Three trends impacting board composition

Photographic portrait of Sarah Francis

Contributors

Kirsten Keseley

6 minute read 19 Feb 2024

Related topics

Financial services

Boards are using refreshment and director succession as levers to enhance resilience.

In brief

The demand for technology and operations expertise is rising, fueled by emerging technologies and an increasingly complex matrix of risks and opportunities.
Global volatility and the wave of CEO departures have boards seeking to fill seats with executives who have experience managing through crisis.
Board composition is playing a critical role as boards rethink their committee structure to address expanding risks.

In today's volatile world, companies are called on to respond to complex, rapidly evolving shifts in mission-critical issues that include cybersecurity, macroeconomic uncertainties and geopolitical upheaval. The scope and the speed of both crises and opportunities have expanded the traditional purview of the board and elevated the need for a strong CEO-board relationship.

To ensure that boards are meeting these demands and are providing effective guidance to management, they are increasingly evaluating their own board and committee composition, committee structure and leadership succession plans.

From our board referral engagements in 2023, the EY Financial Services Executive and Board Network Annual Review has identified three key trends in director recruitment that reflect how boards are shifting their composition and succession strategies to prepare for the future and to enhance strategic value.

Change is happening at such a fast clip, and management and boards are challenged by that. What we’re seeing is a disciplined investment in director succession and board upskilling. With boards diversifying and bringing more first-time directors into the boardroom over the past few years, Chairs and board leaders are rethinking ways to optimize talent, address emerging gaps and move with more agility to deliver value.

Sarah Francis

EY Americas Financial Services Strategic Relationships Leader

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Chapter 1

The demand for technology and operations profiles

Boards are seeking to fill seats with technology and business expertise.

How EY can help

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The rapid pace of change means that today’s operators are running complex, agile businesses with technology at the center. Our Annual Review of network members who joined boards found a premium placed on those with technology or operations in their DNA, and the most appealing directors had both. The percentage of network members joining a new corporate board with this profile rose from 38% in 2022 to 62% in 2023.

Organizations have a competitive advantage when they succeed in attracting directors with experience unleashing technology-driven value creation while effectively managing the evolving risks. We anticipate the desirability for tech and ops backgrounds to continue to increase.

Additionally, we see a growing demand across the Fortune 500 for technology leaders with prior operating and P&L experience. Boards are favoring C-suite technology leaders who have gained a holistic perspective from rotating through other senior executive roles and who understand the board’s fiduciary duty to build, govern and grow the organization responsibly.

“A diverse mix of technology and operations expertise among board members promotes greater adaptability, resilience and forward-thinking leadership,” said Kathie Andrade, Independent Director, The Brink's Company and Grange Insurance. “That mix is important to propel organizations into the future.”

Technology and operating executives are in demand

Percentage of network members joining corporate boards who are current or former operating or technology executives.

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Chapter 2

The push to establish a bench of experienced leaders

Boards are recruiting senior operators who have led through crisis.

The constant state of flux brought on by recent events, including the COVID-19 pandemic, macroeconomic fragility and conflicts around the globe, has moved the world into a state of “permacrisis,” which the Collins Dictionary chose as its 2022 word of the year.¹ A 2024 EY Center for Board Matters survey found this perpetual uncertainty is top of mind for corporate board members.

Our Executive and Board Network data shows boards shifting back toward CEOs and executives who have managed through crisis, including COOs, presidents and line of business leaders. Among our network members, newly appointed directors with this profile jumped from 27% in 2022 to 58% in 2023.

Because these operators understand what it takes to weather a crisis and grow the business even in the face of headwinds, they have the first-hand knowledge and stature to advise the organization’s senior management. As they look to fill gaps or address a crisis, organizations are also becoming more creative in leveraging their board’s assets — including an individual director’s networks, talents, time and ecosystem reach. Having a bench of operators with deep expertise and ample resources on the board is a true value-add to today’s CEO.

The recent surge of CEO departures that we have seen is also fueling the recruitment of directors with operating experience who would serve as advisors to CEOs and their executive teams. More than 1,700 CEOs left their posts in 2023, according to the Challenger, Gray & Christmas CEO Turnover Report, marking the highest turnover clocked at the CEO level since the annual survey began tracking the numbers in 2002.²

Data from the EY Center for Executive Leadership analysis has found that the median tenure of a S&P 500 CEO is now 7.3 years, and roughly 10% transition out of the top job each year. Given the wave of CEOs tasked with leading complex organizations through new challenging waters, boards have prioritized filling open seats with directors who can supplement an organization’s new CEO with a depth of operating and financial experience.

