An Open Letter to the current Board Members of JEA
From Billie Tucker, former consultant to the Board of JEA and Founder of EyeOnJacksonville.com
Date: May 29, 2018
Contact information: firstname.lastname@example.org
Copies sent to: Jacksonville City Council Members, Mayor Lenny Curry and Mr. Aaron Zahn, Interim JEA CEO
Let me introduce myself and why I feel I can speak to the ongoing saga of the JEA Board’s decision-making in regards to the hiring of Interim CEO, Mr. Aaron Zahn.
I was a consultant to the JEA Board during Mr. Jim Dickenson’s tenure as CEO. One of my responsibilities was to assist the Board and the CEO in developing Board Governance Policies for JEA since none existed at that time.
The Board and the CEO took this responsibility seriously and made sure every word was the exact word that was needed to communicate the message and set in place policies for holding the board, the CEO and the JEA team accountable to the citizens of Jacksonville. And indeed, the citizens of Jacksonville are the owners of JEA and all policies were written with them in mind.
It was satisfying and hard work. The Board and CEO at that time did a wonderful job of creating these important policies. I have attached the work we accomplished herewith.
After watching the public back and forth comments between JEA Board Chairman Alan Howard and City Council President Anna Brosche, I had to write this letter. It all began when Ms. Brosche asked the JEA Board why they chose Mr. Aaron Zahn as Interim CEO when Mr. Paul McElroy suddenly resigned as JEA’s CEO. Mr. Howard responded to her questions at Jacksonville.com with this statement:
“He said the selection process did not have formal applications for Zahn and Dykes to submit, and JEA does not have a “documented CEO selection process.””
Here is why Mr. Howard’s statement was surprising to read and was the catalyst for this letter.
We set policies in place to specifically address an incident like this – a sudden departure of the CEO — and can be found in Section 2.5 of the governance policies. I’ve copied it below:
2.5 The CEO shall not allow the workforce to be unprepared to meet current or future business demands.
Accordingly, the CEO will not
2.5.1 Permit there to be fewer than two other executives sufficiently familiar with Board and CEO issues and processes to enable either to take over with reasonable proficiency as an interim successor to protect the Board from sudden loss of CEO services.
2.5.2 Fail to prepare for long term CEO succession.
2.5.3 Fail to prepare for Executive Team succession.
2.5.4 Operate without strategic and tactical plans to have and maintain the right people, in the right place, with the right talent, skills and knowledge.
2.5.5 Fail to develop a workforce that recognizes the value of cultural diversity in internal operations and in serving customers.
Based on policy 2.5 noted above and the Board’s decision to bypass this policy, I have two questions:
- It appears there were two quality executives who could have handled the day-to-day operations of JEA while the Board searched for a new CEO. What was the compelling reason to pass over these two individuals for a former Board member who doesn’t know the inner workings of the agency and will have to be brought up to speed by those he will lead?
- Why would Ms. Dykes be given a raise after being passed over for the job if she was unqualified to become the interim CEO? She is now making more money than the interim CEO and in the world of business – that doesn’t make good common sense. Usually the highest paid person would be the leader of the organization. This was a strange development and we would love to understand the rationale for this huge additional salary of an Interim CEO and a large raise for Ms. Dykes. Was this extra cost really necessary?
I now have a few questions as to the delegated authority of the CEO, per Section 3.2 copied below. Delegated authority means who the CEO will report to and who the others on his executive team will be reporting to. This section is necessary to clear up lines of authority and eliminates confusion in the organization.
3.2 The CEO is the Board’s only link to operational achievement and conduct, so that all authority and accountability of staff, as far as the Board is concerned, is considered the authority and accountability of the CEO.
3.2.1 The Board as a body and individual board members will never give instructions to persons who report directly or indirectly to the CEO.
3.2.2 The Board will not evaluate, either formally or informally, any staff other than the CEO. However, the CEO will discuss his evaluation with the Board of the executives identified as potential interim CEO successors (refer to 2.5.1)
3.2.3 The Board will view CEO performance as identical to organizational performance so that organizational accomplishment of Board-stated Ends and avoidance of Board-described means will be viewed as successful CEO performance.
With the understanding the JEA Board is accountable to the public and to bring clarity and a sense of calm to those you serve, we would like to understand the following regarding the hierarchy at JEA under the new Interim CEO:
- How has the Board set up the organization under Mr. Zahn’s interim leadership? Will you adhere to policy 3.2 or are you making changes to it?
- What is the chain of authority for decision making and is it clear to the employees at JEA?
- Will Melissa Dykes answer to the Board or the Interim CEO?
- Do other JEA executives answer to Ms. Dykes or to the Interim CEO?
Normally when an interim CEO is chosen, it is done to keep the organization running smoothly while the Board interviews and selects the new CEO. The smoothest of all transitions is noted in 2.5 above because the executives are more knowledgeable about the inner workings and they have been groomed to take over on an interim basis if necessary. That is why this policy was written into the document. Keeping everyone calm during a sudden leadership crisis was the key element in formulating this policy.
And my final questions are these:
- When you became a Board Member, were you given training on the Board’s Governance Policies?
- If you were, why is the Board not adhering to them?
- If you were not trained, why not?
If you are unaware of the code of conduct as a Board Member, please refer to Section 4.6. It’s a great tool to use and keeps everyone on the same page while holding all Board members accountable to the same policies. You can find the entire Policy Governance Manual attached.
The members of the board are all astute business people and as you know, there is nothing more aggravating than to pay for good work and then put it in a drawer and not use it. It’s a waste of money, time and resources. In looking back over the hard work done by the former JEA Board, is that what happened to those policies? If so, we encourage you to dust them off and enjoy the hard work of the former Board members and former CEO – all of who were astute business people too.
They did great work preparing these policies. It would be most beneficial to this board to review them and adhere to them. It keeps all actions transparent and above board and keeps the community calm during chaotic times of change in an organization.
I will end with this from Section 1 of the Governance Policies:
JEA exists to provide clean, safe, reliable, and reasonably priced electric, water and sewer services to the citizens of Jacksonville and portions of surrounding counties while remaining environmentally sound and financially strong while providing revenue for the City of Jacksonville.
JEA is a unique concept as an Independent Agency. It’s well run and employs wonderful people from the customer service reps to the highly educated nuclear engineers. You have been gifted an extraordinary opportunity to serve them well and we wish you much success…
… because your success is the public’s success.
We are hopeful to hear the responses to our questions from you within the next ten days and Eye on Jacksonville will be happy to print your answers and share them with our followers.