The New York event brought together top governance professionals in an era when change can be quick and new stakeholders are entering the arena
The 2025 Corporate Governance Forum brought together governance professionals, board members and advisers for discussions that included proxy disclosure, shareholder activism and the politicization of corporate decision-making. Across all panels, one theme stood out: governance has become more strategic, more transparent and perhaps, more political than ever.
Here’s five takeaways from the event.
1. The proxy statement is a storytelling tool, not a compliance document
During the first session of the day – Best practices for optimizing your proxy statement, streamlining preparation and improving disclosures – speakers from Murphy Oil, AIG and DFIN emphasized the shift in proxy statements from dense, legalistic filings to clear, strategic narratives. As Christina Banthin, SVP and corporate secretary at AIG put it, companies are ‘thinking about the proxy all year’ rather than treating it as an end-of-year exercise. The best disclosures, she said, use plain English, strong visuals and direct explanations linking board composition, pay and oversight to long-term business strategy.
This isn’t about style over substance. It’s about clarity of purpose. As Tricia Hammons, director, governance and legal services at Murphy Oil explained: ‘most proxy analysts take three to 11 minutes to scan a proxy – so get your message straight.’
2. ESG may have faded as a label, but not as a board priority
The forum revealed a recalibration in how companies talk about environmental and social issues. Several panelists noted that the acronym itself has become politicized, with Hammons remarking that ESG had become ‘a bad word last year’. Yet companies continue to embed sustainability and inclusion within broader narratives about risk and shareholder value.
Rather than chasing ratings, participants said the focus now is on oversight and outcomes, tying climate and workforce initiatives directly to business performance. As Ron Schneider, director of corporate governance services at DFIN noted, the ‘safe ground’ is to show the clear link between these programs and shareholder value.
3. Activism defense starts with performance and relationships
The activism outlook panel titled: Preparing your board for action amid a changing activist landscape underlined that universal proxy rules may have changed the mechanics, but not the fundamentals. The best protection against shareholder activism remains a credible strategy and consistent performance. ‘Good performance is your best defense,’ said Arden Phillips, vice president, deputy general counsel and corporate secretary at Constellation Energy, whose company’s stock had multiplied since its spin-off. Three years ago, parent company Exelon spun off the company to separate its regulated utility business from its competitive power generation business.Open configuration options
Equally important is engagement. Hope Melman, chief legal and corporate affairs officer at Ally Financial stressed that companies ‘have to engage year-round with [their] shareholders’ rather than waiting for a crisis. Activists, she noted, build relationships long before a campaign – and issuers should do the same. ‘You don’t want your first phone call to be when you’re asking for support.’
4. Boards must prepare for activism before it happens
Preparation emerged as another key takeaway. Directors should understand the mechanics of a proxy fight, how to respond to an activist’s approach and how to communicate the company’s strategy under pressure. Melman urged companies to rehearse scenarios and ‘pretend [you’re] BlackRock’ to simulate investor questioning.
Equipping directors with talking points and context ensures that if a campaign arises, they can speak confidently without being defensive. As Mehlman observed, even in calm times, ‘you have to engage on a clear day’, meaning don’t wait until you have a problem to engage with your board ‘build those relationships’ over time.
5. The politicization of governance demands composure and clarity
The how to ride the ‘politicization of governance’ wave session examined how political tensions now reach deep into corporate strategy. Executives from sectors exposed to trade, tariffs and national security described how ‘distortions’ in the political environment are forcing boards to revisit core assumptions. Paul Sharobeem, associate general counsel and assistant secretary at Century Aluminum, warned that governments acting as investors ‘are not commercial actors’ and can alter strategic priorities in unpredictable ways.
For boards, the message was to stay focused on facts, risks and long-term value. Legal advisers urged companies to map every point of contact with government – formal or informal – and prepare for scrutiny of diversity, lobbying and sustainability policies. ‘It’s really that readiness muscle on steroids,’ said Beth Sasfai, partner at Cooley, calling for tabletop exercises on politically sensitive issues.
All-in-all, the forum’s message was clear: governance in 2025 is not just about compliance. It’s about communication, foresight and balance – telling your story effectively, preparing for pressure and staying calm in a politicized world.
