When the CEO Leaves: Why Emergency Succession Planning Can’t Wait

In the aftermath of a late-night phone call, a Board chair finds themselves flipping through their inbox, searching—not for a press statement—but for a document they were assured existed: the emergency CEO succession plan. Somewhere, it was said to name a few potential stand-ins. But now, at the moment it matters most, no one seems to know where it is. Or what it says. Or if it’s even current. 

This isn’t a dramatization. It’s a pattern. 

Despite the hard lessons of recent years—abrupt resignations, public meltdowns, health crises, and the increasing velocity of CEO exits—many boards remain dangerously underprepared for sudden leadership vacancies. In emergency succession planning, the domain of “what if” is still too often reduced to vague lists and misplaced memos. 

A 2024 survey by The Conference Board found that only 37% of companies report having a formal emergency succession plan in place for their CEO. This mirrors a broader disconnect in corporate governance: the illusion of readiness without the information and infrastructure to back it up. 

And yet, the need is more urgent than ever. 

A Surge in CEO Turnover, and Rising Stakeholder Pressure 

​Chief executive turnover reached unprecedented levels in 2024. According to Challenger, Gray & Christmas, a record 2,221 CEOs departed their roles during the year, surpassing the previous high of 1,914 in 2023. Industries such as healthcare, technology, and financial services experienced significant turnover, sectors where leadership continuity is vital not only for investor confidence but also for public trust and operational stability.​ 

Of these transitions, nearly half were unplanned, according to Spencer Stuart’s 2023 Board Index. And while some exits stem from strategic shifts or performance issues, many are the result of unforeseen events: health emergencies, personal crises, or scandal. For boards without an emergency protocol in place, such events turn into governance fire drills—expensive, distracting, and sometimes reputationally damaging. 

At the same time, stakeholders are becoming more vocal. Institutional investors like BlackRock and Vanguard have pressed boards to treat succession planning—not just long-term, but short-term—as a core part of fiduciary oversight. And in an era where the SEC increasingly views CEO succession as a “significant policy issue,” boards can no longer dismiss these plans as back-office exercises. 

What a Real Emergency Succession Plan Looks Like 

A credible emergency succession plan is not a shelf document. It is a living protocol that enables a board to act with precision within hours—not days—of a sudden vacancy. The best plans address two scenarios: a permanent change (due to resignation, illness, death, or termination) and a temporary one (such as a medical leave or crisis requiring weeks of absence). 

Here’s what modern boards are incorporating: 

• Role clarity for the board: Clearly delineated responsibilities assigned to specific committees, such as a Governance or Executive Committee, with defined decision-making protocols. For example, the Governance Committee might immediately assume responsibility for identifying and engaging interim CEO candidates, while the Executive Committee could manage day-to-day operational oversight. This clarity helps prevent the paralysis that arises when board members are uncertain about their roles during a leadership crisis. 

• Pre-designated interim CEO options: Identified in advance, vetted by the board, and accompanied by pre-negotiated compensation terms. For example, a well-prepared board might designate the Chief Operating Officer (COO), whose deep familiarity with day-to-day operations and established trust among internal and external stakeholders positions them as an ideal interim CEO candidate. Such pre-designation ensures that leadership continuity is seamless and market disruptions are minimized. 

• A forward-looking CEO profile: Updated regularly, this outlines the strategic, operational, financial, and leadership capabilities the organization needs in its next CEO. For instance, if a company is transitioning towards greater digital transformation, the profile might emphasize experience in technology integration, cybersecurity, and innovation management. Alternatively, an organization undergoing significant financial restructuring would prioritize candidates with strong financial acumen, proven turnaround expertise, and effective stakeholder communication skills. This tailored approach allows search processes to begin immediately, even if discreetly, ensuring alignment with the evolving needs of the business. 

• Pre-approved stakeholder communications: Including message templates for employees, investors, customers, regulators, and media. For example, an immediate internal message from the board chair could reassure employees about organizational stability and continuity. Simultaneously, prepared statements tailored for investors and media might emphasize the board’s proactive planning, leadership continuity, and commitment to transparent governance. Knowing what to say and who says it prevents mixed signals in moments of confusion and ensures stakeholders receive timely, clear, and consistent messaging. 

• Legal and regulatory protocols: From timely 8-K filings required by the SEC within four business days of a CEO departure, to compliance with banking covenants that may specify leadership continuity requirements, and approvals for ongoing capital projects or critical contracts, there are numerous governance and legal steps to navigate. For instance, failure to file an accurate 8-K promptly could trigger regulatory scrutiny, fines, or legal repercussions, while breaches of bank covenants due to sudden leadership changes could potentially lead to renegotiations or penalties. Clear and well-understood procedures ensure these responsibilities are managed efficiently, minimizing legal and financial risks. 

• A board-level timeline: A structured schedule detailing specific action steps from the immediate aftermath through the first 90 days of a CEO’s unexpected departure. For example, day one actions might include board notification, interim CEO appointment, and initial stakeholder communications. Within the first week, the board would convene to address regulatory filings, establish a search committee, and outline next steps. The timeline further delineates key milestones such as candidate identification by day 30, preliminary interviews by day 60, and final candidate selection and announcement by day 90. This detailed roadmap provides directors clarity, discipline, and focus throughout the transition process. 

Boards that put these components in place before a crisis hits are not only protecting their organizations—they’re preserving the board’s own credibility. 

From Check-the-Box to Strategic Imperative 

Too often, emergency succession planning is framed as a compliance exercise—a checkbox item reviewed once a year, just in case. But that mindset is dangerously outdated. 

Instead, boards should view emergency succession as part of a broader resilience strategy. Just as organizations have business continuity plans for cyberattacks, natural disasters, or supply chain shocks, they must have a leadership continuity plan that can absorb the sudden loss of a CEO without losing altitude. 

This shift isn’t just good practice. It’s good governance. 

In 2024, Walt Disney Company faced the challenge of emergency CEO succession when Bob Chapek was abruptly dismissed, prompting the board to reappoint former CEO Bob Iger. This unexpected leadership change underscored the importance of having a robust emergency succession plan. In response, Disney took decisive steps to strengthen its succession planning process.​ 

The board appointed James Gorman, then Executive Chairman of Morgan Stanley, to lead its succession planning committee. Gorman’s experience in overseeing CEO transitions at Morgan Stanley was instrumental in guiding Disney’s efforts.  Disney’s proactive approach involved regular discussions on succession planning at all board meetings, reflecting a commitment to transparency and preparedness. By establishing a dedicated committee and engaging in continuous evaluation, Disney aimed to ensure a seamless transition when Iger’s tenure concludes in 2026. ​ This case highlights the significance of having a well-defined emergency succession plan, enabling organizations to navigate unforeseen leadership changes effectively and maintain stakeholder confidence. 

A Call to Stewardship 

In today’s volatile environment, the question for boards isn’t if an emergency succession plan is needed, but how fast one can be activated. 

Done well, a plan instills confidence in the boardroom, markets, and workforce. It provides a roadmap in moments of chaos, transforms uncertainty into action, and sends a powerful signal: this board is ready. 

Because when the call comes—and it will—it’s too late to start planning.

By Aaron Sorensen, Ph.D.

This is a modified version of what was originally published in Directors & Boards, February 24, 2016