Like other board members analyzing the 2024 proxy proposals through the lens of the presidential election, Phyllis Campbell perceives changes ahead for publicly traded companies and boards. “The political divide will drive the issues for 2025, with some direct challenges to directors and company DEI and environmental efforts,” says Campbell.
The former CEO of U.S. Bank of Washington and the regional chair of JPMorganChase’s Pacific Northwest region serves the boards at public companies Remitly and Air Transport Services Group. Among the other proposals expected to crop up at next year’s shareholder meetings, Campbell highlighted time-based incentive compensation, director qualifications to oversee AI and cyber risks and supermajority shareholder voting. “We directors will be earning our money in 2025,” she says.
If past is prologue, the number of shareholder proposals in the 2025 proxy season will rise yet again, having jumped forward the past four years in a row. In 2024, proposals increased by 4 percent to 929, led by a 13 percent hike in governance proposals. Chief among them were the 45 shareholder recommendations to ditch supermajority voting in favor of simple majority votes, which garnered an average 70.5 percent support, up from 57.9 percent in 2023.
These varied subjects, while certainly challenging for boards, pale in comparison to the expected furor over anti-ESG proposals. The number of anti-ESG proposals reached a record 107 in 2024, although none received more than 10 percent shareholder support. Given the rightward shift in the White House and Congress, Campbell wonders if support will remain as low in next year’s proxy season. “Certainly, the anti-woke/anti-DEI shareholders will be more emboldened,” she says.
Michael S. Ben, leader of law firm Honigman’s public company, securities and governance practice group, concurs that anti-ESG proposals relating to climate change have not received a lot of support. “While a huge number of anti-environmental proposals were filed by shareholders, only two passed,” he says. “Nevertheless, under the new administration, the tide is expected to turn at the SEC. Activists will continue the recent trend of using more creative ways to push their agenda.”

—Mike White, Director, Bank of America
Proxy advisory firms like ISS and Glass Lewis, whose clients are primarily institutional investors, have similar perspectives. Regarding ESG prospects ahead, Marc Goldstein, head of U.S. research at ISS, comments that in Trump 2.0, “it’s probably safe to say that the SEC’s climate disclosure rules are dead, and the administration will do its best to kill California’s environmental law.”
Courteney Keatinge, senior director of ESG research at Glass Lewis, had this to say: “Even with the prospect of more activist anti-ESG proposals, companies with employees, customers and suppliers that favor the E and the S may boycott their products if it doesn’t meet their expectations, making them think deeply about how they approach the topic. If you ignore that stakeholder base, it can result in a bad reputation affecting engagement, retention and the brand.”
Corporate Board Member reached out to several board members at publicly traded companies to discern which topics will dominate shareholder proposals in the 2025 proxy season. As longtime board director Mike White, who chairs the nominating and governance committee at Bank of America and recently left the boards at Kimberly-Clark and Whirlpool, describes these prospects, “The reality is we live in a 50-50 country, with both the blue and the red having their advocates. We’ll probably see continued increases in E and S proxy proposals, both for and against climate change and diversity, equity and inclusion.”
Board Qualifications
Cybersecurity threats and AI governance are among the most pressing issues confronting management and boards. Board directors in the 2025 What Directors Think Survey that Corporate Board Member developed in collaboration with Diligent Institute and FTI Consulting cited the two areas as among the top 10 most challenging for them to oversee. Shareholders wanting more comfort that directors can effectively assess these risks are expected to seek greater disclosures around AI and cybersecurity board oversight in 2025.
“We are seeing a significant trend of companies across industries increasing their disclosures around being an AI and cyber-focused company, believing it will improve valuation multiples, but there is a lot of uncertainty around how companies define AI and its materiality at this early stage,” says Ben, which is causing boards to evaluate whether they need more technical AI and cyber expertise.
The question is whether this expertise should be entrusted to a single director. “Most directors are not in the loop on what is going on with AI and cyber as much as they need to be, due to their dynamic nature,” says Keatinge, “hence the idea of vesting their oversight with one person on the board.”

