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Governance
The perfect power couple? When the board needs an executive chair
A valuable source of stability and leadership capacity, or a governance model that blurs accountability and boxes in the CEO? Hans-Christoph Hirt and Roger Barker explore the benefits and pitfalls of the executive chair.
Corporate governance codes and investor expectations favor independent, non-executive chairs. They treat chair-CEO duality and executive chairs with caution. Yet the demands placed on chairs have expanded significantly: strategy engagement, crisis leadership, CEO succession, investor and regulator engagement and, in some complex or highly regulated organizations, a near-executive-level time commitment.
Many organizations no longer fit neatly within the binary of independent chair versus chair-CEO duality. They operate across a spectrum of models, ranging from traditional non-executive chairs to formally appointed executive chairs and, increasingly, quasi-executive chairs whose involvement goes far beyond the conventional understanding of the role.
The debate needs to move beyond that binary. Executive chairs are neither inherently a sign of strong board leadership nor governance failure. They are best understood as context-dependent responses that emerge when the demands placed on the role outgrow traditional categories.
The real question is not simply structural (should we have an executive chair?) but practical: what leadership challenge or opportunity is the organization trying to address? Could it be addressed within a non-executive chair model? If not, how can the board preserve clarity of roles and authority between chair and CEO and executive accountability? This is a more useful starting point than the familiar debate over whether separating the chair and CEO roles, and insisting on a strict definition of independence, is always best practice.
The expanding chair role
The role of the chair has changed over the past decade. In many companies, it is no longer confined to leading the board, ensuring sound process, and holding management to account. Chairs are increasingly expected to shape strategic debate, support and challenge the CEO more actively, engage major shareholders, represent the board externally, and help steer the company through periods of uncertainty or transformation.
In some sectors, especially large financial institutions and highly regulated businesses, the time commitment can be substantial. This has contributed to the emergence not only of formally designated executive chairs but also of quasi-executive chairs: individuals who are nominally non-executive, but operate with a degree of involvement, intensity, and influence that stretches the conventional understanding of the role.
For boards, this shifts the question from whether the chair should be non-executive or independent to how much and what type of leadership capacity is needed, how that capacity should be divided, and what safeguards are needed when the chair becomes more involved in strategic and executive functions.
Beyond binary: a spectrum of models
Rather than a binary choice, it is more realistic to frame the options as a spectrum of chair models. In major markets, four models can be mapped across two dimensions: independence and executive involvement. These are the independent chair, the non-independent chair (such as a founder or former CEO), the executive chair, and the combined chair-CEO.
The global picture reinforces the inadequacy of binary thinking. In the US, all four chair models are legally permissible and used in practice. Spencer Stuart’s 2025 US Board Index shows that 61% of S&P 500 boards separate the chair and CEO roles. Within that group, about 42% have an independent chair, 7% a non-independent chair, and 13% an executive chair. The remaining 39% combine the two roles. No single model dominates as governance orthodoxy sometimes implies. Europe is more constrained by legal and regulatory frameworks. For example, in Germany’s two-tier board system, the separation of supervisory and management functions is mandatory, so the supervisory board’s chair cannot take on executive functions. But, even in Europe, there is variation. Executive chair and chair-CEO structures are relatively common in Italy and Spain, and the executive chair model has a meaningful presence in Switzerland. Executive chairs are also present in parts of Asia. In Singapore, for example, 23% of Straits Times Index chairs were “executive” in 2022, according to Spencer Stuart’s Singapore Board Index.
The four models place different emphasis on the chair’s core functions: oversight, board leadership, strategy, and executive activity. This helps explain why the executive chair model can be attractive. It appears to bridge a familiar trade-off: deeper strategic and organizational engagement than a traditional non-executive chair, without fully combining board leadership and executive authority in a single person, as with chair-CEO duality. That hybrid quality makes the model potentially valuable, and also risky.
Why executive chairs emerge: five archetypes
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.
- 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.
- 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.
- 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.
- 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.
- 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 executive chair can provide strategic coherence, or it can erode the boundaries between governance and management. Everything depends on how individuals interpret their boundaries.
Executive chairs in practice: what directors say
Boardroom testimony is helpful because it shows how executive chair arrangements operate in practice rather than just on paper. According to interviews we conducted across markets in late 2025, directors’ views are mixed. Some see the executive chair as a stabilizing, value-adding presence, particularly in transitions and complex strategic settings, while others see it as a source of blurred accountability and undermined CEO authority.
As one UK director put it: “The executive chair can provide strategic coherence, or it can erode the boundaries between governance and management. Everything depends on how individuals interpret their boundaries.”
Directors were particularly cautious when the executive chair was a former CEO who struggled to let go. A European board member observed: “If the chair refuses to step back from operational activities, the CEO starts the job already boxed in.”
