The Story of a Controlling CEO and a Weak Board

Organizations can have great CEOs and weak CEOs and manipulative CEOs. Organizations can have strong boards and weak boards. In today’s post, a former staff person describes an organization with possibly the worst combination — a controlling CEO and a weak board.

The story also raises the question of intersectionality. Is it distracting for a woman’s organization to analyze data about women of color, women with disabilities, gay women, rural women, poor women? Does intersectionality diminish the focus on women? This staff person insists – and I agree – that if you don’t address intersectionality, if you don’t dig deeply into the data, then you cannot have the impact you want.

To fulfill their oversight responsibilities, boards must understand program including the organization’s theory of change, insist on seeing comprehensive data, and ask hard questions about impact and management as well as finance.  

The CEO Manipulated the Board

By a Staff person somewhere in the US

I was Program Director at a women’s organization. The organization’s budget was $1.5mm, not a particularly large organization. It had 6 or 7 FTE and a board with 25 people. It had been around for several decades. I am a woman of color.

The CEO was a white woman. She had been in her position about five years when I started. The CEO’s mom had been one of the founding members of the organization. They had created a five-year plan with a $20 million fund raising goal. When I joined, they were in the third year of that plan, but they had only raised $2 million of the $20 million goal. They were not doing very well. I don’t think the board ever did an annual review of the CEO.

There were a few issues around the board. First, the CEO handpicked the board and grew it to be too big, so it did not really provide any oversight. Second, the CEO was not providing complete information which also undermined their oversight.  Third, the board was not asking the right questions to even know they were not getting complete information.

This CEO saw the board as a way to keep power. The board was not big when she started. She expanded it to 25 people, which I think is a size where they could not make any decisions. She also hand-picked board members who were friends or influential people in the community and made sure her favorites were on the executive committee. Staff saw that she pitted board members against each other, giving one person some information and others different information. As a result, the board did not have oversight and was not managing her. One staff person brought up what the CEO was doing to a board member; the CEO exited that staff person from the organization.

The CEO Was Not Sharing Information with the Board

There were lots of guard rails around who was allowed to communicate with anybody on the board. All the communications got channeled through the CEO. No one else had access. I realized that the CEO shared very little information with the board; anything that would signal a failure or a problem would be taken out of the board packet.

One example is that the organization was experiencing huge turn over. They couldn’t retain senior leaders; they could not retain any women of color, not that they hired many. The board did not know about the turnover. Another example is data on our impact. The board was not given complete information. The CEO would say the women’s wage gap is 80 cents on the dollar. But that is the wage gap for white women. The gap for LatinX women is 54 cents on the dollar.

After attending two or three board meetings, I went to the CEO and I said “I don’t think the board understands the work that we do. They only look at financial information which is not really indicative of what we are doing. The board is not getting important disaggregated information and I am curious to know why.”The CEO responded by telling me that I was being negative. She said, “We don’t want to be negative. I am not going to show negative information. I hired you but that does not mean I am seeking your opinion.” Or sometimes I would be told very directly, “You are going to this meeting, but I expect you to not make any comments about diversity or inclusion at this meeting. Because it is about women and you are going to distract the conversation about women if you bring up any of the intersectional issues of being female.

The Board Was Not Asking the Right Questions

There was something in the culture, being women maybe — we don’t like asking hard questions and having hard conversations. It’s like politeness is equated with goodness. So, board members would have private conversations outside but when it came to the board room, there was a fear of shaking things up. They were not meeting their governance responsibilities. They were not asking hard questions about whether the organization was actually making positive change. They were only asking easy questions – such as whether the organization had positive cash flow.

With this particular board, I found it fascinating that there would be this “rah-rah women” energy. Women are amazing, women are capable of everything. But “mission connection” is not just about feeling good. It’s about solving problems, ensuring the organization is making progress.

Nobody would ask: How many people are we reaching? What is the depth of the touch points? They never asked what we were doing to change women’s lives. They never asked, what we meant when we said women. Is that white women? Middle-class women? Because we did not break down statistics. When you are talking about equity, you cannot just show the wage gap for white women. You need to talk about the wage gap for LatinX women, who hold a majority of the lowest income jobs in our state. They did not ask about intersectionality – what is the data for women of color or women with disabilities or gay women. Okay then well maybe it should have been a “white woman’s organization” and not a “women’s organization.”

The board needed to ask hard questions and usually did not. And when they started to, the CEO stifled them. They needed to insist on disaggregated data, real financials, information on staff turnover.

The Organization Imploded

I left because I came to a point where I was no longer able to do my job. To be quite frank, the organization wasn’t doing much work so there was no reason for me to be there.

About a year after I left the organization, several board members did start asking hard questions, asking why the CEO was not sharing data with them, why there was not the impact expected. They finally did a review of the CEO and it took about a year to exit her from the organization.  

Lessons Learned

Board Was Too Large: This organization is a case study in so many things. With this size organization, having a board with 25 board members is too big. I think the CEO had so many board members because it made it hard for the board to govern and hold the CEO accountable. How do you build consensus with 25 people? She basically created a situation where she could never be held accountable because even if there were a few board members who started seeing the problems, they were not able to corral 20 other board members.

Need Training on Programs: Boards need to be trained not just for reading financials but also about understanding the strategic plan and the theory of change – how activities lead to outcomes. They need to understand what the program is supposed to do. How can the board ask the right questions or see that the information given to them is incomplete without this understanding?

Hold Yearly Reviews of CEO: Boards need to hold the CEO accountable. That means a yearly review where they ask questions about financials, yes, but also about program outcomes. Board members need to speak up and ask those hard questions. They should have an idea about staff turnover and HR practices including hiring, retaining, and promoting.


  1. […] my last post which encouraged board members to ask hard questions, several readers asked what questions? Board […]

  2. Every story has two sides.
    And biases…

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