Close this search box.
Close this search box.

More New Independent Directors Added to S&P 500 Boards, but Turnover Remains Slow

S&P 500 boards elected 376 new independent directors — or .78 new directors per board — during the 2015 proxy year, making it the largest recruitment class since 2008, when 380 independent directors were added, according to the 2015 Spencer Stuart Board Index.

Despite the increase in the number of new directors, board turnover remains low, averaging about 7 percent annually.

The new class of independent directors includes more active executives, executives with financial backgrounds and somewhat more women than in 2014.

  • More than half, 53 percent, are employed senior executives and professionals, compared with 47 percent last year.
  • About one-quarter of new directors, 24 percent, are active or retired executives with banking, finance, investment or accounting credentials.
  • Women represented 31 percent of new directors in 2015, up one percentage point from 2014.
  • Twenty percent of new independent directors are active CEOs, chairs, COOs, presidents and vice chairs, compared with 22 percent in 2014, 26 percent in 2010 and 32 percent in 2005.
  • Fifty-seven percent of S&P 500 CEOs today have no outside boards.
  • Twenty-six percent of independent directors appointed to boards during the 2015 proxy year are serving on a public board for the first time, a decrease from 39 percent in 2014.

While the number of new independent directors has increased in recent years, S&P 500 boards replace only about 7 percent of their members annually, keeping board tenure stable. The average tenure of S&P 500 boards is 8.5 years, largely unchanged for the past five years. The majority of boards, 62 percent, have an average tenure between six and 10 years.

Lack of director term limits and high mandatory retirement ages contribute to the low turnover.  Only 13 S&P 500 boards, 3 percent, set an explicit term limit for non-executive directors. Seventy-three percent of boards have a mandatory retirement age for directors. Of those, nearly all, 94 percent, set the retirement age at 72 or older.

Spencer Stuart researches its annual Board Index report by conducting analysis of all proxies from S&P 500 companies and conducting a separate survey, which received 85 responses in the second quarter of 2015.

Sixty-nine percent of survey respondents said their board has a strategy to promote regular board refreshment. When we asked a similar question in 2014, 41 percent reported having a long-term strategy for encouraging board turnover.

“Boards are doing a better job of identifying the skills they need around the table based on the strategic direction of the business and thinking about board composition over longer time frames,” said Julie Hembrock Daum, who leads Spencer Stuart’s North American Board Practice. “However, meaningful changes in the composition of S&P 500 boards will be slow in coming, given the current pace of director turnover.”

Spencer Stuart will release the full SSBI report by mid-November in both online and print formats. Other highlights from the 2015 study include the following:

Female representation. Women now represent 20 percent of all S&P 500 directors, compared with 16 percent five years ago yet are underrepresented in leadership roles. Only 16 percent of nominating committees are chaired by a female director, 13 percent of audit committees and 10 percent of compensation committees.

Chair/CEO Separation. Nearly half (48 percent) of S&P 500 companies split the chair and CEO role compared to 40 percent in 2010 and 29 percent in 2005. Twenty-nine percent of those who serve in the chair role are deemed “truly” independent by having met the NYSE or NASDAQ rules for independence.

Director Compensation. Average pay for directors across all industries was $277,237, a 5 percent increase from $263,748 in 2014.  A total of 54 percent of annual compensation was in the form of stock awards by comparison to 53 percent in 2014.


  • Get the CEO Briefing

    Sign up today to get weekly access to the latest issues affecting CEOs in every industry
  • upcoming events


    Strategic Planning Workshop

    1:00 - 5:00 pm

    Over 70% of Executives Surveyed Agree: Many Strategic Planning Efforts Lack Systematic Approach Tips for Enhancing Your Strategic Planning Process

    Executives expressed frustration with their current strategic planning process. Issues include:

    1. Lack of systematic approach (70%)
    2. Laundry lists without prioritization (68%)
    3. Decisions based on personalities rather than facts and information (65%)


    Steve Rutan and Denise Harrison have put together an afternoon workshop that will provide the tools you need to address these concerns.  They have worked with hundreds of executives to develop a systematic approach that will enable your team to make better decisions during strategic planning.  Steve and Denise will walk you through exercises for prioritizing your lists and steps that will reset and reinvigorate your process.  This will be a hands-on workshop that will enable you to think about your business as you use the tools that are being presented.  If you are ready for a Strategic Planning tune-up, select this workshop in your registration form.  The additional fee of $695 will be added to your total.

    To sign up, select this option in your registration form. Additional fee of $695 will be added to your total.

    New York, NY: ​​​Chief Executive's Corporate Citizenship Awards 2017

    Women in Leadership Seminar and Peer Discussion

    2:00 - 5:00 pm

    Female leaders face the same issues all leaders do, but they often face additional challenges too. In this peer session, we will facilitate a discussion of best practices and how to overcome common barriers to help women leaders be more effective within and outside their organizations. 

    Limited space available.

    To sign up, select this option in your registration form. Additional fee of $495 will be added to your total.

    Golf Outing

    10:30 - 5:00 pm
    General’s Retreat at Hermitage Golf Course
    Sponsored by UBS

    General’s Retreat, built in 1986 with architect Gary Roger Baird, has been voted the “Best Golf Course in Nashville” and is a “must play” when visiting the Nashville, Tennessee area. With the beautiful setting along the Cumberland River, golfers of all capabilities will thoroughly enjoy the golf, scenery and hospitality.

    The golf outing fee includes transportation to and from the hotel, greens/cart fees, use of practice facilities, and boxed lunch. The bus will leave the hotel at 10:30 am for a noon shotgun start and return to the hotel after the cocktail reception following the completion of the round.

    To sign up, select this option in your registration form. Additional fee of $295 will be added to your total.