Power, pressure, and performance are converging in the boardroom. CEOs are stepping into the spotlight, whether intentional or not, to make their voices heard when they have an agenda. New survey data shows that only 35% of executives see their boards as good or better (and that is up from prior years), causing some to ask if that is high enough? CEOs still see room—and need—for change. Whether it’s Jamie Dimon choreographing JPMorgan’s succession, Elon Musk reaffirming his commitment to Tesla amid investor unease, or Fidji Simo stepping into a pivotal executive role at OpenAI, today’s CEOs are navigating complexity with unprecedented visibility. At the same, CEOs demonstrate the need to dance around the current political minefield. Regulatory pressure, geopolitical tensions, and shareholder activism are forcing boards to reevaluate how closely they align with—and challenge—their most powerful voices. For directors, one thing is clear: expectations are climbing, scrutiny is sharpening, and effective leadership now calls for decisive, forward-looking action.
In the Spotlight
Board Effectiveness: A Survey of the C-Suite
Results reveal encouraging signs of growing executive confidence in board performance — yet also underscore persistent gaps in expectations, priorities and perceptions
“In 2024, 35% of executives rated their boards' effectiveness as excellent or good — an encouraging increase from recent years. While there is still room for progress, the upward trend marks a positive shift in C-suite board perceptions… Even as executives express growing confidence in their boards’ effectiveness, many still believe change is necessary. Ninety-three percent (93%) indicate that at least one director should be replaced — slightly above the previous year and the highest level recorded in our survey — while 78% want two or more directors to be replaced. Directors also recognize the need for refreshment; however, their level of concern is notably lower… As the world transforms, executives are looking for boards with the right expertise to guide them forward. Yet many see their boards falling short: Only 32% believe their boards have the right mix of skills and expertise.” PWC
C.E.O.s Mind Their Language to Avoid Landing on Trump’s Radar
Public companies are obligated to tell investors how tariffs could affect corporate financial results. But some are trying to do it with euphemisms to avoid the president’s anger
“Hedge your language. Don’t be too specific. Don’t say ‘Trump.’ For chief executives, speaking in public has become a tightrope walk. Say the wrong word and it might tick off the White House. As companies start to feel the impact of President Trump’s tariffs, especially the 30 percent tax on Chinese goods, they have a responsibility to tell their investors how they will deal with the higher costs. For many companies, that means raising prices. But Mr. Trump, who insists that other countries are paying the tariffs, doesn’t want to hear that. So executives are speaking even more delicately than usual, including on the perfunctory quarterly earnings calls that are normally of interest only to Wall Street.” NEW YORK TIMES
Jamie Dimon’s Would-Be Successors Audition for the Top Job at JPMorgan
Top contenders include Marianne Lake, who runs Chase Bank and its credit-card business, and Doug Petno and Troy Rohrbaugh, co-heads of the corporate and investment bank
“Top executives at JPMorgan Chase gathered with shareholders for the bank’s annual investor day, where they gave an update on the bank’s strategy over hours of management presentations. But Monday’s confab was also an effective audition for the biggest job on Wall Street. Dimon surprised investors last year when he said he would be stepping down as chief executive officer in less than five years. Then in January, JPMorgan took the unusual step of announcing that a leading candidate to succeed Dimon was out of the running. Jennifer Piepszak, now the bank’s chief operating officer, didn’t want the job…. If Dimon steps down as chief executive, that doesn’t mean he is done at JPMorgan, since he intends to stay on as chairman of the board of directors. But a number of milestones ahead point to the end of an era.” WALL STREET JOURNAL
Instacart CEO Tasked with Getting OpenAI to Turn a Profit
Fidji Simo, Instacart CEO, plans to join OpenAI as CEO of applications to help prepare the company to go public
“Fidji Simo, OpenAI’s newest senior hire, and CEO Sam Altman bonded over a mutual fixation: They hate standing meetings and love to kill them in the name of efficiency… In her newly created role of CEO of applications, she is charged with helping the ChatGPT maker become a profitable global business, while remaking an internal culture that has been mired in executive infighting and high-profile departures. Altman needs Simo—an established operations and turnaround guru at Instacart, where she is currently CEO—more than ever. During a recent all-hands meeting, he suggested that when the company goes public, he would like Simo, not him, to be the one leading the earnings calls. In her newly created role, Simo, who joins this summer, will oversee all of the company’s major business functions, including its product, finance and sales teams, reporting to Altman.” WALL STREET JOURNAL
