3/27/25 – Issue 10.12 – Your weekly news on all things board. 

This week’s boardroom headlines reveal a governance landscape defined by pressure, power shifts, and persistent questions about oversight. Activist investors continue to make waves and no industry sector seems untouched these days. From global energy to hospitality & gaming to biotech, new voices are appearing in the boardroom. And even without demanding a seat at the table, a looming investor voice at Tesla calls to replace Elon Musk as CEO based on recent performance even while acknowledging that the board is unwilling—or unable—to act. As boardroom behaviors are tested, political and cultural crosswinds are also intensifying. The upcoming proxy season is casting a light on how companies navigate shifting expectations: pro-DEI and anti-DEI proposals have both outpaced last year’s totals. The question boards now face isn’t just whether the earth beneath their feet is changing but how well equipped they are withstanding the rocking and rolling.

In the Spotlight

Tesla Investor Calls for Board To Oust Musk as CEO

Ross Gerber wants Musk out, adding that the board should not have even let him purchase Twitter, now X, without appointing another person to lead Tesla

“‘Why has the board of directors sat quietly while so much brand value has been eroded to the point that cars are being set on fire?’ he said. ‘It's been wildly negligent that the board has done nothing to curb Elon's behavior, especially around extremist statements.’ Still, he cast doubt that Musk would be removed by the board, which he says ‘solely functions at the benefit of Elon’ and has been ‘highly compensated’ by Musk. ‘They're not going to do anything he doesn't say,’ Gerber said. For years, he said, Tesla had a ‘very high premium’ attached to its brand because of Musk's leadership, but that the CEO has now become 'detrimental to the company' and has caused the stock to drop.” NEWSWEEK

Activist Elliott Sues Phillips 66 to Get Board Seats

Lawsuit comes after company failed to disclose the number of seats that will be up for election

“Activist investor Elliott Investment Management filed a lawsuit against Phillips 66 and its board of directors to require four board seats be up for election at the oil refiner’s next annual shareholder meeting. Elliott, which about three weeks ago nominated seven directors to the Phillips 66 board after disclosing a $2.5 billion stake in the company, said its lawsuit comes after Phillips 66 failed to disclose the number of seats that will be up for election or who its nominees will be… Phillips 66 most recently said there would be two seats up for election in the 2025 class and five in each of the 2026 and 2027 classes, which Elliott argues violates the company’s governing documents requiring director classes to be equalized.” WALL STREET JOURNAL

Carl Icahn Brings Two Directors to Caesars’ Board

Icahn and Caesars agreed to expand the size of the board 

“Earlier this month, Carl Icahn and Caesars reached an agreement in which the company consented to expanding the size of the board to 12 directors and appointing Jesse Lynn (general counsel of Icahn Enterprises) and Ted Papapostolou (chief financial officer of Icahn Enterprises) as directors to the company’s board. Icahn agreed to abide by certain customary standstill and voting provisions. This is not Carl Icahn’s first foray at Caesars. He filed a 13D in February 2019 stating then that he believed the board should conduct a strategic review with a view toward a sale of the company being the optimal path to shareholder value creation. On March 1, 2019, Icahn and Caesars entered into a director appointment and nomination agreement.” CNBC

Activist Investor to Join Illumina’s Board

Hedge fund Corvex Management has 2.5% stake in gene-sequencing machine maker

“Activist investor Keith Meister will join the board of directors of troubled gene-sequencing maker Illumina… Illumina, of San Diego, is a world leader in the manufacture and sale of genetic-sequencing machines and the chemicals the machines use. It has been buffeted in recent years by tougher antitrust enforcement, a proxy fight with Carl Icahn and most recently, geopolitics. Meister had worked for Icahn, serving as a top executive for Icahn’s company, before striking out on his own and building Corvex into a multibillion-dollar activist hedge fund. Icahn ran the Illumina proxy fight in 2023, after antitrust regulators in the U.S., as well as in Europe, challenged the company’s agreement to buy cancer blood-test maker Grail.” WALL STREET JOURNAL

From Boardspan this Week:

Governance in a Time of Turmoil: Geopolitics, Risk, and More with Globalist Michèle Flournoy

The world today demands more from boards than ever before. What was once a relatively stable landscape for governance has been upended by a convergence of global disruptions: Events like the COVID-19 pandemic and the Russia-Ukraine war have exposed vulnerabilities across industries, while rising economic nationalism and shifting regulatory frameworks have made long-term planning increasingly complex. 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.

