Guide
Board Succession Planning Guide
Succession is one of the board's most important responsibilities — and one of the most often postponed. This guide covers emergency and planned chief executive succession, the leadership bench, and the board's own succession. Read it here, download the editable Word file, or print it.
Corporate board of directors — CEO, leadership, and board succession
Organization
Prepared by (committee)
Date adopted
Last reviewed
1. Why the board owns succession
Selecting, evaluating, and, when necessary, replacing the CEO is among the board's most consequential decisions. Management develops the bench; the board owns the plan and the decision.
2. Emergency succession
Plan for the unexpected: sudden departure, illness, or death. Name who serves as interim CEO, who has authority to act, and how employees, customers, lenders, and shareholders will be informed.
- Interim CEO designee:
- Backup designee:
- Board members authorized to act:
- Communications lead:
3. Planned CEO succession
Begin two to three years before an expected transition. Define the success profile from the strategy, assess internal candidates, decide whether to run an external search, and plan an overlap period.
- Expected transition window:
- Success profile — top requirements:
- Internal candidates:
- External search needed? (Y/N):
4. The leadership bench
Identify key roles beyond the CEO, their readiness, and specific development actions. Review the bench with the CEO at least annually, including in executive session.
5. Board and officer succession
Plan for chair and committee-chair transitions and director term expirations. Use the skills matrix so each new director fills a real gap.
6. Transition and onboarding
Define the outgoing CEO's role during the transition, a first-90-days plan for the successor, and a communication plan for employees, customers, and investors.
7. Ownership and leadership transitions
When ownership is also changing — a sale, a merger, or an ESOP transaction — coordinate leadership succession with the ownership plan. Buyers, lenders, and trustees will look for leadership continuity.
8. Annual review
Review the full plan at least once a year and after any major change in strategy or leadership. Record the review in the minutes.
Leadership bench
| Key role | Incumbent | Ready now | Ready in 1–2 years | Development actions |
|---|---|---|---|---|
| Chief executive | ||||
Board and officer succession
| Seat / office | Current holder | Term ends | Likely successor | Notes |
|---|---|---|---|---|
| Board chair | ||||
| Vice chair | ||||
| Treasurer / finance chair | ||||
| Committee chair | ||||
| Director seat |
Guidance notes
- Start before you need it. The best time to plan succession is when the CEO is performing well and no transition is imminent.
- Keep an emergency plan current even when a planned transition is years away. Emergencies do not wait for the plan.
- Develop internal talent deliberately. A strong internal bench gives the board real choices when the time comes.
- Discuss succession in executive session at least once a year, with the CEO's input and without it.
- Succession is not an event; it is a process that continues through the successor's first year.
Before you adopt this plan
- Legal counsel review is recommended
- Have qualified legal counsel licensed in your state or jurisdiction review and adapt this material before your board adopts or relies on it.
- Educational model language only
- This is a general model provided for educational purposes. It is not legal, tax, accounting, compensation, or compliance advice, and it does not create an attorney-client or advisory relationship.
- Tailor to your governing documents and law
- Align it with your articles of incorporation, bylaws, applicable state corporate or nonprofit statutes, employment law, and any regulatory requirements that apply to your organization.
- Adopt and record formally
- Approve the process by board vote or resolution, record it in the minutes, keep sensitive material confidential, and review it annually.
This resource is provided for educational purposes only and does not constitute legal, tax, accounting, compensation, or compliance advice, nor does it create an attorney-client or advisory relationship. Adapt it to your organization's governing documents and applicable law, and have qualified legal counsel review it before your board adopts or relies on it.
Want help planning a leadership transition?
Leadership transitions go best when they are planned years ahead. If your board or leadership team could use a confidential conversation about succession, I'd be glad to talk.
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