A decade ago, after a multi-year research initiative involving more than 150 U.S. and European board leaders, I made what was then a contrarian argument: Boards should stop sitting back on their heels while activists, suitors, regulators and governance groups take aim, and instead go on the offensive, reshaping their structure, operating practices and cultural norms to accelerate value capture. The best boards, I wrote, are not a compliance function. They are a competitive weapon.
In 2026, the market has removed all ambiguity about the cost of ignoring that advice.
The Siege is No Longer Seasonal
Consider what boards faced in just the first six months of this year. Lazard’s H1 2026 Review of Shareholder Activism tallied 184 new campaigns globally, the busiest six-month stretch ever recorded, running roughly 20 percent ahead of last year and nearly 40 percent above the five-year first-half average. Diligent Market Intelligence’s Proxy Season Review 2026 counted more than 400 U.S. companies facing activist demands in the half, the fifth consecutive year at that level, with push-for-sale demands surging almost 50 percent. Barclays’ mid-year review reached the same conclusion from its own data: Activity accelerated straight through the period when campaigns historically go quiet, confirming that activism is now a year-round condition rather than a proxy-season event.
Two features of this wave should command every director’s attention. First, the demands have moved upstream. Lazard found that pure strategy campaigns (challenging how a company competes, allocates capital and deploys AI) accounted for roughly twice their historical share of activity, and in the technology sector nearly half of all campaigns questioned the company’s AI approach. Activists are no longer merely critiquing board composition; they are critiquing the board’s strategic judgment. Second, the pressure is coming from inside the building. In the latest PwC and Conference Board survey of the C-Suite, an extraordinary 93 percent of executives said at least one of their directors should be replaced, the highest figure ever recorded in the study. When management and investors independently reach the same verdict, the complacent board has run out of places to hide.
What High-Performing Boards Do Differently
My original research distilled board performance into three sets of drivers, and they have aged well precisely because they are foundational to sound governance rather than fashionable.
Structural: Right-size the board; ensure director experience actually maps to the company’s future, not its past; and design committees with clear charters, real deliverables and disciplined member rotation and succession. Today that means confronting the AI competence gap head-on: In PwC’s findings, virtually all executives want their boards using AI in oversight, yet only about a third of directors report their boards actually do.
Operational: Build the annual board agenda backward from the company’s most important value creation decisions, not forward from last year’s calendar. In my work with boards making this transition, the single most powerful reallocation is devoting roughly three-quarters of meeting time to critical near-term value delivery initiatives. A board whose agenda mirrors an activist’s thesis (capital allocation, portfolio shape, operational performance, leadership depth) leaves the activist nothing new to say.
Cultural: Vigorous director-to-director debate on the biggest issues, open information flow with management, a genuinely rigorous annual CEO assessment and a CEO succession plan treated with integrity rather than as a drawer document. Culture is where most board improvement efforts quietly die, because it requires directors to hold one another accountable, the very thing the 2026 survey data says boards still avoid.
Taking the ammunition away
The transition to a high-performing board is a bespoke process, but it follows a reliable arc: a rigorous self-assessment; a reset of performance expectations for the full board and each director; the deliberate embedding of high-performing team attributes (small numbers, complementary skills, common purpose, mutual accountability); and finally, tight alignment of the board’s own development plan with the enterprise value creation agenda. In my experience, it only succeeds when the board leader takes full, personal ownership of the process. Delegated transformation is theater.
The reward is substantial. A board operating this way becomes a strategic asset to the CEO and a genuine competitive weapon for the company. Directors stop feeling perpetually on the hot seat, buffeted by forces they did not anticipate, and start driving the value agenda themselves, in effect taking the ammunition away from activist investors before a campaign is ever filed.
The 2026 numbers tell us the alternative. With campaign volume at record highs, sixteen repeat activists now accounting for half of all new campaigns, and executives conceding that boardroom seats are misallocated, the market has already priced complacency. Every board will be assessed this year. The only open question is whether the board conducts that assessment itself, on its own terms, or whether an activist, an acquirer or its own management team conducts it instead.
