Issue link: https://digital.shearman.com/i/1512772
Shearman & Sterling LLP 1 | Introduction Welcome to Shearman & Sterling's 21st annual Corporate Governance & Executive Compensation Survey, in which we provide insights on current developments in corporate governance and executive compensation matters and identify related trends across the Top 100 Companies in the United States. November 2023, marks the 150th anniversary of our Firm. As we cross this remarkable milestone and consider the legacy of Shearman & Sterling, we are proud that for over 20 years we have had the opportunity to provide readers with an in-depth look at top of mind issues for directors, executive officers and corporate secretaries. Over that 20-year span and into this year, effective corporate governance continues to grow in importance as companies contend with new challenges, including shifting societal pressures and expectations, technological advancements, regional conflicts and the impact of climate change. Our observations from the 2023 proxy season illustrate how companies are addressing some of these challenges. For example, in proxy statements filed during the 2023 season, 70 of the Top 100 companies specifically identified directors with cybersecurity or data security experience, a significant increase from the 2022 season. Introduction Right now, companies are facing a rapidly evolving regulatory landscape. This includes new SEC- mandated disclosures relating to board qualifications, compensation and risk management and pay versus performance. This survey is intended to provide our views on some of the areas of corporate governance and executive compensation that have been most impacted this year by changing practices, trends and regulatory developments. Through our data reporting and synthesis, we also strive to provide benchmarks for public companies to assess their own governance practices, recognizing that each company faces unique considerations and challenges. We hope that our survey continues to serve as a useful tool for companies and governance professionals. We would like to thank our content contributors and those that assisted in the preparation of this year's survey, as well as the 20 surveys that came before it. We are excited for what the future holds, and what we can share with our readers in our 22nd annual survey next year. Our 2023 Corporate Governance Survey includes insights on the corporate governance issues that are in focus in the current environment, with a goal of providing you with our perspective on what boards and management teams should be thinking about as we enter the 2024 proxy season. In addition to the insight articles, the Survey includes a review of key corporate governance and executive compensation practices of the 100 largest companies listed on the NYSE and Nasdaq, measured by market capitalization and revenue, which we call the Top 100 Companies. A list of the Top 100 Companies can be found in at the end of this publication. The 2023 Survey was produced under the leadership of the following Shearman & Sterling attorneys: Richard B. Alsop Lara Aryani Matthew H. Behrens George A. Casey Erika A. Kent Emily Leitch Doreen E. Lilienfeld Daniel Litowitz Ilya Mamin Gillian Emmett Moldowan Lona Nallengara Scott D. Petepiece Stella Sun Emily Westridge Black With the support of Allan Collins.