Director’s Domain

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August 17, 2023

Last week, the Wall Street Journal reported that the first lawsuits against companies for their diversity initiatives were hitting the courts. What would be the outcome? This week, we got an answer. A federal court dismissed a lawsuit claiming that Starbucks set unlawful minority hiring goals and vendor incentives. The dismissal does not bode well for other, similar legal challenges where activists are attempting to roll back company policies designed to increase diversity in the workforce. At the same time, nearly half of employees surveyed in a recent Harris Poll say that ESG initiatives in the workplace lack sincerity. Both of these things are reminders that even as companies win in court against activists, the board still needs to keep their eyes open to the reality of ESG in their organizations. In other news, is “Founder Syndrome” a problem, and are boards the solution?; How independent directors bring an unbiased perspective to the boardroom; and 2023 proxy filings shed some light on 4 key trends in board compensation.

August 10, 2023

CEO Succession Planning is on our minds. In our Board Performance Assessment Benchmarks, boards consistently cite Management Succession Planning as the most challenging governance responsibility. And that’s playing out in the news this week: Tesla’s CFO, widely thought to be the likely successor to Elon Musk, quit the company this week. And WeWork’s ongoing troubles heat up as they add bankruptcy experts to the board and continue their search for a CEO. Also in this issue, Boardspan examines why succession planning is so challenging in a new article. In other news, lawsuits against corporate diversity are hitting the courts; examining the voting outcomes of uncontested director elections; a framework for AI governance; and workers are returning to the office at…Zoom.

August 03, 2023

School is still out for summer, but the hard work is ongoing this year for university boards of trustees across the country. This week, the University of North Carolina, named in the race-conscious admissions case recently decided by the Supreme Court, moved swiftly to comply with the court’s ruling–some say too swiftly. Northwestern University hires big guns to review athletic programs and culture as the result of an ongoing hazing scandal and the University of Colorado is the latest school to switch athletic conferences in search of stability and greater financial gain. In other schools, boards will be debating similar issues and making tough decisions this year. In other news, Tiger Woods joins the PGA Tour board; Disney District in Florida ends DEI programs; Larry Fink’s ESG conundrum; and 13 reasons why your board needs an HR expert.

July 27, 2023

Some big companies are making transformational moves right now. Google has a few, including co-founder Sergey Brin returning to the fold to work directly with the AI team on their latest technology. Gap named Mattel executive Richard Dickson, the force behind the recent Barbie revival, as its new CEO. And Goodyear is expanding its board under pressure from activist investor Elliot Management to kick off its own operational transformation. In other news, the SEC reveals rules on cybersecurity reporting; AI leaders create a watchdog forum; Elliot Management is back again, revealing a large stake in drugmaker Catalent; Pandemic-era executive pay cuts become a permanent strategy; and whither the Chief Diversity Officer?

July 20, 2023

There’s no business like show business, for better or worse. The entertainment industry is at a crossroads where new technology, changing business models, and pressure to cut costs and increase profits are all intersecting. Boards and executives are feeling the heat from activist investors, creative artists, and consumers to produce both shareholder value and fair compensation in the age of streaming. This week, Disney renewed Bob Iger’s contract through 2026, and Netflix released a solid earnings report that reflects changes in the subscription model. Will these measures and others pull Hollywood out of its current quandary? Time will tell. In other news, Stanford’s president is resigning; Tesla’s board settles for $735 million in the overpayment suit brought by investors; a shareholder at theater chain AMC sues the board for “suboptimal governance”; and will the large data breach at Microsoft be a catalyst for boards to shore up cybersecurity oversight?

July 13, 2023

“Project 42” sounds mysterious, and it is: the unusual glass structure adjacent to Tesla’s plant in Texas might be a residence for CEO Elon Musk. Or it might not. Is Musk using Tesla funds for a private residence? A multimillion-dollar order for special glass has sparked an internal probe of the project by the Tesla board and others. What is Project 42 and who’s paying for it? We’re sure there’s more to come. In other news, the PGA Tour board faces Senate questioning of the PGA Tour/LIV Golf merger; a federal court gives Microsoft the go-ahead for its $69 billion acquisition of Activision Blizzard; and the critical role the board plays in marketing strategy.

June 29, 2023

The Biogen board appears to be stabilizing: Despite controversy around Susan Langer and Alex Denner’s romantic partnership, shareholders elected Langer to the board this week. Langer, daughter of Moderna co-founder Bob Langer, was backed by proxy adviser ISS. Meanwhile, Denner is still under scrutiny for his actions at Biogen and their potential impact on his activist campaign at Alkermes Plc. In other news, will there be a global baseline for ESG standards; activist firm Elliott demands a new CEO at NRG; philanthropist and board member James Crown dies; and nine mistakes to avoid when transitioning a CEO.

June 22, 2023

Disney’s CFO, Christine McCarthy, is leaving after more than two decades with the company. McCarthy was a thread of continuity at the company in CEO Bob Iger's handoff to Bob Chapek, and during Iger's return. She was also an advisor during Nelson Peltz’s activist challenge to the board. As a strong figure on Disney’s leadership team, her exit will no doubt have an impact in the C-Suite and at the board level. In other news, Goldman Sachs faces internal and external challenges; Board diversity might someday mirror the U.S. population, but not soon; more details revealed in the PGA Tour/LIV Golf merger; and six actions CEOs should never take with their board.

June 15, 2023

We seem to be in the middle of an ESG backlash. The number of anti-ESG bills introduced by lawmakers in 2023 has already doubled from 2022…and it’s June. Politicians and investors are challenging firms like BlackRock on their commitment to ESG and mission-driven investment. We’re seeing more “green-hushing” in investor communications, and companies like Bud Light and Target backpedaling their LGBTQ+-themed campaigns and marketing. Boards are a driving force for ESG initiatives. They will no doubt play a prominent role as advisors and thought leaders as companies determine how to react to pressure to dial back the emphasis on ESG. In other news, Biogen faces board refreshment drama; Toyota shareholders re-elect Chairman Akio Toyoda; How to get governance right within SEC ESG requirements; and asset managers focus on director overboarding.

June 08, 2023

The PGA Tour and LIV Golf blindsided the golf world this week with a surprise merger after a year of conflict. How and why did the merger happen? What does it mean for the future of professional golf? And will the merger pave the way for more Saudi investments in non-oil endeavors? The details of the deal are still vague– even to the dealmakers–so debate will likely continue as the particulars fall into place. In other news, Chairman Chris Licht is out at CNN; Netflix shareholders vote against executive pay packages; GameStop shares plummet after CEO’s departure; a new survey finds the C-Suite has concerns about their boards; and why are CISOs having trouble breaking into board work?