—Tiffany Olson, Director, MiMedx Group, Telix Pharmaceuticals and Castle Biosciences
Board members for the most part oppose the idea. White believes it is more important for directors to receive regular ongoing training on AI and cyber as opposed to relying on a single board member with AI and cyber experience. “We have had two major briefings this year on AI, and I expect it will be an ongoing agenda item in 2026 and beyond, but I don’t foresee a general trend to add chief information officers and chief information security officers or other technology experience to a board,” he says.
Neither does Tiffany Olson, board member at publicly traded companies MiMedx Group, Telix Pharmaceuticals and Castle Biosciences. “While I’m all for AI and cyber experts, they should be utility players, like a CISO or a third-party advisor called in to update and educate the board, as opposed to being a member,” she says.
Olson chairs the nominating and governance committees at Telix and Castle, making her responsible for the board’s education on cyber and AI. “We just did a table exercise on cyber risks and recovery to help inform and document our guidance on what to do to the best of our abilities,” she says.
Campbell shares this perspective, commenting that the nominating and governance committees of the two boards she serves “take the view that all the directors need training and education around AI/cyber. Although it’s desirable to have someone on the board who has a close working knowledge of the technology-related risks, it’s more important to have a good strategist with broad-based business knowledge to help the company frame the right questions at a higher level,” she says.
Ben agrees that a one-topic expert on the board is not the right approach. “The board’s job is to have just enough knowledge to appropriately oversee cyber and AI and utilize management and outside experts to reasonably inform them,” he says.
Although Glass Lewis does not have a position on the topic, Keatinge says her personal view is that it is “much more effective for directors to be fluent or conversational on cyber and AI, ensuring the full board can weigh in on these issues.”
Time-Based Comp and Majority Voting
During the 2024 proxy season, the misalignment of performance-based equity awards for CEOs and other top executives was in the spotlight, foreshadowing more of the same in 2025. Goldstein cites “rumblings of skepticism and discontent” among investors over the seemingly inexorable rise in CEO pay, attributing these adverse reactions to the complexity, short performance measurement periods and low-hanging target-level payouts of performance-based awards. “The evidence suggests such programs pay out above target more often than not,” he says.

—Phyllis Campbell, Director, Remitly and Air Transport Services
Consequently, some investors are beginning to support a greater proportion of time-based equity awards in executive compensation packages, with five- to seven-year vesting periods as opposed to the customary three years. Keatinge affirms the interest in a greater proportion of time-vested shares and smaller performance-based shares, noting that more than 85 percent of investors support the use of time-based incentives under the right circumstances.
Ben says investor sentiments on pay-for-performance are consuming the attention of board compensation committees, given the need to select performance metrics that align with company strategy and stockholder value and establish related payout targets. But he questions if a greater percentage of longer-duration time-based awards is the optimal approach, as it might backfire to increase skepticism about windfalls.
Board members appear to be sticking with their current pay structures. “Outsize pay packages always draw significant shareholder attention,” Ben explains, pointing to controversy around the eye-popping $45 billion pay package Tesla shareholders approved for Elon Musk in August. “But I don’t see a trend toward replacing performance awards with more time-based equity. My rule of thumb is to see performance-based compensation at 60 percent and 40 percent time-based, give or take.”
Although Olson says time-based equity awards are “popping up as an issue and we are hearing it broadly,” management at Castle Biosciences and Telix Pharmaceuticals align executive incentive compensation over a traditional two- to three-year time period with specific performance metrics. “On my boards, we’re focused on ensuring that the annual and long-term incentive programs use different metrics to avoid rewarding the same indicator twice. Our goal is to align value creation with specific, critical targets, such as achieving new product milestones or meeting cash flow objectives.”
Campbell nonetheless expects shareholders to voice concerns about different pay-for-performance structures at the 2025 annual meetings. “With company earnings potentially slowing, those companies with less-than-robust growth in the coming year will get more scrutiny from investors on any new equity that goes out,” she explains. “The boards on which I serve are generally against time-vested awards that have less-than-objective performance metrics tied to them.”
Shareholder proposals during the 2024 proxy season to decrease or eliminate supermajority voting are also expected to make a return visit in 2025. Shareholders seek simple 51 percent majority votes instead of the typical 70 percent or 80 percent required. The number of such proposals grew fivefold in 2024 from the prior year to make it the No. 1 governance topic, with 81 percent of them passing. The percentage of S&P 500 companies with supermajority voting has fallen to just over one-third, Goldstein notes. “We expect to see more companies put it on the ballot in 2025, due to shareholder pressures,” he says.