Managing through crisis

Percentage of network members joining corporate boards with experience managing through crisis, composed of CEOs, COOs, presidents and line of business leaders.

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Chapter 3

The move toward risk and technology committees

What we can learn from financial services boards.

Boards are also examining board composition through the lens of their committee structures so that they are poised to embrace innovation while anticipating threats. The financial services industry, driven by regulation and their responsibility to protect sensitive data, has been at the forefront of risk committee and technology committee formation.

A 2022 analysis of board committee evolution by the EY Center for Board Matters found that the financial services sector led the S&P 500 with 63% of financial services companies having stand-alone risk committees in 2022 compared with 11% for the S&P 500 as a whole.

The EY Center for Board Matters also found that 19% of corporate boards in financial services have technology committees, compared with 12% across the broader S&P 500. Technology committees, along with Sustainability committees, experienced the most growth among S&P 500 company boards from 2019 to 2022 compared with other committees beyond the core three. A majority of these boards charged their technology committee with oversight of cybersecurity programs as well as innovation, strategy and transformation.

With the rapid pace of change, the clock starts ticking immediately for directors the moment they retire from active executive roles. Boards comprised mainly of individuals who are no longer in an executive role can find it challenging to stay ahead of the issues of the day. This increasing need for relevance has led future-focused boards to review skill sets and experiences with increased regularity to identify gaps in competencies, while placing more emphasis on director education and upskilling.

High-performing boards are taking an evergreen approach to infuse new energy and new perspectives through refreshment. “When board members make this a career, there’s a risk of becoming stale,” said Mark Tibergien, Independent Director, Pathstone Family Office, and Advisory Board Member, Commonwealth Financial Network. “Having a process of rotation and reinvigoration is critical.”

By tapping into a network of influencers and leaders, boards can expand their search for directors who bring fresh perspectives and a depth of experience, and fully leverage their board composition and succession strategies to prepare for the future.

What we are seeing: board referral opportunities

Top recruiting profiles requested by boards

Hover over graphics for more information

A view into the companies tapping into the EY Financial Services Executive and Board Network

Circle charts show the breakdown of board opportunities, based on company type, sector and geography.
The opportunities by company type were:
- Public company with revenue of $5b+, 23%
- Public company with revenue of $1b–$5b, 10%
- Public company with revenue of less than $1b, 17%
- Private, 41%
- Nonprofit, 5%
- Mutual, 3%
- Startup, 1%
Numbers may not equal 100% due to rounding.
The opportunities by sector were:
- Banking and capital markets, 18%
- Wealth and asset management, 13%
- Technology, 13%
- Insurance, 8%
- Diversified industrial product, 7%
- Professional firms and services, 7%
- Health, 5%
- Telecommunications, 4%
- Life sciences, 4%
- Real estate, hospitality and construction, 4%
- Oil and gas, 3%
- Power and utilities, 3%
- Private equity, 2%
- Media and entertainment, 2%
- Government and public sector, 2%
- Consumer products and retail, 2%
- Automotive and transportation, 1%
Numbers may not equal 100% due to rounding.
The opportunities by geography were:
- Northeast, 32%
- Southeast, 22%
- Non-US (see details below), 13%
- Midwest, 11%
- Southwest, 10%
- Pacific, 7%
- Rocky Mountain, 4%
Of the geographies located outside of the US, the opportunities were:
- Switzerland, 2%
- UK, 2%
- Australia, 1%
- Canada, 2%
- Bermuda, 1%
- Cayman Islands, 1%
- Ireland, 1%
- Japan, 1%
- Sweden, 1%
Numbers may not equal 100% due to rounding.
Due to independence restrictions, the EY team is unable to provide this type of support to a company EY audit..
Shariatmadari, David, “A year of ‘permacrisis,’” Collins Language Lovers Blog, Nov. 1, 2022.
CEO Turnover Report, Challenger, Gray & Christmas, Inc., Dec. 21, 2023.

Summary

With the rapid pace of change, board composition is more critical than ever for effective governance and positioning companies and management teams for success.

About this article

Photographic portrait of Sarah Francis

Contributors

Kirsten Keseley

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