June 01, 2023

More annual meetings and shareholder activism in the news. This week, Glass Lewis recommends that Toyota shareholders vote against board chair Akio Toyoda, citing a lack of board independence. Freshpet’s largest investor demands board and governance changes, and Carl Icahn gets one of his activist candidates elected to the Illumina board. In other news, Icahn gains ground at Illumina but loses money over Hindenburg Research accusations; PwC Australia faces a leadership overhaul amid a tax leak scandal; embracing the idea of an “imperfect” CEO; and a new book sheds light on the achievements of women in the boardroom.

May 25, 2023

This year has already seen record numbers of shareholder-led proposals on social and environmental issues. This week alone, Carl Icahn’s battle with Illumina comes to a head, Amazon faced a record 18 shareholder proposals, and Shell’s annual meeting was disrupted by climate protests for over an hour. Illumina’s vote is still to come, but Amazon’s and Shell’s proposals were voted down as investors backed the board. Quality discourse over ESG issues is critical, and activist pressure isn’t going away. But do these proposals move the needle? Or do they simply create more noise? In other news, Morgan Stanley’s CEO succession plan draws questions on diversity in leadership; Panera Bread shakes up their leadership and board influence as the company announces its renewed plans to go public; and check out these recommendations your board can use for navigating ESG pressures.

May 18, 2023

Twitter is getting a new CEO. Who is Linda Yaccarino and why did Musk pick her? And as she takes the stop spot, what does it mean? According to some analysts, the breadth and depth of Twitter’s problems may be more than a new leader at the helm can solve. Meanwhile, Tesla shareholders are demanding good governance and better oversight from Musk. Will they get it? In other news, Wells Fargo agrees to pay out a billion dollars to settle its 2016 lawsuit; Shake Shack faces pressure from activist shareholders; What makes activists tick in 2023; How boards are responding to ESG pushback in 2023; And meet Google’s new public sector board of directors.

May 11, 2023

Boards understand the connection between Governance and AI: A thorough understanding of its risks and oversight of its use within a business is critical. But AI’s impact ripples through Environmental and Social concerns, too, potentially affecting everything from carbon footprint to diversity of people and ideas. A recent examination of boards and AI oversight explores the ESG connection. The White House weighed in this week on the complexities of regulating AI, and LinkedIn founder Reid Hoffman talks about his perspective on AI as a member of Microsoft’s board in this week’s Washington Post Live. In other news, firing leadership after a scandal can backfire; check out the need-to-know items regarding corporate governance; Ten ways your board can boost corporate sustainability; and The Church of England becomes a shareholder activist.

May 04, 2023

The SEC’s proposed new rules for cybersecurity have boards talking about their role in oversight. This week, Harvard Business Review proposes that boards might be looking at cyber governance all wrong. Find out how boards are talking about cybersecurity, and what they should be talking about instead. Also, what’s a sure sign that companies are getting serious about cybersecurity? Hiring the leading national expert on decoding intelligence and cybersecurity, for one thing. That’s what General Motors just did. In other news, J.P. Morgan buys First Republic Bank after its failure; the FDIC investigation into Signature Bank points the finger at the bank’s board and leadership; Revlon overhauls its board of directors; more women in the boardroom often equals more profits; and too many people in the boardroom may hurt effectiveness.

April 27, 2023

Succession planning is back in the headlines this week as the longtime CEO of NBCUniversal resigns in the wake of complaints about inappropriate conduct. Does the company have a plan? And a new episode of The Journal. podcast dives into the world of LVMH chair Bernard Arnault and his long game for succession. In other news, what happens when Disney files suit against a sitting governor?; a look at the partnership between Apple and Goldman Sachs; big tech companies see stock surges with new earnings reports; why AI governance starts in the boardroom; and navigating activist investor campaigns during the 2023 proxy season.

April 20, 2023

This week’s giant settlement between Fox Corp and Dominion Voting Systems brings up questions about ethics and corporate reputation. The last-minute agreement headed off what one law professor described as the “the strongest defamation case we’ve ever seen against a major media company” that would have brought a mountain of potentially damaging evidence into the public eye. Can a company settle its way out of a reckoning? And how does Dominion, who claims serious reputational damage and has several other suits pending, go forward in the aftermath? In other news, Reserve Bank splits its board in two; three ways to prepare for upcoming SEC cyber rules; and LGBTQ-inclusive board policies are on the rise with the proposed Nasdaq board diversity rule.

April 13, 2023

ChatGPT and other AI-related products continue to be hot topics in and out of the boardroom. As Google and Microsoft move quickly to get their own AI solutions to market, it’s triggering questions about whether the quest to be an AI market leader is an ethics tradeoff. What does that mean for boards overseeing these initiatives? Other ethical quandaries are in the news this week. In Canada, the board and leadership of the Trudeau Foundation quit over questions about a donation linked to the Chinese government. And a Fox Corp shareholder files a suit against Rupert Murdoch and four other board members alleging that the board breached their ethical duties by failing to stop Fox News from reporting falsehoods about the 2020 election. In other news, Southwest seems like business as usual three months after its epic holiday meltdown; encouraging a board culture that fosters healthy debate; and how Tyson Foods illustrates the complexities of overseeing a family-owned business.

April 06, 2023

First came the news of banking turmoil; then the analysis; now we have the lessons learned in hindsight. This week, Directors & Boards talks about what boards can take away from the Silicon Valley Bank collapse. And Jamie Dimon shares his thoughts in his annual letter to JPMorgan shareholders. The Biden Administration also hinted that tighter regulations for mid-sized banks might be coming. In other news, Tech giant Alibaba is splitting into sixths; Starbucks shareholders demand an examination of the company’s stance on workers’ rights; Illumina urges shareholders to push back against Carl Icahn with their votes.

March 30, 2023

More bank moves this week: The chairman of Credit Suisse’s largest investor has resigned after his comments caused significant panic at the financial institution. And First Citizens steps up to buy Silicon Valley Bank. In addition, former CEOs are boomeranging back, including former UBS head Sergio Ermotti returning to oversee the integration of Credit Suisse. In other news: Elliott Management backs off on its bid to gain board seats at Salesforce; Disney lays off Marvel Entertainment Chair Ike Perlmutter; And how do you go from being a good board director to a great one?

