Seeking a corporate board seat
Securing a seat on a corporate board requires more than just qualifications —it demands careful consideration and thorough preparation
Take the first step – Ask yourself the following questions
- Why do I want to be a director?
- What value can I bring to a board?
- Can I commit the amount of time needed?
- Will my current employer support taking a board role?
- What kind of company do I want to serve?
- What is my timeframe?
- Do my previous or current business relationships pose any independence issues?
Understand what boards are seeking
According to our Annual Corporate Directors Survey, directors overwhelmingly say that financial expertise is the most important skill needed on the board, followed by risk management, operational and industry expertise.
However, when we recently asked C-suite executives what skillsets they would like to see added to their boards in the next 3-5 years, they had emerging areas of oversight including environmental/sustainability, AI and GenAI, and IT/digital expertise at the top of their wish lists. So, while financial expertise will always be valuable to boards, there are other sought-after skills that may be in higher demand.
Turnover on boards is historically low (around 7% annually), but nearly one-third (31%) of new independent directors at S&P 500 companies are serving on their first public company board.
Executives’ wish list for new board expertise
Base: 599
Source: PwC and The Conference Board, Board effectiveness: A survey of the C-suite, Forthcoming.
Build your experience and brand
As you strive to land a board seat, it is essential to evaluate your readiness and suitability for such positions. Questions to ask yourself:
- Why is my brand so important?
- How strong is my brand?
- Have I authored industry articles/periodicals? Have I spoken at conferences? Have I been active on social media?
- What experience do I have on boards (including not-for-profit boards)?
- What experience do I have in the boardroom — reporting to a board or board committee?
- How current is my knowledge of board hot topics? How well do I understand the full scope of board responsibilities?
- How am I keeping my skills current and aligned with market demands?
Conduct your search
Network, network, network — overwhelmingly, personal recommendations lead to director opportunities
- Spread word of your interest — including to your CEO
- Connect with sitting directors you know
Know the director independence requirements and determine whether you would qualify as independent
- Understand the different independence requirements of NYSE versus Nasdaq
Understand the role of director search firms
- If your CEO supports your search, it can be valuable for him or her to reach out to the board search firm on your behalf
- Consider connecting with search firms you’ve hired in your executive roles
Review proxy statements of companies you’re interested in
- What types of people are on the board? What skills do they bring? Are there any gaps I could fill? How are they describing their board skills?
- Review shareholder proposals included in the proxy
Sources directors use for new candidates
Base: 679
Source: PwC, 2022 Annual Corporate Directors Survey, October 2022.
Do your due diligence
Take the time to delve deeper into the reputation of the company, its management team and directors. Gain an understanding of the major advisors involved, including external auditors and outside legal counsel. You may also want to familiarize yourself with the company’s director protection measures including limitations on liability, indemnification policies and the extent of coverage provided by directors and officers (D&O) insurance. Conducting this due diligence will provide valuable insights and prepare you for the interview. If you are offered a board role, it’s important to exercise careful consideration before accepting.
Prepare for the interview
To prepare for the interview, it is crucial to conduct thorough research and gather relevant information. Start by reviewing the company’s website and reading corporate filings to gain knowledge about the business, performance and strategy. Stay updated by subscribing to a newsfeed for the company or industry. Additionally, research the company to understand its public perception and reputation, as well as its position among its peers. Gain an understanding of the major shareholder base and the overall composition of the board. Prepare thoughtful questions that demonstrate a long-term perspective. Lastly, consider potential disruptive forces that may impact the sector.
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