Director's Domain: Corporate Governance News & Board Insights

June 17, 2025 -

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.

July 10, 2025 -

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.

July 03, 2025 -

Mixed Signals. They’re everywhere and affecting both short-term and long-term decisions, making boardroom work even more challenging. While Washington debates the budget, a new jobs report defied predictions of a slowdown even as layoffs hit their highest level since 2020. Paradoxically, hiring remains steady and unemployment low, yet workforce reductions are accelerating—driven in part by tariffs, demographic shifts, and government-led restructuring initiatives. As management teams navigate this puzzling labor landscape, the bar goes up for boards to understand and govern with informed scrutiny. To wit, directors are being asked to respond more quickly and strategically to complex topics – from AI oversight to shifting regulatory winds. Sustainable success and long-term value creation are increasingly on the agenda, showing up sometimes as a primary topic and other times as a result of the board’s decisions elsewhere. By way of example, Paramount shareholders re-elected the full board despite proxy advisor opposition, but not before the entertainment giant agreed to pay President Trump $16 million to settle a high-profile defamation suit which critics viewed as legally weak. Nonetheless, the board—led by Chair Shari Redstone— concluded that resolving the dispute could smooth the path to regulatory approval for its proposed merger with Skydance. Unsurprisingly in this environment, activist investors are pressing for board accountability with greater precision, even as campaign volume tapers amid geopolitical and economic uncertainty. When the signals conflict, good governance is invaluable to charting a course forward.

June 26, 2025 -

Try as you might, there’s no escaping politics. While boards guide management teams to stay out of the fray, that is becoming harder to do, especially when so many others are stirring the pot. CalPERS CEO Marcie Frost came out in defense of proxy firms ISS and Glass Lewis as a valuable shareholders’ service, at the same time Republican legislators at the state and national levels introduce legislation that would rein in any pro-ESG guidance. Meanwhile, some 120 “anti-ESG” shareholder proposals have been submitted by conservative proponents so far this year, with a growing number seeking to upend DEI initiatives, though none has garnered even moderate support. Tobacco company Reynolds America says it has agreed to discontinue affirmative action programs and eliminate DEI goals in response to pressure from an anti-DEI activist. Comcast shareholders rejected a conservative think tank’s proposal to split the Chair and CEO roles, an attempt to limit the power of CEO Brian Roberts, often under fire by President Trump for MSNBC’s editorial content. Even a merger between advertising giants Omnicom and Interpublic was dragged into the political arena by an FTC consent decree requiring the merged company to agree it would not boycott media platforms because of their political content. And an association of college professors in Virginia is pushing back on university governing boards, which in the case of state schools are typically appointed by the governor, to interfere in hiring or tenure decisions. Having so many chefs in the kitchen certainly raises the heat.

June 19, 2025 -

AI has become a frequent topic in the room where it happens — and once the conversation starts, no one seems eager to step out. With new uses cases identified daily, leaders are deploying AI to make their organizations more efficient. For those who govern these organizations, the bar continues to go up when it comes to understanding AI’s potential and its pitfalls. This week, both Amazon and Microsoft made it explicit that AI deployment will lead to a clear reduction in the two tech giants’ workforces. Leaders across numerous other industries echoed that view, signaling leaner teams and rising productivity expectations. As the drive for efficiency accelerates, so will questions of governance as boards grapple with the strategic, practical, and ethical consequences of automation, with technology often moving faster than governance guardrails can be built. Meanwhile, activist investors are intensifying their scrutiny of board composition, succession planning, and oversight, as seen in two new campaigns. At the same time, DEI seems to be taking a time-out, at least in terms of how it shows up on most agendas. The work of the board continues to demand deep engagement, wise governance, and continuous education. That’s what’s going on in the room where it happens.