12/19/24 – Issue 9.47 – Your weekly news on all things board. 

The Boardspan team wishes you happy holidays! Director’s Domain will be back after the New Year.

2025 is knocking at the door! With boards bidding farewell to 2024 and companies contemplating meaningful changes in board composition and strategy, the governance landscape continues to shift. With new SEC leadership signaling potential rollbacks on board diversity and climate disclosure rules, and the recent court decision against Nasdaq softening its influence in this area, the regulatory pressure may be easing—but boards still have plenty to keep them on their toes. Shareholders, for one, aren’t letting up. Shareholder proposals will likely step in where regulators might step back, keeping human capital and ESG transparency on the agenda, while board composition trends continue to evolve. Former C-Suite executives are increasingly in demand, overboarding policies are tightening, and despite hitting record highs, demographic diversity appears to be taking a pause for breath. As boards head into 2025, the focus remains on balance: navigating shifting priorities without losing sight of what matters most—effective governance that can keep pace with a world that rarely slows down.

In the Spotlight

Stuck in the Middle with ESG: What Companies Can Expect in 2025 & Beyond

Before determining whether to adjust their ESG communications strategies, companies should take inventory of what they have already disclosed to ensure appropriate messaging of any changes

“The Securities and Exchange Commission’s (SEC) climate disclosure rule is currently being litigated, and a Republican-led SEC will likely seek to further delay and/or unwind the rule…  Human capital management and board diversity disclosure rules on the SEC’s forward agenda are also unlikely to be pursued by a Republican-led SEC. If these disclosures are rolled back, companies should expect ESG disclosure advocates to submit more shareholder proposals seeking increased disclosures on these issues.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

Board Practices and Composition: 2024 Edition

Despite record levels of demographic diversity in board composition, directional trends are slowing amid an increasingly complex economic and social environment

“As boards look to diversify their composition demographically, the percentage of directors who are former C-Suite executives or former executives below the C-Suite is rising… A rise in overboarding policies, which limit the number of boards on which directors can serve, may reflect an emphasis on ensuring that directors can effectively fulfill their responsibilities, as well as certain investor and proxy advisor prescriptions.” CONFERENCE BOARD

From Boardspan this Week:

The Board's Changing Role in Culture

“A strong corporate culture is more important than ever for companies. What comprises good culture, and what is the board's role in defining it?  In this webcast by Boardspan partner Teneo, in partnership with Extraordinary Women on Boards, some of the most successful women in corporate leadership and cultural stewardship talk about what makes a good corporate culture, how to measure culture, and the board's role in accounting for high cultural standards.” BOARDSPAN

Across the Board

Cybersecurity in the AI Era: Key Insights for Directors
From adopting a 'shared fate' mindset to using AI as a tool against attackers, strategies that emphasize rapid response, teamwork, and cohesive risk management

“For boards navigating the relentless advancement of AI, a pressing challenge looms: how to safeguard their organizations against increasingly sophisticated cyber threats without stifling innovation… Cybersecurity, especially in the age of AI, is less about isolated technology solutions, and more about integrating digital defenses with overarching risk management, regulatory compliance, and AI-enabled innovations.” CORPORATE BOARD MEMBER

Boards Navigating Risks of AI Note-Taking Tools
While these tools offer convenience and utility, they also introduce significant governance risks—particularly for corporate boards, where confidentiality, privilege, and trust are paramount

“Recently, during a virtual meeting of a board-of-directors committee, the chair noticed one of the absent committee members had suddenly appeared in attendance. But after closer review, the chair realized it was not the human board member who had joined, but rather, the member’s ‘AI assistant’ that automatically joins any meeting listed on the missing board member’s calendar, summarizes meeting content, and then circulates notes to all those included on the meeting appointment. This is a scary scenario for many organizations, but especially for those like boards and board committees, whose meetings are the backbone for corporate governance.” JD SUPRA

CEOs Are Feeling a Lot More Upbeat About the New Year

The shift toward a glass-half-full outlook was sharpest among CEOs of the biggest companies, or those with more than $10 billion in annual revenue

“CEOs of the world’s biggest companies are more optimistic about the economy than they have been in years. The enthusiasm is being driven in part by the prospect of President-elect Donald Trump’s return to the White House, with many chief executives expecting their businesses to benefit from lower corporate taxes and less regulation… Overall, 77% of chief executives said they expect the global economy will improve in the first half of next year, according to the survey of more than 300 public-company CEOs by advisory firm Teneo.” WALL STREET JOURNAL

Apollo CEO’s Flirtation with Politics Brings New Urgency to Succession Planning

Marc Rowan is one of the few private-equity chiefs who hasn’t clearly designated an heir apparent

“Marc Rowan has remade Apollo Global Management during his nearly four years as its chief executive into a firm that manages more than $700 billion in assets and is on a path to becoming a massive lender. The question facing the firm now: Would it be ready for life without him?... the possibility of Rowan’s imminent departure emerged last month when he became a top contender for Treasury secretary under President-elect Donald Trump.” WALL STREET JOURNAL

Sudden Loss of Undocumented Workers Threw Tech Supplier into Upheaval

Other businesses are bracing for ‘an enforcement storm’ under President-elect Trump

“Jabil, a major manufacturer of electronics components for the tech industry, made a startling discovery in the spring of 2021: It had been relying on dozens of undocumented workers, contracted from a staffing agency, to power its manufacturing sites near Silicon Valley. Jabil insisted they be fired, setting off what it called a “mass exodus” from its work force that required expensive and “herculean efforts” to find replacements… The upheaval caused the company to fall behind on both existing orders and bids for new business, costing it up to $50 million, according to interviews and allegations in an ongoing lawsuit against the staffing agency.” NEW YORK TIMES

Seat at the Table

• Delta Air Lines welcomes to its board Christophe Back, Chairman and CEO of water solutions firm Ecolab

• PG&E Corporation elects to its board Leo Denault, former Chairman and CEO of Entergy Corporation

• Autodesk adds to its board John Cahill, former Chairman and CEO of Kraft Foods; and Ram Krishnan, EVP and COO of Emerson

• Cadence Design Systems appoints to its board Moshe Gavrielov, former President and CEO of Xilinx

• Tech solutions firm NOV elects to its board Chris Kendall, former President and CEO of oil firm Denbury

• Investment firm MSCI welcomes to its board June Yang, former VP of Cloud AI and Industry Solutions at Google Cloud

• Ameren Corporation announces to its board Steven Vondran, President and CEO of American Tower Corporation

• Real estate transaction firm Mr. Cooper Group adds to its board Andrew Bon Salle, former EVP of Single-Family Mortgage at Fannie Mae

• The Beauty Health Company appoints to its board Stephen Fanning, former President and CEO of Spectrum Solutions

• AI firm LivePerson welcomes to its board Dan Fletcher, CFO of SaaS provider Planful; and Karin-Joyce Tjon, former President and COO at Scientific Games

• Worthington Steel announces to its board Scott Kelly, SVP of operations for NPL Construction Company

• Engineering firm Rogers Corporation welcomes to its board Woon Keat Moh, SVP of Color, Additives & Inks at Avient Corporation

• Healthcare firm Auna adds to its board Teresa Gutierrez, Mexico Manager of Sales & Services at Tesla; and Gaudalupe Phillips, CEO of construction firm ICA

• Mechanical construction firm EMCOR Group elects to its board Amy Dahl, VP of International Business and Strategy of The Toro Company

• Healthcare apparel firm FIGS announces to its board Melanie Whelan, former Managing Director at Summit Partners

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.