Creating the Environment Where Non-Family CEOs Can Thrive Andrew Keyt Family Business Center of Loyola University Chicago Joseph Astrachan, Ph.D. Kennesaw State University, Cox Family Enterprise Center Family Business Center of Loyola University Chicago Tim Blumentritt Kennesaw State University, Cox Family Enterprise Center Worldwide, family businesses are the most prevalent corporate form today. But only rarely does a single family account for all of a firm’s employees. Most family firms, if they are to succeed and grow, must hire non-family employees and leaders. “The competition doesn’t care that we are a family business.” — Family Firm Owner When a family firm hires a non-family CEO, unique challenges emerge. Like their peers at other businesses, non-family CEOs are assigned to generate outstanding business performance. But, unlike those peers, family business executives face potentially awkward circumstances. They often function as superiors on organizational charts to people who sit on their boards and evaluate their performance. They manage, develop, evaluate and even fire the children of the family that owns the firm. Given such constraints, how can a family firm create an environment that gives a non-family CEO the best opportunity to succeed? What combination of structures, practices and personalities will generate a prosperous business, a satisfied family and a happy executive? How does a family firm identify, evaluate and support a non-family CEO who possesses the necessary business acumen as well as the ability to manage the complex web of relationships? Seeking answers to these and other questions, we examined existing literature and management theories on family firms, and undertook group interviews with 28 individuals with direct experience in such situations. Eighteen interviewees were current or former non-family 1 CEOs or presidents, four were chairmen of family firms, four were next-generation owners active in their family companies, and two were a current family CEO. Throughout this research process, we have used the term “professionalization” to describe management and governance by highly qualified individuals who are not the patriarch/matriarch. Too often, discussions of non-family executives imply that family firms are incapable of building or employing sophisticated management techniques. On the contrary, our research and experience have shown that hiring a non-family manager to lead a family firm is most often a well-considered choice to augment the skills and interests held by the family members. This article highlights the significant findings of our research, including the important roles that boards of directors and family councils play in generating support and clear direction for the non-family CEO while buffering the executive from family politics. Four Factors in Successful Relationships Between Family Firms and Non-Family CEOs Our research pointed to four key elements that contribute to a non-family CEO’s success. The executive must be highly effective in business, and must possess the capacity and motivation to mesh with the family’s culture, navigate family dynamics and cultivate productive relationships. At the same time, the firm’s principals must provide the support and direction of a strong board consisting of both family members and outsiders, and must empanel an effective family council that distills the diverse needs and opinions of family members to deliver clear direction to the CEO. 1. Business Acumen Make no mistake: non-family CEOs must be highly capable performers, regardless of the means whereby they attain their positions. But family firms expect character and integrity as well. In fact, when hiring and governing outside executives, family businesses tend to rely more on trust and comfort than they do on structured control mechanisms. “If two people are pretty close (in qualifications), you always choose character over competency because character is what is going to see you through.” —Family Firm Owner Such character skills are necessary for non-family CEOs to navigate these unique environments, where business activities mingle with family members’ outlooks, personalities and needs to create potentially explosive working conditions. 3 Successful non-family CEOs also will influence the nature of the firms they serve. Family businesses often hire non-family executives when an infusion of managerial skill is needed or when a successful family CEO retires but no family member is ready or willing to assume the reins. In either case, a non-family CEO may be looked upon to lead the business into a future that may or may not have been envisioned by the founder or previous CEO. 2. A Strong Board How can a board, be it a board of directors or an advisory board, be structured in ways that offer the non-family leader — and therefore the firm — the greatest opportunities for success? Traditionally, a board governs management on behalf of a firm’s shareholders, responds to and approves the management team’s strategic plans, and provides resources and networks. In family firms, however, the relationship between a board and a non-family CEO may take on additional dimensions. First, a strong board acts as a buffer between the family and the non-family leader. A family can deliver too many or two few opinions about what members expect the non-family CEO to achieve. While the voices of stakeholders and shareholders must be given weight, no effective CEO could reasonably spend time, energy or social capital responding to every family member or constantly defending his/her strategic decisions. To avert such situations, family members who serve on the board of directors can step in. As representatives of the family, board insiders can take responsibility for communicating their constituents’ opinions of the proposed plan. Once a plan is accepted, the non-family CEO then can defer to the board any second-guessing by family members. 