Monthly Archives: October 2025

AI Risk Disclosures in the S&P 500: Reputation, Cybersecurity, and Regulation

Matteo Tonello is the Head of Benchmarking and Analytics at The Conference Board, Inc. This post is based on a Conference Board/ESGAUGE report by Andrew Jones, Principal Researcher, Governance and Sustainability Center, The Conference Board.

This report analyzes how the largest US public companies disclose artificial intelligence (AI) risks in their 2023–2025 annual filings, providing insight into the issues shaping board agendas, investor expectations, and regulatory oversight in the years ahead.

Trusted Insights for What’s Ahead®

  • AI has rapidly become a mainstream enterprise risk, with 72% of S&P 500 companies disclosing at least one material AI risk in 2025, up from just 12% in 2023.
  • AI risk disclosure has surged in financials, health care, industrials, IT, and consumer discretionary—frontline adopters facing regulatory scrutiny over data and fairness, operational risks from automation, and reputational exposure in consumer markets.
  • Reputational risk is the top AI concern in the S&P 500, making strong governance and proactive oversight essential as companies warn that bias, misinformation, privacy lapses, or failed implementations can quickly erode trust and investor confidence.
  • Cybersecurity is a central concern as AI expands attack surfaces and enables more sophisticated threats, influencing boards to expect AI-specific controls, testing, and vendor oversight.
  • Legal and regulatory risk is a growing theme in disclosures as firms face fragmented global AI rules, rising compliance demands, and evolving litigation exposure, all of which require directors to anticipate regulatory divergence and integrate legal, operational, and reputational oversight into AI governance.

READ MORE »

Occasional Activists and the Evolving Landscape of Shareholder Activism in 2025

Spencer D. Klein is a Partner, and Tyler Miller and Lulu Sun are Associates at Morrison & Foerster LLP.

Shareholder activism by investors who are not dedicated activist funds and do not regularly use activist tactics — such as institutional investors and individuals, including company insiders, or other first-time activists — continues to be an important theme in 2025 proxy contests. While 2024 proved to be a peak year for occasional activism and activist campaigns in general, the landscape of shareholder activism is still evolving in 2025 despite a slight decline in overall activity.

Despite persistent macroeconomic and geopolitical uncertainty, global activism activity has remained robust in 2025. In 2024, there were 243 activist campaigns launched, marking the highest total since 2018’s record of 249 activist campaigns. [1] According to Barclays, there were 129 global campaigns in the first half of 2025, which is down from the record pace set in H1 2024 (147 campaigns), but still in line with the nine-year average (120 campaigns). [2] The number of board seats won by activists also increased, with 86 seats secured in H1 2025, a 16% year-over-year increase. [3] Most of these board seats continue to be won through settlements rather than proxy contests, [4] reflecting the continuing proclivities of both activists and boards toward negotiating outcomes that avoid the costs and uncertainties of a public fight.

READ MORE »

Annual Incentive Plan Design and Trends

Andrew Gordon is a Senior Director of Research Services at Equilar, Inc. This post is based on his Equilar memorandum.

Annual incentive plans serve a valuable function as an interim measurement of progress towards longer-term goals. Unlike performance share awards, which have a more rigid construction due to complex equity accounting rules and higher levels of shareholder scrutiny, annual bonus plans offer a greater flexibility in plan design, consideration of individual performance, and use of discretion. This report summarizes the current state of annual incentive design and trends in the Equilar 500, the 500 largest U.S. public companies by revenue.

Within its IPAC tool, Equilar features a Payouts and Weightings module that captures granular incentive plan data related to plan features, metrics and payout curves for performance-based awards granted to the CEO. For this analysis, we compared 2024 (defined as fiscal years ending between May 31, 2024 to April 30, 2025) against 2023 (defined as fiscal years ending between May 31, 2023 to April 30, 2024) for 432 Equilar 500 companies with both years of data. We further removed fully discretionary plans, leaving 404 formulaic plans for 2024 and 403 for 2023, which serve as the basis for the remainder of this report. Discretionary plans generally have no material plan features or structured metric measurement and instead rely upon a holistic measurement of performance, as determined by the board of directors.

