Directors' Cut

Foley’s post: “Event Summary: The Next Era of Board Evaluations” provides instructive key takeaways from a recent collaborative program on the board evaluation process that included the Deputy GC and an independent director of PG&E, along with representatives of Foley, Egon Zehnder, and the NACD’s Northern California Chapter. A recording of the program itself is accessible from the post with one click. Coverage includes evaluation process design, structure, scope, objectives, and follow-through/action items.

“CEO Tenure is More Important than the CEO-Chair Debate” from FCLTGlobal reaffirms with empirical data the fact that there is no one best board leadership structure; rather, context matters. Numerous studies cited in the article reveal no meaningful difference in corporate performance based on whether there is a combined or separate CEO-board chair structure.

The article notes that combined CEO-chairs tend to have longer tenures than standalone CEOs (averaging three years longer), which generally supports a long-term orientation. Absent optimal continuity in that role, some companies develop other practices and processes that support long-termism.

 
Relevant contextual factors for weighting one structure over another include the presence or absence of weak corporate disclosure, high complexity, rapid change, degree of board independence, high-growth or transformational periods, company lifecycle, and clarity of responsibilities. Understanding the context can inform the selection of a particular leadership model at a given point in time subject to reevaluation as facts and circumstances inevitably change over time.

In addition to coverage of relevant recent trends and developments relating to forthcoming executive compensation disclosure reform, noncompetes, and Rule 10b5-1 trading plans and related disclosure, Skadden's "Compensation Committee Handbook" provides information for listed company compensation committees and their advisors about core committee duties and responsibilities—including instructive primers on the use of outside advisors, equity compensation, employment agreements and executive benefit plans, IRC §162(m) and other relevant tax provisions, Section 16, committee composition requirements, and director compensation, and practical guidance on how to best discharge them. 

The Appendix includes a sample calendar of committee meetings and responsibilities and a glossary of commonly used terms.

Society members across industries responding to the latest Society/Deloitte Board Practices Quarterly: “Crisis management and the board” provided a snapshot of how companies are preparing for—and responding to—disruptive events. The results suggest that while crisis planning is now widely embedded across organizations, practices vary widely. The key takeaways below reflect primarily public company results; however, survey results are reported by company type (public/private) and size (public company market cap) in the Appendix of the report.

Commonly experienced crises—Brand or reputational incidents, data breach or cybersecurity incidents, and supply chain/geopolitical disruptions are among the most commonly experienced crises.

Existence of plan—Most respondents report having a formal crisis management plan in place, although the frequency of review and testing varies.

Planned vs. experienced crises—One notable theme is the gap between experience and preparation. Certain issues—particularly major litigation and regulatory investigations—are encountered by respondent companies fairly frequently but are less consistently incorporated into crisis plans.

Plan elements—The survey also highlights variation in the content of crisis plans. While core elements such as designated crisis teams and board communication and reporting protocols are common, more governance-focused practices—such as clearly delineating board and management responsibilities or conducting scenario planning/tabletop exercises—are less commonly included.

Board role—Board involvement follows a similar pattern. Many companies define when the board should be engaged in a crisis, but fewer report active board participation in preparedness activities such as tabletop exercises. That said, some respondents—particularly mid-cap companies—indicate that greater board involvement is under consideration.

Several organizations have long maintained listings of reputable, established director/board education program offerings. The latest listings are here: Cooley, Gallagher, Gibson Dunn, and Society AI-focused offerings.

“The science of boardroom decision-making” from PwC and Wharton leverages neuroscience (the scientific study of the nervous system) in the context of boardroom dynamics to explain why traditional governance practices and processes typically fail to promote optimal board decision making. The resource suggests attainable “interventions” — structured pauses/reflection, structured meetings and materials, and active listening and engaged participation — that companies can implement to counter normal behaviors that otherwise may (and likely do) compromise decision making. Each of the suggested “interventions” is supported by tangible action items for individual directors, boards, and executives. 

Spencer Stuart’s 2025 MidCap Board Index revealed the following and other key findings for the S&P MidCap 400 based on the firm’s analysis of proxy statements filed between September 6, 2024 and August 21, 2025:

Refreshment tools—Although the average age limits are comparable (~age 74), as compared to the S&P 500, mid-caps are much less likely to have mandatory retirement policies:

The actual average age for both mid-cap and large-cap directors is 63.6.

While tenure limits are generally uncommon across company sizes, they are even less prevalent for mid-caps (7%) than large-caps (10%). Tenure limits, if used, average 14 years for mid-cap directors and 14.7 years for large-cap directors. The actual average tenure is 7.8 years for both mid- and large-cap directors.

Board diversity mechanisms—Mid-cap boards are much less likely than the S&P 500 to have a Rooney Rule policy or commitment to include diverse candidates in director searches:

In 2025, 43% of new mid-cap directors self-identified as diverse, representing a decline from 60% in 2024 and 63% in 2023. This compares to 46% of new large-cap directors who self-identified as diverse, down from 59% in 2024 and 68% in 2023.

Board evaluations—The percentage of mid-caps conducting annual board evaluations increased from 93% in 2024 to 95% in 2025, trailing the S&P 500’s 99% by a small margin. However, large-caps are much more likely than mid-caps to conduct individual director evaluations, with 48% of large-caps disclosing this practice vs. 23% of mid-caps. 

“Watch Out for the Watchdogs” from Skadden Arps addresses the important but scarcely resourced topic of watchdog groups who, while having no direct stake in the company, should be viewed on par with whistleblowers, shareholders, and other third parties who raise concerns or complaints to management and/or the board. To carry out their fiduciary duties, directors should seek to understand the issues/allegations, gather additional information, evaluate the claims, and respond accordingly, all of which should be carefully documented to support directors’ good faith decision making.