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A recent research paper from CII examined 2023 proxy statements of S&P 100 companies to analyze CEO and management succession planning disclosures. The paper summarized the disclosures as follows:

More than 75% of these companies made disclosures about the role of the board and board committees in management succession planning, while less than 20% discussed their processes to identify and include diverse candidates, the capabilities in the next CEO that they believe would align with the company’s long-term strategy and the measures they have taken to identify external candidates. […]

All but four companies in the S&P 100 disclosed at least one of the nine elements of management succession planning in their 2023 proxy statements, and only one company did not mention management succession planning at all in its proxy statement. The 2023 proxy statements for S&P 100 companies included an average of 3.7 (median = 4.0) of the nine succession planning elements identified for this paper.

The “elements” CII looked for in the proxy statement disclosure are listed below. The report also gives sample disclosures in each category.

1. Role of the board as a whole
2. Involvement of board committee(s)
3. Role of the incumbent CEO
4. Board consideration of the capabilities in the next CEO that would align with the company’s
long-term strategy
5. Measures taken to identify internal candidates
6. Board’s assertion that it has taken steps to identify external candidates
7. Board’s assertion that it has processes to identify and include “diverse” candidates
8. Plans that address short-term succession scenarios
9. Plans that address long-term succession scenarios

– Meredith Ervine