4/17/25 – Issue 10.15 – Your weekly news on all things board. 

Is there enough gas in the tank? From high-profile exits at Nissan and Harley-Davidson to activist pressure at Lyft and BP, recent headlines point to a common theme: boards are under renewed pressure to revisit their composition and take a harder look at CEO succession. More than just governance hygiene, this is a core part of any company’s strategic narrative. Whether prompted by investor demands or internal concerns about leadership gaps, it’s clear the stakes around who’s at the table, and who’s leading the organization, have never been higher. New data confirms the urgency. Nearly 2,000 CEOs exited in 2024 alone, many through unplanned departures, while activist investors increasingly target not just the C-suite but the boardroom itself. The ongoing proxy battle at Phillips 66 underscores how far shareholders are willing to go to challenge entrenched leadership and push for annual board elections, a fight centered not just on process, but on performance and legitimacy. In this environment, succession planning and board composition aren’t just governance checkboxes — directors will want to approach them as strategic imperatives, central to company performance and worthy of clear communication to shareholders.

In the Spotlight

Renault Chairman Senard Will Leave Nissan’s Board

Nissan has been looking for lifelines amid cratering sales in the US and China

“Renault SA Chairman Jean-Dominique Senard will soon step down from Nissan Motor Co.’s board of directors, continuing a broader leadership shakeup at the Japanese automaker after its failed attempt to merge with Honda Motor Co…. Renault’s new appointees will get a say in key decision-making as new Chief Executive Officer Ivan Espinosa attempts to fix Nissan’s finances and secure partnerships that would stabilize the company. Honda and Nissan formally ended their merger talks in February. Both directors had opposed Nissan’s plan to combine with Honda, the people said. Senard, 72, said in March that the failed deal was ‘extremely rapid, a little brutal’ and not in Renault’s interest. The French company remains Nissan’s largest shareholder even as the carmakers gradually loosen their decades-long alliance.” BLOOMBERG

Major Harley-Davidson Shareholder Seeks Board Shake-Up

A member of investment firm H Partners resigned from Harley’s board earlier this month in preparation for a fight

“A major Harley-Davidson shareholder is fighting to shake up the motorcycle maker’s board and quickly replace its chief executive in the face of deteriorating sales. In an open letter Wednesday, investment firm H Partners urged shareholders to remove three longstanding directors from Harley’s eight-member board at a coming annual meeting in mid-May. H Partners, which has a roughly 9% stake in Harley, said the company failed nearly every objective in its strategic plan and that ‘it has become clear to us that meaningful change is necessary at both the Board and CEO levels.’… H Partners is calling for Jochen Zeitz to immediately step down as Harley’s chief executive and not stand in the way of the company recruiting an external replacement. Zeitz also serves as chairman. Harley said last week that it was seeking a new CEO as Zeitz plans to retire after five years on the job.” WALL STREET JOURNAL

Lyft Readies for Proxy Standoff with Investor Engine Capital

Lyft said it has been engaging with Engine Capital for months but determined its nominees would not add new skills to the board

“Activist investor Engine Capital is gearing up for a proxy battle at Lyft, as it prepares to nominate two directors to the board of the ride-hailing company. The hedge fund, which owns about 1% of Lyft, said on Wednesday it is set to nominate Alan Bazaar and Daniel Silvers for election to the board of the company, which has underperformed rival Uber Technologies and the broader market… Engine Capital criticized Lyft's dual-class share structure, which gives founders, who collectively own less than 2.5% of the company, about 30% of voting power. The activist also highlighted negative shareholder returns in the past five years.” REUTERS

BP Shareholders Show Low Support for Chair Helge Lund

Shareholders were told before poll results were announced that it was in everyone's interest to keep the transition period as brief as possible

“BP's CEO Murray Auchincloss and Chair Helge Lund were re-elected on Thursday, although the sharply reduced level of shareholder support for Lund could mean his previously announced departure is sooner than expected. BP's board was up for re-election at its annual general meeting as the group faces activist shareholder Elliott Management and criticism from climate-focused investors, some of whom had called for a vote against Lund… Auchincloss received 97% of votes and Lund an unusually low 75.7%, provisional results showed. Board members need 50% of votes to be elected and typically achieve tallies near 100%.” REUTERS

From Boardspan this Week:

Innovation and Governance: Six Essential Moves for Boards

Following Boardspan CEO Abby Adlerman’s recent conversation with Chris Young (Microsoft, McAfee, Intel, and American Express) about how boards can drive strategic growth through innovation, we’ve highlighted below six of the many pearls of insight and wisdom that Chris shared. We hope this serves as a practical guide on how boards can actively engage in the innovation dialog at the organizations they serve.

Across the Board

Spirit Airlines Hires New CEO, Plotting Rebound

Longtime airline executive Dave Davis will take leadership as airlines face a tougher travel environment

“Spirit Airlines plans to tap a rival airline executive as its chief executive officer, part of the struggling budget carrier’s effort to chart a new course after emerging from bankruptcy… Davis has held a number of senior roles in the airline industry, including finance chief for Northwest Airlines before it was acquired by Delta. Spirit filed for Chapter 11 in November to restructure looming debt after years of losses and a failed attempt to merge with JetBlue Airways. The budget airline parted ways with former CEO Ted Christie and Chief Commercial Officer Matt Klein earlier this month… The management overhaul is the latest indication that Spirit is focused for now on regaining its financial footing as a stand-alone airline, after fending off takeover attempts from rival budget carrier Frontier Airlines.” WALL STREET JOURNAL

Understanding The Rise in CEO Exits 

Average CEO tenure is shortening, and the number of CEOs making unplanned departures has been rising

