A&O Shearman releases the 2025 Corporate Governance & Executive Compensation Survey

This year’s Survey includes featured insights on evolving trends in human capital practices and disclosures; the challenge mounted by Texas and Nevada to become the favored jurisdiction for public companies; the developing need for public company boards to consider a digital asset strategy; the changes implemented by the SEC to the shareholder proposal process; the changing perspectives of executive security as a perk; and what we should expect from the SEC on foreign private issuer reform. 

New this year, the Survey significantly expands coverage to include data on the corporate governance and executive compensation practices of the companies included in the S&P 500 and the Russell 3000, along with the Top 100 U.S. Companies listed on the NYSE and Nasdaq, measured by market capitalization and annual revenue.  The data presented in the Survey was prepared in collaboration with ESGAUGE, a data mining and analytics corporate advisory company. 

Below are outlines of the articles in the 2025 Survey:

Evolving trends in human capital practices and disclosures 

By Doreen E. Lilienfeld, Melisa Brower, and Alexandra Kasper 

For years, this Survey has tracked ESG and DEI trends in incentive compensation plans and disclosure. After a decade of steady momentum in the prevalence of DEI metrics in incentive plans and policy descriptions in human capital management disclosures, the trend peaked last year, dipped, and now appears to be in freefall. This article unpacks the forces behind the shift—recent litigation, policy changes initiated by the new administration, updated voting policies from proxy advisors and institutional investors, and evolving public sentiment around DEI—and their impact on corporate strategy.

Is “DExit” real?: Recent developments in Delaware, Texas, and Nevada corporate law and business courts

By Mallory Tosch Hoggatt, Daniel Litowitz, Billy Marsh, Sean Skiffington, and Samantha Peppers

In recent years, we have witnessed an escalating dialogue on whether Nevada and Texas are attractive alternatives to Delaware as the favored jurisdiction of incorporation for public companies.  A series of recent high-profile decisions from the Delaware courts and a few notable companies moving out of Delaware have only intensified the debate. This article compares the jurisdictional landscape, assessing the respective merits of Delaware, Texas, and Nevada law and courts, and offers practical guidance to boards and management teams on how to think about the “DExit” option.

Why public company boards need a digital asset strategy

By Dario de Martino

While headlines focus on bitcoin’s price swings and crypto market boom-bust cycles, a profound transformation is reshaping how businesses operate. From blockchain-enabled platforms to reimagined capital markets infrastructure, blockchain technology and digital assets are beginning to permeate the economy. This article challenges conventional thinking about digital assets and explores how companies are building competitive advantages through blockchain technology and what informed governance looks like as boards develop their own strategies. 

Shareholder proposals: A surprise SEC announcement impacting the 2026 proxy season foreshadows sweeping changes to come

By Richard Alsop and Danish Hyder

In November, the Division of Corporation Finance unexpectedly announced that it would not, except in very limited circumstances, be substantively reviewing no-action letters that seek to exclude shareholder proposals for the 2026 proxy season, leaving companies and those submitting shareholder proposals to navigate this new process against the backdrop of past SEC practice as the season unfolds. This article looks at this new development with a particular focus on how to navigate the coming shareholder proposal season and considers what changes may be coming next. 

Executive security: The perk to watch

By Melisa Brower, Elizabeth Edel, and K.J. Salameh

Executive perquisites (or “perks”) have historically been closely scrutinized by shareholders and proxy advisory firms. Amid heightened concern for the safety and security of corporate executives and their families following several targeted attacks on corporate executives, more companies are now requiring their key executives to have robust security. This article examines current perks disclosure trends, with a focus on executive security, and makes predictions on related trends in the 2026 proxy season.

SEC floats big changes to foreign company regulation

By Harald Halbhuber and Erika Kent

Foreign private issuers (FPIs) are back on the SEC’s agenda, and in a much bigger way than could have been anticipated. This article examines the SEC’s focused attention on how shifts in the FPI population should force a reconsideration of what qualifies as an FPI, reactions thereto by interested stakeholders and what the SEC may do next.