather than a well-considered board decision.   

At the other end of the spectrum, we have worked with boards that take considerable care to establish and follow a multi-year succession plan culminating in a broadly supported transition. Each approach has consequences, some good and others not so much, almost always setting a tone for the chair’s tenure and for board dynamics in general. 

The Selection Process Can Affect the Chair’s Success 

Chair succession can be harrowing or reaffirming, no matter how capable the full board. A murky selection process can undermine the board’s trust in its leader and overall board cohesion. Board members who aren’t included in or barely apprised of the selection process may later feel that they only “went along” with the selection and are dissatisfied with the choice, which can lead to a predisposition to disagree with the chair’s ideas.  Even board members who heartily support the choice of chair may feel alienated by a lack of process or balk at the realization that their opinion wasn’t solicited. 

Not surprisingly, a new chair who has been elevated into the position by a small group without an adequate process may find it hard to accomplish their goals. Board members may assume the chair has undue allegiance to those who ushered them into the role or be suspicious of their motives. Even the presumption of bias can lay the groundwork for distrust and other negative dynamics that threaten the collegiality and productivity of the board, and make the new chair’s job much, much harder. 

“A murky selection process can undermine the board’s trust in its leader and overall board cohesion.”

In contrast, a transparent, inclusive process fosters greater board alignment. When board members have an opportunity to ask questions and share opinions, they are assured that their perspective was heard. Even if the ultimate selection is not what a board member preferred, a well-run process gives everyone confidence in how and why the decision was made, which builds broad support for the selection process and for the chair themselves. 

The chair then begins their leadership with the goodwill and presumably enthusiastic support of the board, and ideally with time to lean in and learn even more about the company, the CEO, and the role before assuming the responsibility. The board also benefits from having reinforced a healthy culture and adherence to best practices in which responsibilities and processes are well understood and consistently relied on for decision making. This provides a solid foundation for board alignment, open discussion, and greater board effectiveness. 

Do Your Next Leader the Favor of Putting Process In Place 

Robust succession planning for the board chair generally takes place well before the current chair is due to exit, allowing for a thoughtful nomination and vetting process, soliciting feedback ahead of an election, and sufficient time for the incoming and outgoing chairs to work together, setting everyone up for a successful transition.  Sometimes, though, even the most proactive of boards finds itself with an imminent chair transition and needs to decide upon a new leader in short order.  

“Robust succession planning for the board chair generally takes place well before the current chair is due to exit.”

Regardless of where your board sits on the spectrum of preparedness, ensuring that you follow a solid selection process will be to your benefit, helping the board reach a successful outcome and giving the new chair a fair start. A respected advisor can ensure objectivity throughout the process and protect against favoritism or politicking. Your goal will be to orchestrate a smooth transition that will set the stage for better board dynamics and greater board effectiveness. To get there, consider this basic outline for a transparent selection process: 

Get Organized For a Successful Chair Transition 

1. Consult Bylaws & Clarify Requirements

Start with the fundamentals: The Nominating & Governance Committee typically leads the chair succession process. The committee members will want to familiarize themselves with any explicit requirements for the chair’s role and selection process as described in the bylaws. If the bylaws don’t reflect current practices and expectations, the committee will want to update them at some point in the governance maintenance cycle. Relying on the advice of the corporate secretary to “keep the house in order” is a common best practice.  

2. Define the Role & Articulate Qualities Sought
   

Ensure the board chair’s responsibilities and desired leadership qualities are well-defined. A written description of the role will help the selection committee avoid reaching for the “easy answer” but instead think more broadly about prospects and engage in an objective evaluation of candidates. It will also ensure potential candidates understand the breadth of responsibilities before they sign on.  

The current chair and CEO likely have a good grasp of the responsibilities, and perhaps strong perspectives on upcoming shifts in the role that might be necessary or desirable. Typically an upcoming change in board chair is seen as an opportunity to think carefully about the leadership style, culture, and direction the board and CEO would like to cultivate going forward. No matter how successful or admired the current chair, the transition represents a rare opportunity to adjust course and calibrate for the future. 

The full board is often invited to weigh in on the leadership qualities and character traits that are most valued or will be most needed going forward. In such a case, an objective governance advisor may solicit opinions from all board members about the qualities needed in a new chair and which of their peers they believe has these qualities.  

