CEO in Name Only: What to do when you’re a ‘CE-NO’

Linda Yaccarino made her official debut as the CEO of Twitter, now known as X, in mid-March.

But the formal announcement about her new role was announced by a surprise Tweet a day earlier from owner Elon Musk, who wrote to his millions of followers that a new female CEO had been chosen. Yaccarino, who had yet to give notice at NBCUniversal, became the focus of wild speculation and was reportedly forced to announce her job transition earlier than planned.

Although Yaccarino was given the top title when she joined X, there was little doubt among tech watchers that it was actually Musk who would have the final say about the company’s strategy. “In reality, she will only ever be the Twitter COO for Musk; at worst, Musk’s executive PA,” one PR expert told Fortune Earlier this year, following a now infamous on-stage interview where it appeared that Yaccarino was hearing about one of Musk’s decisions to launch a new subscription-based revenue stream for the first time.

Since then, Musk has apparently subverted Yaccarino’s autonomy and authority on several occasions. Last week, he amplified a tweet peddling an anti-Semitic conspiracy theory despite Yaccarino’s months-long attempt to telegraph to users and advertisers that hate speech was not acceptable on the platform. The next day, facing a backlash, Yaccarino to say that the company has been “extremely clear about our efforts to combat antisemitism and discrimination,” calling such toxic feelings “ugly and wrong. “Full stop.” But users immediately pointed out that X’s owner was apparently unaware of the CEO’s policy. Musk has since rejected any suggestion that he’s anti-Semitic, saying “Nothing could be further from the truth.”

IBM, one of the company’s biggest advertisers, pulled their spending from the site, along with Apple, Disney, and Warner Bros. Discovery. Even Yaccarino’s former employer, NBCUniversal, pulled its ad dollars, along with parent company Comcast. Advertising executives have also reportedly been urging Yaccarino to step down over Musk’s actions.

Asked to comment on the perception that Yaccarino is not running the show at X, Joe Benarroch, the company’s head of business operations, told Fortune that the suggestion “feels extremely sexist and biased,” and ignores Yaccarino’s achievements at X.

Yaccarino isn’t the first company chief to be overshadowed by a founder, former CEO or chairman who everyone believes wields the true power. Bob Chapek struggled to find his footing at Disney when he took over from Bob Iger, who chose to stay on as executive chairman. Chapek was unceremoniously fired after less than three years on the job, and Iger took the top spot once more. Disney did not respond to Fortune‘s request for comment.

But holding a position with a lofty title and little power is a nightmare situation for most executives. Experts say that although it’s a relatively rare phenomenon, there are some basic ways to gauge whether you’re a leader in name only, and critical steps to reclaim your power if you’re being sidelined by powerful forces.

“People don’t fail at this level because they’re not competent,” says Heather O’Keefe, who leads Egon Zehnder’s US Family Business Advisory Practice “They fail because they don’t understand the people dynamics and they don’t manage relationships well.”

Here’s what leaders in the precarious CE-No position ought to do:

Recognize the signs that you’re not in charge

The clearest sign that something is off-kilter—that you’re being undermined or your authority isn’t being recognized—is that people are going to someone else with questions and issues that need discussion. “They’re not coming to you,” O’Keefe says, or there’s confusion about who deals with what.

You might also notice that “you’re giving clear direction to your team, and they’re very clearly not doing it,” she says. “Either you have a problem with those people or they’re getting direction or guidance from someone else.”

In healthy and smooth leadership transitions, incoming leaders have strong support from the board, according to O’Keefe. Indeed, boards will often create a detailed integration plan. But if a new leader asks for a board’s support, “and your phone calls aren’t getting returned,” she says, “that’s usually a bad sign.”

Similarly, Jason Baumgarten, head of the global CEO and boards practice at Spencer Stuart, says that at a public company, when a board is delaying a decision—for example, before endorsing a CFO the CEO would like to hire—the board may actually be trying to replace the CEO and waiting out the clock. That CEO will still have the power to make decisions, but the board might do what they can to stall major changes until they’re ready to appoint a new leader.

Understand why it happened

Despite publicized succession drama and power plays at some high-profile firms, it’s usually a benign side-effect of human nature, not ill intent, that leads to an unfortunate CE-No situation, according to O’Keefe.

