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Too many chiefs?

By Robert B. Lamm on December 26, 2022
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I recently read an article suggesting that companies need to consider appointing a chief resilience officer. That got me thinking about all the other “chief” positions that pundits may be encouraging companies to create.  Here’s a partial list:

Chief Analytics OfficerChief Happiness Officer
Chief Automation OfficerChief Inclusion Officer
Chief Behavioral OfficerChief Information Officer
Chief Budget OfficerChief Information Security Officer
Chief Data OfficerChief Product Officer
Chief Diversity OfficerChief Storytelling Officer
Chief Experience OfficerChief Sustainability Officer
Chief Green Officer Chief Technology Officer
Chief Growth OfficerChief Well-Being Officer

If a few of these titles seem odd, there are others that are legit.  For example, I know of some companies that have a chief information officer, and some that have a chief information security officer – and some that have both.  

At the risk of repeating myself, this is a partial list that I turned up after a very brief search on the web.  And I note that I didn’t perform any diligence to see if any of these positions actually exist, though the articles in which they were cited suggested that was the case.

What concerns me, however, is not whether all of these titles are legit, or even why some people have the time to conjure up the stranger titles, but rather the extent to which having all these titles muddles the lines of responsibility to the point that it’s hard to tell who is responsible for what.  As noted, some companies have both a chief information officer and a chief information security officer.  Who is responsible for preventing cybersecurity incidents? If one occurs, who’s responsible for addressing and/or remediating it?  

It also strikes me that challenges like the one listed above may be made more complicated in the current environment, when people may no longer be working in the same place; how does that play out if the CIO is in Denver and the CISO is in Boston?  Or Japan?

From a broader governance perspective, one would like to think that before a company creates some of the more unusual and/or duplicative chiefdoms above, the board or the comparable authority would have a clear understanding of where each chief’s responsibilities begin and end, and how the responsibilities of each relate to other chiefs’ areas.  However, my experience suggests that may not be the case, which means that accountability is difficult to determine both internally and externally.  Perhaps this isn’t a problem when things are going well, but when they’re not?

There are many other areas of concern to a nerd like me.  For example, which chiefs are deemed to be “executive officers” under SEC rules?  Are they also deemed Section 16 officers?  What’s the rationale for each?  (As an aside, it’s hard enough to explain to clients why someone who is an “executive officer”  may not be a “Section 16 officer,” or vice versa.  This plethora of chiefdoms doesn’t help.)  There seem to me to be compensation issues as well – are all chiefs created equal?  The answer must be “no,” because the traditional chiefs – the CEO, CFO, etc. – do not have identical compensation.  But how do you weigh compensation levels when presumably each chief oversees a significant area?

Finally, the cynic in me wonders why all these chief titles are necessary in the first place.  Perhaps it arises from the same concern for gratification and rewards that has led to giving every kid on the such-and-such team a trophy, even if his or her performance is poor.  I like having my title, as I have for much of my career. However, as my grandmother might say “everything in moderation.”  Or, as others might say, “keep it simple, stupid.” 

Photo of Robert B. Lamm Robert B. Lamm

Bob Lamm chairs Gunster’s Securities and Corporate Governance Practice Group.  He has held senior legal positions at several major companies – most recently Pfizer, where he was assistant general counsel and assistant secretary; has served as Chair of the Securities Law Committee and…

Bob Lamm chairs Gunster’s Securities and Corporate Governance Practice Group.  He has held senior legal positions at several major companies – most recently Pfizer, where he was assistant general counsel and assistant secretary; has served as Chair of the Securities Law Committee and in other leadership positions with the Society for Corporate Governance; and is a Fellow of The Conference Board ESG Center.  Bob writes and speaks extensively on securities law and governance matters and has received several honors, including a Lifetime Achievement Award in Corporate Governance from Corporate Secretary magazine.

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  • Posted in:
    Corporate Finance, Financial
  • Blog:
    The Securities Edge
  • Organization:
    Gunster
  • Article: View Original Source

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