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As I mentioned in today’s blog on board leadership trends, boards have more than two models to choose from. This article from the International Institute for Management Development argues that binary discussions of “independent board chair” vs. “CEO duality” overlook “hybrid” approaches – such as a non-independent chair (e.g., founder, former CEO, significant shareholder) and an executive chair (with ongoing executive functions).

A hybrid approach can be useful in some circumstances – for example, if the company is going through a leadership challenge or other significant transition. This excerpt from the article highlights examples of how an executive chair can add value:

Executive chairs rarely emerge by accident but rather in response to a leadership need or opportunity. Five archetypes stand out, although individual cases can straddle more than one category.

1. Founder or family CEO transitions to executive chair. A founder or family member steps down as CEO but remains as executive chair to provide continuity of vision, strategic direction, culture, and investor confidence. Jeff Bezos, who became executive chair at Amazon in 2021, is one example. This archetype is common in technology and family-controlled companies, where the founder’s strategic authority and long-range perspective are difficult to replace quickly.

2. Non-founder CEO transitions to executive chair. A long-serving professional CEO moves into the executive chair role to support succession, preserve strategic continuity, and remain a visible external presence. Eric Schmidt at Google between 2011 and 2015, and later at Alphabet until 2018, and Ignacio Galán at Iberdrola are examples.

3. Temporary executive chair. A chair or outgoing CEO takes on executive responsibilities during a transition or crisis for a time-bound period to support succession, stabilize the organization, and reassure investors, regulators, or employees. James Gorman during a planned CEO transition at Morgan Stanley in 2024 and John McFarlane after the removal of the CEO at Barclays in 2015 fall into this category.

4. Transformational or governance-focused executive chair. An incoming leader is appointed with a strategic or governance-focused remit, for example, to restore credibility, drive change, or reinforce board leadership and governance in a period of transformation. Although comparatively rare, John Thornton at Barrick Gold is a good example. As executive chair from 2014 to 2024, he played a central role in strategy, major transactions, and governance.

5. Quasi-executive chair. A formally non-executive chair operates with near-full-time commitment or executive-style influence because of organizational complexity, the company’s circumstances, or sectoral demands. Mark Tucker, chair of HSBC from 2017 to 2025, is an example. This is not a formal executive chair model but in practice can closely resemble one. The archetype is most often associated with highly complex organizations, especially global financial institutions, and may represent the sharpest divergence between governance doctrine and boardroom reality.

These archetypes show why sweeping statements about the executive chair model are rarely helpful. They are stylized types, not rigid categories. The same structure can mean different things in a founder-led technology company, a global bank, and a business facing crisis, succession, or transformation.

The article examines the risks and benefits of having an executive chair – they can add leadership capacity and expertise, but companies with this leadership model may also experience the old adage of “when everyone is responsible, no one is responsible.” As you might expect, whether it’s a successful arrangement can depend a lot on the personalities and circumstances, including how well the role is defined. The article provides safeguards to improve the effectiveness of the executive chair model, and recommends that boards ask the following questions before going down that path:

1. What problem are we trying to solve? Is the company facing a founder transition, a difficult succession, a strategic transformation, a crisis, or a capability gap that genuinely requires specific experience, expertise, or additional leadership bandwidth at the top?

2. Could the objective be achieved with a non-executive chair model? Sometimes the real issue is not the chair role, but CEO support, board composition, committee design, or the need for better strategic engagement from directors.

3. What will the executive chair do, and not do? The mandate should be explicit. Executive responsibilities are easier to justify when they are confined to specific areas such as strategy, innovation, or capital allocation, rather than extending into operational management.

4. How will clarity of roles and authority between chair and CEO be preserved and made visible? The division of labor must be clear and understood by management, the board, and external stakeholders.

5. What counterweights will preserve independent oversight? The more active the chair becomes, the more important it is to have strong independent directors, independent committee leadership, and a lead or senior independent director where appropriate.

6. Is the arrangement temporary or open-ended? If it is introduced for a transition or crisis, there should be a clear review point, an expected tenure, or a sunset clause.

The bottom line is that it’s okay (maybe even encouraged!) to think outside the box, but boards still need to be clear about who is in charge and why.

– Liz Dunshee