A ‘Lead Director’ May Destabilize Boards

To the Editor:

Eugene Fram’s opinion piece (“Designating a ‘Lead Trustee’ Can Help Boards Improve Their Operations,” June 2) discusses the novel idea that the creation of a “lead director” can solve many of the areas of dysfunction that habitually affect nonprofit boards.

While I cannot speak to the efficacy of this model in the corporate world, I would urge extreme caution before adopting it for our sector.

First, let’s discuss the notion that the lead director would play a role building a strong relationship between the CEO and the chair.

There is a fundamentally flawed idea that permeates the nonprofit board room: that there is a privileged relationship between the chair and the CEO.

Actually, the chair’s role should be one of facilitator and convener, not bully pulpit or even principal devisor. Of course, the chair is a key position, and I am not minimizing it; rather, I am reframing it. The CEO has one and only one boss: the board as a whole, not individuals, including the chair.

My fear is that by adding the lead director position, the board will become more individualized, and the distance between the CEO and the greater board will get wider. Not only will the CEO have to filter through the chair, he or she will be spending much time managing the highly individualized position of lead trustee.

Additionally, even for boards that operate under the more traditional model of the chair being a major decision maker, the lead directorship would probably cause triangulation.

Second, I have concerns about the contention that the lead director would assist the CEO evaluation process: It never should be the purview of one or two individuals to lead an evaluation process. The lead trustee would undoubtedly play a disproportionate role in the evaluation, leading to potential disenfranchisement of the greater board, and skewed evaluation results.

Remember, the lead director is still a member of the board, and I disagree with the idea of empowering one individual with all the responsibilities that Mr. Fram describes. This approach will ultimately disempower other board members, and potentially the CEO as well.

The key governing partnership in a nonprofit is the board and the CEO, not the chair and the CEO, or the chair, lead director and CEO.

Jonathan D. Schick

President

Goal Consulting

Dallas

Mr. Schick is the author of The Nonprofit Secret: Six Principles of Successful Board/CEO Partnerships.