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7/10/25 – Issue 10.27 – Your weekly news on all things board. 

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A midsummer moment. Companies are waiting to see where things land in the latest round of tariff talks—and whether they will be targeted by activist shareholders. A fresh round of activist campaigns is expected in the second half of the year as M&A activity picks up. Any board that could be subject to such a campaign may want to take a good look at the results of a recent survey of institutional investors: The group was found to be largely supportive of activists who make strong arguments, hold leadership accountable, offer fresh perspectives, and bring about increased transparency at targeted companies. HPE will make for an intriguing case study: Several months after Elliott Management accumulated a $1.5 billion stake in the company, there have been no public statements by either side shedding light on what the investor wants or how the company is responding. In other news Linda Yaccarino is stepping down as chief executive of Elon Musk’s social media company X. Musk’s ongoing involvement in politics prompts Tesla shareholders to demand that the board require more accountability from him. CEO succession planning, the evolution of the Comp Committee’s purview, and other trending governance topics round out this issue’s summer reading.

 

In the Spotlight

 

Activists Regroup as Deals Return

After a quiet quarter, investors are preparing to re-engage—just as M&A momentum heats up

 

"Activist shareholders are poised to push harder for corporate changes in the coming months, finding fresh confidence to launch campaigns as the pace of dealmaking picks up again. Bankers, lawyers, and investors forecast a spike in fights over corporate leadership, operational improvements and spin-offs in the second half of 2025. Many global corporations will gird for costly and time-consuming battles, they said, even as some activist investors may be willing to compromise…. The expected rebound in campaigns at global companies will follow an unusually quiet second quarter when only 59 were launched, including ones at U.S. information technology company Hewlett Packard Enterprise and U.S. consumer healthcare company Kenvue, which makes Band-Aids and Tylenol.” REUTERS

 

Where Long-Term Investors Stand on Activism

A growing number of long-term investors are teaming up with activists—making shareholder alignment more critical than ever

 

“SquareWell Partners conducted a survey of over 30 institutional investors collectively responsible for more than $35 trillion in AUM from North America, Europe, and Asia. The survey engaged both Stewardship Team professionals and Portfolio Managers from investors of a range of sizes, employing both active and passive strategies, ensuring a balance of perspectives…. Investors overwhelmingly agreed that activism is a valuable market force; roughly three-quarters of responses appreciate the role of activists in catalyzing change and driving accountability. More than half of respondents also credited activists with bringing fresh perspectives and promoting transparency and engagement from the target company…. Poor governance was seen as a trigger for activism by a large majority of respondents (84%), reflecting the (71%) of investors that confirmed they were most comfortable supporting board-related activism” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

 

Hewlett Packard’s Quiet Battle with an Activist Giant

CEO Antonio Neri faces new pressure from Elliott Management, known for reshaping boardrooms—and leadership teams

 

“It was first publicly reported in April that the activist investor group Elliott Management had taken a $1.5 billion stake in Hewlett Packard Enterprise, and since then there has been nothing but complete silence on the issue from both companies. The investment—known to be a long position as opposed to a short bet against the company—is an acute one for HPE and its CEO, Antonio Neri. Fourteen chief executives have been forced out of their jobs after Elliott took a stake in their companies and demanded talks with their board…. But ousting Neri may not be Elliott’s plan.  Another option would be for HPE to give Elliott a seat on the board and to agree on a strategy to turn the company around. In one of Elliott’s other adventures, its assault on the oil refinery company Phillips 66, the investment fund made a plea to shareholders that showed that it actually prefers to reach a mutual agreement with a company rather than escalate to all-out civil war via a shareholder proxy vote.” FORTUNE

 

From Boardspan this Week

 

Data, Disruption, and the Boardroom with David Kenny

 

In this timely conversation, David Kenny, Executive Chairman of Nielsen, joins Abby Adlerman, CEO of Boardspan, to explore the evolving oversight landscape. Drawing on his experience across data, media, and technology, David offers a peer-level perspective on the questions boards may want to raise—and the judgment they’ll need to apply—in this next era of governance.

 

Across the Board

 

Linda Yaccarino Steps Down as CEO of X

Her departure follows the merger of Elon Musk’s xAI with X

 

“Linda Yaccarino said she is stepping down as chief executive of X, capping a tumultuous run atop Elon Musk’s social-media company. Yaccarino’s future at the company had been uncertain for months. Musk merged X with Grok chatbot maker xAI this spring, fusing two of his technology bets and making the social-media platform part of a broader AI-focused company. The high-growth potential of artificial intelligence became more important to investors than the tighter-margin social-media business overseen by Yaccarino…. Yaccarino told people close to her that the recent return of some advertisers and the merger, which made X a smaller revenue contributor, made it a good time to depart.” WALL STREET JOURNAL

 

Tesla Investors have a Message for Elon Musk: Stay Away from Politics

Musk’s political pivot sparks market backlash, highlighting investor fatigue with unpredictable CEO behavior

 

“Tesla’s board of directors was urged to put its foot down and rein in CEO Elon Musk after the electric car maker’s stock tanked following the mercurial mogul’s vow to launch a rival political party… Wedbush Securities analyst Daniel Ives penned a bluntly worded note on Tuesday calling on the board to ‘act now’ and establish formal boundaries around Musk’s political activities, warning that his increasing entanglement in Washington could threaten the company’s future…. Ives laid out a three-point plan for the Tesla board to keep Musk at the helm through 2030. It includes: (1) A new “incentive-driven pay package for Musk as CEO that increases his ownership of Tesla up to ~25% voting power” which would be drawn up by a special board committee. (2) Establishing clear guidelines for how much time Musk must devote to Tesla operations in order to receive his compensation. (3) Creating a dedicated oversight committee to monitor Musk’s political activities to determine whether any of them interfere with his duties as CEO.” NEW YORK POST

