, the leading provider of data and insights on corporate governance and shareholder engagement, was chosen to be the primary data supplier for the Wall Street Journal's new report, "Top 250 Board Directors."

Using a wide range of data points from seven data providers and a third-party data analysis company, the Wall Street Journal created the methodology and the report to accompany the launch of its Board of Directors Council, sponsored by Diligent and executive search firm Heidrick & Struggles.

The list provides boards, investors and advisors with the tools they need to make informed decisions about the companies they invest in or support. We are proud to have contributed to this important work and look forward to continuing to support the evaluation of corporate governance and board performance.

Check out the full Wall Street Journal report 

 and read on, as we highlight the value of selected data points included in the methodology and celebrate the commitment of boards to elevating governance and clarifying risk.

The importance of effective board directors

Effective board directors play a crucial role in the success of companies and the WSJ report aims to identify and celebrate directors who excel in these roles. They provide strategic guidance, ensure good governance and represent the interests of shareholders. Business is a team sport, and the work of the board even more so.

But companies nonetheless face pressure from their investors to squeeze a large variety of skillsets and experiences into a small cohort. As a result, board evaluations have grown in importance, while stewardship teams devote more and more time to analyzing data on board performance and director suitability. Since the introduction of the universal proxy card, proxy contests waged by activist investors have become more focused on the head-to-head qualifications of rival slates of directors.

The methodology used to rank the top 250 board directors is multifaceted, incorporating a wide range of data points to ensure a comprehensive evaluation. Here are some of the key data points sourced from DMI and why they are significant:

 Whether a director is or has been the CEO of a company is crucial for understanding their leadership experience and the value they bring to the board. This helps shareholders assess whether the board has the necessary leadership skills to guide the company effectively and has undertaken appropriate succession planning for contingency.

Why it matters: Understanding a director's board role and the year they became a board member provides insight into their expertise and the value they bring to the board. DMI is agnostic on what is considered an appropriate tenure but provides the tools for analysis and benchmarking against peers.

The Wall Street Journal has chosen five-to-11 years as a sweet spot for tenure. Directors with shorter tenure may still be learning, while those with longer tenure might lose their objectivity and independence.

 Shareholders vote against directors for many reasons, including length of board service, participation, or perceived failures relating to their specific board roles, such as failure to respond to "say on pay" opposition or meeting high standards for board composition.

Boards that receive significant opposition votes are expected by proxy voting advisors to provide additional explanations and engagement with investors. A 

 from a proxy advisor suggested almost 50% of investors viewed 20-40% opposition as significant enough to warrant a response.

 A variety of perspectives and experiences in the boardroom have long been considered essential. Board diversity is strongly linked to better financial performance, stronger stock returns, improved innovation, and more effective governance, making it a key indicator of high-quality, according to several studies. While recent regulatory changes have led to gender and diversity targets being removed from many investors' voting policies, investors have not precluded looking at this data to understand the varied experiences that make up the boardroom and the Wall Street Journal has deemed it to be a contributor to board quality.

 Directors must have an attendance rate of at least 75% to be eligible for the ranking, a decision made by the Wall Street Journal. This ensures that they are actively engaged and committed to their responsibilities, which is crucial for effective board performance. Investors and proxy advisors often recommend or vote against directors with lower attendance unless a reason is provided.

The governance and vulnerability scores, provided by DMI, assess the quality of a company's corporate governance and the company's susceptibility to activist campaigns. These scores are indicators of a board’s performance and the company's overall health. The Wall Street Journal has applied these scores towards the “company score” element of the rankings, with scores for multiple companies where an individual holds directorships averaged.

The most important work of a director is often done out of the limelight, in discussions that remain private. These behind-the-scenes efforts can significantly impact a company’s strategic direction, risk management, and long-term sustainability. While, for the purposes of the report, being a "top" director depends on many factors outside of an individual's direct control, many great directors show up to support and challenge the management team and fulfill their fiduciary duties without external recognition.

However, transparency and accountability are crucial, especially for shareholders who own entire indices. Disclosures and matrixes – alongside engagement – are crucial for such universal owners to determine when boards are working effectively. High governance scores can instill confidence in the market, indicating that the board is proactive in addressing potential issues and signaling its effectiveness.

