Leadership Shakeups, Legal Battles, and the Ever-Increasing Demands on Boards
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7/17/25 – Issue 10.28 – Your weekly news on all things board. 

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Board service – it’s hard work, getting harder. From the executive suite to courtrooms, boards and the decisions they make are facing heightened scrutiny. These times demand more from directors: oversight is table stakes and the real value-added comes from proactively navigating risk, ambiguity, dynamic environments, and preserving trust amid shifting stakeholder expectations. Kenvue’s abrupt CEO departure and strategic review offer a real time example of a board stepping in to address performance concerns. At Tesla, the exit of its top North American sales executive marks the latest in a wave of high-level departures, intensifying pressure on leadership to steady the ship amid declining demand and shifting strategy. Unilever’s appointment of a new Ben & Jerry’s CEO, made without the involvement of the brand’s independent board, has reignited legal tensions and revived questions about the boundaries of board authority in mission-driven subsidiaries. Meanwhile, activist investors like Elliott are reshaping influence, as seen in HPE’s latest board reshuffle. A high-stakes Delaware trial examining the Meta board’s oversight of the Cambridge Analytica scandal ends unsurprisingly with a settlement, allowing directors to avoid testifying in what could have been a precedent-setting moment for board accountability. Politics remain a factor in governance and strategic decisions across sectors as the board of the Corporation for Public Broadcasting enter an existential battle over independence and the nation’s top bankers are weighing-in on retaining the Fed’s leadership. Over the pond, Britain’s HSBC joins the fray of global banks abandoning what was once a stalwart commitment to the environment, claiming a host of reasons for dropping out. Oh yes, it’s getting harder and we see a new model of board leadership evolving that is increasingly informed, engaged, and agile.

 

In the Spotlight

 

Kenvue CEO Out, Board Steps In

As sales slide, a director takes the helm, and a broad strategic review gets underway

 

"Kenvue, the Johnson & Johnson spinoff that makes Tylenol and Benadryl, said Chief Executive Thibaut Mongon has departed and that the company is considering simplifying its portfolio amid a recent sales slump. The Summit, N.J., drugmaker on Monday named director Kirk Perry interim chief executive officer after Mongon’s departure from the company and board. The company also said a strategic review is underway and that it is considering a broad range of potential alternatives, including ways to simplify its portfolio and how it operates. The pivot comes as Kenvue in June said consumers continue to pull back on spending and retailers are increasingly destocking inventories amid tariff-related macroeconomic pressures.” WALL STREET JOURNAL

 

Tesla’s Sales Chief Departs Amid Leadership Exodus

The latest departure adds to a growing list of high-ranking executives exiting Tesla, raising fresh questions about internal stability and strategic direction

 

“Tesla's top sales executive in North America, Troy Jones, has left the electric vehicle maker in the latest senior departure at the company…. The reported exit comes at a time when Tesla is grappling with flagging sales, as demand in Europe and North America crumble amid Tesla's aging vehicle line-up and increased competition from rivals offering more affordable alternatives. Tesla has seen a wave of high-level executive departures since early last year, including key figures like CEO Elon Musk's confidant, Omead Afshar, chief battery engineer Drew Baglino and global public policy head Rohan Patel…. Their departures, along with others in legal and supply chain leadership, have raised questions about internal stability at the company as it navigates a sales slump and a shift to robotics and self-driving technology.” REUTERS

 

Unilever Sidesteps Ben & Jerry’s Board in CEO Pick

Independent board excluded from process, escalating long-running governance clash

 

“Unilever has appointed a new CEO for Ben & Jerry’s, stepping up a dispute with the ice-cream brand’s independent board. Jochanan Senf, a longtime Unilever executive who previously served as managing director of Ben & Jerry’s Europe business, will start in the new role this month. Unilever is embroiled in a legal fight with Ben & Jerry’s independent social-mission board over issues including the removal of the brand’s previous chief executive, David Stever. The board in a March legal filing accused Unilever of ousting Stever because he had defended the brand’s social-activism efforts. In an unusual provision of the acquisition agreement Unilever struck with Ben & Jerry’s more than two decades ago, the brand’s independent board retains decision-making about its social mission and marketing. The board and Unilever have fought bitterly for years over the brand’s social activism—particularly its public stances on Israel and the Palestinian territories.” WALL STREET JOURNAL

 

From Boardspan this Week

 

Data, Disruption, and the Boardroom: Six Essential Moves for Boards

 

Missed our standout webinar with David Kenny, Executive Chair of Nielsen? Here’s a quick recap of the six key insights on how boards can lead effectively in an era shaped by data abundance, rapid disruption, and AI-driven decisions.

