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NACD Directorship Certification is the premier US-based certification program designed to qualify corporate directors for effective boardroom performance.
The definitive boardroom fundamentals course. Immerse yourself in the boardroom practices most in demand for today’s governance. This eLearning format is available when and where you want.
The Chapter Network is one of the most valuable benefits of NACD membership. It’s a coast-to-coast governance community for actively engaged directors looking to cultivate meaningful peer relationships.
Members, login to access exclusive insights, education & events, your member portal and personal library… and more. NACD is continually updating the member website experience.
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Chennya Lister Chapter Administrator
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About The Event
Virtual | March 5, 2026 | 9:00 AM - 10:15 AM CST
On March 5, 2026, we gathered virtually for our Ask the Experts: Committee Outlook 2026 program, where senior advisors from Baker Botts, Egon Zehnder, KPMG, and Meridian Compensation Partners, joined for a candid, practical conversation on what nominating and governance, audit, and compensation committees need to prioritize in the year ahead. Against a backdrop of volatility, regulatory flux, and accelerating technological change, experts shared what is keeping committee chairs up at night and what boards can do now to stay ahead of it.
The discussion examined how the three standing committees are navigating an environment where the pace of change is outrunning traditional governance structures. From board composition and shareholder activism to AI oversight and incentive plan design, participants walked away with actionable frameworks and sharper questions to bring back to their committees.
Key Topics Covered
Nominating and Governance Committee
Board Composition for an Uncertain Future: How boards are shifting from episodic recruitment to evergreen succession planning, with surging demand for active executives who bring forward-looking adaptability over accumulated experience.
The Technology Director Debate: Why cyber expertise is now a baseline education requirement for every director, and what boards actually want in a technology director today.
Board Evaluation as Defense and Discipline: Why formal third-party board evaluations have become a governance necessity, and what activists are doing with boards that skip them.
Activism and Crisis Preparedness: How break glass plans, tabletop exercises, and outside advisors are being used to prepare boards before an incident, not during one.
The Redomiciliation Conversation: What directors need to understand about the competition between Delaware, Nevada, and Texas and what is at stake for boards.
CEO Succession: Why board-owned, strategy-driven succession planning produces better outcomes than delegating the process to the CEO.
Audit Committee
The SEC's Shifting Disclosure Philosophy: What Chair Atkins's principles-based materiality approach means for audit committees, including the future of quarterly reporting and climate disclosure.
AI Oversight Belongs to the Full Board: Why no single committee can own AI oversight entirely, and how boards are beginning to restructure responsibilities accordingly.
The Bandwidth Problem: Why the three-committee structure may no longer be fit for purpose, and what options boards have when the audit committee is carrying too much.
Compensation Committee
Incentive Plans Under Pressure: How committees are adapting goal design, building in more judgment, and monitoring plan performance through volatility rather than reacting at year end.
Proxy Advisory Disruption: What the declining influence of ISS and Glass Lewis means for how boards engage investors directly on compensation decisions.
Peer Group Selection Under M&A Pressure: How consolidation is forcing committees to expand their competitive market definition and exercise more independent judgment on pay.
Cross-Committee
The Evolving Role of the Board in the Age of AI: How AI is changing not just what boards oversee but how they govern, and why judgment and adaptability are becoming the defining board competencies.
Key Takeaways
Nominating and Governance Committee
Recruit for where the organization is going, not where it has been. Adaptability now commands a premium over experience.
Formalize your board evaluation process before an activist uses board effectiveness as a point of attack.
Every director should know their role in a crisis before one happens. Tabletop exercises surface gaps you do not want to discover under pressure.
Own CEO succession at the board level. The board should be able to answer right now who steps in tomorrow if they have to.
Audit Committee
Build in regular briefings on the regulatory landscape, not just the financials. Disclosure rules are in flux and the audit committee needs to keep pace.
Ask honestly whether the current committee structure is still fit for purpose. If the audit committee is overloaded and under-resourced, that is a governance risk.
Compensation Committee
Consistent process is your best defense in volatility. Committees that monitor plans throughout the year and document their rationale are better positioned when outcomes disappoint.
Know what your investors actually think, not just what ISS says. Direct engagement is now the foundation of compensation governance.
Get comfortable exercising independent judgment. There is no perfect peer group and no formula that fits every situation.
Cross-Committee
Agility and judgment are now board competencies. The boards that navigate this period best will not be those with the most experience. They will be the ones that adapt quickly and decide with conviction.
