Director Skills

Director Skills

Introduction

The proxy trends series is prepared by Labrador’s Lead Advisors and explores emerging trends in proxy statements in 2025 and offers insights and actionable elements for your teams to consider as you prepare your 2026 Proxy Statement.

This article, by Judy Mayo, reviews how some public companies addressed director skills matters in their 2025 proxy statements.

10 Ways to Optimize How You Present the Skills of Your Board

Even a Board with the most objectively qualified and “fit for purpose” directors can face a proxy battle or withhold campaign. Those actions are often related to company performance or strategy rather than solely concerned with the quality of a Board member.

Nevertheless, companies faced with those campaigns need to convince their shareholders, via the proxy statement, that their directors are ideal to guide the company and advance a successful strategy. But why wait for unwelcome overtures to review and optimize how you present the skills, qualifications and effectiveness of your directors?

In this Thought Piece we highlight ten ways that companies have showcased the benefits of their directors’ skills and expertise and the value they bring to the company.

Below are some general statistics from S&P 100 proxy statements filed in 2025, but equally – and perhaps more – important is the quality of the disclosure. That’s what this thought piece addresses.

44%

of companies explain the relevance of each Board skill and its link to company strategy

8%

of companies include the skills of the members in each Committee description

48%

of companies identify skills or qualifications in each director biography by either icons or a list that is separated from the biography/ paragraph format

87%

of companies present Board skills in a matrix or table

61%

of companies disclose the Board’s policies and practices related to director continuing education

1. Show how directors’ skills are highly relevant to advancing company strategy.

Lockheed Martin clearly explains how skills and competencies possessed by the Board propel the company and its mission. The desired skills aren’t generic – they are directly tied to achieving the company’s strategy. The strategic objectives themselves are woven into the presentation of skills.

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2. Visualize how relevant director skills link strategy with success.

Prologis provides a visual that communicates how Board experience helps translate the company’s strategy into positive results.

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3. Highlight how member skills bring value to the Board’s committees.

Canadian Pacific Kansas City describes the skills of committee members that are directly relevant to that committee’s responsibilities.

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Walmart similarly shows the key skills of its committee members.

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4. Convey the rigor needed to obtain each skill.

Chevron’s description conveys the significant depth and/or breadth of experience needed to qualify as having the desired skill.

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5. Show that the identification of directors’ key skills is carefully considered.

Impose restrictions on skills shown for each director to avoid a matrix where every director has every skill (which can be viewed as diluting the skill’s value, as well as making directors appear fungible).

Honeywell qualifies skills based on extent of expertise: technical expertise, managerial expertise or working knowledge.

 

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Janus Henderson qualifies the skills based on whether it is a particularly significant area of expertise constituting a primary qualification, or an area of proficiency serving as a director’s additional qualification.

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NRG’s skills matrix explains that the indicated skills represent the director’s six primary contributions to the Board.

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6. Show that Board refreshment is active and continuous.

American Tower shows how the Board has been refreshed in the prior four years. Highlighting the new skills that have been added to the Board indicates that the Board is constantly assessing and addressing the needs of the Board based on the evolving needs of the company.

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Salesforce organizes its skills matrix according to tenure. This kind of presentation can show how the skills that directors possess change over time, highlighting how desired skills have been evolving.

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Chevron presents the refreshment to committee leadership over time, and CVS Health shows recent changes to committee composition.

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7. Discuss how and how often the Board revisits (and refreshes) the skills identified as key.

Canadian National is transparent about why and how the skills needed on the Board were updated.

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8. Emphasize that incumbents are as rigorously vetted as new nominees.

Intel emphasizes the steps in its nomination process that involve evaluating the incumbent directors to ensure they remain ideally suited to advance the company’s strategy.

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9. Be direct with biography headings (and content) to communicate contributions and value.

Disney uses the impactful heading “Notable Experience Aligned with Disney’s Strategy and Board Contributions” to convey the active and meaningful contributions of the director in support of the company’s success.

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Netflix is equally direct, explaining “Why this director is valuable to Netflix”.

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10. Show that directors continue to learn and gain expertise, particularly in quickly-evolving areas.

Canadian National has a particularly detailed description of the robust continuing education received by its directors.

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