Materials science multinational, Dow Inc, announced a leadership shakeup in April, naming chief operating officer Karen Carter as its new chief executive. A Dow veteran of more than 30 years, Carter will become CEO on July 1, replacing Jim Fitterling who will move the role of executive chairman.
Fitterling has helmed Dow through turbulent conditions since 2018, including strong economic headwinds that saw the company announce a sweeping $2 billion restructuring in January.
As Carter takes up the reins, the stakes are vertiginous. While Fitterling has publicly welcomed her into the top job â calling her appointment the product of a âdeliberate, multi-year succession process,â and promising âcontinuity and strong executionâ â the road ahead is steep. And not least because her new board chair is her former boss.
Iâve written extensively about what new CEOs should do to build alignment with their board chair. Iâve also written about what it takes for CEOS to transition successfully into the chairman role. But the conundrum in front of Karen Carter and Jim Fitterling is quite different. And itâs a conundrum that more leaders are likely to face.
In the United States, combined CEO-chairman positions have fallen from roughly two-thirds to just over half of the largest companies in the past decade, and the number keeps declining under investor pressure. The trend toward separating CEO and chairman roles is accelerating. And if youâre a senior executive on a succession track, thereâs a reasonable chance youâll find yourself on one side of this equation. Navigating this kind of dynamic deserves its own playbook.
When I wrote about the roots of CEO-board misalignment, I described the shift from âcourtship modeâ to operational reality: the honeymoon ending as soon as views that seemed aligned in principle begin to diverge in practice.
When the chair is an independent director, this gap is natural and manageable: both parties are discovering each other for the first time. But when your new chair is the person who ran the company before you â and managed you â there is no courtship gap. Instead, thereâs something more dangerous: the assumption that you are already perfectly aligned.
Fitterling and Carter have worked together for years. They know each otherâs styles, preferences, and blind spots. This familiarity can be an enormous asset. It can also be a trap. Familiarity can tempt both parties to skip the deliberate work of redefining a relationship that has fundamentally changed.
Three features make this variant especially hard.
The power dynamic must invert, but habits resist. Carter reported to Fitterling. Now he reports, in governance terms, to the full board while she runs the company. Years of organizational hierarchy wonât simply dissolve on July 1. The reflexive patterns persist: who defers to whom in a meeting, who has the last word on strategy, who will the organization look for signals? In our research, my colleague Didier Cossin and I found that the drive to ârun the showâ is what gets CEOs to the top in the first place. Itâs core to their identity. Letting go of that urge while remaining ultimately responsible is the central paradox of the chairman role.
The strategy belongs to the predecessor. In a typical chair-CEO relationship, the new CEO arrives with a mandate the board has validated independently. At Dow, Carter is inheriting Fitterlingâs strategy: his âtransform to outperformâ plan, his capital allocation decisions, his technology bets. When the architect of the strategy is sitting in the boardroom as your chair, the pressure can feel immense to execute faithfully rather than adapt boldly. And most of this remains unspoken, making it harder to address.
The chairâs identity is still entangled with the company. Every time the new CEO makes a decision to do things differently, it can feel like a judgment on the outgoing CEOâs tenure. This is why many governance experts consider the CEO-to-chairman transition within the same company inadvisable. But inadvisable doesnât mean impossible.
Peter Brabeck navigated it successfully at NestlĂŠ. At Nike, Phil Knight stumbled with his first CEO successor but made it work with Mark Parker. The difference wasnât luck. It was intentionality.
One of the most valuable things a non-executive chair can do is engage with the external environment in ways the CEO canât.
Fitterling has earned enormous credibility during his eight years leading Dow. He transformed a commodity chemicals business into an innovative materials science enterprise. He navigated overcapacity, tariffs, and a pandemic. The temptation to protect that legacy by staying deeply involved will be real. He should resist it, deliberately and visibly.