 

Nestle Chair's Exit Followed Rising Unease Over Direction
Investor discontent over post-pandemic performance and a CEO-to-chair transition model prompts leadership change

 

“Nestle's recent announcement that Chairman Paul Bulcke will step down followed rising investor unease over the food group's share price, the tenure of previous CEO Mark Schneider and concerns its corporate governance model was out of date, investors told Reuters. Support for Bulcke, 70, was ebbing away due to doubts about Nestle's recovery after the pandemic, when sales volumes flagged in 2023 as the world's largest packaged food maker increased prices to offset rising raw material costs… There was also discontent over Bulcke's loyalty to Schneider during that tough period, as well as Nestle's practice of making former CEOs chairmen, they said. Schneider was eventually ousted last August and replaced by Nestle veteran Laurent Freixe. The maker of Nescafe instant coffee and KitKat chocolate bars said on June 18 that Bulcke, CEO from 2008 to 2016, would step down as chair in April 2026…. His departure will mark the end of a near 50-year career that saw him rise from marketing trainee to the very top.” REUTERS

 

Getting CEO Succession Right

Avoiding common pitfalls—especially CEO reluctance—requires early planning and strong CHRO support

 

“CEO succession is one of the board’s most sensitive, high-stakes responsibilities. It’s not just about selecting a new leader—it’s about safeguarding the company’s future, preserving the outgoing CEO’s legacy, aligning diverse stakeholders, and maintaining confidence across the organization and the market. This report outlines 10 of the most common challenges boards face in CEO succession—and how a trusted CHRO can help avoid or resolve them. Based on in-depth interviews with board directors, investors, and succession experts, as well as findings from a national survey of corporate directors, we offer a practical board-centric perspective on strengthening CEO succession with critical CHRO support.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

 

Beyond Pay: The Expanding Role of Compensation Committees
The compensation committee's mandate is evolving—and so is the skill set required to lead it well

 

“Compensation committees have come a long way since their origin. Whereas they traditionally, and exclusively, discussed executive pay, many committees today are vital partners on a wide variety of talent, performance management, culture, leadership development, and oversight issues. Broadly, these topics all fall under the umbrella of human capital management (HCM)…. In the face of rapidly developing technological, regulatory, and societal shifts, boards are finding it essential to expand the scope and practice of corporate governance beyond the executive ranks. While this might have been unthinkable a decade ago, changing the compensation committee’s mandate to include HCM issues is a natural extension of previous duties.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

 

TVA Board Set to be All-Male, All-White

As corporate boards diversify, a federally owned utility doubles down on homogeneity—drawing renewed scrutiny

 

“The Tennessee Valley Authority Act of 1933, the legislation that created and governs the federal utility, mandates the U.S. president seek qualified candidates for TVA's board of directors who "reflect the diversity" of its seven-state service region. On Tuesday, President Donald Trump nominated four white men to join the three white men he left on the board after firing the only two female directors. While checking a box for geographical diversity -- one of the nominees, Randy Jones, is from Alabama -- Trump's picks would change the makeup of a board that has typically had non-white and non-male directors. TVA has walked back diversity efforts in response to Trump administration guidance, which has chilled corporate diversity programs across the nation.” CHATANOOGA TIMES FREE PRESS

 

Bringing Business to the Non-Profit Boardroom

For non-profits, the inclusion of for-profit executives brings valuable expertise, networks and decision-making capabilities that can elevate their professionalism and impact

 

“It must be flattering to be offered a seat on the board of a non-profit organization (NPO). After all, the non-profit sector has long valued for-profit executives for their business acumen, result-orientation and decision-making abilities. The appeal to serve on the board of an NPO may be an emotional one: service and meaning…. They advocate for accountability, counterbalance profit-driven motives, mediate between stakeholders, complement government services and even foster social innovation. At the same time, non-profits have reached a transformation moment. As public donations shrink – a trend now accelerating with recent shifts in aid policies by the United States and Europe –non-profits must take a proactive approach by refining their priorities, strengthening operational resilience and preparing for future shocks. But to achieve these, NPOs need strong leadership and effective governance. This is where the board comes in.” INSEAD

    Seat at the Table

    • BP appoints to its board Simon Henry, former CFO of Shell

    • Salesforce nominates to its board Amy Chang, former EVP and GM of Collaboration at Cisco; and David Kirk, former Chief Scientist at NVIDIA

    • Water infrastructure firm Artesian Resources elects to its board Salvatore Rossi, former President of Bank of America Delaware

    • ImmunoPrecise Antibodies adds to its board Jon Lieber, CFO at biotechnology firm Rallybio

    • iRhythm Technologies announces to its board Karen McGinnis, former Chief Accounting Officer at Illumina; and Kevin O’Boyle, former EVP and CFO at NuVasive

    • Akamai Technologies welcomes to its board Janaki Akella, former Head of Digital Transformation for Google Cloud; and Bas Burger, CEO of telecommunication firm BT International

    • Software platform Thryv Holdings names to its board Lou Orfanos, SVP and General Manager of Commerce at point-of-sale firm Toast

    • In-flight connectivity firm Gogo elects to its board General (Ret.) Mike Minihan, former Four-Star General in the United States Air Force

    • Sterling Infrastructure adds to its board Andrew Rose, former President and CEO of manufacturing firm Worthington Enterprises; and David Schulz, EVP and CFO at logistics firm Wesco International

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    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.

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