David A. Bell is a Partner and Co-Chair of Corporate Governance, and Wendy Grasso is Corporate Governance Counsel at Fenwick & West LLP. This post is based on their Fenwick memorandum.
Corporate governance practices vary significantly among public companies. This reflects many factors, including:
- Differences in their stage of development, including the relative importance placed on various business objectives (for example, a focus on growth and scaling operations may be given more importance at early-stage companies);
- Differences in the investor base;
- Differences in expectations of board members and advisors to companies and their boards, which can vary by a company’s size, age, stage of development, geography, industry and other factors; and
- The reality that corporate governance practices that are appropriate for large, established public companies can be meaningfully different from those for newer, smaller companies.
Since the passage of the Sarbanes-Oxley Act of 2002, which signaled the initial wave of this century’s corporate governance reforms among public companies, each year, Fenwick has surveyed the corporate governance practices of the companies included in the Standard & Poor’s 100 Index (S&P 100) and the technology and life sciences companies included in the Fenwick – Bloomberg Law Silicon Vally 150 List (SV 150).
Significant Findings
Most of the governance practices and trends from 2024 continued in the 2025 proxy season. Notable observations for 2025 are described below.
Comparative data is presented for the S&P 100 companies and for the technology and life science companies included in the SV 150, as well as trend information. In a number of instances, we also present data showing comparison of the top 15, top 50, middle 50 and bottom 50 companies of the SV 150 (in terms of revenue), illustrating the impact of company size or scale on relevant governance practices.
Observations for 2025 include:
- The percentage of SV 150 companies with dual-class voting stock structures dropped slightly, but these structures continue to be an important long-term trend among Silicon Valley technology companies, though it is still a minority of companies. Throughout the past decade, the SV 150 saw a sharp increase in the prevalence of dual-class voting structures (from 2.9% in 2011 to 30.4% in 2024). However, for the 2025 proxy season, the number of SV 150 companies with dual class voting stock structures dropped to 27.3%. This rate continues to greatly surpass the rate of the S&P 100 (which has fluctuated between 7% and 12% since 2011 (10.1% in 2025).
- Classified boards remain significantly more common among technology and life sciences companies in the SV 150 than among S&P 100 companies. Their use has steadily increased in the SV 150, from 45.9% in 2015 to 54.7% in the 2025 proxy season (up from 54.1% in the 2024 proxy season, but down from 56% in the 2023 proxy season). Companies in the bottom 50 of the SV 150 were more likely to have classified boards than the larger SV 150 companies, although the percentage decreased slightly (74.0% of companies in the bottom 50 of the SV 150 had classified boards in the 2025 proxy season, compared to 71.4% in the 2024 proxy season).
- The percentage of women board members for the SV 150 and S&P 100 remained flat in 2025 compared to 2024, with both groups showing similar levels of representation. The percentage of women serving on boards of SV 150 companies was 33.1% in both 2025 and 2024. The percentage of women serving on boards of S&P 100 companies was 34.8% in 2025 and 33.8% in 2024.
- A majority of companies in the S&P 100 and SV 150 continue to have majority voting. Ninety-six percent of companies in the S&P 100 had majority voting in 2025 (same as 2024). Fifty-one point three percent of companies in the SV 150 had majority voting in 2025 (compared to 51.4% in 2024).
- S&P 100 companies continue to be more likely to combine the board chair and chief executive officer (CEO) roles than SV 150 companies. In the 2025 proxy season, 60.6% of S&P 100 companies had combined the roles of board chair and CEO (up from 58.0% in 2024), while 41.3% of SV 150 companies had done so (down from 43.2% in 2024).
1 The S&P 100 is a cross section of the very largest public companies in the United States across industries. The SV 150 is comprised of the 150 largest Silicon Valley-based public technology and life sciences companies by revenue. Compared to the S&P 100 (or the broader S&P 500), SV 150 companies are on average much smaller and younger, have much lower revenue, and are concentrated in the technology and life sciences industries. The 2025 constituent companies of the SV 150 range from Apple and Alphabet, with revenue of approximately $396B and $350B, respectively, to Planet Labs PBC and PROCEPT BioRobotics Corp., with revenue of approximately $244M and $225M, respectively, in each case for the four quarters ended on or about December 31, 2024. Apple went public in 1980, Alphabet (as Google) in 2004, Planet Labs in 2021, and PROCEPT BioRobotics Corp. in 2021, with the top 15 companies averaging approximately 20 more years as public companies than the bottom 15 companies in the SV 150. Apple’s and Alphabet’s peers include companies in the S&P 100, of which they are also constituent members (16 companies were constituents of both indices for the survey in the 2025 proxy season), where market capitalization averages approximately $452B. Planet Lab’s and PROCEPT BioRobotics’ peers are smaller technology and life sciences companies with market capitalizations well under $1B, many of which went public relatively recently. In terms of number of employees, SV 150 companies average approximately 14,000 employees, ranging from Electronic Arts, ranked 34th in the SV 150, with 450,000 employees spread around the world, to Upstart Holdings, ranked 107th in the SV 150, with 126 employees in the U.S., as of the end of their respective fiscal years. (go back)
2 The top 15, top 50, middle 50 and bottom 50 companies of the SV 150 include companies with revenue in the following respective ranges: $27.6B or more; $3.3B or more; $717M but less than $3.0B; and $224M but less than $694M. The respective average market capitalizations of these groups are $899.1B, $319.6B, $9.6B and $2.7B. (go back)
