Leadership

The Association CEO Succession: Why Planning is Essential

7th March 2025

Boardroom, in collaboration with the Brussels-based law firm Kadrant, examines the critical considerations associations must address to develop an effective and strategically sound CEO succession plan.

Leadership transitions are defining moments for associations, shaping their future direction and stability. Yet, many associations lack structured succession plans, leaving them vulnerable to uncertainty when a CEO departs. A 2021 report from the National Council of Nonprofits revealed that only 29% of associations have a written succession plan in place, despite growing CEO turnover rates (Council of Nonprofits, 2021).

The pandemic further exposed this issue. Many CEOs delayed their departures to provide stability during uncertain times, but as the crisis eased, a wave of overdue exits followed. According to BoardSource, 54% of nonprofit CEOs expected to leave their positions within five years, underscoring the urgency for formal succession strategies (BoardSource, 2023). Without them, associations risk operational disruptions and loss of institutional knowledge.

The Role of Boards in Succession Planning

Succession planning is often viewed as a CEO’s responsibility, but governance best practices dictate that boards must take the lead. As the Council of Nonprofits emphasizes, boards hold the ultimate authority over CEO appointments and oversight. The McKinsey & Company report on CEO transitions similarly highlights that leadership succession should be a structured, board-driven process, not an ad-hoc response to unexpected vacancies (McKinsey, 2024).

A well-prepared board ensures smooth transitions by identifying potential candidates, defining clear leadership transition protocols, and setting structured first-year goals for incoming CEOs. According to the ASAE Center, boards that fail to take ownership of succession planning often face internal uncertainty and diminished stakeholder confidence. Embedding succession planning into an association’s bylaws or formal governance policies ensures continuity and stability during leadership changes.

Key Components of an Effective CEO Succession Plan

A well-structured CEO succession plan should include several essential elements to ensure smooth leadership transitions. First, it must define the possible causes of departure, whether planned—such as retirement or the end of a mandate—or unplanned, like sudden resignation, removal, or incapacity. By anticipating both expected and emergency exits, associations can reduce uncertainty and mitigate risks associated with leadership gaps.

The plan should also outline the procedure for identifying and selecting a successor. This includes whether the search will focus on internal candidates, external recruitment, or a hybrid approach, potentially with the assistance of an executive search firm. A clear job description, key competencies, and leadership criteria should be established to guide the process. Additionally, interim leadership measures should be in place to ensure operational continuity. This includes defining the interim CEO’s powers, compensation, and the board’s oversight responsibilities during the transition period.

An emergency succession clause is crucial in case of sudden illness or incapacity, requiring the CEO to pre-designate key operational leaders who can maintain continuity. Furthermore, leadership development obligations should be embedded in the plan, encouraging CEOs to mentor internal staff and board members to prepare future leadership talent.

Kadrant is a specialist Brussels-based independent law firm active in the areas of corporate and commercial law, dispute resolution, including arbitration and mediation and EU, regulatory and international trade law. Kadrant’s lawyers have an in-depth knowledge and expertise in the not-for profit sector and they are recommended by peers and legal directories alike. They speak regularly at sector specific events and contribute articles to the specialized press. For more information, please visit www.kadrantlaw.com or write to mauri@kadrantlaw.com.

To maintain organizational integrity and stability, the plan should also include a succession consulting clause, allowing the outgoing CEO to provide guidance during the transition. Legal protections such as non-compete and non-solicitation clauses prevent departing CEOs from recruiting key staff or donors, while confidentiality agreements protect sensitive organizational information. Severance entitlements should be clearly outlined, specifying financial support and transition conditions based on the circumstances of the departure.

Finally, governance measures such as a board approval clause ensure that any successor, whether recommended by the outgoing CEO or identified through external search, is thoroughly vetted and approved. A dispute resolution clause should also be included to address any conflicts related to the succession process through mediation or arbitration. Incorporating these elements into a CEO succession plan allows associations to maintain stability, safeguard their mission, and strengthen stakeholder confidence.

Why Succession Planning Matters

The absence of a formal succession plan can lead to instability, staff uncertainty, and a loss of confidence from donors and stakeholders. Studies have shown that organizations with poorly managed transitions experience performance declines and higher executive turnover rates in subsequent years.

Conversely, associations that implement structured CEO succession plans safeguard operational continuity and stakeholder confidence: succession planning, indeed, enhances organizational resilience, ensuring leadership changes do not disrupt strategic objectives, as research from Harvard Law indicates. Having a clear transition framework also makes associations more attractive to top leadership candidates, reinforcing their long-term stability.

In the end, for associations looking to thrive in an era of increasing leadership mobility, the question is not if they should prepare for CEO succession, but when—and the answer is now.

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