12/4/25 – Issue 10.47 – Your weekly news on all things board. 

Governance in motion defined the week, as boards navigated consequential transitions and policy entanglements. Disney’s long-delayed leadership transition lurches forward, offering a high-profile case study in the perils of succession planning that drags on too long. A well-timed discussion, a steady rise in CEO exits underscores the need for boards to think well beyond a leader’s first 100 days, especially as incentive structures and governance models evolve in response to prolonged volatility. Meanwhile, Costco and AT&T are testing how regulatory leverage can shape corporate board decision-making as they confront policy matters with courtrooms and regulators. In a different register, the Ben & Jerry’s Foundation is under scrutiny following an audit that claims board governance and financial control deficiencies, raising concerns as Unilever prepares to spin out Magnum, the unit set to inherit the politically outspoken Ben & Jerry’s brand. And a recent look at S&P 500 and Russell 3000 boards finds that composition and committee structures are also adapting for greater scale, specialization, and agility. Together, these stories reflect a governance landscape that demands movement where boards contend to keep pace as leadership, politics, and oversight pressures converge in real time.

In the Spotlight

Disney’s Long Goodbye: Can the Board Get Succession Right?

After years of missed exits and failed heirs, the board prepares to name Bob Iger’s successor likely from within as the clock ticks toward 2026

“Disney’s past attempts to pick a successor to CEO Bob Iger have been less than magical. Now the company is trying to write a happier ending. Iger, who replaced Michael Eisner in 2005 following a shareholder revolt, has postponed planned retirement dates five times and helped push out a number of top executives poised to succeed him. Veteran insider Bob Chapek became CEO in 2020, only to be replaced by Iger himself in a dramatic 2022 corporate coup. Disney’s board of directors has said it would announce in early 2026 its pick to succeed Iger. The company is widely expected to promote from within, with parks chief Josh D’Amaro and television head Dana Walden considered the leading contenders by employees and people who work with Disney.” WALL STREET JOURNAL

Beyond the First 100 Days Rhetoric: Ensuring the Long-Term Success of New CEOs

In a year marked by elevated CEO turnover, boards are being called to recalibrate expectations, moving from fast optics to durable outcomes

“Few ideas in leadership transitions carry as much weight as the ‘First 100 Days.’ Boards expect quick wins. Investors look for visible signals of confidence. Employees want immediate clarity on direction. The first 100 days have become a near-mythical window for proving a leader’s legitimacy…. The problem is that this narrative, while powerful, is also overplayed. Early wins matter—but they do not alone secure a CEO’s success. In fact, many of the challenges that determine a CEO’s long-term success don’t surface until well beyond the first 100 days: entrenched cultural resistance, stakeholder misalignment, strategy execution gaps, or the simple fatigue that follows the intensity of the early sprint…. The real test of CEO effectiveness lies not just in the opening months but in sustaining momentum through the first year and beyond.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

From Boardspan this Week

The Real Work of the Boardroom: Relationships, Rigor, and Readiness

Discover 6 key insights from our recent conversation with David Taylor, former P&G Chair & CEO and current Delta Chair, on boardroom best practices that, in his experience, enable boards to operate at their best.

Across the Board

Costco Goes to Court Over Trump Tariffs 

The retailer is one of the biggest companies to seek a refund should Supreme Court strike down emergency tariffs

“Costco became the latest and one of the biggest companies to sue the Trump administration over tariffs in an effort to secure a full refund should the Supreme Court rule the sweeping duties illegal. In a filing with the U.S. Court of International Trade on Friday, Costco said the lawsuit is necessary to make sure it is eligible for refunds if the Supreme Court rejects the administration’s reasons for tariffs collected under the International Emergency Economic Powers Act. Costco executives declined to comment. Last month, the Supreme Court heard arguments that President Trump’s so-called reciprocal tariffs initiated earlier this year aren’t lawful…. If the court does strike down the tariffs Trump initiated in April, it isn’t clear how or whether previously paid duties would be refunded. The onus would be on the justices to decide and they gave little indication how they might unwind the president’s signature economic policy.” WALL STREET JOURNAL

When Compliance Beats Culture: AT&T Drops DEI Amid Deal Approval Pressures

T-Mobile and Verizon also ended DEI efforts for FCC approvals

“U.S. wireless carrier AT&T said in a letter to the U.S. telecoms regulator that it had committed to ending diversity, equity and inclusion programs, a move that comes as it seeks approval from the Trump administration to buy wireless spectrum assets. In November 2024, AT&T agreed to buy some wireless spectrum licenses from U.S. Cellular in a $1.02 billion deal that requires approval from the Federal Communications Commission. The FCC under President Donald Trump has required telecom firms to end DEI programs as a condition of approving transactions…. In July, wireless carrier T-Mobile US said it was ending its DEI programs as it sought regulatory approval for two major deals including buying almost all of regional carrier United States Cellular's wireless operations…. The FCC in May approved Verizon Communications' $20 billion deal to acquire fiber-optic internet provider Frontier Communications after Verizon agreed to end its DEI program.” REUTERS

