How S&P 1500 audit committees describe their work in the annual proxy statement, scored on 13 questions (each rated 1 to 3) for 2010, 2015 and 2020–2026 — 1,447 proxies in the latest year. Each question below gives its wording, the Rating 1, 2 and 3 criteria, the trend by index, and a 2026 example for each rating that has one.
Reading the ratings. Every scored proxy receives one of three ratings per question against a fixed written criterion. Rating 1 is the baseline (no disclosure, or a bare statement), Rating 2 is partial disclosure and Rating 3 is full disclosure on the question's own terms. The exact criteria differ by question and are quoted in each block. Ratings measure disclosure, not underlying practice.
Reading the charts. Each chart stacks the share of scored proxies at Rating 2 (gray) with Rating 3 (burnt orange); the unshaded remainder is Rating 1. The circles, and the percent labels on them, mark the combined Rating 2 or Rating 3 share. A dashed line marks 50%. Switch between the three indexes and the pooled S&P 1500. Years are drawn to a true scale.
Summary tables
2026 at a glance
Percent of scored proxies at Rating 2 or Rating 3 — the circle-marked line on each chart, not Rating 3 alone.
Q1 Audit Committee Considerations in Appointing/Retaining the Auditor
Question 1 of 13
Is there disclosure related to a discussion of audit committee considerations in appointing or (re)appointing the external auditor?
What this question asks. How specifically does the proxy describe the evaluation work the committee performed when deciding to appoint or retain the external auditor?
Rating criteria
Rating 1 Baseline
Only states the appointment fact, describes oversight responsibilities, or contains no appointment discussion.
Rating 2 Partial
Says the committee evaluated the auditor or considered factors, including named factor categories such as expertise, performance, independence, resources, reputation, tenure, or communication quality, but does not say what concrete evaluation activity the committee performed.
Rating 3 Full
Names at least one concrete evaluation activity tied to the appointment/retention decision: reviews PCAOB inspection or quality-control reports, interviews or meets with people, obtains survey or structured feedback, makes calls, compares peer data, or performs comparable named evaluation work.
Rating 2 (gray) stacked with Rating 3 (burnt orange) as a share of scored proxies; Rating 1 is the unshaded remainder. Circle labels are the combined Rating 2 or Rating 3 share. The dashed line is 50%. No observations 2011–2014 or 2016–2019.Underlying shares by index, 2010 and 2026
Index
2010 · Rating 2 or 3
2026 · Rating 2 or 3
Change
2026 · Rating 2
2026 · Rating 3
2026 proxies
S&P 500
16%
62%
+46 pts
36%
27%
483
S&P MidCap 400
14%
43%
+29 pts
30%
13%
387
S&P SmallCap 600
11%
38%
+27 pts
25%
13%
577
S&P 1500
14%
47%
+33 pts
30%
17%
1,447
Share of scored DEF 14A proxies. “Rating 2 or 3” combines the two shaded tiers in the chart. Change is the 2026 percentage minus the 2010 percentage, using the rounded figures in this table. Rating 2 and Rating 3 in the same row may not add to that combined percentage, because each figure is rounded on its own.
2026 examples 2
Two 2026 proxies: one rated 3 (full disclosure) and one rated 2 (partial disclosure). Each card shows where the passage appears in the filing, the disclosure quoted verbatim from the proxy, and the rationale for the rating. Rating 3 examples come first.
As in prior years, the Audit Committee engaged in a review of KPMG in connection with considering whether to recommend that stockholders ratify the selection of KPMG as BNY’s independent auditor for 2026. In that review, the Audit Committee considered the continued independence of KPMG; the breadth and complexity of BNY’s business and its global footprint and the resulting demands placed on its auditing firm; KPMG’s demonstrated understanding of the financial services industry in general and BNY’s business in particular; and the professionalism of KPMG’s team, including their exhibited professional skepticism, objectivity and integrity.
To assist the Audit Committee with its review, management prepares an annual assessment of KPMG that includes (1) an analysis of KPMG’s known legal risks and significant proceedings that may impair KPMG’s ability to perform BNY’s annual audit, (2) the results of a survey of management and Audit Committee members regarding KPMG’s overall performance and (3) KPMG’s fees and services compared to services provided by KPMG and other auditing firms to peer companies. In addition, KPMG provides to, and reviews with, the Audit Committee an analysis of KPMG’s independence, including the policies that KPMG follows with respect to rotating key audit personnel so that there is a new partner-in-charge at least every five years.
Rationale
BNY Mellon describes the Audit Committee's review of KPMG when deciding whether to recommend ratification, including the factors it considered. It then names the work behind that review: management's annual assessment includes an analysis of legal risks, a survey of management and Audit Committee members on KPMG's performance, a comparison of KPMG's fees and services with peer companies, and a review with the committee of KPMG's independence and partner-rotation policies. Named evaluation work tied to the retention decision is Rating 3.
page 65, Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm
Disclosure · verbatim from the proxy
In making the determination to re-appoint Ernst & Young for 2026, the Audit Committee considered, among other factors, the independence and performance of Ernst & Young, and the quality and candor of Ernst & Young’s communications with the Audit Committee and management.
Rationale
Apple says the Audit Committee weighed named factors in re-appointing Ernst & Young (independence, performance, and the quality and candor of its communications) but does not describe any concrete evaluation activity such as a survey, a review of PCAOB inspection reports, interviews or peer comparisons. Named factors without a named activity is Rating 2.
Is there disclosure of the length of time the auditor has been engaged, and discussion of how the audit committee considers auditor tenure?
What this question asks. How completely does the proxy disclose the length of the auditor relationship and explain a tenure-related benefit, risk, safeguard, or rationale?
Rating criteria
Rating 1 Baseline
No tenure disclosure, or only a bare adjective such as "long-standing auditor" without quantification or meaningful tenure substance.
Rating 2 Partial
Provides meaningful partial disclosure but lacks one of those two elements: substantive tenure discussion without the explicit start year, OR a start year or exact duration without a named tenure-related benefit, risk, safeguard, or rationale.
Rating 3 Full
Gives the explicit calendar or fiscal year when the auditor relationship began AND names a tenure-related benefit, risk, safeguard, or rationale.
This question also covers the earlier sub-question Q2_1.
Rating 2 (gray) stacked with Rating 3 (burnt orange) as a share of scored proxies; Rating 1 is the unshaded remainder. Circle labels are the combined Rating 2 or Rating 3 share. The dashed line is 50%. No observations 2011–2014 or 2016–2019.Underlying shares by index, 2010 and 2026
Index
2010 · Rating 2 or 3
2026 · Rating 2 or 3
Change
2026 · Rating 2
2026 · Rating 3
2026 proxies
S&P 500
39%
78%
+39 pts
58%
21%
483
S&P MidCap 400
45%
62%
+17 pts
56%
7%
387
S&P SmallCap 600
50%
62%
+12 pts
55%
8%
577
S&P 1500
45%
68%
+23 pts
56%
12%
1,447
Share of scored DEF 14A proxies. “Rating 2 or 3” combines the two shaded tiers in the chart. Change is the 2026 percentage minus the 2010 percentage, using the rounded figures in this table. Rating 2 and Rating 3 in the same row may not add to that combined percentage, because each figure is rounded on its own.
