Director's Domain: Corporate Governance News & Board Insights

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.

October 09, 2025 -

When are two heads better than one? This week’s boardroom headlines shine a light on that very debate. At UnitedHealth, calls to split the CEO and Chair roles reflect mounting investor concern over crisis management, regulatory scrutiny, and the optics of re-concentrated power during a period of instability. The conversation intensifies at Wells Fargo, where activists are challenging the board’s quiet removal of its independent chair requirement, just as the bank reasserts control post-scandal. Verizon, responding to stock underperformance, proactively splits the top two roles while appointing lead director Daniel Schulman as CEO and a new independent Chair. 

Curious about trend lines? As of 2024, approximately 60% of S&P 500 companies had separated the CEO and Chair roles, up from less than 40% a decade ago. Coincidentally, Boardspan just released two timely reads with both Chairs’ and the CEOs’ perspectives on board dynamics, featured below. In other news, boards are confronting deeper oversight nuances, from cybersecurity to strategic risk, where fluency and judgment increasingly outweigh formal structures. In an era of constant pressure, boards are pushing themselves to stay agile, find new solutions, and constantly evolve lest they fall significantly behind.

October 02, 2025 -

Turbulent at the top. A spate of high-profile CEO exits this week, from mining to pharma to rail, underscores the challenges leaders face in an unstable economy. New CEOs are entering a pressure cooker of tariffs, cost inflation, and fickle consumer sentiment; they have little margin for error yet may also have less economic data available for decision making as the government enters a shutdown. Several high-profile companies, including Sweden’s Spotify, whose founding CEO Daniel Ek is moving into a strategic chairman role, and Oracle are betting that two at the top is better than one as they appoint co-CEOs to lead them into the future. Amid the tumult, several notable shifts are taking place: boards are recruiting more former CEOs whose experience is in high demand during these complicated times (leading to less diversity in the boardroom), while companies expand their C-suites, creating new leadership roles to effectively manage current opportunities and risks. This week's news suggests that boards are confronting economic uncertainty by doubling down on strategic expertise within the boardroom, the corner office, and across the C-suite.

September 25, 2025 -

Political risk. Increasingly, boards recognize the need to anticipate challenges arising from a new level of government engagement with business. Kenvue, the J&J spinoff of household names like Tylenol and Band-Aid, tried hard to forestall the reputational crisis unleashed by the Trump administration’s unproven linkage of the painkiller with autism. Google is staring down a potential breakup, with the Justice Department seeking antitrust remedies that could reshape digital advertising and raise pressing questions about how boards prepare for existential legal threats. The U.S.-China standoff over TikTok is giving way to a new governance arrangement, placing board composition at the heart of national security debates. No wonder 84% of boards now say they regularly assess the impact of political risk on the company’s existing strategy. In other news, it’s all AI, all the time. Record-level investments, executive restructuring, and rising liability concerns are converging faster than many boards can calibrate. The promise is enormous, but so is the risk, with the vast majority of corporations reporting in an MIT survey that, to date, the ROI is zilch. Political interference and AI are but two facets of change in a business environment that is anything but stable. There’s no roadmap for navigating this terrain, but some long-standing advice from childhood comes to mind: “Be nimble. Be quick.”