Few governance transitions test a private company more than moving from one generation of family ownership to the next. Decision-making changes. Ownership becomes more dispersed. Family expectations evolve. At the same time, boards often find themselves balancing the perspectives of founders, rising generations and professional management.
At Bemis Manufacturing, those challenges have unfolded simultaneously. During a conversation with Jason Hecker, partner and head of family enterprise advisory, North America, for Egon Zehnder, Vesla Hoeschen, fourth-generation owner and chair, and Jeff Lonigro, president and CEO, reflected on how the company has navigated its transition to a cousin consortium, welcomed a nonfamily CEO and embraced what they describe as “radical transparency” to prepare future generations for ownership.
For Hoeschen, the governance challenge has been about much more than succession. “We’re moving from a sibling partnership to a cousin consortium, which is a very challenging leap,” she said. “Essentially, we’re going from a monarchy to a democracy, which elevates the need for good governance and a strong board.”
The transition required the family to rethink how decisions would be made and who should make them. “Our generation has had to relearn how governance functions,” says Hoeschen. “How do you make decisions when no one person holds all the power? At the same time, we’ve had to help my father understand that what worked for his generation isn’t necessarily going to work for ours. That’s a big lift for both generations.”
Those conversations extended beyond succession and into governance itself. “There’s been a lot of education, a lot of communication and a lot of discussion around roles,” says Hoeschen. “What is the role of the CEO? What is the role of the family? What is the role of the board?”
According to Hoeschen, one framework proved especially helpful. “We say the shareholders operate at 30,000 feet; the board at about 10,000 feet; and Jeff is on the ground running the business. Having common language like that has helped everyone understand where they belong.”
That clarity of roles also helped pave the way for Bemis Manufacturing’s transition to a nonfamily CEO. According to Lonigro, the board recognized that hiring an outside executive would require structural changes long before he arrived.
“When I came in, some important governance changes had already begun,” says Lonigro. “The independent board recognized that if the company wanted a nonfamily CEO, it had to let that person lead. Family members who had been both in management and on the board stepped off the board. An independent chair came in first, and eventually Vesla became chair. That changed everything.”
Those changes allowed management and the board to focus on different responsibilities. “It allowed management to focus on driving the business while Vesla spent time with the family, with her father, with the shareholders and with the next generation,” says Lonigro.
The relationship between chair and CEO remains close. “We still talk multiple times every week,” says Lonigro. “She’s fully aware of what’s happening in the business — the good and the bad. That allows her to answer questions from the family without every conversation coming back to me.”
For Lonigro, the governance transition has required empathy on all sides. “The transition from the third generation to the fourth generation is hard for both sides. One generation built the business and isn’t quite ready to let go. The next generation is highly educated, wants to contribute and is ready to take on more responsibility.”
Fortunately, says Lonigro, everyone has remained focused on the same objective. “Everyone involved genuinely cares about the company, the employees and each other. That gives us a foundation to work through difficult conversations.”
As governance evolved, the company also reconsidered how it communicated with shareholders. When Lonigro joined Bemis Manufacturing, shareholder communication was limited. He believed that if future generations were expected to become responsible owners, they first needed a deeper understanding of the business. So the company leaned into transparency, and that commitment reshaped how the company communicates.
“We expanded the shareholder meeting, started quarterly shareholder letters, held regular virtual updates and began sharing much more information about the company’s financial performance, strategic priorities and long-term plans,” says Lonigro.
The information wasn’t limited to operating results. “We talk about stockholders’ equity, acquisitions, dividends and our three-year strategic objectives,” says Lonigro. “Does it create more questions? Absolutely. But that’s a good thing. If we want the family to remain good owners, they have to understand how the business works.”
For Hoeschen, transparency is less about disclosure than education. “For me, radical transparency is really an education strategy. Some family members have strong business backgrounds. Others don’t. So, I prepare shareholder reports that explain not only what’s happening, but why it matters.”
Recognizing that family members absorb information differently, she intentionally presents the same material in multiple ways. “I include glossaries because not everyone knows what a cash conversion cycle is or what all the financial acronyms mean,” says Hoeschen. “I also present information in different ways because people learn differently. Some like charts, some prefer narratives, others want tables of numbers. The goal is always education.”
