While we’re on the topic of director deadwood, a recent Heidrick & Struggles report highlights the benefits of approaching board refreshment as a strategic discipline. As this excerpt points out, increasing the board’s ability to keep activists at bay is not the least of the benefits associated with a proactive approach to board refreshment:

While being assured of the quality of your leaders for today and tomorrow is the primary reason to prioritize board refreshment, doing so also helps reduce exposure to costly and time-consuming activist campaigns.

So far in 2025, 43% of activist campaigns have targeted board seats, according to one recent report. Though activists have been relatively quiet amid economic uncertainty, many are preparing for a surge in the months ahead. Companies, in turn, are quietly hiring advisers to prepare defenses.

It is important to note that even though public proxy fights are becoming less common, negotiations are still disruptive and expensive. Boards that have failed to demonstrate board refreshment discipline are more vulnerable to activist critique and less able to credibly defend their position.

The report goes on to observe that with research finding that more than 75% of institutional investors see activists as catalysts for change and more than 70% see them as catalysts for accountability, boards that fail to take the intiative when it comes to refreshment “may find their refreshment agenda shaped for them—by others.”

– John Jenkins