Today’s #ThursdayThoughts come from a question I’m often asked: how do you know if a board is serious about diversity and renewal, or just going through the motions?

Read their proxy circular.

Proxy circulars are public documents available to anyone. Yet most aspiring directors never read them, and most nominating committees don’t realize they’re being graded on them by institutional investors and proxy advisors. These documents serve as a board’s public scorecard, revealing whether diversity and renewal commitments are genuine or performative.

I like to examine four indicators when assessing a board’s true priorities.

1- Director tenure and upcoming expirations: Which directors are approaching 10-12-year tenures? These seats will likely open soon. This is publicly available opportunity intelligence that most candidates overlook.
2- Skills matrix disclosure: Does the matrix include emerging competencies such as AI, ESG, and cybersecurity, or only traditional skills? If a board lists only traditional competencies, it’s likely not considering the governance challenges ahead.

3- Committee composition: How many women serve on Audit and Compensation versus Governance and ESG? Committee assignment reflects power dynamics. Even if a board has three women overall, if they’re clustered in lower-influence committees, the Power of Three isn’t delivering its full impact.

4- Diversity disclosure specificity: Compare “We value diversity” with “We commit to 40% women by 2027 and will report progress annually.” Only the latter creates accountability.

For board-ready women, I encourage you to identify 10-15 target companies with upcoming term expirations in your area of expertise. Time your outreach to coincide with the Q4/Q1 nomination season, when committees finalize shortlists. Waiting until opportunities are announced means waiting until decisions are already made.

For nominating committees, consider conducting a self-audit by reviewing your past three proxy circulars. An institutional investor reading those documents will quickly see whether you’ve made progress or stayed the same.

Proxy circulars make the gap between stated commitment and actual composition visible. The information is available to anyone willing to look.