2026 examples 2
Two 2026 proxies: one rated 3 (full disclosure) and one rated 2 (partial disclosure). Each card shows where the passage appears in the filing, the disclosure quoted verbatim from the proxy, and the rationale for the rating. Rating 3 examples come first.
page 66, Proposal No. 3 - We Engaged KPMG After a Rigorous Review Process
Disclosure · verbatim from the proxy
Page 66 · Proposal No. 3
KPMG has served as the Company’s independent registered public accounting firm continuously since 1993.
Proposal No. 3
The Audit Committee believes that, if handled properly, there are numerous benefits of a long-term independent auditor relationship, including: Higher Audit Quality: Through 33 years of experience with the Company KPMG has gained institutional knowledge of and deep expertise regarding our operations and primary business segments, accounting policies and practices and internal controls over financial reporting; Efficient Fee Structure: KPMG’s aggregate fees are competitive with peer companies because of KPMG’s familiarity with the Company and industry expertise; and Avoidance of Disruption: Onboarding a new independent auditor requires a significant time and cost commitment that could distract from management’s and the Audit Committee’s focus on financial reporting and internal controls.
Proposal No. 3
The Company and the Audit Committee are also aware that a long-tenured auditor may be believed by some to pose an independence risk.
Rationale
Lithia meets both parts of Rating 3: it gives the year KPMG's engagement began (1993), and it discusses tenure at length, naming benefits (audit quality, fee efficiency and avoiding disruption) and acknowledging that a long-tenured auditor may be seen as an independence risk.
page 57, Proposal 3 — Ratification of Independent Registered Public Accounting Firm, Audit Committee Information
Disclosure · verbatim from the proxy
Deloitte served as Camden’s independent registered public accounting firm for fiscal year 2025, and has served as the Company’s auditor since 1993. Representatives of Deloitte are expected to be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so.
Rationale
Camden gives the year the relationship began, 1993, so the tenure is more than thirty years, the same start year as Lithia's on the Rating 3 side. The filing contains no discussion of auditor rotation, lead-partner rotation or selection, or any other tenure-related benefit, risk, safeguard, or rationale. An explicit start year without that discussion is Rating 2.
Rating 2 (gray) stacked with Rating 3 (burnt orange) as a share of scored proxies; Rating 1 is the unshaded remainder. Circle labels are the combined Rating 2 or Rating 3 share. The dashed line is 50%. No observations 2011–2014 or 2016–2019.Underlying shares by index, 2010 and 2026
Index
2010 · Rating 2 or 3
2026 · Rating 2 or 3
Change
2026 · Rating 2
2026 · Rating 3
2026 proxies
S&P 500
1%
15%
+14 pts
12%
3%
483
S&P MidCap 400
1%
6%
+5 pts
5%
1%
387
S&P SmallCap 600
1%
5%
+4 pts
5%
0%
577
S&P 1500
1%
9%
+8 pts
7%
2%
1,447
Share of scored DEF 14A proxies. “Rating 2 or 3” combines the two shaded tiers in the chart. Change is the 2026 percentage minus the 2010 percentage, using the rounded figures in this table. Rating 2 and Rating 3 in the same row may not add to that combined percentage, because each figure is rounded on its own.
2026 examples 2
Two 2026 proxies: one rated 3 (full disclosure) and one rated 2 (partial disclosure). Each card shows where the passage appears in the filing, the disclosure quoted verbatim from the proxy, and the rationale for the rating. Rating 3 examples come first.
pages 99–100, Audit Matters — Annual Evaluation Process for Selecting Our Independent Auditor, and Active Audit Committee Oversight of Independent Auditor
Disclosure · verbatim from the proxy
Page 99 · Annual Evaluation Process for Selecting Our Independent Auditor
In connection with its monitoring and oversight responsibilities, the Audit Committee prepares an assessment of KPMG that includes qualifications, activities, and performance of the Company’s independent auditor. In conducting its assessment and making its determination to appoint KPMG as the Company’s independent auditor for 2026, the Audit Committee considered the following information:
…
Reasonableness of KPMG’s fees, including KPMG’s fees as compared with fees charged to peer financial institutions by KPMG and its peer accounting firms and relative to audit quality and efficiency.
…
Page 100 · Active Audit Committee Oversight of Independent Auditor
The Audit Committee exercises sole authority to approve all audit engagement fees and terms associated with the retention of KPMG and receives reporting from management on audit fee negotiations and performance against the audit plan.
Rationale
Wells Fargo does not just list fees as a factor in the Audit Committee's assessment of KPMG. It says how the committee judged them: against the fees peer financial institutions pay KPMG and other accounting firms, and relative to audit quality and efficiency. The committee itself approves the audit engagement fees and terms, and it receives management's reports on those fee negotiations. That link between the fee level and audit quality is Rating 3.
page 79, Proposal No. 3: Ratification of Appointment of Independent Auditor
Disclosure · verbatim from the proxy
…EY has developed significant expertise and experience with our business, accounting policies and practices and our internal control over financial reporting, which we believe allows for a higher quality audit and a competitive fee structure.
Rationale
Timken mentions audit quality and fees in the same sentence, but as parallel benefits of EY's familiarity with the company (a higher quality audit and a competitive fee structure) rather than saying the fee level supports quality. Discussing the two together without an explicit link is Rating 2.
The ideal disclosure here makes it clear that the audit committee has considered whether the auditor has the resources/fees required to staff the audit appropriately and deliver a high quality audit. Acknowledging the tradeoff (e.g., long tenure helps increase quality while reducing fees) is enough for Rating 2 but not Rating 3.
Is there disclosure related to a discussion of how non-audit services may impact independence?
What this question asks. Does the proxy describe how the audit committee considers the impact of non-audit services (NAS) on auditor independence?
Rating criteria
Rating 1 Baseline
The proxy does not connect NAS to independence in the audit committee's voice. A pre-approval policy by itself, the standard AC Report PCAOB independence-letter language by itself, and the two together without a sentence that links NAS specifically to the committee's independence judgment all belong here.
Rating 2 Partial
The audit committee makes an explicit conclusory statement that connects NAS to independence — e.g., "the Audit Committee determined that non-audit services are compatible with maintaining the auditor's independence" — but does NOT describe how the committee reached that conclusion.
Rating 3 Full
The audit committee describes HOW it evaluates NAS for independence. Naming specific factors the committee considered, monitoring activities it performs, criteria or tests it applies, or services it prohibits all qualify.
