Boards can’t afford to ignore the accelerating pace of leadership transitions. Yet management succession planning remains one of the weakest areas of board performance—despite growing awareness of the risks. In Boardspan’s 2025 Benchmark Report, succession planning again ranks in the bottom 5% of nearly 60 governance topics assessed. While scores ticked up modestly this year, most boards still acknowledge gaps in oversight and preparedness. 

Boards can’t afford to ignore the escalating pace of leadership transitions. 

This governance shortfall comes at a time of record turnover. CEO exits are at an all-time high, with hundreds of chief executives stepping down each month. In 2024 alone, 2,221 CEOs left their roles—a 16% increase from the previous year. And the wave isn’t limited to the top job: more than half of senior leaders say they expect to exit their roles within the next two years, leaving many organizations thinner at the top than they’d like to be. 

In this environment, succession planning is no longer optional. It’s how boards ensure leadership continuity and protect enterprise value. 

Despite the growing urgency and clear responsibility, boards often struggle to make meaningful progress on management succession planning. Among the many reasons that boards may not take the proactive stance they need to: 

• It’s Not A Crisis, Yet: One of the most common challenges to succession planning is a perceived lack of immediacy—when the CEO isn’t planning an exit and no known transition is looming, boards may put succession planning out of mind to focus on more pressing business matters.

• A Reluctant CEO: It’s not unusual for boards to find that succession planning is an uncomfortable or even threatening topic for their CEO, especially those who are founders, relatively new in their roles, or have no plans to exit. Some CEOs may view discussions about their eventual replacement as unnecessary, signaling doubt in their leadership, or a harbinger of loss of control. As such they may resist collaborating on a succession framework, a successor profile, or the development of internal candidates.

• Living In Unpredictable Times: Some boards are reluctant to map out the company’s future leadership needs, believing that in a world as fast-moving and turbulent as this one, there isn’t a crystal ball big enough to hold all the potential futures and see which leadership attributes will be needed at an undetermined date. Boards of smaller, younger companies that don’t have a deep bench under the CEO often believe that in an emergency, they can appoint a board member as interim CEO while they determine the best path forward. Unfortunately, without discussion or explicit agreement about who on the board would step up, this “plan” may not work for a host of reasons or may require precious board time and/or test board dynamics during an already high-intensity moment.

• Mythologizing Current Leadership: Sometimes boards fall into the trap of viewing a founder CEO or long-serving leader as irreplaceable. They may see the CEO as a singular visionary with such unique abilities and/or relationships that a loss of this hero would require a wholesale reimagining of the business. Some argue there is no playbook without the CEO; should something happen they would need a new playbook (as well as a new CEO), and it makes little sense to try and draw one up unless it is needed. 

• Poor Visibility Into “The Bench”: Succession planning for the management team is the CEO’s responsibility, but boards have a responsibility to oversee this work to ensure leadership continuity. The dynamics here are nuanced—the board wants assurance that succession plans are in place and individuals are being developed to step into senior leadership roles; it may have opinions about individuals or guidance on the plans, but the board doesn’t have decision-making responsibility here. Its role is to ensure the organization is undertaking thoughtful planning. Some boards don’t understand this role well and as a result don’t actively engage, which would be a mistake. Lately we’ve heard that many companies have resorted to external hires when losing ELT members in large part because they had not planned for nor developed internal candidates.  

When succession planning is deferred, the consequences can show up when the board is least prepared to deal with them. Emergency CEO searches can be costly—not just in fees, but in time, distraction, and the risk of misalignment. The absence of a clear plan can lead to rushed decisions, strategic drift, or internal confusion during a critical leadership gap. In some cases, reputational damage follows when investors, employees, or the market perceive instability at the top. 

Even iconic companies with experienced boards can face public scrutiny and operational disruption due to unclear or rushed CEO transitions. Consider the example of Disney, where long time CEO Bob Iger stepped down in early 2020, appointing Bob Chapek as CEO with minimal board or market preparation. The abrupt transition, coupled with overlapping roles (Iger stayed on as Executive Chairman), led to strategic confusion, internal tension, and negative press. Chapek was replaced less than three years later—by Iger again—but not before Disney's stock had fallen by more than 25% during his tenure. 

While the challenges are many, there is one key that will unlock the solution to nearly any succession planning problem: A commitment to process. Establishing a succession planning process and calendaring periodic reviews can work wonders. This is typically the purview of the Nominating & Governance Committee, though the Board Chair is often closely involved and ultimately the full board will engage in the process.  

• Clarify the Board’s Responsibility: Some directors think succession planning is the CEO's job and simply defer to her or him. Of course, it is the CEO's job to ensure succession planning takes place for the leadership team, though this process is typically orchestrated by the head of HR. The CEO may also take the lead on identifying key competencies needed to be effective in the role. Nevertheless, the board is accountable for overseeing succession planning for the management team, as well as preparing its own CEO succession plans to ensure strong leadership continuity. 

• Establish Processes and Timelines: It’s generally true that what gets scheduled gets done. Setting an annual agenda item to review succession planning can help set wheels in motion. Nom & Gov and/or the Board Chair will want to confirm the timeline for CEO succession (if known), and propose next steps, such as creating a position specification, selecting a search firm (if using) and/or identifying internal candidates. Even when there is little likelihood of the CEO exiting in the foreseeable future, the board will want to establish plans for both long-term and emergency succession and revisit them on a regular cadence. Succession planning for the management team is typically on the agenda at least annually: The CHRO or head of Human Resources might offer an overview of the company’s process, along with visibility into the bench beneath key leaders and relevant development plans.

• Demand Accountability: Too often, boards don’t hold the CEO or themselves accountable for creating and updating succession plans. However, a board that institutes clear processes, an annual (or six-month) regular review of succession plans and possibly other regular updates, creates an environment of normalcy around succession planning as a governance responsibility. This is enhanced when boards don’t let succession planning slip off the agenda because the board and/or CEO are busy with something more urgent or significant. 

Succession planning may never be comfortable—but it can become normal. When boards treat leadership continuity with the same seriousness they give to strategy, risk, or audit oversight, they’re better prepared for the future, no matter when change arrives. That doesn’t mean having all the answers, or naming a successor years in advance. It means building a habit of asking the right questions, creating space for honest conversations, and staying close to the talent pipeline. In a time of extraordinary turnover and uncertainty, process is not bureaucracy—it’s a safeguard for the organization’s long-term health. And it’s one of the clearest ways a board can demonstrate that it's ready to lead, not just govern, through change. 

Management Succession Planning: Why It’s Hard, How to Fix It