Across the Board

How DEI Shareholder Proposals Are Faring in 2025

Anti-DEI proposals overtake pro-DEI proposals thus far in 2025 

“The intense focus on diversity, equity, and inclusion (DEI) following executive orders from President Donald Trump earlier this year are shifting the balance of pro- and anti-DEI proposals compared to the full 2024 proxy season… While it is likely that DEI will remain a hot-button issue for the next several years, it is interesting to see the shift already showing this year, with anti-DEI proposals overtaking pro-DEI proposals (at least at this point in the proxy season). If the number of pro-DEI proposals ends up being less than last year, perhaps the decrease could be explained by the lack of overall success of DEI proposals in recent years.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERANCE

The Board’s Role in Transformation
While boards don’t manage the organization’s talent, they’re still accountable for the ultimate success of its future leaders

“While boards must avoid getting into management’s operational responsibility, they instead have a very important role in promoting a strong and resilient culture, and in facilitating leadership development that maps to the organization’s strategic needs… Boards must also oversee talent across the entirety of the organization – and with a broader scope and longer time horizon than management. And this means engaging in detailed discussions around workforce planning, recruitment, and leadership development.” IMD

The Future of Board Diversity Disclosures

This proxy season will be critical for US companies when it comes to changing expectations around diversity standards and disclosures

“The current proxy season presents new challenges and opportunities for U.S. companies as they face shifting expectations regarding board diversity. There are a number of notable developments. The Fifth Circuit Court of Appeals decision to vacate the Nasdaq diversity rules, which required Nasdaq-listed companies to disclose board diversity statistics and have a minimum number of diverse directors, was the first. This ruling, along with recent updates to the proxy voting guidelines of proxy advisory firms and institutional investors, has created uncertainty and variability in the board diversity landscape.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

Should Boards Embrace Changes to Board Composition?

With an uncertain economy and changing political landscape, boards could find themselves under pressure to mix-up their composition

“Whenever difficult market conditions arise, boards can come under increasing pressure to make changes. Oftentimes, this involves adjustments to board composition. Corporate board members should embrace the need for evolution in leadership, even if it means they may have to exit a board… Sleep Number Corp. recently agreed to a board restructuring that involves the staggard retirement of five directors. Stadium Capital, its largest shareholder, was prepared to run a slate of candidates against the current board during elections at the upcoming annual meeting but withdrew its plans once several directors agreed to step down.” CORPORATE BOARD MEMBER

Seat at the Table

• Fiserv adds to its board Stephanie Cohen, Chief Strategy Officer at cloud connectivity firm Cloudfare

• SiriusXM Holdings welcomes to its board Anjali Sud, CEO of streaming service Tubi

• DNA Sequencing firm Illumina elects to its board Keith Meister, Managing Partner and CIO of Corvex Management

• Hormel Foods appoints to its board Jeff Ettinger, former President and CEO of Hormel Foods

• Data analytics firm Verisk nominates to its board Christopher Perry, President of Broadridge Financial Solutions; and Sabra Purtill, Advisor at American International Group

• Pool manufacturer Hayward Holdings welcomes to its board Ron Keating, President and CEO of optics firm Excelitas Tehcnologies

• Nuclear Technology firm Oklo appoints to its board Daniel Poneman, former Deputy Secretary of Energy at the U.S. Department of Energy; and Michael Thompson, CEO and Managing Partner of Reinvent Capital

• The Federal Agricultural Mortgage Corporation adds to its board Daniel Shaw, Owner of Shaw Farms

• Quantum Computing elects to its board Eric Schwartz, Managing Director at private equity firm Castle Harlan

• National Heath Investors announces to its board Robert Chapin, former CEO and Co-Chief Investment Officer of Bridge Seniors Housing Fund Manager

• Data infrastructure firm NetApp welcomes to its board Frank Pelzer, COO at software firm Spotnana

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.