Introduction

Boards of directors play a critical role in the governance, strategic direction, and oversight of organizations. A high-functioning board can significantly enhance organizational performance, while underperformance by even a single board member can erode board effectiveness, reduce trust, and compromise the board’s ability to fulfill its fiduciary duties. Addressing underperformance in a timely and constructive manner is not only necessary for board integrity—it is essential for the organization’s success.

This white paper outlines a structured and respectful approach to dealing with a non-performing board member, balancing accountability with professionalism.

Identifying Underperformance

Board underperformance can take many forms, including:

Chronic absenteeism or lack of engagement in meetings
Unpreparedness or lack of contribution to discussions
Disruptive behavior or poor collaboration with fellow directors
Conflict of interest or failure to uphold fiduciary duties
Resistance to organizational strategy or change without constructive input

It is crucial to differentiate between a temporary dip in performance due to external factors (e.g., illness, personal crises) and sustained, systemic underperformance. The latter requires intervention.

Step 1: Establish Clear Expectations and Metrics

Many performance issues stem from a lack of clarity. Boards should proactively define what constitutes effective board service, including:

Minimum attendance and preparation requirements
Expected contributions in meetings and committees
Ethical standards and fiduciary responsibilities
Commitment to strategic objectives and board unity

These expectations should be documented in board charters, bylaws, or board member agreements. Periodic board self-assessments and peer reviews should be conducted to help identify issues early and encourage accountability.

Step 2: Conduct a Confidential Evaluation

Before addressing a board member directly, board leadership (typically the Board Chair or Governance Committee Chair) should evaluate the extent of the underperformance. This may involve:

Reviewing attendance and participation records
Gathering feedback from other board members confidentially
Comparing the member’s engagement with established benchmarks

This evaluation helps ensure the issue is based on observable facts rather than personal bias or conflict.

Step 3: Engage in a Constructive Conversation

Once the board has gathered sufficient evidence, the Chair or Governance Committee Chair should meet privately with the underperforming member. This conversation should:

Be respectful, confidential, and focused on improvement
Share observations clearly and factually (e.g., “We’ve noticed that you’ve missed 4 of the last 6 meetings”)
Ask open-ended questions to understand any underlying causes
Reiterate the expectations of board service
Explore ways the board member might re-engage or improve

This step is critical in giving the board member a chance to self-correct while preserving dignity and relationships.

Step 4: Offer Support and a Path Forward

If the member is open to improvement, the board may offer:

Additional mentorship or orientation
Reassignment to a more suitable committee
Temporary leave of absence if personal issues are at play

Setting a follow-up timeline to reassess progress is also recommended. This provides accountability while giving the board member an opportunity to demonstrate renewed commitment.

Step 5: Take Formal Action If Necessary

If the board member is unresponsive or unwilling to improve, more formal steps may be needed:

A written warning from the Chair or Governance Committee
A recommendation for resignation, which allows a graceful exit
If the board member refuses to resign, removal may be pursued, provided bylaws and state laws permit it

While removal is rare and typically a last resort, boards must not shy away from taking action if the integrity and effectiveness of the board are at stake.

Conclusion

Dealing with a non-performing board member is a sensitive but necessary aspect of board governance. A thoughtful, fair, and transparent process ensures the board remains high-functioning, cohesive, and aligned with its fiduciary responsibilities. By setting clear expectations, communicating openly, and following through with appropriate action, boards can address underperformance in a manner that preserves the board’s culture and promotes long-term effectiveness.

Recommendations for Best Practices

Conduct annual board assessments, including peer evaluations
Ensure all board members sign a role description upon appointment
Build a strong board culture where performance expectations are normalized
Create a standing Governance or Nominations Committee to manage board composition and performance

These proactive measures reduce the likelihood of underperformance and strengthen the board’s ability to manage issues when they arise.

About the Author

A governance consultant and leadership expert, Jim Schraith helps organizations enhance boardroom effectiveness through training, strategy, and technology integration. Jim is a veteran of over 30 public, private and non-profit boards. He is the founder and President of BoardEvals, LLC.

