The most successful A/E/C firm leaders know sound strategic guidance + effective governance drive sustained growth. A well-formed triad of engaged leadership, a board of directors (BOD), and an advisory board (board of advisors – BOA) provides balanced oversight, diverse perspectives, and agile action-oriented decisions.

Roles + responsibilities

Firm leadership team

These folks are in charge of the day-to-day execution of the firm’s mission. Every firm should have a mission.

Schaefer | “we deliver smart structures every day.”

Google | “to organize the world’s information and make it universally accessible and useful.”

Board of directors (BOD)

A fiduciary board is people/organization that act on behalf of others. A board of directors (BOD) is a fiduciary body charged with acting on behalf of owners. There are legal + ethical standards associated with that – this group has to act in the best interest of others. A BOD is going to do that by overseeing, questioning, reviewing + offering thoughts for the leadership team’s consideration.

A mantra for BOD should be “noses in, fingers out.”¹  Essentially, it’s the BOD’s responsibility to have their noses in the firm’s business, but remain hands-off.

Board of advisors (BOA)

Advisor is the key word here. Advisory, meaning there is no governing authority associated with the advisory board.

A BOA is a group of people who meet with the firm’s top decision maker. (Depending on how a firm is structured, the BOA may also meet with others. We’ll discuss that more below.) The purpose of this group is to provide external + fresh perspectives.

Advisors can serve as mentors to the CEO, are in the best position to challenge the CEO and can fill in knowledge gaps.

Key differences between BOD + BOA

You need to verify all of this information with your own state; Schaefer is headquartered in Ohio so this is based on our state. I’m also not a lawyer, so it’s always good to connect with your legal representation as you’re moving through the process of setting up boards.

Pro tip | know your state law + corporate docs.

Moving on to best practices…

BOA + BOD best practices

Define the purpose + mission of the boards

One of the best ways to do that is to have a charter and provide board orientation.

BOA best practices

Be flexible with your advisory board

Membership is the most critical component to the board.

• Think strategically about what type of expertise you’d like on the board. Getting a board member up to speed could take over a year – you’ll want to onboard individuals who you see as a good fit for some years to come.
• However, transition advisors as you need different expertise – their expertise should complement your firm’s longer term initiatives +/or opportunities for growth.
• Make it a part of the deal that they’re willing to meet with other leaders within your firm, not just the CEO – there are plenty of opportunities to benefit more than just your top leader, but your entire leadership team.
• One non-negotiable – trust. You’ll need to be completely transparent with them and them with you; if that can’t happen, move on.

Be diligent about meeting prep

Other than who you actually put on the board, I believe meeting prep is key to having a productive + successful board. A good board meeting starts a long, long time before the Outlook meeting reminder dings. Like with anything else, attendees who are not prepared cannot contribute successfully.

Pro tip | everybody wins with great board packets.

Even for you as a leader. There is tremendous value in putting together a great board packet. It helps you think through + have a better understanding of what’s going on in the firm.

The win could be to make a decision. That win could be to identify two alternatives to the one shared, and to deliberate the pros + cons of all three options.

Letting your board know where the conversation is going will put you in the best position for success.

BOD best practices

Your first goal is to seat a qualified board. Don’t assume that your best engineer/architect/project manager will be the best board member. Work out a skills matrix to balance the attributes necessary for your board. Competencies/attributes like strategic thinking, financial acumen, values alignment, commitment, technology fluency, communication + acquisition experience may make sense to include in your matrix. This is a big deal, but… pro tip: don’t over engineer this – it should be a simple matrix.

Extra pro tip | leverage HR.

They’re really good at evaluating personality strengths + dynamics. As you get closer to selecting the board, look at overall dynamics + communication styles. It’s important to balance skills AND it’s also important to build a board that can work well together.

Internal vs. external BOD members

There are arguments for both. Some will say not to give up control of your firm to external parties unless you absolutely have to, and others value the external perspective. Pragmatically, I’d recommend for firms with fewer than 300 team members to stay internal. It’s hard to teach someone your business. There’s considerable time + cost (not just for your time, but BOD compensation + insurance expenses) involved in bringing on external BOD members.

Board diversity

Research shows that diverse group will consider things more broadly, have better discussions + make better decisions. Diversity attributes are numerous: age, gender, job description, experience with the company, etc. It’s impossible to hit them all so start with getting a qualified board in place and then find every opportunity you can to add diversity. Hopefully this includes significant influence from outside of your leadership team.

Pro tip | internal board service is great for staff development.

There are several ways to do it. At Schaefer, we have a member-at-large who is a not a full-fledged board member, but participates in every meeting + every conversation. The member-at-large is appointed by our leadership team; it’s an opportunity for them to grow, and for us to see them doing something outside of their normal role. Again, it’s a win-win.

The goal of an active board of directors + board of advisors is to help make the firm better + more effective. Bottom line – with good corporate governance, everybody wins + the firm thrives.

This blog post is a portion of Greg Riley’s Lean on Your Influence Triad: How Leadership, a BOD, and an Advisory Board Maximize AEC Firm Performance presentation at PSMJ’s AEC THRIVE in October 2025.

^{1 *The Private Company Board of Directors Book, 2nd Edition: The Essential Facts You Need to Know to be a Director or to Form and Run a Board of Directors by Elizabeth Hammack}