A new study shows most of the country’s biggest companies have made major amendments to explicit diversity requirements
Most nominating committees don't write policy in public. But when they quietly rewrite the criteria for who gets considered for a board seat, the effects show up well beyond the boardroom — in succession plans, in recruiting materials, and in what employees are told to believe about a company's commitments.
That rewriting has been happening at scale.
A new analysis by ESGAUGE for Bloomberg News found that 61 of the S&P 100 companies have removed explicit diversity criteria for future board members since 2023. Apple, Alphabet, Amazon, Starbucks and Wells Fargo are among the companies that have stripped diversity language from their director-selection criteria over the past three years, while Goldman Sachs, American Express, Johnson & Johnson and Deere & Co. had already been flagged by a conservative activist investor for doing the same. The new data suggests the shift is far more widespread than previously understood.
Six companies — AMD, Capital One, Microsoft, Starbucks, Uber and Wells Fargo — had gone even further, extending similar diversity language to CEO succession planning specifically. All but Microsoft have since walked that back, according to the ESGAUGE data.
For governance watchers, this is a story about proxy statements and shareholder pressure. For HR leaders, it's a story about something closer to home: the talent pipeline, succession planning and the credibility gap that can open up when a company's public commitments and its internal practice drift apart.
The numbers behind the retreat
The pullback isn't limited to board nomination language. According to Spencer Stuart's 2026 U.S. Board Index, the share of S&P 500 boards using Rooney Rule-type provisions — policies modeled on the NFL rule requiring at least one Black candidate to be interviewed for head-coaching vacancies — fell to just 12% this year, down from 58% just a year earlier, before the current Trump administration took office.
At the same time, boards are increasingly filling seats with former chief executives, a pool still dominated by white men. Former CEOs made up 37% of new S&P 500 directors this year, the highest share since a 42% peak in 2012, Spencer Stuart found, while Reuters reporting on the same index noted that Black directors accounted for just 4% of new appointments, down from double that a decade ago.
"Now the bro culture is alive and well," Nia Impact Capital chief investment officer Kristin Hull told Reuters.
Teresa Kong knows that shrinking pool firsthand. A director at Impax Funds, Kong was named one of 50 "board-ready" women by 50/50 Women on Boards in 2024 and has yet to land a public board seat. She's not without hope — "the seed's been planted," she told Bloomberg, “Sometimes you have to wait until spring comes around" — but hope isn't a talent strategy, and it isn't one HR can afford to rely on either.
Heather Spilsbury, CEO of the nonprofit 50/50 Women on Boards, framed the shift to Bloomberg as a matter of momentum: it is easier to remove a policy than to rebuild one once it's gone. It's a dynamic that will sound familiar to any HR leader who has watched a well-intentioned program get dismantled in the name of "simplification."
The compliance trap
Board-level diversity criteria and workforce DEI programs are legally and structurally distinct — but symbolically, they're linked in the minds of employees, job candidates and regulators alike. A board that has scrubbed diversity language from its own governance documents sends a signal, whether or not the company's internal hiring and promotion practices have changed at all.
That signal matters more than it might have a few years ago, because the regulatory environment cuts in both directions. EEOC acting chair Andrea Lucas has signaled intensifying scrutiny of corporate DEI programs that use race- or sex-based criteria, regardless of what label a company puts on them — "if it functions like that, it's illegal," she has said. In that climate, boards and executive teams have an incentive to remove any language that could be read as a quota, even where the underlying intent was simply broadening the candidate pool.
That leaves HR leaders holding a difficult brief: manage legal exposure on diversity-linked criteria while still being expected to deliver on inclusion goals that employees, customers and some investors continue to expect. It's a similar dynamic to the one playing out around Fortune 500 companies retreating from public DEI transparency rather than from inclusion itself: the number of companies choosing to publicly document their DEI policies through the Human Rights Campaign Foundation's Corporate Equality Index fell 65% year over year, even as many of the underlying inclusive workplace practices it measures kept improving.
HR leaders themselves seem to feel this squeeze acutely. In a late-2025 survey of 300 HR decision-makers by DSG Global, 61% said their corporate boards have too much power in driving talent strategy, and more than half named "incorporating diversity and inclusion into company culture" and "navigating the expanded role of boards in talent strategy" among their top 2026 concerns — a striking pairing, given that boards are simultaneously the bodies pulling back on diversity criteria for their own ranks.
Where succession planning fits
Succession planning is where the two worlds — board governance and HR practice — collide most directly. Executive search firms and HR teams have spent the past decade building wider candidate slates for C-suite and board roles as standard practice, for reasons that go beyond compliance. Removing formal diversity criteria doesn't force anyone to narrow that search discipline — but the Spencer Stuart data suggests many boards are doing exactly that, opting instead for smaller, CEO-heavy shortlists that skew toward a narrower slate of candidates.
What HR leaders can actually do
Quick actions for HR leaders
- Separate legal risk from practice. Removing quota-style language from formal criteria doesn't require abandoning broad sourcing. HR and talent-acquisition teams can keep candidate slates wide without codifying protected-class targets that create legal exposure — the distinction EEOC leadership has been drawing between broadening a pool and restricting one by race or sex.
- Audit the say-do gap. If your board's nominating criteria have quietly changed, your public-facing DEI statements and recruiting materials should be checked against that reality. A mismatch is more likely to draw scrutiny — from activist investors on one side and employees or advocacy groups on the other — than a consistent position in either direction.
- Keep succession pipelines broad, even if criteria language narrows. The mechanics of good succession planning — wide initial slates, structured interviews, bias-aware evaluation — don't depend on having a diversity clause in the governance manual. HR can preserve the practice even where the paperwork has changed.
- Watch the proxy season, not just the news cycle. Nasdaq's board-diversity disclosure rule was struck down by the Fifth Circuit Court of Appeals in December 2024, and ISS suspended the use of board gender and racial/ethnic diversity as a factor in its US voting recommendations starting in early 2025. Those are the kinds of structural, easy-to-miss changes that shape what boards feel obligated to disclose — and, by extension, what HR is asked to defend internally.
Boardrooms may swing back toward explicit diversity criteria if the political and legal winds shift again. Spilsbury's read is that policies are easier to tear down than rebuild, which cuts both ways. But HR leaders don't control that cycle and shouldn't build their own talent strategy around waiting for it to turn. The more durable move is to keep the underlying practice — broad slates, structured evaluation, succession pipelines that don't run through a single narrow lens — intact regardless of what the governance manual says this quarter.