March 23, 2023

The Silicon Valley Bank story continues to develop. This week, Janet Yellen weighs in on federal government intervention, and governance lessons learned from the collapse. In other news: Dominion lawsuits hold Fox’s board accountable; Amazon announces 9,000 layoffs; A new CEO takes the helm at Starbucks; GE cuts CEO stock awards citing company underperformance; and a look at the real cost of sexual harassment in the workplace.

March 16, 2023

After Silicon Valley Bank’s seemingly sudden collapse and the tumultuous week that followed, board members and corporate leaders are asking: What happened? And, what’s next? Unimaginable events and black swan crises seem to be less unusual all the time, prompting many boards to focus more attention on risk. In other news: Meta announces more layoffs and project cuts; Even on diverse boards, Latino directors are not proportionally represented; And Carl Icahn is in the news again as he sets his sights on Illumina.

March 09, 2023

Risk management is a job that never ends for boards and company leadership. Just staying aware of the myriad risks to your organization takes ongoing work. But faced with those risks, boards face another challenge: Where do you start? Given multiple risks, how do you prioritize where to focus your efforts? As the types of risk increase, it gets harder to make those decisions without analysis and advisory. This week, what the risk agenda looks like in 2023; and one company’s way of reporting risk to the board and the C-suite. In other news: The “engagement priorities” of big investors this proxy season; A lawsuit continues for Shell and another one begins for JetBlue and Spirit; The shared oversight responsibility of the board and corporate officers; And a look at why you want to join Abby Adlerman and Tarang Amin for our March 29 webinar.

March 02, 2023

One legacy ends, another stays alive with positive news despite a rough year. Doug Parker, the long-serving CEO and current Chairman of American Airlines, is retiring. Taking the helm 10 days before the September 11 attacks in 2001, Parker successfully steered American through that crisis and others and helped grow the airline into the largest in the world. And Marc Benioff, the driving force behind Salesforce, has faced heavy criticism lately about the direction of the company. Nonetheless, this week’s earnings call announced strong projections and some bold reorganizations. Join us for our first webinar of the year: Abby Adlerman in conversation with Tarang P. Amin, the Chairman and CEO behind e.l.f. Beauty’s extraordinary success. In other news, the former Airbnb Chief Ethics Officer talks about the power of real diversity; Fox Entertainment’s executives and board face claims that they knowingly reported false election news; and the Economist looks at the increasing demands on board members.

February 23, 2023

As we approach the three-year anniversary of the COVID lockdown, there’s no doubt things have changed…permanently. Many companies think about getting “back to normal” in an office, but there’s a new normal. Calls for a four-day workweek are everywhere, and Amazon employees are pushing back hard against going back to the office. Even executives want to work differently, on a fractional basis. And the data doesn’t lie. In England, revenue stayed the same or grew while workers switched to four days a week. We’re not saying everyone should work four days a week, or CEOs should be part time. But don’t be the last to notice when “normal” isn’t normal any more. Observe. Listen. And work closely with the CEO to ensure that the company’s culture aligns with what’s best for the organization, not what fits someone’s idea of the status quo. In other news, how to manage third-party risk; governance in the age of AI; Deutsche Bank’s board gets a big shakeup; and one of the most prominent women in Silicon Valley is stepping down.

February 16, 2023

As one proxy fight ends, another might be beginning. This week, Nelson Peltz declared an end to his pressure on Disney, stating that plans unveiled by the company this week have addressed his concerns. But a different fight may be brewing at Tesla as Ross Gerber, an outspoken critic of the automaker in recent months, announces his plans to run for the board. In other news, is the top spot at a retail organization becoming the hardest job to fill? Also, how to identify, listen to, and communicate with quality shareholders. And the Wall Street Journal looks at the factors behind the recent increase of black women on corporate boards and the work that is being done to grow that number even more.

February 09, 2023

The SEC is getting serious on cybersecurity governance at the board level: It’s now mandating disclosure of director knowledge on the subject. But what that may disclose is that there isn’t enough. One recent analysis found that less than 9 percent of the average board has technical expertise. How do directors ensure cyber literacy in the boardroom? Analyze your readiness to govern cybersecurity with a board gap analysis. Instead of looking to a CEO or CFO to fill your next vacancy, consider a CIO or CISO. Whatever you do, don’t sweep it under the rug. Cybersecurity is an issue that’s not going anywhere. It cuts across the entire business and approaching its governance with first-hand knowledge and expertise should be a priority. In other news, the SEC also considers softening climate disclosure regulations while Shell’s board of directors are sued in a first of its kind environmental lawsuit. And which matters more, stakeholders vs shareholders? The answer, as usual, lies somewhere in the middle. Is subsidiary board services the breeding ground for the next, more diverse generation of board directors? And finally, a new product may give shareholders of large funds a say on ESG and other matters.

February 02, 2023

If you want to see how activist investors can impact companies and boards, look no further than the news right now. Hindenburg Research, an activist short seller that targets companies to expose fraud and irregularities, set its sights on Adani Group, costing the Indian conglomerate tens of billions of dollars in a matter of days. Back in the U.S., Salesforce added three new board members amid continued pressure from activist investors calling for better cost control and leadership. As we gear up for proxy season, we’re sure to hear more from activists this quarter. The best defense against activist agitation? Good governance. How do you achieve that? Two words: Be Intentional. With your governance planning, with your short- and long-term strategies, and in determining what will truly create value in your organization. Model good culture and good relationships. Revisit our 2023 outlook for some advice on making intentional plans this year. In other news, practical advice on Proxy Season, and how to approach board/shareholder relations.

January 26, 2023

Reduction is in the news. Google, Amazon, and Microsoft all announced reductions in force that will result in approximately 40,000 people losing their jobs. Tim Cook of Apple, Jamie Dimon of JP Morgan, and now Sundar Pinchai of Google will all receive pay cuts. Whether reductions stem from overexpansion in the past or pre-emptive concern about the future, companies are rationalizing their cost structures to be in line with the times. Boards are never more valuable to their CEOs than when rationalization needs to happen. No one else can better help define the what, why, and how of the situation. Boards can listen, advise, respectfully debate options, and draw on experience and the information at hand to help guide decisions, actions, and communication. And boards should always ask the question: Is our response in keeping with our values and culture? And then provide oversight to help ensure that the answer is yes. In other news, Elon Musk is back in court defending tweets about taking Tesla private, activist investor Elliott Management seeks board representation at Salesforce, and Google’s bad week is compounded by an antitrust suit over ad tech.

