SERVING THE CEO: The board can and should take items off the CEO's plate.

• Author: Braverman, Beth
• Position: Reimagining the Board

Irene Rosenfeld said in 2015 that, as CEO of the global snack maker Kraft/Mondelez, she spent a quarter of her time dealing with activist investors Nelson Peltz and William Ackman.

The relationships were contentious, particularly with Peltz, according to various reports. Rosenfeld ultimately encouraged his appointment to the board of directors in 2014 to avoid a proxy fight. As a member of the board, Peltz said he would support a turnaround plan developed by Rosenfeld. Rosenfeld retired in 2018, and Mondelez stock rose 50% in her last five years at the helm. Peltz also stepped down from the board that year.

Since then, experts say, activist investors have become even more demanding of CEO time and attention, while CEOs work to balance the other demands that come with running a company during these challenging times.

"The challenges companies face seem far more prevalent than in the past," says Edna Morris, compensation committee chair for Tractor Supply Company. "There's consideration of stakeholders beyond shareholders," such as employees and communities. Other challenges include environmental concerns, the pace of change and social activism, she adds.

This is where the board can step in to help the CEO prioritize what needs to be focused on when, which benchmarks to worry about and how much weight to give them.

"The board and management need to agree on which metrics and sources they will use consistently--internal engagement surveys done frequently, or the latest Glass Door post?" says Denny Post, a board member with Libbey and Travel + Leisure, and the former CEO of Red Robin.

The key to maintaining a healthy board-CEO relationship, whether you're dealing with needy shareholders or an external economic shock, is an emphasis on transparency and mutual respect.

"More transparency means more trust between the board and the CEO, and less transparency means less trust," says William Klepper, author of The CEO's Boss:Tough Love in the Boardroom and a management professor at Columbia Business School. "You want to trust one another, and that means being transparent, not only on financial matters, but on non-financial matters as well."

Morris agrees. "Directors can be a great sounding board, asking thoughtful questions or offering suggestions without rushing to judgment, and allowing the CEO to explore alternatives out loud."

While CEOs have more and more added to their plate, board members need to add more as well. In addition to the...