Several directors described how easily management may look past the new CEO and revert to the chair as the source of authority. The governance risk is not only formal overlap, but the practical relocation of authority back to the chair.
Other directors emphasized the benefits of a more engaged executive chair in fast-moving, innovative, or strategically complex environments. A US technology director said: “A traditional non-executive chair often isn’t close enough to the cutting edge of innovation. An executive chair can ask the questions that really matter.”
However, even supporters of the model acknowledged the risks of concentrating authority, and several noted that investor sentiment remained skeptical. An audit committee chair observed: “We spent half our time explaining to investors why this wasn’t a power grab. By the end, I think we were reassuring ourselves as much as the shareholders.”
Attitudes remain strongly shaped by local governance traditions and practice. In some markets, especially those with a rules-based separation between oversight and management, or a strong best-practice norm in favor of that separation, the idea of an executive chair can feel uncomfortable.
A balanced view came from a director who had seen both models work and fail: “I’ve served on boards where independent chairs micromanaged and executive chairs fostered genuine engagement. What matters is whether directors feel empowered to challenge, information flows freely, and the board adds real value.”
Benefits and risks: where executive chairs add value, and where they go wrong
Executive chair arrangements are best understood as a set of trade-offs. They can add leadership capacity and valuable expertise, but they increase the risk of blurred accountability and concentrated authority.
In the right circumstances, an executive chair can provide continuity, sustain strategic momentum through succession or transformation, support a new CEO, or add focused executive capacity in areas such as innovation or capital allocation. The model can also strengthen external representation during periods of crisis or heightened stakeholder scrutiny.
Bezos remains closely involved in Amazon’s long-term agenda, particularly in relation to new ventures, after stepping down as CEO. Galán’s continuing role at Iberdrola helped reinforce strategic continuity. Gorman’s period as executive chair at Morgan Stanley supported an orderly CEO transition. Tucker at HSBC showed how, in a complex financial institution, a chair can become an unusually active strategic actor without formal executive status.
The risks are equally real: power can become concentrated too easily; accountability between chair and CEO can blur; and the CEO’s authority can be weakened, especially if the chair remains the dominant strategic or organizational figure. Temporary arrangements can harden into permanence. When the rationale is poorly explained, investors and other stakeholders may see the model as a governance red flag rather than a legitimate response to circumstances.
Disney’s experience during Bob Iger’s temporary role as executive chair is a reminder of how difficult these arrangements can be. A role intended to support a CEO transition can, if not tightly controlled, leave a successor with too little room to lead and too much ambiguity about who is in charge.
For boards, the lesson is not to embrace or reject the executive chair model in the abstract. It is to be explicit about the trade-offs, the problem the arrangement is intended to solve, the division of roles and authority between chair and CEO, and the safeguards needed to preserve accountability.
A board-level diagnostic: what to ask before adopting an executive chair model
- 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? - 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. - 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. - 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. - 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. - 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.
Safeguards that matter
Where executive chair arrangements are adopted, the quality of the safeguards is likely to determine whether the structure strengthens leadership or erodes governance. The most important safeguards are straightforward:
- Clear delineation of roles and authority between chair and CEO in formal role descriptions.
- Disclosure of the chair’s mandate.
- Strong independent directors and independent committee leadership.
- Externally facilitated board effectiveness reviews.
- Where the executive chair is an outgoing CEO, visible steps that make the transfer of authority real rather than symbolic.
- Regular board review of how the arrangement works in practice and whether the rationale remains robust.
These safeguards prevent a hybrid role from becoming an opaque concentration of influence, undermining board oversight and CEO authority. The more executive the chair becomes, the more disciplined the board must be about transparency, counterweights, and review.
Governance does not fail because boards depart from orthodoxy; it fails when they do so without clarity about who is in charge, why, and how.
Board decision
The long-running debate about board leadership has been framed too narrowly. Boards increasingly operate across a spectrum of chair models, reflecting the role’s changing realities and the growing demands of strategy, succession, crisis leadership, stakeholder engagement, and organizational complexity. Executive chairs are neither a sign of strong leadership nor poor governance. They are context-dependent responses to situations in which boards judge that the generally preferred non-executive model does not meet the organization’s needs.
The question for boards is not whether executive chairs are legitimate. It is whether the organization faces a leadership challenge that this model is well suited to address. If so, what exactly is the mandate, and what safeguards are necessary?
The rise of executive and quasi-executive chairs is not simply a challenge to governance orthodoxy. It is a reminder that governance does not fail because boards depart from orthodoxy; it fails when they do so without clarity about who is in charge, why, and how.
- This article draws on the authors’ research for a white paper on Executive Chairmanship, published by the Center for Governance.
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