Nearly every successful private company eventually confronts the same question: How do you build a board capable of guiding the business through its next chapter without losing the values that made the company successful in the first place? For David Shaffer, second-generation owner and executive chairman of Just Born®, the makers of prestigious candy brands like Peeps® and Mike & Ike®, the answer was clear long before his family’s nearly century-old candy company actually created a fiduciary board. During his keynote interview with Bill Rock, CEO of MLR Media, at The Private Company Governance Summit 2026, Shaffer reflected on the lessons he has learned about board composition, culture, succession and the governance disciplines required to build a company that thinks in generations rather than quarters.
Building the Board Before It Was Needed
Shaffer’s vision for an independent board began decades before one was actually created, as was indicated in a conversation with Ross Born, Shaffer’s partner, cousin and former co-CEO.
“Back in 1995, I wanted to form a board, but Ross just didn’t feel ready,” Shaffer said. “Being a good partner, I let it go. Around 2015, Ross came to me and said, ‘Maybe we ought to consider forming a board.’ Internally, I was thrilled. It really was the right time.”
As the company approached its 100th anniversary, Shaffer saw a challenge that convinced him governance had to evolve.
“I never asked Ross exactly why he changed his mind, but as we approached our 100th anniversary, it became clear to me that neither branch of the family had children headed into the business. I believed then — as I had in 1995 — that the only way to keep the business in family ownership was to establish an independent board. Looking back, I’m very grateful we did it because I don’t think we’d be having this conversation today if we hadn’t.”
That vision shaped the board Just Born has today.
“I knew exactly the type of board I wanted and the kinds of people we needed. It’s a traditional fiduciary board. We have six independent directors and two family members — our son-in-law and current CEO, Chip Jett, and me. We have the standard committees: audit, finance and risk; talent and compensation; and nominating and governance. We seated the original board in 2017. Our last two founding directors recently completed their terms. We’ve welcomed new members and it’s working very well.”
Keeping the Board Focused on the Future
Building the board was only the beginning. Creating the right culture proved far more difficult.
“I believe a high-performing board is always focused on the future,” said Shaffer. “Yes, directors have to review financial statements, oversee the audit and fulfill their fiduciary responsibilities, but the real work is strategy.”
From the outset, Just Born intentionally defined where directors should spend their time.
“When we formed our board, we gave it three primary responsibilities: succession planning, capital planning and strategic planning,” said Shaffer. “That’s where we wanted our directors to spend their time.”
The transition wasn’t seamless.
“When we first formed the board, our management team questioned why we needed one. Their attitude was, ‘We’re nearly 100 years old. We’ve obviously been successful. Why do we need these outside people?’ You could feel that tension in the boardroom. The board would ask for information, management wouldn’t always provide it — it wasn’t a great way to start.”
Looking back, Shaffer now sees that much of the organization was preparing for significant change. “Ross retired. We bought out the other branch of the family. Almost our entire senior leadership team retired. Chip, Samantha, the board and I had to rebuild the leadership team almost from scratch.”
The company suddenly found itself rebuilding much more than governance, said Shaffer. “In one year, we hired five senior executives. We knew there was almost no chance we’d get every hire right. As it turned out, we retained four of the five, and we recently hired a new chief people officer who is going to be outstanding.”
Today, the relationship between management and the board bears little resemblance to those early years. “We’re in a completely different place. The board has tremendous respect for management. Management has tremendous respect for the board. They genuinely enjoy working together,” said Shaffer.
Culture Comes Before Credentials
For Shaffer, governance begins with culture. “Culture is everything. If you don’t have the right culture, nothing else works.”
That philosophy influenced how Just Born recruited directors before the board even existed. “One thing that helped establish that culture happened before we even seated the board,” said Shaffer. “We had more than 100 people interested in serving. That amazed me. We narrowed the list to eight candidates. Instead of interviewing them one at a time, I brought them in two at a time. I wanted to see how they interacted with one another. I especially wanted to see what happened over dinner. Could they have good conversations? Were they curious? Did they listen?”
“After those dinners, we brought everyone together to meet the management team. Watching those interactions told me almost everything I needed to know,” said Shaffer. “Once we selected the six directors, I knew from the beginning this was going to be a remarkable group. They genuinely enjoy each other. They respect one another. They love working together.”
That same emphasis on culture shaped how Shaffer evaluated every prospective director. “A lot of it begins with instinct. When you first meet someone, you usually develop a pretty good sense of whether they’re the right fit. The first quality I look for is very simple: Are they a genuinely good person? If they aren’t, nothing else matters. Obviously, they need the right experience. Because we’ve developed a strong skills matrix, we know exactly which competencies we’re looking for.”
Shaffer continued, “I also wanted people with real governance experience. I didn’t want to create a board and then spend years teaching governance. Forming the board was already challenging enough. So, my priorities were good people, strong qualifications and solid governance experience.”
Teaching Independent Directors to Be Independent
Selecting the right directors was only part of the challenge. Shaffer quickly discovered that even experienced executives needed time to become truly independent fiduciaries inside a family business.
