Director's Domain: Corporate Governance News & Board Insights

June 05, 2025 -

CEO pay is soaring — and, unsurprisingly, so is the scrutiny. As executive compensation climbs ever higher, so does the attention from investors, boards, and the public eye. Compensation for S&P 500 chiefs jumped nearly 10% this year, with performance-tied stock awards driving many of the largest packages. Yet as executive pay reaches new heights, investor tolerance may be leveling off. Warner Bros. Discovery shareholders issued a symbolic rejection of David Zaslav’s $52 million package, and Tesla’s board is facing a thorny dilemma: how do you compensate the world’s richest man when the courts have thrown out his last deal? Meanwhile, the abrupt exit of UnitedHealth’s CEO and a rise in interim appointments are reigniting concerns over succession planning—raising questions about how well boards are balancing near-term incentives with long-term leadership readiness. In today’s environment, where stakeholder expectations are rapidly evolving and AI governance is rising on board agendas, directors are under pressure to align pay, performance, and planning with a sharper sense of purpose.

May 29, 2025 -

CEO shortage? Departures from the corner office continue at a record pace and have revealed a shrinking bench of willing and qualified successors. Some suggest that would-be chief executives are simply sitting out the current political and market turbulence. Others find that next-gen senior leaders are exiting for opportunities that may fast-track their success, and leaving behind a thin bench. Taken together, many boards see a looming C-suite succession crisis. The timing is hardly ideal, with directors acknowledging that U.S. companies face higher levels of risk today due to tariffs, supply chain uncertainties, recession concerns and more. Other risks boards are concerned about include the lack of AI fluency in most boardrooms and the manipulation of facts that can erode trust in companies and their messaging. To succeed in such volatile times, boards and management teams both need great leaders. So, despite the challenges, forward-thinking boards will undoubtedly make CEO succession planning a priority, recognizing its importance among all the risks they must monitor.

May 22, 2025 -

Power, pressure, and performance are converging in the boardroom. CEOs are stepping into the spotlight, whether intentional or not, to make their voices heard when they have an agenda. New survey data shows that only 35% of executives see their boards as good or better (and that is up from prior years), causing some to ask if that is high enough?  CEOs still see room—and need—for change. Whether it’s Jamie Dimon choreographing JPMorgan’s succession, Elon Musk reaffirming his commitment to Tesla amid investor unease, or Fidji Simo stepping into a pivotal executive role at OpenAI, today’s CEOs are navigating complexity with unprecedented visibility. At the same, CEOs demonstrate the need to dance around the current political minefield. Regulatory pressure, geopolitical tensions, and shareholder activism are forcing boards to reevaluate how closely they align with—and challenge—their most powerful voices. For directors, one thing is clear: expectations are climbing, scrutiny is sharpening, and effective leadership now calls for decisive, forward-looking action.

May 15, 2025 -

AI is reshaping the workforce in more ways than one, as Microsoft lays off managers to invest more in AI, and Google launches a fund to accelerate the next generation of AI startups. Boards themselves have been reshaped by now-defunct laws and various pressures to diversify, such that women and people of color now hold 50.2 percent of board seats in S&P 500 companies. Meanwhile, UnitedHealth reinstates a former CEO amid crisis and former Kohl’s director Christine Day speaks out about her reasons for stepping off the board of the troubled retailer. Boards this week are also benefiting from advice on everything from how to fend off activist shareholders to overseeing the response to ransomware attacks. For directors, this moment isn’t just about navigating seemingly relentless disruption, it’s about staying focused on strategy, readying for challenges seen and unseen, and staying true to core values.

May 08, 2025 -

Leadership transitions, acquisitions, shareholder proposals, and yes, more activist investor activity are the focus of boardrooms this week. Warren Buffett’s decision to step down as CEO of Berkshire Hathaway sets in motion a long-anticipated succession, while his retention of the chairman role aims to provide greater continuity. Meanwhile, Berkshire shareholders, including Buffett, who holds a 30% stake in the company, rejected seven proposals whose aims included exposing the risks of DEI initiatives at subsidiary companies and formalizing governance requirements for AI oversight. Shareholders at a number of public companies have voted against proposals that aim to reverse DEI efforts. And a couple of notable acquisitions suggest that even in these tumultuous times, deals are getting done. Meanwhile, activist investors continue to reshape corporate strategy: Charles River struck a board deal with Elliott, BP pivoted under pressure, and Harley-Davidson faces conflicting proxy advice. Across the Atlantic, Ben & Jerry’s clash with Unilever underscores tensions between brand autonomy and board control. In higher ed, governance boards are under political siege, sparking calls to defend their independence with a very real example playing out at Harvard. The through-line? Boards are navigating more than financial performance, they are managing values, visibility, and volatile stakeholders in equal measure.