Rating 2 (gray) stacked with Rating 3 (burnt orange) as a share of scored proxies; Rating 1 is the unshaded remainder. Circle labels are the combined Rating 2 or Rating 3 share. The dashed line is 50%. No observations 2011–2014 or 2016–2019.Underlying shares by index, 2010 and 2026
Index
2010 · Rating 2 or 3
2026 · Rating 2 or 3
Change
2026 · Rating 2
2026 · Rating 3
2026 proxies
S&P 500
78%
77%
−1 pt
55%
22%
483
S&P MidCap 400
74%
74%
0 pts
57%
17%
387
S&P SmallCap 600
74%
68%
−6 pts
57%
11%
577
S&P 1500
76%
72%
−4 pts
56%
16%
1,447
Share of scored DEF 14A proxies. “Rating 2 or 3” combines the two shaded tiers in the chart. Change is the 2026 percentage minus the 2010 percentage, using the rounded figures in this table. Rating 2 and Rating 3 in the same row may not add to that combined percentage, because each figure is rounded on its own.
2026 examples 2
Two 2026 proxies: one rated 3 (full disclosure) and one rated 2 (partial disclosure). Each card shows where the passage appears in the filing, the disclosure quoted verbatim from the proxy, and the rationale for the rating. Rating 3 examples come first.
page 68, Proposal 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm - Audit Committee Pre-Approval Policies
Disclosure · verbatim from the proxy
The Audit Committee has adopted policies and procedures for pre-approval of all audit and non-audit related work to be performed by ITW’s independent registered public accounting firm. As a part of those procedures, the Audit Committee performs a qualitative analysis of all audit and non-audit work to be performed by our independent registered public accounting firm. Each year, the Audit Committee receives a detailed list of the types of audit-related and non-audit related services to be performed, along with estimated fee amounts. The Audit Committee then reviews and pre-approves audit work and certain categories of tax and other non-audit services that may be performed. In conducting its analysis, the Audit Committee carefully contemplates the nature of the services to be provided and considers whether such services: (i) are prohibited under applicable rules; (ii) would result in our accountants auditing their own work; (iii) would result in our accountants performing management functions; (iv) would place our accountants in a position of acting as an advocate for the Company; or (v) would present a real risk of a conflict of interest or otherwise impair our accountants’ independence. The Audit Committee also annually pre-approves the budget for annual GAAP, statutory and benefit plan audits. Company management provides quarterly updates to the Audit Committee regarding year-to-date expenditures versus budget for audit and non-audit services. The Audit Committee also considers whether specific projects or expenditures could potentially affect the independence of ITW’s independent registered public accounting firm. Company management and the independent registered public accounting firm will monitor the fees for pre-approved services on an on-going basis to ensure that the pre-approved fees are not exceeded and will seek pre-approval from the Audit Committee if fees are expected to be incurred in excess of the pre-approved amounts.
Rationale
ITW describes how the Audit Committee screens non-audit services for independence. It analyzes every planned service against named tests, including whether the auditor would be auditing its own work, performing management functions, or acting as an advocate for the company, and it tracks spending through quarterly budget updates and ongoing fee monitoring. Naming specific independence tests and monitoring activities, not just a conclusion, is Rating 3.
The Audit Committee has considered whether the provision of non-audit services is compatible with maintaining the independence of Deloitte and has concluded that it is.
Rationale
Starbucks states the Audit Committee's conclusion that non-audit services are compatible with Deloitte's independence, but not how the committee reached it: no factors, monitoring, tests or prohibited services. A conclusion without the how is Rating 2.
Q5 Audit Committee Involvement in Fee Determination
Question 5 of 13
Is there a statement that the audit committee is responsible for fee negotiations?
What this question asks. Does the proxy disclose that the audit committee is substantively involved in determining audit fees — beyond merely approving a fee negotiated by others?
Rating criteria
Rating 1 Baseline
No disclosure of the committee's role in audit fees.
Rating 2 Partial
States the committee approves or pre-approves audit fees without indicating involvement in setting fee levels, OR merely recites statutory/charter authority to determine auditor remuneration.
Rating 3 Full
Discloses substantive committee involvement in fee determination: negotiates fees, discusses fee levels with the auditor, evaluates fee appropriateness against benchmarks, or otherwise indicates active participation in setting fee levels. The word "negotiate" qualifies but is not required.
Rating 2 (gray) stacked with Rating 3 (burnt orange) as a share of scored proxies; Rating 1 is the unshaded remainder. Circle labels are the combined Rating 2 or Rating 3 share. The dashed line is 50%. No observations 2011–2014 or 2016–2019.Underlying shares by index, 2010 and 2026
Index
2010 · Rating 2 or 3
2026 · Rating 2 or 3
Change
2026 · Rating 2
2026 · Rating 3
2026 proxies
S&P 500
99%
100%
+1 pt
81%
19%
483
S&P MidCap 400
99%
99%
0 pts
92%
8%
387
S&P SmallCap 600
98%
100%
+2 pts
92%
8%
577
S&P 1500
99%
100%
+1 pt
88%
12%
1,447
Share of scored DEF 14A proxies. “Rating 2 or 3” combines the two shaded tiers in the chart. Change is the 2026 percentage minus the 2010 percentage, using the rounded figures in this table. Rating 2 and Rating 3 in the same row may not add to that combined percentage, because each figure is rounded on its own.
2026 examples 2
Two 2026 proxies: one rated 3 (full disclosure) and one rated 2 (partial disclosure). Each card shows where the passage appears in the filing, the disclosure quoted verbatim from the proxy, and the rationale for the rating. Rating 3 examples come first.
page 74, Audit Matters — Policy on Pre-Approval of Audit Services and Non-Audit Services
Disclosure · verbatim from the proxy
Page 74 · Policy on Pre-Approval of Audit Services and Non-Audit Services
For audit services, our independent auditor provides an engagement letter to our Audit Committee prior to commencing its second quarter review work, which outlines the scope of the proposed audit and audit-related fees. Our Audit Committee reviews the letter and negotiates with and formally engages the auditor.
Rationale
United Therapeutics says the Audit Committee reviews the auditor's engagement letter, which sets out the proposed audit scope and fees, and then negotiates with and engages the auditor. Committee negotiation of fees, rather than approval of a figure set by others, is Rating 3.
page 53, Proposal 2: Ratification of the Appointment of Deloitte & Touche LLP (Audit Committee Pre-Approval Policy)
Disclosure · verbatim from the proxy
The Audit Committee has adopted a Pre-Approval Policy for Audit, Audit-Related, and Non-Audit Services. The Audit Committee has delegated to the Audit Committee Chairperson the authority to pre-approve services not prohibited by law up to various maximums depending on the type of service provided, provided that the Audit Committee Chairperson shall report any decisions to pre-approve services to the full Audit Committee at its next meeting.
Rationale
Franklin Electric describes a pre-approval policy, including delegation to the committee chair with a requirement to report back, but says nothing about setting, negotiating or benchmarking fee levels. Approval authority alone is Rating 2.
Is there an explanation provided for a change in fees paid to the external auditor?
What this question asks. Did total audit fees change materially from the prior year, and if so, does the proxy explain why?
Rating criteria
Rating 1 Baseline
Total audit fees did NOT change more than 10% from the prior year. No explanation is expected.
