February 13, 2013; Source: Wall Street Journal

Last week, Teach For America announced that its founder, Wendy Kopp, was stepping down as CEO and becoming board chair of the national organization. She will succeed Walter Isaacson, who will remain as board chair emeritus. Teach For America has been very successful in its 20-plus years of recruiting bright young leaders to teach in some of America’s most challenging schools. In 2012-2013, 10,000 Teach For America teachers will work with 750,000 students nationwide and more than 25,000 Teach For America alumni will act as advocates and resources for education policy, according to the organization’s website.

Teach For America’s board, which includes 38 members (slightly more than twice the size of a typical nonprofit’s board), includes some political and business heavyweights, such as Isaacson, David Gergen, Joel Klein, Lawrence Summers, and Meg Whitman. From a governance perspective, this particular announcement of a leadership change in a successful national organization includes some curious items. The founder’s continuing role, the staffing of the CEO position, and the naming of a board member as “independent lead director” are all are worthy of comment.

Kopp the founder will continue her involvement with Teach For America, the organization she launched shortly after she graduated from college, as Kopp the board chair. In addition, she will continue as CEO of the related nonprofit Teach For All. According to the latest available Form 990, Kopp receives no salary as CEO of Teach For All, but she receives almost $400,000 annually as CEO of Teach For America. Teach For America’s Form 990 states that Kopp’s time devoted to Teach For All is valued by Teach For America at just over $100,000 a year, which is about 25 percent of her total compensation (the 990 indicates that Kopp devotes 25 hours a week to Teach For All).

Kopp’s CEO successor will actually be two people, both long-time Teach For America staff who will jointly serve as co-CEOs and report to the board that will now be headed by Kopp. The organization’s press release made no mention of the board’s having conducted an executive search before naming Matt Kramer and Elisa Villanueva Beard to share the leadership title.

Teach For America has also created the role of “independent lead director,” naming Richard Parsons to the position. While Kopp will chair the full board, Parsons will chair the board’s executive committee. The independent lead director role is becoming more popular in for-profit corporations, where many board members are not independent of the corporation. However, it’s very rare to see the position in nonprofit organizations, where very few, if any, staff members other than the CEO sit on the board of directors. While we do not know the motivation for this move, it’s possible that the board may have felt a need to recognize Kopp’s “insider” history as she becomes board chair and addressed it by naming a lead independent director to assure a counterbalance to Kopp’s influence.

Nonprofit executive succession is often a difficult transition, even in well-established, well-financed national organizations with “A-list” boards of directors. While we applaud the board’s nod to the risks of founder’s syndrome by naming an independent lead director, the size of the board, the naming of co-CEOs, and the continued presence of the founder as board chair of one organization and CEO of the other may create governance challenges for Teach For America’s board for some time to come. –Michael Wyland