Almost all top U.S. companies had board diversity rules. Now most are gone

Three years ago, nearly every major US company explicitly considered diversity when choosing new directors. Now, most don’t.

In all, 61 S&P 100 companies have dumped explicit diversity criteria for future board members since 2023, according to an ESGAUGE analysis of filings and governance documents for Bloomberg News. The findings show the extent of the retreat from diversity, equity and inclusion into corporate boardrooms.

Apple Inc., Alphabet Inc., Amazon.com Inc., Starbucks Corp. and Wells Fargo & Co. have all eliminated diversity provisions for directors in the last three years. A conservative activist investor had previously identified companies including Goldman Sachs Group Inc., American Express Co., Johnson & Johnson and Deere & Co. as having dropped such criteria, but the new data provide a broader picture of the shift.

“It’s always easier to tear something down than it is to build it up,” said Heather Spilsbury, chief executive officer of 50/50 Women on Boards, which advocates for gender parity in the boardroom.

The pullback began in 2023 and accelerated over the past year as the Trump administration moved to dismantle DEI programs across federal agencies, universities and government contractors. ESGAUGE, which analyzes corporate filings, identified companies that had explicitly referenced gender, race, ethnicity, minorities or underrepresented groups in board-selection criteria and then tracked which had removed that language.

Six companies — Advanced Micro Devices Inc., Capital One Financial Corp., Microsoft Corp., Starbucks, Uber Technologies Inc. and Wells Fargo — went even further, adopting similar diversity criteria for CEO succession. All but Microsoft have since removed that language, according to ESGAUGE. Starbucks and Wells Fargo also dropped diversity criteria for new directors.

Starbucks nixed language saying it would require “candidates who reflect diverse backgrounds, including, but not limited to, diversity of race, ethnicity, national origin, gender, and sexual orientation” to be included in its roster of potential CEO candidates. AMD has scrapped its pledge to “include qualified female and racially/ethnically diverse candidates” in its CEO pool, though it still has diversity criteria for board directors.

The share of companies with Rooney Rule-like provisions — the US National Football League’s policy that teams must consider at least one Black coach for open jobs — has also fallen sharply in the past year, to 12% from 58%, said George Anderson, who co-leads the North American board advisory practice at executive recruiter Spencer Stuart.

Not all companies have scrubbed diversity commitments. Microsoft is still singling out “highly qualified women and individuals from minority groups” for any future CEO searches. Uber and Capital One are also among the more than 30 companies that still have diversity criteria for directors, the data show.

Microsoft, Alphabet, Amazon, AMD, Uber, Starbucks and Wells Fargo declined to comment. Apple and Capital One did not respond to requests for comment.

The goal is to eliminate DEI policies that can introduce bias, said Paul Chesser, director of the Corporate Integrity Project at the conservative National Legal and Policy Center, who has engaged with American Express, Deere and other companies on the issue. Boards should still seek out Black and female candidates, he said, but without explicit criteria or pay incentives that could lead one group to receive less consideration than another.

At the same time, companies navigating economic uncertainty are increasingly turning to former CEOs for board seats — a pool still dominated by White men. Former CEOs accounted for 37% of new directors at S&P 500 companies this year, the highest share since a 42% peak in 2012, according to Spencer Stuart. Women, meanwhile, made up 29% of new directors, down from 46% in 2023.

“The overall opportunities that are even available and visible to women have gone down,” particularly over the past year, said Teresa Kong, who is a director at Impax Funds, which promotes investments in sustainability, and a member of several groups that advocate for women on boards. Kong, who was named one of 50 “board-ready” women by 50/50 Women on Boards in 2024, has yet to land a seat on a public company board.

Yet she’s still encouraged by the fact that boardrooms are more diverse now that they were five years ago. “The seed’s been planted. Sometimes you have to wait until spring comes around.”

To contact the authors of this story: Jeff Green in Southfield at [email protected] Daniela Sirtori in Chicago at [email protected]