“The Board Chair serves as the linkage between the President and the Board of Trustees.” -David Gyerston
[00:00:00] David Gyerston: What motivates her or him to want to be the Chair of the Board? Some Board Chairs are shadow presidents. They really want to run the institution. And other Board Chairs are too disconnected. They want the title but they don’t want to have to deal with anything on an ongoing basis. Call me if the place is on fire, but other than that, let’s not have a relationship.
[00:00:21] Tommy Thomas: Today, we’re continuing the conversation we began last week with Dr. David Gyerston. In addition to his many other accomplishments, David has been the president of three different universities, Regent University, Asbury University, and Taylor University. Each of these schools were in a different stage of the institutional life cycle when David arrived.
These three experiences have honed his senior leadership skills. Additionally, when one is president of three different universities, one gets a lot of Board Governance experience. That’s where our focus will be today.
You mentioned earlier, the board, the CEO-Board Chair relationship. I’m going to segue over into board service because you’ve probably had as much experience in board service in the nonprofit sector as most of the guests that I’ve interviewed. And let’s just ask a basic question. What is the function or the role of the Board Chair?
The Board Chair serves as the linkage between the President and the Board of Trustees
[00:01:23] David Gyerston: The Board Chair really serves as the linkage between the President and the Board of Trustees. And that relationship is probably one of the most important in terms of successful executive leadership and board governance. And right now, I have several clients where I’m coaching both the new president and the board chair together.
In helping them think through and work through their relationships. It used to be that boards of trustees met a couple of times a year, and they heard a bunch of reports, and if everything was going well, they had a wonderful reunion time, and ate well, and then went home. Now Boardsmanship is 24/7.
And much more is expected of board members and the challenges facing our nonprofit faith-based boards have never been greater. As a result, then the understanding of how the board works with the CEO and the senior leadership team and particularly how that relationship supports that between the board chair and the CEO has never been more important. So in my three university presidencies to this day, my board chairs are still my best friends. Because we became even though technically he represented my boss, we essentially walked this together and became – he was my sounding board to say, I think given the executive parameters that the Board has given me, I have the authority to do such and such, but I just want to bounce that off of you.
Is this something that you think maybe the board should be informed about? Before I actually take the action, or do you think I should seek counsel from the board or a committee of the board before I take this action? Or do you think this is an action that the board itself, even though it hasn’t defined that I must report back to them before making this decision?
A lot of times this is stuff that, you build this railroad laying the track in front of the oncoming locomotive. You don’t always know if you’ve got the right track laid out there. And so, I think that relationship of partners together, collaborators together. Too many CEOs see boards as something they have to overcome or manage and that’s just the wrong attitude. Boards are there to collaborate with you as the CEO in achieving the mission and holding you accountable and empowering and supporting and enabling you for you to lead in the basic achievement of that mission. And so, I had weekly calls with my board chairs. I recommend that now that every board chair and president touch base at least for half an hour every week, just as an update. And it’s more than just operational. It’s also spiritual. In terms of mutual support.
[00:04:23] Tommy Thomas: Give me some words and phrases that would describe the ideal board chair. I know it can be situational, but there are probably four or five that you just need, period.
[00:04:33] David Gyerston: As I said earlier, motivation and character are everything for me.
And while there are lots of competencies and capacities you need in a board chair, and I’ll mention some of those in a moment, so much of it has to do with, who is the Board Chair? What motivates her or him to want to be the Chair of the Board? And are they motivated for the correct reason?
Some Board Chairs are shadow Presidents. They really want to run the institution. Others are too disconnected. They want the title but none of the responsibilities.
Some Board Chairs are shadow Presidents. They really want to run the institution. And other Board Chairs are too disconnected. They want the title, but they don’t want to have to deal with anything on an ongoing basis. Call me if the place is on fire, but other than that, let’s not have a relationship.
So there’s a relational component anchored to character and motivation that I think is so critical that I think the board chair needs to represent in character, in motivation, in spiritual commitment the highest ideals of the institution that the board basically is guiding and guarding so and then there are other competencies, of course, that are needed.
I think effective communication skills. This person has got to be a transparent communicator and a clear communicator person who can manage conflict and crisis is really important. I’m seeing more and more faith-based boards in division now than they’ve ever been before. And it’s often over social, cultural, and political issues more than missional or organizational issues.
Masks, no masks, vaccine, no vaccines, Trump, no Trump. On and on the list goes. And good board chairs have to be very capable of managing the divisions and the increasing level of conflict that exists and even the best of faith-based boards. I think a person who can encourage the full involvement of every board member.
