This is the fifth of a five-part series. Check out parts one, two, three and four of the series.
Nancy M. Dahl spent a dozen years on the board of Dunwoody College of Technology in Minneapolis. She was the first chair of the governance committee the college ever had. She joined a board shaped by hard times: Dunwoody had been through significant financial adversity, and the directors who carried it through were faced with steering the difficult journey of rebuilding financial strength and ensuring a fiscally strong operating model.
The plan worked and the school started to become healthy again, but as terms expired and seats came open, the board began recruiting for a new and ambitious growth strategy. One of the main disciplines, Dahl recalls, was “to ensure the directors aligned with the future needs, but that we didn’t lose the board’s financial strength. We had gotten strong financially, so it would have been easy for it to be taken for granted.”
What protected the college was a practice the institution had put in place years earlier. The governance committee she chaired had made succession planning a standing discipline, for the committees and for the full board, and that unglamorous task exposed what the board was losing while there was still time to correct it. The college kept its financial depth only because it was in somebody’s job description to continuously ask what the board composition needed to be, and specifically why.
I have thought about that story often since Dahl told it to me: Hard times instill discipline but, when times get better, discipline often slips.
The pattern is one Jim Collins would recognize from studying institutions under stress. In Good to Great, published 25 years ago, Collins noted that a handful of companies made the sustained leap from good to great while their peers stayed ordinary, and one of the drivers he identified was a “culture of discipline.”
“All companies have a culture, some companies have discipline, but few companies have a culture of discipline,” he wrote.
That simple idea became the bedrock of a three-stage framework Collins created: disciplined people, disciplined thought and disciplined action. Companies with all three, he argued, needed little hierarchy, little bureaucracy and few controls, because their people took responsibility for their work inside a structure everyone understood and accepted.
For four installments, this series has carried Collins’s principles into the boardrooms of private and family companies: “Level 5 leadership” and the board that acts as one team; “first who, then what” and the people the board puts in place; “confront the brutal facts” and the duty to face hard truths; and the “hedgehog concept” and the few bets a board protects. At their core, each installment conveyed an implicit assumption about governance, namely that board members owed something to the companies they help govern, be that brutal honesty, a willingness to take hard positions or a perspective on competition and markets that supersedes daily volatility. This final installment turns Collins’s discipline framework inward and asks what a board owes itself.
Two directors helped me explore the question. Nancy M. Dahl came to the boardroom from operations. At Lifetouch, the school and family photography company, she ran a business with seven plants, 20,000 employees and 205 field offices, and she has since served as an interim chief executive, a board chair and a lead director across family and private companies. She is currently lead independent director of Knutson Construction, an NACD board leadership fellow, one of Private Company Director’s Directors to Watch for 2026 and the author of Grounded: Leading Your Life with Intention.
Richard Winston comes at governance from the other side of the table, as the executive who keeps a board’s process honest. For more than 15 years, he has served as chief legal officer, executive VP and corporate secretary of Fike Corporation, a privately held global manufacturer of highly engineered fire-protection, explosion-protection and pressure-relief solutions. His 35-year career includes senior legal and executive leadership roles with public and private multinational companies, including General Electric and Koch Industries, and he brings an independent director’s perspective as audit committee chair of BJC HealthCare, a $12.5 billion multistate health care system. Like Dahl, Private Company Director named him one of its Directors to Watch for 2026.
It was Winston who put his finger on why private boards have to work harder than public ones to come by discipline. Private companies “don’t have quarterly pressures. They don’t have any activist investors,” he told me, and in that environment “judgment really becomes critical, disciplined judgment.” A public board gets a measure of discipline forced on it by analysts, activists and the daily market verdict, but a private board has to build its own, and keep building it.
Between them, Dahl and Winston highlighted a fundamental truth about governance that has run beneath every installment of this series without being overtly stated: A board builds discipline in the company by practicing discipline on itself, in whom it seats, how it prepares, what it asks, where its time goes and what it is willing to stop doing.