January 19, 2023

This week, we salute 2023, a new year and a new opportunity for boards to have an impact. In the spotlight this week: Six actions you can take to strengthen governance, tackle the challenges of these uncertain times with confidence, and help prevent the kind of disastrous governance meltdowns we saw far too many of in 2022. In other news, Disney’s board goes on the defensive about its decision to bring back CEO Bob Iger while aiming to rebuff activist investor Nelson Peltz and his bid for a board seat. Apple agrees to audit its US labor practices at the SEC’s request, amid accusations of union busting. There are insights about ESG as a value creation strategy, how good governance can lead to better returns, and why board minutes should be treated as anything but perfunctory. Plus, learn the eight essential questions board members should ask before selecting a new chair.

January 12, 2023

Strong CEOs and founders can be visionaries and effective leaders. But we’ve seen some of the effects of key-person risk play out in business headlines over the past week. At Tesla, shareholders are demanding to see a succession plan as CEO Elon Musk continues to split time between two companies. WWE founder Vince McMahon is back in the boardroom, though only weeks ago the board was investigating legal claims against him for sexual harassment. And in China, billionaire Jack Ma is ceding control of Ant Group, Co. after longtime concerns over his dominance in the organization. These are all extreme cases, but many boards work hard to achieve balance in their relationship with the CEO. The keys to success? Trust, two-way communication, alignment on the mission and vision of the company, and a commitment to strong culture and oversight by the board are all important to maintaining balance in the boardroom universe.

January 06, 2023

Twitter, Tesla, and others provided food for thought and lessons in corporate governance in 2022, but no crisis hit home for consumers more than the Southwest scheduling debacle over the holidays. With thousands stranded in airports around the country, fingers pointed in all directions. While Southwest company leadership played a huge role in operational decisions (and lack thereof) that led to the meltdown, many also questioned the board’s role in preventing such a large-scale crisis. It’s no wonder crisis prevention is top of mind for many boards in 2023. Expect to hear more about it in the coming weeks.

December 22, 2022

Those who don’t learn from history are doomed to repeat it. Six years ago, Wells Fargo faced condemnation for defrauding retail customers by secretly opening unauthorized deposit credit card accounts. This week, they’re back in the news for misconduct surrounding auto loans and mortgages. Our guidance for boards is the same as it was six years ago: Information, independence, oversight, and the tone at the top are all critical for boards in helping companies act ethically and avoid scandal. In other news, Elizabeth Warren calls out Tesla’s board, Twitter downvotes Elon Musk, and Epic Games ordered to pay a half billion dollars by the FTC for violating the Children’s Online Privacy Protection Act.

December 15, 2022

Oversight really matters. The collapse of FTX and this week’s indictment of Sam Bankman-Fried is the latest example of what can go wrong without it. What’s the right amount of oversight and how do you achieve it? Start with the basics: Two-way communication between the board and the CEO, transparency, and honesty as non-negotiables. As always, trust, but verify. Overcommunication and collaboration are the building blocks of proper governance; access to information, benchmarks, and a regular cadence of check-ins all minimize the need to micromanage.

December 08, 2022

Shareholder activism. It can take many shapes, but activist investors have one overarching motive: Create more value for shareholders, faster. Maybe activists want to diversify board composition; maybe they want more (or less) focus on climate change; or perhaps they feel that selling a piece of the business is the fast track to more value. Regardless of the strategy and the end game, one thing is certain: All public companies are potential targets. Disney is the latest company to see shareholder activists circling–more on that below. And the era of universal proxy is sure to open the door to more attempted activism. A definitive guide to shareholder activism contains some valuable information and guidance for boards that want to be prepared. Our advice? If an activist is on your doorstep, listen carefully for good ideas and points of alignment. After all, value creation is a common goal and emphasizing that shared prize may make agreeing on a strategy easier than you think.

December 01, 2022

CEO succession planning is hard. Just ask Disney. Or Salesforce. Or Boardspan’s Board Performance Assessment Benchmarks, which show that across the many public, private, and nonprofit clients we serve, Management Succession Planning is the biggest challenge facing boards this year. Observers are beginning to ask how the Disney board can justify its costly about-face on supporting CEO Bob Chapek. The media reminds us that with the exit of Bret Taylor, Salesforce CEO Marc Benioff has now outlasted two hand chosen co-CEOs. Interestingly, a new study shows that companies whose boards have an executive chair, a role often filled by the former CEO, are significantly more profitable than those who don’t keep their former leaders close. Clearly the real magic comes when boards figure out how to get the valuable strategic input from a former leader, without overshadowing the newer executive.

November 17, 2022

Tesla, Twitter and Space-X CEO Musk is in the news again. And again. And again. While defending the Tesla pay package that made him the world’s richest man, Musk argued that he had nothing to do with the board’s decision and approval of the $50 billion option grant. The suit has been brought by an investor who alleges that the board did not have sufficient independence from Musk to arrive at such a decision independently. While on the stand, Musk and a Tesla director suggested that Musk is looking to a future in which he is not CEO of Tesla, nor of newly acquired Twitter. Musk made another round of headlines by sending a memo to Twitter staff, suggesting that anyone not enthusiastic about “working long hours at high intensity” should sign up for a severance package instead. In other news, Amazon is the latest to announce mass layoffs, while an activist investor presses Alphabet to pare back Waymo staff. Savvy boards are focused on the SEC’s new cybersecurity disclosure requirements and avoiding the very real costs of missing the mark on ESG.

November 10, 2022

Governance just keeps gaining in importance. New stats show that boards continue to diversify, with a greater percentage of women, underrepresented minorities, and first-time board members elected to public company boards than ever before. As they incorporate this new talent, boards are investing more in director onboarding and doubling down on their role as models and overseers of corporate culture. Meanwhile, Meta CEO Mark Zuckerberg, who benefits from a share structure that allows him majority control of decisions, accepts responsibility for layoffs of 13 percent or some 11,000 workers at the tech giant. Across the tech industry, lay-offs have claimed tens of thousands of jobs already this year.

November 03, 2022

Boards are getting younger! For a host of reasons, boards have seen more turnover lately, with average director tenure at Russell 1000 companies now just shy of eight years. As they seek new talent, many boards are bringing on younger directors, driving the average age down each of the past three years. In other boardroom news. Boardspan’s latest Board Performance Assessment Benchmarks reveal that boards generally feel confident in their performance on table stakes issues like Ethics & Values and Fiduciary Responsibilities, even as they recognize they have not performed as well on Management Succession Planning and ESG oversight. Meanwhile, Elon Musk remains in the headlines, as he follows up his acquisition of Twitter with a spate of executive dismissals and now the dissolution of the social media company’s board of directors.

