Across the Board
Governance Overhaul at Ben & Jerry’s: Three Directors to Exit
Directors with over nine years of service, including chair Anuradha Mittal, set to step down by 2026
“Ben & Jerry’s plans to set a term limit for directors in a move that would push three members off its independent board…. The Vermont brand plans to implement a new guideline for board directors that caps their term to nine years…. The change follows years of friction between Ben & Jerry’s and its parent Unilever, before the spinoff of Magnum. Unilever and the independent board clashed on decisions to take public stances over geopolitical issues, particularly the Israel-Gaza conflict. One of the directors affected by the term limit is the chair of the independent board, Anuradha Mittal, who has been on the board since 2007.... She was previously deemed no longer suitable for the board of Ben & Jerry’s by Magnum, which was publicly disclosed in early November. At the time, Magnum said she no longer met ‘the criteria’ to serve after investigations by external advisers…. Two other board members, Daryn Dodson and Jennifer Henderson, have also served longer than nine years and have been informed they won’t qualify for re-election in 2026…. Ben & Jerry’s is also taking other steps to govern its social mission, like the requirement to comply with Magnum’s business code.” WALL STREET JOURNAL
Frontier Airlines Replaces Longtime CEO as Headwinds Persist
Barry Biffle exits after nearly a decade, as Frontier wrestles with losses and shifting passenger preferences
“Frontier Group Holdings, the parent company of budget airline Frontier, replaced its nearly decade-long CEO, Barry Biffle, with the carrier’s president, the company said Monday. James Dempsey took over as interim CEO, effective immediately…. Biffle had been Frontier’s chief executive since March 2016 and has a more than three-decade career in airlines, including at the country’s longtime top budget carrier, Spirit, which is currently in its second bankruptcy in less than a year. Frontier lost $190 million in the first nine months of the year, compared with net income of $31 million a year earlier. Frontier had been in talks to merge with Spirit several times since early 2022, but none have solidified thus far.” CNBC
Elliott Builds Over $1 Billion Stake in Lululemon
The activist investor is pushing for former Ralph Lauren executive Jane Nielsen to be Lululemon’s new CEO
"Activist Elliott Investment Management has built a stake of over $1 billion in Lululemon Athletica and is bringing a potential CEO candidate to the struggling athletic apparel retailer it wants to help turn around…. It is a tumultuous time for Lululemon, which announced last week that Chief Executive Officer Calvin McDonald will step down in January and that the business faces pressure to reverse many missteps from quality issues to ‘losing its cool.’ Elliott has been working closely with veteran retail executive Jane Nielsen, a former chief financial officer and chief operating officer at Ralph Lauren, who they see as a potential Lululemon CEO candidate…. The activists’ arrival, and CEO candidate, comes as Lululemon founder Chip Wilson had already been agitating for change and weighing in on the CEO search. Before McDonald’s departure was announced, Wilson had been attacking Lululemon publicly for killing innovation and losing what made the brand ‘cool’ in the first place.” WALL STREET JOURNAL
The ESG Pay Shift: What It Means for CEO Behavior and Strategy
As ESG-linked bonuses grow, boards must ensure goals are measurable, material, and aligned with long-term value
“The corporate world is in the middle of a massive experiment. Over the past decade, firms have increasingly tied executive bonuses to environmental, social, and governance (ESG) performance—everything from reducing carbon emissions to improving workforce diversity and board independence. What began as a symbolic gesture toward ‘responsible capitalism’ has evolved into a defining feature of modern executive pay. But as ESG-linked pay expands, a fundamental question looms: how do firms accommodate ESG-based incentives in executive compensation? How do they interplay with the existing ones?” PRO MARKET
Retaining the C-Suite After CEO Turnover
Retention grants remain common post-turnover, but their impact diminishes beyond the short term
“In 2021, FW Cook sought to better understand how companies can effectively retain their C-suite leaders after CEO turnover…. Our prior study found that special one-time equity grants made to the leadership team have a strong retention effect in the short term, but that the effect wanes quickly. This year, FW Cook refreshed the study with new data to test for changes in the prevalence or effectiveness of special equity grants as a retention strategy…. The findings in our updated study are largely aligned with those of the original analysis. Particularly, special equity grants made to non-CEO executives in the wake of CEO turnover continue to show a strong, but limited, retentive effect – typically lasting approximately two to three years. Prevalence and design of such awards remain consistent, although the dollar value of such awards has increased materially. A new finding identified in this year’s study is that non-CEO executive grants are twice as common when the CEO is an external hire.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Beyond Oversight: How Boards Are Reclaiming a Role in Strategy
Boards must balance support and challenge, working with CEOs to shape strategy without overstepping
“Several factors can impede effective engagement between board members and management. One of the primary issues is the mandate set by the Chair and CEO. If the CEO does not expect the board to debate strategy, discussions can become defensive rather than collaborative. Building trust and credibility with the CEO and management is crucial for effective strategic discussions and helping the CEO to see the board as an asset to their strategy building and not a hurdle to get over…. Understanding the CEO's perspective and priorities helps board members provide valuable insights and support. Rather than assuming the CEO hasn’t examined all angles of the strategy, board members should seek to understand the CEO's rationale and work collaboratively to address strategic issues without inserting their opinions too much along the way.” EGON ZEHNDER
Is Your Board Built to Adapt?
Board evolution isn’t optional, it’s a strategic imperative
“Is your board of directors fit for the future? Board evolution should be top of mind for both private and public companies. A forward‑looking board adapts to strategic shifts and leadership changes, maintains an evergreen skills matrix, and balances tenure with age and domain diversity to ensure fresh perspectives alongside stability. When executed effectively, board evolution enhances competitive relevance, decreases governance risk, strengthens resilience, and sets the foundation for the company to outperform its peers. These ten tips offer key factors to consider to ensure an evolving board.” ABA
Board Oversight Of the AI-Driven Workforce
Emerging technology developments are prompting boards to re-evaluate their oversight obligations for the company’s workforce
“The recent headlines are hard to miss. Numerous publications are reporting a similar story line: AI deployment is having a significant impact on the employer-employee relationship. This, primarily in the form of layoffs (including white collar employees) as major companies increase their investment in AI in search of efficiency gains. It’s a development that shouldn’t surprise informed corporate directors. To some, it’s simply the confirmation of a long-accepted economic prediction – that AI will ultimately lead to massive layoffs where machines replace humans. That it’s the logical evolution of an innovation-driven economy. Others may counter that AI’s impact on the workforce will be less consequential and much more gradual. In other words, no cause for alarm. What’s certain is that these AI-driven layoffs are prompting discussion on whether the board must in some way consider the workforce impact as the company deploys AI.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
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