When the chief operating officer is hired before the CEO

Empty conference room setup with microphones, monitors, and sleek wooden tables ready for meetings.

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Most boards appoint a CEO first and then let that CEO decide whether to hire a COO at all. The reverse order is rare, and that rarity is exactly why it matters. When an ASX-listed company installs a chief operating officer before a permanent CEO is in place, the board is making a specific bet: that it knows what kind of operational fix the business needs before it knows who will lead it. That sequencing reveals more about the board's true priorities than almost any press release it will issue that quarter.

Why this sequencing happens at all

The most common trigger is an operational crisis that can't wait for a CEO search to resolve. A supply chain failure, a regulatory enforcement action, a technology breakdown in a core product: these are problems with deadlines attached. The board can't spend four months running a CEO process while the business bleeds cash or misses contractual obligations. So it finds an operator, someone who can stabilise the machinery, and keeps the CEO seat open.

A second trigger is a founder transition. When a founding CEO is stepping back but hasn't fully stepped down, the board sometimes appoints a COO to absorb the executive workload while the succession search proceeds at its own pace. The COO becomes, in practice, the person running the business. The founder retains the title and the external relationships. It's a split that can work cleanly for 12 months. After that it almost always produces friction. If you're watching a company where the founding CEO is still in the picture, a COO appointment ahead of a successor signals the board hasn't fully committed to a clean break.

The third trigger is an acqui-hire or integration. A company that has just completed a complex acquisition sometimes appoints a COO specifically to run the integration before a new CEO is identified. The COO's mandate is defined and finite: absorb the acquired entity, rationalise the combined operating model, and hand a cleaner organisation to whoever takes the top job.

What the board is actually communicating

Boards don't announce this calculation publicly. The press release usually frames the COO appointment as a "strengthening of the leadership team" or a response to "growth complexity." Neither phrase tells you anything. The real message is in the timing relative to the CEO vacancy.

If the COO is appointed within 30 days of a CEO departure, the board almost certainly had the hire ready before the CEO left. That pre-positioning suggests the board lost confidence in the departing CEO's operational judgment well before the exit was announced. The COO is a correction, not a complement.

If the COO appointment follows a period of acting CEO coverage that extended beyond 60 days, the board is admitting the CEO search is harder than it expected. The COO appointment buys time without admitting defeat. It also sets a subtle ceiling: any incoming CEO now inherits a COO who has been running the business and who has relationships the new CEO doesn't have yet. That dynamic complicates the transition in ways that don't get resolved quickly.

The reporting line question

In a normal structure, the COO reports to the CEO. When the COO is appointed before the CEO, that line runs temporarily to the board or to the acting CEO. The question of whether it changes when the permanent CEO arrives is never trivial.

A COO who spent six months reporting directly to the chair does not naturally slip into reporting to a new CEO without some friction. The chair relationship is already established. The trust is already built. The incoming CEO has to earn authority over an executive who, for months, was effectively a peer to the people now hiring that CEO. Boards that don't address this structure explicitly, in writing, before the new CEO starts, routinely create a two-power-centre problem inside their own organisation.

The cleanest version of this arrangement is when the board gives the COO a clearly bounded remit: operational stabilisation, not strategy. The moment the COO's mandate extends to capital allocation, external partnerships, or investor communications, the role has expanded past its stated scope. By the time the new CEO arrives, the COO has accumulated responsibilities the CEO was supposed to hold. Getting them back without a visible confrontation is nearly impossible.

What to watch for in the announcement

Three signals are worth tracking when a COO appointment precedes a CEO appointment.

  • The COO's background. A career operator with no strategy history suggests the board wants execution, not influence. A COO who has previously held a CEO title somewhere suggests the board may be auditioning them for the permanent role.
  • The CEO search timeline. If the announcement names a specific timeframe for the CEO search, the board has a plan. If it says the search "is underway," that usually means it hasn't seriously started.
  • The acting CEO's identity. If the acting CEO is the chair, the board has significant skin in the operational outcome. If the acting CEO is the CFO, watch for the dynamics covered in the broader pattern of what happens when the CFO runs the company on an interim basis.

The COO who becomes CEO

It happens. Not always, and not by default. But a COO appointed into a vacuum and left to run the business for more than 90 days builds a case for the permanent role simply by doing it. The board's search committee starts comparing external candidates to the person already in the building who knows the problems, knows the team, and hasn't made any visible mistakes yet. That comparison often favours the incumbent.

The risk is that a COO who is effectively an internal CEO candidate during the search has a conflict of interest in how they run the business. Decisions that would make sense operationally but make the company harder to hand over to an outsider may be made, consciously or not, with that audience in mind. Boards running a search alongside an acting COO need to be explicit about whether the COO is a candidate. Ambiguity on that point distorts behaviour across the leadership team, not just in the COO's office.

When the COO does get the permanent role, the transition skips the usual onboarding period but creates a different gap: the COO seat is now empty, and the new CEO has lost the operational buffer that was doing much of the stabilisation work. The search starts again, this time with a CEO who has been in the seat for less than a month and an organisation that has had two structural changes in rapid succession.

What it signals about the board

A board that sequences a COO appointment before a CEO appointment is a board making a concession. It's conceding that the business can't wait, that the CEO search is taking longer than planned, or that it doesn't fully trust an acting CEO to hold things together alone. None of those positions is embarrassing on its own. What creates the governance problem is when the board doesn't acknowledge the concession internally and doesn't build an explicit plan for restoring the normal power hierarchy once the CEO is in place.

The deputy CEO title sometimes appears in similar circumstances, carrying a comparable ambiguity. The structural logic is similar even if the label differs: a board inserting a buffer between its CEO vacancy and full operational exposure. The pattern of what that title signals on an ASX org chart follows a similar read.

Boards that handle this well set a clear end-date for the interim structure, commit it to paper, brief the COO on it directly, and hold to it. Boards that handle it poorly treat the COO appointment as a problem solved rather than a problem deferred. The new CEO, when they finally arrive, finds an organisation that has spent months organising around someone else's priorities. That's a harder starting position than the board usually admits.