For shareholders, family boards and funds

An operator next to the CEO you appointed.

Sparring for the chief executive you just put in place, a second opinion in writing on a company you own, or a seat at the table – from someone running a business of this size now, rather than someone who used to.

Owners and investors hire me for one situation above all: they have just put a CEO in place – a successor, a first-time chief executive, a manager who bought in – and that person now has nobody inside the company to think out loud with. A board sees them six times a year. A coach has never run a P&L. A fellow CEO in the same chair, this week, is the thing that is missing.

I can be that because I am running a €25 million business while I do it, which is also why I decline anything adjacent to SOD.DEL before you name the company. The shareholder pays; the CEO owns the agenda; I report nothing back except that the sessions took place. There is no success fee and no equity. Benelux and northern France in person, remotely anywhere.

  • Sparring€2,000 a month – the same engagement the CEOs buy for themselves
  • TermThree-month minimum, then month by month; the CEO can end it, so can you
  • Second opinion€9,500 fixed · two to three weeks · a written 10–15 page memo and a readout
  • Board seatFee on request · annual mandate · four to six meetings a year
  • WhereBenelux and northern France in person · remote anywhere
  • CapacityThree to four sparring clients at a time, alongside a full-time CEO role
  • ConflictsDeclined in writing before you name the company, wherever it touches SOD.DEL's markets
 Three ways in

Next to the CEO, on one question, or at the table.

The same person across all three, which is the part a board cannot buy from a firm: whoever spars with the CEO on Tuesday knows what the memo to the shareholders should actually say.

Most common€2,000a month · three-month minimum

Sparring for a newly appointed CEO

Two sessions a month and a phone that answers in between, for the first eighteen months in the chair – when the decisions are largest and the people to discuss them with are fewest.

  • The CEO sets the agenda; you fund it
  • A written page after every session, for the CEO
  • Nothing reported back except that the sessions took place
Sparring
Most common€9,500fixed · two to three weeks

A second opinion, in writing

One scoped question on a company you own or are about to: its cost base, its pricing, an organisation that stopped fitting, a stock position, or what the business will do under new ownership.

  • 10–15 page memo with a named view
  • Site visit and management meetings
  • Readout to the board or the investment committee included
Screening
Most commonOn requestannual mandate

Advisory board seat

One member who runs a business of this size now, four to six times a year, with papers commented before the meeting and a note to the shareholders once a year.

  • Named seat, never delegated
  • Cleared with my own board first
  • Anything touching SOD.DEL's markets declined in writing
Advisory board
 What I actually look at

The things that are true on the floor.

  • Whether the management team is a team or one capable person with five direct reports who have never decided anything.
  • Where margin actually comes from – by customer, by article and by month, not by the segment split in the board pack.
  • Which customer relationships live in a person's head rather than in a contract, and what that person's notice period is.
  • What the CEO is not saying to the board – usually the one decision they know is right and are afraid of the owner's reaction to.
  • Whether the stock is working or sitting, and how much of the cash the balance sheet says you have is actually in the warehouse.
  • What the next eighteen months will cost in management attention, not just in cash – before you commit to the plan, not after.
 How an engagement runs
Before anything

Conflict check, in writing

I name SOD.DEL's sectors, geographies and major counterparties before you tell me which company it is. If it touches them, I decline in writing and that is the end of it.

Week 1

The owner, then the CEO

Thirty minutes with you on what the appointment is meant to achieve, then thirty with the CEO – who has to choose this, not have it chosen for them. If the chemistry is wrong, I say so.

Monthly

Sessions, and silence towards you

Two sessions a month with the CEO, a written page after each, and nothing to you except a confirmation that they happened. That silence is what makes the sessions worth paying for.

Month 3 · then yearly

Continue or stop

The minimum term ends by default; continuing is a decision the CEO and you take separately. A board seat renews the same way: deliberately, or not at all.

 The uncomfortable part

The conflict policy, stated up front.

I run a company in this market. That is the reason to hire me and it is also the reason there are companies I cannot work with. SOD.DEL distributes in Belgium; anything in or adjacent to that – including a company that would become one of its customers, suppliers or competitors – is declined before you name it.

Nothing is subcontracted. No team, no offshore analyst, no third-party tool holding your material. Mutual NDA before anything substantive, and material is destroyed at the end of the engagement.

No success fee, no equity, no percentage of anything, and no day rate. A fixed fee is the only instrument here, because an opinion that pays more when the decision goes one way is worth what every other opinion in the room is worth.

Why would a shareholder pay for the CEO's sparring partner?

Because the most expensive eighteen months in a company's life are usually a new CEO's first eighteen, and the board sees that person six times a year. A sparring partner who runs a business of the same size today shortens the learning curve on the decisions that cannot wait for the next board meeting – a key hire, a price move, a confrontation with a legacy manager. It costs €2,000 a month, it ends when either side says so after month three, and the CEO keeps every word of it.

What do you report back to us?

That the sessions took place. Nothing else – not the topics, not the CEO's doubts, not my view of their performance. If you need an assessment of the CEO, that is a different engagement with a different person, and I will say so. The sparring only works if the CEO brings the real problems, and they only do that if the room is theirs.

Can you give us a second opinion on a company we own, or want to buy?

Yes, as a €9,500 Screening over two to three weeks: one scoped question, a written 10–15 page memo with a named view, site visit and management meetings, and a readout to your board or investment committee. Before a deal it asks whether the business will behave the way the model says once you own it; after one, it usually looks at the cost base, the pricing or the organisation. Same fee, whoever is asking, and no day rate for anyone to argue about.

How is this different from a consultancy or a coach?

A consultancy sends people who have studied businesses like this one. A coach asks questions and has never run a P&L. I run one. When I tell your CEO that a depot will lose two of its four shift leaders within a year of a reporting-line change, it is because I watched it happen in my own company. The trade-off is honest: I am one person, I take three to four sparring clients at a time, and there is no team behind me to scale into a workstream.

How do you handle conflicts with your own company?

In writing and before you name the company. I state SOD.DEL's sectors and geographies at the outset, and I decline anything that touches them – including companies that would become customers, suppliers or competitors. That exclusion narrows what I can look at, and it is the reason the rest of what I say is worth anything.

Would you take a portfolio company board seat?

Yes, a small number, under an annual mandate: four to six meetings a year, papers commented in writing before each one, and a stated position on every decision item. Two conditions. It is cleared with my own board first, because I hold an executive seat and a non-executive mandate alongside it is their decision as much as mine. And anything touching SOD.DEL's markets is declined in writing before you name the company. Remuneration is agreed per seat rather than published. If the company needs a full non-executive director rather than an operator around the table four times a year, I will say so and introduce someone.

Ruben Claessens
Ruben ClaessensCEO of SOD.DEL · INSEAD Global Executive MBA · Brussels

Thirty minutes, before the appointment is announced.

Tell me the company and the situation the CEO is walking into. I will tell you within the call whether I can be useful, and whether a conflict rules me out – which is faster than finding out after the introduction.