Rating 2 Partial
Total audit fees changed more than 10% from the prior year BUT the proxy does NOT provide an explicit causal explanation for the change. Fee descriptions, category definitions, and lists of services covered do NOT count as explanations.
Rating 3 Full
Total audit fees changed more than 10% from the prior year AND the proxy provides an explicit reason with causal language: "fees increased due to the acquisition of XYZ," "audit fees were higher reflecting increased complexity from the merger," "fees decreased following the divestiture of the XYZ segment."
Rating 2 (gray) stacked with Rating 3 (burnt orange) as a share of scored proxies; Rating 1 is the unshaded remainder. Circle labels are the combined Rating 2 or Rating 3 share. The dashed line is 50%. No observations 2011–2014 or 2016–2019.Underlying shares by index, 2010 and 2026
Index
2010 · Rating 2 or 3
2026 · Rating 2 or 3
Change
2026 · Rating 2
2026 · Rating 3
2026 proxies
S&P 500
39%
37%
−2 pts
32%
6%
483
S&P MidCap 400
44%
38%
−6 pts
34%
3%
387
S&P SmallCap 600
46%
39%
−7 pts
36%
4%
577
S&P 1500
43%
38%
−5 pts
34%
4%
1,447
Share of scored DEF 14A proxies. “Rating 2 or 3” combines the two shaded tiers in the chart. Change is the 2026 percentage minus the 2010 percentage, using the rounded figures in this table. Rating 2 and Rating 3 in the same row may not add to that combined percentage, because each figure is rounded on its own.
2026 examples 2
Two 2026 proxies: one rated 3 (full disclosure) and one rated 2 (partial disclosure). Each card shows where the passage appears in the filing, the disclosure quoted verbatim from the proxy, and the rationale for the rating. Rating 3 examples come first.
Page 28, Proposal 2 — Ratification of Appointment of Independent Registered Public Accountants
Disclosure · verbatim from the proxy
We were billed for professional services provided with respect to fiscal years 2025 and 2024 by PwC in the amounts set forth in the following table:
Services Provided
2025
2024
Audit Fees(a)
$5,895,000
$3,800,000
Audit-Related Fees(b)
2,120
2,120
Tax Fees(c)
—
—
All Other Fees(d)
35,000
35,000
Total
$5,932,120
$3,837,120
(a) Represents the aggregate fees billed for professional services rendered by PwC for the audit of our annual financial statements, review of financial statements included in our quarterly reports on Form 10-Q, services related to the audit of internal control over financial reporting and other services normally provided by our independent auditor in connection with statutory and regulatory filings or engagements. The increase in audit fees for 2025 as compared to 2024 is primarily driven by audits of the carve-out financial statements of the Company's small cells and fiber solutions businesses in connection with the Company's pending sale of its small cells and fiber solutions businesses.
(b) Represents the aggregate fees billed for assurance and related services by PwC that are reasonably related to the performance of the audit or review of our financial statements and not reported as "Audit Fees."
(c) Represents the aggregate fees billed for professional services rendered by PwC for tax compliance, tax advice and tax planning.
(d) Represents the aggregate fees billed for products and services provided by PwC other than those reported as audit, audit-related or tax fees in the table above, including fees related to limited assurance services pertaining to sustainability metrics with respect to our senior unsecured credit facility.
Rationale
Audit fees rose from $3,800,000 in 2024 to $5,895,000 in 2025. Footnote (a) gives the usual description of what audit fees cover and then states that the increase was primarily driven by audits of the carve-out financial statements of the small cells and fiber solutions businesses, in connection with the pending sale of those businesses. A material change with a stated cause is Rating 3.
Page 31, Proposal 2 – Ratification of the Selection of the Independent Registered Public Accounting Firm — Audit Fees
Disclosure · verbatim from the proxy
Page 31 · Audit Fees
Fees for professional services provided by EY in each of the last two fiscal years, in each of the following categories, are as follows:
Year ended December 31,
2025
2024
Audit Fees(1)
$6,214,910
$4,325,368
Audit-Related Fees(2)
5,300
—
Tax Fees:
Tax Compliance(3)
20,168
—
Tax Planning and Tax Advice(4)
—
—
All Other Fees
—
—
Totals
$6,240,378
$4,325,368
(1) Audit fees include fees associated with the audit of our annual consolidated financial statements and internal control over financial reporting, the review of our interim consolidated financial statements included in our Quarterly Reports on Form 10-Q, and services that generally only the independent registered public accounting firm can provide such as accounting consultations billed as audit services, comfort letters, consents, and assistance with review of documents to be filed with or furnished to the SEC.
(2) Audit-related fees primarily include fees for the separate audits of certain of our consolidated subsidiaries, the issuance of attestation reports, and consultations concerning financial accounting and reporting standards not billed as audit services.
(3) Tax compliance involves the preparation of original and amended tax returns, claims for refund, tax payment-planning services, and assistance with tax audits and appeals.
(4) Tax planning and tax advice encompass a diverse range of services, including advice related to acquisitions, and requests for rulings or technical advice from taxing authorities.
None of the foregoing fees were paid for services, the sole business purpose of which was tax avoidance, or the tax treatment of which would not be supported by the Internal Revenue Code of 1986, as amended (the “Code”) and related regulations.
Rationale
Audit fees rose from $4,325,368 in 2024 to $6,214,910 in 2025, an increase of about 44%. The fee table and its footnotes describe what each category of fees covers, but nothing in the disclosure says why audit fees increased. A material change without a causal explanation is Rating 2.
Is it stated that the evaluation of the external auditor is at least an annual event?
What this question asks. Does the proxy state that the external auditor is evaluated at least annually, and does it identify meaningful criteria, activities, or context for that evaluation?
Rating criteria
Rating 1 Baseline
Does not explicitly state annual or at-least-annual evaluation. "Regularly" and "periodically" remain Rating 1.
Rating 2 Partial
Explicitly states annual or at-least-annual evaluation but gives no named criterion, activity, or substantive context.
Rating 3 Full
Explicitly states annual or at-least-annual evaluation AND names at least one evaluation criterion, concrete activity, or substantive contextual detail.
Rating 2 (gray) stacked with Rating 3 (burnt orange) as a share of scored proxies; Rating 1 is the unshaded remainder. Circle labels are the combined Rating 2 or Rating 3 share. The dashed line is 50%. No observations 2011–2014 or 2016–2019.Underlying shares by index, 2010 and 2026
Index
2010 · Rating 2 or 3
2026 · Rating 2 or 3
Change
2026 · Rating 2
2026 · Rating 3
2026 proxies
S&P 500
6%
44%
+38 pts
1%
43%
483
S&P MidCap 400
6%
25%
+19 pts
0%
25%
387
S&P SmallCap 600
6%
25%
+19 pts
1%
24%
577
S&P 1500
6%
31%
+25 pts
1%
30%
1,447
Share of scored DEF 14A proxies. “Rating 2 or 3” combines the two shaded tiers in the chart. Change is the 2026 percentage minus the 2010 percentage, using the rounded figures in this table. Rating 2 and Rating 3 in the same row may not add to that combined percentage, because each figure is rounded on its own.
