Following up on last year’s analysis (which we reported on here), according to Glass Lewis, reporting on data from the 2024 proxy season, 82% of S&P 500 companies disclosed a director commitments policy. Of those, 64% limited non-employee director commitments to three external boards; about one-third limited CEO commitments; more than half imposed a limit on all executives; and 41% imposed limits on audit committee members.
More than two-thirds of S&P 500 policies provided the board with discretion to grant exceptions, generally in the following ways: (i) providing an explicit way for the board to grant an exception; (ii) requiring directors to notify and seek approval from the board before joining additional boards; and/or (iii) requiring the Nominating & Governance Committee to evaluate directors’ commitments and their impact on directors’ current board service. S&P 500 data is based on Glass Lewis’s review of a random sampling of 50 S&P 500 proxy season disclosures.
Nearly three-quarters of Russell 1000 companies have a director commitments policy that restricts directors’ other board service, up from 70% the prior year.