Elon Musk says He will Lead Tesla for at Least Another Five Years
Musk’s recommitment to Tesla comes a few weeks after a rumor that the electric vehicle company had taken steps to work on a formal process to find a new CEO
“Elon Musk says he’ll be sticking around as CEO of Tesla for the next few years. During an interview Tuesday at Bloomberg’s Qatar Economic Forum in Doha, Musk was asked if he was committed to being the leader of Tesla for the next five years, and he responded with a ‘yes.’ When asked in a follow up if he had any doubts about that plan, he said ‘well, I might die.’ Musk, who also runs other companies including SpaceX, has spent a significant amount of time this year working for the White House’s Department of Government Efficiency (DOGE) initiatives, making investors nervous that he isn’t devoting enough time to Tesla. The automaker’s sales have also plunged 13% in the first three months of this year, the largest drop in deliveries in its history.” CNN
From Boardspan this Week:
Join our upcoming webinar with BlackRock co-founder Barbara Novick. Barbara Novick has played a pivotal role in shaping the modern approach to investor stewardship and board engagement. She is a co-founder of BlackRock, the world’s largest investment management firm, was Vice Chair until 2021, and now serves as Senior Advisor. In this timely conversation with Abby Adlerman, CEO of Boardspan, Barbara will share her perspective on how boards can build stronger relationships with their shareholder base—whether institutional, long- or short-term, or retail—and navigate the growing complexity of the governance landscape.
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Across the Board
Boards Navigating a Changing Tariff Landscape
The impact of tariffs is highly variable, affecting companies differently depending on their exposure to international trade, supply chains, consumer demand, and competitive dynamics
“The US government’s ‘Liberation Day’ tariffs, unveiled on April 2, 2025 to force a rebalancing of global trade in favor of the United States, have unleashed significant market volatility and global economic disruption…. Directors should consider requesting regular updates on senior management’s approach to identifying and mitigating such risks, instances of material risk management lapses, and action plans for mitigation and response. Within the changing trade policy environment, directors are further encouraged to remain available and engaged as the frequency of board meetings and calls could increase…. By taking steps to implement and monitor risk oversight processes tailored to tariff-related impacts, directors can promote long-term enterprise health, help preserve shareholder value, and minimize their own risk of personal liability." JD SUPRA
Director Outlook Improves Slightly in May Amid Continued Headwinds
Q2 polling data finds U.S. public company board members slightly more optimistic in their 12-month forecasts than in Q1, though most continue to expect a recession in the near term
“After a 30 percent decline in March, directors’ rating of business conditions in the U.S. retreated another 5 percent in May, according the 128 U.S. public company board members polled…. Some directors added that the strength of the U.S. economy should also counterbalance the uncertainty surrounding tariff…. Overall, 48 percent say despite the uncertainty in the current environment, they remain focused on growth this year, though 36 percent said they are also keeping a close eye on risk mitigation through reforecasting and scenario planning. More specifically, 39 percent said they are working on diversifying their supply chain and/or revising their pricing model, the two items they say have been the most impacted by recent changes to trade policies.” CORPORATE BOARD MEMBER
The WSJ Top 250 Board Directors
The Top Board Directors ranking highlights the 250 most influential and effective corporate directors who are set to serve on an S&P 500 board throughout 2025
“Eighteen metrics from seven different data providers were used to compute directors' total scores, which are the sum of three subscores: an individual profile score, reflecting directors' standing on their boards; a company performance score, measuring the stock performance of the companies where the directors serve and evaluating the companies' governance practices and vulnerability to various risks; and a prominent board bonus, for those who serve at companies in the Fortune 500. All data is from 2024.” WALL STREET JOURNAL
A More Active Approach to Cybersecurity Board Oversight
Many boards overestimate their company’s cybersecurity readiness while underestimating the strategic importance of their own role in shaping it