2026 examples 2
Two 2026 proxies: one rated 3 (full disclosure) and one rated 2 (partial disclosure). Each card shows where the passage appears in the filing, the disclosure quoted verbatim from the proxy, and the rationale for the rating. Rating 3 examples come first.
page 65, Proposal Two – Ratification of the Appointment of Ernst & Young LLP
Disclosure · verbatim from the proxy
The Audit Committee reviews the performance of the independent registered public accounting firm annually. In making the determination to re-appoint Ernst & Young LLP for FY 2026, the Audit Committee considered, among other factors, the independence and performance of Ernst & Young LLP, and the quality and candor of Ernst & Young LLP’s communications with the Audit Committee and management.
Rationale
TransDigm states that the Audit Committee reviews the auditor's performance annually and names the criteria used in re-appointing Ernst & Young: independence, performance, and the quality and candor of its communications. An annual review plus named criteria is Rating 3. Compare Jabil (Rating 2), which uses the same opening sentence without the criteria.
page 24, Proposal No. 2: Ratification of Appointment of Independent Registered Public Accounting Firm
Disclosure · verbatim from the proxy
The Audit Committee reviews the performance of the independent registered public accounting firm annually.
Rationale
Jabil states that the Audit Committee reviews the auditor's performance annually but names no criteria, activities or context for that review. A bare statement of annual evaluation is Rating 2. Compare TransDigm (Rating 3), which adds named criteria to the same sentence.
Q8 Committee Involvement in Engagement Partner Selection
Question 8 of 13
Is it explicitly stated that the audit committee is involved in selection of the audit engagement partner, and how?
What this question asks. How specifically does the proxy describe the audit committee's role in selecting the lead or engagement partner?
Rating criteria
Rating 1 Baseline
No committee role in partner selection: only mandatory rotation with no committee role, a generic firm/audit-team evaluation that does not name the partner, or no partner-selection disclosure.
Rating 2 Partial
Claims a committee role, involvement, participation, or approval responsibility but names no concrete selection action; also includes review of the lead partner only as an input to retaining or evaluating the audit firm.
Rating 3 Full
Names a concrete committee action in a partner decision: interviews or meets candidates, reviews or evaluates candidates for the role, selects, appoints, actually approves an appointment, or votes.
This question also covers the earlier sub-question Q8_1.
Rating 2 (gray) stacked with Rating 3 (burnt orange) as a share of scored proxies; Rating 1 is the unshaded remainder. Circle labels are the combined Rating 2 or Rating 3 share. The dashed line is 50%. No observations 2011–2014 or 2016–2019.Underlying shares by index, 2010 and 2026
Index
2010 · Rating 2 or 3
2026 · Rating 2 or 3
Change
2026 · Rating 2
2026 · Rating 3
2026 proxies
S&P 500
3%
58%
+55 pts
42%
15%
483
S&P MidCap 400
2%
29%
+27 pts
23%
6%
387
S&P SmallCap 600
1%
23%
+22 pts
19%
4%
577
S&P 1500
2%
36%
+34 pts
28%
8%
1,447
Share of scored DEF 14A proxies. “Rating 2 or 3” combines the two shaded tiers in the chart. Change is the 2026 percentage minus the 2010 percentage, using the rounded figures in this table. Rating 2 and Rating 3 in the same row may not add to that combined percentage, because each figure is rounded on its own.
2026 examples 2
Two 2026 proxies: one rated 3 (full disclosure) and one rated 2 (partial disclosure). Each card shows where the passage appears in the filing, the disclosure quoted verbatim from the proxy, and the rationale for the rating. Rating 3 examples come first.
The Audit Committee also oversees the process for the selection of the lead audit engagement partner every five years. At the Audit Committee’s instruction, PwC selects candidates to be considered for this role, who are then interviewed by Broadcom’s senior management and the Audit Committee. The Audit Committee then considers and votes on the selection.
Rationale
Broadcom describes the lead-partner decision in steps. At the Audit Committee's instruction, PwC selects candidates. Senior management and the Audit Committee interview them. The committee then considers and votes on the selection. Interviews and a committee vote are concrete selection actions, which is Rating 3.
In addition, in conjunction with the mandated rotation of Deloitte’s lead audit partner, the audit committee and the audit committee chairperson are directly involved in the selection of Deloitte’s lead audit partner
Rationale
Blackstone Mortgage Trust says the audit committee and its chairperson are “directly involved” in selecting Deloitte's lead audit partner, but does not say what they do: no interviews, candidate reviews or vote. Claiming a role without a concrete action is Rating 2.
Is it disclosed that the board of directors has a cybersecurity expert?
What this question asks. Does the proxy explicitly identify a director with cybersecurity expertise through a skills matrix or as a primary career focus?
Rating criteria
Rating 1 Baseline
Neither applies. General technology experience, supplemental certifications, or passing mentions of cybersecurity as one element of a broader IT role do not qualify.
Rating 2 Partial
A closely adjacent security term appears — "Information Security," "Data Security," "IT Security," "Network Security," or "Data Privacy" — in the skills matrix category name or as the primary description of a director's expertise, without the word "Cybersecurity."
Rating 3 Full
The word "Cybersecurity," "Cyber Security," or the truncated form "Cyber" (as in "Cyber / IT," "Cyber Risk") appears in the skills matrix category name (e.g., "Cybersecurity," "Cybersecurity and Data Privacy," "Cybersecurity/IT," "Technology, Cybersecurity and Innovation," "Cyber / IT"). OR a director whose primary career or board expertise is described using the word "cybersecurity."
Rating 2 (gray) stacked with Rating 3 (burnt orange) as a share of scored proxies; Rating 1 is the unshaded remainder. Circle labels are the combined Rating 2 or Rating 3 share. The dashed line is 50%. No observations 2011–2014 or 2016–2019.Underlying shares by index, 2010 and 2026
Index
2010 · Rating 2 or 3
2026 · Rating 2 or 3
Change
2026 · Rating 2
2026 · Rating 3
2026 proxies
S&P 500
1%
63%
+62 pts
4%
59%
483
S&P MidCap 400
1%
50%
+49 pts
4%
46%
387
S&P SmallCap 600
1%
44%
+43 pts
3%
42%
577
S&P 1500
1%
52%
+51 pts
4%
49%
1,447
Share of scored DEF 14A proxies. “Rating 2 or 3” combines the two shaded tiers in the chart. Change is the 2026 percentage minus the 2010 percentage, using the rounded figures in this table. Rating 2 and Rating 3 in the same row may not add to that combined percentage, because each figure is rounded on its own.
