• Home
  • Latest
  • Fortune 500
  • Finance
  • Tech
  • Leadership
  • Lifestyle
  • Rankings
  • Multimedia

Trendingnow

1

College-educated women are snapping up the highest-earning men without college degrees, leaving the rest further behind

2

The millennial generation is split in 2: an older crowd with boomer-style comfort, a younger set going 'back to the early 1900s'

3

An 11-year-old is cleaning his neighbors' trash cans for $10 each—he now has 100K followers as teens face the worst summer job market since 1948

1

College-educated women are snapping up the highest-earning men without college degrees, leaving the rest further behind

2

The millennial generation is split in 2: an older crowd with boomer-style comfort, a younger set going 'back to the early 1900s'

3

An 11-year-old is cleaning his neighbors' trash cans for $10 each—he now has 100K followers as teens face the worst summer job market since 1948
NewslettersThe Modern Board

The best boards go deep on 2 topics at every meeting, says former Vanguard chair: talent and strategy 

By
Lila MacLellan
Lila MacLellan
Former Senior Writer
Down Arrow Button Icon
By
Lila MacLellan
Lila MacLellan
Former Senior Writer
Down Arrow Button Icon
September 30, 2022, 8:01 AM ET
Photo of Bill McNabb speaking at an interview
Bill McNabb, former CEO and chairman of Vanguard, co-chaired a NACD commission on the future of boards.
Add Fortune on Google for similar content.

The future of the American board is already here, as the truism goes. But not every board has caught up to it.

That was the upshot of my recent conversation with Bill McNabb, former CEO and chairman of Vanguard, about a new report published by the National Association of Corporate Directors (NACD).

McNabb co-chaired the commission tasked with writing The Future of American Boards report, a pandemic-era update of the association’s landmark Key Agreed Principles paper of 2008. Back then, boards focused almost entirely on accounting and compliance, which made sense for the times. Today’s boards, of course, are expected to cover far more territory.

As such, the new 55-page report lays out 10 principles that fall under broad concerns like corporate purpose, board culture and refreshment, transparency, and compensation. Each chapter ends with a series of questions meant to spark discussion and debate, for a total of 83 questions. One example: “What weight does the board place on stock price as compared to achievement of strategic objectives, operating metrics, corporate ethics, or citizenship goals in measuring progress?”

A sample query about talent reads: “Is the company’s approach to compensation rational and equitable, including in the relationship between the CEO’s pay, the pay of the CEO’s direct reports, and the pay of the general workforce?”

These are meaty questions. However, McNabb—a board member at IBM and UnitedHealth Group—says boards that have successfully moved into the modern era are already tackling them.

In fact, boards most prepared for the future discuss talent and strategy at every meeting. That’s the only way they can be as agile as the companies they govern, McNabb says. “The one thing we’ve come to appreciate collectively through the pandemic is that whatever you expect, it usually doesn’t quite turn out that way.” Effective boards continuously ask how their companies prepare for whatever comes next, keeping long-term aspirations in mind. (The laggards dedicate too much time to compliance, a topic that committees can and should oversee.)

Boards once “picked the right CEO and got out of the way,” McNabb says, and that was the extent of talent discussions. Forward-looking boards understand that surviving and responding to uncertain times requires a well-incentivized, diverse workforce. He urges boards to ask themselves, “To achieve what we want to achieve strategically, where do we think that talent will come from? How are we going to nurture and develop it? What evidence does management have [that nurturing] is actually occurring?”

How boards work, another topic the report covers, is also revealing. Boards that are stuck in the past are passive. Typically, members watch a slide deck prepared by an executive and ask a couple of questions, says McNabb. More future-ready boards send materials to directors before a meeting, so everyone arrives informed. Directors also seek information that doesn’t come straight from executives. Then the board and the management team sit down and talk.

That time-tested practice will never go out of style.

Lila MacLellan
lila.maclellan@fortune.com
@lilamaclellan

Word of Advice

"Boards have to govern, so they've got to be that tough, constructive voice in the group on behalf of investors and other stakeholders. The flip side of that, though, is if you have a great board and you're a really good management team, you want to be pulling from that board as much as you can. It's nuanced, but it's also an important evolution of the board's role."

