Davis Polk partners Steve Byeff and Ning Chiu were featured on an episode of The Public Company Series Podcast to discuss why one-size-fits-all approaches to board design often fall short and what companies should consider instead. They covered key decision points, including board leadership structure, the chair versus CEO debate, director independence and the often-overlooked importance of multiple leadership roles within the board.

When asked whether the role of the chair should be independent and why this has become such a hot topic of debate, Ning said, “Any number of structures, either the chair being CEO, the chair being independent, the chair being a former executive – which is increasingly common during CEO transitions – could make a lot of sense or actually could not work out well…The fact that it is controversial beats me because it would seem like flexibility is ideal, and I don’t know why people think one model of the independent chair is always best.” 

Steve added, “It’s interesting, a lot of times this question comes up first in the context of a company that’s going public as they think about their board structure, and then is revisited later on, several years after the company has been operating as a public company, as it’s going through a CEO transition – as it’s going through normal board refreshing. And so, to me, that just highlights the point that Ning was making, which is it cannot be one-size-fits-all because companies evolve. Markets change, standards change, dynamics change. Within the board, individuals change. And so to think that there’s some ideal separation between the chair of the board and the CEO just doesn’t really make sense.”

“Designing a Board: Form Follows Function,” The Public Company Series Podcast (February 10, 2026) 

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