As the Nom & Gov Committee begins identifying potential nominees, committee and/or board leadership may have candid conversations with these individuals about their likely capacity to take on the role. The committee may also plan for candidates to have exposure to committees they haven’t yet served on, opportunities to chair other committees, and/or more time with the CEO, given that strong alignment with the chief executive will be critical to success as chair. 

Some boards conduct confidential peer interviews or surveys to surface insights about each board member relative to the qualities sought and to better determine which members have the personal qualities and respect of their peers to be a good cultural fit with the chair role. 

“No matter how successful or admired the current chair, the transition represents a rare opportunity to adjust course and calibrate for the future.”

3. Ensure a Transparent Process

Ensure the full board is periodically informed about the selection process. Establish and communicate guidelines for each stage, including the committee’s approach to identifying and evaluating candidates, gathering feedback, ensuring a candidate’s capacity to undertake this demanding role, and making a recommendation to the full board.  

Given that the chair role can significantly impact strategic direction and leadership dynamics, the CEO’s perspective will be important at various steps along the way to a decision.  
 
Among the important considerations:  

• How will prospective candidates be identified? 

• When and how will the CEO be involved in considering candidates?  

• How will feedback from directors be solicited and collected?  

• What process will the committee use to consider qualifications and ultimately to make a recommendation to the board?  

• When will the full board vote to elect a new chair? 

4. Determine Whether External Candidates Should Be Considered 
   

5. Set a Timeline

When term limits are in place, the nom & gov committee has a good sense of when the transition will need to occur. Even without term limits, there is usually plenty of notice, such as when a long-standing chair plans to retire from the board. Long-term succession planning for the chair role typically begins about 18 months ahead of an upcoming transition, allowing time for the board and CEO to identify and agree upon a successor, and for the incoming chair to expand their knowledge and relationships, often working closely with the outgoing chair to ensure a smooth transition. Preparations should definitely begin at least 12 months ahead of a change. When time is tight, a well-defined schedule helps keep the process moving to elect a chair expeditiously. 

Pitfalls to Avoid 

• Starting too late. Ideally, the board begins chair succession planning 12–24 months ahead of a planned transition. 

• Over-relying on a single candidate. Boards should consider multiple qualified candidates, evaluate them against a common framework, and discuss strengths and concerns candidly. 

• Neglecting CEO alignment. If the CEO and chair are mismatched in their values and goals, neither will be set up for success in their role. 

• Aiming to replicate the outgoing chair. Every leader brings their own experience, background and style and creates their own dynamics. Focus on the qualities needed going forward rather than how a new chair might compare to a previous one. 

• Allowing politicking to interfere with goals. Stay focused on the process outlined and qualifications identified to circumvent campaigning within the board. Rely on a governance advisor to ensure objectivity.  

• Not bringing others along. Inclusiveness should be a goal even if consensus is not realistic. 

Conclusion: Use the Transition to Set the Board Up for Effectiveness 

A well-orchestrated chair transition sets the tone not only for board leadership but for boardroom culture in general. When the process is transparent, inclusive, and grounded in long-term planning, it encourages strategic thinking about future needs, while grounding the board in respect for governance norms. A well-communicated process allows board members to align on expectations, rally around shared priorities, and encourage the incoming chair to lead with confidence. 

Conversely, a poorly managed transition can erode trust and alignment, fuel disengagement, and diminish the board’s ability to function cohesively. By investing in a thoughtful process, boards not only reduce the risk of such outcomes -- they reinforce the norms of accountability and openness that underpin high performance.  

Starting a new leadership chapter with excitement and enthusiasm about the future is energizing, no matter how much the past chair was respected. By treating the selection of a new chair as an exercise in strategic foresight and culture building, the board goes beyond securing appropriate leadership and models the thoughtful and proactive approach that will make it effective in all of its responsibilities. 

About the Author

Kaitlin Quistgaard is Senior Vice President of Board Excellence at Boardspan. She advises boards on governance and performance with a focus on fine-tuning board practices to increase the opportunities for board members to make their greatest contributions. She also oversees Boardspan's CEO Review practice, bringing deep expertise to the process of evaluating performance and delivering constructive feedback to chief executives. Her work supports effective oversight and equips directors to lead through complexity and change.

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