Disciplined People
At 36, I was promoted from CFO to CEO of a small-cap bank holding company. I had been the CFO long enough to believe I could capably do both jobs simultaneously. If the hours were too much and I had to hire a replacement, my thought was that I would only need to find someone merely capable. My board saw it differently, and they challenged me to go find the very best CFO I could. In fact, they asked me to find someone who could do the job better than I did.
At first, I tried to demur, but the board insisted and it turned out that they were right. Their discipline caught my youthful bravado, which would have cost the company dearly. It turned out that the superior replacement I hired supercharged productivity and freed me up to make some brutally difficult but necessary strategic decisions. I have never forgotten what it felt like to be governed well, and I have done my best to pass along their wisdom and lessons.
Dahl has spent her career around boards just like the one I reported to. She has noticed that the strongest boards were built from earnest and serious people who understood the importance of being on a board and doing the job well. Their members didn’t come in to fill a seat. They didn’t come in to check a box. They came in because they shared a vision of what a business was and could become, and they arrived prepared to stay engaged for years.
Winston has observed that the best directors “come prepared, engage deeply and bring the courage to ask the questions others may hesitate to raise.” They contribute informed perspectives, constructively challenge assumptions and serve as trusted business partners to management, supporting the leadership team while maintaining the independence and judgment necessary to protect the enterprise and strengthen its long-term performance.
When Dahl recruits, there’s one nonnegotiable trait she looks for. “Certainly you look for function, you look for scope, and I always look for curiosity,” says Dahl, which leads to her favorite interview question: “What are your learning goals?” The answer, she writes, “tells me far more than asking what they already know or already did.”
Recruiting curious directors solves only part of the problem, because what a director knows starts becoming dated the day the appointment takes effect. “We can hire really competent board members that are really relevant the day they come on,” says Dahl. “And if they spend no time developing themselves, they start becoming irrelevant the next year.” Winston’s board schedules a lunch-and-learn at every meeting, taught by members of the management team or by outside subject matter experts. It exposes directors to emerging trends, fresh perspectives and current thinking. As he puts it with a smile, “That’s the price of your lunch.”
Similarly, my own experience with private boards is that they often underinvest in director education, with a result that board skills and knowledge gradually erode. A director who was effective 10 years ago may be working from a 10-year-old understanding of technology, capital markets and the business itself, unless the director makes a concerted effort to build new skills and knowledge, or the board has made learning part of the job.
Not every director responds favorably to self-development or an imperative to keep learning, but Dahl sees to it that they either toe the line or move on. As chair or lead director, she meets one-on-one with members after meetings, opening with “Tell me how you thought that went,” and then offering her own view. “Some members will make it. They will go, ‘I get that. Thank you.’” Others “can’t make it and so they need to go away,” says Dahl, because “they weigh the management team down.”
The same discipline applies to the CEO. Dahl has served on boards that made it safe for a newer CEO to admit a gap on his own executive team and then helped him hire for it. “The CEO sits in a very lonely chair, especially in these dynamic times,” says Dahl. “The CEO needs a board to explore what’s possible.”
Fortunately for me, the chair I occupied at 36 never felt that way, because the people around the boardroom table refused to leave me alone in it.
Disciplined Thought
Collins’s second stage, disciplined thought, happens mostly where nobody sees it, in the days leading up to a board meeting. Winston has seen how easily valuable board time can be consumed by polished presentations that simply recap the status quo. A disciplined board takes a more productive approach: Directors review the materials in advance, reflect on the implications and arrive prepared with thoughtful questions. The meeting then begins where the pre-read ends, creating more time for strategic discussion, constructive challenge and decisions that move the organization forward.
