Independent directors give AEC boards the objectivity, capacity, and perspective insiders can’t provide.
Most AEC firms are standing at an inflection point, whether they realize it or not. The industry has never been more complex. Strategic decisions now go far beyond backlog and billability – they’re about capital structures, digitization, ownership models, and long-term continuity. And yet, too many boards still behave like it’s the late ‘90s: informal, homogeneous, inward-looking, and packed with firm insiders.
That’s not governance. That’s nodding.
When a board lacks independent perspective, it stalls decision-making and value creation. Whether the conversation is about ownership transition, M&A, or big-picture strategy, a closed-circle board leaves firms flat-footed – slow to adapt, hesitant to act, and unsure if leadership is being challenged or just supported. In today’s environment, speed and clarity matter. As one seasoned director once said to me, “Comfort kills curiosity, and a board that’s too comfortable will miss the very risks that could sink the firm.”
Independence isn’t optics – it’s capacity.
Governance isn’t a checkbox, and bringing in an outside board member shouldn’t be ceremonial. Too often, firms appoint a familiar name or industry buddy and call it good. Real independence isn’t about optics – it’s about capacity. It’s about finding someone who’s financially and emotionally untangled from the firm, with the perspective and backbone to ask tough questions while maintaining trust.
The value of independence lies in distance. Independent directors see around corners insiders can’t. They’ve lived through other ownership models, capital strategies, and growth cycles. They’ve sat in boardrooms where accountability wasn’t optional and governance wasn’t confused with operations. They listen without dominating and guide without overstepping. Their presence forces a board to elevate its thinking, consider risk in new ways, and confront decisions that might otherwise be deferred.
Consider this: firms that have embraced independent governance often see an immediate impact on strategic agility. M&A opportunities are evaluated with sharper objectivity. Leadership teams get clearer feedback. And culture improves when employees sense that the firm is being guided by decisions rooted in the best interest of the enterprise – not just the preferences of a few senior insiders.
The real risk: Governance complacency.
Most importantly, independent directors understand their role: to govern, not to manage. Great boards sharpen leadership through clarity, foresight, and alignment – not by rubber-stamping or micromanaging. Internal boards can function, but they rarely evolve. Boards improve not by reinforcing comfort, but by applying structured, thoughtful pressure.
This isn’t just a “big firm” problem. Governance gaps are often sharper in smaller or founder-led firms where decision-making is centralized, roles are fuzzy, and informal practices linger long past their expiration date. If your employee-owned firm’s board is just senior managers, it’s time to rethink. If you’re facing a founder transition without board succession, you’re solving half the problem. If you’re courting investors or considering recapitalization and your board looks more like a loyalty circle than a strategic asset, ask yourself how that plays to the outside world.
The longer firms rely on insider-only boards, the more blind spots compound. Over time, it breeds strategic fragility – a dangerous mix of overconfidence and underexposure. Even if the firm appears stable, a lack of independent insight will show up in missed opportunities, slow pivots, or value erosion during ownership transition.
Build the board your firm deserves.
Even for firms not in transition, the need for sharper governance is real. When strategy is shaped by the same few voices – without structure, documentation, or accountability – the organization becomes fragile. Efficiency turns to opacity. Growth creates complexity, and complexity demands intentional governance.
AEC firms are filled with brilliant problem-solvers for clients but often rely on legacy relationships to steer their own futures. That disconnect costs them – strategically, financially, and culturally. True governance isn’t bureaucracy. It’s alignment. It strengthens decision-making, clarifies roles, protects institutional memory, and makes leadership sharper, not slower.
The question isn’t whether you have a board – it’s whether you have the right board. A board that asks better questions. A board that sees the firm as it is and as it needs to become. A board that makes leaders sharper, not just more comfortable.
If your firm wants to grow, transition, or endure, stop winging governance. Build it with intention and give your leadership the perspective it deserves. As Warren Buffett famously said, “Risk comes from not knowing what the hell you’re doing.” An independent board makes sure your firm never leads from that position.
Strong governance isn’t just about filling seats – it’s about ensuring your board has the independence, perspective, and capacity to guide your firm through growth, transition, and complexity. Zweig Group’s Board Search Advisory services help AEC firms build boards that ask sharper questions, see around corners, and elevate leadership outcomes. If your firm is ready to move beyond governance as formality and toward governance as strategy, we can help. Learn more about Zweig Group’s Board Search Advisory services here.
Jeremy Clarke is COO and managing director of Talent consulting at Zweig Group. Contact him at jclarke@zweiggroup.com.
