Corporate Governance Has Lessons for School/NFP Governance

The February People Talking interview with Ben Hildebrand, currently serving as both an independent school board chair and as a member of a corporate board

Feb 15, 2025

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For February’s People Talking, I had the great pleasure to catch up with Ben Hildebrand, previously a colleague at the Westover School (Middlebury, CT). He was at Westover as Academic Dean when I arrived and we worked together for seven years, where he served as academic dean and then associate head. Before Westover, Ben was the science department chair at Kingswood Oxford School (West Hartford, CT). Several years ago, he made a professional pivot and is now directing environmental sustainability efforts in private industry.

However, what is most of interest for this interview is that Ben is simultaneously serving as chair of the board of trustees for a CT pre-k - 8 day school and on the board of a privately held company. We have been talking on and off over the past few years about the differences between serving on a nonprofit board and a corporate board and as you will read, corporate governance can be much simpler and cleaner.

So - if you’re struggling with governance issues as either a trustee or a head, there’s a good reason - it is indeed complex and difficult and as Ben points out in this interview, “it takes constant vigilance.”

Ben also mentions the challenges of being a board chair and how that role is exponentially more complicated, time consuming and stressful than being a rank and file board member. I’ve talked to a number of board chairs this year and without exception, they echo his thoughts. Most are anxious about successfully identifying a successor. This is a key indicator that current practices just aren’t working and it’s time to think about more of a distributed leadership model on the board leveraging officers and committee chairs. But change is hard on boards for other understandable reasons - time limitations, full plates and frequent turnover being just three. My interview with former nonprofit board chair Michele Levy discusses some of these same issues.

It’s a tough challenge and as a sector, we need to work collaboratively - school leaders, trustees, associations and governance thought leaders and consultants - to create and implement workable and replicable solutions. And it’s interesting to contemplate how some of these solutions might be inspired from corporate governance practices.

Julie Faulstich

Welcome, Ben! We’ve been talking about doing this for a while because you’re in such a unique position, serving on both an independent school board and a corporate board simultaneously.

So I wanted to start with a recurring pattern I’ve seen — heads sometimes don’t know how to interact with boards or how to provide the right information to them. Often they’ve had no real experience with governance themselves when they get into this position. Then it’s a major part of their job and it is hard to figure out. And if the head and the board don’t get the relationship in the right place, it causes governance issues.

Ben Hildebrand

Well, it depends on the head. Some see the board as adversaries because they control the head’s ongoing employment, while others see the board as partners in leadership. The head at my school uses the analogy of switching hats—one as the head reporting to the board, and another as a peer working collaboratively with them. But it’s a balancing act.

Recently, there was an operational decision made where the head didn’t know the board’s stance when parents asked about it, so he agreed to let them escalate it to the board. That’s not how governance should work in most cases. Since I have a lot of governance experience and I’m the chair, I could manage it even if it's not ideal, but if the board chair wasn’t well versed in how to handle the situation, it could have gotten out of control quickly.

Many school communities don't understand the role of the board. Parents assume the board “represents” them, but really, its duty is to the long-term health of the institution, not the short term interests of the parents.

I had to clarify that recently. Some parents thought the board was supposed to be their voice, but our role is to uphold the school’s mission and ensure the head is working to execute the mission through the operation of the school.

If parents get in the habit of taking their concerns straight to the board, it creates even more problems. If a back channel is opened where parents know they can bypass the head and the administration and bring their issues right to a few board members, who then bring the issue to the full board, it’s a total mess. Often it’s unclear at that point whether it’s the board members themselves bringing up a legitimate issue with school operations or whether they’re being mouthpieces for other agendas, even if everyone involved has good intentions.

I think we’ve gotten to a place where me as the board chair, the head and the whole board are on the same page, but it takes constant vigilance. We have made it to the place we are at after some bumps in the road that we had to resolve.

So how different is being board chair from being a board member?

Completely different! As a board member, I was minimally involved beyond my Development Committee role and attending meetings. Now, as board chair, I’m planning meetings, dealing with governance crises, and constantly working with the head. It’s a big lift. But that might also be a bit of my personality and professional background seeping into the work.

Do you have a succession plan?

Not at the moment, but it is on the agenda.

Is there anyone interested in taking over?

We have the talent. The question is whether people can devote the time. Right now, I’m trying to get a new VP for next year and want to tap one of the new board members for the position. They have a strong governance background, understand how boards should operate, and they have a young kid at the school, so they could be around for a long time. The problem is that we have very competent board members with high demands from their day jobs. You really need a board chair who can devote the necessary time in order to support the head and school effectively.

The head comes from an admissions background. The school is full, which it was not before he came, and that’s great. The teachers love him. They feel supported. He’s doing so many things right. But the head position requires doing it all if you don’t have a strong team. He has a solid business manager who’s been at the school for 25 years—knows it inside and out—but she’s not a CFO.