2026 examples 2
Two 2026 proxies: one rated 3 (full disclosure) and one rated 2 (partial disclosure). Each card shows where the passage appears in the filing, the disclosure quoted verbatim from the proxy, and the rationale for the rating. Rating 3 examples come first.
page 17, Proposal 1 – Summary of Board Skills; page 3, Proxy Summary – Director Skills and Experience
Disclosure · verbatim from the proxy
Page 17 · Summary of Board Skills
Summary of Board Skills
Anand
Callen
Egbuonu-Davis
Hill
Jacobs
Pickett
Plavin
Whitman
Total
Percentage (1)
Skills / Experience
Leadership
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
8
100%
Accounting
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
6
75%
Real Estate
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
6
75%
Health Care
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
6
75%
Sitting Executive
●Yes
●Yes
2
25%
Investment
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
7
88%
Cybersecurity
●Yes
●Yes
●Yes
●Yes
4
50%
Corporate Sustainability
●Yes
●Yes
●Yes
●Yes
●Yes
5
63%
Legal/Regulatory
●Yes
●Yes
●Yes
●Yes
●Yes
5
63%
Human Capital Management
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
7
88%
Attributes
Racial Diversity:
African American
●Yes
1
13%
Asian/Pacific Islander
●Yes
1
13%
White/Caucasian
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
6
75%
Hispanic/Latino
Native American
Other
Gender Diversity:
Male
●Yes
●Yes
●Yes
●Yes
●Yes
5
63%
Female
●Yes
●Yes
●Yes
3
38%
Other
Independence:
Independent Director
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
7
88%
Non-Independent Director
●Yes
1
13%
Military Status:
Veteran
●Yes
1
13%
Non-Veteran
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
7
88%
(1) Percentages have been rounded to the closest whole number. Our directors have a wide range of additional skills and experience not mentioned above, which they bring to their roles as directors to Omega’s benefit, including experience in the financial services industry, corporate governance and nonprofit leadership areas. The term “Sitting Executive” above refers to a director’s current position in an executive role for a publicly-traded company or its subsidiary. Racial and gender diversity attributes are based on self-identified attributes of our directors. Expertise in cybersecurity, corporate sustainability, legal/regulatory and human capital management reflect a director’s belief that they have overseen or otherwise developed expertise in such areas. Our directors’ skills and experience are further described in their biographies above.
Omega's board skills table (page 17) has a row labeled “Cybersecurity”, marked for four of eight nominees (Anand, Hill, Jacobs, and Whitman), and the skills chart in the proxy summary (page 3) includes a “CYBER” category. The word cybersecurity in a skills-matrix category is Rating 3.
page 11, PROPOSAL ONE: ELECTION OF DIRECTORS - Board Skills and Demographic Matrix
Disclosure · verbatim from the proxy
Page 11 · Board Skills and Demographic Matrix
David A. Brandon
Andrew B. Balson
Corie S. Barry
Diane L. Cafritz
Richard L. Federico
Stephen H. Kramer
Patricia E. Lopez
Russell J. Weiner
Attributes, Qualifications, Experiences and Skills
Chief Executive Officer Experience
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
Public Company Board and Corporate Governance Experience
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
Corporate Strategy Experience
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
Financial / Investment Management Experience
●Yes
●Yes
●Yes
●Yes
●Yes
Human Capital Management / Talent Development Experience
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
Information Technology / IT Security Experience
●Yes
●Yes
●Yes
International / Global Operations Experience
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
Marketing / Brand Management / Digital Experience
●Yes
●Yes
●Yes
●Yes
Operations / Supply Chain Experience
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
Restaurant / Food and Beverage Experience
●Yes
●Yes
●Yes
●Yes
Retail / Franchise Experience
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
Sustainability / ESG Experience
●Yes
●Yes
●Yes
Demographics
Self-Identified Race/Ethnicity
Hispanic, Latinx or Spanish Origin
●Yes
White
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
Self-Identified Gender
Female
●Yes
●Yes
●Yes
Male
●Yes
●Yes
●Yes
●Yes
●Yes
The filing prints last names in the matrix header. This card writes each director’s full name from the biographies in the same proxy. The marks match the matrix.
Rationale
Domino's skills matrix uses the category “Information Technology / IT Security Experience”, marked for three nominees (Balson, Barry, and Weiner). “IT Security” is one of the adjacent terms listed for Rating 2. The matrix never uses the word cybersecurity, and no director biography describes cybersecurity as a primary focus.
Q10 Audit Committee Responsible for Cybersecurity Oversight
Question 10 of 13
Is it disclosed that the audit committee is responsible for cybersecurity risk oversight?
What this question asks. Does the proxy assign cybersecurity oversight to the audit committee?
Rating criteria
Rating 1 Baseline
General risk oversight with no tech/cyber dimension; cyber assigned to a different committee.
Rating 2 Partial
Audit committee's risk oversight includes language that could encompass cyber ("technology risk," "information systems risk") but does not specifically name cybersecurity.
Rating 3 Full
Cybersecurity, information security, or data privacy oversight explicitly assigned to the audit committee by name.
Rating 2 (gray) stacked with Rating 3 (burnt orange) as a share of scored proxies; Rating 1 is the unshaded remainder. Circle labels are the combined Rating 2 or Rating 3 share. The dashed line is 50%. No observations 2011–2014 or 2016–2019.Underlying shares by index, 2010 and 2026
Index
2010 · Rating 2 or 3
2026 · Rating 2 or 3
Change
2026 · Rating 2
2026 · Rating 3
2026 proxies
S&P 500
5%
77%
+72 pts
7%
69%
483
S&P MidCap 400
6%
73%
+67 pts
5%
68%
387
S&P SmallCap 600
4%
69%
+65 pts
5%
64%
577
S&P 1500
5%
73%
+68 pts
6%
67%
1,447
Share of scored DEF 14A proxies. “Rating 2 or 3” combines the two shaded tiers in the chart. Change is the 2026 percentage minus the 2010 percentage, using the rounded figures in this table. Rating 2 and Rating 3 in the same row may not add to that combined percentage, because each figure is rounded on its own.
2026 examples 2
Two 2026 proxies: one rated 3 (full disclosure) and one rated 2 (partial disclosure). Each card shows where the passage appears in the filing, the disclosure quoted verbatim from the proxy, and the rationale for the rating. Rating 3 examples come first.
page 6, Proxy Statement Summary — Cybersecurity; page 32, Governance — Committees of the Board — Audit Committee
Disclosure · verbatim from the proxy
Page 6 · Proxy Statement Summary · Cybersecurity
The Audit Committee is responsible for oversight of our programs, policies, procedures, and risk management activities related to information security, cybersecurity and data protection. It meets regularly with management to discuss threats, risks, and ongoing efforts to enhance cyber resiliency, as well as changes to the broader cybersecurity landscape.
oversees the company’s programs, policies, procedures, and risk management activities related to information security, cybersecurity and data protection
Rationale
Eli Lilly assigns oversight of information security, cybersecurity and data protection to the Audit Committee by name, in the proxy summary (page 6) and again in the committee's list of responsibilities (page 32). Explicit assignment to the audit committee is Rating 3.
pages 16–17, Board of Directors and Corporate Governance - Risk Management Oversight and Cybersecurity Risk Management
Disclosure · verbatim from the proxy
Page 16 · Risk Management Oversight
Our Audit Committee oversees and reviews with management our policies with respect to risk assessment and risk management and our significant operational, financial, information technology and regulatory exposures, among others, and the actions management has taken to limit, monitor or control such exposures.