Dahl tells of a retiring CEO generations deep in his family’s business. He and his president had worked together for 40 years, long enough to finish each other’s sentences, and now he wanted to step back. He had decided the company needed a real board for the first time, but he wasn’t ready to relinquish control, so he recruited Dahl with disarming candor: “I’m going to be chair. I know the business, but I know nothing about how to operate with a board. Would you be lead?” She built a successful partnership with him, reining him in when he waded too deep into the business, but what made it work was a disciplined reality check he put on himself. His son was in line to lead the company, and the chair had one fixed rule, stated at the outset: “I do not want the business to undermine my family.” Every decision had to pass that gate, and when a path forward failed the test, he declined to take it. The conviction held firm through change and transition, and his son leads the company today.
The discipline of asking good questions is an underrated hallmark of effective directors. Dahl suggests that they should catch a manager on something he had not considered, turn it a little and send him back to work seeing the business differently. “The next time they come to you, they’re in a different place,” says Dahl, and the company is better because of what the question started. She notes that the kinds of questions that do this always invite people to think more deeply or see new angles. Nobody at the table should feel played or trapped.
Still, what worries her are long-tenured directors who lose their curiosity edge. Boards that live with a company long enough fall in love with it, start excusing away the warning signs and quit saying the three words she prizes most in a boardroom: “Tell me more.”
Prepared directors will disagree, and Winston counts that as the system working. “Directors should never confuse collegiality with consensus,” he says. The boards he admires expect challenge from every seat, argue the evidence early and leave the room speaking with a single voice.
Winston also draws a sharp distinction between disciplined thinking and cautious thinking. “You can’t earn margin without risk,” he says. “I want marketing and sales to be as aggressive as hell.” The board’s role is not to eliminate risk, but to ensure that it is proportional, that “the risk doesn’t severely outweigh the opportunity for gain,” and that each venture draws on strengths the company genuinely possesses. The chair in Dahl’s story had already made that judgment: There were risks worth taking with the business, and one, to his family, that he had ruled out from the start.
My life’s work as a banker taught me the lesson Dahl and Winston are describing from two sides: The smartest person in the room is usually the one asking the right questions.
Disciplined Action
Clear thinking has to become something at some point, and Collins’s third stage, disciplined action, is where a board’s good intentions either turn into practice or become forgotten priorities. The plainest example of the conversion I heard came from Dahl.
One of the companies she serves today came to her in disarray. Three brothers owned it, and they argued about nearly everything, to the point that one had stopped engaging altogether and hired a proxy to sit in for him. There was, in her words, “no order in their family around how they were going to conduct the business,” because, for years, the brothers had run it by chatting with one another and inventing things as they went.
The repair turned out to be ordinary: Dahl gave them an annual calendar and real agendas. “They line up with what the business needs, the business lines up with what the board needs,” she says, and the disciplines cascade from one to the next. The brothers are building confidence that they understand how the pieces fit together, and it “just changes the whole conversation.”
What Dahl gave the brothers is what she gives every board she leads, and it starts with the one resource a board controls outright: its time. A board meets only a handful of days a year, and every year brings more obligations than those days can hold. The easy answer is to add a day, then a half day, then another, and Dahl refuses it. “No, this is the time we have. How do we want to use it?” She lays the year’s required oversight work across the calendar in advance and protects a share of every meeting for strategy, so the year’s hard thinking never gets crowded out by its housekeeping.
The same discipline runs down into each meeting. Before one convenes, Dahl sits with the executive team to settle what they need from the board that day, which keeps management from packing the agenda with everything they happen to be working on. Directors who want every detail get her standing rule: “Give me the executive summary. They can go to the appendix, but we’re not going to spend time on footnotes in the meeting.”
Collins observed that great organizations, by acknowledging their own limitations, be that time, resources, expertise or even just the facts, stop trying to take on many good things so that a few exceptional things get their full attention. Winston takes it a step further and applies that idea to the agenda itself. He has watched topics creep into board meetings, particularly at smaller organizations. “That might be a good sidebar issue, but it’s not really appropriate for tying up board members’ time,” says Winston. Some items survive on inertia alone, carried forward because of the template or the form of the meeting, and it takes discipline to strike them. In my own board work, I have learned to question which agenda items are there because they were left on autopilot 25 years earlier. It sounds preposterous, but I’ve seen it happen.
