In this episode of On Boards, hosts Joe Ayoub and Raza Shaikh welcome Jon Weber, founder of the Jon F. Weber advisory firm and an experienced board leader in operationally intensive, post-restructured companies. Jon has served on over 50 boards.

Drawing on more than 20 years of experience at institutional investors, including Icahn Enterprises, Goldman Sachs, and Elliott Investment Management, Jon shares what distinguishes a board that genuinely drives change.

The conversation explores how boards are rebuilt following restructurings, why these roles demand significantly more engagement than traditional boards, and how disciplined board composition, leadership, and governance practices can unlock value.

Jon also discusses lessons learned from distressed situations, the importance of strong board chairs, and why many boards fall short of their potential.

Additional Resources

For Jon's articles, podcasts, and webinars on governance and other restructuring-related topics, see https://jonfweber.com/thought-leadership.

Key takeaways

• Early beginnings with operationally intensive investments

  • Throughout his career, Jon had worked for institutional investors who invest in undervalued troubled companies — companies facing challenges relating to talent, strategy, technology, or operational issues.
  • Over the years, Jon has become experienced in overseeing businesses that need very actively engaged boards.

  • Post-restructured boards

  • When a company is restructured, it has new stakeholders, owners, and boards of directors.

  • These boards must be built from scratch, with clear governance structures, committee charters, onboarding processes, and an expectation of deep engagement.
  • Jon characterizes these boards as at least "50% more difficult" than traditional boards. Members of post-restructured boards must be willing to accept the challenge to be deeply involved and do the work necessary to make an impact.

  • Board composition should start with a scorecard

  • Jon likens effective board building to acting as a "casting director." To effectively create a post-restructured board, one has to study the business, learn the industry and its history, and have a clear, deep understanding of the company.

  • Before candidate interviews, a scorecard with explicit criteria and consensus on what will lead to a high performing board is created to assure that recruiting priorities are clear.

  • Strong board leadership is necessary

  • • The board chair must have board experience and preferably board leadership experience.
    • The chair must actively manage the board, set expectations for preparation and behavior, facilitate constructive dialogue, and provide regular, direct feedback to the CEO. Without this strong leadership, these boards tend to drift or defer to management.

  • Focus forward, not backward

  • • Jon emphasizes that effective boards minimize time spent rehashing historical results and instead prioritize decision-making, problem-solving, and future-oriented discussions.
    • Preparation before meetings, including sharing questions in advance, enables board time to be used for meaningful conversation rather than passive presentation.

Quotes

• "Because it's a new board, it's not tethered to the legacy of the past."
• "We're not looking for clones of ourselves or people that bring a mirror image of our own beliefs, but rather constructive disagreement at times around particular knowledge of the business."
• " Investors are human, too, they have biases…the bias that investors have is they prefer candidates who tend to agree with their investment thesis and who have a frame of reference that is consistent with theirs."
• "A board that doesn't have a leader ends up being led by management—and that's not good governance."

Links

www.jonfweber.com

Guest Bio

Jon leads an advisory firm that serves investors in operationally intensive investments. Previously, he created and led operating partner groups for over 20 years at institutional investors, including Goldman Sachs, Icahn Enterprises, and Elliott Investment Management. He has impacted dozens of portfolio companies across a broad range of industries through operational engagement, talent management, and effective oversight, in partnership with management, driving change as a board member, senior executive, and board-level advisor in the Americas and Europe.

His roles have included President of Icahn Enterprises, L.P. (NYSE-IEP), CEO of Philip Services Corporation, WestPoint Home, and Viskase, and board member of Aligned Energy, American Railcar Industries, Crescent Communities, Martinrea Honsel, National Energy Group, PLH Group, Promises Behavioral Health, WIND Hellas, Windstream, Xenith Bankshares, and XO Communications.

Earlier in his career, Mr. Weber was an investment banker at Morgan Stanley and JPMorgan and a corporate lawyer at Weil. He is a Life Member of the Council on Foreign Relations. Jon earned a J.D., cum laude, from Harvard Law School, and B.S. and M.B.A., magna cum laude from Babson College