Shareholder activism is expected to remain strong amid continued geopolitical and economic uncertainty. With this in mind, we surveyed more than 360 directors of U.S. public and private company boards to understand how boards prepare for and respond to activist campaigns and explore how individual directors assess and engage with activist slates.
Public boards tend to engage with activist investors — and appoint their recommended directors
A majority of respondents (53%) have served on a board approached by an activist investor, a figure that rises to 65% among public company directors. When faced with an activist, 91% of public directors said their board engaged with the investor. A striking 44% said they added directors identified by the activist, and 40% reached a settlement.
Most public boards turned to outside advisers when approached by an activist investor: 86% of public directors said their board engaged an investment bank or outside financial adviser (up 22 percentage points from 2023), and 81% consulted a law firm.
What types of advisers did your board engage with?
A majority of public directors feel their boards are prepared for activist situations
Nearly two-thirds (65%) of public directors view their boards as prepared for activist situations compared with only 7% who said their board was vulnerable. Nearly one-third (29%) of public board directors were neutral about their board's preparedness for an activist situation.
When asked how they prepared for potential activist investor situations, 63% of public directors said they identified advisers and 62% enhanced shareholder engagement practices.
Notably, compared to our survey on activism conducted two years ago, the share of public directors who say they conduct tabletop exercises dropped by 12 percentage points, from 55% in 2023 to 43% in 2025. And just 30% said they upgraded board assessments compared with 46% in 2023.
How has your board prepared for potential activist situations (2025 vs. 2023)?
* For example: Analyze business and governance vulnerabilities as an activist might, etc.
Directors are willing to join activist investor slates but few are approached
While board directors are generally willing to join an activist’s slate — 49% said “yes” — just 20% of public and private company directors we surveyed were contacted to join an activist’s slate. Of that 20%, fewer than one in four (18%) ultimately joined the company’s board — most often through a settlement agreement (77%).
While public company directors are more than twice as likely to be approached (24%) than private company directors (10%), private company directors show more interest overall. Over half (58%) said they would consider joining a slate compared with 44% of public company directors.
Directors are more likely to join activist slates when they see strategic alignment, an opportunity for change and credible plan for value creation
When asked what company-specific factors would influence their decision to join an investor slate, respondents overwhelmingly said belief in the activist’s strategy for the company (91%) and the opportunity to drive meaningful change (81%).
What company-specific factors would influence your decision to join an activist investor’s slate?
A majority of directors said they are more likely to join an activist’s slate if the investor presents a clear and compelling value creation plan (81%), was constructive and collaborative (68%) and has a clear rationale for refreshing the board (61%).
What are the top characteristics an activist investor must have for you to consider joining their slate?
When asked why they would decline an activist offer, the top two reasons were disagreement with the activist’s approach (57%) and concern about reputation (56%). Public company directors expressed significantly higher concerns about reputation (60%) than private company directors (43%).