October 20, 2022

Strategy. We live in a complex world - ever changing as technology, the C-Suite, and the board room all evolve. This complexity brings new expectations and conceptions of what high level governance looks like. Now more than ever, it is imperative for boards to strategize around future opportunities and risks in order to maximize talents and to elevate. In the news, a study conducted among the top 500 public U.S. companies reveals shocking data on the stark scarcity of female CEO-CFO duos. The DOJ targets directors serving on competing company boards resulting in resignations. And within the perspective of ESG, deciding where cyber security lives may not be an easy assignment. Also, how resilience in the board room can set firm practices regarding cyber governance oversight.

October 13, 2022

Attention to detail. Now more than ever, boards embrace additional responsibilities and handle impactful situations. In order to deeply engage, boards must be attentive to details. Whether dealing with controversy or analyzing to elevate, these specifics are key to high-level governance. This week, recent upheaval for Hockey Canada as the CEO and entire board resign following public outcries over scandal related allegations. A Delaware judge rules the acquisition deal of Twitter must close before the end of the month to avoid a trial. In other news, definitive proposals to change ESG disclosures call upon the use of three different regulators, “The Big Three”, and your board may have to report to them all. Also, learn which areas of expertise are considered core to your board as industry lines continue to blur. And how the SEC’s proposed cybersecurity rule may impact your board’s cyber governance oversight.

October 06, 2022

Cyber safety. Companies are now more vulnerable than ever, and boards continuously have this matter top of mind. With the increase of lawsuits and pending regulations, boards must remain cognizant of the risks. This week, an activist investor sues the directors of Meta (formerly Facebook), citing the prioritization of profit over public safety. The drama continues for Elon Musk’s negotiated acquisition of Twitter as the social media giant’s board approves Musk’s most recent proposal. Meanwhile, as regulatory guidance for cyber oversight and disclosure reporting unfolds, it is increasingly important for your board to define their role in active cyber governance. And the trend for senior in-house counsel provides more than legal compliance – they are charged with partnering with the board as the voice of the corporation.

September 29, 2022

Inclusivity. Boards in the U.S. and Europe have made strides toward diversity in recent years, yet much more can be done to improve representation and ensure that all voices are heard. A new study shows that boards that don’t simply diversify their ranks but actively promote inclusivity of all members see measurable performance benefits. Another report underscores how Latinos, America’s second largest demographic group, are vastly underrepresented on corporate boards. In this issue, we also learn how organizations can help funnel more women into executive leadership roles that pave the way to board service, and how well-intended promises to promote DE&I initiatives can backfire. In other news, a top federal cybersecurity official calls on boards to get even more serious about cyber oversight. Also, observers show how boards are linking compensation decisions to CEO succession planning.

September 22, 2022

People power. Organizations have long recognized that people, as in employees, make (or break) a successful business. Since the start of the pandemic and the Great Resignation, boards have increased their focus on workforce issues and are recruiting more HR talent to help them do so. HR execs claim 300% more public company boards seats today than they did just five years ago. Meanwhile, legal minds address the conservative attacks on corporate allegiance to ESG issues, arguing that companies can and should adopt sustainability measures in support of long-term shareholder value. In other news, a conservative activist investor pressures Apple and Disney to downgrade their ESG initiatives and stay out of politics.

September 15, 2022

Succession. You’ve probably heard that the HBO show of that name won best drama at the Emmy Awards this week for its portrayal of the turmoil around the succession plans for a family-owned media dynasty. A sign of the times? With CEO exits on the rise, there has never been more focus on succession planning and the board’s role in ensuring its organization has a well-considered plan in place. Among recent management shakeups, Peloton is in the news as its co-founder, executive chairman and former long-time CEO John Foley steps down alongside other executives as current CEO Barry McCarthy radically restructures the ailing fitness company. In other news, Twitter shareholders vote to approve Elon Musk’s takeover bid, even as Musk ties to back out and a former executive at the social media company appears before the Senate Judiciary Committee to discuss his claims that Twitter has not deployed adequate security for users. Meanwhile, several articles point to the importance of true diversity at the board level as a foundation for ESG.

September 08, 2022

ESG flare up. Shareholder proposals seeking to derail ESG efforts are growing more prolific and an observer says believers in science and climate risk should take the attacks seriously and counter them. Meanwhile, more than half of FTSE 100 companies now have a board-level ESG committee. In other news, Starbucks names a new CEO. Bed Bath & Beyond is faced with tragedy and evolving business operational concerns. BlackRock gets tough on over-boarded directors. And all signs point to boards getting closer to the Chief Information Security Officer, as the board’s cyber oversight responsibilities grow more significant.

September 01, 2022

Expedited evolution. More and more we see evidence that investors, regulators, employees and other constituents have come to appreciate the work of the board. They aren’t shy about holding boards accountable when things go wrong—and increasingly they are interested in how to help make things go right. It’s not surprising then to see this week’s calls for boards to be more transparent about board composition strategy and update their board refreshment policies. Board governance expectations are evolving, and fast! Meanwhile, layoffs and hiring freezes are trending as companies respond to inflation and a rapidly changing market. At retail, fast food, and warehouse and delivery companies unionization is also on the rise. In other news, Tesla CEO Elon Musk’s legal team seeks a delay in the lawsuit brought by Twitter to force him to complete his acquisition of the company, citing new evidence from a whistleblower complaint about security practices, even as both sides issues subpoenas to a who’s who of the Silicon Valley elite

August 25, 2022

ESG backlash? As boards embrace ESG and discuss what it means for their particular organization to appropriately address Environmental, Social and Governance concerns, some of the biggest proponents of corporate commitment to ESG initiatives are receiving a different message from legislators and regulators in energy-rich states. Several states have targeted asset managers like BlackRock that play an outsize role in focusing corporate attention on greater board diversity, lower emissions, and other ESG initiatives. Texas now bans state pension funds from working with financial firms that “boycott” fossil fuels, while Florida blocks state entities from investment strategies that value other criteria above ROI. Meanwhile, the Twitter acquisition drama continues as Tesla CEO Elon Musk’s legal team subpoenas former Twitter CEO Jack Dorsey for potential information on spam accounts, while current Twitter CEO Parag Agrawal pushes back against a whistleblower claim about security practices that could bolster Musk’s case. CEO succession planning is in the news, with stats that reveal some 49% of boards have not identified an internal successor; the good news is that the article (below) offers some good advice for ensuring your board has the information needed for successful succession planning.