Some Board members are overly involved, and a Board Chair must be able to reign them in with grace, but firmness.
You have some board members that are overly involved, and a Board Chair needs to be able to reign them in with grace, but with firmness. There are other board members that are wallflowers. They’re going to sit and say nothing. And you need the full council, the whole council of the whole counselors so that the board can effectively function.
I think that the competency, particularly in institutional viability, I’m seeing more and more of the importance of board chairs knowing how to read a balance sheet and understand, but also in reading that balance sheet, understanding the core deliverables in higher education.
Obviously, it’s somebody who understands the very unique nature of colleges and universities. They’re not corporations. One of the problems I find with successful corporate leaders who become Board Chairs is that they don’t often see that the business of education is very different than the business of producing X number of widgets an hour at a specified cost.
And so understanding the complexity of how higher education operates particularly and the industry, whether that’s, a hospital board understanding the nature of hospitals, whether it’s a nonprofit social service board, understanding the challenges that the clients are facing, those become competencies and then capacity is really critical.
This is, I hinted at earlier, is not a few hours a year, and this is now multiple hours a month, and depending on the state of crisis, it could easily be 10 hours a week. And I’m working with a couple of boards right now whose executive committee is having to meet three to five hours on average a week because of the strategies and the tragedies that the institution is facing and the dangers the institution is facing. So those are just a checklist of things that, when I’m coaching a new board. As a matter of fact, one of the things I just went through, which was really interesting, is I was hired as a consultant to a board of trustees that wanted me to vet two or three of their board chair candidates and to look at the strengths and weaknesses of each and then help them select the best board member for this moment in the institution’s history, because much like we said earlier about executive leadership, what are the big rocks that boy, this board has got to pay attention to right now or the rocks are going to fall on them if they don’t move them.
A good Board Chair must create an atmosphere where differing opinions can be heard.
[00:09:08] Tommy Thomas: Respond to this quote, “You need a director on the board who will be a pleasant irritant. Someone who will force people to think a little differently. That’s what a good board does.”
[00:09:21] David Gyerston: Yeah, I think you always want to create, and this is the role of the Board Chair, a context where differing opinions can be respectfully heard.
And that people can be encouraged to have differences of opinion. There are some personalities that enjoy thinking otherwise all the time. And they’re always going to be the gadfly, and that’s their sense of personal mission and on the boards where I have served and on, on the boards that have supervised me, there have been on occasion a board member or two who felt their primary mission was to stick a pin in every balloon, and so you’ve got to find a balance there.
You want people with differing points of view, and that means that how you build a board in terms of its diversity – diversity in culture, diversity in racial identification, men and women, different professions, most good board practices now have board profiles, where they’ve identified the 20 most strategic skill sets in industry that they feel they need on the board to staff committees effectively, but also to bring those varying perspectives from their industries to what I think are important.
I’m always hesitant to suggest that we recruit a board member whose primary mission is to be the gadfly. But I do think you create a context in which even if a board agrees 90% of the time and 95% of them agree 90% of the time the 5% feel free because again, they’re there. I like Scott Rodin’s idea that board members are stewards of the mission and they’re there under divine appointment.
And so if they’ve got a caution or a hesitation, I’ll give you a quick illustration. I had a situation where one board member just felt that a decision was not correct, but he didn’t want to be the gadfly. And so out of respect for the majority who thought it was, he did not share his opinion. Two years later, it turned out that the majority of opinion of the board cost that board over 20 million dollars of unnecessary expense, and the very thing that board member felt a twinge in his spirit about was the cause that resulted in that $20 million loss. And he is now kicking himself that he did not speak up sooner and raise the concern it wasn’t that he felt he couldn’t it was just he felt like he didn’t want to be the bother, the guy throwing the wet blanket on what everybody else was so enthusiastic about and so creating a context where people genuinely are prayerfully trying to discern what’s the right decision and then having a context where if they deeply feel and are motivated correctly for expressing what they deeply feel, not just to be heard because that’s their role but really feel the prompting and the twinge of the spirit in our faith-based settings. The chair then and the president both are responsible for ensuring that all hearts are clear. I love that phrase. Are all hearts clear? And if they aren’t, then let’s stop before we make the decision and find out why your heart, Dave or Joan, isn’t clear.
