2024 U.S. Board Index. Стаття з коментарями Сергія Булавіна

In an ever-evolving business environment, boards need new perspectives and new capabilities to provide sufficient oversight, identify risks and opportunities and effectively support the CEO and leadership team. However, boards may not be evolving fast enough. In our most recent survey of global CEOs and board directors, more than three-fourths say they see business uncertainty growing. Yet only a third of CEOs believe they have the board they need to address the issues faced by their organizations.

Similarly, in our survey of nominating/governance committee chairs among the S&P 500 and mid-cap 400, succession planning and board composition ranks as the top priority, yet overall board turnover has remained flat, at 7% to 8% a year for the past five years. Adding to the case for change is the fact that roughly a fourth of the surveyed nominating/ governance committee chairs say they have one or more directors who should no longer be on the board — most commonly because of skills and expertise that are out of date.

Here is a snapshot of S&P 500 board composition and director recruitment trends, drawn from our annual analysis of proxy statements. While year-over-year changes tend to be modest, the analysis shows significant changes over the past decade.

Boards use a variety of tools to facilitate turnover

• Two-thirds of boards (67%) have mandatory retirement policies, down from 73% in 2014.
• Among the boards that do, the retirement age continues to increase. Ten years ago, 30% of these boards mandated retirement at age 75 or older. Today, that number has increased to 60%. The average retirement age is 74 — unchanged over the past four years.
• While nearly all (99%) boards report some type of annual evaluation of their own performance, only 28% work with an independent third party on this evaluation (up from 25% in 2023). Individual director evaluations appear to have plateaued, reported by 47% of S&P 500 boards (unchanged for past three years).
• Nearly three-fourths (73%) include a director skills matrix in their proxy statements, nearly doubling from the 38% that did so in 2020.

S&P 500 boards are increasingly separating the chair and CEO roles

• The share of boards that divide the CEO and chair responsibilities has grown from 47% in 2014 to 59% in 2023 to 60% in 2024.
• The share of independent chairs is 39%, consistent with last year but a sizable increase since 2014 (28%).

Board turnover stays flat around 8%

• Boards appointed 406 new directors in 2024, comprising 7.7% of the 5,289 directors on the S&P 500.
• Of the incoming class of 2024, 30% are active or retired CEOs, and nearly one-third (29%) have a financial background. P&L leaders constitute a slightly smaller share: 8%, down from 10% in 2023.

•  42% have international work experience — a 12-point decrease from last year. However, boards are gaining international perspectives in other ways, including from directors with experience running global businesses. Moreover, 18% of new directors were born outside the US — consistent with 2023 but up six percentage points in the past 10 years.
• More than half (58%) of S&P 500 boards appointed at least one new independent director, up from 53% in 2023. And 20% appointed more than one new independent director, up from 18% in 2023.

Boards are increasingly adding “next-gen” talent

• The average age of all new directors in 2024 is 58.2, but 14% of new directors are age 50 or below, up from 11% in 2023.
• Roughly one in three (34%) members of the incoming class are serving on a board for the first time, up from 31% last year.

Technology expertise is in demand

• Regarding industry backgrounds, 19% of new directors come from the technology/telecommunications industry, more than any other. (Tech/telecom was also the most common background for new directors in 2023, 2022, 2019 and 2014.) New directors also came from industrial or manufacturing companies (14%), consumer goods and services (13%), and financial services (11%).

More than half of 2024 S&P 500 board appointments are diverse

• 58% of new director appointments this year have been filled by diverse executives (defined using the Nasdaq definition of directors who self-identify as female and/or underrepresented minorities (Black or African American, Hispanic or Latinx, Asian, Native American or Alaska Native, Native Hawaiian or Pacific Islander, or two or more races or ethnicities) and/or LGBTQ+), down from 67% in 2023 and 72% in 2022 but a much larger share than a decade ago (39% in 2014).
• Of the 406 new directors, 42% of new directors are women, down from 46% in 2023 but up from 30% in 2014.
• Roughly one-fourth (26%) of new directors self-identify as underrepresented minorities— down from 36% in 2023 but up from 12% in 2014. Of that group, 10% are Black or African American, 10% are Asian, and 6% are Hispanic or Latinx.
• More boards this year — 58%, up from 56% in 2023 — say that they have implemented a policy like the Rooney Rule, which includes individuals from diverse groups in the candidate pool when recruiting new directors

Today half of S&P 500 directors are diverse

• Women now make up 34% of all S&P 500 directors — a steady increase since 2014.
• One quarter (24%) of all S&P 500 directors are underrepresented minorities.

Diversity in board leadership is gradually increasing

• Underrepresented minorities slightly increased their representation among board leadership roles in 2024 in several categories (audit committee chair, compensation committee chair or nominating/governance committee chair). Among board chairs, however, their representation decreased slightly, from 8% in 2023 to 7% in 2024.
• The representation of women among board leaders is increasing on all but one count: The percentage of women as independent board chairs has remained the same since last year (18%). The percentage of female lead directors has increased five percentage points from last year to 20%.

Джерело: https://corpgov.law.harvard.edu/2024/10/26/2024-u-s-board-index/