—Bill McNabb, former CEO and chair of Vanguard

On the Agenda

👓 Read: ​New reporting from Fortune's Phil Wahba breaks down the struggles at Bed Bath & Beyond and the challenges that await Sue Gove, interim CEO and board member. “Where do they find themselves now?" Mark Cohen, director of retail studies at Columbia Business School, muses to Wahba. “They’ve got no senior leadership, they’ve got no strategy, and they’re trying to swing the pendulum back to where it was, and that was a pretty crappy place.” 

🎧 Listen: Harvard Business School professor George Serafeim joined the Harvard Business Review podcast Cold Call to discuss BlackRock’s ESG mission and CEO Larry Fink’s approach to effecting change.

📖 Bookmark: A working paper by economists in Europe and the U.S. found that more companies are tying executive pay to ESG goals, which seems to be effective. 

Onboard/Offboard

Tesla appointed Airbnb cofounder Joe Gebbia to the automaker's board. Julie Brown is stepping down from Roche's board; she'll soon join a different pharmaceutical company in a management role. Chuck Robel is retiring from the board at web hosting company GoDaddy where he has been chair since 2015. Chinese retailer JD.com tapped Carol Yun Yau Li, managing director of the Yale Center Beijing, as an independent director. 

In Brief

- Corporate governance experts are worried about board independence at Tyson Foods, where the 32-year-old son of the company's chairman was just named CFO. 

- Byron Allen, the mogul behind Allen Media Group, sued McDonald's for $10 billion, claiming the company's advertising practices show a pattern of discrimination against Black media.

- The SOC Investment Group sent a letter to Starbucks calling for more robust policies around CEO succession planning. 

- Researchers find that having diverse and inclusive boards correlates with higher stock returns.

Editor’s Pick

Know a company or CEO itching to play with cryptocurrencies? Send them this delightful cautionary tale by Fortune's Leo Schwartz. He noticed Chipotle was running a promotion with digital payments company Flexa, the maker of an app called SPEDN. The "proof-of-steak" promo would give app users 99.95% off the cost of their Chipotle purchase if they paid in ether. Schwartz figured he'd take Chipotle up on the offer.

Here's a snippet:

"When the fateful moment arrived and I asked if I could pay in ETH, the cashier, as expected, answered blankly that she had no idea what the hell I was talking about. With mounting embarrassment, I showed her Chipotle’s tweet thread as the line behind me stacked up. She called over her manager, who also hadn’t heard of the promotion, but who did have the foresight to realize there was probably a QR code within the SPEDN app. We pulled it up and scanned it with Chipotle’s POS system."

Find out what happened here, and have a great weekend.  

This is the web version of The Modern Board, a newsletter focusing on mastering the new rules of corporate leadership. Sign up to get it delivered free to your inbox.

About the Author
By Lila MacLellanFormer Senior Writer
LinkedIn icon

Lila MacLellan is a former senior writer at Fortune, where she covered topics in leadership.

See full bioRight Arrow Button Icon
Add Fortune on Google for similar content.

Latest in Newsletters

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025

Most Popular

Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Finance
Lorem ipsum dolor sit amet, consectetur adipiscing elit, sed do eiusmod tempor incididunt ut labore et dolore magna aliqua. Ut enim ad minim veniam
By Fortune Editors
October 20, 2025
Fortune Secondary Logo
Rankings
  • 100 Best Companies
  • Fortune 500
  • Global 500
  • Fortune 500 Europe
  • Most Powerful Women
  • World's Most Admired Companies
  • See All Rankings
  • Lists Calendar
Sections
  • Finance
  • Fortune Crypto
  • Features
  • Leadership
  • Health
  • Commentary
  • Success
  • Retail
  • Mpw
  • Tech
  • Lifestyle
  • CEO Initiative
  • Asia
  • Politics
  • Conferences
  • Europe
  • Newsletters
  • Personal Finance
  • Environment
  • Magazine
  • Education
Customer Support
  • Frequently Asked Questions
  • Customer Service Portal
  • Privacy Policy
  • Terms Of Use
  • Single Issues For Purchase
  • International Print
Commercial Services
  • Advertising
  • Fortune Brand Studio
  • Fortune Analytics
  • Fortune Conferences
  • Business Development
  • Group Subscriptions
About Us
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • About Us
  • Press Center
  • Work At Fortune
  • Terms And Conditions
  • Site Map
  • Facebook icon
  • Twitter icon
  • LinkedIn icon
  • Instagram icon
  • TikTok icon
  • YouTube icon

