Governance

The firm is held to the same standard it installs.

Compass counsels executive teams on decision rights, cadence and accountability. The board that counsels Compass is documented to the same level: charter first, then the seats.

This page answers one question: How is the firm itself held to account?

The charter

How Compass is held accountable.

Compass applies the same disciplines internally that it expects clients to install: explicit governance, decision rights, evidence standards, confidentiality, periodic architecture review, and independent advisory counsel.

An advisory board is being constituted under the published charter: it counsels, and it does not direct, control, or bear fiduciary duty for Compass Performance, Inc. The charter is published before any seat is announced.

Mandate

Counsel the founder on the architecture, positioning and economics of the firm.
Pressure-test the Compass Enterprise Architecture against how enterprises actually operate.
Hold Compass to evidence: does the work produce measurable, durable client performance?
Open doors deliberately — introductions the firm has earned, never volume referral.
Assess founder and firm succession readiness on a standing basis.

Limits of authority

No fiduciary duty, no board seat in the corporate sense, no voting control.
No authority to bind Compass to any commitment, contract or obligation.
No role in client engagement delivery, pricing decisions or personnel decisions.
No access to individually identifiable client assessment data — ever.

The seat specification

Competence is specified before any name is discussed.

Founding Chair · Steve Kopecky — Founder — Compass Performance, Inc.

Seat specifications — 4 competences definedNominations welcome

Enterprise Systems
ERP, CRM, BI as enablers of a management system
Has owned a full enterprise system implementation inside an operating company — including the governance, data discipline and adoption work that determines whether it produced anything.
Private Equity Operating Partner
Value creation and portfolio operating discipline
Has installed operating cadence and performance management across multiple portfolio companies, and can pressure-test whether Compass work survives a diligence room.
Human Capital
Talent architecture, succession, organization design
A sitting or former CHRO who has built leadership pipeline and succession depth at scale, not run programs.
Capital Markets
Finance, capital structure, board reporting discipline
A CFO or capital-markets operator who holds the firm to measurable economics and board-grade reporting.

Know an operator who belongs in one of these seats — or believe you do? The seat is specified before any name is discussed.

Nominate an advisor

The governance

Cadence & conductQuarterly, two hours, materials five days ahead

Regular meetings: Quarterly, two hours, virtual (one meeting per year in person).
Annual session: One half-day strategy session, in person where practical.
Materials: Distributed five business days ahead. No material, no agenda item.
Quorum: A majority of seated advisors.
Standing agenda: Firm scorecard | one architecture question | one client-evidence review | succession | open counsel.
Minutes: Recorded by the chair, circulated within five business days, retained by the firm.
Between meetings: Advisors are reachable for one short consultation per quarter at the chair's request.

SelectionSix steps, seat specified before any name

01 — Specify the seat
The chair writes the competence required and what a qualified advisor looks like, before any name is discussed.
02 — Nominate
Names are proposed by the chair, a seated advisor, or a client principal. Self-nomination is accepted and treated the same way.
03 — Screen for conflict
Written disclosure of competing engagements, coaching or consulting practices, and any client overlap. Disclosed conflicts are managed, undisclosed conflicts are disqualifying.
04 — Conversation and references
Two conversations with the chair and two references from people who have been in the room when the candidate was under pressure.
05 — Contribution test
One question: what will this advisor make Compass better at that it is not good at today? If the answer is 'general wisdom', the seat stays unfilled.
06 — Invitation and agreement
Written invitation naming the seat and the term, countersigned advisor agreement, then announcement.

Term & remunerationTwo-year terms, staggered; honorarium or retainer, no equity

Term

Board size: Five to seven seats, including the chair. Held deliberately small.
Term length: Two years.
Renewal: Renewable once by mutual agreement — four years maximum.
Staggering: Terms are staggered so no more than half the board turns over in one year.
Annual review: The chair reviews contribution and fit with each advisor annually.
Resignation: At will, by written notice, by either the advisor or the firm.
Emeritus: Advisors completing a full term may be named Advisor Emeritus, with confidentiality obligations continuing.

Remuneration

Structure: Honorarium per attended meeting, or an annual retainer — chosen per advisor at appointment.
Per-meeting honorarium: $1,000 per quarterly meeting; $2,000 for the annual strategy session.
Annual retainer option: $8,000 per year, paid quarterly, covering all meetings and quarterly consultations.
Expenses: Reasonable travel and lodging for in-person sessions, reimbursed against receipts.
Equity: Not offered. Cash keeps an advisor's own practice cleanly separate from the firm's ownership.
Additional work: Any paid engagement beyond the advisory role is a separate written agreement at the advisor's standard rate.

Confidentiality & restraintWhat protects the operating system when advisors are coaches and consultants

A blanket non-compete is the wrong instrument here: it is unenforceable in a growing number of states, and it would cost Compass the very advisors worth having. The protection is confidentiality, non-solicitation and no-use of Compass IP — with a narrow, field-limited restraint only where an advisor sees genuinely sensitive material.

Confidentiality
Perpetual as to the Compass Enterprise Architecture™, methodology, instruments, client identities, and any material shown to the board. Survives the term without limit.
Non-solicitation
Twenty-four months following the term: no solicitation of any Compass client or disclosed prospect for services competitive with the engagement, and no solicitation of Compass personnel or contractors.
No-use and IP
Compass frameworks, instruments and language may not be taught, licensed, repackaged or used in the advisor's own practice. Anything derived from Compass IP during the term belongs to Compass.
Field-limited restraint
Where an advisor is given genuinely sensitive material: twelve months, limited to enterprise operating architecture and operating-system design for mid-market organizations, in the defined territory only. Not a general non-compete on the advisor's coaching or consulting practice.
Standing conflict disclosure
Continuing duty to declare competing engagements as they arise, plus recusal from any board matter where the advisor is conflicted.

The instruments

Four governance sheets, on Compass letterhead, drafted for counsel review.

These are drafts, not executed instruments. Have counsel confirm the restrictive covenants against the governing state’s law before anyone signs.

Board of Advisors Charter
Mandate, limits of authority, composition, cadence and seat specification.
Advisor Selection Process
The six steps from seat specification to countersigned invitation.
Term & Remuneration Policy
Two-year terms, staggering, honorarium and retainer options, why not equity.
Advisor Agreement (draft)
Confidentiality, non-solicitation, no-use/IP, field-limited restraint, conflict disclosure.

The board's instrument

Quarterly board meeting — agenda and minutes

Less a traditional corporate board meeting than an enterprise value, strategy, risk and scalability review. Fifteen agenda items, a twelve-measure board scorecard, the strategic review organized by FOUNDATION, SIMPLIFY, LEAD and GROW, and a standing enterprise value and transferability page. Fillable, then printed on letterhead as the agenda before the meeting and the minutes after it.

The standing question is not “did we make money this quarter?” but “did the business become more valuable, scalable and transferable this quarter?”

Open the board agenda & minutes

Administrator sign-in required. The record is held in the director's own browser.

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