When Staff Raise a Red Flag

This blog examines what to do when staff bypass management and bring concerns about the CEO directly to the board. It explains how directors can respond calmly and responsibly by protecting culture, trust, and governance without slipping into operational overreach.

It happens more often than you might expect. A group of employees or volunteers are concerned about the CEO’s behaviour, leadership style, or decisions. They feel unheard, unsafe, or just frustrated. After trying to raise the issue internally with no acceptable response, they take an unusual step. They go directly to the board of directors.

And the board, caught off guard, isn’t sure what to do next.

It’s an uncomfortable moment, but also an important one in terms of board governance. The CEO is the board’s only employee, so how it responds in an ultra-sensitive situation like this can end up protecting the organization or seriously damaging it.

The situation is rarely clear-cut and it’s never one-sided. Most staff concerns don’t meet the formal definition of whistleblowing. Many relate to tone, behaviour, values, or judgment rather than misconduct or legal violations. That doesn’t make them unimportant. Leadership and culture issues, left unaddressed, can undermine performance, erode trust, and create reputational risk just as surely as formal breaches.

When these cases arise in charities, non-profits, and public-sector organizations, they often surface publicly. In private companies they’re usually kept quiet, but that doesn’t mean they don’t happen. Regardless of the setting, your fiduciary duty remains the same.

Why Staff Go to the Board

In an ideal world, concerns about the CEO would be addressed through performance evaluation, leadership development, and HR processes. Staff would feel safe raising issues, the board would gain insight into emerging patterns, and the CEO would be open to feedback.

But we don’t live in an ideal world and the organizations we serve are imperfect. When people (employees or volunteers) bypass internal channels, it’s rarely their first choice. By the time concerns reach the board, they believe they’ve exhausted what they see as all reasonable options. Or they may feel that speaking up internally would expose them to real risk.

The factors behind staff feeling that way might include:

• A leadership style that feels intimidating or dismissive.
• Repeated attempts to raise concerns that were ignored or minimized.
• HR processes perceived as ineffective or biased in favor of management.
• A culture that discourages candid feedback.

In some cases, fear of retaliation leads people to go directly to the board. In others, they come forward because they’re genuinely worried about harm to the organization’s mission, reputation, or people.

This doesn’t mean that staff are right, nor that the CEO is wrong. What it does signify is that the situation deserves thoughtful board-level oversight.

Paying Attention Without Overreaching

The board of directors is understandably cautious in a moment like this. Directors naturally worry about undermining the CEO and are reluctant to be drawn into operational matters. No board wants to become a complaint desk.

But ignoring staff concerns about the CEO isn’t a viable option. When leadership behaviour or culture threatens organizational health, performance, or credibility, the issue is a governance matter. Even if the concern ultimately proves unfounded, the board still has a responsibility to engage with it.

The board’s role is not to adjudicate every staff disagreement. It is to ensure that the CEO’s leadership supports the organization’s mission, values, strategy, and long-term health. When staff come directly to the board, it’s a sign that something in the leadership system isn’t working as intended.

Framing the Issue

Reacting in a kneejerk fashion won’t help the situation. Instead, the board should slow the conversation down and frame it properly.

Asking the right questions helps directors move from instinctive reactions to sound oversight. Directors should ask themselves:

• Does the concern appear isolated or is it part of a broader pattern?
• How did the information reach the board and what does that tell us?
• What might the potential organizational impact be?
• Should our CEO performance monitoring have surfaced the issue earlier?
• Do we have a clear process for handling concerns about our only employee?

The board should also consider who is the best person to lead the response. In most cases, that’s the board chair, but the choice deserves conscious consideration.

Above all, the board should focus less on the CEO’s style and more on impact such as turnover, morale, execution risk, cultural health, and reputation.

A Calm, Respectful Response

How the board responds matters as much as what it decides in the end. This is governance at its most human and delicate. The worst response is silence.

A good response is measured, respectful, and structured. Staff should feel their concerns have been heard, even if the board cannot share details.

Directors should avoid jumping to conclusions – either in defense of the CEO or in validation of the complaint – and should protect confidentiality without making promises they can’t keep.

Where formal policies apply – for example, in cases involving misconduct, harassment, discrimination, or financial irregularities – prescribed processes must be followed. Where concerns fall outside formal categories, they may still warrant careful inquiry, dialogue with the CEO, and, in some cases, independent support. Decisions and follow up should be documented. Fairness and proportionality matter, for everyone involved.

The Value of a Structured Process

Boards that lack a clear way to receive and assess concerns about the CEO are especially vulnerable. In that vacuum, issues escalate. Staff go outside the organization. What might have been manageable internally becomes a public governance crisis.

A basic structure makes these situations easier to handle. A robust process includes:

• A defined point of contact. Is it the board chair or perhaps a committee chair such as Governance or HR?
• A framework for evaluating the concern. Is it related to performance, culture, behaviour, communication, or alleged misconduct?
• A communication protocol. What will be communicated, to whom, and at what points in the process?
• A policy for escalation. When should HR or external counsel be involved? At what point should a third-party investigator be engaged?
• Documented procedures. What should be documented? How will the records be maintained to ensure security and confidentiality?

