November 28, 2023
CFOs on Corporate Boards: The Latest Trends
Financial expertise remains one of most sought-after characteristics of new board directors, according to findings in the 2023 U.S. Spencer Stuart Board Index. At the same time, there is some nuance to board index data when it comes to finance executives on boards. Only 25% of Fortune 500 CFOs sit on a corporate board, and while retired CFOs comprise more than one-third of audit committee chairs, active CFOs make up only 5%.
Spencer Stuart recently brought together a large group of audit committee members, chairs and CFOs for a discussion about changes we are seeing in the boardroom affecting QFEs, ranging from board composition to director compensation among S&P 500 companies. Below we take a closer look at some of these trends we discussed at the event.
1. The need for financial expertise is high… Interest in financial expertise on corporate boards has never been higher, an idea buttressed by our 2023 survey of nominating/governance committee chairs. Some of this is cyclical —as the landmark Sarbanes-Oxley Act of 2002 just turned 20, the second generation of financial experts is now rolling off boards — however the need for and interest in financial expertise on corporate boards of directors has never been higher, as companies seek to navigate a challenging and ever-evolving economic environment.
2. …but opportunities are limited. The pace of turnover on boards is always slow, and in fact it slowed even more in the past year: The average number of new directors per new board in the S&P 500 was 0.79, a drop from the previous year. Boards are evolutionary creatures; not many directors leave boards in any given year, and not many are added. Even with increasing pressure from investors (both institutional and activist), legislators and more, board openings remain relatively rare. Furthermore, a focus on other board imperatives (including DE&I and sustainability) have impacted searches for open positions in the past several years. Meanwhile, active CFOs are facing ever-increasing demands on their time in their primary positions, as the scope of the CFO position widens, making it more challenging to balance their day-to-day increase with board responsibilities.
3. Boards are looking for diverse experience. Yes, boards today are forced to have a handle on a wide range of topics in their corporate oversight — talent, marketing, diversity and inclusion, sustainability, and technology and cybersecurity are just a few of the issues. Yet generally speaking, according to our nominating/governance survey, most boards are not prioritizing “specialist” candidates to address those issues. Rather, we more commonly see that the qualifications in specialized areas need to be in combination with other expertise for top candidates.
4. The role of the audit committee on the board is increasing in importance and scope. Almost two-thirds of S&P 500 audit committee chairs have a finance background; 40% are active or retired finance executives. Yet audit committees are seeing their oversight expand; 5%, for example, oversee ESG. Of the three NYSE-mandated board committees, audit meets by far the most, according to our index — an average of 8.2 meetings in 2023, compared to 5.8 for compensation and 4.6 for nominating/governance. In our recent pulse survey of corporate directors, almost half of public company audit committee members reported spending six or more hours per month on committee duties. All in all, the signs point to audit committees’ growing purview.
***
The continued need and desire for financial expertise remains a key theme for corporate boards. While the level of demand will ebb and flow over time, our experience working with boards has shown that finance expertise will remain highly sought-after by boards.