Make the role shift unmistakable to the organization. Changing titles isnât enough. The signals have to be loud and clear. Who leads the earnings call? Who speaks at industry events? Who does the senior team go to with operating decisions? Every time the outgoing CEO remains the visible leader, it sends a message about who is really in charge. Disney offers a cautionary tale. Bob Igerâs transition from CEO to executive chair is widely believed to have contributed to Bob Chapekâs inability to establish himself. Igerâs eventual return confirmed that the successor never truly had the job. Fitterling shouldnât let that happen here.
Put a timeline on your own withdrawal. Fitterlingâs LinkedIn announcement said he would focus on âlong-term strategy, governance, and key external relationships.â And thatâs fine as a starting point, but it needs a built-in taper. The outgoing CEO should agree in advance with the board on milestones for stepping further back at six months, twelve months, and beyond. Fitterling should calibrate involvement to Carterâs evolving needs, not his own comfort level.
Redirect your energy outward. One of the most valuable things a non-executive chair can do is engage with the external environment in ways the CEO canât. With current tariff volatility, geopolitical instability, and AI reshaping industrial business models, Fitterlingâs relationships with policymakers, regulators, and global partners could be a genuine asset to Dow right now. This is where his experience creates the most value without encroaching on Carterâs operational authority.
Donât let âcontinuityâ become a constraint. Fitterling wrote on LinkedIn that Dowâs âdirection is unchanged.â Thatâs a natural thing to say in a social media post. But if continuity becomes a test of loyalty, Carter will be boxed in before sheâs begun.
Establish your own strategic voice early. As incoming CEO, it isnât your job to be a caretaker of your predecessorâs strategy.
Carter knows Dowâs operations deeply. Sheâs been a leading succession candidate for years. But the transition from COO to CEO is a significant identity shift. Making that shift under a predecessor who stays on as executive chair adds a layer of complexity that she must manage actively.
Renegotiate the relationship explicitly. I have written about the eight-step framework for building CEO-chair alignment.
Eight steps to build CEO-chair alignment
That framework applies here, but with a crucial difference.
Carter and Fitterling must do this work despite feeling they already know each other well. The written boundaries matter more, not less, when both parties assume theyâre aligned. They now need to sit down and answer questions that years of working together never required. What decisions does Carter make without consulting Fitterling? What information flows between them, and how often? How will disagreements be handled when they arise? The fact that these conversations feel unnecessary is precisely why theyâre essential.
Establish your own strategic voice early. As incoming CEO, it isnât your job to be a caretaker of your predecessorâs strategy. Dow operates in a world that is shifting fast: cyclical downturns, supply chain realignment, the transformation agenda around automation and AI. Carter must communicate her own strategic perspective within the first 90 days, even if it largely aligns with the existing plan. If the organization understands the strategy as yours, you have room to adapt it. If they see it as inherited, every adjustment looks like disloyalty.
Build your own team. Donât keep your predecessorâs leadership team out of loyalty. Keep them because theyâre the right people for what comes next. If theyâre not, make changes early. Should Carter defer decisions about her new team, the organization will begin to assume the status quo is permanent.
Anchor yourself in the independent directors. When the chair is your predecessor, thereâs a risk that the board defaults to the familiar relationship. In this case, Carter must invest early in building direct relationships with independent directors. Sheâll need to ensure her performance evaluation comes from the full board and is not filtered through Fitterlingâs lens. The boardâs job is to support the success of their new CEO. If you are an incoming CEO like Carter, youâll want to make that expectation clear.
The best chairman-CEO pairs Iâve studied succeeded not because the individuals were exceptional, though often they were. They were successful because they treated the relationship as something to be engineered. They defined boundaries, revisited them regularly, and adapted as circumstances changed. They did the work even when it felt redundant. If your new chair is your old boss, the imperatives are clear. Define the boundaries. Honor them. And keep talking, especially when it feels like you donât need to.
Fitterling and Carter have the ingredients for a successful transition: a deliberate succession process, deep operational experience on Carterâs part, and evident respect for the handoff. But ingredients arenât a meal. The next 12 months will determine whether Dow becomes a model transition or another cautionary tale.
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