Director's Domain: Corporate Governance News & Board Insights

November 13, 2025 -

Shareholder influence comes under scrutiny. Various branches of government are exploring pathways to curb the influence of proxy advisers and index fund giants, in a bid to upend their power in shareholder voting and their influence on ESG-related shareholder proposals. The Federal Trade Commission announced the launch of an antitrust probe into the proxy firms ISS and Glass Lewis. The Trump administration is also reportedly considering a ban on shareholder recommendations and other measures that would curb the influence of proxy firms and index fund giants like BlackRock and Vanguard.  At the same time, SEC Chairman Paul Atkins is signaling a potential change in legal interpretation that would favor state law over federal law in shareholder proposal governance, a development that could significantly alter how boards engage with activism. Already, the administration’s stance on climate change has introduced new norms for corporate action and messaging around environmental policies. Meanwhile, the approval of a $1 trillion pay package for Tesla CEO Elon Musk raises deeper questions about CEO leverage and the precedent it sets for board decision-making. AI governance frameworks remain an urgent priority. And at Diageo, a bold CEO appointment underscores a growing demand for turnaround leadership at the top. Power and influence, it seems, are being renegotiated with regularity.

November 06, 2025 -

The price of success? This week the Tesla board awaits the answer to its $878 million question: Will shareholders approve its unprecedented compensation package for Elon Musk, which would stake the company’s future on a single leader with immense influence, and significant conflicts? One of the carmaker’s largest investors has already said no, underscoring growing concerns about concentrated power and key person risk. Meanwhile, new data shows board refreshment slowing to a nine-year low, with incoming directors trending older as companies favor experience in a volatile climate. Victoria’s Secret faces an activist’s call for board leadership change. Kenvue has agreed to a $40 billion sale to Kimberly-Clark. Denny’s goes private. In Washington, SEC Chair Paul Atkins is pushing to revive the IPO market by reducing regulatory hurdles, though his approach has sparked concern. Responding to a survey of global CEOs which found that 94% say AI could outperform at least one director on their board, researchers unveil a thoughtful experiment that demonstrates how much could be gained, as well as lost, by relying on bots in the boardroom.

October 30, 2025 -

What is the cost of change? This week’s wave of large-scale layoff announcements from Amazon, General Motors, Target, UPS, and others signals more than belt-tightening. It marks a turning point in which companies and their boards are grappling with the second-order effects of economic volatility, shifting consumer behaviors, and of course, AI. Many of these cuts reflect strategic recalibrations, raising urgent questions for directors about how to steward human capital, uphold corporate resilience, and define long-term value in an age of breathtakingly rapid and profound disruption. Meanwhile, the consolidation of power at the top continues: for the first time since the financial crisis, every major U.S. bank now has a CEO who also chairs the board. At Tesla, Chair Robyn Denholm warns that Elon Musk may walk away if shareholders reject his proposed $1 trillion pay package, intensifying debate over the board’s independence and its ability to effectively oversee Musk’s influence. New data shows that some 40% of outgoing S&P 500 CEOs stay on as board chairs. And Glass Lewis’s decision to sunset its benchmark proxy voting policy signals a new era of investor fragmentation, where boards must navigate more customized and less predictable voting dynamics. The price of rapid change is coming into focus and it is not only measured in dollars or headcount, but in how well boards can guide strategic shifts and recognize their opportunity and accountability for shaping their organization’s future.

October 23, 2025 -

Activism isn’t just louder; it’s arriving from unexpected places. From a controlling Foundation to a Super Bowl champion, this week made clear that the forces promoting corporate change are no longer predictable. At Novo Nordisk, it wasn’t a hedge fund or a dissident shareholder leading the charge, but its own controlling Foundation, ousting seven directors, including the chair, in a dramatic push to reassert market dominance in the obesity-drug race. Over at Six Flags, celebrity activism went mainstream: NFL star Travis Kelce joined forces with Jana Partners in a high-profile campaign, signaling that attention, not just equity, is now part of the activist toolkit. Meanwhile, Warner Bros Discovery, the subject of activist pursuit earlier this year, is now entertaining a full sale amid mounting strategic pressure. Add in the U.S. government’s increasing equity stakes in critical sectors, and boards must prepare for a new class of “activists”, some with national interests, others with their own biases. The drumbeat of change continues as AI continues to reshape business models, political dynamics further reshape boardrooms, and consolidation is now reshaping industries. This week’s theme: expect the unexpected.

October 16, 2025 -

The payday heard round the world. The Tesla board’s eagerness to reward its CEO Elon Musk should he succeed at ambitious goals is being debated in boardrooms, chatrooms and everywhere in between. Is it an appropriate incentive, an absurdly large handout from a board that lacks independence, or a method to ensure Musk retains enough control to outmaneuver activist investors and others who favor greater oversight? Musk’s potential compensation packages include a $56 billion plan under legal review and a $1 trillion package facing shareholder scrutiny, and have become more than headline-grabbers. They are testing longstanding governance norms with challenging questions: Must compensation decisions be made by independent board members, and will Delaware Law continue to define corporate legal standards? The results of the legal case and shareholder vote will undoubtedly engender more debate. Meanwhile, Walmart’s leap into AI-enabled shopping via ChatGPT marks a significant strategic shift that is likely to reverberate throughout the retail world, while giving OpenAI unprecedented access to consumer shopping insights. Even as AI is finding its way into companies large and small, many boards have yet to define their approach to it, with AI literacy gaps threatening to outpace oversight capacity. On the investor front, the 2025 proxy season saw an increase in governance proposals, as shareholders sharpened their attention on director qualifications, tenure, and accountability. And finally, LendingTree’s CEO’s tragic accident offers a sober reminder that an emergency CEO succession plan is not just a governance exercise but a practical necessity when the unthinkable happens. For boards, this week was a study in how oversight gets tested in real time.