Since 2021, Jon Wells has been the president and CEO of Midmark Corporation, a 109-year-old, family-owned company. His predecessor in the role of CEO was John Baumann. After transitioning the role of CEO, Baumann stayed on as a member of the Midmark board. Often, keeping the former CEO on the board is seen as a way to retain institutional knowledge. But it can also be a challenge for a new leader trying to apply his vision for the company while receiving occasional opposition from the individual who most recently held the reins. When asked what he felt was an optimal time for a former CEO to remain on the board, Wells, who calls Baumann “a mentor, incredible leader and a fantastic person and friend,” says “Three years is too long.”
His rationale isn’t personal. Rather, it is based on the rapid pace at which businesses and the environments around them evolve.
Wells says that being a first-time CEO, he wanted John to be there for him, but in reflecting, he would advise that a former CEO remain on the board for one year. “As a CEO, there’s a lot of pride in what you built, but if you’re out of the day-to-day business for a year, things change more than you realize,” he says. “Markets change. Customers change. Our channels are doing things differently. You need to respond to that, and some of the framework that was created in the previous administration was just different for what needs to happen today.”
Of course, Wells needs to work with another former CEO of Midmark on a daily basis. That former CEO is Anne Klamar, who currently serves as chair of the board and is a member of the family that owns the company. Wells regularly works in tandem with Klamar to create the agendas for Midmark’s board meetings. Wells says that the work is made easier because both he and Klamar are voracious listeners and recorders.
“Anne and I both take a lot of notes. And at the end of each board meeting, we compare our notes, usually about eight pages’ worth,” says Wells, who has been with Midmark for 34 years and served in positions from VP of marketing to chief commercial officer. “It helps us understand ‘Did you hear what I heard?’ There are still challenges and opportunities, but we get very aligned and we focus our board meetings on the critically important.”
And the key to alignment between Midmark’s CEO and chair is communication. It has turned what could be the difficult task of agenda-building into an enjoyable one.
“We talk a few times per week on just about any topic you can imagine. Creating these agendas has become not necessarily a chore. They fall into place really well because of this work.”
Another factor that makes the creation of agendas more manageable for Midmark is a “board oversight document” that Wells began creating for himself simply to track what took place from meeting to meeting. The three-part document includes sections titled Board Scorecard, tracking “standard risk type of work in each committee”; Major Projects, which includes ongoing initiatives that the board may want to have some oversight on, such as capital investments or new product launches; and Areas to Keep an Eye On, which are smaller items that may have come up as early as the morning of the meeting, such as an office shutdown or other related incident. Wells was simply using the document for his own organizational purposes, but when he shared it at a meeting, a director wondered why it is not a part of every board get-together.
“A board member said, ‘Can we do that? Why don’t we have that at every board meeting?’ And I said, ‘Sure.’
So, Wells takes notes on the issues discussed and every topic is given a tag of green, yellow or red, with green meaning it is in good standing, yellow meaning “something to think about,” and red meaning “we want to spend more time on it.” In the executive session at the end of each board meeting, he will present his findings from the meeting to the board.
“We review and edit it as needed, but usually it’s pretty close,” says Wells. “And that directs our content and our topics for upcoming board meetings. It establishes the right agenda topics because we all become aligned right after these discussions. We stay on the most important topics and don’t lose momentum from quarter to quarter.”
Perhaps because the board meetings run so swimmingly, Midmark’s directors don’t mind getting together for monthly board huddles as well. This practice was set up during the pandemic. Midmark leadership was prepared to curtail the meetings when the COVID crisis was a bit more under control. But the board had another idea and felt the practice should continue. But there are some rules. The board huddles are informal, last one hour and include no more than two or three topics. Each topic is allowed no more than a few slides. And Wells makes sure the trains run on time.
“They do not go 61 minutes. They go 60 minutes,” says Wells. “But they’ve been really successful. It keeps us connected as a board and management team between the quarters. We always work to get better and I am sure we will update these processes as time passes, but I can’t imagine not having these tools right now. Because of post-pandemic instability in our markets and the need for director oversight and guidance, alignment is so important.”