Across the Board
Tesla Makes a $23.7 Billion Play to Retain Musk
Electric-vehicle maker’s board grants 96 million new shares to its chief executive
"Tesla took a ‘first step’ to keep its leader Elon Musk focused on the struggling electric-vehicle maker, awarding the world’s richest man one of the biggest-ever stock awards to stick around for at least two years. Tesla’s board approved a stock award for Musk that it tentatively valued at $23.7 billion, which he can claim in two years unless a court rescues his prior, larger stock-option grant. Musk has run Tesla without a pay package since his $50 billion option award was tossed by a court in 2024. The electric-vehicle maker said its ‘interim award’ of 96 million shares will vest as long as Musk remains on the job as chief executive or under another executive title heading product development or operations, according to a securities filing. It described the award as a ‘first step, good faith payment’ to keep the world’s richest man engaged.” WALL STREET JOURNAL
CEO Pay Packages Are Breaking the Billion‑Dollar Barrier
Equity awards at Palantir and Broadcom show how performance‑linked pay can balloon far beyond expectations
"It is the latest ultra exclusive achievement for chief executives of the biggest U.S. companies: the billion-dollar year. Two bosses made it last year—holding stock-based pay that swelled in value by at least 10 figures in a single year. Alexander Karp clocked more than $6 billion in gains at government intelligence contractor Palantir Technologies. Hock Tan’s pay grew by $1.15 billion at chip maker Broadcom. Only two other S&P 500 CEOs have hit that mark in recent years, according to data from public-company data provider MyLogIQ. Cryptocurrency exchange Coinbase Global’s Brian Armstrong in 2021, at $2.1 billion, and—naturally—Elon Musk…. The outsize gains, while still rare, show how today’s CEO pay packages can swell far beyond their original valuations through a combination of soaring share prices and multipliers tied to company-performance targets.” WALL STREET JOURNAL
Wells Fargo Reunites CEO and Chairman Roles Under Scharf
JPMorgan Chase, Goldman Sachs and Bank of America are other major U.S. banks where the CEO is also the chairman of the board
“U.S. lender Wells Fargo said on Thursday its board of directors planned to appoint the lender's CEO Charlie Scharf as its chairman and to award him a one-time special equity grant of $30 million in restricted share rights and stock options. The bank said in a statement the actions reflected the board's desire to retain Scharf as the CEO and to recognize his leadership in transforming Wells Fargo. When Scharf becomes the chairman, the board will appoint a lead independent director to maintain oversight, the bank said, without specifying when the change would take place…. Scharf, 60, took the helm at Wells Fargo in 2019, vowing to repair its deeply entrenched problems from a fake-accounts scandal that erupted in 2016. The bank faced a public outcry and faced billions of dollars in fines. The bank decided to split the chairman and the CEO roles in 2016 after the scandal erupted.” REUTERS
Harley-Davidson Bets on Topgolf Leader to Rev Up Growth
The leadership change comes as Harley continues to struggle with a nearly two-decade trend of eroding demand
“Harley-Davidson Inc. appointed the head of Topgolf Artie Starrs to be its new chief executive officer, as the motorcycle manufacturer grapples with tariffs and tepid consumer demand…. He joins as the storied motorcycle brand battles tariffs imposed by US President Donald Trump and weak demand. Direct tariffs or absorbing duties for its suppliers could cost Harley as much as $85 million this year, it said last month. The 122-year-old manufacturer plans to introduce a sub-$6,000 bike next year to spur growth…. The appointment follows the retirement of Harley’s current CEO Jochen Zeitz, announced earlier this year…. Starrs will take the helm of the troubled motorcycle manufacturer after a bruising proxy battle in which Zeitz clashed with activist investor H Partners over the selection of his successor. H Partners, which had the backing of many of Harley’s dealers, also criticized its strategy and product lineup.” BLOOMBERG
Boards Increasingly Tout AI Expertise
Corporate boards triple AI oversight assignments as technology governance takes priority
“The number of S&P 500 companies disclosing that they have designated a committee with artificial intelligence (AI) oversight responsibilities more than tripled in 2025, according to EY’s proxy season review. Audit committees are the primary choice for AI oversight, though technology committees, nominating and governance committees and others sometimes oversee AI functions…. Nearly half of Fortune 100 companies cited AI in their descriptions of director qualifications this year, almost double the 26% doing so in 2024. The specifics of directors’ AI experience varied significantly, ranging from CEO of a company undertaking AI growth initiatives to completing a certification in AI ethics to serving on the board of an AI company. The prevalence of technology committees has grown from 8% in 2019 to 13% in 2025.” CORPORATE COMPLIANCE INSIGHTS
