Director Onboarding Checklist

Pre-Appointment

Objective

Confirm the director candidate’s qualifications, independence status, cultural fit, and readiness to serve and conduct diligence to minimize reputational risks.

Checklist

• Collect a D&O (directors and officers) questionnaire: Have potential new directors fill out a standard D&O questionnaire to determine whether they (1) have any conflicts of interest or related party transactions, (2) will be considered independent, (3) will meet specific qualifications for committee assignments as required by applicable exchange standards, and (4) have any ownership of company stock that will be reported on SEC Form 3.
• Assess the candidate’s qualifications and expertise: The company’s board of directors (the board) and management should evaluate the candidate’s qualifications and expertise against the board’s skills matrix to ensure alignment with the company’s strategic priorities and any gaps in the board’s composition or expertise. Determine whether the director candidate will have any overboarding or conflict of interest (e.g., competitive) issues.
• Conduct reference and background checks: The company should conduct reference checks and run a background check. This process should include the verification of the candidate’s public profile and the evaluation of any reputational risks.
• Conduct interviews: The board and management should schedule and complete interviews with the candidate to assess their qualifications, cultural fit, and alignment with the company’s governance standards. During the interview process, the candidate should confirm their willingness, availability, and time commitment to serve on the company’s board.
• Designate committee assignments: The board should determine committee assignments, if any, for the new director. If a director will be appointed to a committee, the board should confirm that (1) the new director meets the applicable criteria and independence standards for such committee or (2) the board will rely on an exception or transition period under the rules of the applicable exchange. The company must report the director’s committee assignments in SEC Form 8-K.
• Confirm whether the director has EDGAR (Electronic Data Gathering, Analysis, and Retrieval) codes: If the director does not have EDGAR access, submit a Form ID application through the EDGAR Filer Management portal as early as possible.

Corporate Authorizations

Objective

Ensure proper corporate authority, board mechanics, and approvals.

Checklist

• Confirm the board’s size and classification: Verify the size of the board. If there is no vacancy, the board will need to approve an increase in its size. Confirm the corporate governance requirements to approve an increase in size and the required authority to appoint a director to fill the vacancy. If the board is classified, consider which class to appoint the director to and examine whether the governing documents state the classes should be even.
• Initiate nominating and corporate governance committee (NCGC) review and recommendation: Review the NCGC’s charter and have the NCGC review and recommend the candidate for election to the board. The NCGC typically reviews the candidate’s following items in connection with the recommendation:
  • Background check
  • Any related party transactions (disclosed in the D&O questionnaire)
  • Independence determination (relevant information included in the D&O questionnaire)
  • Reference checks
  • Biography to be included on the website (confirm it is accurate)
• Move for board approval: The board should formally approve the appointment of the new director in accordance with the company’s governing documents and applicable law. The board should also make the independence determination as explained in the following bullet point.
• Make the independence determination: The board should determine, based on the facts and circumstances known to it and the new director’s D&O questionnaire, (1) whether the new director has any relationships that would interfere with the exercise of independent judgment in carrying out their responsibility as a director of the company; and (2) whether they qualify as an “independent director” as defined by the applicable exchange’s rules. If the director is appointed to a committee, the board should determine if they meet any additional requirements required for appointment to the committee or if the board needs to rely on an exception under the rules of the applicable exchange.
• Confirm compensation: Verify the compensation, including equity, owed to the new director under company policies, and confirm compensation is set up to be paid. If the company’s nonemployee director compensation policy provides for new director equity grants, then the compensation committee or the full board should approve the grant at or near the time the director takes office.

Securities and Exchange Commission Filings

Objective

Comply with SEC reporting requirements, timelines, and EDGAR access.

