Board Succession Planning: Composition, Director Independence, and Effective Evaluations

The focus on board composition and director performance remains strong, even in the new environment for shareholder engagement and with recent executive orders challenging corporate diversity, equity, and inclusion (DEI) policies. With the rise of activist investors focused on individual directors under the universal proxy, the complexity of operating in a global marketplace, and additional scrutiny on directorial independence, tenure, and interlocking directors, corporations are under increasing pressure to assemble a board with the right mix of experience, specialized skills, industry-specific expertise, international exposure, and personal backgrounds. Taken together, these pressures can force nominating and governance committees to reconsider the process by which they assess board composition, identify board. candidates, and evaluate individual director performance. This session will discuss successful strategies for ensuring that companies focus on long-term planning for board succession to build and maintain a board with the right mix of director skills and backgrounds given the company’s current and projected needs.