Directors' Cut

“A Pulse Check On AI In The Boardroom” reveals these and other key takeaways from a Diligent Institute / Corporate Board Member poll of US public company directors about their use of AI. Notably, while only 10% of directors are currently using AI regularly, just 2% are not planning on using it for board work, with most directors in various stages of using or dabbling. Of current users, half are employing it for meeting preparation and nearly 40% for summarizing information. 

The NACD’s 4-Pillar Framework for board AI oversight is instructive for companies of all types and sizes regardless of their current level of maturity in the use or board oversight of AI. In addition to examples, case studies, and practice tips, the framework outlines “green flags,” “red flags,” and key performance indicators for each of the four pillars that directors can look to for practical implementation of the guidance. See key takeaways here.

The majority of respondents to Bank Director’s 2025 Technology Survey reported that their companies had developed an acceptable use policy to guide the use of AI technologies within the bank; had begun experimenting with AI in limited use cases; and were educating employees about the increasing threat of AI-enabled fraud.

EY’s “How boards can enhance technology oversight to unlock potential” includes informative  benchmarking data and insights on board technology oversight based on the firm’s review of S&P 500 technology committee charters and proxy statements and insights from the firm’s discussions with Fortune 500 directors and tech executives.

EY's annual review of 80 Fortune 100 proxy statement and Form 10-K voluntary disclosures on board cybersecurity and AI oversight revealed these and other noteworthy findings.

“The AI-powered boardroom” from Governance Intelligence (sponsored by Diligent) provides data on the use of AI by directors and governance professionals with reference to recent surveys and workshops, and offers sound suggestions for responsible implementation and use with due regard for good governance considerations. See key takeaways here.

PwC’s “Using AI in the boardroom—new opportunities and challenges” discusses (i) how directors are using and can use GenAI to support their board oversight responsibilities; (ii) risks posed by the use of AI by directors/boards in conjunction with their board work; and (iii) governance processes and practices that foster the opportunities and upsides associated with AI while mitigating the risks.

“Artificial intelligence and the board: what audit committees need to know” from Tapestry Networks and EY captures these and other views and practices shared by large public company audit committee chairs on the implementation and use of AI in the business and board / committee involvement and oversight.

The CAQ released an updated "External Auditor Assessment Tool" aimed at assisting audit committees in conducting an effective evaluation of the company's external auditor. The resource includes sample evaluation questions; a sample form and rating scale for obtaining input about the outside auditor from management and others within the company; relevant requirements and standards; and additional audit committee resources.

The jointly-released CAQ/Ideagen Audit Analytics: “Audit Committee Transparency Barometer 2025” (online here) reveals trends in S&P 1500 audit committee practices and associated disclosure. See key takeaways here.

Compensation Advisory Partners reported that just five of the largest 100 US public companies still provide board meeting fees (the majority of which are subject to stated meeting thresholds), reflecting an ongoing steady decline of a historically common practice. See additional key takeaways here and FW Cook’s “2025 Director Compensation Report” (100 each of small-, mid-, and large-cap companies across sectors).

Among the key executive compensation-related takeaways from the 2025 proxy season, ISS highlighted the uptick in the prevalence and value of executive security perks among the S&P 500, with the median value of home security perks increasing nearly 50% over the past three years.

“The Board’s Role in CEO and Director Compensation: Examining Leading Practices and Trade-offs” from Compensation Advisory Partners shares benchmarking data and associated commentary on CEO and director pay oversight and approval practices. Regardless of where the responsibility lies, the full board nearly always retains final approval over director pay. The report addresses the potential upsides and downsides of each approach to both CEO and director pay and includes aggregated data by GICS sector.

FW Cook’s inaugural “2025 Executive Perquisites Report” reveals S&P 100 CEO and other NEO perk practices and trends based on proxy statement disclosures by perk category, inclusive of personal use of corporate aircraft and personal security, as well as a vast array of other perks.

BDO's annual board compensation report details director compensation practices of 600 mid-market public companies across industries. In addition to compensation, the report reveals benchmarking data on board structure and stock ownership guidelines.

