Boards shift focus to tech and navigate cautious investors

Corporate boards are adjusting to a more uncertain proxy landscape, according to EY’s 2025 Proxy Season Review. The report highlights four key 2025 proxy season trends shaping governance this year: more oversight of technology, fewer shareholder proposals (especially on sustainability), stronger support for directors, and continued approval of executive pay packages.

Source: Analysis by EY Center for Board Matters

The 2025 season took place against a backdrop of shifting regulation, political pressure, and changing investor behavior. New SEC guidance made some investors less willing to engage directly with companies, EY said, while proposals tied to environmental and social issues dropped off sharply.

Technology moves to the boardroom

One of the biggest changes was in how boards approach technology, especially artificial intelligence. EY found that the number of S&P 500 companies assigning AI oversight to board committees more than tripled in 2025. Audit committees are most often responsible, though some companies use technology or governance committees instead.

“Generative AI is enabling growing cybersecurity threats, but leading companies are also harnessing the power of AI for cybersecurity defense and response. Board members should seek to understand how their companies are using AI to enable threat intelligence feeds, detect malicious activity sooner, streamline reporting to stakeholders and provide simulated training exercises that yield better outcomes,” Patrick Niemann, EY Americas Center for Board Matters Leader, told Help Net Security.

Companies are also talking more about director qualifications in this space. Nearly half of Fortune 100 companies now mention AI experience in board bios. That is up from just 26% last year. Experience ranged from leading AI strategy at a company to completing ethics training.

At the same time, sustainability committees are becoming less common. The number of S&P 500 companies with a dedicated sustainability committee dropped from 12% in 2024 to 11% in 2025. Most often, these duties moved to the nominating and governance committee. EY notes this may reflect efforts to simplify committee structures or shift priorities as businesses adapt to new operating environments.

Director support remains strong, but leaders face closer scrutiny

Support for individual directors stayed high, rising slightly to 96.3% across the S&P 1500. But board and committee chairs, especially those leading governance and compensation committees, still face more opposition than their peers. Independent board leaders received 2 to 3 percentage points less support on average.

EY also noted that some major investors have removed explicit diversity voting thresholds from their guidelines. This has created more uncertainty around how votes are determined.

Say-on-pay remains steady

Despite ongoing scrutiny, most executive pay packages continued to win support. Across the S&P 1500, say-on-pay proposals averaged 91.6% approval. That is roughly the same as last year. Only 11 companies failed to secure majority support, down from 17 in 2024.

Investors flagged three areas of concern: the alignment between pay and long-term performance, one-time awards outside regular pay plans, and the complexity of performance-based equity. Still, views varied, and EY stressed the need for companies to know where their shareholders stand.

Looking ahead, EY expects continued regulatory shifts, possible changes to proxy rules, and more pressure on boards to explain how they are adapting. Amid uncertainty, companies that tell a governance story and stay engaged with shareholders may be best positioned to maintain support.