Disciplined action also continues after the board votes yes, and Dahl learned that one the hard way. She once stepped in as interim CEO of a company that had never formally developed an overall capital plan. It had cash in the bank and good inventory, so it bought what it needed when it needed it and felt frugal doing so. When she got into the numbers, she found the shop had repaired some forklifts more times than a new one would have cost, and nobody had ever been required to ask. Boards make the same mistake at larger scale, approving investments on projected savings and never going back to ask, in her words, “Did we deliver it?” A disciplined board writes down the assumptions behind a yes and puts the review on the calendar.
Winston tells the mirror image of that story, in which the disciplined decision was the bigger investment. He watched a public company defer investment a business plainly needed, “more machines in the factory,” because management was “beholding to the analysts and it’s three Qs and a K,” a reference to the quarterly and annual reporting cycle that rules a public company’s calendar. A private acquirer bought the neglected operation, funded it within a year, and soon watched it “spinning off way more capital than it did for the public company.” The private owners could afford to judge the investment over a longer horizon, and they did.
Dahl has coached first-time directors through the hardest habit of all. They arrive from operating careers, get frustrated because they want to do things and see things and drive things, and so they meddle, having not yet learned that a board seat is not an operating role. The line between governing and managing is where disciplined action either holds or fails, and the payoff for holding it shows up on the executive team’s drive home. Dahl wants no groans of “Oh my God, another board meeting.” She wants “Thank God we had that meeting. They caught that one thing that made all the difference.” That, in her language, is “a good-catch board. They’re not a gotcha board.” People walk away with a new view, inspired to think bigger and with more rigor to ensure their success.
Discipline Must Be Renewed
The Dunwoody board never decided to stop caring about its own financial depth. Nobody ever does. Dahl has watched the pattern in enough companies to describe it from memory: An organization gets disciplined about something, the discipline works and the success convinces everyone the discipline no longer needs tending. According to Dahl, “You lose the discipline because you’re taking it for granted. It will decay at your core and no one will realize it till it’s too late.”
Discipline is no fun while you are doing it, which is why it often lapses. Dahl reaches for the sports version of the problem: Skip the two-a-days and the stamina is gone late in the game, long before anyone connects the loss to the practices that stopped. What saved the college was scaffolding, in Dahl’s phrase: a board discipline aligned to the business, and a governance committee with a standing job — asking every year what the board needed to be, whether or not anyone felt like asking.
Dahl also offered me a definition of discipline I have not been able to improve on, and it describes the framework exactly — “the deliberate practice of creating the conditions where good people consistently make good decisions.”
Those words also describe the boards this series has been portraying all along through Collins’s Good to Great principles. They act as one team; they put the right people in the seats around their own table and in the CEO’s office; they build the candor to face their hardest facts; they protect the few bets that deserve the company’s full talent and capital; and they practice discipline on themselves, year after year, so that the other four hold.
Those five came from the seven concepts Collins presented in Good to Great after spending five years asking why a few companies make the leap while comparable companies stay ordinary. This series has examined them through the board’s leadership, its composition, its judgment and its conduct.
Collins looked for his answer inside executive suites; this series went looking in boardrooms, through conversations with outstanding directors and my own years at the table, and in that quest we both found the same thing: “Greatness is not a function of circumstance. Greatness, it turns out, is largely a matter of conscious choice.”
Around a boardroom table, the choice Collins encourages already good companies to make looks like a dedicated group of people who treat the stewardship of someone else’s life work as seriously as their own. Board members of great companies show up, each time they gather, prepared to earn each other’s trust as well as that of the company executives and managers whose livelihoods they hold in their hands.
The work is quiet, and it repeats. Done well, over years, it is what greatness in a boardroom looks like.