Private Company Governance in 2026: What Directors Say Is Changing

The Private Company Governance 2026 Report — a second annual survey conducted by the Private Directors Association in collaboration with the Arizona State University's New Governance Lab at at the W. P. Carey School of Business —o ffers a rare look inside private-company boardrooms. Based on insights from 151 respondents representing 142 companies across more than 22 industries and 31 U.S. states, the report provides directional benchmarks on board composition, priorities, operating practices, performance, and recruitment.

Who participated—and what kinds of companies are represented?

Respondents reflect a broad mix of company sizes and stages. Only 15% reported revenues under $1 million, while the largest share fell into the $25–100 million and $100–500 million brackets (about 25% each). By headcount, most companies skewed above 100 employees, with 34% in the 101–500 range and 23% above 500. In terms of maturity, 44% of respondents described their companies as “mature and stable,” while 40% were in “growth or scaling.”

Board types, roles, and composition

Fiduciary boards remain the dominant structure: 69% of companies reported fiduciary boards, with 31% advisory. Across most company types, respondents were primarily independent outside directors, though advisory boards in private equity settings included a wider mix of insiders.

Priorities and the top challenges boards face

A new 2026 question explored whether directors prioritize policy/strategy or operations oversight. Most fiduciary respondents (80%) emphasized policy and strategy, while one-third of advisory respondents identified operations oversight as their primary focus—raising questions about role clarity.

When asked to rank the top business challenges, respondents most often cited economic conditions (~36%), workforce capability and engagement (~25%), and opportunities and risks of AI (~20%). Regulatory uncertainty and succession followed closely.

Governance practices—and emerging tensions

Most boards report strong fundamentals: 97% of fiduciary and 89% of advisory respondents receive agendas/packets in advance, and many use executive sessions (81% fiduciary; 68% advisory). Yet the report flags several “governance tensions,” including an AI oversight gap: AI is a top-three challenge, but only 41% of respondents report AI/technology oversight policies in place.

Succession planning is another pressure point. While CEO evaluation increased year-over-year (71% fiduciary; 44% advisory), fewer boards reported having succession plans (45% fiduciary; 33% advisory), and emergency successor coverage declined notably among fiduciary boards.

Time, compensation, and effectiveness

Directors reported attending roughly 7–9 meetings per year, split between in-person and virtual. Compensation is common (83% fiduciary; 74% advisory), with median annual cash retainers of $35,500 for fiduciary directors and $16,750 for advisory directors.

Finally, while most directors rate their boards as effective or better, fewer than half conduct formal board performance reviews—highlighting a gap between perceived effectiveness and evaluation rigor.

Overall, the report provides practical benchmarks and prompts for boardroom discussion—especially around AI governance, workforce oversight, succession readiness, and more disciplined approaches to board evaluation and recruitment.