Overboarding Limits Evolve: How Boards Tighten Capacity Rules in 2025

Introduction: Why Overboarding Limits Are a Hot Governance Issue in 2025

For a long time, boards have been trying to find the right balance between using experienced directors and not overworking them. Overboarding regulations are meant to protect the quality of governance, focus, and effectiveness by making sure that directors don't serve on too many boards at once.

But 2025 is turning out to be a time to start over.

Why? Boardrooms are under greater strain than ever because of threats to cybersecurity, ESG scrutiny, activist pressure, digital transformation, and geopolitical shocks. In this environment, being on more than one board can be hard and even dangerous.

So, how are the limits on overboarding changing? What are the new standards for how many people can serve on a board in 2025? Let's look into it.

Futuristic boardroom dashboard highlighting overboarding limits for directors in 2025.

What Is Overboarding, Exactly?

At its core, overboarding refers to a situation where a director holds too many board positions, potentially compromising their ability to dedicate sufficient time and attention to each.

While there’s no universal rule for what constitutes “too many,” common thresholds have evolved over the years. Historically, many companies and investors set soft limits—3 public boards for non-executive directors and 2 for CEOs. But those numbers are tightening.

In 2025, the definition of overboarding is not just about quantity—it’s about context, accountability and capacity.

Why Overboarding Matters More Than Ever in 2025

Let's be honest: most directors don't take on more than one board seat solely to look good. They have a lot of knowledge and experience from many fields. But in 2025, being on even one active board means:

• Dealing with cybersecurity problems as they happen

• Talking to regulators about ESG disclosures

• Keeping an eye on AI ethics and how data is used

• Rebuilding confidence among stakeholders during global crises

• Being responsible to a growing number of loud shareholders

In short, the governance load has grown exponentially.

This has made investors and companies revisit a key question: 

“How many boards is too many, now?”

What’s Changing in 2025: The New Face of Overboarding Rules

The Harvard Law School Forum on Corporate Governance says that overboarding limits will change like this in 2025:

1. Institutional investors are making their rules stricter

Big companies like BlackRock, Vanguard, State Street, and ISS have made their overboarding rules more strict.

• BlackRock currently votes against non-executive directors on 4 or more public company boards, down from 5.

• Several proxy experts point out that CEOs who serve on more than one outside public board are a problem.

• Glass Lewis says to vote against NEDs who have five or more directorships, unless there is a good reason to do so.

Investor policies are no longer just words on paper; they are effectively enforced during director elections. 

2. Shift from Count-Based to Context-Based Evaluations

The number of boards used to be the major measure. But in 2025, it's all about the whole time commitment, which includes:

• The amount of work that committee members have to do (particularly audit chairs)

• Responsibilities for managing a crisis

• Travelling internationally or across borders for work

• Startups or SPACs that need a lot of governance

Boards increasingly do internal time-allocation audits, which means that directors have to explain how they handle multiple responsibilities.

3. People are upset by executive overboarding.

Serving executives—especially CEOs and CFOs—face stricter scrutiny.

Serving executives, notably CEOs and CFOs, are under more scrutiny.

In 2025, more and more corporations tell their CEOs not to sit on more than one outside board. Some companies don't even let them do it.

Why?

In a world where there are crises all the time and people are held accountable in real time, executive bandwidth is a must. Boards want management to pay full attention, and investors want their outside directors to do the same.

Policy on Overboarding in Proxy Voting: No Longer a Uniform Approach

Institutional investors and proxy advisors have always had a big impact on what boards expect, and in 2025, their views on overboarding are more nuanced than ever. What started out as broad boundaries (usually limiting directors to three or four boards) has now become a much more precise method.

Proxy advisers like ISS and Glass Lewis, as well as asset managers like BlackRock, Vanguard, and State Street, have changed their practices to take into account both the complexity of governance and the differences in roles. For example, non-executive directors may still be on a maximum of 4–5 public company boards, but CEOs and other sitting executives are usually only allowed to be on one external board. These differences based on role recognise the growing demands on active CEOs and the requirement for unambiguous accountability.

Also, there is a clear move towards governance based on disclosure. Some investors now want boards to explain why they hired directors by being open about their time commitment, contribution history, and attendance, instead of putting hard caps on them. The point is clear: numbers are important, but so is the situation.

There is still a fine line, though. Policies that are too strict could unintentionally discourage experienced directors from serving on boards when their skills are most needed, especially in industries that are going through changes or crises.

That's why a lot of governance experts support a model that is more dynamic and balanced, one that combines quantitative benchmarks with qualitative measures like director participation, committee load, and prior performance. As stewardship standards get better, it's likely that both investors and boards will work together to create rules that are more flexible and take into account both performance needs and the integrity of governance.

