Corporate Board News, November 2025: Evolving Governance, Disclosure and Compensation

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Board leaders are facing several updates shaping governance and disclosure this year. Proxy statements now use clearer storytelling to link strategy and oversight. The SEC has shifted its stance on arbitration provisions. ISS also proposes longer-term pay reviews. These changes may affect how boards communicate, engage investors, and design compensation plans.

We cover these stories as the top news items that are currently affecting corporate boards of directors — including possibly yours — this month. Let’s take a more in-depth look.

Shift to 'Storytelling' in Proxy Statements and Enhanced Disclosure

There is a distinct trend among governance professionals to treat the annual proxy statement less as a compliance document and more as a strategic storytelling tool. The focus is on using clear, plain English and visuals to connect board composition, pay, and oversight directly to the long-term business strategy and shareholder value.

Impact: Requires a procedural shift in how the proxy is prepared, involving year-round thinking, not just an end-of-year exercise, to ensure clear strategic narratives.

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SEC Changes Stance on Mandatory Arbitration Provisions

The SEC issued a policy statement changing its long-held position disfavoring mandatory arbitration provisions in corporate certificates of incorporation or bylaws.

The SEC now states a neutral stance, concluding that such provisions are not inconsistent with federal securities laws, placing a greater emphasis on adequate disclosure.

Impact: May lead boards to consider adopting or amending mandatory arbitration provisions, which would be a significant policy shift regarding investor-issuer dispute resolution.

ISS Proposes Policy Changes to Pay-for-Performance Evaluation

Institutional Shareholder Services (ISS) is proposing changes to its benchmark proxy voting policy for the 2026 season, notably including:

Assessing pay-for-performance alignment over a longer, five-year period (up from three years).
Considering a more flexible approach for boards demonstrating responsiveness after a low “Say-on-Pay” vote.
Impact: Directly influences how Compensation Committees design and disclose executive remuneration plans and how boards manage shareholder outreach on pay.

ESG Recalibration: Focus Shifts from Label to Oversight and Outcomes

While the term “ESG” has become politically charged and may be avoided by some companies, the underlying environmental and social issues have not faded as board priorities. The focus is recalibrating to the oversight of outcomes, tying climate and workforce initiatives directly to documented risk management and business performance to demonstrate a clear link to shareholder value.

Impact: Boards must ensure the substance of sustainability is embedded in risk and strategy, regardless of the label, and tie disclosures to financial metrics.

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About The Author

Adam Wire: Adam Wire is a Content Marketing Manager at OnBoard who joined the company in 2021. A Ball State University graduate, Adam worked in various content marketing roles at Angi, USA Football, and Adult & Child Health following a 12-year career in newspapers. His favorite part of the job is problem-solving and helping teammates achieve their goals. He lives in Indianapolis with his wife and two dogs. He’s an avid sports fan and foodie who also enjoys lawn and yard work and running.