Spencer Stuart's annual Board Index imparts robust benchmarking data on numerous aspects of S&P 500 board composition, organization, and process-related practices. Select key takeaways are here. Access highlights, industry sector comparisons, and benchmarking results by topic here.

Among the takeaways revealed by PwC's "2025 Annual Corporate Directors Survey" of more than 600 public company directors across industries are these relating to peer perceptions, board evaluations, AI, and board effectiveness. See PwC’s key takeaways here.

KPMG’s “2025 Private Company Board Survey Insights” reveals benchmarking data on numerous private company governance practices based on a recent survey of ~275 US private company directors. Coverage, which is reported in the Appendix by respondent type, ownership structure, revenue group, and sector, includes the strategic and scenario planning processes and related oversight and the implications on, and use by the company of, GenAI.

“Board Practices and Composition in the Russell 3000 and S&P 500: 2025 Edition” from The Conference Board and Esgauge, in collaboration with KPMG, Russell Reynolds Associates, and the Weinberg Center for Corporate Governance, reveals robust benchmarking data on board composition, committee structure, and leadership structure; director term, tenure, and overboarding policies; and much more.

The annual “2025 CPA-Zicklin Index of Corporate Political Disclosure and Accountability” benchmarks corporate political spending practices and disclosure among the S&P 500 and the balance of the Russell 1000. See key board oversight –related takeaways here.

A&O Shearman's annual "Corporate Governance & Executive Compensation Survey" contains an abundance of benchmarking data for the 100 largest US public companies, as well as a focused review of a number of hot topics including trends in human capital practices and disclosures, DExit, shareholder proposals, and executive security.

Cooley’s Post-IPO Governance Trends report (complimentary download accessible here) reveals an abundance of benchmarking data for US-based IPO companies across industries, including board and committee structures, board leadership, director overboarding policies, and stock ownership guidelines.

Wilson Sonsini’s “2025 Silicon Valley 150 Corporate Governance Report” benchmarks numerous corporate governance practices and trends, including board and committee composition and structure and board and committee meeting practices, among the 150 largest Silicon Valley companies—largely concentrated in the technology and life sciences industries.

The Conference Board’s “CEO Succession Practices” report (developed in collaboration with Semler Brossy, EgonZehnder, and Esgauge) includes noteworthy statistics on CEO turnover, age, tenure, demographic diversity, forced exits, succession sources (internal/external), and more, for the Russell 3000 and S&P 500, each year since 2020.

Among other tangible action items suggested in PwC’s “The board’s role in overseeing cybersecurity” is management’s regular reporting to the board, fostered by an annual cyber calendar to help the board understand and evaluate current risks, monitor trends, and track the company’s progress against specific metrics. Suggested areas of oversight are accompanied by relevant benchmarking and suggested “next step” action items.

BlackRock released voting and engagement reports for the second quarter and the first two quarters of 2025, respectively.

According to its “2025 Annual Stewardship Report” for the year ending June 30, 2025, Dimensional most frequently voted against management’s recommendations at its portfolio companies on proposals relating to extraordinary transactions and compensation (its #1 engagement topic), followed by shareholder rights and defenses. 

Jasper Street’s Monthly Insights includes a table on page 5 showing how often the Big Three’s and other select large institutional investors’ proxy votes align with ISS’s and Glass Lewis’s  adverse recommendations (i.e., recommendations to vote contrary to the board’s voting recommendations) on director elections, say-on-pay, and environmental and social shareholder proposals.

Vanguard’s 2025 Proxy Year Voting Report reveals proxy votes in the US region for the proxy year ended June 30, 2025. See Vanguard’s concurrently released Q3 Quarterly Engagement Report.

CalPERS released an overview of its voting practices and decision making for the 2025 proxy season.

Diligent’s Big Three voting piece (p6) in its “Investor Stewardship 2025” report recaps support by BlackRock, Vanguard, and State Street for director reelection, compensation, and ESG shareholder proposals, as well as proxy contests, during the 2024 – 2025 proxy season. The report includes a plethora of other engagement and proxy voting statistics, trends, and insights. See the Executive Summary on page 4.

