Building a disciplined approach to board refreshment is a top board responsibility, alongside ensuring the right CEO is at the helm. It is difficult—if not impossible—for a board to fulfill its other responsibilities well if it neglects this key area.
Fittingly, two consistent themes we’re seeing emerge in board evaluations recently have been the need to focus more on succession planning and refreshment at the board level and to place greater emphasis on ensuring there is a robust leadership-talent pipeline for the CEO and other key roles. Looking at the rapid shifts in the external landscape, this is not surprising.
Regarding the first trend, directors who are retired senior executives face an increasingly shorter half-life for the direct relevance of their experience, and playbooks are quickly becoming out of date. In addition, most companies are being propelled into new terrain in order to seize opportunities or mitigate risks, which requires them to rethink the experience mix at the board level to help ensure good governance and create the biggest competitive advantage.
With AI now established as a business-critical function and widening societal concern around privacy, boards are recognising the need to find directors who can help them navigate the world of AI and cybersecurity. They are also seeking individuals who bring expertise in adjacent industries relevant to business strategy or those who have successfully navigated seismic operational challenges facing the company.
Current and recently retired CEOs remain an increasingly sought-after option, and most boards seek to have more than one in the mix. Unless there is a push to expand the size of the board, these moves require trade-offs regarding what experience will not be as strongly represented on the board, and those with more narrow résumés are less sought-after, especially if not central to the business.
Too frequently, the topic of succession at the board and C-suite levels is sparked by the imminent departure of the current CEO or due to key directors rapidly approaching age or term limits. Optimally, succession at the board and C-suite levels should be an evergreen process: proactive, strategic, and built into the ongoing agenda of the appropriate committee and occasionally the full board.
A nuanced, tailored approach
For board refreshment, moving from leveraging these blunt instruments that force a conversation to a more nuanced and tailored approach allows boards to fine-tune their experience mix to best suit the emerging needs of the company and stakeholders.
It involves focusing on average tenure, highlighting the types of experience and skillsets that will be the most relevant moving forward, seeking to balance historical perspective with fresh eyes, and accepting that some directors should and will remain longer than others, even if all are highly engaged and responsible.
Approaching succession proactively and consistently creates multiple lenses for boards to see potential risks more clearly. For instance, continuing to articulate what is needed in leadership at the board and company levels allows directors to recognise when a shift in strategic direction, major acquisitions, or competitive threats have significant implications for the capabilities and experience needed in the next CEO and new directors.
Boards can also anticipate and proactively manage the potential timelines of different leadership transitions. You usually don’t want the key players at the board and committee levels or the executive team sailing off into the proverbial sunset at the same time, but it can happen unless proactively averted. Finally, boards navigating the upcoming transition to a new CEO can identify experience or capabilities that should be added to the board to offset any gaps in the successor and help increase their chances for success in the role.
Nominating and governance committees are starting to look at the relative difficulty in recruiting directors with targeted industry or other experience, thus prompting them to adjust their timeline in starting conversations with potential board members so they have time to build their director pipeline rather than needing a swift reaction to upcoming departures. Recruiting several years in advance allows flexibility regarding start dates to meet candidate needs and considerably improves the quantity and calibre of the pool, as it is not always clear who might have been available until they have already committed to a new board.
While board refreshment ensures fresh perspectives, proactive board development helps extend the relevance of current board members. More boards, CEOs, and executive teams are recognising the value of targeted education for directors. This is not to try to make everyone experts on a topic but to ensure there is a sufficient base level of knowledge on topics that matter, such as AI, external trends, or complex aspects of the business.
It can be hard for boards whose members have taken their eye off of refreshment to know where to start to get back on track, as this will inevitably lead to some challenging conversations with individual directors, including those in leadership roles, regarding the need to make room for others. The postponement of difficult conversations increases the emotional complexities of initiating them. However, anchoring on a well-articulated company strategy, along with an objective board assessment that includes input from the executive team and individual director feedback, will help provide a North Star along with a realistic assessment of where there are gaps.
Ensuring a robust, disciplined, and engaged nominating and governance committee and committee chair will then help the board begin to evolve at pace.
Deb Rubin is senior partner and head of CEO and Board Services at leadership consultancy RHR International.