Pages 16–17 · Cybersecurity Risk Management
The Board is responsible for oversight over the Company’s cybersecurity risk management.
Rationale
Kinsale's Audit Committee oversees “information technology” exposures among other risks, language that could cover cyber but does not name it, while the proxy's cybersecurity section assigns that oversight to the full Board. That combination is Rating 2.
Is it disclosed that the board of directors has a skills matrix?
What this question asks. Does the proxy include a structured skills disclosure?
Rating criteria
Rating 1 Baseline
Only narrative descriptions of individual director qualifications. No structured skills disclosure.
Rating 2 Partial
A partial or informal skills presentation: collective board competency summary, structured qualifications that are not a traditional director-level matrix.
Rating 3 Full
A skills matrix, skills table, or equivalent structured disclosure mapping directors to competency areas is present or referenced.
Rating 2 (gray) stacked with Rating 3 (burnt orange) as a share of scored proxies; Rating 1 is the unshaded remainder. Circle labels are the combined Rating 2 or Rating 3 share. The dashed line is 50%. No observations 2011–2014 or 2016–2019.Underlying shares by index, 2010 and 2026
Index
2010 · Rating 2 or 3
2026 · Rating 2 or 3
Change
2026 · Rating 2
2026 · Rating 3
2026 proxies
S&P 500
9%
93%
+84 pts
10%
83%
483
S&P MidCap 400
4%
84%
+80 pts
17%
67%
387
S&P SmallCap 600
3%
72%
+69 pts
12%
60%
577
S&P 1500
5%
82%
+77 pts
12%
70%
1,447
Share of scored DEF 14A proxies. “Rating 2 or 3” combines the two shaded tiers in the chart. Change is the 2026 percentage minus the 2010 percentage, using the rounded figures in this table. Rating 2 and Rating 3 in the same row may not add to that combined percentage, because each figure is rounded on its own.
2026 examples 2
Two 2026 proxies: one rated 3 (full disclosure) and one rated 2 (partial disclosure). Each card shows where the passage appears in the filing, the disclosure quoted verbatim from the proxy, and the rationale for the rating. Rating 3 examples come first.
page 4, Proposal 1 - Board of Directors Skills Matrix
Disclosure · verbatim from the proxy
Page 4 · BOARD OF DIRECTORS SKILLS MATRIX
BOARD OF DIRECTORS SKILLS MATRIX
Brian Chambers*
Michelle Collins
Eduardo Cordeiro
Adrienne Elsner*
Alfred Festa*
Edward Lonergan*
Paul Martin
Suzanne Nimocks
John Williams*
Public Company Management
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
Strategy / Corporate Development
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
Business Transformation Leadership
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
Financial
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
Technology / Cybersecurity
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
Research & Development / Product Innovation
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
Global Business
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
Manufacturing / Operations
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
Marketing / Sales
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
Sustainability Management
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
Public Policy / Regulatory
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
Human Capital Management
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
* Current or previous experience as a Chief Executive Officer.
Rationale
Under the heading “BOARD OF DIRECTORS SKILLS MATRIX” (page 4), Owens Corning presents a grid mapping each of its nine nominees to twelve competency areas. A director-by-skill grid is Rating 3.
page 24, Corporate Governance and Board Matters - Director Nominees - Experience and Qualifications of All Nominees
Disclosure · verbatim from the proxy
Page 24 · text above chart
The graph below shows the number of directors who have certain of the skills, qualifications and experience in key areas that are important for the Board’s oversight of the Company’s business.
Page 24 · DIRECTOR SKILLS MATRIX
DIRECTOR SKILLS MATRIX(Number of directors with relevant skills)
Skill
Number of directors
Industry Experience (Industrial gases and/or basic materials)
22 directors
Linde End-Markets Experience
66 directors
Linde Foreign Markets Experience
88 directors
Operations Experience
88 directors
International Business Experience
88 directors
Technology Experience
66 directors
Financial Expertise
33 directors
Risk Management Experience
99 directors
Public Company Board Experience
99 directors
Director biographies · subheading
Qualification Highlights
Rationale
Linde's chart is titled “DIRECTOR SKILLS MATRIX” but it shows only how many directors have each of nine skills, not which director has which. Biographies list “Qualification Highlights”, but there is no director-by-skill grid. A collective summary of board skills is Rating 2.
Is it disclosed that the board of directors has an AI expert?
What this question asks. Does the proxy explicitly identify a director with AI expertise through a skills matrix or as a primary career focus?
Rating criteria
Rating 1 Baseline
Neither applies. General technology experience, passing mentions of AI as one element of a broader role, supplemental certifications, and board education sessions about AI do not qualify.
Rating 2 Partial
An adjacent term — "Machine Learning," "Data Science," "Data Analytics," "Automation," "Deep Learning" — appears in the skills matrix category name or as the primary description of a director's expertise, without any AI term from the R3 list.
Rating 3 Full
An AI term appears in the skills matrix category name: "Artificial Intelligence," "AI," "Generative AI," "GenAI," "LLM," or "Large Language Model." OR a director whose primary career or board expertise is described using one of these AI terms — meaning AI is the central focus, not one item in a list of technology areas.
Rating 2 (gray) stacked with Rating 3 (burnt orange) as a share of scored proxies; Rating 1 is the unshaded remainder. Circle labels are the combined Rating 2 or Rating 3 share. The dashed line is 50%. No observations 2011–2014 or 2016–2019.Underlying shares by index, 2010 and 2026
Index
2010 · Rating 2 or 3
2026 · Rating 2 or 3
Change
2026 · Rating 2
2026 · Rating 3
2026 proxies
S&P 500
0%
19%
+19 pts
1%
18%
483
S&P MidCap 400
0%
14%
+14 pts
2%
12%
387
S&P SmallCap 600
0%
13%
+13 pts
1%
12%
577
S&P 1500
0%
15%
+15 pts
1%
14%
1,447
Share of scored DEF 14A proxies. “Rating 2 or 3” combines the two shaded tiers in the chart. Change is the 2026 percentage minus the 2010 percentage, using the rounded figures in this table. Rating 2 and Rating 3 in the same row may not add to that combined percentage, because each figure is rounded on its own.
2026 examples 2
Two 2026 proxies: one rated 3 (full disclosure) and one rated 2 (partial disclosure). Each card shows where the passage appears in the filing, the disclosure quoted verbatim from the proxy, and the rationale for the rating. Rating 3 examples come first.
page 26, Proposal 1: Election of Directors - Director Nominee Biographies - Alexandr Wang
Disclosure · verbatim from the proxy
Page 26 · Alexandr Wang · professional highlights
Chief AI Officer, Meta Platforms, Inc. (since June 2025)
Founder and board member, Scale AI, a leading test and evaluation partner for artificial intelligence companies (since 2016)
Chief Executive Officer, Scale AI (2016 through June 2025)
Page 26 · board membership qualifications
Mr. Wang has extensive technology experience and expertise, including in artificial intelligence and machine learning.
