Across the Board
White Men in the Minority as US Boardrooms Enter New Era
In another sign of board changes, more than a dozen S&P 500 companies currently have boards that are majority-led by women
“White men no longer make up the majority of board seats at the largest US companies, a historic shift reflecting decades of pressure to diversify the upper ranks of corporate leadership… For the first time, women and non-White men hold just over half, or 50.2%, of the more than 5,500 board seats at S&P 500 companies. That compares with five years ago when White men accounted for almost 60% of the directorships. The question now is whether the shift is a short-term blip or becomes an embedded adjustment in the makeup of the people who oversee companies. The milestone also comes as political and legal attacks on diversity, equity and inclusion efforts are intensifying." BLOOMBERG
UnitedHealth Group Is Under Criminal Investigation for Possible Medicare Fraud
Company’s stock has declined over financial performance and the sudden replacement of the CEO
“The Justice Department is investigating UnitedHealth Group for possible criminal Medicare fraud, people familiar with the matter said. The healthcare-fraud unit of the Justice Department’s criminal division is overseeing the investigation, the people said, and it has been an active probe since at least last summer. While the exact nature of the potential criminal allegations against UnitedHealth is unclear, the people said the federal investigation is focusing on the company’s Medicare Advantage business practices.... UnitedHealth is seeking to recover from a meltdown of its stock over its financial performance and the sudden replacement this week of its chief executive officer, Andrew Witty, with its chairman and former CEO, Stephen Hemsley. UnitedHealth’s stock has declined by more than 50% over the past month.” WALL STREET JOURNAL
Kohl’s Board Member Resigns, Adding to Retailer’s Turmoil
A Kohl’s board member resigned this week over disagreements about the retailer’s governance, adding extra turmoil to a management team upended by the termination of former CEO Ashley Buchanan
“In a filing Friday, Kohl’s said the resignation of Christine Day from its board was due to disagreements over how the company responded to recommendations from a shareholder advisory firm on executive pay and board procedures. A day earlier, Kohl’s had said that Day’s departure wasn’t due to any disagreements related to company operations, policies or practices. According to emails included with the filing, Day took issue with the earlier characterization of her departure. ‘There is simply no way the board could have interpreted my resignation as having no conflict issues. This was a deliberately selective edit,’ Day said in an email…. The acrimony adds more pressure to a retailer that’s struggling to turn its sales around following years of intense competition and changing consumer behavior. On May 1, the Kohl’s board announced the firing of its CEO, Ashley Buchanan, only months after he was hired, after determining he had directed millions of dollars of business to someone he has had a personal relationship with, without disclosing the relationship.” BLOOMBERG
Tesla’s Board Chair Made $198 Million Selling Stock as Profit Fell
Robyn Denholm sold Tesla stock in recent months while Elon Musk, the chief executive she oversees, worked for President Trump and alienated many car buyers
“In March, after a steep decline in Tesla’s share price, Elon Musk told employees, ‘Hang on to your stock.’ The chair of Tesla’s board, Robyn Denholm, has not heeded his advice. Ms. Denholm has made $198 million in the past six months selling Tesla stock that she earned for serving on the board… That brings her total profit on the sale of Tesla stock to more than $530 million since becoming the board’s leader in late 2018, far more than her peers have made at the most valuable U.S. companies during that time…. ‘To dump her stock, it doesn’t send a message that this is a board chair who is invested in the future of the company,’ said the New York City comptroller, Brad Lander, who oversees the city’s five public pension funds.” NEW YORK TIMES
Five Ways Public Companies Can Prepare for Shareholder Activism in Times of Turbulence
There is no free pass from activism during periods of significant market disruption, even where the primary drivers are macroeconomic and outside the company’s control
“Through the first few months of 2025, the drumbeat of activist campaign launches has surpassed the highs of recent years.... It is critical that companies update and tailor their activism preparedness and response programs to address the current threat landscape. To help companies prepare in the current environment, here are five steps to consider: Dust off your ‘on the shelf’ poison pill…. Update your vulnerability analysis…. Consider bylaw amendments to reflect recent developments…. Solicit regular and meaningful feedback from shareholders…. Be prepared for more “withhold-the-vote” and other off-cycle campaigns….” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
How Boards Support Transactions in an Unpredictable Deal Market
Strategically distributing responsibilities across various board committees enhances comprehensive evaluation and oversight of transactions
“The deal market has become much more complex and uncertain in a short time. The start of 2025 saw exceptional enthusiasm for a robust deal market. An EY survey of CEOs in the final months of 2024 found that nearly all CEOs (96%) anticipated pursuing some form of a transaction in 2025. However, over the first quarter, a number of headwinds have diminished the excitement. In the near term, the continued reshaping of global trade, driven by protectionist trade and industrial policies with populist influences, have led many to question whether the deals they hoped for would materialize. Nonetheless, there are reasons to be optimistic. Key deal drivers are not going away.” EY
Ackman Quits Universal Music Board
Ackman was named executive chairman of Howard Hughes’s board after his firm boosted its stake in the real estate company to nearly 47% earlier this month