 

Across the Board

 

Elliott Strikes Governance Deal with HPE

Board expansion includes KLA chair as part of agreement giving activist a seat at the strategy table

 

“Hewlett Packard Enterprise has agreed to cooperate with activist investor Elliott Investment Management and added a veteran tech executive to its board as part of efforts to boost shareholder value following its Juniper Networks acquisition. Robert Calderoni, chairman of chip tools maker KLA, has joined HPE's board and will lead a new strategy committee formed under a cooperation agreement with Elliott that includes information-sharing…. Elliot also has the right to appoint an employee to HPE's board under the agreement that lasts at least a year and prevents the hedge fund from launching proxy contests.” REUTERS

 

Trump Administration Sues to Oust Corporation for Public Broadcasting Board

A Trump executive order from May aimed to slash public subsidies to PBS and NPR, which have called the move blatantly unlawful

 

“Just as the Senate began debate on the rescissions package that would strip the Corporation for Public Broadcasting of two years' worth of its funding, the Trump administration filed a new lawsuit against the three CPB board members whom the president has attempted to fire but have refused to leave. Tuesday's filing, in US District Court in Washington, is the latest volley in a monthslong legal fight between the administration and the entity that funds the nation's public radio and television stations. It seeks to affirm President Donald Trump's power to remove members of the CPB board -- a power the corporation and its board members insist he doesn't have.” ABC

 

Meta Board Sidesteps Trial with Last-Minute Settlement
Privacy lawsuit over board’s handling of Cambridge Analytica data scandal ends just as trial begins, sparing top leaders from testimony

 

“A lawyer in a data-privacy case against current and former Meta Platforms officials told the judge that shareholders who brought the suit and the defendants had agreed to settle, ending the trial on its second day. The settlement means high-profile Meta executives and board members will avoid testifying about their response to the Cambridge Analytica scandal. A group of company shareholders in 2018 sued some members of the board of what was then known as Facebook, including director Marc Andreessen, Chief Executive Mark Zuckerberg and former Chief Operating Officer Sheryl Sandberg. The plaintiffs said the directors didn’t ensure the company protected its users’ data, leading U.K. data firm Cambridge Analytica to improperly access information from millions of Facebook users.... The trial would have been a test of corporate rights in Delaware. Meta threatened to move its legal headquarters out of the state earlier this year, but hasn’t reincorporated in another state.” WALL STREET JOURNAL

 

Opinion: Could Tim Cook Be Headed for the Chairmanship?

Despite product concerns and market pressure, board loyalty and long-term growth keep Cook firmly in control

 

“Tim Cook is pretty continually criticized for issues ranging from stumbles over the launch of Apple Intelligence, to how he isn't a product person, and also how he just isn't his predecessor, Steve Jobs. At times, there are calls from pundits and analysts saying that Cook must be fired, but he never is, he never will be — and now according to Bloomberg, that's also the firm opinion the opinion of Apple's board. Specifically, it's because although Apple's shares are down 16% in 2025 — chiefly due to Trump's whim-based tariffs — they are overall around 1,500% higher than when Cook took over as CEO. The report notes that Apple's board of directors contains what it describes as Cook loyalists, such as Arthur Levinson, Susan Wagner, and Ronald Sugar, who have rarely interfered with the running of the company.” APPLE INSIDER

 

Bank CEOs Are Coming Out Fighting for Fed Independence
David Solomon, Brian Moynihan, and Jane Fraser join the central bank’s defenders

 

“The nation’s biggest bankers are speaking out to defend the independence of the Federal Reserve while President Trump openly discusses ousting Chair Jerome Powell. Goldman Sachs Chief Executive David Solomon, Bank of America head Brian Moynihan and Citigroup’s Jane Fraser said on Wednesday the central bank’s ability to operate without White House or political interference is critical to the U.S. economy and financial markets. They followed JPMorgan Chase CEO Jamie Dimon, who said the same thing on Tuesday…. The remarks fit with their long stated opinions about monetary policy. Banking leaders are now weighing in as they encounter an unusual situation in which a president is openly pressuring the Fed to cut interest rates and discussing firing the chairman. Bankers fear a change would upset the global markets, the status of Treasurys as a haven and their own operations.” WALL STREET JOURNAL

