Among the noteworthy trends from EY’s “2025 proxy season review: four key takeaways” are those captured by board oversight-related proxy disclosures, as follows:
- AI oversight—The number of S&P 500 companies disclosing a designated board committee with AI oversight responsibilities more than tripled season over season, with such responsibilities most commonly assigned to the audit committee. That said, technology committees have also increased in prevalence from 8% in 2019 to 13% in 2025.
- AI experience—Nearly half of Fortune 100 companies included AI in their descriptions of director qualifications, up from 26% in 2024. AI experience descriptions or references varied widely and included, e.g., the CEO undertaking AI growth initiatives, completing a certification in AI ethics, and serving on the board of an AI company.
- Sustainability committees—There was a 1% reduction—from 12% last year to 11% this year—in the number of S&P 500 companies disclosing a board sustainability committee, with responsibilities most often moving to the Nom/Gov Committee, which most commonly oversees this area among this company group.
- DEI oversight—There was a sharp decline (76%) among S&P 500 companies in compensation committee oversight of DEI, with most companies removing the term entirely and 17% changing the nomenclature to “inclusion.”
The report includes EY’s observations and analysis of the statistics and trends and suggests key actions for boards aimed at addressing evolving investor and other stakeholder expectations and pressures across each of the covered topics.