Why Some Boards Backtrack on Chair Independence—Agenda
August 25, 2025
More than 400 Russell 3000 and S&P 500 companies have recombined the roles of board chair and CEO after previously separating them, according to Agenda. The shift underscores a growing tension between shareholder calls for independent oversight and boards’ preference for unified leadership, efficiency, and CEO retention.
Offering Farient’s perspective, Partner and COO R.J. Bannister explains, “This decision might signal confidence in the senior management team or that the direction of the company and the board is very much aligned.”
He also warned that separating the positions can “reduce the risk of a conflict of interest and hedge against an excessive concentration of power.” Bannister emphasized that governance structures must adapt to the circumstances of each company, balancing investor expectations with leadership stability.
About R.J. Bannister
Partner, COO, Farient Advisors/GECN Group, New York
New York: (646) 626-6929
Mobile: (917) 747-3985
rj.bannister@farient.com
R.J. has 30-plus years of experience consulting to the S&P 1500 and large private companies representing the board’s compensation committee or management, and sometimes both parties. R.J. has worked with hundreds of companies on their total rewards strategy and executive compensation philosophy to align pay programs with business strategy. His ability to create alignment results from deep insights on industry and compensation trends; sophisticated financial, market, and compensation analytics; and impactful, easy-to-implement solutions. He has worked in nearly every industry sector and extensively with private equity companies. Before joining Farient, R.J. was the founder and CEO of Bannister Group LLC, an executive compensation and total rewards consultancy he founded in 2019 after retiring as a managing director from Willis Towers Watson. R.J. holds an MSc in economics from the London School of Economics and a BS in economics from the University of Pennsylvania’s Wharton School with a triple concentration in corporate finance, strategic management, and international political science.
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