Rationale
Director Alexandr Wang's biography centers on AI: Chief AI Officer at Meta Platforms and founder and former Chief Executive Officer of Scale AI. A director whose primary career is described in AI terms is Rating 3.
Board Skills MatrixHighlighted row: Branding/marketing/data analytics/consumer products. This row is highlighted because it is the category discussed for this example.
Public company board membership (with other companies)
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
Media/communications/investor relations
●Yes
●Yes
●Yes
●Yes
●Yes
●Yes
Rationale
Allegiant's skills matrix (page 11) includes the category “Branding/marketing/data analytics/consumer products”, marked for directors Brewer, Bricker and Harrison. The phrase “data analytics” is one of the adjacent terms listed for Rating 2, and no AI term appears in the matrix.
Q13 Audit Committee Responsible for AI Governance Oversight
Question 13 of 13
Is it disclosed that the audit committee is responsible for AI governance oversight?
What this question asks. Does the proxy assign AI governance oversight to the audit committee?
Rating criteria
Rating 1 Baseline
General risk oversight with no technology/AI dimension; AI oversight assigned to a different committee or to the full board; or no AI governance disclosure at all.
Rating 2 Partial
Audit committee's risk or technology oversight includes language that could encompass AI ("technology risk," "emerging technology risk," "innovation risk") but does not specifically name AI or artificial intelligence.
Rating 3 Full
AI governance, AI risk, or AI oversight explicitly assigned to the audit committee by name. The proxy must use an AI term ("AI," "artificial intelligence," "generative AI," "LLM," "large language model") in describing the audit committee's responsibilities.
Rating 2 (gray) stacked with Rating 3 (burnt orange) as a share of scored proxies; Rating 1 is the unshaded remainder. Circle labels are the combined Rating 2 or Rating 3 share. The dashed line is 50%. No observations 2011–2014 or 2016–2019.Underlying shares by index, 2010 and 2026
Index
2010 · Rating 2 or 3
2026 · Rating 2 or 3
Change
2026 · Rating 2
2026 · Rating 3
2026 proxies
S&P 500
1%
27%
+26 pts
3%
24%
483
S&P MidCap 400
1%
15%
+14 pts
2%
14%
387
S&P SmallCap 600
0%
15%
+15 pts
1%
14%
577
S&P 1500
0%
19%
+19 pts
2%
17%
1,447
Share of scored DEF 14A proxies. “Rating 2 or 3” combines the two shaded tiers in the chart. Change is the 2026 percentage minus the 2010 percentage, using the rounded figures in this table. Rating 2 and Rating 3 in the same row may not add to that combined percentage, because each figure is rounded on its own.
2026 examples 2
Two 2026 proxies: one rated 3 (full disclosure) and one rated 2 (partial disclosure). Each card shows where the passage appears in the filing, the disclosure quoted verbatim from the proxy, and the rationale for the rating. Rating 3 examples come first.
Page 15 · risks delegated to the Audit Committee (list item)
Cybersecurity, privacy and artificial intelligence (“AI”) governance
Page 16 · Cybersecurity & Artificial Intelligence
The Audit Committee is responsible for overseeing Otis’ cybersecurity program and artificial intelligence (“AI”) governance model as part of its broader risk management and compliance oversight responsibilities
Page 16 · Cybersecurity & Artificial Intelligence
The Audit Committee has responsibility for overseeing AI governance while the full Board monitors AI strategy.
Rationale
Otis assigns AI governance to the Audit Committee by name, both in the list of risks delegated to the committee (page 15) and in its Cybersecurity & Artificial Intelligence section (page 16), which also notes that the full Board monitors AI strategy. Explicit assignment of AI oversight to the audit committee is Rating 3.
The Board has delegated to the Audit Committee the responsibility of exercising oversight with respect to our cybersecurity risk management and risk controls. Our Chief Information Officer provides periodic reports to the Audit Committee regarding our cybersecurity program, including our information risk management and oversight, security education and training, cyber threat detection and response processes, relevant internal and industry cybersecurity attacks, and updates on emerging technologies, including artificial intelligence.
Rationale
Envista's Audit Committee oversees cybersecurity, and the Chief Information Officer's reports to it include updates on emerging technologies, including artificial intelligence. AI appears only as reporting content under the cybersecurity mandate, with no AI oversight assigned to the committee, which is Rating 2.
The Barometer measures how transparently audit committees of S&P 1500 companies describe their oversight of the external auditor and of emerging board-level risks, using the annual proxy statement (SEC Form DEF 14A) as the sole source.
Population
For a report year Y, the population is the DEF 14A proxy statements filed from July 1 of Y−1 through June 30 of Y by companies in the S&P 1500 at the end of that window. Index membership is fixed as of the June 30 snapshot for each report year using public SEC records. Only registrant-issued annual-meeting proxies are scored; dissident, supplemental and special-meeting-only filings are excluded.
Report year
S&P 500
S&P MidCap 400
S&P SmallCap 600
S&P 1500
2010
487
392
581
1,460
2015
484
374
573
1,431
2020
476
382
579
1,437
2021
474
386
585
1,445
2022
485
381
579
1,445
2023
491
388
588
1,467
2024
482
386
581
1,449
2025
485
395
578
1,458
2026
483
387
577
1,447
Scored proxies by report year and index. These counts are the companies scored on a typical question. Q9, Q11, and Q12 have smaller totals in some years: a board skills matrix image could not be read, so that question was left unrated for those companies. An unrated company is left out of the count. It is not treated as Rating 1. The unrated counts are 2015, Q9: 1 and Q12: 1; 2021, Q9: 2 and Q12: 2; 2022, Q9: 1 and Q12: 1; 2023, Q9: 27, Q11: 6, and Q12: 27. All other years, including 2026, are complete.
Questions and ratings
The Barometer has 13 questions, each rated 1, 2 or 3 against a fixed written criterion for every tier. Every proxy is read in full as a PDF. The same questions and criteria are applied to every year shown so that trends compare like with like.
Historical CAQ question IDs skipped Q11 and Q12 after two ESG questions were retired; this showcase numbers the thirteen questions Q1–Q13.
Ratings are a measure of disclosure, not of underlying practice: a Rating 1 means the proxy does not describe the activity in the way the question asks, not that the committee does not perform it.
Examples
The 26 examples on this page are 2026 proxies chosen to illustrate Rating 2 and Rating 3 for each question — at most one company per rating. Each card gives the location of the disclosure, the disclosure itself quoted verbatim from the filing, and a short rationale for the rating. Rating 1 examples are not shown. Where a brief note helps read a question, it appears at the end of that question's block.
Downloads
Small tables used on this page, then the full 2010–2026 research files. Each file is a direct download.
The complete files for 2010, 2015 and 2020–2026, hosted separately so the large tables do not live on this site. Public question IDs are contiguous Q1–Q13 (historical instrument IDs Q13, Q14 and Q15 appear as Q11, Q12 and Q13). In the evidence tables, question_id is already Q1–Q13, and historical_question_id holds the instrument id.