2 Second, an effective board will support the CEO on unpopular but necessary decisions. Non-family CEOs are hired to make strategic decisions that promote success. But when a non-family CEO deems it necessary to eliminate a business line managed by a family member, enter a new market, fire a family member, or move in directions not envisioned by the founder, that CEO may need the support of the board, particularly the non-family directors, to gain the family’s acceptance. Chosen for their business acumen and networks, outside directors likely will exhibit the wisdom to guide the CEO’s decisions and assure family members that such actions will benefit the firm’s shareholders. “I don’t think I would ever accept a nonfamily CEO position without an agreement by the family to have a formal board of directors … (I)f you haven’t got the right CEO, families will accommodate that (problem) way beyond when they should, and it can end up damaging the business. A board of directors will be much more forthright and objective in evaluating the CEO’s performance.” —Non-Family CEO 3. Comfort with Family Dynamics and Values While non-family CEOs are hired to move the firm forward, they also must be adept at navigating interpersonal dynamics while gathering support for their business decisions. Successful non-family CEOs will share the family’s values and will strive to understand what the family expects of them, while avoiding entanglements in family politics. “I think compassion is a key element in terms of dealing with people. (You also need) the ability to build consensus among family members so that you can get your programs off in the direction they need to go … You have to be able to persuade and convince, sell your concepts and ideas to move forward. Sometimes that’s very frustrating because you can’t move as fast as you perhaps would (prefer).” —Non-Family CEO Beyond generating profits, families may expect the non-family CEO to contribute to the firm’s legacy, enhance its standing in the community, or keep a struggling business line afloat simply because it was the activity on which the firm was founded. So important is the cultural and character fit in evaluating and retaining the non-family CEO, our research suggests, that lack of such may trump good business performance. Understanding the life stage of the firm and the non-family CEO’s role in that history is also crucial. A non-family CEO chosen as a bridge between a retiring family CEO and the ascension of a junior-generation CEO, for example, will likely be expected to prepare the future leader in addition to running the company. “I would argue that missing quarterly earnings in a family-owned business is often times much more tolerated than in a publicly held business.” —Non-Family CEO 3 4. A Family Council. A family council is a representative governance group elected to deal with family issues, draft family policy, and adjudicate and execute charitable and other distributions. A council provides a structured forum for airing family issues and opinions about business activities in ways designed to minimize impact on the firm’s competitive performance and intrusion on the CEO’s role. Families who own businesses typically bring with them strong emotions and jealousies based on tradition, intra-family sects and rivalries (among siblings or cousins, for example), and divisive interpretations of events. Given the significant amounts of money at stake when the business does or does not perform to expectations, such emotions often intensify. The non-family CEO who is dropped into the midst of a family where such conflicts thrive unchecked will face a mighty struggle indeed. An effective family council will act as the voice of the family, distilling input from members and developing a cohesive set of expectations that are communicated to the non-family CEO in ways that help the executive align business goals with the family’s priorities. A good council also will train family members to think and act as owners rather than as managers. “A procedural aid to the success of a nonfamily CEO is having some mechanism to separate the family disputes from the business issues. That’s not to say that you don’t deal with the family issues, but (the family must understand) they are separate.” —Non-Family CEO 5 Agent or Steward? A Successful Non-Family CEO Must Be Both To date, much research has focused on identifying the management style that is best suited to family businesses. Our interviews show that, while agency theory surely is at work in most family firms, stewardship theory holds special importance in the ways that family companies operate. If you don’t have a genuine regard for the family and the belief that the family’s continued ownership of that business is better for all the stakeholders … then it won’t work. Sooner or later, the family will sense that the CEO is strictly in it as a job. He’ll never be believed to have the same depth of commitment as family owners to the longevity and success of the business.” —Non-Family CEO According to agency theory, individuals are selfinterested; therefore, a firm’s principals must use control mechanisms to ensure that its managers (agents) act in the best interests of the firm and its stockholders rather than their own. Hallmarks of agency theory include contracts, monetary and extrinsic rewards, clarity of direction from principals, and a defined set of expectations. Stewardship theory, on the other hand, assumes that both manager and organization perform optimally when the manager (steward) and