Across the Board
American Airlines Pilots Union Pushes for Board Engagement
Tensions are building as financial performance lags behind peers
“Leadership for the union that represents 16,000 American Airlines pilots is threatening to take criticisms of senior management to stakeholders if the carrier's board of directors refuses to meet with them over lagging financial results that have created a gap between the airline and competitors United Airlines and Delta Air Lines. ‘Over the past year, we waited to see the results of their plan,’ Allied Pilots Association vice president Chris Torres, a captain at the airline, said in a video posted to social media on Sunday. ‘Candidly, it’s been more of the same.’…. Torres added that CEO Robert Isom has ‘flatly refused’ to have a board member involved in ‘any discussion.’ Tensions between American, which operates its central hub at DFW International Airport, and the labor unions representing flight attendants and pilots escalated in January after another year of poor financial performance in comparison to United and Delta…. It was the first time the union has taken such an action against a sitting chief executive in the union’s nearly 50-year history.” YAHOO FINANCE
Norwegian Cruise Line Recasts Its Board Amid Activist Pressure
Agreement with Elliott ushers in sweeping changes aimed at improving performance
“Norwegian Cruise Line Holdings has reached a cooperative agreement with activist investor Elliott Investment Management and has appointed five new board members. The new members include two former travel industry executives: former British Airways CEO Alex Cruz and former Disney Experiences CFO Kevin Lansberry. New CEO John Chidsey has been named chairman. The other three new board members are Steve Pagliuca, a former managing partner of Bain Capital; Brian MacDonald, president and CEO of auto sales tech company CDK Global; and Jonathan Cohen, CEO of Hepco Capital Management. Four current board members are resigning: Stella David, David Abrams, Harry Curtis and Mary Landry…. Elliott says it owns an NCLH stake exceeding 10% and called for change in board leadership in February toward a goal of increasing shareholder value…. During the company's earnings call earlier this month, Chidsey had said the company needed improvement on ‘execution and coordination’ of its business strategy.” TRAVEL WEEKLY
Activist Push Targets Snapchat’s Valuation Gap
Irenic Capital calls for strategic changes to unlock significant upside
“Activist investor Irenic Capital Management has built a roughly 2.5% stake in Snapchat and is asking the company’s leadership to make a series of changes to boost the company’s valuation, including laying off employees and closing or spinning off its Specs business. Irenic sent a letter on Tuesday to Snapchat Chief Executive Officer Evan Spiegel arguing that the social-media company’s market capitalization should be closer to $35 billion, as opposed to its current enterprise value of around $7.9 billion. The activist investor said Snapchat has underperformed the Nasdaq by 444 percentage points since its initial public offering, adding that a dollar invested in Snapchat at the time of the IPO would be worth 23 cents today…. The company said in November that its board had authorized a $500 million stock buyback, looking to offset a part of the share dilution from its stock-based compensation plans. Snapchat has also invested in AI tools to improve its advertising business.” WALL STREET JOURNAL
Uncertainty Is Forcing a Rethink of the Boardroom
Pressure builds to align board expertise with evolving strategic needs
"More corporations appear to be executing board refreshment strategies and even considering reorganizing their boards to better compete in an extremely unpredictable marketplace. Increased pressure from shareholders to improve stock performance has companies searching to find new board members with relevant experience in specific industries or adding directors with requisite experience to help engineer a given business strategy or corporate turnaround. Given this trend, it might be wise for board members to begin searching for new opportunities that fit their personal skillset and put them in position to accelerate growth at another organization.” CORPORATE BOARD MEMBER
CEOs Need Boards to Think Differently
Disruptive times call for novel approaches to board governance and guidance
"In uncertain and disrupted times, the usual patterns of boardroom discussion have to evolve.… Here are three ways board members can ensure boardroom discussions keep up with today’s constant change: 1. Avoid straight-line thinking. Boards can encourage a shift to more scenario-based and dynamic planning and decision-making. Uncertainty makes traditional forecasting difficult and less reliable. Voluminous board books, prepared for the board’s critique or blessing, assume that the path to value is known and relatively straightforward.… Instead, directors should be tracking progress and pace toward strategic goals, recognizing that it’s not a straight line. They should expect course corrections and not put management on the defensive about them…. and considering how the company should prepare for alternate futures…. 2. Create strategic options, not just plans. Directors can help CEOs set priorities around creating and expanding value by taking more of a portfolio approach to strategies, investments, and returns. In today’s environment, traditional, long-term, big investments (like building a new plant) are riskier and less certain than they once were. It therefore stands to reason that companies should place more bets, creating options if some don’t pan out…. The idea is to help the right priorities emerge in a process of experimentation, testing, and discovery. 3. Keep the core strong. Even as executives tackle new marketplace challenges and opportunities, boards should speak up for and support the CEO’s focus on ‘North Star’ fundamentals, including: Customers… Technology…Risk…” HARVARD BUSINESS REVIEW
Oracle Cuts Jobs While Doubling Down on AI
Company trims roles as it reallocates resources toward infrastructure and growth
“Oracle began to significantly reduce its workforce Tuesday while it continues to build out costly data centers for artificial-intelligence development…. The full scope of the layoffs isn’t yet clear, but some employees said internal metrics show the count of reductions thus far in the thousands. Analysts at investment bank TD Cowen earlier this year predicted Oracle would shed as many as 30,000 workers and sell some of its assets as it finances its AI infrastructure projects…. A number of other technology companies have laid off swaths of workers in recent months, in many cases working to automate more tasks with AI. Amazon laid off roughly 30,000 employees in six months. Payments processor Block in February announced it was cutting nearly half of its staff, in a move Chief Executive Jack Dorsey said was due to AI.” WALL STREET JOURNAL
