Full-Bore Fiduciary Boards for Private Companies
Against a backdrop of sometimes distressing global change, unanticipated disruption and a creeping fear that the “next big thing” might be even more unimaginable, private company boards are stepping up the professionalism and the zeal that they bring to their missions as the stewards of the business.
While it’s true that no one has a crystal ball, slipping into complacency because everything seems to be all right just doesn’t cut it anymore. A review of the concerns of 20 superlative private company directors reveals an emphasis on board-management dialogue that is measurably more aggressive and direct than in previous years.
As multiple-board member Mary Lee Schneider puts it, “It’s relatively straightforward to adopt the best governance practices of public companies. Equally important, though, are the nuanced conversations that need to be had.” She suggests that board members “tee up the obvious but potentially awkward conversations early.”
This advice is seconded by a dozen of the 2020 class of “Directors to Watch.”
“Whether it’s about managing risks or balancing stakeholder interests, companies can only prosper long term if there is a robust discussion and questioning of assumptions,” says Christie Hefner. Andrew Chrostowski adds, “An independent director creates value by asking the right questions of management to ensure alignment of risks and opportunities in a world of interacting natural, physical and digital systems where failure is nearly certain and resilience is essential.”
Alexander Lowry turns an eye to management. “The reporting a board receives has been highly curated by senior management. This is especially true of information regarding potential red flags,” he says. “Yet, since a director’s primary role is to provide oversight, it is essential to ensure management hasn’t filtered out critical information. Since boards don’t know what they don’t know, directors should insist on internal reporting systems that can provide unfiltered insight into operations.”
As the boards of private companies and family-owned businesses inexorably move toward greater professionalism — and greater accountability — it becomes crucial to secure relevant and timely pipelines between management and directors.
Mary Lee Schneider
Active International, Larry H. Miller Group of Companies, Old World Industries
Mary Lee Schneider serves on the boards of the Larry H. Miller Group of Companies (nominating and governance chair), Active International (HR and comp chair), and Old World Industries (HR and comp chair). She also serves on Penn State University’s board of trustees (finance, business & capital planning chair). Schneider was president and CEO of private equity-owned SG360° (formerly a 100% ESOP-owned company), and prior to that was president and CEO of Follett Corp. She spent 20 years with RR Donnelley building a portfolio of global technology-enabled businesses as well as serving as chief technology officer.
On the civic front, Schneider serves on the board of the Chicago Public Library Foundation and on the leader council for Mercy Home for Boys and Girls.
Schneider has a B.A. from Penn State University, an M.S. from the Rochester Institute of Technology, and an MBA and an M.S. from Northwestern University. She is also NACD Director Certified.
Tee up “obvious but potentially awkward” conversations early: It is relatively straightforward to adopt the best governance practices of public companies with respect to board/committee composition, financial reporting requirements, committee structures, charters, decisions rights, etc. Equally important, though, are the nuanced conversations that need to be had regarding ownership intent/expectations (financial or otherwise, short- and long-term), “rules of engagement” (between ownership, the board and management), the role culture plays in the company’s success (past, present or future), and, in family-owned businesses, the desire to have family members working/having leadership roles in the company.
Hatchbeauty Brands (Chair), R.D. Offutt Company
A seasoned professional with both executive and board experience in public and private companies. Christie Hefner currently serves as chairman of Hatchbeauty Brands, a beauty and wellness incubator, and on the advisory board of the R.D. Offutt Company, an international, family-owned, multibillion-dollar agricultural conglomerate. She is also a strategic adviser to several CEOs.
From 2009 to 2015, Hefner developed the strategy for and led a new entity, Canyon Ranch Enterprises, which leveraged the Canyon Ranch brand and content.
From 1988 to 2008, Hefner served as chairman and CEO of Playboy Enterprises, Inc., a NYSE-listed company, making her the longest-serving female chairman/CEO of a U.S. public company. She was widely recognized for developing the strategies that repositioned PEI as a global multimedia and lifestyle company and building its institutional shareholder base.
Previous private and public company boards on which Hefner served include MarketWatch, Telocity and Sealy Corporation. She is chairman of the Hugh M. Hefner Foundation and is a board member on several other not-for-profit organizations.
