Spencer Stuart Board Index

Fewer actively employed executives joining outside boards than
in the past
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More than half (53%) of new independent directors are active senior executives and professionals. Over
the past decade, we have seen a decline in the number of actively employed executives taking on outside
board appointments; active executives made up 59% of new directors in 2011 and 66% a decade ago.
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Only 19% of new independent directors are active CEOs, chairs, presidents and chief operating officers,
compared with 24% in 2011, 29% in 2006 and 49% in 1998, the first year we looked at this data for
S&P 500 companies.
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With fewer active CEOs taking new outside board roles, we have seen a rise in the representation of
active corporate executives a level or two below the CEO among new independent directors. Corporate
executives such as division and subsidiary presidents and line and functional leaders now make up 23%
of new independent directors, compared with 21% in 2011.
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Active executives with financial backgrounds (CFOs and other financial executives, as well as investors
and bankers) represent 15% of new independent directors this year, an increase from 12% last year.
Another 10% of new directors are retired finance and public accounting executives.
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Among the 36 new independent directors classified as line and functional leaders, 16% are
technology executives.
One-third of new directors are serving on their first outside
corporate board
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Nearly one-third of new independent directors (32%) are serving on their first outside board. This
represents an increase from 26% last year, but a decrease from 2014 when 39% of new directors were
first-time board members, the largest influx of first-time directors we have seen since we began tracking
this data in 2006.
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First-time directors are more likely to be actively employed than new directors with previous board
experience: 68% of first-timers are active executives compared with 27% of experienced directors.
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Current or retired CEOs are more likely to have outside public company board experience, defined as
membership on a board other than their employer’s board. Only 24% of new directors who are current
or former CEOs are serving on an outside board for the first time.
Nearly one-third of new directors are women
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» Female representation among new directors rose to 32% in 2016, from 31% in 2015 and 21% in 2011. This is
the highest rate of female representation since 1998 when we began tracking this data for the S&P 500.
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New female independent directors are more likely than their male counterparts to be line and functional
leaders; 20% of women are in line or functional roles, compared with 6% of male directors. Another
18% of female directors are division or subsidiary presidents, versus 10% of male directors. By contrast,
male directors are significantly more likely than female directors to be active or retired CEOs and other
top leaders: 47% versus 18%.
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28% of new directors have global professional experience — defined in this report as having worked at
an international location — compared with 35% in 2015. New directors have working experience in
diverse global locations, including Africa, Asia, Europe and Latin America.
board index 2016 11