New Voices in the Boardroom: The Gradual Evolution of Board Composition

In brief: The stakes for having the right people around the boardroom table have never been higher. Directors need to have skills and experiences that align with their company’s long-term strategic direction and enable their boards to advise management amid unprecedented change and business disruption effectively. This brief, written by Spencer Stuart and originally appearing in the 2019 Governance Outlook: Projections on Emerging Board Matters, covers trends in director recruitment and director candidate profiles and explores how they are likely to shape board composition in the coming years.

This resource can help your board to

• evaluate boardroom practices around composition, succession, and recruitment;

• proactively assess the board’s skills and attributes to Identify potential gaps in your board’s refreshment strategy; and

• advocate for the strategic imperative around the need for new perspectives and experience in the boardroom.

Most relevant audiences: nominating and governance committee members, board chairs, lead independent directors, committee chairs

The focus on the board’s compensation committee has never been sharper. The components of compensation plans and the link between compensation and company performance are under intense scrutiny from shareholders, employees, policymakers, the media, and other stakeholders. The Report of the NACD Blue Ribbon Commission on the Compensation Committee revisits NACD’s 2003 Report of the NACD Blue Ribbon Commission on Executive Compensation to highlight the new environment in which compensation committees—and, more broadly, boards—are now operating. It recommends that the compensation committee and board work together to establish an executive compensation philosophy that supports the company in creating long-term, sustainable value.

The report includes ten specific recommendations for compensation committees to consider when evaluating their compensation philosophies. It also provides practical tools, such as sample compensation committee charters, a compensation committee assessment, and guidance on executive employment contracts.