Introduction

In an era of increasing scrutiny on corporate governance practices, organizations continue to assess the most effective ways to ensure board accountability, diversity, and performance. Two frequently discussed governance tools are term limits and age limits for board members. While both mechanisms aim to promote renewal and reduce stagnation on boards, they also present significant challenges. This paper explores the pros and cons of implementing term limits and age limits for board members, considering their implications on board effectiveness, institutional knowledge, diversity, and continuity.

Term Limits: Pros and Cons

Pros

Promotes Board Refreshment and Diversity
Term limits help ensure a steady turnover of board members, creating opportunities to introduce fresh perspectives, experiences, and skills. This can lead to greater diversity in gender, race, industry background, and professional expertise—critical for strategic decision-making in a complex global environment.
Reduces Entitlement and Groupthink
Overly long tenures can foster a sense of entitlement and decrease directors’ willingness to challenge management or fellow board members. Term limits help reduce the risk of “groupthink” by limiting the consolidation of power and encouraging critical and independent thinking.
Encourages Active Participation
Directors who are aware of their limited terms may be more focused and engaged, knowing their contribution is under time constraints. It can also incentivize them to leave a legacy through their board service.

Cons

Loss of Institutional Knowledge
Long-serving directors often carry a deep understanding of the organization’s history, culture, and past decisions. Arbitrary limits risk losing valuable institutional memory, which can be especially detrimental during times of crisis or major transitions.
Weakens Board Cohesion and Continuity
Frequent turnover can disrupt board dynamics, hinder mentoring relationships among board members, and lead to a lack of continuity. It may also create a revolving-door effect, where new directors require time to get up to speed, reducing overall board effectiveness.
Limits Flexibility in Succession Planning
Term limits can restrict the board’s ability to retain high-performing directors at crucial junctures, even if they are still contributing meaningfully. This one-size-fits-all rule does not account for individual director performance or evolving board needs.

Age Limits: Pros and Cons

Pros

Ensures Generational Turnover and Technological Relevance
Age limits help make room for younger professionals who may bring a stronger grasp of emerging technologies, digital transformation, and evolving consumer behaviors. This generational refresh can be critical in industries undergoing rapid change.
Provides a Clear and Objective Retirement Benchmark
Unlike performance evaluations, which can be subjective or inconsistently applied, age limits offer a clear rule that removes the discomfort around asking a director to step down. It simplifies succession planning.
Reduces Risk of Cognitive Decline Affecting Performance
Though not universally true, advancing age may correlate with reduced energy, cognitive agility, or adaptability. Age limits serve as a risk management tool to avoid potential declines in director capacity.

Cons

Age Is Not a Proxy for Effectiveness
Many directors in their 70s and even 80s are active, engaged, and high-performing. Mandatory age limits can force out experienced individuals who are still making significant contributions, without consideration of their actual performance.
Limits Talent Pool in Smaller or Niche Organizations
In certain industries or geographies, the available pool of experienced board candidates may already be small. Age restrictions can shrink the candidate base unnecessarily, especially for organizations that value legacy or historical context.
Potential for Age Discrimination
While legal in many jurisdictions when applied uniformly, mandatory retirement ages may be seen as discriminatory or at odds with broader diversity and inclusion goals. It sends a message that age itself, rather than performance, is the key determinant of value.

Conclusion

Both term limits and age limits offer tools for enhancing board performance through renewal and objectivity, but they are not without trade-offs. Term limits support diversity and accountability but can lead to loss of valuable experience and board cohesion. Age limits promote generational balance but may undermine effectiveness by sidelining experienced directors.

Rather than relying solely on rigid limits, a more balanced governance approach may include regular board evaluations, director peer reviews, and skill gap analyses to inform board succession in a more nuanced and merit-based manner. Ultimately, the goal should be to maintain a board that is diverse, engaged, knowledgeable, and strategically aligned—whatever combination of tools best achieves that aim.

About the Author

Addressing Underperformance in the Boardroom: A Practical Guide for Boards

Evaluating Term Limits and Age Limits for Board Members: A Governance Perspective