Latest in Newsletters

A businessman in busy modern office while employees walk past.
NewslettersFortune Workplace Innovation
Hybrid work has a $9 million problem. The fix depends on who you ask
By Kristin StollerJuly 27, 2026
3 hours ago
Building with Chase/J.P.Morgan signage
NewslettersFortune Crypto
Bank-run blockchains are back in style—but history suggests they will be a bust
By Jeff John RobertsJuly 27, 2026
3 hours ago
Apple’s next CEO helped build its hardware empire. Now he has to find its next breakthrough
C-SuiteNext to Lead
Apple’s next CEO helped build its hardware empire. Now he has to find its next breakthrough
By Ruth UmohJuly 27, 2026
4 hours ago
How an ex-AWS scientist plans to take on OpenAI and Meta in voice AI models
Startups & VentureTerm Sheet
How an ex-AWS scientist plans to take on OpenAI and Meta in voice AI models
By Sebastian HerreraJuly 27, 2026
5 hours ago
Amazon CEO Andy Jassy in New York on February 26, 2025. (Photo: Andrej Sokolow/dpa/Getty Images)
NewslettersFortune Tech
Amazon and Microsoft walk an investor tightrope
By Andrew NuscaJuly 27, 2026
5 hours ago
Photo: President Trump
NewslettersMarkets
Stocks rise globally on hopes of peace talks with Iran—but the Fed may deliver a shock on Wednesday
By Jim EdwardsJuly 27, 2026
6 hours ago

Most Popular

College-educated women are snapping up the highest-earning men without college degrees, leaving the rest further behind
Economy
College-educated women are snapping up the highest-earning men without college degrees, leaving the rest further behind
By Mia OsmonbekovJuly 26, 2026
1 day ago
The millennial generation is split in 2: an older crowd with boomer-style comfort, a younger set going 'back to the early 1900s'
Real Estate
The millennial generation is split in 2: an older crowd with boomer-style comfort, a younger set going 'back to the early 1900s'
By Nick LichtenbergJuly 25, 2026
2 days ago
An 11-year-old is cleaning his neighbors' trash cans for $10 each—he now has 100K followers as teens face the worst summer job market since 1948
Success
An 11-year-old is cleaning his neighbors' trash cans for $10 each—he now has 100K followers as teens face the worst summer job market since 1948
By Orianna Rosa RoyleJuly 25, 2026
2 days ago
I've been teaching college students for decades. Most of them can no longer finish a book
Commentary
I've been teaching college students for decades. Most of them can no longer finish a book
By Austin SaratJuly 26, 2026
1 day ago
New York City women are making up to $30,000 per month by renting out their closets to strangers
Retail
New York City women are making up to $30,000 per month by renting out their closets to strangers
By Sarah GlodekJuly 27, 2026
8 hours ago
A Hims cofounder fired his marketing agency for an AI-powered team. Now his 24/7 online vet service is growing 20% a month
Success
A Hims cofounder fired his marketing agency for an AI-powered team. Now his 24/7 online vet service is growing 20% a month
By Sydney LakeJuly 25, 2026
2 days ago

© 2026 Fortune Media IP Limited. All Rights Reserved. Use of this site constitutes acceptance of our Terms of Use and Privacy Policy | CA Notice at Collection and Privacy Notice | Do Not Sell/Share My Personal Information
FORTUNE is a trademark of Fortune Media IP Limited, registered in the U.S. and other countries. FORTUNE may receive compensation for some links to products and services on this website. Offers may be subject to change without notice.