Program Videos
Ask the Experts: Committee Outlook 2026—Full Program Video | Recorded March 5, 2026
Ask the Experts: Committee Outlook 2026—Full Program Video | Recorded March 5, 2026
What's Keeping Board Committee Chairs Up at Night in 2026? | Recorded March 5, 2026
What's Keeping Board Committee Chairs Up at Night in 2026? | Recorded March 5, 2026
Board Composition & Succession: A Nom/Gov Committee Deep Dive | Recorded March 5, 2026
Board Composition & Succession: A Nom/Gov Committee Deep Dive | Recorded March 5, 2026
Activism, Engagement & Board Defense: A Nom/Gov Committee Deep Dive | Recorded March 5, 2026
Activism, Engagement & Board Defense: A Nom/Gov Committee Deep Dive | Recorded March 5, 2026
SEC Disclosure, AI Oversight & Bandwidth: An Audit Committee Deep Dive | Recorded March 5, 2026
SEC Disclosure, AI Oversight & Bandwidth: An Audit Committee Deep Dive | Recorded March 5, 2026
Executive Pay & Incentive Plans: A Compensation Committee Deep Dive | Recorded March 5, 2026
Executive Pay & Incentive Plans: A Compensation Committee Deep Dive | Recorded March 5, 2026
CEO Succession Planning: What Best-in-Class Looks Like | Recorded March 5, 2026
CEO Succession Planning: What Best-in-Class Looks Like | Recorded March 5, 2026
Is AI Changing the Role of the Board? | Recorded March 5, 2026
Is AI Changing the Role of the Board? | Recorded March 5, 2026
What Every Board Should Prioritize in 2026 | Recorded March 5, 2026
What Every Board Should Prioritize in 2026 | Recorded March 5, 2026
A nationally recognized expert on corporate governance, Claudia H. Allen is a senior advisor with KPMG’s Board Leadership Center who brings extensive experience in advising boards, management, and investors in public and private companies on corporate governance matters...
Managing Partner, Meridian Compensation Partners, LLC; Director, Bixby Family Foundation and NACD Texas TriCities Chapter
David Bixby
Bixby has been consulting in executive and director compensation since 1998. He consults with boards of directors and management on a range of topics, including the design and assessment of executive and director pay programs, pay and performance alignment, and corporate governance...
Heather O’Keefe heads Egon Zehnder’s Houston office and is a core member of the Firm’s Consumer, Board and Chief Executive Officers practices. Having formerly led the Firm’s U.S. Family Business Advisory practice, Heather partners with family-owned, public, founder-led, and PE-backed clients on governance advisory, succession planning & talent pipeline, board & executive recruiting, and management assessment & development...
President & Chair, Royal Oaks Country Club (Houston); Chair, NACD Texas TriCities Chapter
Dennis Whalen, NACD.DC
Mr. Whalen retired as Senior Partner with KPMG in 2020 with expertise in driving innovative growth, aligning risk with strategy, and developing dynamic talent. He served as the lead audit partner on key clients, including GE Healthcare, Pfizer, The Shaw Group, Halliburton, and Koch Industries...
Wofford is chair of Baker Botts LLP's Corporate Department in Houston, and vice chair of the Firm's Mergers & Acquisitions Practice. He practices corporate and securities law, advising numerous public and private businesses, their boards, and special committees on...
Baker Botts is a full-service, leading global law firm, recognized for our understanding of the industries we serve. We have a long, distinguished tradition of service to our clients since the 1840s. During the earliest days of Houston, Baker Botts represented the burgeoning industries of cotton merchants, brokers and railroads.
The Houston Egon Zehnder office, established in 2006, is an executive search and board advisory leader in the global energy sector as well as serving clients in the private equity, services, consumer, and health-care sectors. They also advise boards and clients on leadership development, board and executive effectiveness and innovation.
One of the world's leading professional services firms and the fastest growing Big Four accounting firm in the United States. They are leading the industry in new and exciting ways. Their size and strength make them much more agile and responsive to changing trends.
Meridian Compensation Partners delivers effective solutions and independent advice in executive compensation and corporate governance consulting. Meridian provides management, boards and compensation committees at public and private corporations with services that include board level advisory services, compensation program design, research and competitive market intelligence on executive pay and governance matters.
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NACD and the NACD Chapter Network organizations (NACD) are non-partisan, nonprofit organizations dedicated to providing directors with the opportunity to discuss timely governance oversight practices. The views of the speakers and audience are their own and do not necessarily reflect the views of NACD.