In today’s new era of governance, board members who can shape and sustain a strong board culture are emerging as enablers of organizational success. The Wharton Alumni for Boards community and Nasdaq Center for Board Excellence convened a panel of seasoned directors to share insights and practical strategies for enhancing board engagement. The panel included Evan Epstein, Executive Director at the UC Center for Business Law in San Francisco, and host and author of the Boardroom Governance podcast and newsletter, Jane Sadowsky, who currently serves on two public and one private equity-backed corporate boards and is a senior advisor at Moelis & Company and a founding member of Extraordinary Women on Boards, and Kaley Karaffa, Head of Board Advisory, Americas and APAC at Nasdaq.

Considerations for Prospective Directors

Governance is a core driver of an organization’s long-term value and resilience, yet fiduciary duties are carried out in widely varying ways across boards. The panel stressed the importance for prospective directors in conducting thorough due diligence to assess the board’s responsibilities, the board culture, and the degree of influence they can realistically expect. Additional considerations include:

• Know the time commitment. Board service requires more than attendance. Impact-oriented directors should be prepared to invest the time required in preparation before meetings, active engagement during meetings, and follow-ups on agreed tasks after meetings, including collaboration with peers and the CEO to advance board and corporate priorities. Travel to and from meetings and offsites can also be time-consuming. Understanding the wholistic time commitment is essential to meaningfully and effectively contribute to the board.
• Evaluate company disclosures. Sadowsky emphasized that a careful review of the company’s public disclosures helps prospective directors assess the company’s priorities and guiding principles, given different regulatory regimes, legal restrictions, and requirements. Sadowsky noted that ‘reading between the lines’ also offers insight into “how leadership thinks through very complicated, of-the-moment situations where you have to act now, but what you do may inform the long term.”
• Understand the governance structure. Governance structures vary significantly across public, private, and nonprofit boards, particularly in terms of composition, directors’ roles, and governance standards. Epstein noted that private companies and venture-backed boards may demand more time and engagement than their public company peers. As Epstein explained, “Governance depends a lot on how the investors and founders think about governance, but a seat on such a board provides an opportunity to gain valuable experience.”
• Assess interpersonal dynamics. Boardroom influence does not always boil down to expertise. Sadowsky cautioned that on private equity boards, “No matter what you bring to the table, the owners can out-vote you. Understanding both the structure and interpersonal dynamics is very important. How will you be spending your time—focused on strategy or on managing tensions among stakeholders?” Karaffa added that skilled independent directors can play an important role on non-public boards as moderators and relationship builders by “having one-on-one calls and helping to ensure that all interests are represented to the best degree possible.”
• Channel the traits of a ‘great’ director. The panelists agreed that great directors are humble, intellectually curious, prepared, and present. They focus not only on what is being said, but also on what isn’t. They look for nonverbal cues. They understand their role is to maintain a listening mindset, ask penetrating questions, and provoke deep discussions that help the board arrive at collaborative decisions.

Practical Steps for New Directors

For new directors, the panel recommended several key actions to support a successful transition and meaningful contribution from the first meeting—whether through a formal onboarding or self-directed approach.

• Engage with leadership. Meet with the principals of the company and the general counsel to understand strategic priorities and fiduciary duties.
• Review foundational materials. Study corporate documents and frameworks to build context.
• Deepen industry knowledge. Learn as much as possible about the business, its sector, and the issues likely to come before the board.
• Clarify decision-making processes. Understand how decisions are made and how governance considerations are integrated into board deliberations.
• Seek mentorship. Connect with experienced directors to gain deeper insights and practical advice on navigating board dynamics.

Managing Transitions in the Board

The panel also touched on the delicate but important matter that directors may face at some point—when a formerly productive director wants to hold onto their seat but is no longer adding value to the board. Karaffa and Sadowsky emphasized the importance of handling these situations with respect and empathy. A quiet conversation with directors to understand their motivations for staying on the board can be a valuable first step in finding a resolution that is beneficial to both honoring the director’s legacy and serving the board’s evolving needs. A board should consistently emphasize that directors are there to serve the company and its stakeholders—and that directors must put the company’s interests above their own.

Stepping Into the Boardroom with Purpose

In today’s evolving governance landscape, the role of a director extends beyond oversight—it demands cultural stewardship, strategic insight, and emotional intelligence. As highlighted by the panelists, effective board service begins with rigorous preparation and a deep understanding of interpersonal dynamics, governance structures, and organizational priorities. Whether you are a seasoned director or stepping into your first board seat, embracing humility, curiosity, and active engagement can transform your presence in the boardroom. Ultimately, it is not just about having a seat at the table; it is about using that seat to foster trust, challenge constructively, and drive meaningful impact.