August 24, 2023

Investors Press U.S. Boards to Separate Chair, CEO Roles

Independent Board Chair cover image

Below is an excerpt from ISS Corporate Solution’s recently released paper “Investors Press U.S. Boards to Separate Chair, CEO Roles”. The full paper is available for download from the ISS Corporate Solutions (ICS) online library. 


The first half of 2023 saw a significant increase in the number of shareholder proposals calling for an independent board chair that went to a vote. Support levels for such proposals increased slightly, contrasting with a decline in support for shareholder proposals that went to a vote overall.

Looking at independent chair proposals over the last 10 years, we found that they receive significant investor support but almost never gain a majority. Further, we found a correlation between the trends for combined chair-CEO roles and the correlation with shareholder proposals calling for independent chairs.

Key Takeaways:

  • Shareholder proposals calling for an independent board chair rose by 113% in the Russell 3,000 in the first half of 2023 to the highest level in the past 10 years.
  • Despite this spike in the number of proposals, average shareholder support levels have remained steady over the last 10 years at 29% to 35%.
  • Activist investor John Chevedden was responsible for more than half of the proposals that went to a vote.
  • One in four S&P 500 companies chaired by a non-independent director received a shareholder proposal calling for change.

Combined Chair and CEO roles are on the decline and they now are present at less than half of the companies across all U.S. indices.

Authored by:
Sandra Herrera Lopez, Ph.D., Vice President, ESG Content & Data Analytics, ISS Corporate Solutions
Veronica Nikitas, Senior Associate, Compensation & Governance Advisory, ISS Corporate Solutions

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