Succession checklist for board continuity

Succession planning is the single most important responsibility of a Board of Directors. In our work across private-company board mandates, a significant share of boards operate without a formal written succession plan; among those that have one, many haven't revisited it in over two years.

When a CEO departs unexpectedly (health, board conflict, a better offer), the resulting vacuum destroys value quickly. Employee morale drops, customers pause renewals, and investors recalibrate their thesis.

Effective boards distinguish between two types of plans:

• The emergency plan addresses who steps in tomorrow if the CEO is incapacitated. It requires a named interim CEO, a communication protocol, and pre-defined decision rights.
• The strategic plan asks who will lead this company in its next growth phase. That involves developing internal contenders and maintaining an active external bench.

Most boards confuse the two. They name an Interim CEO and think they are done. That is not succession planning; that is disaster recovery.

“The best time to plan for a CEO transition is when your current CEO is performing well. The worst time is when they just resigned.”

To move from reactive to proactive, we recommend auditing your board's readiness across four dimensions:

• Governance: does the Nominating & Governance Committee have a clear charter, and is succession a standing agenda item at least twice a year?
• Assessment: is your view of the internal bench objective? Third-party assessments surface realities that relying on the CEO's opinion does not.
• Pipeline: are you maintaining a warm external bench? Strong boards know their top external candidates for the CEO role and refresh that list continuously.
• Transition: is there a documented 90-day onboarding plan for the incoming leader, reviewed annually and ready to execute under pressure?

The sitting CEO must be involved in developing internal successors but cannot own the selection. That is the board's responsibility. We advise boards to include succession readiness explicitly in the CEO's annual performance goals. A CEO who isn't building a bench is not meeting a core obligation.