Board Monitor US 2023

A retreat to previous priorities

The appointments made to Fortune 500 boards in 2022 highlight a number of themes. There were fewer appointments overall compared to the previous four years, and the profiles of the directors who joined these boards show a revival of interest in previously prioritized areas of experience. Surprisingly, in 2022, the share of seats going to first-time directors, women, and directors from diverse ethnicities dropped, for example, while there was an increase in the share of seats going to directors with CEO, CFO, and prior public company board experience and directors over the age of 60.

These shifts may be the result of a perception that CEO and CFO expertise in particular are helpful as society and businesses navigate the aftermath of the events of the past three years and manage ongoing economic and political uncertainty. Corporations also continue to face an unprecedented level of expectation to address social needs¹ and an increase in investor activism that will be boosted even more by the “universal proxy card” mandated by the US Securities and Exchange Commission (SEC) last summer.²  Furthermore, 2023 was supposed to be the first year when companies had to track sustainability metrics for SEC-mandated disclosures—however, these proposals have been delayed due to current political dynamics. As a result, some boards may be leaning more toward CEO and CFO experience at this point and deferring the addition of other skills and backgrounds. 

Looking forward, however, the highest performing and most effective boards will not lose sight of the need to build diverse boards that address their strategic opportunities and challenges. They will prioritize the fresh perspectives and insights brought by leaders from a variety of backgrounds in addition to adding executives with CEO and CFO experience. These boards will look for directors with broad executive experience, who come from diverse backgrounds and represent multiple generations, who bring expertise in areas such as cybersecurity and sustainability, who understand domestic and global economic, political, and consumer trends, and who have a real-time understanding of the challenges their companies are facing, including from workforces, customers, and communities. Boards that do not incorporate diversity into their succession equation risk losing out on enormously valuable and critical perspectives.

The main principle of board composition remains unchanged: when planning for succession, boards should look and think broadly about all the skills, experiences, and backgrounds that will ensure a high level of board engagement and effectiveness.

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Acknowledgments

Thanks to the following Heidrick & Struggles colleagues for their contributions to this report: Bonnie Gwin, Jeremy Hanson, Jeffrey Sanders, and Lyndon Taylor.

References

¹ Edelman Trust Barometer 2023, Edelman, edelman.com.

² This requires that companies list all board candidates and other proxy decisions—both company-supported and activist-supported—in a single document. A leading proxy advisory firm, Institutional Shareholder Services, noted that this will make it “dramatically easier” and “cheap” for activists to launch proxy fights; see Lauren Thomas, “Companies brace for onslaught of new activists after change in proxy-voting rules,” Wall Street Journal, November 20, 2022, wsj.com.