What’s on the CEO Agenda for 2025
With shifting policies and rising risks, leaders must balance short‑term moves with long‑term resilience
“As in past years, the 2025 CEO Priorities reflect the state of the role and the state of the world. The Core Priorities remain nearly unchanged, with two formerly Current Priorities migrating to this list. Navigating geopolitical uncertainty and telling your leadership story, are both among those fundamentals that a CEO needs to get right before they can move on to other aspects of the role…. Through executive actions, the president announced new policies in the early days of the new US administration, which gave CEOs myriad areas to consider and respond. CEOs may consider an approach that prepares their organizations for short-term adjustments while balancing longer-term strategy shifts. Industries with heavy reliance on global supply chains or regulated resources may anticipate heightened scrutiny and potential disruptions.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Paramount-Skydance Merger Ushers in All-New Board
Every current director will step aside as the restructured company resets its leadership
“Skydance Media announced the full slate of 10 directors for Paramount Skydance Corp., the company resulting from its merger with Paramount Global. The directors will be elected and begin serving on the Paramount board effective at the completion of the proposed merger with Paramount, expected to close Aug. 7. The current Paramount Global directors, including Shari Redstone, will step down upon the close of the combination…. The majority of the board is comprised of the largest shareholders of the company, ‘further underscoring the deep commitment to building long-term value for all stakeholders,’ according to Skydance. As previously announced, David Ellison, CEO of Skydance Media, will assume the role of chairman and CEO of the new Paramount. The Ellison family will have 100% voting control over Paramount Skydance; the deal was largely bankrolled by Oracle founder Larry Ellison.” VARIETY
2025 Proxy Season in Focus
Investors’ governance focus evolves in a season shaped by uncertainty and change
“The 2025 proxy season was marked by a changing regulatory and policy landscape and shifting dynamics between companies and investors. New SEC guidance significantly impacted shareholder engagement and reduced the number of environmental and social‑focused shareholder proposals reaching proxy ballots. States, including Delaware, Texas and Nevada, enacted statutory changes to attract company incorporation, while some policymakers and other stakeholders continued to put pressure on investors’ environmental, social and governance (ESG) practices and renewed efforts to rein in proxy advisors. Some investors grew more cautious about sharing their perspectives and revised their policies in ways that made their voting intentions less clear. These changes occurred amid a new political environment and ensuing economic and market uncertainty related to US trade policy.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Opinion: What Directors Must Understand about AI Before it’s Too Late
With regulators and courts raising the stakes, boards face mounting pressure to govern AI responsibly
“The AI revolution is no longer approaching. It is here—and it's embedded in board agendas, C-suite decisions and core business operations. In the Stanford Institute for Human-Centered AI's 2025 ‘Artificial Intelligence Index Report,’ one finding was that ‘78% of organizations reported using AI in 2024, up from 55% the year before.’…. But the challenge of keeping up does not absolve boards of responsibility. On the contrary, as AI becomes more deeply embedded across enterprise functions, there's a greater fiduciary duty to understand and govern AI risks. When something goes wrong, who is accountable? As AI becomes more powerful and pervasive, the risks of poor oversight and inaction increase.” FORBES
Cybersecurity Moves from Risk Control to Competitive Edge
Once viewed as a safeguard, cyber-risk management is emerging as a source of strategic advantage
“The era when cybersecurity was a separate, isolated function at organizations is over. Today’s threats, fueled by AI, require organizations to infuse ‘air to ground coverage’—from the boardroom down—across the institution…. Corporate boards and the C-suite used to think of cyber-risk management as an investment in avoiding loss—of data, money, and, importantly, trust. That view has evolved, and today cybersecurity is increasingly recognized as a driver of competitive advantage and critical-asset protection. This shift is being accelerated by the rapid adoption of gen AI and by boards taking on more oversight responsibilities…. Success, in the end, depends on seeing cybersecurity as both a shared responsibility and a strategic edge.” MCKINSEY
