Across the Board
Great CEO Successions Don't Start with a Vacancy
Boards own the CEO transition process, but many are still approaching succession too late, limiting their options when one of governance's most consequential decisions arrives
“CEO succession is one of the most consequential leadership decisions an organization will make. It shapes the enterprise’s strategy, culture, investor credibility, leadership continuity, and long-term performance. Yet too often, succession planning starts too late, narrows too quickly, and defines the next CEO through the lens of what has worked before, rather than what the business will need next. That model is increasingly inadequate. The CEO mandate has expanded well beyond operating performance, requiring leaders who can navigate volatility, transformation, stakeholder scrutiny, and ambiguity.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Opinion: Why Board-CEO Trust Is Becoming Harder to Build
As expectations accelerate and decisions become more complex, boards and CEOs are finding that trust requires more time, better communication, and stronger alignment than ever
“Boards and CEOs are having a hard time staying in sync, according to a new study. That’s dog-bites-man stuff, I know; after years of covering them, I would be shocked at this point to find a report saying boards and CEOs are in alignment. But the latest iteration of Korn Ferry’s Board and Risk Survey is worth a look, because the divides that it discusses speak to how much more challenging mutual trust has become in our current environment. For one thing, both groups are feeling increasing pressure to move fast. A majority of CEOs say balancing their time and energy is one of their biggest challenges, and a near-majority of boards feel the same. For organizations that have recently gone through leadership transitions, boards largely felt that they didn’t have enough time to gather enough feedback. In the rush to act, trust has suffered.” ASSOCIATIONS NOW
The Right Directors for a Different Era
Rapid change is prompting boards to rethink whether their current composition reflects the challenges they will face, not the ones they've already overcome
“The business environment that boards are being asked to govern has fundamentally shifted, with more transformation occurring in the last five years than in the previous two decades. What was once cyclical now defines the baseline: geopolitical fragmentation, artificial intelligence-driven transformation, regulatory divergence and rising stakeholder expectations are not headwinds to be weathered but structural features of the landscape. This raises an uncomfortable question for many organizations: does it have the right expertise sitting at the table? And just as importantly, can that expertise be deployed effectively when it matters most?” WORLD ECONOMIC FORUM
AI Can Make Boards Smarter. It Can't Make Their Decisions.
As pressure grows to use AI to improve efficiency and reduce costs, governance professionals are discovering that the real challenge is knowing where technology strengthens judgment and where it can undermine it
“AI continues to dominate boardroom discussions. The governance and legal teams that I speak to are often facing two related challenges: advising on the risks associated with AI and responding to growing expectations to use AI to deliver work more quickly and efficiently. The greatest value in AI is not that it can replace governance professionals. It is that it can give them more time to apply the judgement, challenge and experience that good governance depends upon. The question is therefore not whether governance professionals should expand their use of AI, but where they should use it and where they should not.” GOVERNANCE INTELLIGENCE
Red Flags, Right Questions, Rapid Response
Effective boards recognize that recurring concerns deserve attention long before the evidence is conclusive, enabling faster and more effective responses
“Misconduct rarely announces itself with a dramatic revelation. It builds gradually, with red flags missed, explained away or buried before the board is made aware of the issue. By the time it reaches the boardroom as a fully formed crisis, early intervention is no longer an option. The directors who manage misconduct risk most effectively do not wait for certainty. They recognize signals early, ask the right questions and act before isolated issues become systemic failures…. Where concerns emerge, directors have a responsibility to act on signals, not wait for certainty. Red flags and recurring issues may not confirm misconduct, but they warrant scrutiny and a structured response…. Speed, independence and control are critical to effective response. When misconduct is confirmed, boards must move quickly and deliberately to contain the issue and address its root causes.” FTI CONSULTING
When AI Starts Reading Your Proxy Statement
As investors increasingly use AI to analyze corporate disclosures, boards are being encouraged to rethink how they communicate governance, strategy, and long-term value
“Major investors are increasingly using AI to decide how to vote proxies, and JPMorgan’s industry-first decision to replace its external proxy advisors with an in-house AI tool signals that the trend is accelerating…. Companies should now draft disclosures with both human and AI readers in mind, delivering concise, decision-useful information that reasonable investors would deem important and presenting disclosure in machine-readable formats…. Amid ESG’s emergence as a cultural and political flashpoint, the U.S. federal government has pulled back from ESG-related regulation of public companies…. As extreme weather grows more frequent and physical disruptions grow more severe, climate-related risks are fast becoming material business issues, drawing outsize attention from investors, regulators, and other stakeholders alike…. As boards work to navigate the pressures of today, they must be careful not to lose sight of their long-term strategy.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
What the 2026 Proxy Season Reveals about Executive Pay
Compensation committees balance pay rigor, flexibility and transparency as investors increasingly evaluate executive pay in less predictable ways
“The 2026 proxy season unfolded against a backdrop of shifting investor expectations, evolving governance priorities, economic uncertainty, regulatory change and geopolitical instability. While many of the fundamentals of executive compensation remain intact, this year’s filings revealed meaningful change in how boards and compensation committees approach pay design and disclosure and shareholder engagement. For directors, the implications are straightforward: Executive compensation programs must remain competitive and aligned with performance, as boards face more pressure to explain how pay decisions fit the business and its strategy. The shareholder voting landscape continues to transform. For years, compensation committees operated in an environment heavily influenced by proxy advisors Institutional Shareholder Services and Glass, Lewis & Co. While these firms remain important voices in the ecosystem, their influence appears to be waning as institutional investors develop their own voting frameworks and compensation governance policies.” CORPORATE BOARD MEMBER
New S&P 500 Board Appointments Show Decline in Black Directors
New research highlights slowing board turnover, declining appointments of Black directors, and changing approaches to diversity disclosure across S&P 500 companies
“Diversity among new S&P 500 board appointments is declining. The ‘2026 Spencer Stuart Board Index New Director Snapshot’ has been released, a more than 40-year effort to track board composition, governance practices, and director compensation trends, the index reads. Overall, 364 independent directors were newly appointed to S&P 500 boards this year. This figure is the lowest in the past decade, but turnover remains low. Per the report, 49.3% of the directors were identified as diverse. This marks a decline from 49.6% in 2025. Additionally, diversity among newly appointed S&P directors in 2026 declined by six percentage points to 40%. Black directors accounted for 4% of new S&P 500 director appointments, down 50% from a decade ago.” YAHOO FINANCE
Design Better Conversations, Not Better Meetings
Effective board chairs use the agenda as a governance tool, ensuring directors spend their time questioning assumptions, exploring risks, and debating strategic choices
“Every agenda communicates what a board truly values. Too often, meetings become dominated by historical reporting, lengthy presentations and committee updates, leaving too little time for strategy, succession, innovation, risk and capital allocation. Compliance matters, but governance creates value only when directors devote meaningful time to the future rather than merely reviewing the past. Directors should arrive having read the materials. The meeting should focus on judgment and debate, not repeating information already distributed. Chairs should encourage questions such as: Why did this happen? What assumptions are we making? What risks are we overlooking?” DIRECTORS & BOARDS