The data points and methodology used in the report are designed to help shareholders identify effective boards and engage with those where disclosures raise concerns to better understand the nuances of a company's governance and strategy.

We are proud to have contributed to this important work and look forward to continuing to support the evaluation of corporate governance and board performance during this proxy season and beyond.

To learn more about Diligent Market Intelligence or to request a trial, 

Celebrating the work of directors: The Wall Street Journal's Top 250 Board Directors report 

While the public sees the results of school board decisions — new policies, approved budgets and strategic plans — few realize the work behind these results. Smooth running board meetings don’t happen by accident. It’s the board secretary, clerk or business manager who keeps everything on track.

School board secretaries are responsible for many tasks crucial to the board's ability to govern and the district's ability to serve its students.

Let’s take a closer look at a school board secretary’s typical day. This behind-the-scenes view gives a glimpse at the hard work put in by secretaries, BMs and clerks on behalf of school boards and their district, and 

 Mary Jane Quinn pulls her car into a parking space outside the district administration building. She emerges from the car holding her laptop bag and purse in one hand and an iced coffee in the other. Walking to the front door, she’s thinking about what she needs to do. She is prepared for a long day: The school board meeting is scheduled for this evening.

As the school board secretary, Mary Jane plays an essential role in the preparation for and management of the meeting. She makes sure the board members and administrators have all the information they need to ensure the meeting runs smoothly and the board can make informed decisions. She also maintains transparency while keeping the public informed about the board’s actions and ensures the district is complying with state open meetings laws and other procedures and requirements mandated by law.

 After chatting for a few minutes with the front desk receptionist, Mary Jane heads to her office, checks in with the Superintendent and proceeds to check her emails and messages. A board member needs clarification on a policy amendment for tonight’s meeting. The transportation director is inquiring about the updated budget. A parent has submitted a FOIA request about last month’s meeting. Mary Jane replies, directing them to the district’s public transparency website where they can review all past open session meetings and minutes. She needs to begin updating the strategic plan as per the Board’s directive. Mary Jane creates a checklist to prioritize her tasks.

 Her iced coffee long gone, Mary Jane joins a meeting with the superintendent’s Executive Cabinet about the items being reviewed and suggested for the board meeting’s agenda taking place in two weeks. Although the items are relatively straight-forward, there is a lot of information, and it will take a collaborative effort to build. She knows that she can take advantage of the Workflow feature that accompanies the board solution’s agenda building feature to add items that need to go on next month’s agenda and she’ll post them to their board management software for the members to read before the next meeting

 Mary Jane has no time for lunch; She and a colleague order lunch from a nearby deli so she can prepare and ensure she is ready for tonight’s meeting and begin the process of preparation for the next board meeting; minutes will need to be prepared that accurately reflect the board’s discussions and decisions, so Mary Jane gets her meeting minutes template ready. Once tonight’s meeting is done, she’ll finalize the minutes for the board to approve at the next meeting and these will be posted to the district’s secure website, making them accessible and searchable to the public.

Discover practical strategies and key tools to improve board effectiveness, enhance security and transparency. Take the first step to a more efficient and transparent school board.

Transform your role as board clerk

. Mary Jane meets with two new board members and conducts a brief training on the board management software. She walks them through how to access documents, use the search feature, conduct online voting and review policies as well as other pertinent information located in the library. Mary Jane enjoys getting the chance to work directly with board members. Being a resource and helping board members feel confident in their roles are among her favorite parts of the job.

Mary Jane confirms once again that the agenda is accessible to the public. She enthusiastically takes advantage of the Public Release Delay setting in her board management software based on her state's open meeting law requirements. The board secretary must stay on top of local, state and federal Open Meeting requirements associated with the district’s public facing meetings. Mary Jane and her counterparts are on the front line of ensuring the district and the board remain transparent, accessible and compliant.

 With a board meeting scheduled for 6 p.m., Mary Jane spends the late afternoon in discussion with IT, Food Management and others who have a role in prepping for the meeting. She works with IT to verify that all audio and tech requirements are in place and working, and the live-streaming service is set up. She places water bottles and nameplates neatly at each board member’s seat. Mary Jane remembers when she had to create hard copies, bind and deliver the voluminous meeting packets to each board member. She’s grateful those days are over!