What business are you in? We all have seen the disruptions brought about by technology, globalization and changing consumer behaviors across virtually all sectors. Against that backdrop, the need to “think different,” as Apple famously and ungrammatically said, is critical for a company to challenge the basic question of “What business are we in?” Answer that right, and you’re Netflix. Answer that wrong, and you’re Blockbuster. Whether it’s about managing risk or balancing stakeholder interests, companies can only prosper long term if there is robust discussion and questioning of assumptions. To that end, diversity in the boardroom has moved from a nice-to-have to the right thing to do to an essential.
Lewis L. Bird
Larry H. Miller Group of Companies, At Home Group, Inc. (Chair)
Lewis L. (Lee) Bird III serves as chairman and CEO of At Home Group Inc., a publicly traded U.S.-based retailer. He also serves on the board of the Larry H. Miller Group of Companies (and on its nominating and governance, and compensation committees), the ownership advisory group of the NHL Dallas Stars and the national advisory committee for the Marriott School of Business at Brigham Young University.
He previously served as chairman of MEXX and J. Mendel, as well as on the board of 511 Tactical — all private equity-owned companies. Bird’s prior experience includes serving as a group president at Nike Inc., COO of Gap and CFO of Old Navy.
He earned an MBA from Babson College and a bachelor’s degree from Ithaca College.
Mission-driven, very personal, work: Private company board leadership focuses on understanding and meeting the needs of the family, ensuring the company has the right portfolio to meet their financial expectations, ensuring the company has the right CEO to lead the business and putting in the appropriate amount of structure and oversight to enable the management team to successfully meet those expectations for the long term. Beyond that, the board has to take on the responsibility of being a steward for the family and its legacy. It’s not just business; it’s mission-driven, very personal, work.
Dealer Tire (Chair of SimpleTire), LLC, Tyrata, Crescent Electric, Ozinga
Jill Marcotte is chief supply chain officer at Dealer Tire, leading a team of 500 associates and six business units. A part owner from inception, she has supported the company’s revenue growth to over $1.5 billion. Marcotte represents Dealer Tire as the chair at SimpleTire and board member at Tyrata. With over 35 years of work experience, she has served in a variety of sectors, including leadership roles at Brach’s, Andes Candies, Nestlé and General Motors.
Marcotte is a board member (governance and audit committees) at Crescent Electric, one of the largest independent distributors of electrical supplies. She is on the advisory board of Ozinga, which provides concrete, materials, energy and transportation. Marcotte also serves as an industry expert for Carleton McKenna Investment Banking.
Board dynamics and company culture — secret sauce to success: Family and private company leaders are passionate about their businesses. Talent and culture should be intentional and leveraged as a competitive differentiator. Having a board that matches the company culture, openly shares ideas, and challenges one another leads to the best governance and strong results. The right mix of board members is critical. The board should ensure that culture and strategy are aligned, and that culture progression is an ongoing priority. Management should be able to articulate culture — it’s not just about sounding good; it should fit with the company’s ambitions.
Beryl B. Raff
Helzberg Diamond Shops, Inc. (Chair), Helen of Troy, Michaels Stores, Larry H. Miller Group of Companies
Beryl Raff, a highly recognized retail executive, was one of the early women to assume the role of chairman and CEO of a Fortune 1000 company in 2000. Today she is the chairman and CEO of Helzberg Diamond Shops, a wholly owned subsidiary of Berkshire Hathaway. In her leadership roles at Helzberg, JCPenney and Zale Corporation, Raff engineered a turnaround in each, restoring profitability and building the brand.
Raff has 20 years of corporate boardroom experience. She serves as a director of Helen of Troy, Michaels Stores and The Larry H. Miller Company. Her previous director roles include Group 1 Automotive and JoAnn Stores. Her committee work covers compensation, governance and audit.
Raff’s board work extends to her community. She sits on the board of the Kansas City Symphony and on the Kansas Medical Center advancement board, and previously served on the national board of Make A Wish foundation.
Raff is a member of International Women’s Forum and WomenCorporateDirectors.
Strategy discussions should consider both risk and disruption: Engaging with management to develop company strategy is a key director responsibility. It is imperative directors be aware, forward thinking, challenging to help guide management to long-term strategy that protects the future and shareholder value. Change today is fast driven by technology, data, social and environmental factors. Risk is present with cybersecurity, domestic and world issues. Considering these, strategy must incorporate scenario planning, innovation and stress testing. Directors must assess the company’s processes to monitor and measure strategy progress and the speed and evolution of these disruptive realities. Knowing if and when to adjust strategy depends upon it.
