July 14, 2023

Corporate Governance: Board Structures Holding Steady

There’s a lot happening right now. Plus, if you’re like me, the summer season throws a big wrench in your ability to keep track of complicated details like which month it is. If you’re looking for a comprehensive update on “where things stand,” look no further than this 106-page Freshfields memo, which covers:

– Proxy season takeaways;

– Board, committee and director trends;

– Diversity at the leadership and workforce levels;

– Updates to SEC rules, including proposed rules; and

– Updates on institutional investors and proxy advisors.

Here are the latest stats on a few key governance topics covered in the memo:

– 71% of S&P 500 companies have one additional committee beyond their standing audit, compensation and nominating and governance committees

– The average number of committees is 4, which is basically unchanged for the past decade

– Over half of S&P 500 companies in 2022 elected at least one new director

– 33% of new S&P 500 directors are active or retired corporate executives, excluding CEOs but including line or functional leaders and division or subsidiary leaders, the same as 2021

– 14% of S&P 500 new independent directors are active CEOs or employed as chairs, presidents or COOs and an additional 12% are retired CEOs, chairs, presidents or COOs

– 37% of newly appointed directors have prior public director experience

– Average age of all independent directors is 63, unchanged since 2021

– Average tenure of S&P 500 directors is 7.8 years

– 70% of S&P 500 boards disclose a retirement age policy

– 7% of S&P 500 boards impose mandatory term limits, with most of those set at 15-20 years

Liz Dunshee