Unilever-backed Audit Finds Governance Deficiencies at Ben & Jerry's Foundation
Ben & Jerry's audit conducted ahead of Magnum's spin out from Unilever

"An audit of the Ben & Jerry's Foundation, a U.S.-based non-profit solely funded by the brand, found that it had deficiencies in financial controls and governance, according to Magnum, the Unilever unit set to be spun off next week that will own the ice-cream maker. Magnum is set to inherit a long-standing feud between Unilever and Ben & Jerry's stemming from the politically progressive brand's stance on the Israeli-occupied Palestinian territories…. Unilever and Magnum have been upping the pressure on Ben & Jerry's ahead of the spinout, as the irreverent ice cream brand will make up a larger portion of the new company's sales.” REUTERS

Inside the Architecture of the Modern Corporate Board
With most boards operating between 8–12 directors and expanding committee roles, governance structures are evolving to maintain agility without sacrificing accountability

“Board size is a long-standing corporate governance preoccupation, as it influences how effectively directors can deliberate, oversee management, and represent shareholder interests. S&P 500 boards continue to be larger on average than those in the Russell 3000, reflecting broader operational complexity, international exposure, and regulatory demands. More than half of all Russell 3000 boards comprise eight to 10 directors, while 10 to 12 directors is typical among S&P 500 firms…. In 2025, nearly half of Russell 3000 companies operated with three or fewer committees, typically the statutory minimum of audit, compensation, and nominating/ governance. By contrast, S&P 500 companies generally maintain more specialized structures: four committees is the most common (37%), with a notable share at five (22%) or six or more (16%), reflecting the strategic and organizational complexities more common in larger firms.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

Volatility Reshapes the Curve: Executive Pay Plans Evolve Under Pressure

The 2025 Top 250 Report reveals how leading companies are reshaping executive compensation to balance performance alignment, retention, and risk

“Since 2020, overlapping shocks from the COVID-19 pandemic, geopolitical conflicts, trade tensions, policy shifts from a new administration, Federal Reserve rate hikes, and changing investor sentiment have fueled heightened volatility in US markets. In response, companies have reshaped and de-risked long-term incentive (‘LTI’) designs while balancing program objectives such as the alignment of pay with performance and the retention of key employees during uncertain times…. Heightened market volatility is reflected in the broader range of performance-based LTI award payouts observed in 2025 compared to 2020. While median payouts in 2020 and 2025 are nearly identical, the interquartile range has widened, with the spread between 25th percentile and 75th percentile payouts increasing from a 65-point spread in 2020 to a 100-point spread in 2025.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

From Insight to Independence: How AI Is Rewiring Board Decision-Making

35% of directors say their boards have incorporated AI and GenAI into their oversight roles

“Today, the board receives nearly all of its information from the management team. While most management teams are diligent in providing data and promptly responding to board inquiries, at times the information may lack certain context or alternative perspectives which can limit the board’s ability to access the full picture for decision-making. These arrangements inherently create an agency problem as the board depends on its information from the very management team it is tasked with overseeing, potentially compromising its ability to exercise independent judgment and oversight. AI has the potential to fundamentally change this dynamic. Directors can use AI to more easily and quickly benchmark public disclosures and query market data, providing an independent baseline to compare against what management presents. They can also apply AI to analyze the company’s own historical, management-curated data that has been provided to the board in board packages or other communications, enabling longitudinal views of performance that might not otherwise be synthesized for the board.” EIN PRESSWIRE

Seat at the Table

Boardspan offers a hearty congratulations to Keith Jensen, former CFO of network security firm Fortinet, on his election to the board of Keysight Technologies. Boardspan is delighted to have advised Keysight Technology on this placement. And we offer our congratulations to all those who are newly appointed:

• Alnylam Pharmaceuticals announces to its board Stuart Arbuckle, former EVP and COO of biotech firm Vertex

• Best Buy names to its board Dylan Jadeja, CEO of Riot Games

• Academy Sports + Outdoors appoints to its board Michael Dastugue, former CFO of Hanesbrands; Shannon Hennessy, former Global CFO of KFC; and Clay Johnson, former Chief Digital and Technology Officer for Yum! Brands

• Halliburton welcomes to its board Timothy Leach, former EVP of ConocoPhillips

• Boeing names to its board Bradley Tilden, former Chairman, President and CEO of Alaska Air Group

• Deere & Company announces to its board Brian Sikes, Chair and CEO of Cargill

• enCore Energy adds to its board Wayne Heili, former CEO of mining firm Ur-Energy

• Data analytics firm Health Catalyst elects to its board Matt Arens, Founder and CEO of First Light Asset Management

• Decking and railing firm Trex Company welcomes to its board Andrew Rose, former President and CEO of Worthington Enterprises

• Real estate firm Hudson Pacific names to its board Jon Bortz, Founder, Chairman & CEO of Pebblebrook Hotel Trust

• Iridium Communications adds to its board Louis Alterman, former President and CEO of mobility firm Stratix

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.