2025 Silicon Valley 150 Corporate Governance Report

Wilson Sonsini Goodrich & Rosati is pleased to present our 2025 Silicon Valley 150 Corporate Governance Report, which analyzes the corporate governance practices and disclosures of Silicon Valley’s largest public companies based on reviews of proxy statements filed between October 1, 2024, and September 30, 2025 (referred to as 2025 in this report), as well as corresponding annual meetings and related documents. This report uses the Lonergan SV150, which ranks the top 150 public companies with headquarters in Silicon Valley by annual sales. This report includes information on the SV150 companies regarding board matters, officer matters, defensive measures, proxy statement disclosures, environmental, social, and governance (ESG) and sustainability reporting, stockholder proposals, activism, and executive compensation.

• Virtual meetings continue to dominate. Following the practice started during the COVID-19 pandemic, approximately 85 percent of the SV150 opted to hold a virtual meeting in 2025 rather than a physical one.
• ESG/CSR disclosure in the proxy statement and on websites continued to remain the predominant position throughout the SV150, albeit slightly down from last year, with 79 percent of the top 100 companies having such disclosure in their proxies and 89 percent of the top 100 companies having such disclosure on their website.
• Over three-quarters of the SV150 companies published an ESG Report on their website, with 96 percent of the top 50 companies doing so. Of companies with ESG reports, 23.7 percent issued reports dated 2025, with most (57.9 percent) dated in 2024 and the remainder earlier. Most of the companies that issued an ESG Report (77.2 percent) issued a single report rather than multiple reports. Nearly 56 percent of the ESG Reports contained an independent, third-party assurance of some of the data.
• Most companies discussed ESG or sustainability and cybersecurity committee responsibility in their proxy statements (77.6 percent and 93.2 percent, respectively). In most companies, ESG or sustainability was handled by the nominating/corporate governance committee (78.9 percent) and cybersecurity by the audit committee (75.2 percent). The number of standalone cybersecurity/ privacy committees increased 31 percent to 17.
• Human capital disclosure dipped this year, with only 66 percent of companies including such disclosure in their proxy statement compared to 74.7 percent last year. Only 26.5 percent of companies provided specific numbers compared to 41.6 percent last year. Of those companies that provided quantitative human capital information, 14 companies disclosed diversity numbers or percentages among employees or some subset of employees, down from 37 companies last year. A significant number of companies (69.2 percent) gave their compensation committee a mandate in the charter or proxy statement to oversee human capital matters.
• Voluntary proxy statement disclosures in general and proxy summaries also continued to remain prevalent throughout the SV150, depending on the type of disclosure, although it continued to be the case that these are much more likely to be implemented by top 50 companies—and shareholder proposals are almost always directed to top 50 companies.
• After the Nasdaq diversity rules were struck down by the Fifth Circuit (December 11, 2024), only six companies included the board diversity matrix in their proxy statements. The total percentage of companies that included diversity disclosure at all in their proxy statements dropped significantly to 57.3 percent in 2025, down from 92 percent last year. When measured solely after December 11, 2024, the percentage including diversity disclosure was even smaller at 54.5 percent.
• Emblematic of the decrease in overall diversity disclosure, the use of the word “diversity” or “diverse” in such proxy statements plummeted to 7.61 average uses versus 20.12 average uses in the prior year proxy statements, representing a decrease of 62.2 percent. Of the companies that did not include diversity disclosure, 53.3 percent included pictures of their directors.
• Of the companies that included diversity disclosure, 80.6 percent provided only aggregate statistics and did not break out diversity by director. Almost all such companies (99 percent) included gender diversity, and a significant percentage (86 percent) included racial or ethnic diversity. Approximately one-third identified specific races or ethnicities. A far lower percentage (14 percent) included sexual orientation.
• Almost 20 percent of companies that included diversity disclosure (14 companies) specified some form of diversity by director. Of those, all included diversity by gender and a slightly lower percentage (93 percent) included individual race or ethnicity by director. As was the case with companies that included only aggregate statistics, far fewer companies included sexual orientation (only three companies). Most of the companies that specified diversity disclosure by director were Nasdaq companies (10 of 14 companies).
• Despite the shift away from diversity disclosure, the percentage of ethnically diverse directors, to the extent it was disclosed at all, continued to remain steady at approximately 29.4 percent, comparable to the rate of our findings in prior years. Similarly, the average percentage of women on boards was 34 percent, which is consistent with prior years. This indicates that while the extent to which companies discuss diversity decreased in the proxy statements of the SV150, there has not yet been any discernible shift in the number of diverse or female directors on the boards of such companies.
• The SV150 is still fairly diversified in years since IPO, with four of this year’s SV150 having recently become public. The top 50 companies continued to have substantially greater annual sales, market cap, and profitability than the other 100 companies.
• The top 50 companies, on average, have up to 1.8 more directors. In addition, directors at the top 50 companies have longer tenure, are older, and are more likely to be subject to mandatory retirement policies. Female directors, however, are more common throughout the SV150, with the bottom 50 companies actually averaging a higher percentage of female directors (34.0 percent) than the top 50 companies (33.5 percent).
• Companies more than 20 years from their IPO are significantly more likely to have an independent chair than any other demographic factor.
• The number of women executive officers (20.7 percent) is considerably higher than women CEOs (6.7 percent).
• The top 50 companies are much more likely to have a non-classified board, majority voting, proxy access, and ability for stockholders to call a special meeting or act by written consent. Years since IPO also plays a role in these decisions.
• Activism affected 5.4 percent of SV150 companies in 2025. Only two activism campaigns resulted in a proxy fight, with the most frequent result being at least one director added to the board in a settlement with the activist stockholder.
• Almost 94 percent of SV150 companies that have chosen say-on-pay frequency have adopted annual say-on-pay votes, and of the companies that took a say-on-pay vote in 2025, 56 percent received greater than 90 percent stockholder approval.
• Executive compensation perks are primarily found in top 50 companies, regardless of time since IPO.
• Most companies (93.3 percent) included pay versus performance disclosure in their proxy statements. Revenue was the most frequent company selected measure (55.0 percent) with earnings the next most frequent company selected measure (27.8 percent). Among other performance measures included in the SV150 companies’ tabular lists, earnings was the most frequent (45.8 percent). Most companies included two or three measures in their tabular lists of performance measures (59 companies and 28 companies, respectively), in addition to their companyselected measure.
• Nearly every SV150 company, as required, filed a new clawback policy in response to SEC requirements. As expected, the vast majority of companies did not expand their policies beyond Nasdaq and NYSE requirements, although several did.

Looking forward to 2026, we expect that companies will continue to actively engage with their stockholders on performance metrics, governance, executive compensation and say-on-pay, as well as other matters. We anticipate that companies will continue to focus on communicating board actions in these areas through their proxy statements. Despite the reversal from the SEC on climate disclosure, it remains to be seen whether companies will continue to focus on ESG and GHG emissions disclosure. And stockholder activism will continue to be a focal point for many companies.

Link to the full report can be found here.