August 18, 2022

Gender matters. New research from Europe, where board gender quotas were implemented a decade ago in several countries, shows the widespread impact of diversity at the top. European private equity firms have been slow to join diversity efforts, but are getting on board. Meanwhile, activist investors are making their presence felt across industries, with Dan Loeb taking on Disney, hedge fund Equinox targeting mining company boards, Elliot Management urging changes at Cardinal Health and London’s Bluebell Capital Partners demanding board changes at French luxury goods holding company Richemont. Shareholders are also vocal these days and the latest tally shows a record 924 ESG-related proposals during this year’s proxy season. It’s not a bad time to read the article below that illustrates six ways board members can stay engaged and have a positive impact on the companies they serve.

August 11, 2022

Learning from the data. i) Refreshing Idea: A new report shows that boards aren’t relying on policies to dictate mandatory retirements, but instead employing assessments—of overall board and committee effectiveness and individual director contributions—to rethink and shape their composition. ii) Diversity Downshift: Another report suggests that when companies struggle to achieve expected profits, boardroom diversity observably stalls., iii) Powerful Pay: To impact ESG goals, studies show European boards are tying executive pay to outcomes, an idea U.S. firms are adopting more slowly…. The numbers also tell us that industries that experienced the most difficulty retaining employees are beginning to have an easier time hiring and retaining workers.

August 04, 2022

The boardroom redefined. The role of the chair, and really of the whole board, is seeing dramatic change, and a Deloitte memorandum catalogues the ways. Hint: Chairs (and boards) are more involved than ever; stakeholders expect more; climate change must be addressed; crisis management is ongoing; and more. (If you’re interested in serving as Chair someday, you’ll want to read the leading practices they suggest for becoming a board leader.) Talent, which previously got little board attention, is now a primary concern for many boards, as are the best ideas for retaining employees. Shareholders, aiming to see true DEI in action, are asking for transparency around hiring data for women and underrepresented minorities, and Nike is the latest to publicly commit to share this info. Back to the role of the chair: A shareholder lawsuit accuses Oracle of overpaying by $3 billion in a recent acquisition and observers are curious to learn more of Larry Ellison’s response that he, while Chair, was not involved in discussing the $9.3 billion acquisition.

July 28, 2022

Probing scandals. WWE founder and CEO Vince McMahon exits the wrestling entertainment company as the SEC and federal prosecutors reportedly investigate $14.6 million in alleged payments to settle claims of sexual misconduct. The collapse of WorldCom, two decades ago, is dissected for lessons that can still be learned. A new survey shows the long-term lack of racial and ethnic diversity on boards has, since 2020, begun to be addressed. Meanwhile, leadership changes are in the air as Volkswagen announces its CEO is being forced out and an Instacart co-founder plans to exit his role as executive chair after the company goes public. An investor presses J&J to split its joint chair and CEO role into two.

July 21, 2022

As the demands on board members continue to grow, more boards apparently see the benefits of having two leaders: A CEO and a Lead Independent in the Chair role. Fewer boards now opt for a dual CEO-Chair structure, according to a new study from the Conference Board. Meanwhile, Twitter gets the October trial date it asked for as it seeks to force Tesla CEO Elon Musk to complete his acquisition of the social media company, after a judge ruled against a delay proposed by Musk. Tesla is also in the news as ISS recommends shareholders vote against re-election for two Tesla directors who sit on the Nominating & Governance Committee. And the SEC reverses a recent policy change concerning proxy advisory firms to reduce corporate influence on proxy advice.

July 14, 2022

No escaping politics. CEO advocacy of political causes, once unheard of, has become routine, with executives frequently announcing boycotts of states and nations whose laws and actions don’t align with their values. Now political activists are urging CEOs and corporations to take a stand on abortion rights, pressing them to share their plans for ensuring abortion access for all employees or calling out those who don’t immediately articulate a plan. Meanwhile, Twitter sues Elon Musk to force him to complete his $44 billion acquisition of the social media company. Gap CEO Sonia Syngal steps down and will be replaced by Executive Chairman Bob Martin. The Wall Street Journal takes readers into the world of a Fortune 500 board member and reveals how she has built her confidence and who she turns to for advice.

July 07, 2022

Feeling the heat. Pressure from employees, consumers, shareholders and more is encouraging boards to invest more time and resources in climate risk oversight. The SEC’s new climate disclosure proposal is drawing a lot of attention from supporters and critics alike, and receiving record number of public comments. And ESG issues continue to gain shareholder support following a record-breaking proxy year in 2021. With the increased shareholder interest across many topics, its not surprising that some boards now explicitly seek new skill when recruiting directors: shareholder engagement. In other governance news, Tesla investors ask the SEC to investigate the company’s plan to shrink the board and retire the seat of an independent director.

June 30, 2022

Tectonic shifts. Ongoing ripples of the pandemic combined with the current inflationary spiral is unleashing more disruption on multiple fronts. Activist investors continue to gain ground: taking seats on the board of Toshiba, causing a restructuring of management at Dollar Tree, and pressuring Zendesk into a sale at a price that was unthinkable just months ago. CEO turnover is on the rise, too, with changes announced at Bed Bath & Beyond, Pinterest, and Brazil’s Petrobras this week. A bright spot for stability is at Disney, where Bob Chapek retains the board’s support. Among the issues facing management and boards everywhere is remote work policies; the CEOs of both IBM and Yelp this week underscore their commitment to a new landscape that does not include everyone returning to the office.

June 23, 2022

Trouble ahead? A majority of CEOs surveyed believe a recession is nearing or, in some locations, already here. The tech sector seems to concur: 95 companies in what had been a high-growth industry have laid off some 48,000 people so far this year. As the economy slows down, so too has investor support for ESG efforts, with shareholders voting down a greater percentage of sustainability-related proposals this year than last. Elon Musk dominates the news this week, as Tesla shrinks its board with the departure of Oracle founder Larry Ellison; SpaceEx fires employees who aimed to bring criticism of Musk to management; and the Twitter board recommends that shareholders vote in support of Musk’s acquisition of the social media platform.

