Criteria

Criteria

Director of the Year Policies and Procedures

Each year since 1987, NACD has awarded a Director of the Year honor to a public company director whose recent board service exemplifies the knowledge, leadership, and excellence in corporate governance that our organization promotes. In 2020, NACD is introducing three distinct Director of the Year categories: Public Company, Private Company, and Nonprofit.

Nomination Process

Nominees for Director of the Year require letters of testimonials from board peers and colleagues. All nominations and supporting documentation must be received by February 1, 2020. It is the responsibility of the individual or organization submitting the nomination to arrange for the letters of recommendation to be submitted to NACD. Letters of recommendation from other board members and executives who have served with the individual are weighted most heavily in the selection process. A nomination package must include the following elements in order for it to be sent to the selection committee for consideration:

  • A nominee bio

  • A completed nomination form

  • A minimum of three letters of recommendation supporting the candidate from board colleagues and peers

The nomination material should describe the candidate's attributes and achievements and provide detail into how the nominee exemplifies the principles of director professionalism: integrity, mature confidence, informed judgment, and high-performance standards. Nominations for Director of the Year should focus most heavily on recent achievements.

Nomination Requirements

Public Company Director of the Year candidates are required to serve as non-executive chair, lead director, or committee chair of a public company board at the time of nomination. This qualification does not apply to the Private Company or Nonprofit Director of the Year categories. The Director of the Year in each category is selected based on the criteria that reflects NACD's standards of director professionalism:

Integrity

  • Demonstrate the highest ethical standards on both a personal and professional level

  • Set a notable tone at the top in promoting the company's vision and values

  • Consistently demonstrate candor, fairness, and openness to others' opinions

  • Exhibit courage and leadership under duress, doing what is best for the corporation and its shareholders in the face of countervailing pressures inside or outside the boardroom

Mature Confidence

  • Value board and team performance over individual performance, keeping ego in check

  • Facilitate superior board performance, bringing out the best in peer directors

  • Form constructive working relationships and collaborate with an independent attitude

  • Participate in the development of future leaders and directors

Informed Judgment

  • Provide wise, thoughtful counsel on a broad range of issues

  • Maintain leadership in their fields of endeavor

  • Demonstrate judgment and discretion that is trusted by their peers

  • Have a track record for actions that have guided their company in maintaining consistent, long-term profitability, pursuing significant business opportunities, improving shareholder returns, and/or dealing effectively with a crisis or other major change

High-Performance Standards

  • Have a history of achievements that reflect high standards for themselves and others

  • Devote time to the job, both inside and outside the boardroom, demonstrating rigorous preparation and participation

  • Foster an environment of constant improvement of strategic goals, performance, and innovation

  • Demonstrate a focus on creating and balancing value for shareholders, customers, employees, and other stakeholders

Only nominees who have not previously won either honor will be considered. 

NACD Chapter Director of the Year honorees, as well as NACD chapter leaders and board members, are eligible to be included as candidates for the national awards, and the same nomination requirements will apply. The chapter president or administrator must submit an official nomination form and also arrange for letters of recommendation to be forwarded to NACD.

Nominators should carefully consider which category (either Director of the Year or B. Kenneth West Lifetime Achievement Award) would be the most appropriate based upon the candidate's level of involvement and achievements with each type of organization; however, NACD reserves the right to move nominees between categories if they are eligible to be considered in more than one category. A director may win an honor in only one category in the year of nomination but may be re-nominated for another award in subsequent years.

Selection Committee

A committee is formed for the purpose of reviewing the slate of candidates within the appropriate category. The committee consists of individuals who have experience and knowledge of the responsibilities of directors in their specific category and possess significant knowledge of corporate governance practices and issues. Independence and diversity of thought is a priority when considering potential committee members. Selection committees often are populated with previous Director of the Year and B. Kenneth West Lifetime Achievement Award honorees who understand the nature of the award and its criteria. The list of potential selection committee members is approved by NACD senior staff with oversight for the Directorship Awards program.

The selection committee members are presented with expanded biographies, the nomination form, and supporting letters for each nominee, plus a candidate summary spreadsheet and assessment tool. They commit to carefully reviewing each of the candidate profiles for nominees within their category, to participating in conference calls to discuss the candidates, and to making their final recommendation for the recipient of the award and a runner up. They agree to complete confidentiality in the process.

Each committee's selected winner is submitted to the NACD board for final ratification. The board ratifies the winners with a majority vote and the winners are final.