 

HSBC Exits Climate Pact, Joining Wave of Bank Withdrawals

As political pressure mounts, global banks retreat from climate coalitions once seen as industry standard

 

“Britain's HSBC became the latest bank to leave the industry's climate coalition on Friday, following in the footsteps of major U.S. lenders as some governments' net zero ambitions cool. HSBC said while it recognized the role played by the Net-Zero Banking Alliance (NZBA) in developing guiding frameworks to help banks set emissions-reduction targets, the foundation was now in place and it had decided to withdraw from the group as it prepares to update its net-zero transition plan…. Global peers including JPMorgan, Citi, Morgan Stanley, Macquarie and Bank of Montreal have all exited the group this year. The group was formed in 2021 to help align the sector with the world's goal of limiting global warming, including by mobilizing more money for environmentally friendly activities and setting targets for members to reduce emissions linked to their business activities. HSBC dropped a 2030 emissions-reduction target in February blaming slow progress towards net zero in the real economy.” REUTERS

 

Board Leadership in Navigating Volatility

Governance models that prioritize responsiveness, learning, and clarity are proving critical in uncertain times

 

“Public company boards are facing an unprecedented convergence of destabilizing forces, including geopolitical shocks, inflation, supply-chain disruptions, social unrest, and rapid technological change. At the same time, stakeholders continue to have high expectations for effective board oversight and value creation…. Forward-thinking boards treat volatility as a strategic catalyst rather than a threat. By anticipating issues, developing flexible response frameworks, and thoughtful stakeholder engagement, boards can create a governance framework that anticipates disruption rather than merely reacts to it. Directors who master this proactive approach fulfill their fiduciary duties to the corporation and its shareholders while positioning the company for success during volatile times.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

 

What It Takes to Lead in the Boardroom: Insights for Prospective Directors

In today’s evolving governance landscape, the role of a director extends beyond oversight—it demands cultural stewardship, strategic insight, and emotional intelligence

 

“In today’s new era of governance, board members who can shape and sustain a strong board culture are emerging as enablers of organizational success. The Wharton Alumni for Boards community and Nasdaq Center for Board Excellence convened a panel of seasoned directors to share insights and practical strategies for enhancing board engagement…. Governance is a core driver of an organization’s long-term value and resilience, yet fiduciary duties are carried out in widely varying ways across boards. The panel stressed the importance for prospective directors in conducting thorough due diligence to assess the board’s responsibilities, the board culture, and the degree of influence they can realistically expect.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

    Seat at the Table

    • Power solutions leader Cummins elects to its board Matthew Tsien, former EVP and CTO of General Motors

    • Ingersoll Rand appoints to its board Aurobind Satpathy, Senior Partner at McKinsey & Company

    • Akamai Technologies adds to its board Janki Akella, former Head of Digital Transformation with Google's Cloud; and Bas Burger, CEO of BT International

    • Moody’s Corporation announces to its board Sumit Dhawan, CEO of cybersecurity firm Proofpoint

    • Scholastic elects to its board Milena Alberti, Global and US CFO of Penguin Random House; and Anne Clarke Wolff, former CEO of Independence Point Advisors

    • Commercial Metals Company welcomes to its board Dawne Hickton, Chair, CEO, and President of metals manufacturing firm Cumberland Additive

    • CCC Intelligent Solutions Holdings names to its board Barak Eilam, former CEO of software firm NICE

    • Resolute Holdings Management appoints to its board Wayne Hewett, former CEO of packaging supplier Klöckner Pentaplast Group; and Timothy Mahoney, former CEO of Honeywell Aerospace

    • Oil & gas services firm RPC elects to its board Gary Kolstad, former Chairman and CEO of oil & gas firm Accuscribe

    • Empire State Realty Trust adds to its board George Malkin, President of investment firm Malkin Holdings

    • Marine Products names to its board Gary Kolstad, former Chairman and CEO of oil & gas firm Accuscribe

    • Transportation asset leasing firm GATX Corporation welcomes to its board Robert Wetherbee, Executive Chairman of materials firm ATI

    • AI firm LivePerson appoints to its board Tony Zingale, former CEO and Executive Chairman of Jive Software

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