We brought in a new board member who was a CFO. He has a more sophisticated approach. In a finance committee meeting, he put three budget scenarios in front of us—something we’ve never had before. Much more comprehensive than what I’ve seen in the last two years.

This is a little institution started by parents decades ago, and now we’re really thriving but we need more structure. I know we’re not alone in this situation. We also don’t have the resources to hire an entire admin team with the same level of skill you’d find in a large k-12 with a significant endowment.

That really shows how it can be hard to totally separate school operations from governance in a case like that. And I think there are a lot of schools where it is going to be easier to find a trustee savvy about higher level finance than it might be to hire someone with CFO level skills rather than a solid business manager. And there can be tension within the school’s culture, too, when people are used to a very informal way of operating. It’s complicated.

That brings us back to operational changes not all parents like. “Do we have the resources to fund a new position or capital project?” Yes. But it might mean losing programming.

Exactly. I had to tell these parents, “Yes, we can afford to restore that other position, but it might mean cutting the new music program.” And everyone loves the new music program!

The pie is only so big.

Or do we give teachers less of a raise instead? I’d rather give teachers a raise—they deserve it.

There are so many intractable problems facing schools.

It’s very different from a corporate board.

The corporate board has independent directors with industry expertise. They don’t have a personal stake in what happens at the company but offer valuable oversight. In schools, parents on the board have an interest but they mostly lack school or educational expertise.

Our corporate board has six independent directors. They’re the ones calling the shots for the most part. They bring in-depth experience in finance, marketing, and operations. They scrutinize management’s proposals without emotional involvement. And they get paid. It’s a small amount given these are high powered, deeply experienced corporate players but I would speculate that it’s at least the equivalent of a senior admin’s salary at most schools. I’m on the board as a family member for the privately held company and I also work at the company, so I don’t get compensated.

The dynamic on the corporate board is completely different. Corporate board meetings focus on governance and oversight completely, not operations. Management makes decisions. The corporation just closed a facility, but that was a management decision, not a board decision.

Board members in both settings have the instinct to get in the weeds, to work a problem. I think that’s human nature. But in corporate boards, they more actively and intentionally try to stay at a higher level.

How do you prepare for corporate board meetings versus school board meetings?

Corporate board meetings require a lot more preparation. I go through hundreds of pages of PowerPoint decks before each meeting. And we only meet quarterly, with check-in calls in between. We had a December call scheduled, but they canceled it. Then they added an early January call to update us on an issue. In between meetings, I don’t have many obligations because of my role in the company, but the independent directors are more involved—they bring their expertise to bear, consult with management, provide feedback and help shape decisions.

Is there a committee structure?

Yes. We have an Audit Committee, a Governance Committee, a Compensation Committee, as well as an Executive Committee.

How many board members?

Nine—six independent directors, two family directors, plus the chair, a lot smaller than most school boards. I expanded our school board from 10 to 12, mainly to bring in non-parent board members, but I may go back to 10. It’s easier to connect with each board member one-on-one.

And in schools, board members are often major donors, too, which complicates everything.

Yes. Our school board provides a large percentage of the fundraising dollars..

That’s becoming more and more common—I heard recently something like 80% of capital campaign donations come from board members.

I think it’s a tall order to identify people to serve on school boards who are interested enough in the school to volunteer the enormous amount of time, have the temperament to participate in a group that is required to act as a collective and have resources to be a major donor.

A school board should be a long-term stabilizer, keeping their eye on big picture mission execution and long term strategy and holding the head accountable. But otherwise, it should stay out of operations.

Really the key difference is that for a school board, the “product” is a human being. And human beings are messy. The stakes feel personal and it complicates decision making. That makes governance in schools uniquely challenging.

You're absolutely right. Another thing I find frustrating is that so much of the conversation around educational innovation is the same as when I started teaching in 1996. I did a whole competency-based grading project in 1997! But if you're a board member with a child in the system, why would you want to take a huge risk that upends everything? That’s not why you chose the school.

What advice would you give to a head as a board chair?

Use the board as a partner, not an adversary. Set up a dynamic of trust. Engage with them early before decisions are made.

Don’t wait until something is fully baked—bring ideas in early and ask for input. Push each other because that’s how the school moves forward.

Thanks so much to Ben for doing the People Talking interview! See you next Tuesday with a Top Five.

If you’re going to NAIS Thrive 2025 in Nashville - say hello!

If you’re interested in this interview, come to this session at the conference:

Powerful Partnership: Skills and Tools for Head/Board Collaboration - NAIS Thrive 2025, Nashville, TN - 11AM Friday, Feb 28th

with Moira Kelly, President, Explo

I’m arriving around noon on the 27th and will be there all day on the 28th. If you’d like to have coffee and chat, just reach out. I’d love to connect with TOOS readers and hear what’s on your minds.

Featured Stony Creek Strategy governance services

We’re booking Governance in Action workshops for board retreats and new trustee orientations - available both in person and virtually. We would also be delighted to work with board leadership on a customized half or full day governance training retreat for the 25-26 school year.

Reach out if you’d like to have a chat here.