June 16, 2022

The great rethink. Succession planning has new meaning in a world forever altered by the Covid-19 pandemic. Boards that value diversity may reevaluate progress as a new study shows that white male voices continue to dominate in diverse boardrooms. Increasing stakeholder demands for transparency and progress around ESG issues have more corporations considering the relationship of corporate goals and ESG metrics. Meanwhile, in a push to attract top talent and to get ahead of state regulations, Microsoft will disclose salary ranges for open positions. And amid an uptick in public companies going private, regulators consider governance changes to increase transparency.

June 09, 2022

Where business meets politics. Activist shareholders are widening their scope, from recent proposals targeting topics like diversity, pay equity, and climate change, to bring one of the most contentious political issues directly into the corporate sphere: At least three shareholder proposals are pressing major retailers to disclose the risks and costs associated with restricted access to abortion for their employees. Meanwhile, a recent study shows that women make up a quarter of executives at S&P 500 companies yet hold only 1% of company share value or about $9 billion worth, compared to the $770 billion worth of company shares held by their male counterparts. Starbucks announces its CEO search will include no internal candidates. And observers suggest that boards will need to stay focused on supply chain issues as they help guide companies through challenging times ahead.

May 26, 2022

Is volatility the new normal? Boards are no longer bracing for the unprecedented – they must now navigate a landscape where turmoil is standard. Recent surveys show that the global economy slowed in May due to an array of factors including supply chain disruptions, spikes in COVID-19, geopolitical conflicts, and more, while CEOs see gloomy days ahead. Meanwhile, investor expectations continue evolving: a study finds that three out of four investors expect executive compensation to be tied to progress on ESG issues, and shareholders continue to vote against overboarded directors. In other news, Jack Dorsey steps off the Twitter board as Elon Musk says he is lining up more equity financing to complete his acquisition, possibly from Dorsey himself.

May 19, 2022

Not by laws alone… California’s board diversity legislation may have been overturned, but it has already changed the landscape and we expect boards to continue their diversification efforts. After all, shareholders, consumers, stock exchanges and legislators in other states continue to demand board diversity. Meanwhile, median CEO pay at large corporations, fueled by equity awards, increased to a record $14.7 million in 2021. Intel joins the ranks of companies whose executive pay proposal earned a “No” vote; shareholder advocacy group As You Sow reports that last year, shareholders rejected 16 compensation proposals. The Moderna board faces scrutiny after several high-profile executives have come and gone in quick succession, including a newly appointed CFO who exited after just one day on the job—observers question whether the board is practicing appropriate diligence and oversight around senior hires.

May 12, 2022

Reality check. Big Oil is bracing for a slew of climate-related shareholder proposals, as activists seek to challenge organizations not only around climate risk disclosure but also for not incorporating sustainability or adhering to promised objectives. Daniel Loeb continues to press Shell to split up the company, separating its renewables and liquified natural gas from its legacy fuel business. In other governance news, a study on CEO pay shows a 19% increase in 2021; about half of the companies in the study tie progress toward ESG metrics in compensation plans. And while the U.S. job market was on the up in April, the tech industry is undergoing a wave of layoffs and restructuring, as market volatility kicks in and money flows less freely.

May 05, 2022

Power in numbers. The amount of shareholder proposals concerning ESG issues continues to skyrocket, as investors express a wide range of concerns; companies are increasingly pressed to address key topics such as climate change, racial equity, and employee wellbeing, and are making changes as a result. With the leaked Supreme Court draft opinion signaling a potential overturning of abortion rights, companies can expect more pressure from shareholder activists seeking policy changes to protect women’s rights. Already Walmart, Lowe’s and TJX face shareholder proposals concerning employee access to abortion. In other governance news, a recent report finds that 43% of Fortune 500 board appointments in 2021 were first-time directors, and 45% of them were women. And Hasbro feels the heat as activist investors join forces in an ongoing proxy fight with the toy company.

April 28, 2022

Beyond the law. Pressure to diversify boards remains strong, even in the absence of laws requiring it. Following the verdict that overturned one of California’s board diversity laws, shareholders are demanding more diversity on the boards of Alphabet and Wells Fargo. In the U.K., a non-governmental financial regulator is requiring boards to disclose diversity metrics and provide explanations for missing the regulator’s targets, which are not legally binding. Shareholder activists, who have successfully moved the dial on climate disclosures with their well-oiled campaigns, have so far been unable to convince Warren Buffett to provide the data they want on Berkshire Hathaway, and are launching another proposal, sure to be defeated, given Buffett’s super-voting rights. Still, new research from BlackRock finds that even a losing resolution, if it receives 30-50% of the vote, can prompt a company to consider and respond to the issues raised. And A.I. oversight is a governance topic of growing importance – is it on your boardroom agenda?

April 21, 2022

Not quite there yet. While recent regulatory proposals and investor demands emphasize the need for boards to fully embrace ESG, a new survey finds that some 70% of directors don’t believe they are effectively incorporating ESG into strategy. A bright note: Mastercard announces it will now link all employee bonuses to ESG initiatives in a program that was first introduced to compensation plans for senior executives. Meanwhile, researchers studying board diversity find that, largely due to investor interest in ESG, diverse boards attract more capital. In other governance news, CalPERS is set to vote against Warren Buffet as chairman of Berkshire Hathaway, arguing that it's time for an independent chair. Meta shareholders are being asked to vote against the re-election of two board members, and instead vote to nominate two independent directors. After shareholders voiced concerns over high injury rates among workers of color, Amazon will conduct a racial equity audit. And Twitter, in response to Elon Musk’s activity, adopts a poison pill in an effort to keep the Tesla CEO at bay.

April 14, 2022

Under pressure. While institutional investors continue to push on ESG concerns, many boards are still working toward concrete ESG metrics and disclosure requirements. Observers say now is the time to get on top of investor expectations and ensure your board can withstand potential scrutiny around ESG oversight. In other governance news, Elon Musk, who has decided against joining the board of Twitter and is being sued by the social media giant’s shareholders over an alleged failure to disclose his stake in a timely manner, has now offered to buy Twitter for $43 billion. And Starbucks, which has been facing a cross-country wave of unionization efforts, considers new employee benefits for non-union workers.

