Director's Domain: Corporate Governance News & Board Insights

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.

May 01, 2025 -

Another week, another spate of activist investors seeking board seats and influence over management decisions at public companies. Lyft aims to rebuff Engine Capital, which is pushing for the rideshare company to undertake a strategic overhaul—and possibly a sale—and has called out the board for an alleged lack of experience and financial acumen. Meanwhile, Match Group and IAC both opted to compromise with activists, each adding new directors in response to investor demands. Public companies are feeling pressure from all sides, with economic and policy shifts scrambling supply, demand, planned capital investments, deals, and now even the ability to provide financial forecasts. The global uncertainty is also focusing shareholder attention on board-level risk oversight and the ability to anticipate emerging threats. And in an unusual governance showdown, the Corporation for Public Broadcasting is taking legal action against a presidential attempt to oust board members—highlighting fundamental questions of board independence, in both public and private sectors.

April 24, 2025 -

Strong CEO-board dynamics have always mattered, but in today’s turbulent climate, they’re proving mission-critical. Trust, judgment, and communication top the list of must-haves, yet multiple reports point to a decline in these very attributes. The result? CEOs feel under-supported amid mounting uncertainty, while boards recognize room for improvement but don’t quite grasp the extent of the disconnect. Bridging that gap starts with awareness. Meanwhile, heightened risk sensitivities and global instability are further complicating the landscape. Even institutions that symbolize power and stability aren’t immune: the World Economic Forum is investigating its own founder, Klaus Schwab, and Elon Musk is shifting gears—again—back to Tesla. It’s a telling reminder that no one, not even the most prominent, is immune to disruption.

April 17, 2025 -

Is there enough gas in the tank? From high-profile exits at Nissan and Harley-Davidson to activist pressure at Lyft and BP, recent headlines point to a common theme: boards are under renewed pressure to revisit their composition and take a harder look at CEO succession. More than just governance hygiene, this is a core part of any company’s strategic narrative. Whether prompted by investor demands or internal concerns about leadership gaps, it’s clear the stakes around who’s at the table, and who’s leading the organization, have never been higher. New data confirms the urgency. Nearly 2,000 CEOs exited in 2024 alone, many through unplanned departures, while activist investors increasingly target not just the C-suite but the boardroom itself. The ongoing proxy battle at Phillips 66 underscores how far shareholders are willing to go to challenge entrenched leadership and push for annual board elections, a fight centered not just on process, but on performance and legitimacy. In this environment, succession planning and board composition aren’t just governance checkboxes — directors will want to approach them as strategic imperatives, central to company performance and worthy of clear communication to shareholders.