A board must act decisively in the face of evidence or risk failing in its governance duty. If concerns can’t be resolved through informal dialogue or ordinary performance processes, formal action such as one or more of the following may be needed:

• Engaging an independent investigator to review specific allegations.
• Implementing leadership coaching or structured behavioral expectations.
• Introducing monitoring or interim performance conditions.
• Taking decisive action if the CEO’s actions harm the organization or violate expectations. Termination should be a last resort but be prepared to make that decision if all else fails.

The Board Chair Sets the Tone

When emotions run high, the board chair plays a critical stabilizing role. The chair ensures fairness and keeps the board disciplined and aligned.

The chair’s key responsibilities in this situation include:

• Acting as the primary point of contact and acknowledging concerns.
• Maintaining neutrality. Avoiding assumptions about either staff or the CEO.
• Facilitating board discussion to ensure the issue is treated seriously and in a timely manner.
• Keeping the board aligned, preventing reactive or emotional responses, and discouraging side conversations.
• Communicating with the CEO in a way that’s both supportive and accountable, preserving trust and ensuring transparency.
• Bringing in external support if needed.
• Insisting on follow-through.

What To Avoid

Boards often mishandle these situations, unintentionally making the situation worse. Following are some pitfalls to avoid. None of these behaviors reflect sound governance.

• Ignoring or dismissing staff. Silence erodes trust. So does treating valid concerns as merely resistance to change without doing a proper assessment.
• Jumping to conclusions. Gather the facts before making any decision.
• Overprotecting the CEO. Don’t let loyalty or personal relationships override your fiduciary duty.
• Letting the situation drag on. A lack of timely response is unfair to everyone. Plus, delays can lead to an issue escalating or becoming public.
• Failing to document discussions. Poor documentation undermines transparency and future decision making.
• Becoming a pseudo-HR department. Remember – the issue is governance, not operations.

Advice for the Savvy Director

When staff raise a red flag, a savvy director tries to bring calm, curiosity, and balance to the situation. Resist speculation and avoid taking sides. You’ll make a valuable contribution by asking thoughtful, impact-focused questions, supporting a fair and transparent process, and keeping the organization’s long-term health squarely in view.

Keep in mind that good governance is most clearly revealed in moments of ambiguity and discomfort, not in times of calm. Part of your role in difficult moments is to maintain trust in governance. If your board is dealing with this kind of situation, remember that strong leadership is more needed than ever in the grey zone – when issues aren’t black and white.

Don’t Wait for a Red Flag

Well before problems arise, the most effective boards invest in systems that support trust, accountability, and voice. When staff understand how to raise concerns safely, and trust that those concerns will be taken seriously, escalation is far less likely.

With foundations like the following in place, concerns will rarely escalate into crises.

• Clear pathways for staff-to-board communication.
• A whistleblower system, and an understanding of what it does and doesn’t cover.
• Independent reporting mechanisms and non-retaliation policies for non-whistleblower concerns.
• Strengthened HR channels. Staff shouldn’t feel the board is their first or only option.
• A healthy board-CEO relationship including a strong CEO evaluation process.
• Periodic culture assessments. Culture is a governance and risk issue, not an HR problem.
• Governance training that prepares directors for moments like these.

Your takeaways:

• Staff concerns about the CEO are governance issues, not HR problems. The board must respond, not by stepping into operations but by ensuring CEO accountability.
• Staff usually approach the board when they feel internal channels are unsafe or ineffective. Their concerns often fall outside a whistleblower policy but still require a careful response.
• Clear processes for intake, assessment, and evaluation protect the organization. Decisive, fair, and well-documented actions demonstrate the board’s integrity and commitment.
• A strong board chair is essential to maintaining fairness, transparency, and unity.
• Avoid pitfalls such as ignoring concerns or taking sides. Don’t allow individual directors to act on their own.
• You can help by bringing calm, curiosity, and thoughtful judgment to a difficult moment.

Resources:

• When the Board ‘Hears Things’ About the Chief Executive. Boardworks. October 2025.
• No whistleblower protections for employee’s false allegations against employer. Saveria Poletto. Norton Rose Fulbright. December 2024.
• When the Board Chair Won’t Address an Executive Director’s Conflict Of Interest: What You Can Do. Nic Gagliardi. LinkedIn. November 2024.
• Addressing Executive Director Abuse and Toxicity: A Guide for Nonprofit Boards. Dr. Mark Smutny. Civic Reinventions, Inc. November 2024.
• Why Whistleblowers Matter. Scott Baldwin. The Savvy Director. April 2023.
• The Nonprofit Whisperer: “Board Bedevilments.” Nonprofit Quarterly. January 2020.
• Should Staff Contact With The Board Be Restricted? Jan Masaoka. Blue Avocado. July 2011.

Thank you.

Scott

Scott Baldwin is a certified corporate director (ICD.D) and co-founder of DirectorPrep.com – an online membership with practical tools and valuable insights designed for directors at every stage – from first appointment to seasoned board leader.

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