Boards are entering a new phase of governance defined by rapid technological change, increasing external volatility and rising expectations around board capabilities.
Spencer Stuart’s 2026 survey of 65 S&P 500 and MidCap 400 nominating and governance (nom/gov) committee chairs shows an increasing focus on aligning board composition, succession planning and director development with evolving business priorities, particularly in areas such as AI, transformation and emerging risk oversight.
The nom/gov committee is instrumental in ensuring boards have the talent, structure and focus to keep pace with accelerating change.
AI oversight joins core governance priorities
Board composition once again ranked as the top priority for nom/gov committees, rising to 77% in 2026 after dipping to 74% in 2025, followed by CEO succession planning (52%).
Top three priorities for nom/gov committees over the next three years
* First year an option
When asked about their board’s current board succession planning practices, 85% of respondents said that they have a formal plan in place; 79% said the plan is reviewed annually, while 14% conduct reviews on an ad hoc basis.
For the first time, we asked about AI oversight and ownership, which emerged as a top three priority (42%) on the 2026 nom/gov committee governance agenda. This is perhaps unsurprising as AI has evolved from a niche technology issue into an enterprise-wide governance concern. Among respondents who identified AI oversight as a priority, just over half (52%) said responsibility currently sits with the full board, 41% said the audit committee and 15% cited either the risk committee or nom/gov committee.
While AI is embedded in the governance agenda, boards continue to take varied approaches to assigning oversight responsibility. As AI becomes increasingly integrated into business strategy, risks and operations, boards will need to formalize clear, consistent accountability models to avoid gaps in oversight.
Board director refreshment is becoming capability-driven
As of 2026, the overall share of nom/gov chairs who believe a director should be replaced remains consistent (28%). However, the rationale reflects a clear shift in how boards assess effectiveness.
- “Too long of tenure” continues as the overwhelming top consideration, cited by 67% in 2026, up from 57% in 2025.
- “Skills/expertise no longer current” increased sharply from 9% to 33%.
- “Skills/expertise no longer relevant to the board” held steady at 22%.
- “Cultural mismatch” declined from 26% to 11%.
Top five reasons directors should be replaced
* Question first an option in 2025
Looking ahead, boards expect refreshment to be primarily driven by:
78%
Adding new skills to the board
69%
Retirement or term limits
29%
Applying evaluation results
20%
Replacing directors with outdated skills
Ultimately, boards are increasingly focused on capabilities gaps as the trigger for refreshment.
Board recruitment sharpens focus on specific expertise
Once again, CEO experience is the top recruiting priority for new board members. Notably, 31% prefer a retired CEO, up from 17% in 2025, highlighting the increasing time commitment required of directors. This shift also reflects the reality that sitting CEOs increasingly are limiting their outside board service or not serving on any outside boards. At the same time, boards are sharpening their focus on specific types of expertise:
Top five director recruiting profiles
* First year an option
Within digital expertise, AI is deemed most important by 73% of respondents compared to 33% in 2025. All other categories — data analytics, e-commerce, software/SaaS — trail significantly. These findings are consistent with insights from our 2025 Measure of Leadership survey.
Notably, 22% of respondents said that enterprise transformation experience was a recruiting priority — tied for fifth place with global perspective/experience.
Director onboarding is a critical pillar of board effectiveness
As boards place greater emphasis on recruiting directors with specialized expertise, the ability to onboard them effectively becomes increasingly vital. Most respondents (95%) reported having some level of structured onboarding. When asked about the primary challenges their boards face in delivering effective director onboarding, 42% said time constraints for new directors and 31% said insufficient exposure to company operations/site visits.
The best onboarding programs are tailored to the individual director, supported by the full board and led by a designated onboarding leader, such as the corporate secretary. Clear guidance on priorities, sequencing and timelines can keep the process organized and on track.
External pressures are reshaping board education priorities
Boards are facing a growing array of external pressures that continue to shape their board agenda in 2026. The most frequently cited are regulatory or legal uncertainty (42%), technology/AI risk and oversight (35%), geopolitical volatility (32%) and macroeconomic instability (31%).
These pressures are reflected in board education and training priorities. Notably, 92% of nom/gov chairs cited tech/digital as a key focus — up from 75% in 2025. More than half (55%) cited industry trends/emerging issues, which is consistent with 2025 results. Regulatory developments were cited by 28% of respondents, compared with 25% in 2025. Meanwhile, geopolitics remained consistent year over year at 22%.
Top five topics for board development, training and education
The alignment between external pressures and training priorities underscores the important role of the nom/gov committee in ensuring the full board has the right skills and access to the right experts to fully exercise their oversight responsibilities.
As the challenges, risks and technological changes companies face continue to grow in magnitude and complexity, nom/gov committees will be challenged to lead the board’s evolution in skills, expertise and governance processes so it can oversee new and emerging risks.