“Billionaire Bill Ackman resigned from the board of Universal Music Group NV, the world’s largest music company, citing obligations arising from his recent investments. The Pershing Square Capital Management founder faces ‘increasing demands on his time’ from other commitments, including his recent appointment at Howard Hughes Holdings Inc., his firm said in a statement… Universal Music, which is the label for artists including Taylor Swift, had in recent months resisted Ackman’s push to move its domicile and delist it from Euronext Amsterdam. Pershing Square sought a US listing, saying it would substantially increase the valuation of the shares. The record label plans a secondary listing in the US by September in order to fulfill an agreement with Pershing Square, Universal Music said in January.” BLOOMBERG
The Unraveling of the King of Davos
A stunning fall from grace for World Economic Forum founder Klaus Schwab came amid threats against board members and allegations of financial impropriety
“For decades, Klaus Schwab ruled over Davos like royalty. That reign ended when he hit ‘send’ on an email to World Economic Forum trustees on a recent Friday afternoon. Schwab was seemingly headed for a graceful exit from the organization he founded more than a half-century ago, after a 2024 investigation by The Wall Street Journal exposed evidence of a toxic culture at the Forum for women and Black employees. But by Friday, April 18, the trustees’ audit committee recommended opening a probe into a new wave of whistleblower allegations against Schwab and his wife, Hilde. Incensed, Klaus Schwab fired off a two-paragraph message to the board’s audit committee, threatening trustees with an investigation into how they were carrying out their duties and accusing them of risking the future of the organization… The bombshell email was aimed at stopping trustees from responding formally to accusations that the Schwabs for years had improperly intermingled their personal finances with the well-endowed nonprofit’s accounts. Instead it backfired….” WALL STREET JOURNAL
Harley-Davidson Scores Victory in Board Battle
CEO Jochen Zeitz and three other directors survive shareholder vote
“Harley-Davidson beat back investor H Partners' proposal to remove three directors, including the CEO, the company said in a statement. The victory for Harley comes roughly one month after H Partners, the second-largest investor in the motorcycle maker with a stake of 9.1%, stepped up its campaign to immediately push out Jochen Zeitz, who has run the company since 2020…. Proxy advisory firm Institutional Shareholder Services, whose recommendations often influence how shareholders vote, said H Partners failed to make ‘a compelling case for change’ and urged investors to elect all of the company's directors. H Partners has criticized the company for declining sales and a falling stock price and has pushed to replace Zeitz with an external candidate. Zeitz is expected to retire this year but has said he would stay until a replacement was found.” REUTERS
Boards Focusing On Succession Planning In 2025
Succession planning is taking center stage in boardrooms in 2025, with more directors than ever identifying it as a top strategic priority amid rising executive turnover and mounting leadership pressures
“In the annual survey of more than 200 U.S. public company directors, just over a third (34 percent) identified CEO and C-Suite succession planning as a top company priority for 2025, ahead of other pressing issues such as AI adoption (27 percent), workforce planning (26 percent), cybersecurity enhancements (25 percent) and navigating geopolitical risks (10 percent). Additionally, CEO succession planning ranked third on the list of topics directors wanted to discuss in their next board meeting. Only M&A activity and growth strategy ranked higher... While succession planning is one of 2025’s core boardroom concerns, it’s also seen as one of the most challenging. The report revealed that three in 10 directors see succession planning at the CEO and senior executive level as one of the most difficult aspects of their role, second only to ‘strategy’ in terms of this year’s key challenges.” CORPORATE BOARD MEMBER
Ransomware and the Board’s Role
Ransomware attacks are increasingly making global headlines as the ransomware as a service ecosystem evolves, attack methods become more sophisticated and ransom demands escalate
“The proliferation of ransomware attacks has become a significant concern for companies, as threat actors continually refine their strategies to maximize impact and profit... Boards will want to engage with management to make sure they are strengthening their cybersecurity measures and resilience planning capabilities to defend against the threat landscape and adequately preparing for a potential ransomware attack.... Organizations that invest in proactive preparation seem to fare better when an attack happens by having a more coordinated and rehearsed plan with clear accountability and decision-making which can reduce operational downtime and financial loss. To effectively prepare for a ransomware attack and engage in meaningful discussions with management, board members can focus on several key topics and questions. These discussions should aim to assess the organization’s preparedness, response capabilities and overall cybersecurity strategy." HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
The Evolving Role of the CHRO in the Boardroom
Boards expect CHROs to be capable of linking workforce investments to shareholder value
“The role of the CHRO in the boardroom is undergoing a structural evolution. Once defined primarily by administrative HR expertise, the CHRO position is now increasingly expected to function as an enterprise leadership role—engaging deeply in business strategy, risk oversight, organizational transformation, and governance.... A pivotal moment in this shift was the COVID-19 pandemic, which forced companies to rethink workforce management, employee well-being, and organizational resilience. The crisis accelerated digital collaboration, reshaped workplace flexibility, and heightened focus on employee mental health.... Notably, 66% of corporate secretaries surveyed expect CHROs to become moderately or significantly more engaged with their board over the next three years, while only 2% anticipate any decline. Three key forces are driving this shift: 1. Generational workforce shifts... 2. AI and automation’s business and workforce impact... 3. Political, legal and regulatory uncertainty...” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
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