Every Hospital Board Needs a CEO Succession Plan. Half Are Failing.

The organization needs to have a strong sense for who will lead next. That's ultimately the responsibility of the board, not the incumbent.

This article appears in the July/August 2019 edition of HealthLeaders magazine. 

The departure of a CEO can severely disrupt an organization's progress, especially when the leader leaves suddenly without a clear successor.

Despite the well-known need for succession planning, an alarming number of healthcare provider organizations are chugging along without a plan in place, just hoping that their top executives stick around for the foreseeable future. 

Forty-nine percent of hospital and health system boards lack a formal CEO succession plan, according to the American Hospital Association Trustee Services 2019 national healthcare governance survey report. That leaves them vulnerable to the disruptive gusts of a CEO's sudden departure, and it can inhibit their ability to pursue longer-term strategies by leaving them overly dependent on one leader's vision.

The failure of these boards to formalize CEO succession plans is outrageous and unacceptable, says Jamie Orlikoff, president of the Chicago-based healthcare governance and leadership consulting firm Orlikoff & Associates Inc. and board member of St. Charles Health System in Bend, Oregon.

"Whatever the reasons are, it's just a fundamental and inexcusable abrogation of a basic governance responsibility, so I am nothing less than shocked that the figure is almost 50%," Orlikoff says.

Why Plans Aren't Made

There are typically a few basic reasons why an organization may be slow to finalize a CEO succession plan. Perhaps the current CEO just doesn't want to talk about it, Orlikoff says. Some executives are more comfortable talking to their families about their own life insurance plans than they are talking to the board about what to do in the event of their sudden departure, he says.

Or perhaps it's the board members who don't want to talk about it. Orlikoff says at least four board chairpersons for various organizations have told him in the past seven years that they don't want their current CEOs to leave and that they don't want to think about succession planning because the recruitment process is too burdensome.

Or there could be an unhealthy power dynamic between the CEO and the board, with the CEO asserting control over tasks that should be handled by the board members, Orlikoff says.

What makes the relationship between the CEO and the board so tricky is how it ties together two distinct relationships. On the one hand, the CEO and the board are strategic partners defining and executing a shared vision. On the other, they are an employee and an employer.

"Those are two very, very different and very important functions," Orlikoff says. "Some boards have great difficulty envisioning the distinction between those two roles."

A board should lean on the CEO as a strategic partner because the CEO is likely to know more about the industry and more about the local market than the board members do, Orlikoff says. But when the board neglects to assert its proper place in the employer-employee relationship, the CEO may be given free rein over a broader scope of issues than is appropriate, and that can impede the CEO succession planning process, he adds.

In other words, while it's perfectly appropriate for a CEO to groom a potential successor, the board should not defer to the CEO's selection, and the CEO should not insist that the board do so.

How to Fix This

The existence or nonexistence of a formal CEO succession plan is often a symptom of whether the relationship between a CEO and the board is healthy, Orlikoff says. Notably, the task of devising a succession plan is one exercise that can improve that relationship, he adds.

While the detailed steps each organization should take will vary from one situation to another, there are two specific items that Orlikoff recommends:

1. Ask about the mundane threat of a bus.

Whether you're a CEO or board member for an organization without a formal succession plan in place, there's one straightforward question you can ask to kickstart productive dialogue on the topic: What do we do if our CEO gets hit by a bus tonight?

The question is nonthreatening. It doesn't signal a CEO's possible intent to resign or retire. It doesn't suggest the board members are thinking about giving him or her the boot. It simply asks, as a matter of fact, how the organization will maintain continuity in the event of an unplanned CEO departure, just as parents would speak with their families about life insurance, Orlikoff says.

The CEO should tell the board, without any other senior leaders present, whom the CEO would pick to step into the interim CEO role, Orlikoff says. That will inevitably prompt follow-up questions: Would the interim CEO be a good permanent replacement? Which of the requisite skills do they lack? How well do they align with our long-term needs and vision?

The conversations about an unplanned CEO departure will flow naturally into questions about a planned departure. Where are we in the current CEO's contract cycle? When does the CEO want to retire? What skills and traits will our next CEO need to lead the organization into the future of healthcare?

Conversations about an unplanned departure should begin on the very first day of a new CEO's contract, Orlikoff says. Conversations about a planned departure should begin at the end of the CEO's first year, he says.

For a CEO with a five-year contract, the board should start asking halfway through contract whether the CEO wishes to renew a contract or leave the organization, and the board should know three years into the five-year contract whether the CEO wants to stay, he says.

2. Hold executive sessions without the CEO present.

An increasing number of hospital and health system boards are routinely listing executive sessions on their meeting agendas, and that's a good thing, according to the AHA Trustee Services survey.

A slight majority, 52%, of all respondents routinely included an executive session in the agenda of every board meeting, according to the survey report. But 26% of system boards, 59% of subsidiary boards, and 48% of freestanding boards still don't.

Even if a board has an executive session, though, that doesn't mean members are able to fully discuss the topics in their purview. The survey found that CEOs participate in the entire executive session for a majority, 54%, of all boards. That includes 41% of system boards and 57% for both subsidiary and freestanding boards. That deprives trustees of an opportunity to discuss the CEO in his or her absence and might impede the CEO succession planning process, Orlikoff says.

Related: 4 Steps for Planning CEO Succession

Boards should think of their meetings in three stages, Orlikoff says. The first stage includes everyone in the room, including board members, the CEO, senior executives, and invited guests. The second stage is a modified executive session that includes the board members and CEO only, which is where the majority of the meeting should take place. The third stage should be an executive session with the board members only.

"Confident, secure CEOs know that their boards need to go into executive session without them present occasionally in order to perform certain governance functions. They encourage it," Orlikoff says. "Insecure CEOs or those who are attempting to control and manipulate the board are very uncomfortable with executive sessions and don't want the board going into an executive session."

It's Mutually Beneficial

While it may be difficult to prompt board members to think about a future under different leadership, CEOs who do so are not only investing in the organization's long-term success but also signaling that they are the sort of leader willing to make investments in the organization's long-term success.

"When a CEO goes to the board and says, 'You guys need to do this,' … it demonstrates an incredibly high degree of confidence. It also demonstrates an incredibly high degree of commitment to the organization," Orlikoff says.

"It shows that you're thinking beyond yourself," he adds. "You're thinking about the best interests of the organization, that you're willing to have difficult conversations for the good of the organization."