Inside the Board–CEO Dynamic:
Trust, Alignment, and 2026 Governance Priorities
Archive
NACD Northern California
Contact Us
Lisa Spivey,
Executive Director
Kate Azima,
Director of Partnerships & Marketing
programs@northerncalifornia.nacdonline.org
Find a Chapter
About The Event
We began 2026 at PwC’s San Francisco office with more than 100 directors, launching our year of programming while celebrating the Lunar New Year. Board Chair Ira Ehrenpreis reflected on a productive 2025, highlighting 35 programs, 2,000 engaged directors, more than 500 first-time attendees, and twenty-five NACD Directorship 100™ honorees from our footprint.
Inspired by the 2025 NACD Blue Ribbon Commission’s work on the board–CEO relationship, the program featured a candid conversation between Ira Ehrenpreis, Maggie Wilderotter, and Deborah Liu on building trust, alignment, and performance at the top.
VIEW HIGHLIGHTS
KEY TAKEAWAY
Role of a Board Member
- As a board member, being “engaged but not overstepping” means keeping your nose in and fingers out—understanding the business deeply without operating it.
- Directors are most effective when they ask questions rather than make statements, because statements tend to shut down discussion.
- Framing input as curiosity: “Help me understand why this approach makes sense.” This keeps dialogue productive and avoids defensiveness.
- Directors should align with the CEO on the one to three areas where their experience is most useful in the company’s next phase.
- Overstepping, even with good intent, can distract the leadership team; when that line blurs, resetting boundaries informally over a meal can be effective way to resolve the issue with the board member in question.
How CEO Behavior Can Create Friction
- CEOs can unintentionally damage the relationship by over-indexing on operational detail to avoid strategic discussion, withholding bad news, allowing information to reach the board from external sources first, seeking approval without debate, and limiting executive session time.
- Over-alignment between the CEO and board chair can unintentionally centralize agenda control and reduce healthy challenge.
- Managing the board too tightly reduces transparency and makes it harder for directors to understand what’s really happening.
Building Trust in Practice
- Trust builds when CEOs:
- Adhere to a clear “no surprises” norm, to allow the board to support and apply their expertise to help find a solution before it's too late.
- Proactively invite dialogue from the board, including outside of the context of formal meetings.
- Consistently communicate and provide feedback to create durable alignment, not just in a crisis.
- In hard periods, increasing the cadence of conversations between the board and CEO will increase the likelihood of resolving the issue and, in turn, strengthen trust.
- From the board side, trust grows through providing the CEO with constructive engagement, steady support, and staying current on industry dynamics and technologies.
Healthy Board–CEO Culture
- A healthy culture is rooted in relationships and extends beyond the CEO to emerging leaders at the organization.
- Board buddy programs with high-potential executives create insight without interference when expectations are clearly set with the CEO and a process is agreed upon from the beginning, rather than left to chance.
- One-on-one meetings once or twice a year, often over a meal, build context and understanding beyond formal reporting.
- These relationships are about listening and learning—not directing operations.
- If a CEO feels they must manage the board rather than be honest, it signals a trust issue that needs attention.
- Vulnerability is essential, but it only exists in an environment where honest feedback is safe.
Accountability and Alignment
- Executive sessions of independent directors at the end of meetings allow candid discussion and shared perspective.
- Feedback is most effective when the board chair meets with the CEO immediately afterward, while context is fresh.
- Documenting feedback, commitments, and follow-up in writing creates clarity and accountability over time.
- Written records matter if behavior doesn’t change, preventing “he said, she said” dynamics.
- Misalignment often stems from misunderstanding or external pressure, such as pushing for visible progress before real readiness (e.g., AI strategy).
CEO Performance
- If CEO performance is slipping, boards should adopt a mindset that assumes the CEO can recover with the right support and clarity.
- The board’s role is to determine whether issues stem from relationship breakdown, skill gaps, or the need for coaching or education.
- CEOs and board members benefit from attending director and executive education programs alongside peers, where hearing how others are handling similar challenges provides perspective, pattern recognition, and practical ideas that are difficult to surface inside a single boardroom.
CEO as Board Chair
- When the CEO also serves as chair, a strong lead independent director becomes essential.
- Agendas should be circulated early and shaped collaboratively to reflect the entire board’s priorities.
- CEO-chairs must actively counterbalance their influence by weighing other voices more heavily.
New Directors and Board Dynamics
- New board members benefit from a board buddy relationship with a seasoned director to understand the history and dynamics of the board.
- Listening more than speaking builds credibility early.
- Time spent outside the boardroom with other board members and the CEO often provides the most valuable insight.
Shareholders and Private Company Dynamics
- Boards should establish an annual, director-led shareholder dialogue separate from management, with alignment with the CEO beforehand.
- Bringing the CEO into shareholder conversations after alignment demonstrates unity.
- In private, VC-backed companies, smaller boards and major shareholders drive deeper operational discussion, have a different focus, and tend to have shorter tenures.
- CEOs should carefully evaluate individual VC partners, not just firms, as incentives can vary.
- Alignment upfront is critical, as fractures compound over time, and the delta gets magnified the deeper you go into the journey.
RESOURCES
- Building a High-Trust Board-CEO Relationship—2025 NACD Blue Ribbon Commission Report
- Leading through uncertainty in the age of AI | Global CEO Survey—PwC
SPEAKERS
Ira Ehrenpreis
Deb Liu
Maggie Wilderotter
Thank you to our partners.
 |
 |
 |
NACD Northern California
Contact Us
Lisa Spivey,
Executive Director
Kate Azima,
Director of Partnerships & Marketing
programs@northerncalifornia.nacdonline.org
Find a Chapter
By registering for an NACD or NACD Chapter Network event, you agree to the following Code of Conduct.
| NACD and the NACD Chapter Network organizations (NACD) are non-partisan, nonprofit organizations dedicated to providing directors with the opportunity to discuss timely governance oversight practices. The views of the speakers and audience are their own and do not necessarily reflect the views of NACD. |