Have a Board Member Who’s Not Adding Value? Here’s What to Do

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Talk to any executive about their experience working with a board of directors, and you’re likely to get a mixed bag of responses.

Some founders love their boards and extract immense insight from each member. Others view their board as little more than a distraction. In the case of the latter, the root cause isn’t typically the entire board. Rather, they take issue with one board member who doesn’t seem interested or prepared enough to really make an impact and add value.

Fair enough.

But instead of just playing the blame game and writing board members off as worthless distractions, wouldn’t it be better to examine why a particular board member isn’t adding value, and then do something about it?

First, Make Sure the Problem Isn’t You

Even seasoned CEOs who have built a valuable team of advisors and mentors sometimes struggle with board management. They’re not sure how often to communicate with board members, how involved each person should be, or in which areas the board can provide the most value.

That’s a big issue, because the value you glean from your board is ultimately dependent on the goals you set for it, and how you choose to engage with each member. Typically, each board member will have unique experience and expertise, and it’s up to you to decide how to best leverage that.

So, before you accuse a board member of failing to do his or her job, be sure to look in the mirror and ask these three questions first:

  1. Am I doing my part to communicate with this board member? If the only time you talk is during quarterly meetings, then an information gap will inevitably exist. That can cause a huge operational disconnect that results in ineffective and inefficient meetings.
  2. Have I been willing to expose my weaknesses? CEOs are very often hesitant to open up and reveal their blind spots and shortcomings. This may be born out of a bad experience in the past or just pure ego. The problem is that if you aren’t candid about the challenges you’re facing, then how can you expect board members to help you overcome them?
  3. Am I scared to bother the board member? Entrepreneurs often assume that their board members are too busy to be bothered with seemingly menial issues, and they feel like a nuisance if they ask for help. That’s the wrong way to think about your board. While you don’t want to perpetually pester a board member, you shouldn’t feel bad about going to him or her with a specific problem that they have experience solving.

While all of these issues are completely fair (and very normal, even for experienced CEOs), it’s still your job to engage your board, communicate openly and frequently, and identify and tap into their individual strengths. If you’re not doing that, then it may be best to change your approach before you make any drastic changes to your board composition.

If You’re Not the Problem, Here’s What You Can Do

On the flip side, if you are doing all of the right things — actively engaging your board, preparing every member with the necessary materials before each meeting, etc. — but there’s still one board member who doesn’t seem willing to commit time to requested value-adding activities, then it might be time to take action.

Here are three steps to consider:

1. Re-affirm that the board member has the capacity to actively participate.

Inexperienced board members tend to underestimate the effort required to be a value-adding contributor to a board. The key is to be clear and upfront about the expectations you have of each board member, and specific about the time commitment you are looking for. If the board member has overcommitted, then you may want to have a conversation about how to work around that.

2. Create very specific goals or objectives for the following quarter.

If the board member assures you that he or she can commit to the job, then set some specific value-add goals for them. For example, one objective could be to conduct an evaluation of the company’s product roadmap and team. This would include spending a day with the VP of R&D and the VP of Product to go through the roadmap. The deliverable of this initiative is a report to the CEO with specific recommendations. If the board member delivers, then you’ll be on the path to a healthier relationship. If they don’t, you can move on to the next step.

Provide your board members with performance reviews and fire a board member (assuming he or she is not an investor member) for poor performance.

If you are not comfortable doing either, then you should seriously consider appointing a chairman to manage the board.

At the end of the day, individual board members may be ineffective for a variety of reasons. But that doesn’t mean you should just write that misalignment off. Leveraged properly, a board of directors can deliver strategic insight and market knowledge, help with executive and management team recruiting, and provide critical operational support as the company scales. For any of that to happen, however, you — the CEO — need to act. Either by improving how you engage inactive board members, or by firing them and finding someone who is willing (and able) to help.

Need more help?

Download our guide to creating a high-impact board of directors. It’s written for CEOs of early stage and expansion-stage companies who lack significant experience creating and overseeing boards or who find their existing boards to be suboptimal or dysfunctional.