Squire Patton Boggs has published its second annual DC Area Public Company Local Trends Review – 2024 Proxy Season Fall Report, highlighting trends from the most recent proxy statements filed by the 100 largest public companies in the DC area.
Analysis revealed:
Proxy Season Proposals
- Fourteen entities received 29 stockholder proposals, of which more than half were social proposals.
- Seventy-nine companies had Say on Pay proposals, and seven entities put forward officer exculpation proposals. All proposals voted to date (77 and six, respectively) have passed.
Board Composition
- DC 100 boards average 39.3% diverse directors (gender, racially / ethnically, or both). Almost one-third (32.7%) of DC 100 board leadership positions - chair of the board or chair of a committee - are held by a diverse director.
- Approximately one in three DC 100 directors serve in multiple public company directorships, with the majority of those directors serving on one additional public company board.
Compensation
- Total director compensation averaged $233,123, a 5.4% decrease from 2023.
- On average, total CEO compensation increased $1.3M from 2023 while total CFO compensation decreased $0.4M. Across both CEOs and CFOs, the most highly compensated 30% received more than 60% of the DC 100’s aggregate compensation.
“Through extensive analysis of local public company metrics against the Fortune 500, S&P 500, Russell 3000, and other national surveys as available, our second annual report provides helpful benchmarking data regarding the DC-area public company market and how it differs in some respects from governance and disclosure perspectives compared to national public company statistics,” said the firm’s Washington DC Corporate Deputy Practice Group Leader Abby Brown.
“For example, our analysis revealed that almost 40% of all DC 100 directors are diverse – defined as female, underrepresented minority, or both,” added Brown. “Further, the directors representing the 50 largest companies in the DC area average 63.4% diversity, well above the 50% diversity of the S&P 500.”
The analysis presented in the firm’s report draws on the latest proxy statements from 100 companies filed between October 25, 2023, to August 12, 2024, and corresponding Forms 8-K reporting annual meeting results.
Squire Patton Boggs’ Washington DC office sits at the nexus of law, business and government in the world’s most powerful democracy. The Corporate Governance & Securities Regulation Group provides transactional and governance support to a wide variety of businesses on mergers and acquisitions, corporate governance, enterprise risk management and related securities and financial regulatory compliance.