WCD Nominating & Governance Committee Peer Exchange

Summary

On March 16, 2026, Women Corporate Directors (WCD) convened virtually for the Nominating & Governance Committee Peer Exchange for a discussion on In a World of Accelerated Change, How Are Nominating & Governance Committees Setting Priorities? 

The panel included Shellye Archambeau, Director, Verizon, Roper Technologies, Lineage, Inc, Okta, Inc; Founder, Ignite Ambition; WCD Tampa; Tierney Remick, Vice Chairman, Co-Leader, Board & CEO Services, Korn Ferry; Ann Ziegler, Chair, Wolters Kluwer N.V.; Director, US Foods Holding Corp, Reynolds Consumer Products Inc; WCD Chicago; and was moderated by Denise Jackson, Director, Tractor Supply Co; WCD Arizona. Christine Edwards, Chair of the WCD Nominating & Governance Committee Peer Group Steering Committee; Director, BMO, Rush University Medical Center; WCD Chicago, also led a breakout room discussion.

The panel focused on the role and importance of Nominating and Governance (NomGov) Committees in setting strategic priorities and keeping the board relevant and refreshed. Panelists emphasized that by shaping both a high-performing board and management team, NomGov Committee members play a critical role in influencing a company’s long-term trajectory. They also highlighted several other themes, outlined below.

Board Composition, Refreshment, and Succession Planning

“Process is your friend.”

Effective board composition is an on-going process that requires continuous self-assessment and proactive management. Panelists shared several suggestions on how to approach this: 

• Creating two skills matrices, one for the proxy and one for internal use, allows boards to track “a broader range of items including financial expertise, international experience, but also things like recency in an operating role and diversity elements.” Having a dynamic and constantly reviewed skills matrix will help maintain a fresh and effective board. The panelist suggested the matrix be reassessed after every board strategy meeting to ensure it reflects current priorities.
• The panel acknowledged the value of long-tenured directors, including their institutional knowledge and historical context of the company, but stressed the need for structured board refreshment processes to avoid complacency and incorporate new perspectives. Rather than applying strict term limits, one panelist shared her preferred approach of tracking average board tenure, with a suggested target range of six to seven years. With this approach, high-performing board members may serve longer, but boards should balance this by bringing in new directors to maintain an appropriate average tenure and keep the board fresh. Panelists also noted the benefits of having upfront conversations with underperforming board members or those whose skills are no longer as relevant, allowing them to step down and shape their own narrative in a dignified way. 
• An “evergreen process” of continuous networking and candidate pipeline development allows boards to build relationships long before a vacancy exists and effectively compete for top-tier talent. Retained search firms can be valuable partners not just for specific placements, but for market intelligence, long-term talent mapping, and benchmarking the board’s current composition against industry best practices.
• Balancing general operating and business experience with specific, specialized expertise, such as an AI expert, is also important. “You want somebody who brings more to the party. They may have a specific subject matter expertise, but they should also have broader experience so they can continue contributing even when that is no longer the hot topic of the day.”

Diverse Perspectives on the Board 

“It felt critically important for me to drive diversity on boards, and I thought the best way to do that was from the NomGov Committee, ideally as chair.”

Panelists discussed recent board diversity trends and underscored a shared view that diversity is not a “check-box” exercise, but a strategic imperative that improves decision-making and performance. They pointed to recent Equilar data showing a decline in the number of women being appointed to open Russell 3000 board seats. While projections in 2023 estimated that Russell 3000 boards would reach gender parity in 2033, current trends have pushed that timeline to 2044. The discussion highlighted that an effective way for NomGov Committees to ensure diversity is to embed it into the Committee’s core processes and mission. Panelists shared examples such as integrating diversity goals into the skills matrix and ensuring recruitment methodologies cast the widest net possible. One panelist noted, “It’s also why I encourage women who are on boards to get on NomGov Committees. It is not a matter of needing pressure from the outside right now. It was great when we had it, and we’ve made huge strides… But if we don’t use our voices to make sure this continues, then shame on us.”

CEO and C-Suite Succession

“To me, there’s nothing more important than the selection of a CEO.”

Given the high rate of CEO turnover and the accelerating pace of change, the panelists emphasized that succession planning can no longer be reactive. They stressed that CEO–and increasingly broader C-suite–succession should be an ongoing strategic priority for NomGov Committees. “Considerations should include what skills the business needs, how the team is performing, and how the company is accelerating the readiness of leaders,” one said. Best practices include maintaining a continuously evolving CEO job description or matrix that is benchmarked against the company’s future strategy. The Committee should annually assess internal candidates, and also be prepared for the possibility that they may not be interested in the CEO role, necessitating a robust roster of options. 

The use of search firms can help compare internal candidates against the external talent landscape and provide market perspective. The panel consensus was that boards “tend to be slow to act when a change in CEO leadership is required,” often waiting too long to make a change due to a perceived sense of risk or instability. In retrospect, many boards realize they should have initiated the transition sooner.

Driving Company Culture

“The board’s responsibility is to act as the guardian of company culture.”

The board plays a critical, yet indirect, role in maintaining a healthy corporate culture. The panelists agreed that the board’s primary and most powerful lever on culture is the selection of the CEO. “The biggest reference you have for what kind of culture the CEO will create is the culture they created and the job they had before. People really don’t change that much.” 

Panelists also highlighted several ways for the board to monitor culture, noting it should always be done with the full knowledge and support of the CEO:

• Employee Surveys: Analyzing employee engagement and satisfaction surveys, with particular attention paid to write-in comments and qualitative feedback.
• C-Suite Interactions: Regularly interacting with management to gain a broader perspective on the organizational climate and operational execution.
• Attending Company Meetings or Events: By attending all-hands meetings or kick-off events, board members can “get a sense of the next generation talent, seeing them present, seeing them engage with the team members.”

Conclusion

For NomGov Committee members, it is important to adopt a forward-looking approach to board leadership. “Most boards have been designed for the challenges of the past. I think our job as chairs of NomGov Committees is to make sure we are building a board to address the challenges and opportunities of the future.” This work requires active effort and strong leadership and proactively managing your board. As a panelist concluded, “You should be prepared to help drive strategic succession with people who have a vision towards the future versus people that are thinking about the role from when they may have held it five to ten years ago. And so it has a ripple effect when the board is thinking about what are the challenges moving forward, what are the needs of the organization from a leadership perspective, and how to continue to affect change.”

 

Additional Resources:

CEO & Board Survey 2025: Risky Business, Korn Ferry

Board Chair of the Future: From Oversight to Foresight, Korn Ferry