The nomination committee's role in mid-year board reviews

Most of what a nomination committee is known for happens at the end of the year. The re-nomination slate gets assembled, the proxy disclosure gets drafted, the annual report describes the committee's work, and the board's composition for the coming year is settled. By that point the room for real deliberation has mostly gone. The slate has to be filed. A committee arriving there without a settled view of what the board needs will approve roughly what it had before, and call it continuity.

Mid-year is where that view gets formed. No filing deadline, no proxy timetable, no vacancy forcing anyone's hand. The absence of pressure is the whole point: it is the only stretch of the year when a committee can ask what the board should look like without simultaneously deciding who fills a seat.

It is also, for most companies, the point at which the annual board performance review has wrapped up and its findings are sitting somewhere waiting for someone to act on them. The nomination committee is that someone. This work does not have to happen mid-year. But if it does not happen then, it usually does not happen at all.

In this article we explore:

•     The role of nomination committees

•     How boards can revisit composition mid-year

•     Ways that boards can optimise composition decisions

What the nomination committee is responsible for

The nomination committee's mandate is clear. The UK Corporate Governance Code expects the committee to lead the appointments process, ensure plans are in place for orderly succession to the board and senior management, and oversee the development of a diverse succession pipeline. Sitting alongside that are two further expectations: that boards weigh the length of service of the board as a whole and refresh membership regularly, and that annual evaluation covers performance, composition, diversity, and how well members actually work together.

Read together, that is a continuous responsibility. The time most committees give it is not.

Spencer Stuart's 2025 US Board Index found that nearly seven in ten nominating and governance committee chairs spend ten hours or less a year on succession-related activity. A director search typically runs for months. Ten hours across twelve of them is not enough to do the thinking that should come before one, let alone the thinking that determines whether a search is the right answer at all.

There is one distinction worth holding onto here, because collapsing it is what quietly hollows out the mid-year window:

•     The board performance review asks how the board can work better.

•     The re-nomination process asks who should be on the slate.

The Conference Board makes this point directly: these are separate responsibilities that are often confused, with different purposes and different natural timings. The second is answered far better once the first has been digested. Mid-year is where the digesting happens.

How to structure mid-year composition reviews

Revisit the skills matrix against current strategic priorities

Skills matrices are now close to universal as a disclosure. Spencer Stuart found the share of boards publishing one in their proxy more than doubled in five years, from 38% in 2020 to 80% in 2025.

Disclosure is not use. A matrix updated once a year to satisfy a proxy statement is a reporting artefact.

The mid-year review is where the skills matrix becomes a governance tool, and the question to ask is not whether the matrix is accurate. It usually is. The question is whether its categories still describe what the board needs. Most matrices were built around a strategy that has since moved on, and a matrix measuring the wrong things will keep showing a well-covered board right up until the moment it matters. As Didier Cossin, Governance Expert and IMD, said on the Boardroom Confidential podcast, “Strategy used to be a plan. But there are very few organisations that are stable enough now to have that five-year plan in a meaningful way. There is a dimension of strategy that is culture, agility, and resilience, and that combines well with risk thinking.”

Boards are not well calibrated on this. Spencer Stuart found only 43% of CEOs said their directors have subject-matter expertise aligned to the company's most pressing issues. Among directors, 63% thought they did. That 20-point gap between how relevant directors feel and how relevant their CEO finds them is precisely what a structured review exists to surface, and it will not surface on its own.

Two capabilities tend to emerge:

Cybersecurity. Usually the most conspicuous  gaponce a committee looks honestly at its composition. Where the expertise is not in the room, the practical fallback is structured engagement with the Chief Information Security Officer (CISO), with real agenda time rather than a periodic update slot. That is a mitigation, though, not a solution. Mid-year is when the committee should decide whether it wants the capability represented directly. Devyani Vaishampayan, RemCo Chair and AI expert, argued on the Boardroom Confidential podcast that “You need genuine depth of expertise, including some deeper IT and cyber knowledge on the board itself.”

AI oversight. Datasite's 2026 survey of 1,000 dealmakers, conducted with FT Longitude, found 71% believe firms that ignore AI today will not be able to compete within five years, while 35% worry they lack the skills to make the most of it. That combination describes a capability gap, not a technology trend. More pointedly, 62% now say human-only decision-making is no longer defensible in complex dealmaking. If management is placing that kind of weight on AI-assisted analysis, someone on the board has to be able to ask how those outputs were produced, what was validated, and by whom. That is a composition question. It belongs on the mid-year agenda, not in a search brief written after the strategy is already committed.

One framing that tends to move the discussion along: if the current strategy succeeds, what will this board need to be good at that it is not good at today?