Kim L. Hunter
Kim L. Hunter is a member of CalPrivate Bank’s community advisory board, a wholly owned subsidiary of Private Bancorp of America, Inc., headquartered in La Jolla, Calif.
Hunter served close to two decades as corporate director of SCAN Health Plan, a Medicare Advantage health plan with $2 billion in annual revenue and 1,000 employees. As corporate director, Hunter has served on five different committees: audit & compliance, compensation, finance, quality & customer experience and corporate governance. He chaired the latter committee for seven years.
To stay abreast of leading trends and practices that define corporate governance, Hunter is a Board Leadership Fellow of the National Association of Corporate Directors. He is an NACD Pacific Southwest board member, serving as nominating and governing chair, and on the marketing and communications committee.
Diversity, equity and inclusion (DE&I) leads to sustained success: The makeup of a corporate board speaks volumes about its governance. Effective, thoughtful and well-rounded decision making is not possible without a diverse board. Strategic, innovative and creative perspectives as well as transparent discussions will only happen if a board has a balanced mix of ethnicities, genders/lifestyles and skillsets. The true sign of good governance is establishing and maintaining a diverse board, which will make sound decisions that ultimately lead to short-term and long-term success.
Lisa Greer Quateman
Western Asset Management, Indiana Toll Road Concession Company, Scherzer International Corporation
Lisa Greer Quateman is a retired senior partner of the national law firm Polsinelli and was the founding Los Angeles office managing partner. Her specialties include financial services, real estate, regulatory matters and corporate transactions.
Quateman serves on the boards of directors of Western Asset Mortgage Capital Corporation, Indiana Toll Road Concession Company, Scherzer International Corporation and National Association of Corporate Directors Pacific Southwest Chapter. She is a member of the advisory board of the UCLA Ziman Center for Real Estate and other nonprofits.
Previously she was vice chair of the UCLA Alumni Association and a mayoral appointee to the City of Los Angeles Industrial Development Authority. Quateman is an NACD Board Leadership Fellow and earned her B.A. and J.D. degrees from UCLA.
The COVID-19 pandemic has turned our world upside down: Change has been foisted on everyone, testing business continuity plans, resilience and corporate culture. Disruptions and hardships are affecting citizens at every level and companies of every size. Now is the time for flexibility, compassion and innovation. Leaders of companies that have independent board members broaden their resources, with diverse experience, perspectives, ideas and, in many cases, expanded access to capital markets and business relationships. Effective independent board members protect and nurture shareholder value and support management. We are eager to help develop creative solutions and to implement them collaboratively.
Bionic Power, Military Family Advisory Network
Joseph Kopser serves as a director of Bionic Power, Military Family Advisory Network. He previously was a director of CleanTX. Kopser was the founding board chair of RideScout, LLC and the National Security Technology Accelerator. He is a technology entrepreneur and expert in transportation, smart cities, urban mobility, energy and national security issues as well as an Army combat veteran.
Kopser serves as an executive-in-residence at the McCombs School of Business. Prior to that his company, RideScout, was acquired by Mercedes. He served in the Army for 20 years after graduating from West Point and Harvard. He was recognized as a White House Champion of Change in clean energy and won the U.S. DOT Data Innovation Award. He is co-author of Catalyst.
Prepare leadership and prepare for leadership: Directors should prepare leadership for a rapidly changing world. Globalization and technology are increasing the frequency of catalyst events, events which trigger big changes with broad-reaching effects, ranging from innovations to socioeconomic crises. The consequences of these upheavals will transform industries, communities and nations. Directors who seek to ensure their organization’s success in the evolving environment must be prepared and proactive. I believe it is more important than ever to adapt to a changing world while maximizing the triple bottom line: people, planet and profits.
Rogers Group, RealWear (Chair)
Andrew Chrostowski has deep experience developing teams and strategies that enable innovation, growth and profitability improvements. As an NACD Certified Director, a qualified technology executive and a founding executive member of the Digital Directors Network, he strives to improve board performance and digital governance excellence to shape and secure the digital future for everyone.
He currently serves on the finance committee of the Rogers Group, and as chairman and CEO for RealWear.
He holds two undergraduate degrees in engineering physics from the honors program at Oregon State University, where he was a distinguished graduate of Air Force ROTC. He has a master’s degree in systems management from USC’s Institute for Safety and Systems Management and completed a certificate of professional development at the Wharton School.
