Reading Time: 4 minutes
Corporate governance begins with the board of directors, but designing the right board rarely follows a standard playbook. In episode 3 of OnBoard’s Public Company Series Podcast, host Doug Chia speaks with Stephen Byeff and Ning Chiu, partners at Davis Polk & Wardwell LLP, to unpack what effective board structure and composition look like in practice.
The conversation draws from Byeff and Chiu’s chapter, “Board Structure and Composition Considerations,” in Board Structure and Composition (part of the Public Company Series published by the New York Stock Exchange and JP Morgan). Their core message focuses on how the “best” board model depends on the company’s context, and that context can change faster than governance norms.
As Chia frames it early in the discussion, “Without the right directors and effective leadership, the governance of the company becomes a big risk.” The challenge, of course, is figuring out what “right” means for your company.
Start with the Right Mindset: Flexibility Beats Formulas
Board design decisions often get reduced to a checklist: separate the chair and CEO, ensure independence, refresh directors on a set cadence, publish a skills matrix. But Byeff and Chiu push back on the idea that governance outcomes improve simply because a company adopts the “most popular” structure.
“It cannot be one size fits all because companies evolve,” Byeff says. “Markets change, standards change, dynamics change.” In other words, a structure that supports strong oversight today might create friction, or blind spots, two years from now.
That theme runs through every topic they discuss: leadership roles, board size, refreshment, skills, and independence. None of these decisions operate in isolation, and none of them guarantee strong governance on their own.
What followed was a learning period. Investors with no deep background in executive compensation found themselves representing large institutional positions in comp discussions. Companies and general counsels were, for the first time, getting a window into how the buy side actually evaluated governance issues. Filosa describes the exchange as genuinely productive — both sides learning from the other’s perspective, with proxy access as one example of where engagement led to reasonable common ground.
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Chair vs. CEO: Why the Debate Misses the Point
Few governance topics trigger as much debate as whether to split the chair and CEO roles. Chiu suggests the controversy often assumes the independent chair is the answer by default.
“Why is an independent chair supposed to be the answer to everything?” he asks. Chiu emphasizes multiple leadership structures can work—combined chair/CEO, independent chair, or executive chair—depending on the company’s situation and the people involved.
More than titles, he argues, the most important factor is the working dynamic between the CEO and the board’s internal leadership. “So much of it depends on the dynamic between the CEO and a lead director,” Chiu says, noting that influence may come from a lead independent director, a committee chair, or another director who carries weight in the boardroom.
He also highlights the value of changing structures as circumstances change:
“Having the ability to have dynamic structures which change based on the circumstances… it would seem like flexibility is ideal,” Chiu says.
Stewardship Theory and the Reality of Board Oversight
Chia raises a common critique of combining chair and CEO roles: The idea that “someone shouldn’t be their own boss.” But he responds with a key reminder that boards govern as a collective body.
“The CEO is overseen by many people and not him or herself,” Chiu says. “The most powerful tool a board has is the ability to hire and fire the CEO.”
Byeff adds nuance to the conversation about independence and incentives. He says directors can have their own forms of self-interest, too. “Directors tend to like to stay directors.”
Ultimately, the right question isn’t whether one group is inherently pure, but whether the governance system produces the right outcomes and creates a healthy boardroom dynamic.
Board Leadership Is Multi-Layered—Not a Single Title
One of the episode’s most practical takeaways is that board leadership rarely rests with a single individual, regardless of whether the chair is independent.
“There are multiple leadership roles on a board,” Chiu explains. “An audit committee chair can play a very important role. A governance chair can be instrumental, and the compensation committee chair can be quite critical as well.”
He describes real scenarios—from investigations to CEO succession—where effective governance required coordination among multiple committee chairs and lead directors. For companies thinking about structure, Chiu says you can’t evaluate a board’s leadership strength by looking only at the chair/CEO setup.
Board Size Shapes How Decisions Get Made
Next, the discussion turns to board size, an area where outcomes can shift quickly based on practical constraints and human dynamics.
Byeff mentions how larger boards can struggle with logistics: “Companies with larger boards tend to have less frequent meetings,” he says, simply because it’s harder to coordinate schedules.
But he also emphasizes how size influences the flow of conversation and decision-making. “It’s easier to find consensus sometimes in a smaller group than a larger group,” he says, while noting personality and leadership style can change how that plays out.
Chiu highlights problems at both extremes. If a board is too small, it can invite “group think” or allow “one dominant personality” to overpower discussion. If a board becomes too large—often after M&A deals add directors from an acquired company—then culture and time constraints collide.
Refreshment and Tenure: Focus on Balance, Not Bright Lines
Chiu describes average tenure as a useful metric—one that can signal whether a board has the right mix of continuity and new perspective. “A lot of people aim for around 6 to 7 years of average tenure,” he says.
He also mentions an often-missed point: director tenure should align with CEO tenure. “What’s the tenure of your CEO?” Chiu asks. “That really should be balanced, and should affect the tenure of your board.”
He pushes back on the assumption that long-tenured directors always become stale: “In my own experience, I think longer-tenure directors ask tougher questions.” The directors most willing to challenge management, he says, are sometimes those least worried about holding onto their seats.
Skills Matrices and Independence: Tools that Can Turn Into Theater
Finally, Byeff and Chiu address how governance tools can drift from substance to optics, especially when disclosure and benchmarking enter the equation.
On skills matrices, Byeff says they work best when boards treat them as a real conversation rather than a form. “It’s really a matter of how the idea is rolled out… It’s how you do it that matters.” Chiu agrees, warning that skill matrices often “take on a life of their own” and become “more of a PR mechanism versus a tool.”
On independence, they distinguish between technical compliance (bright-line exchange tests) and practical independence. “How do we make sure that in the boardroom they act independently?” Chiu asks.
The Bottom Line: Design for Outcomes, Not Optics
The episode reinforces a core truth for public company boards: governance works when structure supports the right behaviors, such as healthy debate, clear accountability, and adaptable leadership.
“What really matters is the outcome here, which is, are you getting good governance?” Byeff says. Structure helps, but only when it reflects the company’s realities, not someone else’s template, he adds.
If your board is evaluating design decisions this year—leadership roles, size, refreshment strategy, skills, or independence—this conversation offers a timely reminder to start with context, not convention.
Keep that work inside your governance record, not a public chatbot.
About The Author
- Ashley Merder is the Senior Manager of Brand Marketing at OnBoard, where she leads brand strategy, content, social presence, and creative direction. With over a decade of experience working alongside a nonprofit board, she brings a mission-driven perspective to B2B SaaS. Her work focuses on making strategy visible using clarity, discipline, and design to shape how the brand is understood, trusted, and experienced.
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