“Across industries, a quiet but alarming trend has been swelling—a record-breaking rise in CEO replacements, resignations and retirements. Approximately 1,991 chief executive officers left their positions in 2024, representing a 16 percent bump in departures from 2023. Forced departures at troubled companies—including high-profile ousters at Intel, Starbucks, Boeing, Nike, CVS, Hertz, Stellantis and Peloton Interactive—undergird the trend. But the number of CEOs voluntarily making unplanned departures has also been rising…. Boards have been taking note. In fact, 61 percent of directors report that recent departures at prominent companies have sparked new conversations about the risk of senior level turnover inside their companies.” CORPORATE BOARD MEMBER

Redefining the CEO’s Role for the Next Generation

Executive transitions have become quicker and more common and employee tenure within a single organization has dramatically declined

“Generational shifts in the modern business world pose opportunities and risks for companies as a new generation of executives take the reins. The experiential and societal gap between older and younger leaders may materially change the way companies are run. These differences may influence decision-making and redefine the path to executive positions. The question now is how to bridge this experiential and social divide and enable up-and-coming executives to successfully lead major corporations into the future.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

Worth Revisiting: Fixing Management Succession Planning

A lot of the hard work of succession planning takes place before you even start

“Management succession planning is a challenge for boards. We know because they tell us…. Succession planning is about people. When discussing a CEO’s departure, or another person’s capabilities (or lack thereof) to step into the top spot, it can create a natural tension. Succession planning brings up emotions and often requires uncomfortable conversations, so conflict-avoidant boards may be reluctant to start the process.” BOARDSPAN

AI, Identity-Driven Shareholder Activism, and the Future of Corporate Governance
Millennials and Gen Z investors, armed with AI-enabled tools, are increasingly capable of identifying causes they care about, crafting targeted proposals, and coordinating collective action with remarkable precision and speed

“Artificial intelligence (AI) is rapidly transforming corporate governance. While much attention has focused on AI’s impact on operations, compliance, and risk management, its influence on shareholder activism deserves equal scrutiny—particularly as younger, technologically fluent investors bring their generational values to bear on corporate decision-making. This evolution signals the potential emergence of identity-driven activism: a form of shareholder engagement that reflects priorities beyond short-term returns, such as climate action, diversity, and long-term social accountability—or any other cause, whatever it may be, to the extent that it creates common ground.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

Phillips 66: A Staggered Board Explored

The current board consists of 12 directors with three different classifications

“Staggered terms for corporate directors, long a source of debate in corporate governance circles, have again moved from the wings to center stage thanks to a heated proxy contest launched by activist investor Elliott Investment Management L.P. for seats on the board of directors of oil giant Phillips 66.… Not content with a classified board of directors, with three director classes serving staggered three-year terms, it also is among the 9 percent of S&P 500 companies that require a supermajority shareholder vote to amend their charter so that they can join the mainstream of public companies and rid themselves of their classified board governance structure… Elliot proposes that the Phillips board amend its Corporate Governance Guidelines to request that every sitting director, including those with more than a year left on their terms of office, voluntarily provide the Company with a letter of resignation effective before the start of the nomination process for elections at the next annual meeting.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

Good Governance Clarified

Good governance is far more than policy documents and compliance checkboxes

“While corporate governance is perceived as a given for running an organization, it is also often mistaken for a formality to take care of before ‘going back to doing business.’ The term may conjure images of boardroom formalities, lengthy policy documents and a complex delegation of authority matrix. Some perceive governance as an ‘off the shelf’ product and the responsibility of the corporate lawyer (or external law firm). While this may be one approach, it underestimates the power of good governance as the hidden engine of the organization.” CORPORATE COMPLIANCE INSIGHTS

Seat at the Table

• Meta adds to its board Patrick Collison, Co-Founder and CEO of financial technology firm Stripe; and Dina Powell, President and Head of Global Client Services at banking firm BDT & MSD Partners

• Under Armour announces to its board Dawn Fitzpatrick, CEO and Chief Investment Officer of Soros Fund Management; Eugene Smith, former SVP and Athletic Director at Ohio State University; and Robert Sweeney, President of private equity firm Sycamore Partners

• Sherwin-Williams appoints to its board Robert Gamgort, former President and CEO of Keurig Dr Pepper

• Brookdale Senior Living welcomes to its board Mark Fioravanti, President and CEO of Ryman Hospitality Properties

• Health insurance platform Health In Tech elects to its board Sanjay Shrestha, President of Plug Power

• enCore Energy appoints to its board Nathan Tewalt, President and CEO of precious metals firm Standard Uranium

• Healthcare firm Organon adds to its board Ramona Sequeira, President of the Global Portfolio Division at pharmaceutical firm Takeda

• Aviation leasing firm AerCap Holdings welcomes to its board Victoria Jarman, former COO at financial services firm Lazard

• CenterPoint Energy elects to its board Manuel Miranda, former EVP of Power Delivery at NextEra Energy; and Laurie Fitch, former Co-Head of the Global Industrials Group in Europe for Morgan Stanley

About Boardspan
Boardspan helps boards raise the bar on their critical governance mandates by combining cutting edge digital capabilities with high-touch consulting services. They are leaders in board assessments, individual director & CEO evaluations, board succession strategy & search, skills & composition analyses, and bespoke advisory work. Boardspan’s focus is entirely on boards, delivering deep experience, objectivity, an analytical orientation, and insight-driven recommendations. Boardspan works with public, private and non-profit organizations across all verticals including consumer, healthcare, financial services, technology, industrials and non-profit. Specific clients include Archer Daniels Midland, Autodesk, Blue Shield (CA), Boston Beer Company, Colgate-Palmolive, e.l.f. Beauty, HubSpot, Ingersoll Rand, KKR, Lam Research, the PGA, Roblox, Salesforce, the USOPC, and scores more.