This is the third of a five-part series. Check out parts one (Good to Great in the Boardroom: Level 5 Leadership – Private Company Director) and two (Good to Great in the Boardroom: First Who, Then What – Private Company Director) of the series.
Over the past half century, no comfortable phrase has steered more companies into mediocrity than the one executives and directors repeat most easily: “If it ain’t broke, don’t fix it.”
It is easy to see what tempts a management team into that mindset. Maybe the company has finally turned profitable after a long stretch of instability or brought costs and revenue into line so the margins look strong or watched a competitor retreat after a bruising, years-long fight. At moments like those, good companies take a victory lap. Great ones double down on discomfort and go looking for the next level, even when reaching it means breaking the very model that got them there.
One of those great ones is a company whose transformation Andy Gilicinski saw from the inside. Its CEO ran a well-managed, profitable, genuinely successful industrial business. He looked at his four independent directors, each of whom had given nearly a decade of steady, reliable service, and decided they no longer had the skills or the appetite that an aggressive growth strategy would demand. With the backing of the board and shareholders, he used the company’s annually renewable term structure to replace three of the four at once.
Gilicinski served on the reconstituted board, which the following year began a challenging 18-month journey, working on diligence and a capital raise to assemble a strategic acquisition – a deal bold enough to power the business into a new level of capability and opportunity. There were stretches when it nearly fell apart and the directors wondered what they had walked into, yet they held their nerve and closed it. Flawless integration and stronger-than-expected operational synergies in the first year drove the firm’s revenue to grow by several multiples, and EBITDA by even more. The company reached new heights beyond anything seen in the past three-quarters of a century. All of it traced back to one earlier and far more courageous act: an accomplished, collegial, long-tenured board accepting that it was no longer the board the company needed.
A director of third-generation, family-owned companies himself, Gilicinski understands why “good” is the enemy of “great,” and what it takes to break free of the comfortable habits that keep a company complacent. Before the boardroom, he spent more than three decades leading research and innovation at companies including Clorox and SC Johnson, ran the diligence on acquisitions such as Burt’s Bees and Sun Bum, and lived with what that diligence surfaced through years of integration. Today, he advises companies on mergers and acquisitions and mentors senior executives through the hardest professional passage many of them will ever face: the forced exit, where a leader has to confront a brutal fact about themselves before they can write the next chapter. He earned a place in 2025 on a list of 100 exceptional private company directors and teaches a framework he calls “the four habits of a highly effective board.”
This is the third article in a five-part series that carries Jim Collins’s Good-to-Great principles into the boardroom. Collins wrote them for the people who run companies; this series asks what they demand of the people who govern them. The first piece, drawn from a conversation with former U.S. Bancorp CEO Richard Davis, took up “Level 5 Leadership” and argued that a board’s first task is to function as one team, with directors who leave their ego and resume at the door. The second, with veteran directors Anna Catalano and Jonathan Johnson, turned to “First Who, Then What” and showed that boards have to get the people right at three levels at once: the CEO they hire, the team that CEO builds and the seats they themselves occupy.
This installment takes up “Confront the Brutal Facts,” the principle that puts the first two to the test. Public companies do not always rise to greatness, but they at least operate inside machinery that drags hard truths into the room, whether those truths are welcome or not: activist investors, analysts, proxy advisors and shares that reprice with every perceived weakness. Private and family-operated companies have almost none of that pressure, which means the courage to confront brutal facts has to come from inside the room, through deliberate, engineered introspection.
Confronting Difficult Conversations
Confronting brutal facts sounds simple enough, but the hardest part inside a boardroom is creating the right conditions for radical honesty. The difficulty is that directors are often in their seats because the owners trust them, they are liked and respected, and years of shared service have taught everyone to keep meetings collegial. On the board of a multigenerational family company with a culture the family believes in, Gilicinski observes that it’s seldom easy to raise the difficult point “without feeling like you’re the dissonant note in the orchestra.” To move past that obstacle, Gilicinski has spent years crafting mechanisms to engineer candor.
The first is the standing executive session, held at every meeting whether or not anything is wrong. Most boards reserve the closed-door session for trouble, which is the very habit that defeats its purpose, because a board that clears the room only when something has gone wrong has announced the crisis before a word is spoken. Held every time, the session does its quiet work even with no agenda. “Always have them, even if there’s no obvious topic,” says Gilicinski. “Stuff comes up, and it keeps the muscle agile for the board to have those tough conversations.” The session stops being an alarm and becomes a reflex, and a board that practices candor in calm conditions has it ready when those conditions take a turn for the worse.