Sustainable superior performance takes systems thinking: Creating superior, sustainable business performance for all stakeholders takes leadership and systems thinking. Leaders today must transform culture, continuously improve operations, grow revenue, manage risk, apply technology and innovate. The best do this with a combination of consciously applied emotional intelligence and a commitment to understanding the complex interactions associated with our hyper-connected world. An independent director creates value by asking the right questions of management to ensure alignment of risks and opportunities in a world of interacting natural, physical and digital systems where failure is nearly certain, and resilience is essential.
YMCA of the North Shore, Private Directors Association, 2020 Women on Boards
Alexander Lowry has served on boards since graduating college. He brings 20-plus years combined top-management consulting and C-suite operating experience focused on growing businesses and implementing turnarounds and transformations.
Lowry divided his career between Europe’s leading strategy consulting firm, where he led business transformation engagements for large public companies, and a series of transformational operating roles in finance. Notable positions included deputy COO of J.P. Morgan’s U.S. Private Bank and deputy COO of JPMorgan Chase Foundation. Currently a professor of finance, he blends strategy and operating experience to advise financial services firms on navigating periods of disruptive change.
A financial expert and frequent conference speaker, he holds an MBA from The Wharton School, University of Pennsylvania, and an undergraduate degree from Haverford College.
Managing risk is the secret to strong governance: The reporting a board receives has been highly curated by senior management. This is especially true of information regarding potential red flags. Yet, since a director’s primary role is to provide oversight, it is essential to ensure management hasn’t filtered out critical information. Lehman Brothers’ bankruptcy demonstrated that governance breakdowns happen; management omitted risky portfolio stress tests and withheld reports of accounting manipulations. Since boards don’t know what they don’t know, directors should insist on internal reporting systems that can provide unfiltered insight into operations. Boards can use this data to identify key risks — and act accordingly — offering improved corporate governance.
David Segura founded VisionIT and guided the company as its CEO from a startup to a midsized IT services corporation achieving over $1.6 billion in revenue generated since inception. VisionIT was acquired in 2019 and today operates as a subsidiary of privately held Softtek, a global IT outsourcing and services corporation.
Segura has significant board experience, including a U.S. presidential appointment, serving eight years on the advisory committee for trade policy and negotiations. Segura served on the board of FreightVerify, a cloud-based freight logistics technology company creating real-time visibility of freight for shippers across a global supply chain. He serves on the board of the Alumni Association of the University of Michigan.
Segura received his B.S. in computer science from the University of Michigan.
Providing guidance and visibility: Boards need to provide support for private companies transforming into digital businesses. New disruptive technologies must be understood, invested in and closely managed by executive leadership and the board to create a solid future of any significant business. As a director, providing this type of guidance and visibility to what technologies and initiatives need to be a strategic priority is critical to which companies become the future winners in the market. The board and CEO must have the fortitude to see this transformation completed.
Lynn N. Clarke
Nielsen-Massey Flavorings (Chair), Talalay Global, Abarta Coca-Cola Beverages, A. Duie Pyle, Vollrath, Rogers Foam, Martin Preferred Foods
Lynn Clarke is an independent board chair, director and CEO with CPG, digital, manufacturing, distribution/logistics and retail expertise. She has served on 11 boards and has strategic, branding and operating experience in nine different industries. Clarke also has experience as chair and/or member of compensation, audit and governance committees.
Her experience includes executive roles at PepsiCo and General Mills and two CEO roles at private equity companies. She also was the CEO of an award-winning consumer ecommerce business that she acquired and sold.
Clarke is chairman of Nielsen-Massey Flavorings and Talalay Global. She is also governance chair and member of the audit and compensation committees at Abarta Coca-Cola Beverages. Clarke is a board member of A. Duie Pyle, Vollrath, Rogers Foam and Martin Preferred Foods.
Be brief, be bright, be gone: A board member’s role is always to focus on the customers – they are our bosses. Ask helpful, relevant and insightful questions in a respectful manner, use humor to diffuse difficult situations and remember that you are not the CEO!
Larry Taylor, Ph.D.
