The Corporate Director Podcast

Episode: Key Takeaways from the 2025 Annual Corporate Directors Survey
Date: October 29, 2025
Host: Dottie Schindlinger (Executive Director, Diligent Institute)
Co-Host: Megan Day (Strategy Leader, Diligent)
Guests: Katie Hall & Ariel Smilowitz (Directors at PwC’s Governance Insights Center)

Episode Overview

This episode dives deep into the findings from the 2025 PwC Annual Corporate Directors Survey (ACDS), focusing on current challenges in board composition, director effectiveness, board culture, and adoption of new trends like artificial intelligence. Host Dottie Schindlinger and co-host Megan Day, along with guests Katie Hall and Ariel Smilowitz, unpack key data points, discuss what’s driving trends, and offer their perspectives on the evolving landscape of board governance.

Main Themes

• Board Composition & Diversity Trends
• Director Satisfaction and Calls for Board Refreshment
• Board Assessments: Reality vs. Action
• Director Self-Awareness and Accountability
• Adoption and Oversight of AI
• Board Education as a Tool for Effectiveness

Key Discussion Points & Insights

1. Board Composition and Diversity: Progress & Shifting Dynamics

[01:02]

• For the first time since 2017, white men made up a majority (55%) of new S&P 500 board appointments in 2025.
• Megan Day: "White men are back, for lack of a better way of saying it." (03:47)
• Despite this, women and non-white men now hold just over half (50.5%) of S&P 500 board seats, signaling progress in overall board diversity.

[02:46]

• Dottie Schindlinger: "Boardrooms are more diverse than they were 10 years ago. That is for sure true… There could be good reasons for this shift, including boards feeling they've met their targets." (02:46)
• Discussion about whether boards are shifting back to traditional CEO pools, as CEO/leadership experience becomes more sought after. This pool remains, demographically, less diverse.

Global Context

• The US differs from Europe and the UK, where mandates (e.g., 40% gender diversity requirements) are changing board composition.
• New international opportunities arise for US directors as EU/UK boards seek diverse and US-experienced candidates.

[05:34]

• Dottie: "Having a US Director is advantageous because then you have a perspective that maybe you lack… There’s always a way to spin this to not be quite so dire."

2. Board Effectiveness & Director Discontent

[14:03-17:49]

• 55% of directors believe at least one board member should be replaced—the highest level ever surveyed.
• Katie Hall: "41% said directors don't meaningfully contribute to conversations… Other reasons: outdated skill sets, dominant personalities, reluctance to challenge management." (14:57)
• The number has been trending up annually.

Why Not Taking Action?

• Reluctance stems from discomfort with ‘awkward conversations’ (the "collegiality conundrum").
• Other factors: waiting for mandatory retirement, ineffective assessment processes.

[18:01]

• Ariel Smilowitz: "Refreshment mechanisms are a solution, but you don't want it to be the only solution."

3. Board Assessments: Processes & Pitfalls

[24:09-29:53]

• 78% of directors say their board’s assessment process does NOT provide a complete picture of board performance.
• 51% state their boards are “insufficiently invested” in board assessments; it's often a checkbox exercise.

Board Evaluations:

• Only 22% use external facilitators for board evaluations.
• 73% don’t conduct individual assessments.
• Katie Hall: "Having an external facilitator is a great leading governance practice… but the board leader must still act on the output." (26:41)

[29:15]

• Dottie: "I always know [external review] is code for ‘there's someone we want to get rid of’… But sometimes, with the right assessment, you find people are happy to leave or just misassigned."

4. Director Accountability & Culture

[19:59]

• 88% of directors feel they could personally take at least one action to improve board effectiveness. Top action: seek additional education/training.

[19:59]

• Ariel: "It's an incredible thing that most directors are self-aware and realize that accountability starts with themselves…" (19:59)

Cultural Challenges

• Board culture and chair leadership are critical to effective participation and dynamics.
• Self-awareness and proactive behavior (e.g., relationship-building, encouraging diverse viewpoints) can nudge improvements even when formal processes lag.

5. Adoption & Oversight of Artificial Intelligence

[32:01-34:05]

• Only 35% of directors say they're using generative AI in oversight roles, but trends suggest rapid uptick ahead as tools improve and availability expands.
• Ariel: "It's still a pretty nascent area… But I do think that we're going to see a lot changing in terms of infrastructure and the environment that directors can tap into over the next few years." (32:58)

6. Board Education: A Key Lever for Change

[34:25]

• Katie Hall: "There's a growing awareness among directors that what's worked in the past in terms of upskilling is no longer working… it's got to be a conscious, ongoing effort." (34:25)

Notable Quotes & Memorable Moments

• Dottie Schindlinger [02:46]:
  “Boardrooms are more diverse than they were 10 years ago. That is for sure true. That is for sure true... It is a little concerning to see that the momentum isn't necessarily keeping up.”
• Katie Hall [14:57]:
  “If you can't cut it in the boardroom and you're not contributing to the conversation, time for you to go according to your peers.”
• Ariel Smilowitz [19:59]:
  “It's an incredible thing that most directors are self-aware and realize that accountability starts with themselves and that they can take personal steps to improve their overall board's effectiveness.”
• Dottie Schindlinger [29:15]:
  "I always know that [board assessment] is code for 'there's someone we want to get rid of.'"
• Katie Hall [34:25]:
  "There's a growing awareness among directors that... it has to be a conscious, ongoing effort to be hearing from their own management teams, to be out in the market attending events, and just continuously trying to drive their own education."
• Ariel Smilowitz [35:35]:
  "It's really hard to be a corporate director today... it could be easy to deprioritize thinking about governance... but those small proactive steps matter."

Timestamps for Important Segments

• Board diversity and new director appointments: [01:02] – [05:34]
• Main theme: Board effectiveness: [06:30]
• PwC Annual Corporate Directors Survey intro & methodology: [08:01] – [13:44]
• Director dissatisfaction data (55% want to replace someone): [14:03] – [17:49]
• Director self-assessment and accountability: [19:19] – [21:49]
• Assessment process critique, lack of individual/externally-facilitated assessments: [24:09] – [29:53]
• AI adoption in board roles: [32:01] – [34:05]
• Final reflections and focus on board education/accountability: [34:25] – [37:11]

Tone & Language

Conversational, candid, and at times, gently irreverent. The hosts and guests combine practical governance expertise with a readiness to challenge the status quo ("Call me Pollyanna if you want to... I got to have some good news these days, right?" [02:46]). The dialogue remains respectful but tackles difficult issues unflinchingly—especially around board underperformance, tough conversations, and resistance to change.

Actionable Takeaways

• Boards must address underperformance head-on by leveraging more robust, individual, and externally-facilitated assessments.
• Director self-reflection and proactive accountability are growing—directors want to improve, but need actionable plans.
• Education is crucial: The fast-evolving risk landscape (e.g., AI, geopolitics) requires continuous director upskilling.
• Board composition and refreshment mechanisms must be purposeful and persistent, not just box-checking.
• AI adoption is coming fast: Boards must explore how these tools can support their own performance and their companies'.
• External perspective can unlock honest conversations about both board strengths and weaknesses.

For listeners—including board members, governance professionals, and interested observers—the episode underscores that while progress is being made, meaningful change depends on candid evaluation, tough conversations, and ongoing learning.