READ MORE »

Applying A Retail Voting Program in Practice

J.T. Ho and Helena K. Grannis are Partners at Cleary Gottlieb Steen & Hamilton LLP, and Kyle Pinder is a Partner at Morris, Nichols, Arsht & Tunnell LLP. This post is based on their Cleary Gottlieb and Morris Nichols memorandum.

On September 15, 2025, the Office of Mergers and Acquisitions of the SEC’s Division of Corporation Finance permitted a novel approach to increase retail shareholder voting when it granted a no action letter request from Exxon Mobil Corporation.

Specifically, the SEC was asked to consider whether a proposed retail voting program was  compliant with Rules 14a-4(d)(2) and 14a-4(d)(3) (the “No-Action Letter”). In the No-Action Letter, ExxonMobil sought confirmation that the SEC would not recommend enforcement action if it implemented a retail voting program allowing retail shareholders to provide standing instructions for their shares to be voted automatically in line with the board of director’s recommendations at each shareholder meeting.

Notably, the No-Action Letter stated that of the nearly 40% of the company’s outstanding shares that were held by retail shareholders, only one quarter of those shares (or approximately 10% of the outstanding shares) were voted at its last annual meeting.  The company also advised the SEC that it had “long received feedback” from retail shareholders that they would be amenable to standing voting instructions to vote as the board recommends. Consistent with this, the No-Action Letter stated that, of the retail shareholders who voted at meetings over the last five years, approximately 90% supported all of the board’s recommendations.

READ MORE »

2025 U.S. Governance Post-Season Review: Evolving Priorities in a Shifting Landscape

Subodh Mishra is the Global Head of Communications at ISS STOXX. This post is based on an ISS-Corporate memorandum by Anna Desis, Alyce Lomax, and Amanda Mayberry, Compensation & Governance Advisors with ISS-Corporate.

Key Takeaways

  • Political, legal, and regulatory changes contributed to an altered landscape for governance, DEI and sustainability issues;
  • “Traditional” skills appeared to be on-trend for directors;
  • Directors with significant outside board commitments have declined while investor support for overboarded directors improved;
  • Investors may be reassessing lengthy tenure; vote outcomes suggest more leniency on this topic;
  • Shareholder proposal volume significantly declined, with a quarter submitted ultimately omitted from proxy ballots; governance proposals dominated the season.

READ MORE »

CARB Publishes Preliminary List of Companies Potentially Subject to SB 253 and SB 261

Stacey Mitchell and Kenneth Markowitz are Partners, and Andrew Oelz is a Senior Counsel at Akin Gump Strauss Hauer & Feld LLP. This post is based on an Akin Gump memorandum by Ms. Mitchell, Mr. Markowitz, Mr. Oelz, Brecken Petty, and Charles Edward Smith.

The California Air Resources Board (CARB) took a significant step forward recently in implementing the state’s climate disclosure laws: SB 253 (the Climate Corporate Data Accountability Act) and SB 261 (the Climate-Related Financial Risk Disclosure law), in each case as amended by SB 219. On September 24, CARB released its preliminary list of entities that staff believe may be subject to one or both statutes. The list is available in full on CARB’s website here.

According to a statement announcing the publication of the list, it was created by cross-referencing the California Secretary of State’s business registry against revenue data published by Dun & Bradstreet, as well as applying the conceptual scoping definitions discussed during CARB’s most recent public workshop. Based on this analysis, CARB staff estimate that roughly 2,600 companies will be subject to SB 253, which applies to entities with more than $1 billion in annual global revenues, and approximately 4,100 companies will be subject to SB 261, which applies at the $500 million threshold. Unsurprisingly, the preliminary roster features some of the nation’s largest companies, spanning the technology, retail, energy, financial services and manufacturing sectors. The expansive list of entities potentially subject to reporting under the statutes underscores the broad reach of the new statutes, which are designed to capture companies doing business in California regardless of where they are headquartered.

