On the 2026 nom/gov committee agenda

The nominating and governance (nom/gov) committee’s focus and effectiveness will be essential in 2026—both to help ensure that the board has the talent, structure, and governance and oversight processes to navigate the challenges and opportunities ahead—and to maintain investor confidence. Given recent SEC guidance impacting passive investor dialogue with companies, as well as efforts to limit the power and influence of proxy advisors, a critical role for the nom/gov committee will be to help oversee how the company prepares for and conducts shareholder engagements.

Renewed attention to board composition has continued to place the nom/gov committee’s work under greater scrutiny. During the 2025 proxy season, Russell 3000 nom/gov committee chairs received the lowest average shareholder vote (91 percent) in comparison to their peers chairing the compensation (94 percent) and audit (95 percent) committees. ^[1] Although overall director support remained high, and increased from 2024, the targeting of nom/gov committee chairs during the 2025 proxy season indicates the importance shareholders are placing on having the right directors in the boardroom.

Economic uncertainty, recession risk, the cost of capital, advances in artificial intelligence, elevated cybersecurity risk, climate and other sustainability risks, policy gridlock, and more, will continue to add to the challenges facing companies. In this volatile operating environment, the nom/gov committee plays an important role in helping to ensure that the board’s composition, education practices, and committee structure evolve accordingly, and are communicated clearly to investors.

Drawing on insights from our research and interactions with directors and business leaders, we highlight five issues to keep in mind as nom/gov committees consider and carry out their 2026 agendas.

• Reassess the company’s shareholder engagement strategy.
• Prepare for increased shareholder activism.
• Rethink CEO succession.
• Take a close look at how the board and its standing committees are coordinating and communicating.
• Think strategically about the company’s future needs and reconsider whether and how the board’s composition and succession planning processes address them.

^[1] Matteo Tonello, “2025 Proxy Season Review: From Escalation to Recalibration,” Harvard Law School Forum on Corporate Governance, September 15, 2025.