The full text of each chapter is below; the PDF adds the tables and the endnotes.
Chapter 1
Who joins the boards of major companies
Each year's class of new directors shows where board seats go, and to whom.
Public data on new directors comes from proxy statements, which companies file each year, and from annual counts by search firms such as the Spencer Stuart Board Index and the Heidrick & Struggles Board Monitor.
S&P 500 boards appointed 364 new independent directors in 2026, out of 5,204 directors in all. Half of the boards added at least one new independent director, and turnover was 7%.
Chief executives were 37% of the new directors, the highest share since 2012. Chairs, presidents and chief operating officers were another 5%, and 64% of the class brought chief executive or financial experience.
Financial backgrounds accounted for 27% of the class: chief financial officers and other financial executives 12%, investment managers and investors 8%, bankers 4% and public accounting executives 4%. Functional leaders were 13%, and line and division leaders 7%.
Retired executives were 54% of the class, and active executives 46%.
A second count, of the 383 Fortune 500 seats filled in 2025, shows a similar pattern: 51% of the new directors had chief executive experience and 21% chief financial officer experience, and 52% were active executives.
Chapter 2
The routes in
Six broad routes lead to the board of a major company, and each brings something boards say they need.
Operating executives. Chief executives, sitting and retired, were 37% of new S&P 500 directors in 2026. A study of Fortune 1000 appointments found that chief executives are more likely to obtain outside directorships when the companies they lead perform well, and another found that chief executives are more likely to join the boards of large established firms near their own.
Chief financial officers and financial executives. 42% of S&P 500 audit committee chairs in 2026 were financial executives, chief financial officers or treasurers, and 65% had financial backgrounds. 45% of new Fortune 500 directors in 2025 joined audit or finance committees.
In a 2024 Deloitte survey of 200 chief financial officers, only 3% said they did not wish to sit on a board; the most common reason for wanting a seat, given by 22%, was a bigger say in shaping a company's strategy. In 2017, 250 chief financial officers at 673 large U.S. companies, or 37%, served as directors of another company, 143 of them on a public company board.
Functional leaders. Heads of functions such as human resources, marketing and technology were 13% of new S&P 500 directors in 2026, against 21% in 2021. 6% of new Fortune 500 directors in 2025 had served as a chief technology, information, data or AI officer.
Investors. Investment managers and investors were 8% of new S&P 500 directors in 2026, and private equity or investment management was the industry background of 9%. Investors were 14% of independent S&P 500 board chairs and chaired 9% of audit committees.
Professional services. Public accounting executives and bankers were each 4% of the 2026 class, and public accountants chaired 9% of S&P 500 audit committees.
Public service and academia. Directors from academia served on the boards of about 40% of S&P 1,500 companies between 1998 and 2011. Retired generals and admirals held 1% of S&P 500 board seats in 2024, and 8.8% of S&P 500 companies had at least one on the board.
Chapter 3
Timelines and age profiles
A board seat comes late in a career, and once held it can last many years.
New S&P 500 directors averaged 60.1 years of age in 2026; the youngest was 29 and the oldest 77. First-time directors averaged 57.1.
10% of the 2026 class were aged 50 or younger, against 16% in 2021, and 86% of these younger directors were actively employed.
Sitting independent directors averaged 63.8 years of age, with a median of 65, and 7.9 years of tenure. The directors who left S&P 500 boards in 2026 averaged 67.5 years of age and 11.3 years on the board.
63% of S&P 500 boards set a mandatory retirement age for directors, against 73% in 2016. The average is 74.4, and 63% of the boards with a policy set it at 75. 11% of boards have term limits, averaging 14.8 years.
The commitment is long. Spencer Stuart advises candidates to expect at least five to seven years of service, and Heidrick & Struggles describes a commitment of at least five years, often nine, ten or more.
Seats come up slowly. Heidrick & Struggles found an average of 2.3 years between board appointments at Fortune 500 companies, and an average board tenure of 7.7 years.
Chapter 4
What nominating committees look for
Boards publish the skills they have and the skills they want, and directors say how they choose.
U.S. disclosure rules ask companies to describe how the nominating committee identifies and evaluates director candidates and any minimum qualifications it applies, and, for each director, the experience, qualifications, attributes or skills that led to the conclusion that the person should serve.
Many boards set this out as a skills matrix: 80% of S&P 500 boards included a director skills matrix in their proxy statements in 2026, up from 45% in 2021.
In 2025, 86% of Fortune 100 companies disclosed cybersecurity as an area of expertise that a director has or that the board seeks, up from 53% in 2019, and 44% mentioned AI in their description of director qualifications, up from 26% in 2024.
Audit committees set a specific test. The disclosure rules define an audit committee financial expert by attributes such as an understanding of generally accepted accounting principles and financial statements, experience preparing, auditing, analyzing or evaluating comparably complex financial statements, and an understanding of internal control over financial reporting.
In PwC's 2026 survey of 599 directors, the criteria most often rated very important for the next board candidate were culture fit (81%), time availability (75%), committee needs (62%) and executive leadership (58%). Prior board experience was rated very important by 19%.
71% of the same directors named AI as the skill their board most needs to strengthen.
Chapter 5
First boards: private and nonprofit
Smaller and private boards build board experience before a seat at a major company.
Board experience counts. 74% of the Fortune 500 seats filled in 2025 went to people with prior public board experience, and those directors had served on an average of three public and three private boards before their appointment.
Spencer Stuart's guide for prospective directors suggests that serving on the board of a smaller company may be a logical first step.
Private companies look for independent directors. Nearly 90% of the private-company directors in KPMG's 2023 survey said their board had at least one, and they valued independents most as a sounding board for the chief executive (77%), on strategy (75%) and in balancing the views of management and owners (74%). Private-company directors report about 150 hours a year on their most complex board.
