The CEO’s Playbook for Difficult Board Directors

Ideally, board meetings feature thoughtful and challenging engagement between the board and CEO as they execute a fundamental responsibility: to lead their company toward sustained value creation.

However, board and CEO dynamics often fall short of this ideal. Frequently, the human element in the boardroom is the key issue. Some directors have bad habits, and some boardrooms have processes and a culture that are ineffective. One in 3 public company directors and 1 in 5 private company directors noted the impact of problematic individual directors in surveys conducted by the National Association of Corporate Directors (NACD). For example, the “inability to navigate diverse perspectives to reach a consensus” and “lack of agreement regarding how directors should interact and behave” were cited by nearly a quarter of respondents to a 2023 NACD survey on boardroom culture.1

Drawing on the 2025 NACD report “Building a High-Trust Board-CEO Relationship” and discussions with directors and executives, we’ve outlined five tricky characters that CEOs may meet in the boardroom. If you recognize these archetypes, our playbook can help you deal with them and address boardroom challenges. The payoff to investing more in board ties is a CEO-board relationship that supports sustainable value creation. And if you are in a dual CEO-director role, ask yourself, “How am I showing up in the boardroom?”

Five Board Characters to Beware

There can be many types of problematic directors, but CEOs should focus on these five common archetypes. Let’s explore how to address the challenges they can present for a CEO.

1. The Ex. This is the previous CEO, still on the board. According to the Russell 3000, the former CEO is the board chair in about 15% of the public companies. Due to the ex, new CEOs can be hindered from implementing changes and may find it difficult to build a strong relationship with other board members. More than a third of directors note that building a trusting relationship with the new CEO is one of the biggest challenges with a CEO transition, according to NACD research. On the plus side, the ex can facilitate the CEO transition by sharing a wealth of experience, organizational history, and advice. On the negative side, the former CEO may find it difficult to let go of their top-manager mindset. 

2. The Over-Boarder. This person sits on six or more boards and doesn’t have the bandwidth to fully engage in their role. Research shows that directors spend nearly 300 hours per year supporting each board on which they sit, plus about 30 hours per year in informal meetings or conversations with management — not accounting for additional time that may be necessary if the organization faces a crisis or disruption.2 Across multiple boards, a director’s portfolio becomes a full-time job.

3. The Inquisitor. This board member engages in the “gotcha” game and misses the balance between expecting excellence from management and engaging in inquisition. At minimum, this director is a distraction. At worst, their behavior can negatively impact overall board-management relations and put the CEO on the defensive. About a third of public- and private-company NACD survey respondents have noted that management defensiveness is a significant barrier to building and sustaining an effective board-management relationship.3

4. The Lane Drifter. When this board member shows up and strays into management’s lane, the CEO can feel a lack of trust in their own decision-making skills. Lane drift can occur as directors become more engaged with evolving or nonroutine situations in which decision-making roles may be unclear. The lane drifter can also absorb board meeting time if they are unduly focused on operational issues. Indeed, more than a third of directors have cited unclear delineation of the role of the board versus the role of management as a key barrier to an effective board-management relationship.4

5. The Old Timer. This is a long-standing board member. There are few hard rules around the “right” director tenure or age: Among S&P 500 companies, only 10% have term limits in their corporate governance guidelines, while 62% have an age limit of 75. On the plus side, CEOs can gain tremendous benefit from a seasoned director who brings rich perspectives on what’s truly “unprecedented.” However, a long-standing board member who does not keep current on changing business dynamics poses myriad risks. For example, analysis has shown that investor activists target directors with a tenure of nine or more years, questioning whether they are still independent.5

Identify the Problem: Person or Process?

When faced with a challenging board relationship, CEOs need to first identify the issue at hand. It may be individual directors, but ineffective or weakly implemented board processes are often the culprit. These processes may both undermine the desired boardroom culture and affect how directors engage.

Effective board and committee evaluations of the board’s structure, processes, dynamics, and overall effectiveness can help reveal process weak spots. Currently, 99% of S&P 500 boards conduct annual board evaluations, and 59% of Russell 3000 boards conduct evaluations of each board committee.6 2025 NACD survey data shows that one-third of private companies conduct evaluations every two or three years, while one-fifth never conduct a board evaluation.7 But any evaluation process also needs to have meaningful effects. A quarter of directors noted that evaluations don’t lead to improvements, citing key factors such as a lack of management perspective on board performance, insufficient follow-through on the recommendations, or a process that doesn’t allow for candid feedback on difficult issues.8

Data from an effective board evaluation can reveal whether the board needs improvements in governance documentation, director onboarding materials and processes, agenda structure, committee agendas or readouts, other board materials, or ongoing director education. The right processes and structures help set and sustain a robust board culture and enable board members to make informed, deliberative, and agile decisions with the context and insights they need.

CEOs should also consider how they are approaching the board relationship: Are they applying sufficient time and resources toward building a candid and effective relationship fueled by transparent information sharing? CEOs should be prepared to devote 20% to 25% of their time engaging with the board and individual directors.9 The goal is not to build a chummy relationship but rather to focus on establishing a trust-based relationship built on candor and a joint commitment to the organization.

How to Work With Crucial Allies

CEOs need to craft a working relationship with each director, but key allies can also help manage the most challenging ones. The CEO should start by focusing on their relationship with the board chair or the lead independent director (LID), who is vital to an effective boardroom. This person is a linchpin in the CEO-board relationship, serving as a strategic adviser and sounding board, the CEO’s primary conduit with the full board, and a driver of accountability for the CEO’s and board’s performance goals.

Having regular calls with the LID can help the CEO identify concerns with any individual director’s engagement and identify solutions. In turn, the LID can counsel directors on their tone or approach in the boardroom. The LID may also advise the CEO to hold more one-on-one director meetings or to help directors connect further with management teams to address questions or concerns around strategic initiatives.

The chair of the nominating and governance committee is another critical ally. The chair will drive critical board processes, including director onboarding, board and committee evaluations, board tenure and succession planning, and boardroom education plans. These critical practices help nurture the environment for the right board culture and director professionalism.

The general counsel also plays a valuable role with board processes and practices. For example, the general counsel typically works with the board on essential governance documents, such as delegations of authority to management, and board onboarding processes.

Never Stop Investing in Relationships

For CEOs, tackling problematic directors and establishing an effective and smooth CEO-board relationship takes intentional and focused time and resources. It is not a “one and done” exercise. Rather, CEOs must continuously attend to the board relationship, with the goal of ensuring that board members have the knowledge and insights to serve as trusted strategic advisers.

Forward-thinking CEOs commit to regular (often biweekly) calls with the LID, at least one quarterly call with each individual director, and annual one-on-one meetings with each director. This is in addition to attending board dinners and other relationship-building opportunities outside of regular board meetings.

Other practices to consider: sending a monthly memo to the board or including a note calling out important developments in all pre-meeting information packages for directors. Proactive communication sets a tone of transparency, commitment, and candor.

Finally, the CEO should work with the LID and the nominating and governance committee chair on continuous director education. This includes bringing in outside experts, arranging one-on-one conversations with in-house technical experts, and encouraging participation in industry organizations.

Great board-CEO relationships don’t just materialize. CEOs must deliver attention and intention in order to build and sustain a relationship where the board provides oversight and serves as a sounding board and strategic asset to the CEO and management.