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Spencer Stuart’s 40th U.S. Board Index: A Milestone of Governance Insight

In a significant revelation, Spencer Stuart, recognized globally for its expertise in executive search and leadership consultancy, has published the 40th annual U.S. Board Index. This year's findings show that while corporate boards are continually evolving, the pace of refreshment has noticeably slowed. Notably, boards are increasingly prioritizing seasoned expertise in a more complex operating environment.

The latest U.S. Board Index, which serves as a milestone report celebrating four decades of governance insights, meticulously analyzes the changing dynamics within SP 500 boards regarding composition, governance practices, and trends in board refreshment. Data shows that a mere 374 new independent directors were appointed in 2025 — an 8% drop compared to last year, marking the lowest appointment number since 2016.

Julie Hembrock Daum, chair of the North American Board Advisory Practice at Spencer Stuart, commented, "For four decades, the U.S. Spencer Stuart Board Index has tracked the steady evolution of corporate governance. Boards have transformed from compliance-focused bodies to strategically engaged stewards guiding long-term value. This milestone is a reminder of how far boards have come—and how essential they remain to the strength, resilience, and success of companies."

Key Findings from the 2025 U.S. Board Index

• - Slowed Refreshment: The index noted that only 50% of SP 500 boards appointed a new independent director in 2025, down from 58% in 2024. The average turnover now sits at 0.8 new directors per board, indicating a trend towards stability at the expense of diversification.
• - Shifting Director Profiles: The new appointees are becoming older (with an average age of 59.1 years) and more experienced overall. 59% of them are retired executives, while there continues to be a focus on appointing CEOs (30%) and financial experts (29%).
• - Diversity Metrics: Despite the overall composition reflecting 50% of all SP 500 directors as women and/or from underrepresented racial or ethnic groups (unchanged from 2024), the share of new appointments from these segments decreased to 46% (down from 59%). Women comprise 38% of newly appointed directors, and 17% belong to an underrepresented racial or ethnic group. Nevertheless, nearly all boards (a striking 99%) include at least one director from an underrepresented demographic.
• - Evolving Leadership Structures: The report highlighted that 61% of boards now separate the chair and CEO roles, an increase from 48% in 2015. Independent chairs are now present in 41% of boards, up from 29%.
• - Heightened Evaluation and Disclosure Practices: The evaluation of board performance has become a standard practice, with 99% of boards conducting assessments, and 80% now disclosing a director skills matrix—more than double the share seen five years ago.
• - Rising Compensation: Average director compensation has increased by 3% to $336,352, aligning with inflation trends. The compensation structure consists of 59% stock awards and 36% cash payments.

Rebecca Thornton, co-leader of Spencer Stuart's North American Board Advisory Practice, emphasized the changing landscape stating, "In today's environment of disruption and scrutiny, refreshment and succession can’t be treated as check-the-box exercises. Every appointment is an opportunity to shape the board's ability to guide strategy, challenge assumptions, and drive long-term value."

Despite the upward pressure from investors, regulators, and stakeholders, only 22% of CEOs report receiving effective board support to navigate the complexities of the current business climate. As highlighted by co-leader George Anderson, "What defines effective boards isn't just their composition, but their leadership, relationships, and culture. Independent leaders, strong dynamics, and a culture of engaged stewardship will be crucial for board effectiveness moving forward."

The insights encapsulated in the U.S. Spencer Stuart Board Index are drawn from data collected through April 30, 2025, providing a comprehensive analysis of SP 500 governance practices based on the latest proxy statements filed between May 1, 2024, and April 30, 2025. For nearly seventy years, Spencer Stuart has been the trusted partner for organizations worldwide in making critical leadership decisions that resonate across their enterprises and surrounding communities. This foundational guide remains vital as businesses continue to navigate the ever-evolving landscape of governance and organizational effectiveness.

About Spencer Stuart

Spencer Stuart is an esteemed, privately held firm since 1956, focused on leadership advisory services. With over 70 offices across more than 30 countries, their promise is entrenched in delivering knowledge, insights, and results through dedicated expertise. Their priority spans senior-level executive searches, board recruitment, and leadership consultancy tailored to fit the dynamic needs of their clients, from multinational corporations to emerging ventures and non-profit entities. For additional details, visit www.spencerstuart.com.