In BoardSource's 2023 survey, 94.4% of nonprofit executives said they identify new board members through personal or professional connections; 22.7% posted open calls, and 7.1% used search firms.
In 2021, 73% of nonprofit boards used three-year terms, and 54% had both terms and limits on consecutive terms.
What each kind of first board gives
- A private-company board: a board seat, committee work and a chief executive to advise.
- A smaller public company: public governance experience on a smaller board.
Chapter 6
Networks and search firms
Board seats are filled through people who know the candidate, and through firms that search for them.
In a study of 9,801 director appointments from 2003 to 2014, 69% of new directors had professional ties to the board they joined, a group that made up 13% of all potential candidates.
Where companies disclosed who recommended a new independent director (5,235 directors appointed from 2010 to 2020), search firms had recommended 44%, current independent directors 30%, and the chief executive and other executives 20%.
The proxy rules ask companies to state who recommended each new director candidate, such as a non-management director, the chief executive, another executive officer or a third-party search firm, and the function of any third party paid to identify or evaluate candidates.
In a 2023 survey of governance professionals, 66% in North America said their board uses an executive search firm to identify potential director candidates, against 80% in Europe.
Boards generally do not advertise their seats. Spencer Stuart notes that boards generally do not announce when they are looking for directors, or disclose which candidates they are considering, and that candidates need people in the boardroom who will speak on their behalf.
Heidrick & Struggles reports an NACD survey in which nearly 70% of directors said their board had used personal networking or word of mouth to identify candidates.
Chapter 7
Many paths to the boardroom
Boards draw on more than one kind of career, and the mix changes from year to year.
Chief executive and financial experience together accounted for 64% of new S&P 500 directors in 2026. The rest of the class came from other careers, among them functional leaders (13%), investors (8%) and line and division leaders (7%).
The share of first-time directors changes from year to year: 24% of the 2026 S&P 500 class, against 31% in 2025 and 34% in 2024. 55% of the first-time directors brought financial experience or functional expertise, and 34% were financial executives.
Industry backgrounds vary. Technology and telecommunications, and industrials and manufacturing, each accounted for 17% of the 2026 class; consumer companies 15%; private equity and investment management 9%; and financial services 8%.
Active executives serve too: 62% of first-time S&P 500 directors in 2026 were actively employed, against 40% of new directors with prior public board service.
What boards ask for shifts as well: the share of Fortune 100 companies naming cybersecurity as a director skill had or sought rose from 53% in 2019 to 86% in 2025.
Careers represented among new S&P 500 directors, 2026
- Running a company: chief executives 37%; chairs, presidents and chief operating officers 5%.
- Finance: financial executives 12%, bankers 4%, public accounting executives 4%.
- Investing: investment managers and investors 8%.
- Heading a function or a business line: functional leaders 13%, line and division leaders 7%.
Chapter 8
What the data shows at each career stage
The data differs early, in the middle and late in a career.
A board describes each director's record in its proxy statement: the experience, qualifications, attributes or skills that led to the conclusion that the person should serve.
Early and in mid-career, the record is built in operating and functional roles. Profit and loss responsibility, finance and functional leadership are among the backgrounds of new directors, and 10% of new S&P 500 directors in 2026 were aged 50 or younger.
Sitting executives serve with their employer's agreement. 32% of S&P 500 boards limit the outside public boards their chief executive may serve on, 71% of those to one, and 56% of S&P 500 chief executives serve on no outside board. Spencer Stuart advises candidates to confirm their employer's support before pursuing a seat, and Heidrick & Struggles notes that an active executive will probably be able to serve on only one board.
Late in a career and after it, retired executives were 54% of new S&P 500 directors in 2026, and 17% of the chief financial officers in Deloitte's 2024 survey wanted a board seat for the experience it gives for boards after retirement.
At each stage, time is part of the decision. Public-company directors report about 321 hours a year on their most complex board, and 75% of directors in PwC's survey rate time availability as very important in a candidate.
What the data shows by career stage
- Aged 50 or younger: 10% of new S&P 500 directors in 2026.
- Mid-career: skills matrices name areas such as financial expertise, technology and cybersecurity.
- Senior executive: Spencer Stuart's guide suggests the board of a smaller company may be a logical first step.
- Chief executive: 32% of S&P 500 boards limit their chief executive's outside public boards, 71% of those to one.
- After an executive career: retired executives were 54% of new S&P 500 directors in 2026.
Chapter 9
What the data does not support
Some assumptions about board seats, set beside the data.
That only chief executives are chosen. Chief executives were 37% of new S&P 500 directors in 2026; financial executives were 12%, functional leaders 13%, investors 8%, and line and division leaders 7%.
That a seat waits for retirement. Active executives were 46% of new S&P 500 directors in 2026, and 62% of the first-time directors were actively employed.
That prior board experience is required. 24% of new S&P 500 directors in 2026 had not served on a public company board before, and 26% of the Fortune 500 seats filled in 2025 went to first-time directors.
That a seat takes little time. Public-company directors report about 321 hours a year on their most complex board, and private-company directors about 150.
That a seat is asked for. Spencer Stuart's guide distinguishes expressing interest in a board seat, which can open doors, from asking to be put forward, which will almost certainly close them.
Board classes, Spencer Stuart notes, do not automatically qualify a candidate for board service.
The assumption and the data
- Only chief executives: 37% of new S&P 500 directors in 2026 were chief executives.
- Only retired executives: 46% were active executives.
- Prior board experience required: 24% of new S&P 500 directors in 2026 were first-time directors.
- Little time: about 321 hours a year on the most complex board.
