2/27/25 – Issue 10.08 – Your weekly news on all things board. 

Geopolitical tensions are redefining the role of the board of directors, demanding strategic foresight and political acuity like never before. Nippon Steel’s blocked bid for U.S. Steel—initially stalled by national security concerns and election politics but now resurfacing as an investment opportunity— highlights how shifting national interests shape the opportunities and constraints boards must navigate in their strategic decisions. Meanwhile, labor tensions are escalating, as the Steelworkers' union accuses U.S. Steel of suppressing worker dissent over the proposed sale. Political dynamics are also affecting boardrooms beyond the steel industry—Vanguard faces resistance from state treasurers over ESG considerations, reflecting shifting political priorities and growing scrutiny in investment decisions. In the tech sphere, the SEC's warning against ‘AI washing’, a marketing tactic where companies falsely or exaggeratively claim AI capabilities to appear more innovative, underscores the growing regulatory focus on AI-related disclosures. Together, these stories paint a vivid picture of the balancing act boards are navigating as geopolitical tensions, regulatory pressures, and stakeholder dynamics become more interconnected than ever.

In the Spotlight

Nippon Steel to Use U.S. Steel Merger Agreement as Base for US Gov't Talks 

In January, the steelmakers asked the courts to reject the block, saying Biden unfairly intervened in a national security review

“Earlier this month, U.S. President Donald Trump, alongside Japanese Prime Minister Shigeru Ishiba at the Oval Office, said that Nippon Steel's $14.1 billion bid for U.S. Steel, which was blocked by former President Joe Biden, would take the form of an investment instead of a purchase. Trump also said in mid-February that he would not mind if Nippon Steel took a minority stake in U.S. Steel… The deal faced political headwinds from the start, with both Trump and Biden vowing to kill the transaction in a bid to appeal to voters in the election swing state of Pennsylvania, and was blocked by the Biden administration over national security concerns.” REUTERS

Steelworkers' Union Accuses U.S. Steel of Discouraging Workers from Speaking Out Against Sale

The union says U.S. Steel initiated a coordinated attack to silence those dissenting views

“The United Steelworkers union has filed charges with the National Labor Relations Board and is accusing U.S. Steel of undermining the union and discouraging workers from voicing skepticism about the potential sale of the company. The union says it has raised concerns since the sale of U.S. Steel to Nippon Steel, Japan's largest steelmaker, was proposed in 2023… U.S. Steel [claims] that it engages employees in all business matters and the charges filed are another example of the union's attempt to thwart the sale of the company.” CBS

From Boardspan this Week:

The Three E’s of Effective Board Leadership

Engage, Enable and Encourage

“Effective chairs recognize their main task is to provide constructive board leadership. In addition to specific practices, there are some personal characteristics which make some board leaders more effective than others. Humility and ego management: ‘If you intend to use your chair position as a platform for self-aggrandizement,’ one of the most experienced chairs remarked, ‘you are in for trouble.’ The terms ‘restrain’, ‘non-domineering’ and ‘leaving room for others’ were cited when referring to productive board discussions which lead to effective decisions.” BOARDSPAN LIBRARY

Across the Board

Anti-ESG Concerns Burden Vanguard as it Rounds Up Fund Board Votes 
Missouri's State Treasurer, Vivek Malek, called Vanguard's list of fund board candidates "tone-deaf to recent legal, legislative, and regulatory pushback" against the consideration of ESG factors

“A group of Republican U.S. state treasurers will withhold votes for Vanguard fund board nominees on concerns the slate is ‘tone-deaf’ on sustainability matters… The officials oversee just a small fraction of Vanguard's total assets of $10.1 trillion and aren't likely to change the final outcome of the vote to elect 13 fund trustees including Vanguard CEO Salim Ramji. However, their objections against several prominent directors show the hard political calculus facing asset managers under attack from Republican politicians even as these firms drop priorities once seen as mainstream. Vanguard, for instance, has rolled back boardroom diversity guidance, promised a more hands-off role with banks, and left a net-zero effort.” REUTERS

AI-related Disclosure and Governance Obligations 

The SEC has warned against ‘AI washing’ and using boilerplate language in AI-related risk disclosures

“The rise of AI was one of the hottest topics in 2024 and it comes as no surprise that investors and regulators have focused on how companies are addressing the new technology. As the use of AI proliferates at public companies – as well as at their competitors, customers, vendors and other relevant third parties – management needs to consider the impact on its company’s SEC disclosure obligations. Boards likewise need to ensure appropriate oversight of their respective companies’ expansion of AI integration. The SEC has indicated that it may heighten its focus on AI-related disclosures and has warned against ‘AI washing’ – which involves exaggerating or making false claims with respect to a company’s AI capabilities or use.” GOVERNANCE INTELLIGENCE

Questions Boards Should Be Asking About AI and Human Capital

Support for AI progress goes far beyond risk management

“In AI risk management, the biggest risk to many organizations might be failing to take advantage of AI’s transformative capabilities. This risk should be top of mind for boards as they perform their governance and oversight duties over AI. Their savviest competitors are almost certainly adopting AI, driving efficiency and providing insights that can make their organizations more profitable.” GRANT THORNTON

