2025 Inside the Public Company Boardroom

The oversight responsibility of boards and directors has become increasingly complex amid changes to the political, geopolitical, and economic environment that are expanding the board agenda. The NACD 2025 Trends and Priorities Survey, featured in the 2025 Governance Outlook report, found that directors believe their oversight role has become ever more challenging in a business environment defined by rapid change and replete with more severe crises and shocks.

There are several levers that boards can pull to tackle the rising demands placed on them, each with their own constraints that should be considered. Boards face these challenges with the finite resource of director time. Director time commitment can only increase up to a certain point, and, in fact, the 2025 Trends and Priorities Survey found that annual independent director time commitment has increased from less than 250 hours to more than 300 hours over the last decade. However, there are practical limits to how much this time commitment can increase without generating questions about director independence. In addition, with limited board seats, boards face difficult decisions about how to fill expertise gaps, whether through the recruitment of new directors or education programs.

Board efforts to address these issues affect the board’s structure and composition. Information collected from NACD partner Main Data Group and MyLogIQ–Multidimensional Public Company Intelligence suggests how Russell 3000 boards are leveraging the size, structure, and composition of their boardrooms to tackle expanding governance responsibilities.

Board and Committee Size Fluctuations Offer Little Support for Increased Demands

One way to manage the increased demands placed on boards could be to expand the number of sitting directors. There are limitations to this, however. For publicly traded companies, regulations and listing requirements provide a lower bound to the number of directors. The depth and breadth of experience necessary to oversee the issues of the day, along with the need for a meaningfully distinct division of labor across committees, also provide a practical lower limit on feasible board size.

The upper bound of board size has more to do with the optimum size of a deliberative body. While in principle boards could continue to expand to address increasing demands, this is not what boards have done in practice. Based on data provided by Main Data Group, the average size of boards in the Russell 3000 has hardly changed in recent years. The mean has fluctuated around 10 directors going back to at least 2017, most recently peaking at 10.4 before receding slightly to 10.3 this past year. Notably, the median and mode board size have remained at 10 and 9 directors since 2017, respectively.

Average Board Size Over Time, Russell 3000

Source: Main Data Group

Average board size correlates with company size. This may reflect a need for broader expertise and greater collective director time spend to oversee the business functions of larger organizations, which often increase in complexity as an organization scales up. The largest companies by market capitalization had an average board size of 12 directors, while the smallest had 8.8 directors.

Average Board Size Over Time, by Market Capitalization Russell 3000

Source: Main Data Group

Given the comparative consistency in board size, it is not surprising that the size of major committees has also remained fairly constant. The mean size for the audit committee is 4 directors, slightly larger than the compensation committee (3.8) and nominating and governance committee (3.7). This is mostly driven by a few outliers, however, as the median number of members is 4 for each of these committees. One might expect that larger boards might, on average, have larger committee sizes and this is reflected in the data provided by Main Data Group.

Average Committee Size, by Market Capitalization Russell 3000

Source: Main Data Group

While board and committee sizes do seem to correlate with market capitalization, there is little evidence that boards are addressing their needs simply by increasing the number of directors. But as tenured directors have retired and new directors have been recruited over the years, has there been a notable shift in director expertise?

Director Skill Sets and Experience Change Slowly

Boards should ensure that they are equipped with directors who possess the right experience to face the current and prospective business environment. Data from MyLogIQ reveal how the skill sets and experience of directors, as featured in director biographies, have changed over the years. The data suggest that, in general, the skill sets of board members change quite slowly, as each year boards endeavor to augment board skill sets with those of a new class of directors while filling gaps left by those directors retiring from the board.

For example, given the emphasis on technological change in recent years, one might expect that boards would seek to bolster their ranks with technologically savvy directors. In practice, the percentage of directors noting such skill sets in director biographies has only increased by a few percentage points over the last few years. Meanwhile, more traditional skill sets, such as those related to leadership and finance, remain the most widely held among Russell 3000 directors. 

Skill Sets of Russell 3000 Directors by Annual General Meeting Year

Looking at the latest available data regarding the most recent class of directors joining and retiring from boards provides some indication of how the distribution of director skill sets changed last year. A large percentage of the new class of directors has industry and operations experience, management and strategic vision, and investor experience. MyLogIQ indicates that some of the growth in emphasis on “industry and operations” experience may have to do with changes in the way directors report such skills in their biographies, but the emphasis on industry-specific skills is reflective of a trend also seen in 2025 Trends and Priorities Survey data. The relatively high percentage of the incoming class of directors with investment experience is also notable, given an emphasis on merger and acquisition activity this year.

Percentage of Joining and Retiring Directors Classes of 2024 with Given Skills (Russell 3000)

*This graph shows the skill sets of the class of directors recruited to and retiring from Russell 3000 company boards for the 2024 annual general meeting year as of Feb. 14, 2025. To date, 1,063 companies in the Russell 3000 have made at least one director appointment, with a total of 1,715 directors appointed.

The data show predominately gradual changes to factors such as board size and board composition in terms of director expertise. These practical limitations on board sizes and structures emphasize the importance of optimizing board processes and practices to elevate and enable high-performing directors. While board fundamentals, such as agenda setting, culture, board reporting, director talent, and committee practices might not seem as exciting or dramatic relative to other current issues, efforts to improve these areas will enhance overall board effectiveness and better equip directors to face whatever the business environment throws their way.