How to Handle a Difficult Board Member

The job of a corporate board is to scrutinize management’s assumptions, stress-test strategies, and protect the interests of shareholders. A healthy tension between company leaders and the board is to be expected; however, it’s not uncommon to encounter a board member whose skepticism or criticism feels disruptive, adversarial, personal, or even hostile. When this happens, leaders can make the mistake of focusing too much on preparing for that individual’s reactions—a move that can derail meetings, distort decision making, and undermine your authority. This playbook outlines how to reframe the challenge of a difficult board member, address the underlying issues, and protect both your organization’s interests and your own credibility. Determine where your board is actually coming from. To determine whether what feels like hostility is actually a professional style (a result of their experience working on boards that desire constructive friction start by separating the director’s tone from their intent. A few simple diagnostic questions can help: What is being challenged: me or the content? Does this director clash only with me or with several people? Is their behavior new, or do they consistently behave in this manner? Your answers help uncover the root cause of their behavior: If the clash centers on content, the director likely cares deeply but feels unheard or blindsided. Your goal is to make them feel respected and engaged. If the director is the common denominator in many conflicts, this may reflect their governance style, so focus on structuring a productive discussion. If you are the only leader receiving this level of pushback, the issue likely lies in their perception of your performance. That requires tending to interpersonal dynamics, but don’t assume a zero-sum mindset. While you may feel a need to fight back, this conflict could create space for a productive conversation. While answering these questions, you also want to always keep in mind your desired outcome—whether that be keeping the peace, gaining clarity on an issue, or building healthier relationships. In the board meeting, use governance tools If a board member crosses the line in a meeting, you don’t want to escalate a public confrontation that derails the agenda or alarms stakeholders. Ideally, the chair will intervene. In reality, you may need to prompt them. You can do so calmly, without escalating tension, by saying: “That’s an interesting response. Chair, do you have a reaction?” This approach depersonalizes the conflict, reinforces the chair’s responsibility for the board’s conduct, and forces the challenging director to decide whether they truly want to continue their provocation. Beyond deferring to the chair, CEOs have several additional governance tools at their disposal. For example, if debate is pushing the conversation into territories not meant to be addressed in that session, you can pause the conversation and redirect to the official agenda. Decision rights are another governance tool that can help you clarify which agenda items are for input versus which are for approval. Outside the board meeting, use curiosity. Interpersonal tension cannot be resolved in the middle of a meeting. If your challenge with this board member feels more deeply rooted, use one-on-one conversations before or between meetings to understand what is actually driving their behavior. In a private setting, your objective is to understand, not to win. Ask why certain topics trigger such strong reactions. Explore what you might be missing about the issue or their concerns. This requires using open-ended questions that probe for greater understanding and shift the conversation over to the other person to share. Approaching the conversation with curiosity helps you determine whether the director is grandstanding but fundamentally aligned with you, masking insecurity, or intentionally trying to undermine you. It also gives you the chance to repair misunderstandings that never should have become public conflicts. Go Deeper Great CEOs See the Importance of Being Understood by Michael Schrage HBR.org, December 16, 2016 (4-minute read) 5 Ways Executives Can Manage Conflict with the Board by Sabina Nawaz HBR.org, April 15, 2024 (6-minute read) How the Best Boards Engage with Management by Timothy J. Rowley and Laurence Capron HBR, January-February 2025 (13-minutes read) The Conflict-Intelligent Leader by Peter T. Coleman HBR, July-August 2025 (15-minute read) A Smarter Way to Disagree by Julia A. Minson, Hanne K. Collins and Michael Yeomans HBR, November-December 2025 (12-minute read) Credits Expert advice courtesy of Hanne K. Collins (assistant professor of management and organizations at UCLA Anderson School of Management), Randall S. Peterson (professor at London Business School), Michael Schrage (research fellow at MIT Sloan School’s Center for Digital Business, and author of Serious Play and Who Do You Want Your Customers to Become?)

How to Handle a Difficult Board Member

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