Goldman Sachs Lines Up Potential CEO Succession

President and Chief Operating Officer John Waldron added to the banking giant’s board

“Goldman Sachs added its President and Chief Operating Officer John Waldron to its board of directors a month after he was given a retention bonus, cementing his position as a potential successor to CEO David Solomon. Waldron, 55, joins Solomon, 63, as the second member of the management committee to have a seat on the board… The bonuses, which vest in five years, were awarded to Solomon and Waldron in an effort by Goldman's board to retain top leaders.” REUTERS

What Directors Should Know About the 2025 Proxy Season
Governance is a shared investor priority in an increasingly fractured proxy landscape

“More investors want companies to adapt to rapid changes in technology, optimize capital strategy and navigate the new political environment. While climate change and environmental stewardship as well as talent remain top areas that investors want their portfolio companies to prioritize, this year, our conversations with investors revealed increased momentum around key topics. These growing areas of focus include how companies are responsibly seizing opportunities related to technologies such as artificial intelligence (AI), how they are allocating capital to drive innovation and long-term growth, and how they are navigating the new political environment in the US.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

Altering Rules: The New Frontier for Corporate Governance

As they exist now, Alerting Rules represent only a fraction of their potential

“Corporate law has taken a contractarian turn. Shareholders are increasingly contracting around its foundational rules—statutory rights, the fiduciary duty of loyalty, even the central role of the board—and Delaware courts are increasingly enforcing these contracts. In the one case where they did not, the legislature swiftly overruled the decision and adopted a new statutory provision permitting boards to completely cede their powers to a shareholder by contract. These developments have sparked a polarized debate, with some calling for a return to mandatory rules, while others push for total contractual freedom.” YALE JOURNAL ON REGULATION

How Boards Can Navigate Crises in an Era of Upheaval

As 2025 unfolds, boardrooms worldwide face heightened complexities

“Uncertainty, compounded by decisions on tariffs, supply chain pivots, conflicting regulatory approaches across key markets, rapid tech leaps and game-changing geoeconomic tensions, demand that boards be crisis-ready in extraordinary times. It’s not about micromanaging every detail—it’s about the board harnessing their unique ability to see the bigger picture and anticipate both risks and opportunities… In today’s unpredictable and high-stakes environment, it is crucial for boards to take an active role in crisis planning and preparation—not just to support senior leadership but to ensure the organization is proactive, agile and resilient.” FTI CONSULTING

Economy, Cyber Threats and Talent Dominate List of Critical Near-Term Risks for Boards and Executives

Business leaders feel their organizations' resilience and ability to navigate a dynamically shifting risk landscape has been battle tested

“Above all other concerns, the economy remains the number one risk keeping global business leaders up at night, according to a new survey from Protiviti and North Carolina State University's ERM Initiative… board members and executives generally feel more positive about their organizations' resilience, agility and preparedness to deal with crises or changes in the market. Resistance to change was ranked as the fourth biggest risk for companies in 2023 and has fallen to 17th place for this year's survey, indicating that companies have established more agile business models and frameworks for identifying and responding to the unexpected with an increased level of flexibility in their strategic approaches.” PROTIVITI

Seat at the Table

Boardspan congratulates Dr. Gregory Moore, former Corporate VP of Microsoft Health & Life Sciences at Microsoft, on his appointment to the Fortive board. Boardspan is delighted to have advised the company on this placement. 

• AIG elects to its board Juan Perez, EVP and CIO at Salesforce

• DuPont appoints to its board Kurt McMaken, CFO of cash and valuables management firm Brinks

• Edison International welcomes to its board Jennifer Granholm, Former United States Secretary of Energy

• BioMarin adds to its board Timothy Walbert, former Chairman, President and CEO of Horizon Therapeutics

• Crown Laboratories announces to its board Adrianne Shapira, former Managing Director of Equity Research at Goldman Sachs

• ZoomInfo welcomes to its board Rob Giglio, Chief Customer Officer at Canva

• Beverage firm Dutch Bros adds to its board Kory Marchisotto, SVP and CMO of e.l.f. Beauty

• Albertsons Companies elects to its board Frank Bruno, Co-CEO of investment adviser Cerberus

• MetLife announces to its board Christian Mumenthaler, former Group CEO of Swiss Re

• Payment processing firm Deluxe appoints to its board Morgan Schuessler, President and CEO of financial services firm Evertec Group

• Contract research firm Fortrea elects to its board Erin Russell, former Principal of private equity firm Vestar Capital Partners

• Payment software firm Payoneer adds to its board Barak Eilam, former CEO of software firm NICE

• Healthcare firm Centene Corporation welcomes to its board Kenneth Tanji, former EVP and CFO of Prudential Financial

• DiaMedica Therapeutics announces to its board Daniel O’Connor, former CEO of Ambrx Biopharma

• Digital commerce firm NCR Voyix elects to its board Jeffrey Sloan, former CEO of Global Payments

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.