Dow Inc: When your new board chair is your old boss

Why the predecessor-as-chair dynamic is different

When I wrote about the roots of CEO-board misalignment, I described the shift from “courtship mode” 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 – and managed you – there is no courtship gap. Instead, there’s something more dangerous: the assumption that you are already perfectly aligned.

Fitterling and Carter have worked together for years. They know each other’s 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 won’t 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 “run the show” is what gets CEOs to the top in the first place. It’s 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 Fitterling’s strategy: his “transform to outperform” 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 chair’s 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 CEO’s tenure. This is why many governance experts consider the CEO-to-chairman transition within the same company inadvisable. But inadvisable doesn’t mean impossible.

Peter Brabeck navigated it successfully at Nestlé. At Nike, Phil Knight stumbled with his first CEO successor but made it work with Mark Parker. The difference wasn’t luck. It was intentionality.