The second mechanism lives entirely outside the boardroom. Some of the most honest conversations, Gilicinski finds, happen the night before, when the independent directors have traveled in and gather at the hotel bar, where someone finally says aloud the thing the group has been circling for weeks. He has stayed there “till almost midnight,” working out how to raise a problem the next morning “in a way that’s culture-appropriate,” but “driving toward resolution.” Those late hours are part of the board’s work – the directors crafting the right messages of candor so they arrive in the meeting as counsel rather than as an ambush.
The third mechanism is simple frequency, which Gilicinski says he borrowed from private equity. He stays in light, regular contact between meetings instead of going silent until the next agenda lands. A short call, a quick message or a question raised while a matter is still small can surface problems early, when they are narrower, cheaper and easier to say out loud.
Even so, candor should not be considered synonymous with bluntness or incivility. Gilicinski describes the objective as “a balance between raw courage and candor and the diplomacy and the recognition of the long game you’re playing with this set of relationships to advance the company.” That balance is the craft, and it is what separates engineered candor from corrosive friction. Directors should be building reputations for candor so that others in the room can take them at their word. At that point, when the hard conversations need to happen, and eventually they will, brutal facts can be confronted without anyone taking them personally.
Confronting the Ghost in the Room
From the moment they are formed, institutions make decisions that reverberate through the rest of their history. People choose, and sometimes fall into a practice without choosing at all, in ways that carry implications for decades. Why does the board meet on the second Tuesday of every month rather than the second Wednesday? The reason might be nothing more than a long-departed chairman’s standing conflict on another day, a scheduling accident that outlived both him and the board that knew him. Other inherited decisions carry far more weight. A company might have refused to take on debt for 40 years because a downturn and an unforgiving lender once brought it to the brink in the founder’s era, and the unwritten lesson the survivors handed down was that borrowing is how a family loses what it built. Long after those directors have left the room, a newcomer who proposes a sensible, modestly leveraged expansion runs into resistance that no one can quite explain.
Boardrooms are full of this kind of history, invisible to a newer director, and it governs how any hard truth in the room is received. Gilicinski calls it the “ghosts in the room.”
“There’s history — years, sometimes decades, of history. I was coached on this when I was in an operational role in a fifth-generation family company: Learn about the ghosts in the room, learn their names, learn what happened. Because 20 years ago somebody suggested this, and something really bad happened, whether people consciously remember it or whether it’s a primal memory in the back of their brain.”
The instruction carries a practical lesson because a proposal that looks plainly correct to a newcomer may collide with one of these ghosts, and the resistance it meets will have nothing to do with its merits. On a public board, turnover and term limits tend to bury the ghosts within a few cycles; on a family or multigenerational board, they can persist for generations, which makes learning them part of the job.
Technology is beginning to help with the excavation. A board can now, with appropriate care and safeguards, use AI to pull decades of minutes, presentations and correspondence into a searchable record, then ask why a project was launched, or quietly shelved, 15 years ago. Used well, it turns institutional memory from something carried in a few long-tenured heads into something the whole board can consult. Still, finding the record is not the same as reading its residue. AI can surface a decision and the debate around it, yet whether that choice still carries an emotional or cultural charge is a judgment that stays with the directors in the room.
Understanding the history also changes what counts as a brutal fact in the first place. A newcomer’s instinct is to find inefficiencies and name them, but some of what looks like slack could be load-bearing. Gilicinski points to a company he serves that describes itself, in its own words, as “a golden rule kind of company.” An outside eye could study its employee practices and see money left on the table. He has heard the case that “we could harvest extra EBITDA if we sharpened up our employee processes,” and he has watched the board decline to chase it, because the loyalty those practices buy “is worth money too.” Sometimes, he says, “there’s long-term value in embracing the culture of the company.”
Naming ghosts is rarely part of any governance checklist, yet it is one of the more useful disciplines a board can build. Sometimes, the brutal fact is simply that no one can say why a thing has always been done a certain way. The director who walks in asking what happened before, and why, is the one who can separate a real brutal fact from a false one and move the conversation forward. Pretending there are no ghosts is the surest way to learn, the hard way, that they’re there.
Confronting the Future Before It Arrives
At some level, we all understand the future is unknowable, and that the further out we look the less predictable events become. Still, we make decisions based on certain beliefs and assumptions, only to confront later the variables we failed to factor in and the outcomes we could not have anticipated. Except in the realm of personal investments, predictions that most people make carry few long-term consequences. Such is not the case for company directors.
