2/6/25 – Issue 10.05 – Your weekly news on all things board. 

In times of volatility—whether driven by market forces, technological shifts, or civic disruption—the true measure of a board’s effectiveness lies in balancing speed with clarity and composure. Boards play a critical role in guiding organizations to ensure decisions are both timely and grounded in long-term value rather than short-term pressures. By stepping up as strategic thought partners and providing a calm presence, board members can support management in interpreting complex changes, asking critical questions, and navigating uncertainty without overstepping operational boundaries. At the same time, board members must objectively evaluate whether the organization’s leadership is capable of meeting the challenges before it and if so, hold that leadership accountable for navigating a pathway to success. The board has a complex role to play: a confidante and supporter of management on one hand, and a firm enforcer of success on the other. When boards play their part well they contribute in ways that can have lasting impact.

In the Spotlight

What Boards Can Do in Times of Civic Chaos

More alert and engaged board oversight provides the opportunity to spread the deliberative load between the board and management

“The board of directors has an important role to play as organizations grapple with the slew of executive orders and other actions initiated by President Trump in the first several weeks of his administration... The sheer breadth of the actions, together with the compressed time frame in which they have been announced, have complicated efforts for leadership evaluation and response… It’s not quite chaos, but it’s disruption nevertheless, and disruption is often an invitation for strong leadership response. That’s an invitation that boards of directors should readily accept and take the opportunity to ‘lean in’ in support of management, as a positive force for calmness, stability, guidance and reinforcement. And what does that mean? In general, it’s placing a collective arm around the shoulder of the management team; allowing executives to pause and take stock of events; and demonstrating the board’s willingness to serve as a ready resource to its executive leaders.” FORBES

How Boards Can Increase CEO Accountability 

Rather than moving from challenge to challenge without ever stopping, boards should instill a culture of reflection

“When a company starts to struggle, all eyes turn to the CEO. Shareholders demand results, employees seek direction, and internal contenders begin analyzing vulnerabilities and positioning themselves for the top job. There’s a strong expectation for the CEO to resolve the problem or face removal. But not always in the boardroom, where directors are reluctant to make bold, decisive moves and instead engage in drawn-out debates that sidestep critical issues…. How can boards more effectively enforce CEO accountability in the face of poor performance? … Be clear about responsibilities… Be transparent in performance evaluations… Intervene early and decisively.” HARVARD BUSINESS REVIEW

From Boardspan this Week:

Governance in a Time of Turmoil

The world today demands more from boards than ever before. Risks are no longer isolated; geopolitical turmoil bleeds into operational disruptions, and technological advances bring both innovation and unforeseen threats. Yet within this complexity lies opportunity. Boards that can anticipate disruption, act with agility, and align their oversight with strategic priorities will not only safeguard their organizations but also position them to thrive in a volatile world. Join Michèle Flournoy, co-founder of WestExec Advisors and former Under Secretary of Defense for Policy, and Abby Adlerman, CEO of Boardspan as they discuss how boards and leadership teams can steer their organizations toward success in even the most complex circumstances.

Across the Board

Google Kills Diversity Hiring Targets
Search giant is eliminating goals to hire more minority employees and reviewing DEI programs, part of a pullback across Silicon Valley

“Google is eliminating its goal of hiring more employees from historically underrepresented groups and reviewing some diversity, equity and inclusion programs, joining other tech giants rethinking their approach to DEI… Google said it was evaluating whether to continue releasing annual diversity reports, which it has done since 2014. The evaluation is part of a broader review of DEI-related grants, training and initiatives, including those that the email said ‘raise risk, or that aren’t as impactful as we’d hoped.’” WALL STREET JOURNAL

Starboard Nominates Four Directors to Kenvue's Board

Starboard Value has nominated four directors to the board of consumer products maker Kenvue months after the activist investor criticized lackluster performance in a core segment

“Starboard's nominees, include its chief investment officer Jeffrey Smith, a regulatory filing showed on Wednesday. Smith has previously said there is an opportunity to improve revenue growth and margins at Kenvue's skin health and beauty segment, which houses brands such as Neutrogena and Aveeno… ‘We believe stockholders deserve a Board that demands accountability and is committed to taking proactive measures.’” REUTERS