READ MORE »

Keynote Address by Chair Atkins on Revitalizing Public Company Appeal

Paul S. Atkins is the Chairman of the U.S. Securities and Exchange Commission. This post is based on his recent keynote address. The views expressed in the post are those of Chairman Atkins and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

Good evening, ladies and gentlemen. Thank you, Larry [Cunningham], for your generous introduction and your kind invitation for me to be here today. It is an honor and pleasure for me to participate in the Weinberg Center’s twenty-fifth anniversary. Larry, I should also like to congratulate you on your recent appointment as director of the Center. I know that you are deeply devoted to the Center’s mission, and I am confident that you will contribute to its work in extraordinary ways, consistent with the excellence that has defined your career.

Tonight marks my third time attending this forum, but my first as SEC Chairman. So, I am sure that you appreciate that the views I express here are in my capacity as Chairman and do not necessarily reflect those of the SEC as an institution or of my fellow Commissioners. With that disclaimer out of the way, it is a pleasure to return to the Weinberg Center—and a special privilege to do so tonight. For a quarter century, the Center has distinguished itself as one of the premier and longest-standing corporate governance institutions in academia. Its insights command the attention of practitioners in boardrooms and courtrooms alike. And tonight, we convene not only to honor the Center’s legacy, but also to build on it.

READ MORE »

Shareholder Engagement Under the New 13G Regime: Key Takeaways From Recent Panel

Merel Spierings is a Vice President at the Society for Corporate Governance, and Christina Thomas and Shaun Mathew are Partners at Kirkland & Ellis LLP. This post is based on a Society for Corporate Governance and Kirkland & Ellis panel discussion by Ms. Spierings, Ms. Thomas, Mr. Mathew, Randi Morrison, General Counsel and Chief Knowledge Officer at the Society for Corporate Governance, and Sophia Hudson, Partner at Kirkland & Ellis LLP.

The Society for Corporate Governance, in collaboration with Kirkland & Ellis LLP, convened a panel discussion on Shareholder Engagement: State of Play on September 11, 2025. The discussion highlighted that, in light of the SEC’s guidance on shareholder engagement, corporate management will need to take a more active role in reaching out to institutional investors, setting the agenda for engagement meetings, inviting input within the bounds of regulatory guidance, employing other methods beyond direct shareholder engagement to assess investor sentiment, coordinating and sharing information between the IR and governance teams, and keeping their boards informed of what they learn

Below are the key takeaways from the session.

READ MORE »

Weekly Roundup: October 3-9, 2025


More from:

This roundup contains a collection of the posts published on the Forum during the week of October 3-9, 2025

Current Trends in Scope 3 Disclosure Rates


SEC Launches Cross-Border Task Force To Combat Fraud, Increasing Scrutiny on Foreign Issuers and Gatekeepers


The End of Quarterly Reporting in the United States?


Could Stock Options Make a Comeback?


The New Political Economy of Delaware Corporate Lawmaking


How a Stewardship Lens May Help Sort Corporate Leaders from Laggards


Shareholder Proposal No-Action Requests in the 2025 Proxy Season


Merger Remedies Unbound


ESG Shareholder Resolutions: Signal Failure?


Executive Apologies: Risk, Opportunity, or Relic?


Hohfeld in the Boardroom


Effective Board Leadership: The Art of Doing It Well and the Risks of Getting It Wrong


National Security – The Next Frontier of Corporate Activism


2025 Director Compensation Report


2025 Director Compensation Report

Eric Graves is a Consultant, and Steven L. Cross is a Managing Director at FW Cook. This post is based on their FW Cook report.

EXECUTIVE SUMMARY

FW Cook’s 2025 Director Compensation Report studies non-employee director compensation at 300 companies of various sizes and industries to analyze market practices in pay levels and program structure. Approximately 96% of companies overlap between this year’s and last year’s study.

To better reflect current board structures, this report includes an update to one of the assumptions used to value programs consistently across companies: an increase in assumed committee memberships for the average director from one to 1.5 (i.e., average director assumed to sit on one or two committees). This change is based on analysis of the sample companies and observations across our clients. Certain year-over-year growth rates in this summary and throughout the report are presented both with and without this updated assumption, for additional color. See the Methodology section for greater detail regarding the valuation approach.

READ MORE »

Page 4 of 6
1 2 3 4 5 6