For two decades, Fenwick has reported on corporate governance statistics and trends among the S&P 100 and Silicon Valley’s top public companies (Fenwick – Bloomberg Law Silicon Valley 150 List), with the goal of educating public company executives and board members on trends as they continuously evolve. Our 2024 Corporate Governance Survey continues to track key trends such as board composition, dual-class voting structures, and majority voting practices. These insights provide a practical understanding of how Silicon Valley’s governance practices compare to national norms and help boards and companies navigate corporate strategy.
Corporate governance remains a dynamic area, reflecting the diverse priorities and expectations of companies at various stages of development, as well as their unique industry contexts. Our findings underscore that governance practices among Silicon Valley’s technology and life sciences companies often differ significantly from those of large, established public companies nationwide, shaped by distinct investor bases, board expectations, and growth objectives.
Our report finds that most of the governance practices and trends from 2023 continued in the 2024 proxy season. Notable observations for 2024 are discussed below.
Select 2024 Highlights:
- The percentage of women board members for the SV 150 and S&P 100 remained flat in 2024 compared to 2023, with both groups showing similar levels of representation. The percentage of women serving on boards of SV 150 companies was 33% in 2024 and 2023. The percentage of women serving on boards of S&P 100 companies was 33.8% in 2024 compared to 33.6% in 2023.
- Adoption of dual-class voting stock structures continues to be an important long-term trend among Silicon Valley technology companies though it is still a minority of companies. Throughout the past decade, the SV 150 saw a sharp increase in the frequency of dual-class voting structures (from 2.9% in 2011 to 30.4% in 2024), a trend which we expect to continue. This rate continues to greatly surpass the rate of the S&P 100 (which has fluctuated between 7% and 12% since 2011 (11% in 2024)).
- Classified boards remain significantly more common among technology and life sciences companies in the SV 150 than among S&P 100 companies. Their use has steadily increased in the SV 150, from 45.9% in 2015 to 54.1% in the 2024 proxy season (down from 56% in the 2023 proxy season). Companies in the bottom 50 of the SV 150 were more likely to have classified boards than the larger SV 150 companies, although the percentage also decreased (71.4% of companies in the bottom 50 of the SV 150 had classified boards in the 2024 proxy season compared to 74% in the 2023 proxy season).
- A majority of companies in the S&P 100 and SV 150 continue to have majority voting, although the percentage decreased slightly from 2023 to 2024. 96% of companies in the S&P 100 had majority voting in 2024 (compared to 97% in 2023). 51.4% of companies in the SV 150 had majority voting in 2024 (compared to 53.3% in 2023).
- S&P 100 companies continue to be more likely to combine the board chair and CEO roles than SV 150 companies. In the 2024 proxy season, 55.6% of S&P 100 companies had combined the roles of board chair and CEO (down from 62% in 2023), while 41.8% of SV 150 companies had combined the roles of board chair and CEO (down from 46.7% in 2023.)