What is an Executive Session? And Who Belongs at the Table?

by Joan Garry

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Perhaps this is a faulty premise to start with but go with me. You’re on a board of a nonprofit. The fiduciary buck stops with you. You are going to raise money, provide strategic oversight, and provide financial stewardship. I would conclude that you are, by virtue of all these things, a grownup.

And then there are stories like this.

It’s an executive session and talking about the CEO review. The CEO is not present. A board member makes some negative comments about performance. The board member is asked if he made those clear on his CEO evaluation. Answer? “No, I was afraid the CEO would recognize my handwriting.”

I’m right. Faulty premise, eh?

So why have an executive session at a board meeting and does the CEO always sit outside in the dark (even when it is light out)?


Before I answer that I must confess that, with the exception of an annual review discussion (the one above that involved the possibility of handwriting analysis), I have never participated in an executive session in which a single bit of conversation could have or should have happened without the CEO present.

What the heck are they for anyway? Boards mistakenly think that it is an opportunity to raise concerns about the CEO or some senior staff person in a ‘safe’ space. Or that they just must have one at every board meeting and there’s no real agenda and it devolves into a dish session. These same boards lift the cone of silence, call the CEO back in, and say not word one about the conversation that has been had.

So much for building a partnership rooted in trust at that organization.

Here’s why you need them. Board Source clinically offers the following rationale: (1) they assure confidentiality, (2) they create a mechanism for board independence and oversight, and (3) they enhance relationships among board members and with the chief executive. OK, so let’s set (3) aside as this refers to executive sessions WITH the CEO and let’s set aside (1) because as mentioned earlier, you just need one big baby on your board (and there is always one) and the CEO will get a full debrief anyway. So you are left with “to create a mechanism for board independence and oversight.”

OK, then so, as they say on Project Runway, when is the CEO in?  And when is she out?


You want to know when you exclude the CEO? Here’s the list:

  • The annual audit
  • Annual performance review of the CEO
  • Discussion of CEO compensation
  • Legal issues regarding the CEO
  • Board practices, behavior, performance issues

That’s about it.

But even if you’re dealing with one of the above, absolutely make sure you do the following:

  • In planning the meeting, share with your CEO the agenda for that session
  • After the CEO returns, update the CEO on the nature of the discussions.


  • You have a right to know what the agenda is for any executive session in which you will be excluded
  • In the spirit of partnership and teamwork, you should be provided with a summary of the nature of the discussion.
  • Try to be a grownup. Assume that the executive session is running smoothly and that the discussion is in the best interest of the organization.
  • Don’t push the big baby on the board to tell you exactly what happened.  That means you’re a big baby too.


Time and again I hear that they become useless bitch sessions about staff and nothing actionable or productive comes from them.  Worse still, the CEO sits outside, assumes that it is a bitch session and wonders what nasty things are being said that he / she is not being given the opportunity to defend or address.
Used judiciously, executive sessions are an important tool in board governance.  Otherwise, ask yourself every time you open your mouth in an executive session:  “Why couldn’t I just say this when the CEO is here?  And shouldn’t she just hear this directly from me?”  If you don’t have a good answer to this question, then you’re just being a big baby.

21 thoughts on “What is an Executive Session? And Who Belongs at the Table?”

  1. This is an interesting conundrum, isn’t it? When the CEO is excluded from Executive Session it is important for him/her to trust the process, yet the process is best served through open and healthy communication. Great non-profits house outstanding people, and they are built through the strong leadership of solid CEO/board partnerships. Frequent and complete communication is a key support of mutual respect. More difficulties come about due to a lack of communication or miscommunication than any other cause. “FYI” is often all that is required: no surprises, in either direction, is the best operating principle. Executive Sessions are needed, but can be overused. Other than CEO evaluation and compensation, there should not be too many occasions where the CEO is excluded from Executive Session. If a board cannot discuss openly difficult questions before the CEO, even those involving the CEO’s decisions and leadership, then there exists some barrier to communication that needs to be addressed sooner rather than later, in open rather than behind closed doors, if the leadership of the non-profit is to continue to be effective and if the CEO is to feel supported by the board.

  2. Why should the CEO be excluded during the conversation about the audit? I’ve never heard that before. And I’m not sure I agree with the last one – the CEO has probably done more research on board functioning and behavior than any board member ever has (though I can see the flip side too – that the board needs to take responsibility for its own functioning.) But the audit? Why?

