New disclosure data shows how quickly corporate language can shift as boards respond to legal, regulatory and investor pressure
Only 36 percent of the top 100 US companies mentioned the word ‘diversity’ in human capital management disclosures – compared to 96 percent who did so in 2024 – according to a new report which demonstrates the speed of change in priorities for US firms.
The 63 percentage-point decline from year to year was matched across US stock indices, with diversity references falling 60 percent among S&P 500 companies and 51 percent among the Russell 3000, according to law firm A&O Shearman’s 2025 Corporate Governance & Executive Compensation Survey.
The survey frames this shift as a reassessment of disclosure language rather than a retreat from human capital management. Companies appear increasingly sensitive to litigation risk, changes in executive branch priorities, revised proxy advisory firm policies and shifting investor sentiment.
This caution is reflected not only in annual reports but also in proxy statements, where DE&I mentions declined from 99 percent to 88 percent among the top 100 companies and from 99 percent to 84 percent among the S&P 500. For corporate governance executives, the data underscores how disclosure phrasing itself has become a material governance risk requiring closer board and committee oversight.
The recalibration is also evident in executive compensation design. The prevalence of DE&I-linked incentive metrics has declined for the third consecutive year. Among top 100 companies, the use of such metrics fell from 83 percent in 2023 to 45 percent in 2025. The drop is more pronounced across broader indices, with DEI-linked incentives declining to 35 percent of S&P 500 companies and 19 percent of the Russell 3000. These figures suggest compensation committees are increasingly prioritizing metrics tied directly to financial and operational performance.
Beyond disclosure and pay design, the survey shows that combined CEO and chair roles remain common, particularly among larger companies. Some 53 percent of top 100 companies continue to combine the roles, compared with 41 percent of the S&P 500 and 34 percent of the Russell 3000. At the same time, the presence of independent board leadership remains widespread, with 69 percent of top 100 companies designating a lead independent director and 30 percent appointing an independent chair.
Board refreshment is increasingly framed around skills alignment rather than tenure alone. The survey reveals a growing use of skills matrices, with many companies explicitly identifying competencies such as technology, cybersecurity, regulatory oversight and capital allocation. Despite this emphasis, directors with designated cyber expertise remain relatively scarce, representing 14 percent of directors at top 100 companies and 19 percent at S&P 500 companies. Oversight responsibility for cybersecurity most often sits with the audit committee, which handles the issue at 83 percent of top 100 companies.
Gender representation data shows continued, though uneven, progress. Among top 100 companies, 52 percent report boards composed of 30 to 39 percent women, while 22 percent report 40 to 49 percent women and 11 percent report boards that are at least half women. Representation declines across broader indices, with only 4 percent of S&P 500 companies and 5 percent of Russell 3000 companies reporting boards with 50 percent or more women. Nearly all top 100 companies now present aggregated board diversity data and 93 percent provide director-specific disclosure, reflecting sustained investor pressure for transparency in this area.
Several secondary governance themes emerge from the data. Shareholder proposal activity declined during the 2025 season, with total proposals falling to 841 from 988 the prior year. Social and environmental proposals both decreased in volume, even as requests for no-action relief increased sharply to 353, up from 251. Requests based on ordinary business grounds more than doubled, signaling a more contested and complex proxy environment ahead.
The survey also highlights increased disclosure of executive security arrangements. Sixty-four percent of top 100 companies now report providing security-related perquisites, up from 54 percent the prior year, with median security costs rising 116 percent year over year. This trend reflects heightened threat environments and growing board involvement in executive risk management.
Environmental governance data shows continued expansion of emissions disclosure, with 83 percent of top 100 companies reporting scope one through three greenhouse gas emissions and 70 percent disclosing net zero targets. However, the use of carbon credits or offsets remains less prevalent, reported by 27 percent of top 100 companies.