Novaria Aerospace, Guided Compass (Chair)
Larry Taylor has served on more than 20 publicly traded, privately owned, advisory and nonprofit boards. He is CEO of the NACD Pacific Southwest Chapter; chairman of the audit & risk committee for the Claremont Graduate University Board of Trustees; chairman of Novaria Aerospace Group’s board of management representatives; vice chairman of the Innovation Council for Capital Experts Inc.; and chairman of The Creighton Group (dba Guided Compass), a work-based learning technology firm.
He is an SEC-designated financial expert, an NACD Board Leadership Fellow, and an internationally recognized environmental management expert. Taylor was the West Coast Productivity Consulting Practice Leader for Deloitte and senior manager at EY. He has authored three books on the “tone-at-the bottom.”
He holds a Bachelor of International Economics, an MBA, and a Ph.D. in executive management.
Passing the torch through education: My passion is to help boards deliver positive corporate governance messages to students about the private sector, corporate philanthropy corporate ESG initiatives and capitalism so that our young people receive a counter message to the private sector negativity they learn in public schools, Hollywood and the media. We have a corporate social responsibility to protect capitalism so that our stakeholders, including those at the bottom of society, continue to reap its benefits. Corporate directors must be proactive and intentional by participating in the education of young adults so that they become “workforce ready.” We must enhance the “tone-at-the-bottom.”
Lawrence X. Taylor
Barrie House Coffee, CLP Holdings III, LLC
Lawrence Taylor is an executive, adviser and board member with more than 30 years of experience. Combining strategy and finance, he has guided companies through acquisitions, strategic initiatives, complex restructurings and capital transactions totaling over $15 billion. His experience spans diverse companies — including Grand Casinos, Mesaba Airlines, Mercedes Homes, Zounds Hearing and Odyssey Capital Group — and enhances his effectiveness as a board member.
Taylor serves on the boards of Barrie House Coffee and CLP Holdings III, LLC. At Barrie House Coffee he chairs the M&A committee and serves on the strategic planning committee. He has served on the boards and committees of multiple private companies, including two companies in Chapter 11. Taylor is an NACD Board Leadership Fellow and serves on the oversight committee of the Private Directors Association Private Equity Initiative.
Taylor holds a B.S. in finance from Louisiana Tech University.
The importance of thought diversity: Private company boards sometimes lack thought diversity which is crucial for long-term success. To foster thought diversity, board members need to cultivate deep curiosity. This requires conscious efforts to fully understand the company, its stakeholders, customers, competition, vendors, finances, risk, strategy and operations, and their interdependence. It’s critical for board members to do this particularly when some of these areas fall outside their individual expertise. Deep curiosity produces discerning questions, purposeful dialogue and comprehensive understanding. Bringing thought diversity to the boardroom ultimately leads to informed decisions that position the company for success.
Maryann Waryjas is an experienced corporate board director and C-suite leader recognized for her ESG focus. She has an outstanding track record on strategy formulation, effective execution, empowering teams and delivering growth.
Waryjas serves on the Morrow Sodali Strategic advisory board, the board of the Better Government Association and the board of advisers for the Baumhart Center of Quinlan School of Business at Loyola University. She served on the board of The Chicago Stock Exchange, where she was chair of the nominating and governance committee and a member of the executive, audit, regulatory oversight and special transaction committees.
She served on the board of Katten Muchin Rosenman LLP and was co-chair of the corporate governance and M&A practice groups.
ESG is about business strategy: Boards need to consider which ESG issues employees, customers, suppliers and other stakeholders view as important. Focus on the potential for innovation, disruption and value creation that can spring from effective management of key ESG issues, such as decisions related to employee safety, employee benefits or the environment. ESG initiatives are likely to increase revenues and earnings, as well as have a positive impact on a company’s culture and long-term performance. If ESG is embedded as part of the company’s strategy and brand, the company will gain a competitive advantage for opportunities to develop new products or services.
Reglagene Holdings, Inc.
Sharon Ayd is a nationally recognized authority in the biopharmaceutical industry who has taken her skills in operations and regulatory law and applied them to both the boardroom and the classroom.
Ayd serves on the board of Reglagene Holdings, Inc., a private gene therapy company, where she introduces innovative approaches in each of her board assignments. Her operational and M&A experience, coupled with her entrepreneurial spirit, bolsters her efforts to serve as a highly effective board member.
Along with her board service, Ayd has participated in development efforts leading to the global regulatory approval of nearly 100 new and generic drugs and drug supplements.