And is it something that we need to delay decision on, something we need more information on, or is it just something that fundamentally it’s a disagreement that doesn’t really have at its heart the danger to the mission that we then move forward and say Dave, appreciate your position on this but as a majority, we think this is the right way to go and as a good board member in those situations, I would say all right, I support that because again, one of the basic principles is that you don’t go out of a board meeting and not support the whole the decision of the board, even though you may have disagreed with it.
And you always want to be able to have your heart clear that you’ve been heard. Even if you haven’t been agreed with.
[00:13:54] Tommy Thomas: You and I are old enough to remember Enron and for those that aren’t, all they have to do is read the paper recently and see about the bank failures in Northern California.
And although these organizations aren’t nonprofits I’m sure there are lessons we can learn. One guy did some writing after Enron, and he said that the board was just guilty of not asking hard questions. Which they didn’t. They didn’t dig deep into the finances. How does a board ensure themselves that they’ve got people asking the questions, and people are comfortable asking the questions, which goes to your last few comments.
[00:14:35] David Gyerston: Yeah I think, again, in terms of best practices, there are elements of information that every board should be looking at routinely. And so those get identified and then the administration is expected to provide those reports and that information honestly, fully, and transparently. I think that’s really critical.
The Board needs to know what information it needs in order to ensure that they’re fulfilling their legal fiduciary and moral obligations to the people the organization serves.
And so, the Board needs to know and figure out what information does it need in order to ensure that they’re fulfilling their legal fiduciary. And moral obligations to the people the organization serves and then, the boards tend to ask how to questions more than why to questions, often there were looking at how are we doing?
Is it efficient? The effective side of it often is not as much focused on in terms of probing and questioning, and it’s back to, when an organization puts out a mission statement, that’s a promise. And by the way, there’s been a lot of litigation now by beneficiaries of the institution feeling that the promise was not delivered on.
And again, as we said earlier, with faith-based and non-profits, it’s hard to actually measure the effectiveness of the delivery of promises. But I think the board should be always asking with every decision, why are we doing this? And how are we sure that this is basically delivering on the promises we’ve made to our donors, our students, our clients our constituencies that are out there?
And so, a lot of times it takes a great deal of energy. And the good news is that there are a lot of great organizations doing this very well. And the danger I find with a lot of nonprofits is they’re very siloed. They think, nobody else is like us. The reality is 90% of other organizations are just like you and there’s something you can learn from them in terms of getting out with best practices.
And so again, one of the things I do in coaching new presidents and new board chairs is to connect them to some other presidents and board chairs that they could be a part of in terms of a list, sharing together from time to time, identify about 10 organizations similar to you get to know their CEO and their board chair and bounce ideas off of each other and see who else has wrestled with this and how they’ve wrestled with it.
A lot of times you’ll find out what you should not do, but I think, again, getting accurate information and knowing what information to ask for becomes one of the biggest challenges of being an effective board in these settings.
[00:17:30] Tommy Thomas: One of your colleagues, Dr. Sandra Gray, whom I interviewed very early in my podcast, we were talking about risk management, and one of her thoughts was that probably nonprofit boards didn’t pay enough attention to risk management. Any thoughts that you have there?
[00:17:46] David Gyerston: Yeah I think that we sometimes, because of the spiritual nature of what we do we know God is in control and God historically has bailed us out in the past that we’ve not paid as much attention to what are the emerging threats and risks that the institution is facing in this day and age.
And so much of the emerging risks right now have to do with personnel-related issues. And government delineations of personnel and the LGBTQ agendas, the Title IX agendas a lot of things like that are finding more and more, I think students and parents in higher education are more likely to litigate over disciplinary issues over other things that they view as a threat.
Typically, most of us, most of our organizations are insured and good insurance companies will come in and do a risk mitigation assessment before they actually issue you a policy. Because if you’ve got a lot of broken sidewalks and railings that are ready to fall off of buildings obviously they’re going to want those fixed.
So we’re used to risk management in those areas. But right now, it’s missional risk management. What are the things that are likely going to cause us to not be able to continue to deliver on our mission? I’m working with one university that took a position a few years ago as it related to the broadening of Title IX to include sexual orientation as a protected category in that state, who said, if that is what is required of us, we’ll close the institution and move to a different state.
And I think risk mitigation has to move to that missional centric. What are the things that, if something changes, would make it very difficult and perhaps impossible for us to maintain integrity with our mission, to be Christ-centered, and biblically anchored in all that we do, and if we’re required by the government, local, state, national, to compromise on those, at what point do we compromise?
