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The question of who should lead the board can be a sensitive topic to weigh in on. Although it depends on the company and circumstances, it can help to know what others are doing. According to a recent report from The Conference Board – in collaboration with ESGAUGE, KMPG, Russell Reynolds and the University of Delaware – an increasing number of companies have separated the CEO and chair roles since 2020, but it is still a less common approach than “CEO duality” – especially among the largest companies.

The report assessed board leadership structures in the S&P 500 and Russell 3000. Here are other key takeaways:

• Large-cap companies are more likely to have a combined CEO/chair. In 2025, the current CEO served as chair at 42% of S&P 500 companies, compared with 34% in the Russell 3000.

• Incoming CEOs are rarely elected board chair at the time of transition. In 2025, 3 of 65 CEO successions in the S&P 500 (4.6%) and 9 of 353 in the Russell 3000 (2.5%) involved the CEO being named board chair at the same time.

• Most companies disclose a policy that preserves board discretion. In 2025, 79% of S&P 500 companies and 71% of Russell 3000 companies disclosed policies giving the board flexibility to separate or combine the roles depending on circumstances.

• Disclosed rationales for leadership structure are evolving. For role separation, the most commonly disclosed rationale remains that the two positions have different responsibilities. For role combination, references to improved communication and strategic execution have increased, while mentions that the CEO is best suited to set the board agenda have declined.

• Proxy advisors and large institutional investors typically focus on independent board leadership (independent chair or strong lead independent director) and evaluate proposals to separate the chair and CEO roles case by case.

Note that these stats can differ a bit depending on the measurement date and method – for example, this Freshfields proxy season writeup says 42% of S&P 500 companies have an independent board chair. Additionally, board leadership structures aren’t as neatly binary as the headline stats imply. For example:

– The TCB report shows that the boards of nearly 20% of S&P 500 companies are chaired by a non-independent director other than the CEO

– The Freshfields report breaks this down into 13% having an “executive chair” and 7% having an “other non-independent chair”

All that to say, if you’re benchmarking, you’ll probably want to use more than one source to inform your analysis and get a sense of the trend line. The TCB report offers these concluding thoughts:

CEO/chair structure remains an area where expectations are shaped by governance or sector context rather than a single market standard. Looking ahead, boards can strengthen confidence in their approach by reassessing the leadership model as circumstances evolve (including through the board’s regular performance evaluation process and during CEO transitions), clearly defining independent leadership authorities (independent chair or lead independent director), and ensuring that proxy disclosures explains how the structure supports board oversight, decision-making, and accountability.

– Liz Dunshee