Checklist

• File Form 8-K: A current report on Form 8-K must be filed within four business days of the election of a new director (except if they are elected by vote of security holders at an annual meeting or special meeting convened for such purpose). Refer to Form 8-K Item 5.02(d). Form 8-K must disclose:
  • The new director’s name and date of election
  • A brief description of any arrangement or understanding between the new director and any other persons (naming such persons) pursuant to which such director was selected as a director
  • The board committees that the new director has been, or at time of disclosure is expected to be, assigned to
  • A brief description of any material plan, contract, or arrangement the director enters into or any material amendment in connection with the triggering event or any grant or award to any such covered person or modification thereto, under any such plan, contract, or arrangement in connection with any such event¹
  • The information required by Item 404(a) of Regulation S-K regarding any related person transactions
  • If information relating to committee appointments or related person transactions is unavailable at the time of filing, the Form 8-K must include a statement to that effect, and the company must file an amendment within four business days after the information is determined or becomes available (refer to Form 8-K, Item 5.02, instruction 2)
• Apply for or gain access to EDGAR codes: If the director does not have EDGAR access, they must complete and submit a Form ID application available on the dashboard of the EDGAR Filer Management portal. The Form ID must be completed, saved, printed, signed, notarized, and uploaded to the EDGAR Filer Management portal for processing. Individuals must present individual account credentials from Login.gov to access the dashboard and complete the Form ID. Companies should allow several business days for SEC staff to process Form ID applications. The new director must have their account administrator delegate filing authority or account administrator status to the company’s personnel to file on their behalf. The company should also collect an executed electronic signature attestation form from the director. The company should offer to facilitate the EDGAR codes application process for the director or coordinate with another company if it administers the director’s codes.
• File Form 3: A Form 3 must be filed within 10 calendar days of becoming an insider, which includes election to the board, but it is typically filed earlier if an SEC Form 4 filing is due during the 10–calendar day period. A Form 4 must be filed within two business days following the date of the grant of equity to the director (including any grants made in connection with the director’s initial appointment/election). Form 3
  • must include all equity securities of the issuer beneficially owned by the director as of the date they became an insider;
  • must be filed even if the director does not beneficially own any of the issuer’s securities;
  • should not include equity securities granted to or otherwise acquired effective upon the director’s election (such grants are reportable on Form 4); and
  • should include a Power of Attorney document (as Exhibit 24) to permit company representatives to make filings for the director, as needed.

Indemnification, Insurance, Corporate Policies, and Notifications

Objective

Protect the director and integrate them into the company’s governance framework.

Checklist

• Prepare an indemnification agreement: The new director and the company should enter into an indemnification agreement on the company’s standard form.
• Confirm D&O insurance: The company should confirm coverage of the director under its existing policy, including any applicable coverage amounts, limits, and scope.
• Manage exchange notifications:
  • Nasdaq has no formal new director notification requirements unless their appointment causes any violation of Nasdaq rules.
  • The New York Stock Exchange (NYSE) requires notice within five business days via an interim written affirmation of a change in the directors of the company (refer to sections 303A.12 and 204.10 of the NYSE Listed Company Manual).
  • The Delaware secretary of state requires notice in connection with the company’s next annual report.

Onboarding and Integration

Objective

Facilitate a successful integration of the director into the company’s governance framework and operations.

Checklist

• Schedule orientation meetings: The corporate secretary should coordinate orientation sessions for the new director with key members of management, including the CEO, chief financial officer, general counsel, and other senior executives. These meetings should provide an overview of the company’s strategic priorities, financial performance, risk management framework, and major ongoing initiatives. The orientation should also include a review of the company’s governance structure, board calendar, and expectations for director engagement.
• Share working group lists: Ensure the director’s and any executive assistant’s contact information is available to fellow directors and executive management.
• Set up access and technology: Ensure the director receives access to the board portal and any other secure platforms used for board communications and document distribution. Provide instructions for logging on, accessing meeting materials, and using collaboration tools.
• Prepare strategy and policy materials: Provide the new director with a summary of the company’s strategic plan and key performance indicators. Additionally, the new director should receive a copy of the company’s policies and governing documents, including the company charter, bylaws, committee charters, corporate governance guidelines, the code of business conduct and ethics, the nonemployee director compensation policy, the insider trading policy (including any SEC Rule 10b5-1 trading plan guidelines), and the compensation recovery policy. Also consider providing the company’s most recent annual report, proxy statement, earnings release, and investor presentations.
• Schedule policy and compliance training: Provide the director with training on key corporate policies, such as the insider trading policy (including any Rule 10b5‑1 trading plan guidelines), the code of business conduct and ethics, corporate governance guidelines, and cybersecurity protocols. The training should emphasize compliance obligations under securities laws, confidentiality requirements, and procedures for handling material nonpublic information.
• Update the website: Update the website to include the new director’s biography and committee assignments.