the firm’s principals share a relationship based on intrinsic motivation, high organizational identification, and a philosophy of involvement rather than control. Hallmarks include character 4 issues, trust, cultural compatibility, mutual emotional bonds, and a dearth of strict control mechanisms. At the same time, the following examples from our interviews show the importance of stewardship theory in the management of family firms: Our research suggested that successful non-family CEOs must be both good agents and good stewards. Evidence illustrating the applicability of agency theory in family firm governance emerged in the finding that, because most families seem to prefer that a family member hold the CEO post whenever possible, a non-family member would have to possess noticeably superior business skills just to obtain the job. Similarly, under performing managers are more likely to be removed if they’re not family members. • Successful non-family CEOs often develop a heartfelt affinity for and identification with the family. Non-family CEOs who lack that affinity — in favor of an exclusive focus on business performance and compensation — will likely experience a disappointing tenure. • The family can improve the non-family CEO’s odds for delivering solid performance by using the council structure to insulate the CEO from the potentially messy process of distilling individual preferences into a coherent set of objectives, and clearly communicating those objectives and expectations to the CEO. “ … (I)f you begin to see the family’s ownership as an obstacle to success (rather) than an underlying requirement for it, you’re just not going to be successful. And that requires the willingness to stick your ego in the closet from time to time, honoring the family’s ownership, the legacy, the history.” —Non-Family CEO The finding that strong non-family CEOs bring needed skills or experience to their employers — thus supporting agency theory — bears out earlier research by G. Filbeck and S. Lee, who reported that larger family businesses with a non-family presence used more sophisticated techniques than did smaller family businesses. Similarly, M.A. Gallo and A. Vilaseca found that family businesses with non-family CEOs achieved higher returns than did family businesses with family members in that role. 5 • During a generational transition, a non-family CEO may be asked to help instill in younger family members the skills important for eventual ascension to the CEO position. Successful non-family CEOs in a mentorship role will require a very clear sense of their place in the family firm’s history, and a willingness to be subservient to the longer-term processes of which they are a part. Challenges in Selecting a Non-Family CEO The pool of possible non-family CEO candidates — those who are both good stewards and good agents — will be influenced by several realities. Executives who have worked for more demanding public firms may not adapt to the quirks of a family business culture. At the same time, non-family members who have worked with a family firm for a long time and therefore know the culture may not have the breadth of experience necessary for successful leadership. “I’ve stressed very, very strongly with my children that their number one responsibility is to be owners and not to be managers (but) to find the best person to run the businesses and give them the room to run those businesses.” —Family Firm Owner To begin evaluating candidates, a family can develop a framework by analyzing its life stage and current needs. A company facing a business crisis may require a CEO with certain skills or experiences that family members do not possess. A business seeking a leader to act as a bridge between generations will likely want a candidate who can also mentor the future family CEO. While a bridge CEO may come from among the long-time employees in the firm, a crisis CEO likely will not. Still other families may chose to hire a permanent non-family CEO, reducing or eliminating their participation in active management in favor of their ownership role. Conclusion To be sure, not all family businesses treat their non-family managers the same, nor expect the same things from them. Families vary in their level of cohesiveness or degree of fragmentation. Some are naturally more oriented toward business matters; others lean more toward family matters. We do not mean to suggest that any single right type of manager exists — with the specific training, personality, experience or other attribute that will guarantee success as a non-family CEO. 7 What our findings do show is that family businesses can structure themselves and govern their non-family CEOs so as to bolster the non-family CEO’s ability to move the firm forward while interacting with the family in productive and rewarding ways. In closing, we suggest thinking of successful non-family CEOs as guests at Thanksgiving dinner who are asked to prepare the turkey. They are invited into something dear to the family and are trusted with a key part of its activities, but they remain guests. The best non-family CEOs will have the personalities, skills and motivation to thrive in such settings — generating financial and emotional rewards for all involved. “ … As we grew to trust (our nonfamily CEO) he assumed more and more responsibility, and he was very comfortable with my family and with employees. We watched him really grow people. People that had been stagnant just kind of came alive and took on tremendous responsibility.” —Family Business Owner 6 820 North Michigan Avenue, Chicago, IL 60611 • 312.915.6490 • LUC.edu/fbc © 2007 Family Business Center of Loyola University Chicago
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