April 07, 2022

Uncertainty. The SEC, which is increasingly attuned to cyber risk, unveils a new proposal to significantly increase disclosure requirements, including the board’s role in cybersecurity assessment and management. With proxy season approaching, a major California pension fund announces it will vote against entire slates of directors at organizations that do not have gender-diverse boards and adequate ESG objectives. Meanwhile, Elon Musk, after purchasing a large stake in Twitter, joins the social media giant’s board. Kohl’s continues to face activist investor pressure; a recent open letter to the board rails against company leadership for refusing to sell and claims the board has “eroded its credibility with shareholders.” And a judge rules that AB979, the California law requiring companies to have at least one board member from an underrepresented minority, is unconstitutional. While this notches a win for the conservative group that also seeks a repeal of California’s women on boards law, it remains to be seen whether the state will appeal. Still, as similar laws and regulations are considered elsewhere, the question remains: What does this mean for director diversity initiatives?

March 31, 2022

Total embrace. If there’s one thing companies, investors, regulators and board members all have on their near-term radar, it is ESG. In a roundup of proxy season trends offered by The Conference Board, every one of the six activities identified is ESG-related. Commentary on last week’s SEC proposal on climate disclosures makes the case that attention to ESG is here to stay as a long-term feature of corporate governance. Even activist investor Carl Icahn is using the tools of his trade to tackle ESG: threatening to revamp the Kroger board in a bid to ensure better animal welfare practices and reduce the pay gap between the grocery giant’s CEO and workers. BlackRock, like other asset managers, also continues to push ESG-related issues and this year puts extra emphasis on the “G,” prioritizing board effectiveness. Meanwhile, a new study answers a long-standing governance question: What’s the optimal tenure for board members?

March 24, 2022

Two words: Climate and cyber. Both are getting increasing attention in the boardroom. Climate disclosures, still voluntary for many firms, may soon be required as the SEC proposes rules that would require companies to disclose emissions and the impact climate change has on their business. At the same time, proxy advisor Glass Lewis says many boards, responding to shareholder pressure, are widening executive compensation metrics to include performance on environmental and social issues. We are also hearing from more boards looking to ensure they have appropriate climate expertise among their membership. Meanwhile, cybersecurity continues to be a hot topic, especially after President Biden’s recent suggestion that U.S. business leaders need to be prepared for the possibility of Russian cyber attacks. In this issue, we include guiding questions for boards looking to prioritize security during this time of geopolitical unrest.

March 17, 2022

Ready or not… A shareholder suit accuses the board of Shell of failing to properly prepare the company for a transition to green energy in line with the Paris Climate Agreement, in the first case we’ve seen of directors being held accountable for preparing to meet net-zero milestones. Meanwhile, the Big Four accounting firms face scrutiny by the SEC, which is investigating whether their consulting and non-audit services pose conflicts of interest that would impact the integrity of their financial audits. The European Union has drafted legislation that would require public companies to appoint at least 40% women directors, while a new report shows the California women on boards law pushed the percentage of women directors from 15% to nearly 30% in just three years. As the invasion of Ukraine has prompted many businesses to pull out of Russia and/or extend support to Ukraine, we link to some guiding questions boards can ask as they consider their organization’s involvement

March 10, 2022

Troubled times. The Russian invasion of Ukraine has shifted global dynamics and economics at lightning speed. Goldman Sachs is now officially the first major Wall Street bank to announce it is exiting Russia. Moreover, coming on the heels of the pandemic and amid growing inflation, the geopolitical crisis has boards laser-focused on strategic thinking about potential repercussions for their organization. This week, we feature a few good ideas for navigating these challenges, plus a reminder to redouble the board’s focus on cybersecurity at a time when hacking is increasingly being used as both a political and financial weapon. Meanwhile, the ongoing labor shortage has companies and their boards seeking new ideas for retaining talent.

March 03, 2022

High-impact times. While all eyes are on the Russian invasion of Ukraine and its global ripple effects, boards are also focused on inflation. For many directors, this is a first time leading through inflationary times. This issue offers guidance on how boards can tackle the most critical aspects of an inflationary environment to address both short-term and long-term needs. In other governance news, public opinion and sanctions against Russia have prompted a number of board changes, with former European heads of state leaving the boards of Russian companies, as Russian oligarchs are ushered off the boards of non-Russian companies. Activision Blizzard and its directors face a shareholder suit claiming conflicts of interest in the sale to Microsoft. Tesla CEO Elon Musk and his brother are being investigated by the SEC for potentially violating insider-trading rules.

February 24, 2022

Global impact. All eyes are on Ukraine today, as Russia invades and Western nations calculate their response. The impact, economists affirm, will be felt on a global scale, in a world already grappling with inflation, supply chain issues, and other challenges. In governance news, European corporate matters have been top of mind with a recent EY survey noting European professionals find that boards are slow to integrate ESG into strategic planning, even as stakeholders clamber for companies to make greater commitments to environmental and social concerns. Stateside, some companies are considering adding a new C-suite role of Chief ESG Officer to champion the issues and keep activist investors at bay. Directors at Activision receive subpoenas as the California Department of Fair Employment and Housing seeks to understand more about the company’s workplace culture. And legendary activist investor Carl Icahn is involved in an unusual proxy battle as he agitates for better animal husbandry by McDonald’s.

February 17, 2022

Welcome to the evolving governance landscape: While 2021 featured a record amount of social- and environmental-related investor proposals, revised SEC guidelines will likely mean even more such proposals in the upcoming proxy season. Asset manager State Street unveils new guidance on board oversight of human capital management, a hot boardroom topic. In other governance news, the U.S. Chamber of Commerce is standing up for Big Tech as the behemoths face increased antitrust enforcement from the FTC. Proxy firm ISS recommends a “no” vote on Apple CEO Tim Cook’s $99 million compensation package. Kohl’s and US Foods both face continued pressure from activist investors who want to see board changes. And a study from Stanford’s Graduate School of Business finds that staggered boards, which reduce the likelihood of CEO ousters, might be beneficial for smaller technology companies.

February 10, 2022

The Great Resignation ... or the Great Upgrade? While millions have recently resigned, many aren’t truly leaving the workforce – economists at Goldman Sachs show that many are upgrading their careers instead, by leaving unsatisfying jobs and employers for better and more balanced work experiences. Boards trying to guide organizations through this complex phenomenon are adding new directors with talent management experience at record rates. Companies, too, are changing their tune on talent to stay competitive: Amazon is reportedly more than doubling its maximum base salary for corporate workers to $350,000. In other governance news, State Street’s new proxy voting guidelines take on overboarded directors and push Nom & Gov committees to evaluate director effectiveness and outside time commitments. Meanwhile, Peloton replaces CEO John Foley, overhauls its board, and cuts 2,800 jobs. Kohl’s, in an attempt to ward off activist investors, implements a poison pill strategy.