“Too often, boards overestimate their company’s cybersecurity preparedness—and how well they, as directors, are guiding it. Consider the results of a recent survey of 151 executives we conducted to better understand how boards deal with cybersecurity. While 71% of executives felt cyber funding was adequate (49%) or high (21%), only 39% characterized their board’s ‘understanding of cybersecurity opportunities and risks’ as proactive, and only 31% selected ‘innovator’ or ‘early adopter’ as best reflective of their organization’s cyber readiness. The gap is telling. Broadly speaking, it reveals a larger disconnect on boards: Too many view their role as strategy advisors appointed to drive growth instead of seeing themselves as stewards who prioritize governance that ensures long-term business stability and viability.” HARVARD BUSINESS REVIEW
Volkswagen Shareholders Demand Carmaker Reform 'Highly Problematic' Governance
Investors call on CEO to give up dual role
“Volkswagen's shareholders renewed their criticism of the automaker's corporate governance on Friday, demanding greater board independence and expressing growing concern over the dominance of the German company's controlling families. At the carmaker's virtual annual general meeting, several major investors took aim at CEO Oliver Blume's dual role as head of both Volkswagen and Porsche AG a contentious issue since Porsche's listing as a separate company in September 2022…. Wolfgang Porsche, who leads the supervisory boards of both Porsche SE and sportscar maker Porsche AG, has previously dismissed the idea that poor governance is to blame for the carmaker's languishing share price, instead blaming weak performance and high costs… Blume and supervisory board chair Hans Dieter Poetsch defended the CEO's dual role on Friday, saying it benefited cost-cutting efforts underway at both companies.” REUTERS
Activist Elliott Wins Two Board Seats at Phillips 66
This is the first time ever that Elliott, one of the world's busiest activist investors, has seen one of its campaigns go to a vote
“Phillips 66 and activist investor Elliott Investment Management each won two seats on the oil refiner's board at an annual shareholders meeting on Wednesday, capping one of the biggest corporate boardroom battles of the year. The preliminary tally, confirmed by both sides, followed months of increasingly bitter finger-pointing between the two sides, with Elliott pushing for asset sales and an improvement in performance and Phillips 66 saying its strategy is working and that shareholders would benefit. By effectively splitting the vote, shareholders are signaling to Elliott and Phillips 66 that they want some change but not the kind of sweeping transformation the hedge fund was calling for, analysts said on Wednesday. Elliott was trying to have four of its nominated directors elected to the board to fill the four seats that were up for election this year." REUTERS
OpenAI’s Bold Bet on Design
Jony Ive to lead OpenAI’s design work following $6.5B acquisition of his company
“OpenAI is acquiring io, the device startup that CEO Sam Altman and famed Apple designer Jony Ive have quietly been working on for two years, in an all-equity deal that values that startup at $6.5 billion… OpenAI and Ive’s collaboration puts one of Apple’s former design heads — famous for crafting many iPhones, iPods, iPads, and Apple Watches — at the forefront of the newest technology wave, generative AI. Since the launch of ChatGPT in 2022, OpenAI has amped up its consumer business significantly… Ive could help OpenAI directly compete with Apple in the consumer hardware space, putting even more pressure on the iPhone maker. In recent years, Apple has struggled to develop AI features that keep up with the latest technology from OpenAI and Google.” TECH CRUNCH
Opinion: Corporate Governance Competition Pushes Boards Toward Irrelevance
University of Delaware’s Lawrence Cunningham warns that a fight brewing between Delaware, Texas, and Nevada to be more friendly toward corporations is putting the boards’ efficacy at risk
“Corporate boards have been a cornerstone of American capitalism for a century—but the board’s function may be fading into ambiguity. Boards traditionally oversee management, safeguard shareholder interests, and guide strategy. This model is shaped primarily by state corporate law, which imposes duties on directors that shareholders can enforce through lawsuits. Delaware law has long provided the gold standard. It offers specialized business judges whose fluency in corporate law enables them to balance competing interests—combining deference to business judgment with scrutiny of procedures and fairness. More than two-thirds of Fortune 500 companies are incorporated in Delaware—not out of inertia, but because its legal regime offers balance and reliability. That equilibrium is under pressure.” BLOOMBERG LAW
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