 Mary Jane doublechecks the software to see how many people have signed up ahead of time to speak during the public comment period. Depending on the topics discussed, Board meetings are usually well attended with parents, community members and oftentimes the press. She sees several requests to address the board about the proposed change to the district’s mathematics curriculum and approves those requests, which will in turn automatically become part of her minutes.

After she’s completed preparations, she goes home for a quick dinner with her family, kisses her children goodnight and heads back to the district office in time to greet everyone attending the board meeting.

 As the meeting begins, Mary Jane sits at the staff table, laptop open. She takes roll call, records minutes, and notates voting results. While she takes her own notes, the board software’s AI notetaker is also recording and transcribing the speakers. She’s glad for the AI backup when she attends to a couple of technical issues: a PowerPoint presentation that won’t display properly and a muted mic during the public speaking period.

 The meeting adjourns. As the board members and staff leave the boardroom, Mary Jane checks to see that everything is turned off and put away. The maintenance staff comes in to pick up the empty water bottles.

She walks to her car with two of her colleagues and heads home. Tomorrow, she’ll use the meeting minutes template to help write up draft minutes to put in the board management software for the board’s review when the next agenda packet is released and, once approved, subsequent publication to the public website. Mary Jane is tired but happy. She knows she’s doing important work.

School board secretaries, clerks and business managers like Mary Jane are the backbone of effective governance. They are on the front lines keeping the district compliant, organized and transparent. The board secretary’s role is multi-faceted and expands a broad range of responsibilities. All are essential.

The school board secretary’s recordkeeping helps to protect the district legally. Their agenda preparation and meeting management allow for orderly, productive discussions. Their handling of public records and communications helps maintain the community’s trust. They also play a key role in ensuring policies are kept up to date and made accessible to public stakeholders.

Technology can effectively support the board secretary or clerk in their role, helping to streamline many of these processes, help them keep their board and district compliant, and on track to meet their strategic goals.

How Diligent Community can help support board secretaries

Board secretaries have to be very skilled and knowledgeable. They shoulder a great deal of responsibility. Supporting board secretaries to 

 allows them to perform their duties and focus on more strategic tasks. In turn, they help the school board and administration govern at its highest level.

 is a cloud-based software solution that is specifically designed for school boards. It provides a centralized platform for school board secretaries and clerks to manage all their tasks. It can help save time, improve accuracy and reduce the risk of errors. It enhances administrative processes, streamlines communication and improves overall efficiency.

Alice Black, Executive Assistant and Special Project Manager of the Aspen School District, says,

"It cuts the amount of work I have to do after a meeting; I'd say now it takes me a quarter of the time. And I don't have to go back to my meeting recordings to double check my work."

Diligent Community supports board secretaries and clerks with robust tools to manage and organize board meetings effortlessly. Request a 

 of Diligent Community today to see how it can help you save valuable time while supporting your board and district.

A day in the life of a school board secretary

In an environment shaped by uncertainty, growing recession fears and trade upheavals, the majority of directors and general counsel are holding firm to their growth agenda for now despite ongoing volatility.

A survey of 165 general counsel and corporate directors at U.S. public companies conducted in March by 

 and Diligent Institute finds two-thirds still prioritizing growth initiatives this year—and 9 percent of them say they are doubling down on growth thanks to new opportunities in the market.

However, 32 percent say their company has pivoted to a wait-and-see approach. The wait is likely to last until there is more clarity on the economic front and what all the actions taken today will mean for business, but most of those polled say they expect the current volatility to have faded by the end of the year—and for many, this means companies must maintain their financial strength to seize emerging opportunities.

“There is a lot of uncertainty at this time, but I believe it will pass in the next 9 months,” said one of the directors whose company is staying the course on capturing growth this year.

“The current trade uncertainty will temporarily slow the U.S. economy in 2025, while 2026 will likely deliver more growth and profits,” echoed another.

But all that could change. The great majority of those polled say a sharp economic downturn would carry a “significant” to “detrimental” blow to their business.

“I have invested and sat on board through the internet bubble, the great recession and Covid. This is the most concerned I've ever been about our government's potentially negative impact on our economy in my entire career,” said one of the respondents.

To mitigate the risk, those who have been through severe financial and economic crises in the past say it is crucial to maintain focus on what management can control while making decisions for the longer term, “not next week,” said the former CEO of an American multinational foodservice company who now serves on the boards of global public companies.