  3. We have a standing two-part executive session at the end of every board meeting. As the ED, I am present during the first part, then I leave and they have the second part without me. It is always on the agenda, therefore I never have any worries that they called an Executive session without me. I am usually still in the building, so I know that their session without me usually lasts less than 5 minutes. I love this format.

  4. I have a related question. I recently stepped in as Interim CEO of my organization. The Board has said that none of the staff, including me, can look at any of the minutes from any previous Board meetings. Is this normal practice? It seems odd to me that I don’t have access to what was discussed at Board meetings. Of course, I wouldn’t expect to see any notes from Executive Sessions. Thanks!

  5. I had this happen to me during a compensation meeting, except the person who complained about me was the board chair and I only heard about the complaint from an off-hand comment from another board member well after the meeting had ended. It had never been shared with me and I had no opportunity to respond. I should have quit then, of course. What finally pushed me over the edge was when she told me that my (totally unexpected) pregnancy was “terrible timing.” She’s still the board chair at that org, by the way.

  6. The annual audit? As the executive director, I consider it crucial to be in on those discussions and actually lead the meeting with the CPA presenting the audit report. Why should this be a closed executive session?

  7. Dear Readerfromaway. I think that you have developed a great model that works for you. It is when those exec sessions without you last 30-45 mins that boards need to evaluate the reason the CEO should be excluded. In my experience, they typically don’t have a very good rationale.

  8. So here’s the thinking. Fiscal stewardship is in many ways the #1 job of a board. As with a CEO evaluation, the audit is a key measurement of the success of the CEO in being a financial leader. The board needs an opportunity to hear from the auditor if there are any issues s/eh unearthed that are substantive and relevant to the job performance of the CEO.

  9. Minutes are a matter of public record of a 501c3. That is absolutely untrue. Should the board go into Executive Session, minutes are not taken. So not only would you not see notes from Exec Sessions, there should not be any!

  10. You absolutely should be through 98% of that presentation. And then as I mentioned below, the board should have even a few mins with the auditor to for the auditor to share anything relevant to the ED performance. Fiscal responsibility ultimately rests with the board and an outside expert gives the board a clear picture of your fiscal stewardship. Think of it as part of the performance review process.

  11. I wish that boards handled ED evaluations with greater authority respect and diplomacy. Exec sessions around performance review times are NOT times to vent. They are times to craft specific feedback for the ED that will enable her/him to progress. And please don’t get me started about how boards often deal with pregnant staff. I would not know where to begin.

  12. Today I found out that my board chair has scheduled an executive session without my knowledge. A member of the executive committee, in an offhand way, mentioned it to me this morning with the assumption that I would be there. When I asked my board chair about it, she stated that the executive committee decided, as a general rule, I would not be included in any meetings unless a particular item comes up for which I am needed. The issue with that statement is that clearly there are members of the executive committee who were not privy to that decision. What is particularly bothersome to me is that this meeting has been scheduled to finalize our organization’s proposed strategic plan, many aspects of which will fall to me to complete. I let my board chair know that I have grave concerns about this unilateral decision to exclude me from executive sessions. She has not responded. How do I handle this? I have one more year with this board chair. At this rate, it’s going to be a long 12 months.

  13. I’m enjoying the conversation. I have a question:
    If the CEO is an ex officio, non voting member of the board, what impact does that have upon his/her participation in executive sessions?

  14. If there is a performance issue with a volunteer at a non-profit and the Board has decided to support the Executive Director’s decision to suspend the volunteer and then the volunteer asks to meet with the Board- should that meeting be held in the public part of the meeting (at the request of the volunteer) or since it is a performance issue, should it be handled in Executive session

  15. I am a secretary and would like to know that they ask me to leave when the commisison goes into executive session, although several times I have been blamed for things that were not done, why? Becuse they discussed them in executive session and I was not there to know!?!?

  16. can a board of directors prevent/exclude another (one or more) of the elected board of directors from attending an “executive session”

  17. If a board member is no longer on the board, are there any implications if that board member speaks out about an executive session issue with anew board.

  18. Are you saying that only a meeting of the minds hold the discussion? That a secretary of the organization DOES not record any of the words said at the Executive Session and there is never a hard copy written of that session?

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