She is an adjunct professor at Northwestern University Pritzker School of Law and an adjunct professor at the University of Wisconsin, Madison, School of Pharmacy.
Bracing for uncertainty and then embracing it: In all companies one plans for risk, even unknown or unanticipated risk. But who plans for a pandemic like COVID-19? One day our lab operations are going full throttle, and the next day they are shut down. This is potentially a deal breaker for cutting edge science. You can’t just restart research like turning on a switch. This is just what happened earlier this year. Our board convened and found a way to keep the most mission-critical research ongoing. We sought input from all key stakeholders and received 100% support. Through self-sacrifice by many employees, our scientists worked in staggered shifts round the clock. This reduced people-exposure to almost nil and experiments continued.
Born and raised in Spain, with a M.S. in engineering, Jose-Luis Bretones-Lopez started his career at AT&T Bell Labs in Europe and carried global accountability for Lucent Technologies, McDonald’s and Castle Metals. Today he is a founding managing partner at LINAR Advisors, a global boutique consulting firm focused on supply chain and manufacturing operations.
Bretones-Lopez has served as independent director of the Global Roundtable of Sustainable Beef, as vice chair and treasurer of Roycemore School and treasurer of the USEC (US-Spain Executives Community). Most recently, he joined the board of Griffith Foods. He has earned numerous professional accreditations from Kellogg and INSEAD business school and has been profiled as a thought leader and supply chain expert in several publications.
He lives in Evanston, Ill., with his wife Lisa and their two daughters.
It’s time to pay it forward: Most of us have been on the receiving side throughout our careers. Our previous corporate employers invested heavily in our professional development, paid for our executive education and supported us while we traveled around the world exposing ourselves to diverse cultures and problem-solving approaches. As independent directors, we pay it forward, sharing all our experiences, educated intuition and lessons learned. It is not any more about advancing our own careers, but instead about the success of the entire enterprise and its stakeholders as objective sponsors, connectors and advisers.
David Aronoff is an experienced board director, the former managing partner of a venture capital firm, a successful technology entrepreneur and a recognized expert in SaaS, cloud, cybersecurity and enterprise software. Aronoff has been a director on more than 25 technology company boards, lending his expertise in competitive strategy, risk, M&A, direct and OEM business models, as well as demand-generation and social media.
His practice has focused on customer segments including financial services, Internet infrastructure, ecommerce, semiconductor and telecommunications. Aronoff co-founded and helped operate two successful technology companies, in internet games and work-from-home WiFi.
In 2015 Aronoff joined the board of Draper Laboratories, a premier defense, aerospace and commercial research contractor, where he chairs the finance and CEO search committees. He also is a member of the audit and human resources committees.
A true strategic partner: A board should be a true strategic partner for executive teams, possessing skills that are relevant to the opportunities and the challenges that will face the company. Given the inexorable march of operations to the internet, accelerated by the global pandemic, it is more critical than ever that private boards bring insight into how technology may impede or improve their businesses. In particular, it is essential that board members consider the impact that SaaS and cloud technologies have on business performance and business continuity, whether in work-from-home and/or in company work environments, as well as bringing valuable oversight and insight into the cybersecurity risks these moves exacerbate.
Gary L. Trujillo
Southwest Harvard Group
Gary L. Trujillo has been a serial entrepreneur for 30 years and founded Southwest Harvard Group (SHG), where he has served as the firm’s president and CEO since 1990. SHG has a proven track record of creating businesses and/or investing its capital into companies in a variety of industries.
Trujillo began his career with Salomon Brothers, Inc. and later joined other Wall Street firms, including RBC Capital Markets. He has been an active board member of several private and publicly traded companies, including BlueCross BlueShield, Wells Fargo Bank and Redirect Health. His responsibilities have included serving as chairman of the board and chairman of the audit, finance, governance and human resource committees.
Trujillo received his MBA from Harvard and accounting degree from Arizona State University.
Succession management is the top responsibility: As directors of publicly traded and privately held boards, our single most important responsibility to our boards and companies we represent is succession management. In today’s competitive environment, boards must have an active succession plan that represents the top three levels of management, including the CEO, the senior management team and critical roles held by individuals who are responsible for long-term strategic and economic value to the organization. A fluid and active succession plan will provide significant returns for the organization by continually evaluating potential talent, mitigating risk and supporting the CEO in managing and executing the succession plan.