And as important, don’t overcorrect, echoed other seasoned respondents. “Play the long game and stick to your core advantages. Don’t get frenzied day to day,” said one respondent who has led public companies through the past 20+ years.

But the economy isn’t the only risk keeping GCs and board members up at night. There are other events, according to the survey data, that can trump a severe recession when it comes to the repercussions on the company.

For general counsel, who view the current risk environment as “moderately high,” rating it 6.8 on a 10-point scale where 1 is a “negligible risk level” and 10 is a “significant risk level,” the most impactful event to their company would be a major cyber breach, ahead of a sharp economic downturn.

For board members, a cyber attack also outweighs a large economic event, but the number one risk according to those polled is the sudden departure of the CEO or other mission-critical individual.

The survey data demonstrates alignment on top risks between GCs and boards, despite the few points differentials between the main items on the list. Still, the data also reveals a potential opportunity for better board-GC communication on those risks.

For instance, only a third of board members surveyed said their GC provides them with extensive or in-depth support on matters of cybersecurity. And more than a quarter (28 percent) said the support from their GC was minimal to non-existent.

The survey found another area where directors may welcome greater input from their GC: Sixty percent of directors said their GC provides minimal to no support to the board in its oversight of AI.

And one third of directors said their GC is not involved or only minimally involved in the board’s enterprise management risk (ERM) discussions.

The area of enterprise risk management is particularly interesting in this optic because in a Director Confidence Index poll last summer, directors said they 

 when it comes to their board’s oversight of ERM. Forty-five percent of directors indicated they would like better benchmarking data, 42 percent wanted to talk about ERM more frequently, and 23 percent wanted to improve communication with management around ERM.

“Directors continue to view ERM oversight as a pain point, and they’re seeking better data and insights to combat this,” said Dottie Schindlinger, executive director of the Diligent Institute. “The role of the GC can be pivotal in refining the board's oversight of ERM, by providing that comprehensive benchmarking data and using AI tools to create a risk heat map, facilitating more discussions at the board level and enhancing communication with the rest of the management team.”

The survey found several areas where directors say their GC is participating actively in boardroom discussion. On regulatory compliance, for instance: 76 percent of board members say their GC provides extensive support. And 54 percent said the same of the company’s crisis response plan.

Zebra Technologies Board Chair Michael Smith says he’s surprised by these findings because in his experience, the GC “sits through virtually all board meeting deliberations except executive sessions,” he said in an interview with 

“If there's any place where risk assessment and mitigation plans come together, it's usually under the GC, and certainly it's a core responsibility of the entire board of directors, so I would say it is surprising—and concerning,” he said.

Jan Babiak, who serves as audit committee chair at Walgreens Boots Alliance and Bank of Montreal and has served on several other public company boards globally, says the data may highlight an important operational distinction most likely based on company size.

At companies where she has been a corporate director, the GC may or may not attend the full board meeting—unless the GC is also the corporate secretary. The GC, appropriately, isn’t usually the “main interface” during cyber and many other risk-related deliberations with the full board. “A lot of board members don’t realize the levels of involvement of the GC because the GC isn’t necessarily talking with the full board about [some of these issues],” she said. Instead, a member of the senior management team—for instance, the CISO in the case of cybersecurity—is more likely to be sitting in on these conversations with the board or relevant committee, depending on the issue being discussed.

But, she says, that doesn’t mean the GC isn’t providing extensive support or leadership behind the scenes. “I would be very surprised if a competent GC hadn’t been consulted and wasn’t on top of this. In fact, it would worry me if the GC was the one who was fronting [the issue] because that might mean we didn’t have the depth of experience in the organization that we need.”

So, perhaps the disconnect highlighted by the survey findings between directors and general counsel on risk and board support reveals untapped potential for stronger collaboration. As the majority of GCs we polled say they would welcome receiving more education/training on how best to advise the board, this area may provide the first steps to strengthening that all-too-important relationship, as companies continue to face unprecedented disruption to their strategic plan.

What keeps GCs up at night?

America’s boardroom community has largely reversed its sunny outlook on the economy since the election—but directors say they are still hunting growth.

Business confidence across America’s boardrooms plummeted in the first quarter of 2025, falling more than 30 percent since the start of the year.