Review tenure, diversity, and balance

Tenure is where committees defer, because the conversation is uncomfortable and nothing forces it. Mid-year, with no re-election imminent, is when it is least uncomfortable. That is the entire argument for having it then.

The backdrop is a market with very little natural turnover:

•     S&P 500 boards appointed 374 new independent directors in 2025, down 8% year on year and the lowest figure since 2016.

•     Only half of boards appointed a new independent director at all.

•     Departing directors had served an average tenure of 11.6 years.

•     Mandatory retirement remains the primary mechanism for turnover, and boards keep raising the bar: 64% of those with a retirement policy now set it at 75 or older, nearly double the 2015 share.

The implication is uncomfortable but simple. A board that waits for turnover to happen to it has outsourced refreshment to an age limit. Terri Duhon, NED and Risk Chair observed on the Boardroom Confidential podcast that boards can fall into “predictable patterns,” where “one or two people” repeatedly ask the same questions, making it important for challenge and discussion to “move around the room a bit.

Tenure review is how a committee takes that decision back. Three questions do most of the work:

•     Which directors are approaching the end of their effective contribution, as distinct from the end of their term?

•     Which are approaching independence thresholds?

•     What does the tenure distribution look like in three years if nothing changes?

That third question is the one boards skip, and it is where balance lives. A board whose directors mostly joined inside the same two-year window will lose them inside another two-year window. Staggering can only be managed in advance, which means it can only be managed at a meeting where nobody is leaving.

Assess pipeline readiness for upcoming transitions

The last piece is testing the pipeline against what the first two sections have surfaced. A succession pipeline is not a shortlist. It is a maintained view of who the board might approach, what each would bring, and where any relationship with them currently stands.

The test is specific: for every transition the committee can see coming in the next 24 months, is there a credible candidate, and has anyone actually spoken to them?

Pipelines decay quietly. Someone mapped two years ago has taken another role, moved sector, or joined a competitor's board. Reviewing on a schedule rather than on demand is what keeps the document worth having Where the honest answer is that no succession pipeline exists for a gap the committee can already see, that finding is the output of the review. It should leave the meeting as an action with an owner and a date, not as a shared sense of unease.

Coordinating with the full board on composition decisions

Composition decisions get made in committee and land on the whole board. Committees consistently underestimate how much the reasoning matters to the directors who were not in the room.

What the board needs is the rationale, not just the conclusion. A recommendation to recruit for a specific capability makes sense to directors who understand which gap it closes and which strategic priority opened it. Strip that out and the same recommendation invites the board to relitigate a discussion the committee has already had, usually badly and usually at the wrong moment.

Mid-year timing helps here too. A recommendation surfaced in July gives the board months to absorb it. The same recommendation surfaced alongside a slate gives directors a fortnight, and a board given a fortnight will either wave it through or argue about the timing rather than the substance. Neither is oversight.

How committee meetings support this work

All of the above happens in meetings, so the meeting is what determines how much of it gets done.

Frame agenda items as questions, not topics. “Board composition review” produces a conversation. “Does our composition reflect the capabilities our 2027 strategy requires, and if not, which gap do we close first?” produces an answer. For a committee working with ten hours a year, none of it can go on establishing what is being discussed.

Circulate the papers with time to spare. Skills assessments, tenure analyses, diversity data, and pipeline profiles need to reach members early enough to be read, considered, and challenged. A committee that spends its first half hour absorbing material has lost a chunk of its year before the discussion starts. Where the chair can see in advance that members have not engaged with the papers, rescheduling is more honest than running a review that will need repeating.

Manage the discussion actively. Composition conversations are unusually prone to one confident voice setting the frame, and on tenure that voice often has the most at stake. A chair who asks questions and lets others answer first will hear a wider range of views than one who opens with a position.

Make the outputs survive the meeting. Every decision and action needs a named owner and a date, or the next meeting opens by rediscovering them. Nomination committee decisions carry real governance weight, particularly around appointments, so the minutes need to record not just what was decided but why, be approved promptly, and shared with the people entitled to see them.

Doing the thinking before the deadline arrives

The mid-year work has no deadline attached, which is why it gets deferred and why it matters. Every composition decision the committee makes at year end will be better or worse depending on whether the thinking behind it happened six months earlier.

A committee that uses the window to test its matrix against current strategy, confront tenure before circumstances force it to, and pressure-test its pipeline against gaps it can already see will arrive at the slate with a view. A committee that does not will arrive at the same slate with a deadline, and default to continuity The difference between those two committees is rarely capability. It is usually whether the work was structured and scheduled, or left to find its own time.

If you would like to improve how your board manages mid-year board processes, book a free consultation today and find out how Sherpany can help.