May 2, 2022

Nasdaq Board Diversity Matrix: Examples of Variations

Last week on our Proxy Season Blog, I highlighted a Goodwin analysis saying that nearly 80% of Nasdaq companies have included a board diversity matrix in their proxy statement this year, rather than waiting for the August deadline to post on their website.

For those companies that have not yet published a matrix, a new memo from Compensation Advisory Partners runs through example matrices based on the most recent Nasdaq instructions from February of this year. Here are the 6 examples – check out the memo to see what they look like:

1. Matrix showing all required components as well as supplementary info

2. Matrix that excludes categories that aren’t applicable to the company’s directors

3. Matrix that shows all required categories with additional rows below the matrix about director demographics that aren’t included in Nasdaq’s listed categories (e.g., military veterans, etc.)

4. Matrix with accompanying narrative disclosure

5. Matrix for foreign company with supplementary rows below

6. Matrix for foreign company where disclosure of race is prohibited in the home country – the company must still disclose gender stats

For Nasdaq-listed companies that go the “website posting” route for the board diversity matrix, the Nasdaq instructions require completing Section 10 of the Company Event Form (accessed through the listing center) within one day of posting the matrix on your website. You’ll need to include a link to the matrix on that form.

As John has blogged, the Nasdaq rule is being litigated – but investor expectations continue to march forward. Visit our “Nasdaq” Practice Area for details about what the listing standard requires, and visit our “Board Diversity” Practice Area and our “Institutional Investors” Practice Area for info about expectations for board diversity.

Liz Dunshee