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by ealexhudson 934 days ago
Actually, you're rephrasing the question - it was specifically about "control", not "alignment".

Even if we substitute "alignment" the problem is that the suggestion is still that Sam would have been "better protected" in some way. A 501(c)3 is just not supposed to function like that, and good corporate governance absolutely demands that the board be independent of the CEO and be aligned to the company goals not the CEO's goals.
2 comments
dragonwriter 934 days ago
> good corporate governance absolutely demands that the board be independent of the CEO

CEOs and subordinate executives being on boards are not unusual, and no board (especially a small board) that the CEO (and/or subordinate executives) sits on is independent of the CEO.

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ealexhudson 934 days ago
By "independent" I don't mean "functions separately". Of course the CEO sits on the board. Sometimes the CFO is on the board too, although subordinate executives usually _should not be_ (they may _attend_ the board, but that's a different thing).

But fundamentally, the CEO _reports to_ the board. That's the relationship. And in a 501(c)3 specifically, the board have a clear requirement to ensure the company is running in alignment with its stated charter.

Whether or not this board got that task right, I don't know, it doesn't seem likely (at least, in hindsight). But this type of board specifically is there for oversight of the CEO, that's precisely their role.

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s1artibartfast 934 days ago
Sam was sitting on the board, obviously not independent of the CEO.
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