When Should You Hire an Independent Chair?

Last week, I delivered a Masterclass on running valuable board meetings for CEOs without an independent chairperson.

At the end, one of the CEOs asked this question:

"When should a company hire an independent chair?"

Here's my answer.

The CEO as Chairperson

In the early stages of your company, the board is small, say 3 to 5 people, and consists of the CEO, the lead investor, and other co-founders and investors. As the stakes are relatively low, governance is largely trust-based, rather than process-driven.

The CEO chairs the meeting, which means they:

• Schedule the meeting
• Set the agenda
• Run the meeting
• Moderate differences of opinion
• Onboard new board members

What an Independent Chairperson Does

While you can be an effective chair as a CEO, there are some things you can't do:

• You can't lead your own performance review.
• You can't run an executive session that's about you.
• You can't mediate a conflict where you're involved.
• You can't have a succession conversation about yourself.

In addition, it can be hard to engage both as a CEO and moderate the meeting at the same time.

This is what an independent chair does in addition to the above:

• Runs the CEO performance review
• Holds 1:1s with the CEO (without the board)
• Leads the executive session (without the CEO)
• Mediates conflicts between co-founders and/or investors

It follows that the ideal profile of an independent chair is:

• An experienced ex-CEO who can act as a mentor to you
• A skilled conflict mediator and negotiator
• Someone who is economically independent, who'll work for fees ($50–200K) and only a very small equity grant

It can be a time-consuming process to find someone like this, taking 3–6 months. It's not something to take lightly.

So what are the triggers for hiring an independent chair? There are three.

1. Your Investors Want One

Investors may want you to bring on a chair for several reasons:

• They believe you'd benefit from the guidance of an experienced operator.
• They want to increase the credibility of the board ahead of a capital raise or M&A.
• The board is dysfunctional and they want a third party to mediate.
• They want more governance and someone else to manage it.
• They're concerned you're not the right CEO.

2. The CEO Wants One

Sometimes, the CEO decides to bring on a chair. Here are a few of the reasons:

• The board is too big to manage (>7 seats) and distracts them from running the business.
• The board is dysfunctional and too hard to moderate.
• The CEO craves mentorship, professional growth, and feedback the board can't give.
• The CEO believes a chair can increase the chance of a capital raise or M&A.
• The CEO feels lonely and wants an ally on the board.

3. The Market Wants One

Public market investors and bankers expect the chair and the CEO to be different people. That’s why it’s common to bring on an independent chair 2–3 years ahead of an IPO in order to set up the right governance, including audit and compensation committees.

What an Independent Chairperson Can't Do

The lead investor on one of my CEOs' boards left their VC firm. The firm sent in a replacement, but the new partner wasn't as engaged as the previous one. So the CEO went to their chair for help.

The chair gave the CEO some advice:

"There are a lot of things I can help you with, but making people care about you and your company is not one of them. That's your job."

A chair can help you run board meetings so you get as much value as possible. They can set the agenda, mediate conflicts, and improve dynamics.

But they can't make people care about your company. And they won't always do what you want.

So whether you have a chair or not, winning the hearts and minds of your board is still on you.

Related Reading:

• Struggling with board alignment? Here’s how to drastically improve your board dynamics.
• Want more value from board meetings? Start with these 7 questions to get value from board meetings.
• Navigating tension on your board? Here’s how to manage a difficult board member.
  
  

Originally published on May 20th, 2026