A number of high-profile CEOs have left their positions, but not their companies, to step into the role of executive chair (EC) of the board.
While the independent chair structure is far more prevalent—and some investors take the view that the board should only be led by an independent chair—approximately 10 percent of S&P 500 boards have an EC.1 For the purposes of this article, executive chair is defined as a person who serves as board chair and is also member of management—but isn’t the CEO and doesn’t occupy any other executive roles at the company.2
This article looks at how companies are using the role, discusses investor concerns, and offers questions and considerations for boards, including the following:
- Begin the CEO succession planning process early.
- Define the scope of each leadership role to minimize the potential for conflict.
- Consider investor perspectives and provide robust disclosure.
- Set compensation in line with the EC’s responsibilities—and prepare to explain it to investors.
1According to the 2019 U.S. Spencer Stuart Board Index, 34 percent of boards in the S&P 500 have an independent chair. The percentage of ECs in the S&P 500 (10.2 percent) is based on analysis of BoardEx data conducted by the KPMG Board Leadership Center in January 2020.
2Only those individuals who were identified as the executive chair in the company’s proxy materials were included in this study.
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An analysis of the use of the executive chair role among S&P 500 companies
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