WCD Nominating & Governance Committee Peer Exchange

Summary

On December 3, 2025, members of Women Corporate Directors’ Nominating and Governance Committee Peer Exchange met virtually to discuss the upcoming 2026 proxy season. They were joined by guests Kimberley Lewis (Head of Active Ownership, Schroders), Adrienne Monley (Managing Director, PJT Camberview), and Anne Sheehan (Director, Victoria’s Secret, Janus Henderson Group). Tanuja Dehne (Director, Granite Point Mortgage Trust Inc.; WCD Philadelphia) moderated the discussion and led a breakout discussion. Connie Duckworth (Director, Steelcase Inc., MP Materials; WCD Chicago) also led a breakout room discussion.

The discussion highlighted several themes: 

• Companies are adapting ESG communications amid a polarized US environment. “There is a lot of consistency in ESG practices, but US companies are modifying nomenclature and communicating less externally,” one participant said. For example, goals that companies referred to as “targets” two years ago may now be labeled “aspirations,” or might not be disclosed at all to mitigate risk. These changes have led investors to conduct more nuanced engagements to determine if a company is merely not reporting on ESG matters or actually backpedaling on commitments. Meanwhile, UK and European investors are largely holding firm on ESG policies. “It’s more important than ever to ensure the board talks about the linkage of ESG to strategy and value creation,” a participant emphasized.
• Activism surged in 2025. The third quarter of 2025 was the busiest on record. Interestingly, while “there was a lot of activity in the first half of 2025, only a few cases actually went to vote.” It’s too soon to say how activism will play out in 2026, but the current environment suggests it will likely be another active season. “Both experienced and new activists seem emboldened and feel they can have an impact at companies, so there are a lot of attempted discussions and negotiations happening. Companies also seem more comfortable fighting activists right now, especially those who already engage with shareholders, so I wouldn’t be surprised if more campaigns go to vote next year,” a participant said.
• AI remains a hot topic for boards and investors, with more AI-related shareholder proposals expected in 2026. “I think boards need to treat AI oversight as a key fiduciary duty around strategy, risk, and compliance,” one participant said. Investors are increasingly asking about AI. “Boards and management teams should be prepared to engage with investors in real-time, unstructured discussions on AI,” a participant said. AI-related shareholder proposals are expected to increase, though participants noted that past AI proposals have often served as vehicles for broader agendas rather than pure governance concerns. “I would try to understand what’s really behind the proposal,” one said.
• Despite pressure in the US, many boards remain committed to diversity as a strategic imperative. “Not a single company I’ve come across said, ‘Let’s be done with diversity.’ It’s just determining what should be talked about publicly versus not,” a participant said. Some US investors have softened their formal voting policies, “though that doesn’t mean they don’t still like to see good practice.” In contrast, many European investors remain steadfast and “unapologetic” about board diversity policies. Still, a recent report from Equilar found that, in 3Q2025, the appointment of women directors to open Russell 3000 board seats fell to the lowest level recorded since 2017. It also represents a 27% decline from the beginning of 2025, when women were appointed to 30.6% of open board seats. “Every Nominating and Governance committee should be focused on making sure we have the best diverse slate of candidates inside the boardroom,” one participant said, and companies should articulate why having a diverse board is a strategic value. Members highlighted good practices such as utilizing skills matrices, ensuring search firms understand a company’s priorities, and leveraging networking organizations.

• Off-season engagement provides investors with critical context beyond the proxy statement. “Proxies are such a narrow set of topics. Making the effort to have conversations outside of proxy solicitation time is worthwhile,” a participant said. These discussions give investors a “pulse read” on the company and how it fits into their investment strategy. Participants also encouraged engaging with “noisy” stakeholders—especially those likely to submit proposals. Some noted that securing meetings with large index funds remains a challenge. “It’s important to craft a compelling reason when reaching out to ask for a meeting—and offer an audience with a board member,” one participant advised.

Reflection questions:

• What updates, if any, to your board evaluation and refreshment process should be considered based on the current trends (e.g., investor interest in AI governance, activism, evolving expectations from regulators related to ESG and diversity reporting)?
• How is your company thinking about external communications in the current environment? Are you confident that activities and data collection that support strategic priorities are continuing—and that company disclosures reflect this?
• How prepared are your management team and board to engage with investors in unstructured discussions about AI? How clearly defined are the board’s roles and responsibilities for AI oversight?
• How is your company proactively engaging with investors beyond the proxy season?
• How prepared are your board and management team for potentially heightened activist activity next year?
• What conversations are you having about board refreshment policies? What role can the Nominating and Governance Committee play in ensuring that succession planning and board evaluations continue to take into account a comprehensive mix of skills, experiences, and backgrounds? If applicable, how can your company better articulate the strategic value or positive results that come from having leadership with experiences and backgrounds that represent the customers and markets they serve?