And we’ve got a lot of our Christian colleges and universities right now, Tommy, as you know well, that are right in the middle of that kind of decision-making. And they didn’t in advance anticipate that they would ever get to the point where they could lose their 501c3 status. Because they didn’t let people, faculty members switch gender or something like that.
And I think risk management has to be more concentrated on missional risk as opposed to operational risk, which is where we’ve been in the past.
[00:20:41] Tommy Thomas: I recently heard a nonprofit CEO say when they want you to stay is the best time to leave. When should a board or a CEO begin to address succession planning?
The day the new CEO is hired is the time you put a succession plan in place. Because if you decide to do something two or three years into the CEO’s tenure, that can be a real threat.
[00:20:54] David Gyerston: I think the day the new CEO is hired is the time you put a succession plan in place. Because if you decide to do something two or three years into the CEO’s tenure, that can be a real threat. What’s the board trying to tell me? One of the areas that I work on is board policy manual reviews and assessments.
And one of the things that I look at right up front has to do with whether there is a succession plan. And so that’s done independent of the current leadership. And how is succession going to occur? In these kinds of situations, you have a planned succession, or you’ve got somebody who’s going to retire in two years, or somebody who has decided they want to leave the CEO role and step into a different vocational calling at that point.
There’s a specific way you go about doing that, and other times there are unplanned succession realities where the CEO is incapacitated and they haven’t had a plan in place to say, should our CEO be unable to serve? How do we manage and handle that? And then there are the most difficult, which are the ones when a CEO has to be immediately dismissed for incompetency or immorality or some other egregious situation. And succession planning basically falls into three big categories in terms of how you do that particular planning, for a CEO, when is it time for a CEO to start thinking about maybe it’s time to move on? And, I’ve done that probably more than I should have in my career.
Some of it was for legitimate reasons, some less than legitimate. Because of my own personal struggles and issues, but I think that when you wake up in the morning and you’re no longer excited by the challenge, the mission doesn’t burn in your bones anymore. And if that feeling persists over several weeks, then it may be time as we say in Charismatic and Pentecostal settings, maybe the anointing has lifted, and it’s time to think seriously about moving on to something else.
Boards essentially, if they’re doing a regular annual evaluation should be identifying those areas of the CEO’s function that are effective and successful and those where improvement is needed. And that helps a board then know, when, because the reality is that institutions at different points in their history need different leadership.
I’ve been a part of the Coast Guard Auxiliary for several years, and one of the things that I learned in working with the Coast Guard, same with the Navy, is that there are captains for different purposes at different times in a ship’s history. There are mission captains when you’re at war, there are captains who are skilled at maintaining the fleet.
There are other captains whose specialty is to bring the boat into dry dock and to sound the hulls and refit the thing so it can be ready for mission. And I think a lot of times it’s very hard to find a new CEO in this day and age. I know in the searches that you do. Like the ones I’ve been involved in.
There is no shortage of people who think they can do the job. And so you get a hundred applicants and maybe there are five out of them that maybe have the skill sets that are needed at this moment in the institution’s history and need. And so, a board needs to discern, we’ve had Dave as our president for the last 15 years and it’s been wonderful.
But the institution has changed. And the needs of the institution have changed. And the opportunities for the institution have changed and bless your heart, your little heart, Dave, as we say here in the South, bless your little heart you’re not changing as quickly as or even should you change who you are in order to accomplish the next season.
And I think that dialogue when it’s healthy happens between a board and a president have been a part of a few in the last decade where the board and the president came to a mutual understanding that, yeah, that the institution needed different leadership at this point, so let’s plan a transition process and move forward.
[00:25:18] Tommy Thomas: My experience has been that’s hard for boards. Most of the searches we do, CEO searches, the board says, find us somebody to be here 15 to 20 years. And I’m saying, I think in our, and I remember, and you knew him well, Dr. Clyde Cook at Biola. Clyde was a 25-year president.
I tell people there probably won’t be many more 25-year presidents. There may not be many more 15, nor should they be. I think you have to look at it situationally, and law boards don’t want to do that.
[00:25:51] David Gyerston: The most recent statistic, which you may have seen, says that the average university president across all sectors serves 5 – 9 years. So that’s the reality.
[00:26:03] Tommy Thomas: Yeah, if they’re lucky.