According to the latest Director Confidence Index, a quarterly poll of public company board members conducted in partnership between Diligent Institute and Corporate Board Member, the Index hit its lowest level since its inception in 2020.

To calculate the Index, directors are asked to rate their assessment of current business conditions on a 1-10 scale, where 1 is Poor and 10 is Excellent, and provide a forecast for what they believe conditions will look like 12 months out.

In the latest survey conducted the week of March 17, the average rating given to current conditions was 4.7 out of 10, and forecasts for what conditions will be by this time next year ranked at 4.6/10. Those ratings are 30 percent and 33 percent lower, respectively, than they were in the post-election business environment last December, when the news of a business-friendly incoming administration drove optimism for the year ahead.

This is a significant downturn, according to the Index’s historical data dating back to Q3 of 2020. The biggest movement recorded during those five years had so far been half that size—a decline of 15 percent in September 2023 that was then caused by renewed concerns over the likelihood of a recession related to the Fed’s policy.

At the time, we wrote, “Directors polled said despite healthy economic indicators and continuously strong demand, for most sectors, the number of uncertainties in the current environment is making it nearly impossible to tell what’s around the corner—and whether a recession is imminent.”

Looking at the March data, things are looking eerily similar: 60 percent of the 145 board members polled in March forecast a recession or slowdown within six months—though the focus isn’t so much on the Fed this time around.

Instead, directors now have their eyes toward the White House. When asked to explain their forecasts, 9 out of 10 directors mentioned political uncertainty, and half cited tariffs or trade policies.

“Tariffs, deportations and chaos causing inflation, labor shortages and confusion where to invest,” said Bill Korn, a director who has served on several boards, including Jerash Holdings and CareCloud.

“Things could be very good but given uncertainty on so many fronts, don’t see things improving in one year’s time,” echoed a seasoned director in the consumer sector.

Still, some are hopeful this is all temporary.

“The current trade uncertainty will temporarily slow the U.S. economy in 2025, while 2026 will likely deliver more growth and profits,” said Ari Papoulias, who serves on the board of United-Guardian.

A number of directors echoed the belief that this volatility should be short-lived: “The administration should be achieving more of the longer term goals, and the markets and current volatility should have settled down [one year from now],” explained one such director who expects business conditions to improve to a 7 out of 10 from its current 5/10 over the next 12 months.

For now, however, 41 percent of directors polled expect conditions to deteriorate further over the coming months vs. 36 percent who forecast improvements.

Some sectors are more optimistic than others, according to the March Director Confidence Index data. Technology, for instance: 33 percent of directors in that sector expect a growing economy within the next six months.

Meanwhile, more oil and gas board members expect a severe recession over that same period (13 percent) than in any other sector.

None of the forecasts for the year ahead reveal expectations of a stellar landscape for business, with the most optimistic of the bunch, tech directors, expecting conditions to rank 5.3 out of 10—barely into “good” territory according to the scale labels.

At the opposite end of the scale, directors in the real estate, hospitality and construction returned the lowest expected rating, 3.8 out of 10.

Most public company board members have experienced leading in times of great disruption—and many bring valuable advice to today’s leadership teams. Among them: Stay the course and avoid short-term kneejerk reactions.

Fifty-six percent of those polled said that despite the turbulence, they are sticking to their growth strategy—and 8 percent said they are doubling down on growth, thanks to new opportunities arising. Overall, only 31 percent said the current environment had required them to take a pause.

Perhaps with one caveat: “Stay the course but revisit the forecasts,” said one director participating in the poll.

When it comes to forecasting revenues for the 12 months ahead, only 69 percent of directors now expect to see them increase this year (down from 82 percent at the start of the year).

Sixty-three percent expect profitability to be up, vs. 80 percent who said the same in our last poll.

And less than a third (32 percent) plan to increase capital expenditures this year, vs. 45 percent who had projected increases at the start of the year.

Here, too, we see variations by sector, as can be expected. For instance, the data shows much greater optimism for improving revenue and profitability in the consumer and financial services sectors, compared to others.

And those in the mining & metals or life sciences sectors had a greater number of directors indicating their companies were decreasing capex this year, vs. other sectors.

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Celebrating the work of directors: The Wall Street Journal's Top 250 Board Directors report

A day in the life of a school board secretary

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