1/23/25 – Issue 10.03 – Your weekly news on all things board. 

In a world where corporate leadership is often a high-stakes game of chess, recent moves by Goldman Sachs, Kohl’s, and Korea Zinc reveal just how intricate and volatile the dynamics between CEOs, boards, and stakeholders can be. Goldman Sachs' recent decision to grant CEO David Solomon an $80 million retention bonus highlights the delicate balance between retaining top talent and addressing succession concerns. Meanwhile, Kohl's has appointed its third CEO in just three years, a clear indication of the strategic and succession-related challenges the company faces as sales continue to decline. Simultaneously, the ongoing boardroom power struggle at Korea Zinc, the world's leading zinc producer, highlights the complex dynamics that can pit familial ties against corporate governance. As factions vie for control, the implications for operational continuity and strategic direction become increasingly precarious, reflecting the critical need for clear succession planning and conflict resolution strategies at the top. The timing is ripe for a renewed focus on succession planning as organizations must cultivate a robust talent pipeline and facilitate transparent conversations about leadership transitions and board composition.

In the Spotlight

Goldman Sachs Gives Solomon $80 Million to Stay

Retention bonus, big pay raise to ensure leadership continuity

“Goldman Sachs gave Chief Executive David Solomon an $80 million bonus to stay for five more years, quelling any remaining questions on the CEO’s ability to stay put… The stock, including dividends, has more than tripled since Solomon took over… In response, the board gave Solomon a 26% pay increase to $39 million and the bonus award to stick around. The board also gave an $80 million retention bonus to President and Chief Operating Officer John Waldron, trying to keep him from leaving the institution where he hopes to one day be CEO. During the last half of 2024, Goldman’s board became aware of serious discussions between Waldron and Apollo Global Management, as well as other investment firms that were looking to hire him.” WALL STREET JOURNAL

Kohl’s Appoints Third CEO in 3 Years as Sales Continue to Decline

Kohl’s shoppers want its new CEO to undo what the last one did

“Kohl’s shoppers have a message for incoming Chief Executive Ashley Buchanan: Bring back the old Kohl’s… Buchanan, who spent more than a dozen years at Walmart before becoming the CEO of crafts retailer Michaels, will face a conundrum at Kohl’s that has tripped up other department-store leaders: how to attract new, younger customers without alienating the existing shoppers who account for the bulk of sales.” WALL STREET JOURNAL

Family Feud in the Boardroom

Control of Korea Zinc, the world’s largest producer of zinc, is at stake in a boardroom battle 

“When two longtime business partners established a subsidiary 50 years ago to make zinc out of an industrial complex set up by South Korea’s government, they settled on an unusual division of power… But now the relationship between the Chois and the Changs has broken down in dramatic fashion. The descendants of the two founders, who died decades ago, are locked in a bare-knuckle fight for control of Korea Zinc… The battle for control of Korea Zinc strikes at a foundation of the country’s economy: the chaebol. Many chaebols are run by their founding families, backed by corporate boards who reliably fall in line with their interests.” NEW YORK TIMES

From Boardspan this Week:

How Boards Can Get Ahead in 2025

Here we are in 2025 with some exciting opportunities on the horizon albeit with big challenges to face. Our advice -- take them head-on! As you work through what is possible with your organizations, also plan for higher governance expectations, evolving stakeholder priorities, and unprecedented geopolitical uncertainties.

Across the Board

CEOs Launch War Rooms, Hotlines to Cope with Trump’s Order Blitz
Executive orders bring promised changes and surprising risks for business leaders

“JPMorgan Chase set up a war room. The law firm Fisher Phillips created an immigration hotline to help clients manage potential workplace raids. Manufacturers and retailers have teams working to soften the blow of potential new tariffs. The blitz of executive orders and memos from President Trump left business leaders—some still in the tuxedos they wore to White House inaugural galas—scrambling to make sense of sweeping changes to tax, immigration, trade and energy policies… The details of any new tariff policy would be critical for companies including 3M, the American manufacturing company behind everything from Scotch tape to materials used in electric-vehicle batteries.” WALL STREET JOURNAL

Anti-DEI Activists Target Goldman Sachs and JPMorgan Chase

Bank of America, Citigroup have also received shareholder proposals from right-leaning groups

“Goldman Sachs and JPMorgan Chase are in the crosshairs of right-leaning activist groups privately pushing them to abandon or shrink their diversity, equity and inclusion efforts… Shareholders could have a chance to vote on the proposals ahead of the banks’ annual meetings this spring. Boards typically recommend shareholders vote against such measures. The groups have filed similar proposals against companies including Apple, Walmart and Starbucks and all have been handily defeated, rarely getting more than 2% of shareholder support.” WALL STREET JOURNAL

