Chairperson, lead director, consigliere?

Brad Feld //April 5, 2013//

Chairperson, lead director, consigliere?

Brad Feld //April 5, 2013//

I’ve been on a lot of boards. I’m still on a lot of boards. And I’ve been thinking about boards a lot as I work on my next book, Startup Boards: Recreating the Board of Directors to Be Relevant to Entrepreneurial Companies.

I used to think every board needed a chair, and early in my investing career, I was often it (or co-chair). At some point I began feeling like the chairperson role in a private company both undermined the CEO and sent the wrong signal to the employees of the company. I preferred that the CEO be the chairperson.

I also started to dislike being the chairperson, as it seemed to create a view that I had some kind of ultimate power and responsibility for the company that usually belonged to the CEO. So I stopped being chairperson, and in a number of cases, refused the title even when I played the role. The one exception I made was nonprofits, where the chairperson seems to have a somewhat different connotation. And since I’ve decided not to be on public company boards, I don’t have to make a decision in that context.

Several years ago, I started using, and encountering, the phrase “lead director” more frequently. Recently, I decided it’s the right one and have used it to replace chairperson in my vocabulary. And, when asked the question, “Does a private company board need a chair?”, I now say “No, but it needs a lead director.”

The lead director is responsible for working with the CEO to manage the board of directors. The lead director is always the most active director, and in many cases, represents the largest non-founder shareholder in the company when a company is private. The lead director is not the communication conduit to the CEO – every director interacts directly with the CEO – but the lead director gets involved in any conflict between a director and the CEO, any concerns that arise, and any conflicts between directors. And the lead director helps the CEO manage the board meetings.

The lead director should be the CEO’s board confidant, organizer and conflict resolver. I sort of like the word consigliere, as used in The Godfather, although it has both obvious negative connotations and a different actual function in real life than the one represented in the film, so I’m searching for a better one.

When I look at the boards I’m currently on, I play this role in many, but not all of them. And the phrase feels correct to me.

Do you have a lead director on your board? How about a chairperson? What do they do and how does it feel? And is there a better word than consigliere?