CEO reruns: When the devil you know makes sense

Companies can talk about CEO succession planning all they want, but in times of turmoil, it’s all about seeking refuge in familiar people.

Bernardo Hees

FORTUNE — Last week, Bernardo Hees moved from burgers to condiments, announcing that he would leave his job as CEO of Burger King (BKW) to CEO of Heinz (HNZ). Before that, he was CEO of railroad and logistics company América Latina Logística, S.A. The common thread between all three positions is 3G Capital, a private firm that has invested in those companies.

Hees has a long relationship with 3G, and familiarity often trumps boldness when it comes to CEO succession. Take J.C. Penney (JCP), which brought back Mike Ullman, who had been CEO before activist investor Bill Ackman put Ron Johnson in power. Johnson’s reach-for-the stars plan for the struggling retailer failed, and his departure was announced on April 8.

In general, putting an old CEO back in power is a bad sign for a company, argues succession expert Thomas Saporito, who is chairman and CEO of consulting firm RHR International. Of course, there are exceptions, he admits, but calling back a familiar face is generally a reflection of management failure.

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That’s because companies work meticulously on their succession plans. At least, well-managed ones do. “If you see a board starting to tackle the question of CEO succession about a year out from normal retirement, you can almost be sure that they are way behind the curve,” Saporito says, adding that effective succession plans generally kick in about three or four years before a transition takes place.

Of course, investors knew J.C. Penney was in trouble, even without reading into the decision to bring back a former CEO. Shares of the retailer, as of this past Friday, were down 26% year-to-date.

But what does bringing in an investor favorite mean for a company like Heinz, which didn’t necessarily need a turnaround? Even before Berkshire Hathaway (BRKA) announced its investment in the company in February, Heinz’s share price had been steadily improving. One share cost roughly $40 around the end of 2009, and around $60 at the end of 2012. Of course, investors considered it a good sign for Heinz when Warren Buffett bought a stake in the company. At that time, Buffett gave then-CEO Bill Johnson a thumbs up.

Doesn’t bringing in a person who is known to certain investors but unknown to the company disrupt the company’s management strategy? Yes, but holding to that strategy is not necessarily a priority. “Succession plans are exactly that: plans, not covenants,” says Mark Jaffe, president of executive search firm Wyatt & Jaffe.

One major risk of going with an investor favorite is that talented people who saw their careers topping out at CEO might leave the company. In 2000, the two runners up for CEO of GE (GE) — Jim McNerney and Bob Nardelli — bolted when Jack Welch passed the torch to Jeff Immelt.

“Is that kind of musical chairs game confusing for the larger organization? Well sure, but who says that middle management is supposed to feel secure?” Jaffe says. “Large investors, on the other hand, are the real constituents who need to discharge their anxiety at all times, and what’s more comforting than having ‘one of their own’ at the helm?”

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That comfort, in 3G’s case, comes from some solid financial rewards. The company invested $3.3 billion in Burger King in 2010, took it private, then brought it back on the public market 18 months later, valued at $4.8 billion. Over the past year, the company’s share price has risen by 28%.

That financial reward came partly from brutal “streamlining” by Hees and 3G. Supporters say that strategy showed responsibility to shareholders; detractors say it was slash-happy job cutting. Regardless, it might not make sense to pare down Heinz in the same way, since the company doesn’t appear bloated.

Who knows, Hees could even be good for Heinz. That is, if he and his supporting investors can holster the scalpel and offer a steady hand.

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