Musk Faces Long Court Battle Over Falling Out with OpenAI

Elon Musk’s move to immediately block Sam Altman from restructuring OpenAI faltered in federal court

“The world’s richest person presented his request in filings as an emergency, telling the court the startup he helped found a decade ago needs to be stopped from carrying out what he’s described as a quest by Altman and Microsoft Corp. to dominate the generative artificial intelligence industry… In the lawsuit Musk filed in August, he alleged that OpenAI has violated antitrust laws by making its investors agree not to fund rivals, and also by having overlapping board members with Microsoft… Musk garnered support in January from the Biden administration when the Justice Department and FTC said in a court filing that overlapping board directors can harm competition.” BLOOMBERG

Commonly Missed Proxy Disclosure Requirements
Be sure to not overlook the key “watch outs” for 2025

“For 2025 annual reports, companies must disclose whether they adopted insider-trading policies related to the purchase, sale or other disposition of company securities by directors, officers or employees, or by the company, and, if so, include a description of such policies. If a company has not adopted any insider trading policies, it must disclose that fact and explain why… Ensuring these disclosures are correctly presented in your company’s 2025 proxy statement and annual report will help ensure compliance with SEC rules and lessen the likelihood of issues that must be dealt with later.” CORPORATE BOARD MEMBER

Thoughts for Boards: Key Issues in Corporate Governance for 2025

Boards today are expected to navigate a corporate governance landscape that has become much more complex and nuanced, with an expanding set of expectations for their oversight role and responsibilities

“As we look ahead to the challenges and opportunities facing boards of directors in this new year, it is illuminating to reflect on how much has changed in corporate governance… corporate governance debates have continued to evolve, we have seen institutional investors become increasingly active participants, with detailed and often diverging policies setting forth their priorities, preferences and perspectives on issues ranging from climate disclosures to DEI to over-boarded directors.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

Public Company Director Pay Grows Amid Rising Expectations and Responsibilities for Corporate Boards

While year-over-year changes in board pay have been modest, the scrutiny boards face continues to increase

“Total Direct Compensation (TDC) for directors has slightly increased by 3 percent over the prior year for all publicly traded firms. Micro companies (defined as having between $50 million and $500 million in revenue) had the largest annual increase at 10 percent TDC and experienced the greatest increase over the past several years. The equity portion of TDC has steadily increased as the median director's pay mix is approaching a 60 percent equity and 40 percent cash split, with equity awards full-value shares and, less commonly, stock options) being the largest component of director compensation across public firms.” PEARL MEYER

Seat at the Table

• PNC Financial Services elects to its board Douglas Dachille, former CIO of American International Group

• PacBio adds to its board Chris Smith, CEO of NeoGenomics

• Dave & Buster’s names to its board Scott Ross, Managing Partner of Hill Path Capital

• ScottsMiracle-Gro appoints to its board Nick Miaritis, Co-Founder of trivia app FleetWit

• Construction firm Fluor elects to its board Charles Blankenship, Chairman and CEO of energy control firm Woodward

• Medical technology firm Inogen announces to its board Mira Shaney, former President of the Pelvic Health Operating Unit at Medtronic

• American Tower Corporation adds to its board Rajesh Kalathur, President of John Deere Financial

• Allegro MicroSystems welcomes to its board Dr. Krishna Palepu, former Senior Advisor to the President of Harvard University

• Home builder Taylor Morrison, elects to its board Heather Ostis, Chief Procurement Officer of Global Supply Chain at Starbucks

• Bio-Techne appoints to its board Dr. Amy Herr, Chancellor's Professor of Bioengineering at the University of California, Berkeley

• Artiva Biotherapeutics nominates to its board Dr. Dan Baker, Founder and former CEO of Kira Biotech

• Collegium adds to its board Nancy Lurker, former President and CEO of EyePoint Pharmaceuticals

• Nature’s Sunshine Products welcomes to its board Katie May, Founder and former CEO of Kidspot

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 only works with boards, bringing deep experience, objectivity, an analytical orientation, and insight-driven recommendations. Clients include Blue Shield (CA), Colgate-Palmolive, Deckers, Dynatrace, elf Beauty, HubSpot, Ingersoll Rand, KKR, Lam Research, the PGA, Roblox, Salesforce, Synopsys, the USOPC, and scores more.