Poll Finds Americans Are Indifferent To or Feel Positively About DEI

94% of executives whose companies lead their industries in growth and profitability view diversity and inclusion as a competitive advantage

“A majority of Americans across nearly all demographic groups said DEI initiatives have made no impact on their personal careers… On balance, most demographic groups were more likely to say DEI benefited their career than hindered it… While 41% of those surveyed said they support efforts to roll back diversity initiatives, the majority — nearly six in 10 — either oppose those efforts or are unsure about them.” AXIOS

How Boards Can Provide Steady Guidance and Leadership During Turbulent Times
Insights from three veteran board directors 

“The dynamic between the CEO and the board is foundational to good governance. Directors must help CEOs steer the company while also holding them accountable, which requires trust, transparency and mutual respect… Boardrooms are inherently diverse, bringing together individuals with differing experiences, perspectives and even political beliefs. But to guide a company effectively, this diversity must lead to thoughtful, actionable dialogue—not conflict.” CORPORATE BOARD MEMBER

Quality at the Top: Preparing Boards for the Future

Beyond just assembling a strong board, attention must also be paid to developing the right culture

“Boards are expected to navigate choppy waters, but too often are ill-equipped to meet the challenges. Their effectiveness, which has a significant impact on an organization over the long term, is an area of concern. To be effective, boards must be carefully curated and crafted to comprise a group with the requisite backgrounds and skill sets.” FINANCIER WORLDWIDE

Effective Board Oversight as AI Evolves

Deployment of generative AI expanded rapidly across many industries in 2024, leading to broadly increased productivity, return on investment and other benefits

“Though Congress has yet to seriously engage with AI legislation, the SEC and the FTC have been using existing laws to bring AI-related enforcement actions. Numerous other federal agencies have hinted at potential regulation of AI, but the future of U.S. AI regulation is uncertain given the new administration and upcoming turnover in regulatory leadership… As the SEC steps up its enforcement against ‘AI washing’—making false or misleading claims about the use of AI in one’s business—it remains critical for boards of directors to manage AI risks with an in-depth understanding of how AI is used in their businesses.” CLEARY GOTTLIEB

ESG and Sustainability Insights Top of Mind in 2025

By staying informed and proactive, boards can navigate the complexities of ESG and sustainability matters and position themselves for long-term success in an ever-evolving global environment

“Many observers are wondering how the incoming Trump administration may affect ESG and sustainability. Regardless of the speculation, the bottom line is that these topics will continue to be an evolving area and critical for business resilience in 2025. With a Republican-led Congress, we expect congressional efforts to scrutinize climate member organizations or coalitions to continue apace.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

Seat at the Table

• Marriott International elects to its board Sean Tresvant, CEO of Taco Bell Corporation

• Levi Strauss & Co. welcomes to its board Artemis Patrick, President and CEO of Sephora North America

• Bearings manufacturer The Timken Company adds to its board Kim Ryan, Director, President and CEO of plastics firm Hillenrband

• ZoomInfo announces to its board Katie Rooney, CFO of virtual health platform Maven

• Swiss Re nominates to its board Morten Hübbe, former CEO of insurance firm Tryg; and George Quinn, former Group CFO of Zurich Insurance Group

• Dropbox announces to its board Warren Jenson, former President and CFO at Nielsen

• Analog Devices appoints to its board Andrea Wainer, EVP of Rapid and Molecular Diagnostics at Abbott

• Cheniere Energy elects to its board Benjamin Moreland, former CEO of Crown Castle

• Amerant Bancorp announces to its board Lisa Lutoff-Perlo, President & CEO of FIFA World Cup 2026; and Odilon Almeida Júnior, former President and CEO of ACI Worldwide

• Excelerate Energy adds to its board Nisha Biswal, Former Deputy CEO of the U.S. International Development Financial Corporation

• The Bancorp welcomes to its board Dwayne Allen, SVP and CTO of information technology firm Unisys

• Cadence Bank nominates to its board Fernando Araujo, CEO of Berry Corporation; and Alice Rodriguez, former Head of Community Impact at JP Morgan Chase & Co

• Liberty Energy appoints to its board Arjun Murti, former Partner at Goldman Sachs

About Boardspan
Boardspan helps boards raise the bar on their critical governance mandates by combining cutting edge digital capabilities with high-touch consulting services. They are leaders in board assessments, individual director & CEO evaluations, board succession strategy & search, skills & composition analyses, and bespoke advisory work. Boardspan only works with boards, bringing deep experience, objectivity, an analytical orientation, and insight-driven recommendations. Clients include Blue Shield (CA), Colgate-Palmolive, Deckers, Dynatrace, elf Beauty, HubSpot, Ingersoll Rand, KKR, Lam Research, the PGA, Roblox, Salesforce, Synopsys, the USOPC, and scores more.