In December 2024, Intel's directors lost confidence in CEO Pat Gelsinger's turnaround strategy (which ultimately led to a $16.6 billion loss and a 60% stock price decline) and exposed serious governance flaws. He lacked sufficient semiconductor expertise to assess whether his plans would succeed in an AI-driven market.
The knowledge gap became clear after veteran semiconductor executive Lip Vu Tan resigned as Intel's CEO in March 2025, frustrated by its inadequate AI strategy and bloated workforce. This dramatic turnaround highlighted the extent to which Intel's struggles stem not just from operational mistakes, but also from fundamental flaws in its board composition and oversight.
As the business environment evolves at breakneck speed, with new technologies, regulatory changes, and market disruptions emerging faster than ever, boards must ask: How can you ensure that your board composition is appropriate and effective, not only for the present, but also for future uncertainties?
Based on insights from leading governance experts and experienced directors, here are six key steps to help future-proof your board composition.
1. Update your skills matrix regularly.
Static documents reviewed annually are no longer sufficient. Forward-thinking boards treat the matrix as a living document. “The skills matrix is meant to be forward-looking, so adapting your strategy will update the skills matrix sooner rather than later,” says Karel Zanderna, board member of Cibo Vita and Soteria Flexibles and former CEO of Flexsteel Industries.
Often the challenge is a lack of specificity and honesty. “Everyone checks all the boxes, but that's simply not true,” says Julie Dohm, head of Spencer Stewart's North American Boards practice. “None of us have all the skills.”
Daum recommends being more specific and precise. For example, ask the director to check four boxes that represent their best skills, or use the Harvey Boles approach. “So you're giving yourself a rank from 1 to 4 for each skill.”
“Know your skills matrix and don't think backwards about who to replace you,” adds Ed McGee, WD-40 board member and COO of the Thomas J. Frist Jr. School of Medicine. “Look to the future and reflect on the skills you need next.”
2. Rigorous strategic board evaluation.
“High-performing boards do a really strategic assessment every year, looking at what the goals are that we continue to drive as a company,” said Tierney Remick, vice chair and co-leader of Korn Ferry's Global Board and CEO Practice.
There should be a focus on aligning board capabilities and strategic needs. “Do we have voices around the table that can contribute in a way that supports the CEO and management team?”
External evaluations provide valuable perspective, McGee adds. “Top companies have taken the time to say, 'If we're going to be the company our shareholders deserve, we need to invest in our boards.'” “We have an obligation to invest in how our boards operate so that our shareholders can make better decisions,” he says, advocating bringing in outside experts every three to four years.
3. Currency and domain expertise, especially technology expertise, is preferred.
“When you talk to CEOs, the first thing they talk about is so-called currency,” Daum says. “They want to see someone on the board who is still working full-time and has actually experienced what they are going through.”
That doesn't mean we abandon the value of experience. The key is to find a director who can bridge the gap between expertise and continuous learning. “Curious former CEOs are still working today,” Remick points out.
John Driver, CEO of Lynx Technology and director of City First Broadway and Vital Energy, emphasizes the importance of having broad technology literacy among all board members. “Everyone on the board should be at least tech-savvy, because it's hard to name a sector that doesn't have a big part of technology in that sector or that company,” he says.
Maggie agreed, adding, “These days, it's not enough just to ask good questions. You need to be competent enough in the subject matter to recognize good answers.”
For future and current directors, this means embracing continuous learning as a core responsibility. Zanderna explains that this is fundamental to the role. “This is a huge responsibility that has been placed on me, and one that I welcome… It's my job to know that.”
4. Don't push the experts too hard.
Expertise is very important, but the goal is to find the right balance between deep domain knowledge and broad business insight. “You can fall into the trap of hyper-specialization, but that doesn't necessarily have to do with what the board needs to do for the organization and its shareholders,” says Taylor Griffin, chief operating officer at Miles Group.
Driver advocates what he calls a “T-shaped” experience. “I’m a business generalist overall, but I can go very deep into one particular area.”
Remick agreed. When boards are looking for experts, they should look for people with a broader range of capabilities. “Look for executives who can be involved across the business; they certainly exist. [Finding them] It takes time and evaluation. ”
If a particular risk is critical to your company or industry (for example, cybersecurity in healthcare or finance), having an expert may be important. But more broadly, “we can't afford to have one expert for every crisis,” McGee says.
5. Plan for succession and refreshment.
Remick says the most effective boards approach director succession planning the same way they approach CEO succession planning, looking years ahead and building relationships with potential directors before they are needed.
“We are currently working on several director succession projects over the course of three years. Who is leaving? What do we want to take over? How is our strategy evolving?”
The key, McGee says, is to hire one or two directors six months or a year before a particular director retires, creating redundancy for knowledge transfer. “Really smart boards don't wait until board members quit.”
Structural elements facilitate this planning. “Step one is to make sure we have term limits,” Zanderna said. She notes that during her board appointment, there were “pretty good indications” six months ago that she would be asked to join the board to replace “a board member who would have to respectfully resign.”
6. Have tough conversations.
Perhaps the most challenging aspect of board renewal is dealing with situations in which previously valuable directors are no longer fit for the board's evolving needs.
Daum points out that misalignment is often an open secret. “If you ask each member of the board who are the two top performers and who are the two weakest performers, everyone tends to agree. It's not unknown, it's just a tacit understanding.”
The challenge, she says, is to move from awareness to action. “Either the Chair or the Chair of the Governance Committee.” [needs] You can actually look at board matrices, board evaluations, and have conversations with people who may have been great directors at one point in time, but whose experience doesn't really matter. ”
There are an increasing number of cases in which directors themselves take the initiative. “Recently, I've seen directors who may have been on the board for three to five or six years say, 'Maybe it's time not to run for reelection,'” Remick said. “I started to feel more self-aware.”
The foundation of these difficult conversations is ongoing communication and clear expectations, Driver says. “If you don't have these informal discussions and formal discussions built into your system, people might be surprised by these conversations,” he says, advocating for transparency around board strategy. “Everyone knows that if you identify the skills you need before you get to that five-year plan… it’s not that surprising when you look at that skills matrix.”
Remick emphasizes that the best boards have feedback built into their culture, saying, “Great boards have a strong feedback culture, and that feedback can be both informal and formal. A good chair can pull someone aside and say, 'Hey, I'm not carrying my weight here.'”
