December 9, 2025
Silicon Valley 150 Governance Report Released
Wilson Sonsini recently released its 2025 Silicon Valley 150 Corporate Governance Report, which surveys governance practices among Silicon Valley’s largest companies. The report includes information regarding board matters, officer matters, defensive measures, proxy statement disclosures, ESG and sustainability reporting, stockholder proposals, activism, and executive compensation. Among the key takeaways from this year’s report include:
– Diversity Disclosure Significantly Down. Diversity disclosure in SV150 proxy statements dropped significantly this year to 57.3 percent compared with 92 percent last year. The decrease occurs not only amid the change in U.S. presidential administration and elimination of the Nasdaq diversity matrix referenced above, but also the consequent changes in some institutional shareholder voting policies regarding DEI. Emblematic of the decrease in disclosure, the use of the word “diversity” or “diverse” in proxy statements plummeted following these developments to 7.61 average uses versus 20.12 average uses in prior year proxy statements, representing a decrease of 62.2 percent.
– Human Capital Disclosure Also Decreased. After three years of increases, human capital disclosure decreased to 66.0 percent, down from 74.7 percent in the prior year. Quantitative human capital disclosure in which the company provides numerical data about employees or other human capital matters was particularly down from 41.6 percent of companies providing such information in 2024 to 26.5 percent in 2025.
– ESG/Sustainability Down Slightly. After increasing prevalence over the last few years, ESG/sustainability disclosure in proxy statements has also trended down this year, although less significantly than DEI, from 80.7 percent in 2024 to 71.3 percent this year. Companies continued to post ESG reports on their websites at a slightly reduced rate (114 this year compared to 117 last year). The majority of such reports (57.9 percent) were dated 2024, with 23.7 percent dated 2025.
– Other Areas Largely Status Quo. Despite the decreases in disclosure regarding diversity, human capital, and ESG/sustainability, most proxy statement disclosures and practices in other areas remained largely consistent with prior years. Virtual annual meetings continued to be the norm for most companies (85 percent) and the presence of women in the boardroom and executive suites remained on par with prior years (33.5 percent of directors and 20.7 percent of executives in 2025). Despite the shift away from diversity disclosure, the percentage of ethnically diverse directors, to the extent it was disclosed at all, continued to remain at approximately 29.4 percent, similar to our findings last year.
The report also notes that only 5.4 percent of SV150 companies were affected by activism in 2025, and only two activism campaigns resulted in a proxy fight, with the most frequent result being at least one director added to the board in a settlement with the activist stockholder.
– Dave Lynn
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