The response surprised her. She says, “Family members actually showed up with the report in hand, flipping back and forth between Jeff’s presentation and the glossary because they genuinely wanted to understand. That was incredibly encouraging.”
The effort has also shifted the family’s focus toward the next generation. “Now we’re beginning to think about the fifth generation the same way,” Hoeschen said. “How do we spark their interest? How do we help them understand the business before they’re asked to govern it?”
Lonigro discovered that greater transparency produced something he hadn’t anticipated. “I expected an avalanche of questions. Instead, what I found was an appetite to learn.”
Rather than second-guessing management, family owners became more engaged in understanding the business.
“The fourth generation is incredibly smart,” says Lonigro. “They ask thoughtful questions, not ‘gotcha’ questions. They’ll ask about a particular business, a challenge we’re facing or where they think we should focus resources. Those are exactly the kinds of conversations you want owners to have. Transparency has created better dialogue, not more conflict.”
Hoeschen believes that result reinforces the company’s broader governance philosophy. “I think the biggest surprise has been how powerful education can be. When people understand the business, they become more thoughtful owners.”
She has also learned that context matters just as much as information itself. “You can’t simply publish one year’s numbers. You need five-year trends. You need to explain whether a change is positive or negative and why. That’s how shareholders become governors instead of spectators.”
The success of Bemis Manufacturing’s governance transition, however, extends beyond educating shareholders. It also reflects the evolving relationship between the board chair and the CEO. For Hoeschen, that relationship has changed significantly since she first assumed the chair role.
“When I became chair, my first priority was protecting Jeff,” says Hoeschen. “There had been shareholders flying at the wrong altitudes and I felt I was supposed to defend him.” As both she and the governance structure matured, her perspective shifted. “Over time, that evolved into asking, ‘How can I best support Jeff?’ Now it’s become, ‘How can we collaborate?’ That’s been a really nice progression.”
The transition also required Hoeschen to define a leadership style very different from the one that preceded her. “My father had been CEO, chair and 50% voting shareholder,” she says. “He wore every hat. That wasn’t going to be my role. I had to define what a governance chair looks like in this generation.”
That meant recognizing that governance sometimes requires balancing transparency with confidentiality. “Building trust simply takes time,” says Hoeschen. “It takes regular communication and understanding that sometimes I have to keep confidential information from my own siblings because of my responsibilities as chair.”
For Lonigro, that trust has become one of the company’s greatest governance strengths. “Trust is everything,” he says. “I never feel like I have to convince Vesla that everything is perfect.”
Instead, the relationship allows candid conversations about both successes and challenges.
Says Lonigro, “I can tell her we’re doing well with one customer but struggling with another. I can talk openly about leadership issues, operational challenges or family interactions.”
That openness works both ways. “She also gives me a heads-up when something is coming my way so I have time to think instead of reacting emotionally. That partnership has become incredibly valuable.”
As the governance relationship between chair and CEO strengthened, the board itself also continued to evolve. “We’ve refreshed four of six independent directors over the past few years,” says Lonigro. “Vesla has helped shape what information goes to the board and how board meetings are structured. She brings the shareholder perspective that I simply don’t have.”
The result, he believes, is a governance system in which each group understands its responsibilities. “Together, we’ve reached a place where management can focus on growing the business because governance is working the way it should.”
Those lessons have shaped the advice both leaders now offer other private and family companies navigating similar transitions. Lonigro encourages CEOs to experience governance from the opposite side of the boardroom.
“If you’re a CEO, consider serving on another board,” he says. “It’s been one of the best development experiences I’ve had. You learn how other directors think. You see how other CEOs communicate. You experience governance from the other side of the table.”
That perspective fundamentally changed how he approaches his own board. “That perspective has made me a better CEO and I have a better understanding of why our board asks tough questions,” says Lonigro.
Perhaps most importantly, Lonigro says governance transitions succeed only when relationships remain at the center of the process. “Governance transitions are about relationships. Transparency, trust and communication help. When everyone understands their role and shares the same long-term commitment to the business, the conversations become much more productive, even when they’re difficult.”