Director's Domain: Corporate Governance News & Board Insights

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.

June 12, 2025 -

Accountability. Every board knows, or should know, “the buck stops with you.” This week we see boards confront this reality head on, as shareholders demand greater accountability from directors and one board resigns en masse in response to that ultimate accountability being undermined. At Netflix, a long-serving lead director handed in his resignation after failing to secure majority shareholder support, presumably because ISS advised shareholders against re-election based on inadequate meeting attendance in 2024; media reports suggest the director had near-perfect attendance in 2024 and so far in 2025 calling into question the rationale for ISS’s guidance and creating expectations that Netflix won’t accept the resignation. Meanwhile, the Tesla board is getting an earful from institutional investors who want assurance that the board is fulfilling its fiduciary duties in the wake of CEO Elon Musk’s engagements with the Trump White House that have caused Tesla’s stock and its brand reputation to plummet; specific demands include independent directors, a prohibition against overboarding, and a viable management succession plan. And pundits take a deep dive into the governance issues that led a director to offer a very public resignation from the Harley-Davidson board to call out perceived governance lapses and limited oversight of executive leadership. And the entire board of the prestigious Fulbright Program resigned, citing political interference by State Department officials, an extraordinary protest over compromised oversight and board autonomy. As boards move into the second half of the year, they face a complex terrain shaped by activist investors, political crosswinds, and operational volatility. While each unique circumstance must inspire an appropriate and thoughtful response, there is no doubt that embracing high standards of governance and owning the board’s accountability is always the right thing to do.

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.