How Boards Are Enforcing Capacity Limits Internally

Investor scrutiny has definitely sped up the change, but many boards are not waiting for outside pressure. Instead, they are taking steps on their own to limit the number of directors and prevent the consequences of overboarding.

1. Annual Capacity Disclosures

Today, directors are expected to provide full transparency around their professional load. These annual disclosures go far beyond a list of current board positions. Directors must now include time commitments across all types of roles, including advisory boards, nonprofit positions, startup mentoring, academic affiliations and even time-intensive executive education or speaking engagements.

These disclosures help the board assess whether a director can realistically contribute meaningfully across the year—especially during periods of heightened activity like audits, crises, or special committee work.

2. Pre-Appointment Due Diligence

When it comes to picking board members, nomination committees are being much more careful. They now look at a candidate's bandwidth in addition to their skills and expertise. The questions are about:

• Expected yearly time contribution

• Meeting attendance capacity across time zones

• Travel requirements for holding multiple board positions at the same time

• Possible needs from jobs that are likely to cause problems (such as organisations going through reorganisation or mergers and acquisitions)

Some people even look at digital calendars to double-check availability.

3. Resignation Clauses

The usage of resignation-trigger provisions is a big change. These are rules in board charters that automatically remove a director from office if they go above the agreed-upon limit for overboarding. These clauses make sure that there is a built-in way to govern without having to wait for a vote. Some boards let directors be reappointed through a special vote, but the director has to prove why they should stay on.

These steps together point to a new era of government in which being there and being ready are just as important as having a good reputation.

A New Reality for Seasoned Directors: Choose Your Seats Wisely

The reality in 2025 is that being on a board is no longer a part-time badge of honour. It’s a full-scale fiduciary role—with legal, ethical and public ramifications.

Many senior professionals are now voluntarily stepping down from certain boards, prioritising roles where:

• They can add distinct value

• They’re closer to the business model

• The governance load is manageable

• The reputational risk is lower

We’re also seeing more portfolio rationalisation—especially among directors holding private equity, nonprofit and startup board seats alongside public roles.

The Growth of Tools for Evaluating Boards and Dashboards for Directors

Many boards in 2025 are utilising director dashboards to improve the quality of governance. These are digital technologies that show:

• Records of attendance 

• How well the committee works

• Levels of engagement

• Disclosures of conflicts of interest

• External obligations

These technologies let boards see the risk of overboarding, keep track of how much directors contribute, and plan for the future.

Some even employ AI to find possible problems, such when two boards have a crisis at the same time and one director is there.

What Overboarding Means for Board Aspirants in 2025

For professionals aspiring to board roles, overboarding rules are now a gating filter.

Here’s what’s changed:

• One high-value board is better than three passive ones.

• Nominating committees prefer directors with time availability and agility.

• Governance certifications and director education are being weighed more seriously, especially for those entering the board ecosystem laterally.

Put simply, aspiring board members in 2025 must curate their governance careers, not just accumulate titles.

Board Composition, Diversity and Overboarding: A Tense Balance

Overboarding limits also intersect with another boardroom mandate—diversity.

As companies seek diverse candidates (across gender, age, geography, industry), they often look at a small talent pool. But some of the most in-demand candidates are already serving on 3-4 boards.

So, how do boards make sure they have enough variety without going overboard?

We're seeing increasingly imaginative ways to solve problems:

• Making advisory councils instead of full board seats

• Changing the duties of committee members to get more experience

• Creating future board-ready pipelines from internal pools of executive talent. 

This isn't just a problem with governance; it's a problem with the pipeline.

Conclusion

Overboarding isn't about numbers; it's about priorities. The changes to overboarding procedures in 2025 show that board service is no longer just a formality. It's strategic, hard, and very important to the purpose.

Yes, limits are tightening. But this isn’t about exclusion—it’s about governance resilience.

Companies need directors who are present, prepared and proactive. Investors want governance that is sharp, swift and sustainable. And directors themselves are beginning to recognise the value of doing fewer things better.

Directors’ Institute- World Council of Directors helps you stay board-ready—without getting overboarded. 

At Directors’ Institute, we believe that board leadership must evolve with the times. And that includes being intentional about capacity, contribution and credibility.

Whether you're currently serving or looking to step into a board role, staying informed about overboarding norms is essential. Our governance certifications and board-readiness programs are designed to help senior professionals:

• Make smart choices about board roles

• Understand global expectations and best practices

• Build reputational capital in a way that’s future-proof

We don’t just teach governance—we partner in shaping it. 

Because boardrooms today need more than experience. 

They need presence, judgement and purpose.

References:

https://corpgov.law.harvard.edu/2025/07/08/the-evolution-of-overboarding-policies/

Our Directors’ Institute - World Council of Directors can help you accelerate your board journey by training you on your roles and responsibilities to be carried out efficiently, helping you make a significant contribution to the board and raise corporate governance standards within the organization.