Gilicinski puts the job in plain terms: “We’re paid to predict the future,” he says. “You could train a monkey to sit there and wait until the train wreck happens. The magic is in anticipating it and being able to proactively do something about it at far lower cost than waiting until maximum impact, maximum damage.”
His point is that a board that only reacts to the brutal facts already on the table leaves most of its value uncaptured. Great boards build tools that drag as many salient facts as possible into the open early. One exercise he recommends is the pre-mortem. Before committing to a project, the board imagines it has already failed: We are two years into the future and the thing has collapsed. Now work backwards and explain why. Saying the failure out loud gives everyone permission to name the risks that politeness can often bury.
A second tool Gilicinski carries over from the deal table, where he spent much of his career, is “Deal making is a great truth serum.” Run a diligence exercise on your own company as if you were about to sell it, and the compromises you had learned to live with reappear in a harsher light. The exercise works because “numbers don’t lie,” and when a valuation comes back low, the figure tells the story the board needs to discuss. More often than not, he adds, “one or more board members will say, ‘Yep, I said this last year.'”
Directors are often asked to choose among options laid out in curated board packages, prepared by knowledgeable consultants and senior managers, that can inadvertently leave out information the board most needs. To bridge the gaps, Gilicinski spends a day in the field each year, riding along with the sales team on his own time, close enough to see what the slides leave out. The posture he keeps is the one good directors learn by heart: nose in, fingers out. Pay attention to everything, take over nothing.
The discipline that ties these tools together is what Gilicinski calls working “left of boom,” anticipating problems before they escalate and dealing with them while they are still manageable. On a private or family board, where no analyst is modeling next year’s risks for you, that habit is the job itself, the difference between a board that steers and one that only records what already happened.
Even the best anticipation cannot prevent every hard season. The 18-month acquisition that remade his company ran through long stretches of deal fatigue, the kind where, as he puts it, the “CEO is ready to jump out of the first-floor window,” and the board still had to hold its nerve and close. Collins called this the Stockdale Paradox, after Vice Admiral James Stockdale, who endured more than seven years as a prisoner of war: Confront the most brutal facts of your current reality and never lose faith that you will prevail. Difficult, yes, but it goes with the job.
Confronting the Board in the Mirror
At the end of the day, every discipline in this article turns on the willingness to confront brutal facts, the principle Collins lays out in his Good-to-Great framework. Candor gets the hard truth spoken, curiosity uncovers the history behind it and foresight names the risk while it is still small. The last test is whether a board will train all of that on itself, and it is the hardest test of all.
As the opening story in this article makes clear, the company’s directors took the risk of remaking the board before performance forced the issue, and that choice created the conditions for the strongest stretch of sustained excellence in its history. It could have gone the other way. That is why few well-performing companies are willing to confront the hard truth that their board is just good enough but could be far better.
“The best way to address brutal facts about an underperforming director,” says Gilicinski, “is to improve the recruiting and selection process for bringing on directors.” A board that recruits well seldom has to stage the wrenching removal of a director who is liked, loyal and no longer contributing. The discipline is to not settle for good directors and hold out for the best, because in the boardroom, as with companies themselves, as Collins warned, good is the enemy of great.
A mechanism Gilicinski has found especially effective is the board observer approach. “Every new director comes on as an observer initially. The observer goes through the full director recruitment process, sits and votes on committees, participates in the full board and gets paid exactly the same as any independent director. The only thing they can’t do is vote at the board meeting itself.”
A year as an observer lets the board and the candidate test the fit before shareholders cast a binding vote, and it carries none of the sting of a probation. Because everyone came in the same way, Gilicinski notes, “it’s not viewed as a probationary thing. This is just the way we do it.” Get recruiting right, and a board solves upstream a large share of the problems that would otherwise reach the table later. The observer model will not rescue a sitting director who has begun to fade; that still takes the candid annual evaluation and, when the moment comes, the executive-session conversation no one enjoys. But a board that has practiced candor, named its ghosts and held itself to the standard it sets for management will be ready to have it.
The rewards of moving an organization from good to great are both financial and personal. Gilicinski counts his current board work, for all its difficulty, as the high point of his career. “I honestly believe this is the best work I have been able to do,” he says, the work of helping a family leave the company “better than their generation founded,” so that “their children or their grandchildren” inherit a stronger one. A board that can face the hardest fact of all, the one about itself, is the one that makes the leap from good to great.