93% of CEOs Want to Replace Their Board.

In 2023, South Korea recorded a fertility rate of 0.72. The replacement rate, the number needed to keep a

By Conor Healy

August 10, 2026

93% of CEOs Want to Replace Their Board.

Ask a CEO what they really think about their board and most will change the subject. Board relationships are managed, not discussed. Directors are thanked publicly, managed privately, and almost never removed. The system runs on a mutual fiction: that everyone in the room is contributing, that the oversight is meaningful, and that the people asking questions about the quarterly deck are the right people to be asking them.

PwC surveyed 524 C-suite executives between September and November 2025. Ninety-three percent said they wanted at least one board director replaced. That number is described in the report as “an unprecedented high.” It is also, if you think about it for more than a moment, an extraordinary indictment of a system that almost nobody is talking about openly.

The corporate board is the last major institution in business with almost no accountability mechanism. A CEO who underperforms gets fired. A CFO who misses targets gets managed out. A director who contributes nothing, asks the wrong questions, and hasn’t had a genuinely new idea since 2009 gets re-elected. Corporate governance has created a structure where the people responsible for holding executives accountable are themselves accountable to almost no one.

The Board Was Built for a Different World

The traditional board model made sense when business moved slowly. Directors met several times a year, read a prepared pack, asked questions, signed off on strategy, and went home. Their value was judgment, network, and the occasional intervention when management went badly off course. You didn’t need a director who understood AI or geopolitical supply chain risk because neither of those things was on the agenda.

They are now. The EY CEO Outlook Survey found that the share of CEOs citing geopolitical tensions as their primary near-term risk went from 28% to 56% in under twelve months. AI is rewriting business models faster than governance structures can track. Cybersecurity threats are evolving weekly. The board that was recruited for its industry relationships and its finance experience is now being asked to provide meaningful oversight of things it was never hired to understand.

Only 32% of executives say their boards have the right mix of skills and expertise. Directors themselves know it. Fifty-five percent of directors surveyed said at least one of their peers should be replaced — the highest level of dissatisfaction in the survey’s history. The reasons they give are consistent: lack of meaningful contribution to discussions, long tenure, and insufficient expertise in areas the company actually needs.

The boards know they are behind. They just can’t seem to do anything about it.

How to Remove a Board Director

Removing an underperforming board director is technically possible. In practice, it is designed to be difficult.

In most US public companies incorporated in Delaware, shareholders hold the formal power to remove directors. A majority vote of shareholders entitled to vote can remove a director with or without cause, unless the company has a classified or staggered board structure. Staggered boards divide directors into classes with terms expiring in different years, meaning only a fraction of the board faces election at any given time. On a staggered board, removing a director mid-term typically requires showing cause — fraud, gross negligence, or criminal conduct. Mediocrity, disengagement, and irrelevance don’t qualify.

Even where removal is technically straightforward, the practical barriers are significant. Shareholders must be organised, a formal resolution must be proposed, notice periods must be observed, a quorum must be present. Institutional investors rarely use this power for individual director disputes. Most retail shareholders don’t engage. And the nomination process that put the director there in the first place is controlled by the board’s own nominating committee — which means the same directors choosing successors for themselves.

The internal process is no cleaner. Seventy-eight percent of directors say their board assessments don’t capture a full picture of performance, and nearly three-quarters say their boards skip individual director reviews altogether. The evaluation process that should identify underperformance is widely acknowledged to be performative. A third of directors say long-serving members are a direct contributor to underperformance, and nearly one in five say their boards simply wait for retirement age rather than act.

The result is a system where everyone agrees a change is needed, the data confirms a change is needed, and nothing changes.

The Overreach Problem Running in Parallel

While executives are frustrated that boards aren’t effective enough, a separate and contradictory problem is growing alongside it. The number of executives who feel board directors are overstepping their roles has doubled in a single year. Thirty-two percent now report overreach — directors crossing from oversight into management, asking operational questions that belong to the executive team, and inserting themselves into decisions that are not theirs to make.

This is what happens when a board feels pressure to be more engaged without having the expertise to engage usefully. A director who doesn’t understand AI well enough to provide meaningful strategic oversight of an AI implementation might compensate by asking granular questions about the implementation process. A board that lacks someone with genuine technology depth might respond to that gap by becoming more involved in operational technology decisions rather than less.

The result is a board that is simultaneously under-skilled and overreaching — not providing the strategic oversight it should, while interfering in the operational matters it shouldn’t. For the CEOs trying to run a company in between, this is the governance equivalent of having a backseat driver who doesn’t know how to drive.

What Good Corporate Governance Actually Looks Like

The boards that work in 2025 look different from the boards that worked in 2005. The shift isn’t cosmetic. It’s structural.

Effective boards are smaller and more specialised. They have term limits that are enforced, not aspirational. They conduct individual director assessments with external facilitators rather than self-evaluating through a process that 78% of directors already admit is inadequate. They separate the social dynamics of the boardroom — the collegiality that makes hard conversations feel disloyal — from the professional obligations of governance.

The companies making this shift aren’t doing it out of idealism. They’re doing it because the cost of the alternative is becoming measurable. A board that doesn’t understand AI can’t meaningfully oversee an AI strategy. A board that hasn’t refreshed its membership in a decade is making risk assessments based on a world that no longer exists. A board where everyone is too polite to say the obvious thing is not providing oversight. It’s providing cover.

Eighty-eight percent of directors say they can personally take steps to improve board effectiveness. That figure suggests the awareness is there. The cultural barriers — discomfort with conflict, loyalty to colleagues, the social architecture of how boards operate — are what prevent the awareness from becoming action.

The Governance Gap

Corporate governance sits at the centre of every major business failure. Enron had a board. Theranos had a board. WeWork had a board. In each case, the board either failed to ask the right questions, lacked the expertise to identify what was going wrong, or operated in a culture where raising concerns felt more disruptive than staying quiet.

The PwC data suggests this isn’t a problem confined to scandal cases. It’s the baseline condition of corporate governance across the market. Ninety-three percent of executives wanting someone replaced is not a sign of a system under unusual stress. It’s a sign of a system that routinely produces boards misaligned with the companies they oversee, and then makes those boards nearly impossible to change.

The CEO who wants a director replaced has limited options. They can manage the relationship carefully. They can work around the board’s blind spots. They can hope the director retires before the problem becomes critical. What they mostly cannot do, within the normal mechanics of corporate governance, is simply remove someone who isn’t doing the job.

That gap, between what 93% of executives believe needs to happen and what the governance structure allows them to do about it, is where a lot of corporate risk accumulates.