[00:26:04] David Gyerston: Yeah, if they survive the first year. The reality is that institutional succession planning needs to be driven by the emerging needs of the institution. As best as can be defined, because so much of it is unpredictable and undefinable now that you’re probably looking at a president for a five-year to 10-year term in faith-based settings would be realistic for most presidents, assuming they have the, and this is one of the keys I know you look for as well, is, can they adapt? Are they able to change? Do they, can they innovate? Can they manage change? Can they manage the conflict of change? And then you can see somebody lasting a little longer.
Barry Corey has been at Biola for 15 years now. Tim Tennant’s been at Asbury Theological Seminary for 15, going on 16 years. And each of them has demonstrated the ability to adapt to the changing realities of their institutions. And those are rare birds. As you’ve suggested, I doubt we’re going to see that happening much in the future.
[00:27:14] Tommy Thomas: Let me close with this question, because we see it all the time, and I’m sure you do. The experience of the outgoing CEO sticking around in some sort of an advisory capacity. Can you argue both sides of that?
[00:27:28] David Gyerston: Again, it’s institutionally specific. I think one of the things I have found and I don’t know what your experience has been at the search process, is that it’s hard to get really good candidates when they know the previous CEO is going to be around in some capacity, as a chancellor, often why I see this title being thrown around as a chancellor, he’s there basically with the mission to help the new president on board. Often there’s the board is worried about, major donors leaving, etc.
And so maybe if they keep the former president around, they can maybe preserve, also they’re hedging their bets. Because often if the new president isn’t somebody that’s already known to them, isn’t an internal promotion, then they don’t know fully who they’re getting. And so sometimes keeping, assuming they want them around, I had that experience at Taylor where they board had decided to keep Dr. Kessler in a Chancellor’s role and they were two years trying to find a new president and were unsuccessful because who wanted to follow Jay Kessler. And Jay and I had been friends for years. They came back to me three different times over about an 18-month period and said, Dave, we just would really like you to consider this.
And Nancy and I felt like our work at Asbury was wrapping up and we did give it consideration. But what the board had done is they were very wise, and they said basically the Chancellor serves at the pleasure of the President. And if you want to use him, go ahead and use him any way you want to.
If you don’t want to, then he can stay home and we’ll pay his Chancellor’s stipend to him for the period that we’ve agreed to. And so Jay and I were able to work it out, in terms of, Jay is an externally focused person. He loves the roar of the crowd, and the smell of the grease paint, and presidents get invited to, a hundred different things a month.
And Jay was my ambassador on my behalf, and he presented himself that way. I’m here on behalf of President Gyerston. One of the dangers is that when the new president has to start making changes, and I did at Taylor, the old president can feel somewhat threatened by that.
And Jay managed those threats extremely well. And particularly when people would do an end run around me, and would go to Jay and say, you know what that Gyerston guy is doing? And it may be something that he maybe wouldn’t have agreed with. He always shut them down and sent them. He said, no, Dave’s the President.
Very few former Presidents can remain connected to the institution and serve a positive and constructive role.
You go back and talk to him. Jay Kessler is a rare bird. Very few former presidents are able to remain connected to the institution and serve a positive, constructive role. So I normally say that to boards that want to honor the title of President Emeritus, and offerto buy him a home 500 miles away from campus. And what has happened with me, which I’ve appreciated, is that I have said to the new president coming in, because it was said to me by the outgoing presidents, if you need counsel, I’m available to you. And so Taylor’s had three presidents since I left.
Each of them have picked up the phone and called me on occasion, basically to get a historical perspective, not to get my opinion about what they should do, but to get the context of what exists and why it exists so they know better what to propose as a plan to deal with whatever now had emerged.
And so I normally discourage keeping the former CEO around in any official capacity, definitely not have him on the board, definitely not have him reporting to the board. I’ve seen that happen and that’s a disaster because the new president doesn’t last more than a couple of years. Because the new president will have to make changes, the old president, now as a board member, or someone reporting directly to the board doesn’t agree with and the undermining occurs very quickly.
[00:31:35] Tommy Thomas: Thank you for joining us today. If you are a first-time listener, I hope you will subscribe and become a regular. You can find links to all the episodes on our website: www.jobfitmatters.com/podcast.
If there are topics you’d like for me to explore my email address is [email protected]. Word of mouth has been identified as the most valuable form of marketing. Surveys tell us that consumers believe recommendations from friends and family over all other forms of advertising.
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“A good Board Chair must create an atmosphere where differing opinions can be heard.” -David Gyerston
Links and Resources
The Perfect Search – What every board needs to know about hiring their next CEO
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