Xerox Names Louie Pastor CEO in Leadership Transition
As decision-making by institutional investors becomes less centralized, companies will need to reassess the way they build support for important votes
“Printer and digital workplace technology developer Xerox Monday said its board of directors has appointed Louie Pastor as its new CEO after former CEO Steve Bandrowczak stepped down. The change in CEO is effective immediately. Pastor, who joined Xerox in late 2018 as executive vice president and general counsel, most recently served as president and chief operating officer…. Bandrowczak, a 7-plus-year Xerox veteran who is 65 years old, served as CEO since August 2022. He took that role following the death of former CEO John Videntin in June of that year. Bandrowczak’s sudden departure appears to be a friendly one…. Pastor, who is 41 years old, steps into his new role as Xerox goes through several changes that happened under Bandrowczak’s leadership. Xerox in December 2024 unveiled its planned $1.5-billion acquisition of Lexmark…. Pastor is also not the only recent major change in Xerox’s C-suite. The company on December 3 saw Chuck Butler take over as chief financial officer….” CRN
A More Nuanced Proxy Season Takes Shape in 2026
Fewer proposals, but greater complexity as investor expectations and scrutiny evolve
“After reaching record levels in 2024, shareholder proposal activity moderated in 2025 across both the Russell 3000 and the S&P 500. While fewer proposals were filed, a larger share were resolved through negotiation, withdrawal, or omission rather than votes at annual meetings, reflecting heightened issuer caution following changes to SEC guidance under Rule 14a-8…. Average shareholder support for proposals remained stagnant or declined slightly in 2025 across most categories, continuing patterns observed in recent years. Governance and executive compensation–related proposals were most likely to attract support, reinforcing investor prioritization of issues perceived as directly tied to board accountability, pay alignment, and oversight effectiveness…. Anti-ESG proposals increased as a share of filings in 2025 but were more frequently omitted or withdrawn than in prior years, suggesting that issuers were more willing to challenge or negotiate such proposals under a shifting regulatory framework.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Protecting Value After the Deal
Boards play a critical role in ensuring value isn’t lost in integration
“Most experts agree that the first 100 days after closing a major transaction are critical, yet many boards may disengage precisely when oversight matters most. With M&A activity growing around 10% in 2025 and 70-to-90% of mergers failing to meet expectations, the post-merger integration phase demands sustained board attention. Directors who retreat to quarterly check-ins risk missing the early warning signs of value destruction, including talent flight, cultural friction and control environment gaps that can undermine even the soundest strategic rationale supported by the board before the transaction. Research shows that 47% of key employees leave within the first year post-merger, climbing to 75% within three years. For knowledge-intensive acquisitions, this exodus represents the departure of the very value the board approved purchasing.” DIRECTORS & BOARDS
When Oversight Becomes Overload
As mandates multiply, boards face a widening gap between what’s expected and what’s realistically possible
“There is a growing asymmetry between boards’ expanded responsibilities and the structural limits on their capacity. Over the past two decades, regulators have increasingly required boards to oversee compliance across a wide range of issues. In response to the early-2000s accounting scandals, the Sarbanes–Oxley Act tasked boards with active oversight of financial reporting. After 9/11, regulators required bank directors to adopt and oversee their bank’s anti-money-laundering policies. The 2008 financial crisis brought on new mandates for bank boards to monitor capital adequacy on an ongoing basis. In the wake of the mid-2010s cyberattacks, financial regulators began insisting on board involvement in data security…. In isolation, each board involvement mandate makes sense, as it is intended to elevate a first-order issue to the highest levels of governance and ensure firm-wide buy-in. But taken together, these mandates create a problem of board overload. A typical board has ten members and meets eight times a year. Directors’ time and attention are finite, as is space on the meeting agenda.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
How D&O Insurance is Changing to Meet Evolving Risks
From ransomware to AI, new threats are reshaping the perspective on board accountability
“The directors and officers (D&O) liability insurance landscape in the US is shifting rapidly in early 2026 as emerging threats like cyber‑security incidents and AI risks reshape litigation patterns, underwriting practices and coverage disputes. As boards confront expanded liabilities and insurers adjust to complex exposures, the traditional features of D&O coverage are under pressure from technology, litigation trends and changing regulatory expectations. One of the most definitive recent developments highlighting the importance of precise policy language came from the Delaware Supreme Court. On January 27, 2026, the court affirmed coverage for a $28 mn settlement in a securities class action involving Harman International Industries, overturning a D&O insurer’s attempt to use a so‑called ‘bump‑up’ exclusion to avoid paying the claim.” GOVERNANCE INTELLIGENCE
The Expanding Forces Shaping Corporate Governance
Nonprofits have increasingly waged battles at the heart of corporate governance and have left a significant mark in expanding the boundaries of the field
“Who are the pivotal actors and interests shaping corporate governance? Traditional accounts focus on shareholders, directors, and officers, and treat corporate governance as largely an intra-firm issue of power, incentives, and monitoring. Recent scholarship has expanded this view by identifying additional actors and forces, including the diverse constituents of the U.S. ‘corporate governance machine’ (such as proxy advisors, stock exchanges, stock indices, and ratings agencies), as well as international organizations that have propelled ‘the rise of international corporate law.’ Other commonly identified influences include corporate gadflies, the state as a shareholder, and broader political-economic forces such as populism, nationalism, and geopolitics. These accounts, however, often leave out an important part of the picture: the role of nonprofits in shaping corporate governance.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
