Listen to this post

Wilson Sonsini annually publishes the Silicon Valley 150 Corporate Governance Report, which analyzes the governance practices and disclosures of the Valley’s largest public companies. The report uses the Lonergan SV150[1], which includes the top 150 public companies (by annual sales) with headquarters in Silicon Valley. We will be publishing the report in December, but we wanted to preview some early data points regarding diversity disclosure.

Background

Beginning in 2022, companies with securities listed on Nasdaq were required to publish a board diversity matrix on a phased-in schedule, either in a proxy statement or on the company’s website. Although the New York Stock Exchange (NYSE) never adopted a similar requirement, some NYSE-listed companies voluntarily included the board diversity matrix or other statistics on board diversity in their proxy statements. In addition to the Nasdaq disclosure requirements, several institutional investors had incorporated board diversity requirements into their voting guidelines. As a result, many companies were including board diversity disclosures in their proxy statements, and we began including more in-depth board diversity disclosure statistics starting with our 2022 report.

On December 11, 2024, the U.S. Court of Appeals for the Fifth Circuit vacated the SEC’s order approving Nasdaq’s board diversity listing standards. As a result of this ruling, Nasdaq-listed companies were no longer required to disclose the board diversity information specified in the rules. Shortly thereafter, in early 2025, the current U.S. presidential administration issued several executive orders targeting ‘diversity, equity and inclusion’ initiatives and some institutional shareholders eliminated or softened their voting guidelines regarding board diversity.

Steep Decrease in Diversity Disclosure in 2025 SV150 Proxy Statements

Unsurprisingly, as a result of these developments, board diversity disclosure in 2025 SV150 proxy statements dropped significantly to 57.3 percent compared to 92 percent last year. When measured solely by the SV150 proxy statements filed after December 11, 2024 (the date that the Nasdaq diversity rules were struck down by the Fifth Circuit), the percentage of companies including diversity disclosure was even smaller at 54.5 percent. Emblematic of the decrease in overall diversity disclosure, the use of the words “diversity” or “diverse” in such proxy statements dropped to 7.6 uses (on average) versus 20.1 uses (on average) in the prior year proxy statements, representing a decrease of 62.2 percent.  

Diversity Disclosures

Of the 132 companies that filed after December 11, 2024, 72 companies included diversity disclosure:

  • Format of Disclosure: 30.6 percent included the statistics in the form of a chart, 51.4 percent in the form of a graphic and 30.6 percent in the form of text only. Of the 72 companies that included diversity information (in whatever form), only 56.9 percent used the word ‘diversity’ or ‘diverse’ with the disclosure. With respect to those companies including a chart, 59 percent generally followed the Nasdaq format, but only 27.3 percent called the chart a board diversity matrix.
  • Aggregated Data: 58 companies (80.6 percent) provided only aggregate statistics and did not break out diversity by director. Nearly all of these companies (98 percent) included gender diversity, and a slightly lower percentage (86 percent) included racial or ethnic diversity, with nineteen companies identifying specific races or ethnicities. A far lower percentage (14 percent) included sexual orientation.
  • Director-Specific Data: 14 companies (19.4 percent) 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 (21 percent) included sexual orientation. Most of the companies that specified diversity disclosure by director were Nasdaq-listed companies (10 of 14 companies).

Diversity Statistics

Despite the shift away from diversity disclosure, the percentage of ethnically diverse directors, to the extent it was disclosed at all, continued to remain 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.

[1] For more information on the methodology used to prepare the Lonergan SV150, please visit https://lonerganpartners.com/2025-lonergan-silicon-valley-150-list/lsv-150-company-insights-2025.