What makes a truly exceptional board director?
This article originally appeared in our June 5th edition of the Diligent Minute Newsletter. For more insights like these, delivered straight to your inbox, subscribe here.
At Diligent, we talk a lot about board effectiveness — what it looks like, how to foster it, and how to measure it. And every so often, we also get the opportunity to celebrate it.
Enter the Wall Street Journal (WSJ) Top 250 Board Directors list, created with data provided by Diligent Market Intelligence (DMI).
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.
This list does something new - providing a snapshot of director quality calculated by analyzing multiple data sources. It recognizes directors serving on S&P 500 boards who demonstrate excellence in governance, shareholder returns, diversity of experience and independence of thought. It’s an impressive cross-section of leadership at the highest levels of corporate governance — and we extend our warmest congratulations to everyone who made the 2025 list!
And yet… as proud as we are of this list, I can’t help but reflect on the next layer of what makes a board truly exceptional: the qualities we can’t always measure.
Because what elevates a director from great to truly exceptional — what brings depth and cohesion to a high-functioning boardroom — is often the stuff that happens between the bullet points.
It’s the director who bridges a tense discussion to find a third way forward.
It’s the board member who gently, but persistently, pushes management to think differently.
It’s the moment of quiet candor between the CEO and lead independent director after the meeting has ended.
As I shared recently on The Corporate Director Podcast, “There are so many things about the quality of directors and the quality of CEOs and the quality of that relationship between the two that is never disclosed. It’s the stuff that happens on the phone, or in executive session, or over a glass of wine after the meeting… and quite often, those are some of the most important conversations that really move the agenda forward or change the perspective.”
These moments, though important, don’t get recorded in the minutes. They don’t show up in shareholder letters or 10-Ks. And that raises an important question: If the intangible is what often amplifies great governance, how might boards begin to measure it better?
One solution — r: Reconsider how your board is using annual assessments. For example, consider providing a vehicle (which should be kept anonymous and confidential) to help directors measure the less tangible aspects of governance — such as the quality of their support for the CEO, or whether the board’s conversations are rigorous enough, or whether the board might be stuck in ‘groupthink.’
Consider having a discussion at the start of each year where the board creates some targets to hit around governance quality and then use the assessment as a way for directors to assign themselves, and the board as a whole, a grade. Having a benchmark that the board agrees to can then help directors move the needle on these critical (but harder to measure) aspects of governance. To the directors who made the WSJ Top 250 — bravo! You exemplify what strong governance looks like on paper and in practice. And to everyone in the boardroom trenches, let’s keep asking the deeper questions. Because the future of governance depends not only on what we count, but on what we cultivate.
Read our deep dive into the key data points and methodology of the WSJ "Top 250 Board Directors” report here.
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