Across the Board
CEO Pay Keeps Climbing, But the Rules Are Changing
Equity awards are driving executive compensation higher, while investors increasingly scrutinize unusual payouts and boards face new questions over executive security
“The rise in CEO compensation has come much more through equity and incentives than salary. Since 2021, median base salary has increased by about 16% in both indexes. Over the same period, median performance-award value increased by 51% in the Russell 3000 and 46% in the S&P 500. Time-based RSA/RSU value rose by 57% and 38%, while nonequity incentive compensation increased by 22% and 31%. Salary remains comparatively constrained because an increase raises fixed compensation on an ongoing basis. Equity gives committees more room to increase potential value while retaining vesting and performance conditions. That accounting distinction matters as equity makes up more of the package. Headline compensation is increasingly shaped by the grant-date value of equity rather than fixed cash pay, while realized value may ultimately be higher or lower. Grant timing and award design therefore matter when comparing one year with another…. Shareholder support strengthened in 2026…. Taken together, the results suggest that pay level alone is not driving broad shareholder opposition. Performance context matters, but heavier scrutiny is concentrated around unusual awards that are harder to explain or appear out of step with shareholder returns. Investors are then more likely to ask why the award was needed, how demanding the conditions are, and whether the regular program was inadequate…. Executive security is drawing greater attention as risks to senior corporate leaders become more visible.... Once costs reach this scale, boards need to be clear about what is being provided for business and security reasons, what constitutes personal benefit, how the value is disclosed, and whether the arrangement is reviewed periodically. The broader market story remains the rapid spread of security itself, not the handful of multimillion-dollar disclosures.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
AI's Safety Brake: Who's Willing to Pull It?
Researchers are sounding the alarm over increasingly powerful AI models, but industry leaders remain divided over the appropriate response
“A growing chorus of AI researchers, including teams from OpenAI and Anthropic, is urging a slowdown in the development of powerful models, citing an intensifying risk of catastrophic outcomes…. The urgency of these warnings has been amplified by a newly released, state‑funded U.S. government report that labels AI an ‘extinction‑level threat’ to humanity and urges decisive action to mitigate it…. Industry positions are sharply divided. Meta and IBM announced the formation of an ‘AI Alliance’ that promotes an open‑science model for AI development, positioning themselves against rivals such as Google, Microsoft, and OpenAI, which favor more closed or controlled approaches…. The broader context reflects rapid advances in AI capabilities that have outpaced existing safety frameworks, prompting fears that self‑improving systems could become uncontrollable…. Despite the convergence on risk, significant disagreement persists over how to address it…. The timeline for implementing regulatory measures, both at the federal and state levels, remains uncertain, and the effectiveness of proposed independent reviews has yet to be tested.” BLOOMBERG
Biotech Takes the Back Door to Wall Street
Reverse mergers are surging as biotech start-ups find a faster, more predictable path to public markets, even as traditional IPO activity rebounds
“The number of biotech companies going public through reverse mergers has risen almost sixfold this year, as promising start-ups take advantage of struggling groups on the Nasdaq to fast-track their stock market debuts. Twenty-three biotechs have announced they are pursuing reverse mergers this year, according to investment bank William Blair — up from four last year. That surge has come despite a revival in biotech IPOs, which have also risen to 23 this year, from 12 in 2025…. Lawyers and biotech executives said some companies were choosing reverse mergers even as the IPO market picked up, attracted by their relative speed and greater certainty over financing. Unlike a listing, where investor demand and pricing can be unpredictable, reverse mergers allow biotechs to agree valuations and secure financing upfront.” FINANCIAL TIMES
When Shareholder Warnings Go Unheeded
Meta's $5 billion privacy penalty raises questions about whether boards are paying enough attention to risks flagged by investors
“Much has been written about the significance of the $5 billion historic penalty and privacy reforms imposed by the FTC on Meta, but press surrounding the incident rarely references the fact that this risk was something shareholders had already warned management about through shareholder filings…. However, the very next year the FTC fined the company $5 billion and required it to establish an independent privacy committee with unfettered control over decisions affecting user privacy. The order required the company to designate compliance officers who will be responsible for Facebook’s privacy program and will report to the new Board privacy committee and can be removed only by that committee. In an ironic twist the FTC order enhanced the demands of the 2018 shareholder proposal but with a $5 billion fine attached.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
BP at a Crossroads, Again
A new CEO, an ousted chairman and mounting activist pressure set the stage for BP's next strategic reset
“BP said it would update its strategy in December, giving new Chief Executive Meg O’Neill her first opportunity to outline her vision for the British energy major to investors. O’Neill has headed up the company since April this year and inherited a strategy that re-prioritized its traditional oil-and-gas business while paring back spending on renewable energy. Pressure on the company increased when in February last year activist hedge fund Elliott Management took a stake in it…. The board removed Chairman Albert Manifold just weeks into her tenure after it received whistleblower reports that he was bullying and verbally abusive toward staff…. Now O’Neill will have the opportunity to set out what she thinks BP should be, where the company will spend its money, and how it will make decisions on which projects to progress.” WALL STREET JOURNAL
Bumble Swipes Right on Going Private
After losing 90% of its stock value since its 2021 IPO, Bumble agrees to a $1.3 billion take-private deal amid declining users and revenue
“Austin-based dating app Bumble Inc. is being acquired by an investment firm in a $1.3 billion deal that will take the company private. The move comes as online dating companies face a significant downturn in users. The company, whose stock has dropped 90% since going public in 2021, will go private in a deal that values Bumble at $6.05 per share…. The buyer is California-based Ithaca Holdings LLC, a technology- and media-focused investment firm…. In August, Bumble reported a more than 15% year-over-year drop in revenue to $210.5 million and a net loss of $127.9 million for the quarter ending June 30.” YAHOO FINANCE