Quite often, she says, founders are told by boards to bring in an outside CEO to professionalize management, or to bring the company in another direction, and the founder reluctantly allows someone else to assume the chief executive role but clings to their tacit position of power. It may be an unconscious behavior. As the Dutch management scholar Manfred Kets de Vries previously told Fortune, “We’re status-seeking animals, and when you are the CEO, consciously or unconsciously people look up to you; they tell you: ‘You’re the greatest, you’re fantastic.’” That’s hard to give up.

Some business leaders may also have every intention of retiring and then find that their identity is so tied up in their job that they simply do not know another way to live, says O’Keefe. In family firms, the hand-off to the next generation might be more ceremonial than practical. Or, someone “who has been a successful CEO at a company and isn’t really quite ready to hang it up” moves into a board role where they act as though they’re still in charge, wreaking havoc. In short, the former leader simply isn’t fully stepping away. (Now and then, a founder may even attempt to run things from the afterlife.)

But it isn’t always the former leader who sticks around at a firm. Sometimes power sits with outsiders, such as activist investors, powerful shareholders, and even employees, says Baumgarten. He argues that because leadership today has moved away from the top-down structures of the past, CEOs literally don’t have the same amount of control that they once had. Between labor and other social movements, investors, boards, and powerful founders, CEOs “have a lot less control and decision-making rights than they have ever had,” he says. Today, he adds, chief executives need to be “artful stakeholder managers.”

In private companies, the board is also usually made up of the key shareholders, in other words, the literal owners of the firm. “When it’s a significant investor, sitting at a strategy meeting and saying, ‘You know, I put a billion dollars into the company and I don’t like that direction,’ you better believe that the investor is going to significantly alter the course of the decision,” says Baumgarten. “If they tell a CEO, ‘We don’t like your plan, get another one,’ that is their prerogative.”

What to do about it

When CEOs are frustrated by another player, such as a former CEO, O’Keefe suggests starting a conversation about what’s happening. That could mean talking to the former CEO who is holding you back from executing your plans, having a heart-to-heart with the board, or even the majority shareholders.

Deciding who to approach first will vary according to the context. In any case, the solution comes down to “understanding everyone’s perspectives, desires, wishes, feelings” and then having “a candid conversation about what’s happening and what it’s costing the team and the company,” she suggests.

Sometimes a former CEO needs to be told to cut ties entirely. But that’s not the optimal outcome, according to O’Keefe. Ideally, the conversation will clarify roles and responsibilities, she says, and whatever is decided needs to be communicated to the rest of the leadership team.

Skipping that last step, she warns, could lead to ongoing mayhem and misunderstandings. And it happens. She recalls one situation where a CEO and former CEO agreed to changes that would see the ex-leader contributing as a board member but no longer showing up at the office every day. While both parties were satisfied with the arrangement, they neglected to inform other employees, who thought that the company’s investors had fired their former boss and that the new CEO had kicked him out.

A CEO juggling multiple interests, or beholden to the board of a privately owned company, needs to set up a system in which they can periodically and explicitly ensure that everyone shares the same vision and that the outside stakeholders approve of what they see the CEO doing , Baumgarten says. The CEO also needs to have a sense of where others expect to have input, or what outsiders can do to complement their skills.

How to avoid becoming a CE-No in the first place

O’Keefe says his advice for anyone who is considering a new CEO role is to first spend time getting to know select people at the firm, from various ranks—including the board and senior leadership—and in a range of roles. “Understand their motivations, interests, concerns, and priorities,” she says.

It’s not uncommon for candidate executives to have focus groups and one-to-ones within the firm, she explains, adding, “I would urge anyone having these conversations to be less focused on the last person, and more focused on the future. If there are concerns about the predecessor, they will come out.”

Baumgarten adds that CEO candidates at private companies should meet with a firm’s owners and investors to ensure that everyone is in agreement about how many non-CEOs will be involved in the company’s day-to-day operations. Do board members want to recommend partnerships for the firm and make introductions or do they plan to visit the company personally to weigh in on discussions? If you do take the job, he adds, remember to hold check-in conversations periodically, because the demands the CEO and others face will change over time as there will be outside perceptions of what’s happening inside the company. Make sure people know there’s a system for reviewing how responsibilities are being shared, and “stay very connected and disciplined about those roles.”

Do you have insight to share? Got a tip? Contact Lila MacLellan at [email protected] or through secure messaging app Signal at 646-820-9525.

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