“Before the first official board meeting, we invited everyone to the company,” he said. “They met individually with members of the senior leadership team. They toured our facilities. Naturally, we made sure they enjoyed plenty of candy.
“Ross and I also spent time explaining our family’s vision and our long-term objectives. Even with all that preparation, onboarding was still difficult.”
The hesitation wasn’t caused by a lack of experience. It stemmed from the unique dynamics of serving on an independent board within a family-owned company.
“Part of the challenge was that these directors understood they were serving an independent board inside a family business. Even though they were independent, they also knew they could theoretically be replaced at any time,” said Shaffer. ‘Because of that, they often deferred to Ross and me [as co-CEOs]. I’d tell them, ‘Please don’t do that. We didn’t recruit you to tell us what we already think. We recruited you because we genuinely want to know what you think.’ It took time before they truly believed that. Eventually they became comfortable challenging us.”
Looking back, Shaffer believes those early years established the board culture that still exists today.
“As founding directors retired and new directors joined, those concerns disappeared because the culture had already been established. Those first few years, though, were difficult. Trying to bring management and the board together required a great deal of patience.”
A Board’s Role in Leadership Transition
Shaffer also credits the board with helping Just Born navigate one of the most significant leadership transitions in the company’s history. “When Ross and I officially began running the company in 1991 — even though our fathers didn’t fully realize we’d already been doing it — we sat down together and agreed on one thing. If we were going to succeed, we had to speak with one voice. The only way to do that was to reach agreement.
“Whenever we disagreed, we promised we’d go behind closed doors. One of us would try to convince the other. If neither succeeded, we’d find a compromise. We did that successfully for more than 40 years.
“Whenever we stood in front of associates, we always appeared together. Ross would speak. I’d speak. We were always on the same page. The reason was simple. We shared the same values. We wanted the same thing. We wanted to grow the business so it could continue doing good in the community.”
After Ross Born retired, the company faced another defining moment. “Shortly afterward, [Ross] called and said his side of the family wanted to sell its ownership. We decided to buy them out during COVID. We didn’t want the company sold. More importantly, we wanted to preserve everything the company was doing for the community.”
The board immediately launched a national search for a nonfamily CEO. “Thank goodness for the board. We launched a search for a nonfamily CEO. We found an outstanding candidate. Everything looked ready to go. A few days later, the candidate called and changed his mind.”
Shaffer returned to the board with a different recommendation. “At that point I went back to the board and said I believed the next CEO should be a family member. I didn’t want to return as CEO. But our son-in-law, Chip, and our daughter, Samantha, were exceptionally capable. I recommended Chip.”
The board agreed — with one condition.
“They wanted me to serve as co-CEO alongside him.”
For Shaffer, the assignment wasn’t about reclaiming authority. “My role wasn’t to run the company again. It was to help Chip navigate something he’d never expected to do. Over two years, I gradually stepped back while he stepped forward. After that, I asked the board if I could become chair.”
Again, they agreed — with another condition.
“They wanted me to remain executive chair.”
Today, Shaffer says the arrangement continues to benefit both the company and its CEO.
“Today, I continue serving in that role. It gives Chip comfort. I attend senior leadership meetings but not one-on-ones. I’m in the office whenever everyone else is there. Chip and I have an incredible relationship. I’d known him for 10 years before he joined the business. I had complete confidence he could lead this company.
“One day, he’ll fully appreciate just how capable he is. Today, we have a strategic plan to double the size of the business by 2030. Our mantra is simple: Double the size of the business so we can double the good we do.
“Our family is financially secure. We have no desire to treat the company like a bank. Our goal is to keep investing in every stakeholder connected to the business.”
Thinking in Generations
Transitioning from CEO to executive chair required its own adjustment.
“The first thing I learned is that, even if you’re an owner, the chair and a former CEO of 43 years, the phrase ‘noses in, fingers out’ still applies to you,” said Shaffer. “That transition isn’t easy. Even for someone like me, who embraces change, it took a long time to become comfortable simply serving as chair instead of being the person making every decision every day. Today, I enjoy being executive chair. I enjoy helping Chip succeed. I also enjoy watching the board work.”
The experience reinforced another lesson.
“One of the things I’ve learned is that directors can only add value if management truly wants to hear what they have to say. That’s why I kept telling our directors, ‘We didn’t recruit you because we wanted people to agree with us. We recruited you because we wanted your perspective.'”
Ultimately, Shaffer believes the board’s greatest responsibility is preserving the long-term purpose of the enterprise.
“I don’t believe there’s evolution without some revolution. What I hope never changes are the family’s values and its purpose. Our purpose — our reason for being in business — and the values that matter to us should guide everything we do.
“Neither Ross nor I ever took dividends from the company. Everything went back into the business. Everything. We repeated that message again and again. Today, our board understands why we’re in business.
“We ask what will be best for the company for the next generation, not simply what’s best for us today.”