Ben attributes the surge in anti-supermajority vote proposals to the efforts of shareholder advocate John Chevedden, who submitted numerous proposals securing wide-scale support for simple majority voting. Chevedden has long condemned supermajority voting as an entrenching mechanism thwarting initiatives most shareholders want but management opposes. Nevertheless, White says many companies that require more than a majority of votes for major mergers and acquisitions, CEO changes, bylaw changes and so on will continue to advocate for keeping the provisions in place. “Case-by-case specifics will drive the proposals,” he says.
For and Against ESG
No other shareholder issue is more daunting for boards to oversee than the E and the S in ESG, especially in the aftermath of the election. “Last proxy season, an avalanche of DEI and ESG issues put in motion in large part by major shareholders ran smack into a severe backlash, and that was before the swing to the right,” says Bruce Claflin, board member at publicly traded Idexx Laboratories and Ciena. “Going forward, ESG will be a challenge for some companies and their boards.”
Goldstein projects that conservative anti-woke crusader Robby Starbuck, remarkably successful in compelling Tractor Supply, John Deere, Lowe’s, Molson Coors, Harley Davidson, Ford Motor Co., Caterpillar, Toyota and other public companies to roll back their DEI and climate change policies in 2024, now has further impetus to “go after companies, in particular businesses in red states,” he says.
These businesses generally sell products like trucks, motorcycles and tractors that appeal to the rural lifestyle. “Starbuck can plausibly argue that these companies are at risk of alienating their employees and customers,” says Goldstein. “If he made that argument at Levi Strauss in San Francisco, a company with a relatively liberal customer base, he’d be at risk of alienating their customers and employees.”
Since the anti-DEI and climate change attacks are focused on high-profile businesses where a boycott of products can yield desired results, companies that are not consumer-facing brands, such as business-to-business enterprises, have less to worry about, Keatinge says. “Nobody but investors really know who you are, and they’re not going to be criticizing you on social media for your DEI or environmental goals. Nevertheless, all board members need to ensure they’re not ignoring their stakeholder base, given the risks of a bad reputation,” she says.
Depending on the company and its customers and employees, boards in the 2025 proxy season will need to appraise both sides of the divide. “Businesses that are overt targets will draw activists out of the woodwork,” says Campbell. “Their board members need to ensure that general DEI initiatives are tied to strategy and future workforces [and] get more active with the CEO and management to think through these issues and potential responses.”
On the climate change front, Ben forecasts “a testing of the waters in 2025. More pro-climate change proposals will get excluded on the basis that they’re not relevant to the financial analysis of investment decisions. I don’t necessarily think the election has stopped the [environmental] movement per se, but what will stop is the aggressive setting of emissions targets.”
Campbell demurs, explaining that global companies with significant business in the EU and the UK, where more stringent environmental regulations remain in place, will be indifferent to gutting their climate change initiatives. “While boards need not think about Scope 3 emissions in the U.S., demand for sustainability standards and disclosures that are supportable, real and auditable remains in the EU and UK,” she says.
On the healthcare boards Olson sits on, anti-woke activism has been focused more on the S than the E, she says. “We don’t see a big push on the environmental side, but we certainly see it on the social side, insofar as diversity on the board and in say-on-pay-type issues,” she says. “We’re not backing off just because the election shifted the country to the right.”
Claflin feels the same way. “I believe, as most board members believe, that talent exists everywhere, meaning you should look for it everywhere, regardless of race or gender,” he says. “The companies on whose boards I serve see both the E and the S as critical to their strategy.”
He provided the example of a major environmental initiative at Idexx related to packaging materials. “The company replaced plastic [packaging] with recyclable biodegradables, which was good for the environment but also for strategy, reducing waste and saving money on packaging and shipping costs,” he says.
“Boards are striving to have unity around these issues,” says White. “One side will continue to argue that the company is going too far on DEI and climate change, while the other will say it’s not going far enough. But even with the election results, I just don’t see any less commitment to having a meritocratic workforce with an open, inclusive and diverse culture.”