BlackRock released its updated engagement priorities, stewardship principles, US proxy voting guidelines for the 2026 proxy season (effective January 2026), and other expectations documents.

Parker Poe’s “Lawsuit Highlights How Tariff-Related Risk Disclosures Are Under Shareholder Scrutiny” summarizes recently filed securities class action litigation alleging a company’s failure to adequately disclose risks of tariff-related uncertainties in violation of the securities laws and suggests discrete action items companies may consider to mitigate the risks of being on the wrong side of potential copycat litigation.

In “U.S. Antitrust Agencies Continue to Focus on Interlocking Directorates,” Paul Weiss summarizes the FTC’s recent resolution of an enforcement action relating to Section 8 of the Clayton Act that serves as a good reminder to companies to regularly review their directors’ other directorships for potential competitive overlap.

Wachtell Lipton's "Risk Management and the Board of Directors" identifies legal, regulatory, and best practice guidance sources underlying the board's risk oversight responsibilities; common practices; and tangible recommendations for improved effectiveness. The memo includes discussions on risk oversight vs. risk management and the board risk oversight structure, and special considerations relative to sustainability-related risks, cybersecurity, and data privacy risks.

Society public and private company members across sizes and industries responding to the most recent Society / Deloitte Board Practices Quarterly survey: “Board oversight of geopolitical risk” provided insights on the primary geopolitical risks companies are focused on, management responsibility, how the risks are included on board agendas and allocated across board committees, and ways in which companies are mitigating and/or managing these risks. See key takeaways here.

Cooley’s “‘We Will Get By, We Will Survive’ – The Future of Shareholder Proposals” discusses the potential for an uptick in binding bylaw proposals in response to the SEC Chair’s recent remarks regarding companies’ ability to potentially exclude precatory shareholder proposals and the staff’s change in approach as to Rule 14a-8 no-action requests. The post provides an overview of what can and is likely to be the focus of a binding bylaw proposal and action items companies may consider to bolster their bylaw defenses, as well as other relevant considerations, including investor and proxy advisor expectations and policies.

Wachtell Lipton's "Dealing with Activist Hedge Funds and Other Activist Investors" offers a sobering, but realistic, checklist of action items and processes companies should consider to mitigate the potential for— or respond to—a hedge fund or other activist attack.

Spencer Stuart’s recent director pulse survey on shareholder activism revealed a high degree of awareness and experience with activist investors and activism generally among public and private company directors. See key takeaways here.

The Society and Kirkland & Ellis shared Key Takeaways from a panel discussion: “Shareholder Engagement: State of Play.” On the heels of game-changing SEC staff guidance issued in February 2025, this program shared information and insights from the issuer, institutional investor, and shareholder engagement and activist advisory firm perspectives on evolving institutional investor engagement practices and activism.

Wachtell Lipton’s “Shareholder Activism: Ten Trends for 2026” addresses how recent developments and trends are likely to impact shareholder activism, and suggests ways in which companies can proactively mitigate the risks.

“When Should Boards Fight (and Not Settle)?” from Vinson & Elkins discusses the ongoing trend toward companies settling with activists in lieu of engaging in proxy contests, with settlements among the S&P 500 historically associated with subsequent market underperformance. The memo discusses the risks and other considerations associated with settlements vs. proxy contests and promotes board discussion about relevant decision-making factors in advance of the manifestation of a threat.

“THE PASS-THROUGH REVOLUTION: Retail Shareholders Take Center Stage” from Gladstone Place Partners recounts recent developments that are elevating the importance of retail investors to companies’ shareholder communications and engagement programs. The memo outlines and provides examples of leading practices and considerations for companies looking to effectively respond to these trends.

Wilson Sonsini’s “Navigating Shareholder Engagement and Shareholder Activism: Essentials and Best Practices” addresses the “who,” “what,” “when,” “where,” “why,” and “how” of institutional investor engagement and activist preparation and response.

“Sentiment and Sustainability” from the Institute for Sustainable Finance documents the significant decline in DEI-related Form 10-K disclosure year over year based on the firm’s analysis of keywords in Form 10-Ks pre- and post-Trump administration. While climate- and environmental related disclosure also declined over the same time period, the decrease was much more modest.