The following is an excerpt from a conversation that took place at MLR Media’s The Private Company Governance Summit 2025.
SPEAKERS: MARY ANDRINGA, chair emerita, Vermeer Corporation; ANNE EITING KLAMAR, chair, Midmark Corporation; BEN PERSOFSKY, head of the BBH Center for Family Business, Brown Brothers Harriman; WILL REHRIG, CEO, Rehrig Pacific Company
PERSOFSKY: How did you first come to embrace independent directors on your board?
ANDRINGA: We brought on our first independent directors in the mid-80s, not because we were particularly enlightened, but because of family tension over the last decade. We were advised to bring in outside voices. So, we started with a finance person and a manufacturing guru. Over time, we added more. By 2014, we had a “plus one” board: six independents and five shareholders. When I transitioned from chair to chair emerita, we scaled that back to nine total members — five independents and four shareholders. Those directors have helped us through difficult family times and made a huge impact on the business.
KLAMAR: I inherited what I call a “yes man” board from my father. It was mostly friends and family. We built it into a much more strategic, independent board. At one point, we had nine independents out of 11 members. They’ve been mentors, strategic thinkers and incredibly valuable partners, especially for me as a physician-turned-CEO who didn’t initially have a strong business background.
REHRIG: Our situation was a little different. Until three years ago, we didn’t have a board at all, not even a group of informal advisors. I decided to build one because I wanted to preserve our culture and values through generational transition. I’m the only shareholder and, other than my daughter, the only family member in the business. I knew I couldn’t build the right board quickly if I waited too long, so I started early and intentionally.
PERSOFSKY: What’s the real value independent directors bring to your business?
ANDRINGA: We’ve had independent directors push us in exactly the right ways. One got us into continuous improvement in the 90s and, without that, I don’t think we’d be the company we are today. Another helped drive a more aggressive estate planning process. More recently, two directors with strong M&A experience have been essential in keeping management honest during acquisitions. They ask the hard questions management sometimes overlooks.
KLAMAR: They bring objectivity, and no baggage. Independent directors aren’t tied to the family legacy. They don’t hear the echoes of “Your great-grandfather said this…” That makes them freer to challenge assumptions and bring fresh strategic thinking. One of the most important areas they’ve helped us with is CEO succession. That’s always a delicate subject in family businesses, and they’ve done it really well.
REHRIG: They hold me accountable. Before I had a board, I didn’t really report to anyone. That’s great until you realize you may not be seeing everything clearly. Independent directors bring feedback that’s sometimes hard to hear but always well-intentioned. It’s been invaluable for my own growth and for the business.
PERSOFSKY: How do you build trust between independent directors and shareholders, especially in a family business?
ANDRINGA: You can’t force trust. You have to invest time in it. We’ve done a lot of one-on-one work between directors and shareholders. For example, it took years to get all our shareholders to sign onto a buy-sell agreement. Two of our independent chairs had to spend time with those who were not comfortable signing, listening to concerns and recommending adjustments. Those conversations made all the difference.
REHRIG: I was intentional from the start, inviting board members to company events, encouraging them to spend time with my management team and just being present with them. That built rapport quickly.
KLAMAR: Trust takes time and, sometimes, hard conversations. I’ve had directors who weren’t a good fit culturally. One, in particular, had valuable experience, but her style was off-putting to management. After years of coaching didn’t work, I had to ask her to step away. That wasn’t easy because I’d handpicked her. But if the boardroom dynamic isn’t right, it affects the whole organization. We owe it to the business to make the hard calls.
PERSOFSKY: What are your best practices for making sure communication stays honest and productive?
ANDRINGA: We have several touchpoints. Every board meeting includes executive sessions — with and without the CEO. We also conduct an annual board survey focused on values like respect and balanced dialogue. Each shareholder director is paired with an independent director as a mentor, and they typically talk before or after meetings. That gives people a safe space to raise concerns that might not surface in a full board meeting.
KLAMAR: Surveys are good, but they can be misleading if everyone just checks “strongly agree.” I take a more personal approach. I travel to meet directors, have dinner with them and sit down for a one-on-one conversation the next day. I bring questions but also make space for open-ended feedback. That’s where I hear what’s really going on. In one case, I heard from every single director that a colleague was monopolizing airtime. That helped me take action in a way that was respectful but necessary.
REHRIG: I focus on vulnerability. When I had to let a CFO go after only six months, I was completely open with the board about what I got wrong. That builds trust and encourages the board to be just as honest in return.