Review of Nearly 200 Proxy Statements Shows Public Companies are Beginning to Embrace Individual Board Member Disclosures

In the second part of our trend-spotting series, we’re looking at the growing number of companies that are going beyond board-level diversity disclosures to include the individual gender, race/ethnicity, disability, LGBTQ+, and veteran status of their directors. 

From a legal and regulatory standpoint, things remain murky for board diversity disclosures. Later this year, a federal appellate court is expected to rule on challenges to the SEC’s adoption of Nasdaq’s board diversity rule, filed by the National Center for Public Policy Research and the Alliance for Fair Board Recruitment. At the same time, the SEC has signaled its intent to implement its own board diversity disclosure rule for public companies in 2023 or 2024 – but what form that might take is still unclear. 

With that in mind, disclosure practices (for non-Nasdaq companies) are still being driven by what companies believe is in their best interest, given feedback from their stakeholders. 

That’s quite a wide berth, so to see where the market is heading, our analysts combed through nearly 200 proxy statements filed by S&P 500 companies so far this year. 

Here’s what they found: 

Most S&P 500 companies are continuing to check the box, by disclosing aggregate, board-level diversity statistics (i.e., the overall number and/or percentage of directors in each group). 

  • Nearly two-thirds of all S&P 500 companies (63.9 percent) meet the minimum requirement for Nasdaq reporting. In addition, even though there is no mandate to do so, more than half of NYSE-listed companies (55.5 percent), meet this standard.

  • Almost all companies (97.6 percent) have disclosed aggregate gender data. That’s up from 66.4 percent in 2019. Similarly, 95.3 percent have disclosed aggregate race and ethnicity data, up from 36.3 percent in 2019.

  • Slightly fewer companies (88.2 percent) have disclosed aggregate overall diversity (gender + race/ethnicity), up from 37.7 percent in 2019.

But what’s more interesting is the number of companies that are going beyond “table stakes,” by publishing individual diversity data for their directors. 

  • Almost half of all companies (44.7 percent) are disclosing gender + race/ethnicity for each individual director. That’s up from a scant 3.7 percent in 2019.

  • Almost twice as many companies are disclosing individual LGBTQ+ data this year (11.2 percent this year versus 6.8 percent in 2022). 

  • A small group (10.6 percent) disclose those all three of those data points (gender, race/ethnicity, and LGBTQ+) for each individual director. That’s up from less than 1 percent in 2019.

  • We’re also seeing a slight rise in the number of companies that disclose individual veteran status (4.7 percent this year versus 2.8 percent last year).

  • Four companies stand out from the pack by disclosing the individual gender, race/ethnicity, LGBTQ+, andveteran status of their directors – Exelon, WestRock, Avery Dennison and Regions Financial. 

  • Individual disability status remains an elusive data point. No companies disclosed that information last year, and only a small group (1.2 percent) have provided it this year. 

  • That said, Exelon and WestRock are the only two S&P 500 companies to disclose every one of these individual data points for their directors.

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