Director's Domain: Corporate Governance News & Board Insights

March 19, 2026 -

Successful succession. We know that boards have long been challenged by management succession planning. Some, like the Disney board, which had an especially difficult time replacing long-time CEO Bob Iger, opt to recruit board members with experience executing successful transitions. At Lululemon, founder (and former CEO) Chip Wilson has been vocal about that company’s need for a CEO who can drive product innovation, and a loud critic of the board for failing to effectively succession plan before exiting its CEO in December, leaving the CFO to step in as interim-CEO; Wilson is waging a proxy battle to fill the board with directors aligned with his vision. The Lululemon board has been pushing back and this week announced the appointment of a new director: former Levi Strauss CEO Chip Bergh, who helped manage a successful CEO succession as he exited the denim maker. Wilson, unconvinced, vows to fight on. This is but one of the dramas unfolding in boardrooms this week, as activist investors increasingly target not only strategy and executives, but board members and their ability to oversee leadership and long-term value creation. This pressure is evident at Six Flags, where Jana Partners is calling for both a sale and a new board chair. Experienced advisors suggest boards begin conversations with activists by demonstrating open-mindedness and a willingness to communicate, to avoid creating an adversarial tone from the start. Board are mindful, too, of an evolving proxy landscape that is becoming less predictable, as large investors move away from proxy advisors and develop their own voting frameworks, and as voting rules have changed, potentially making some activist nominees easier to elect. Meanwhile, directors are balancing a more delicate internal mandate, supporting CEOs through external pressure while also defending pay decisions as boards continue to shield executive compensation from market pressures. Drama may be unavoidable, but do plan for succession. It’s critical, and costly to get wrong.

March 12, 2026 -

Activists are getting active. As boards enter the 2026 proxy season, they face a governance environment that is more contested, increasingly complex, and less predictable than ever. Starboard Value’s stake in frozen-foods giant Lamb Weston adds another activist voice to a company already navigating pressure from Jana Partners, illustrating how campaigns increasingly involve multiple investors pushing overlapping agendas. Meanwhile, Starboard Value is also pressing for change at used-car retailer CarMax, where it has nominated two directors and urged incoming CEO Keith Barr to pursue cost cuts and operational improvements. Even seemingly settled deals can quickly come back into play with Janus Henderson’s board standing by a previously negotiated deal with Nelson Peltz’s Trian Fund Management and rejecting a new unsolicited takeover proposal from Victory.
Beyond activist pressure and mercurial deal dynamics, the scope of board oversight continues to widen, ranging from how to refresh membership, what constitutes fulsome risk oversight, and where the regulatory is most hospitable. Leadership dynamics are also under scrutiny, as directors reassess how CEO tenure and the combination of the Chair & CEO roles shape effective oversight. As the 2026 proxy season approaches, boards are confronting a governance landscape that requires boards to go deeper, wider, and farther than ever before.

March 05, 2026 -

Increasingly, boards face decisions beyond deals or growth strategies, as companies navigate the fraught intersection of disruptive technologies, government power, and public confidence. AI companies Anthropic and OpenAI are both facing fallout from leadership decisions made in relation to contract negotiations with the Defense Department, as the Trump Administration, consumers, and even board members make their opinions heard. At issue is what role a company can or should have in ensuring that its technology isn’t used for illegal or nefarious purposes, and who controls the safeguards against abuse. There is a lot to unpack as negotiations continue to unfold and public sentiment and consumer reactions counter the government’s position. Clearly, complicated decisions with significant consequences are becoming the name of the game. In the entertainment space, Netflix chose to step away from the bidding war for Warner Bros., but many seem convinced the company won the strategic battle as it walks away with a $2.8 billion termination fee, while the winning bidder, Paramount, faces the challenge of integrating a massive media empire and delivering billions in promised synergies. Elsewhere, activist pressure remains a constant force in boardrooms, from Elliott’s investment in Pinterest to its agreement with J.M. Smucker to add two directors, and Lululemon founder Chip Wilson escalating his proxy fight for board seats. In an environment shaped by activism, politics, and rapid technological change, boards are increasingly responsible not only for strategy and oversight, but also for judging how their decisions can reverberate in terms of both risk and opportunity.

February 26, 2026 -

If there was any doubt that corporate boardrooms now sit squarely at the intersection of law, politics, and strategy, this week put it to rest. The Supreme Court’s tariff ruling sent companies scrambling to assess refund prospects and litigation options, even as the administration signaled it would impose new tariffs under different authority, potentially scrambling supply chains anew. At least 1,800 companies have now filed lawsuits seeking reimbursement of tariff payments. Meanwhile, the high-stakes bidding contest for Warner Bros. is unfolding in a political arena that includes a demand from President Trump for Netflix to remove a prominent Democrat from its board, and a call from 11 Republican state attorneys general for the Justice Department to scrutinize the antitrust implications of a Netflix-Warner deal. Netflix CEO Ted Sarandos, whose deal with Warner could be unraveled by Paramount’s latest bid, wants the deal be determined by business, not politics, a difficult goal at this moment. In other news, boardroom observers warn that fundamental changes in how courts view board responsibilities and how the SEC has expanded fiduciary duties mean directors have much greater liability exposure and boards are having to rethink their governance structures. Separately, new data show that momentum on board diversity has slowed markedly, with board composition trends reverting toward pre-2020 patterns as anti-DEI pressures intensify. Together, these crosscurrents underscore how quickly the terrain beneath the boardroom is shifting, and how essential disciplined, forward-looking board governance remains.

February 19, 2026 -

Goldman Sachs, once a vocal champion of board diversity, will stop considering race, gender and sexual orientation when recruiting board talent, about a year after it abandoned a policy (announced in 2020) that required a company to have at least one “diverse” board member to be taken public by the firm. The moves come amid a slew of challenges to diversity, equity and inclusion initiatives by conservative shareholders and the federal government, which are rapidly remaking the diversity landscape. Meanwhile, the years-long struggle between Starbucks and its workforce burst into the boardroom this week, as long-term investors demand more progress on labor issues: Urging a “No” vote on re-election for both the Lead Independent Director and Nom & Gov Committee Chair, the investors allege the board has failed in its duty of labor relations oversight. Activist shareholders are certainly taking an assertive tone as proxy season approaches: Elliott Management picked up a double-digit stake in Norwegian Cruise Lines with a turnaround in mind, Starboard Value is seeking a majority of board seats at Tripadvisor, and Jana Partners dove into fintech firm Fiserv, where it apparently supports the CEO but believes changes to board composition and stronger execution can bump up the stock price. In each case, the focus is less on financial engineering and more on board composition, operational credibility, and strategic reset. In other news, a growing number of executives are exiting their roles as their ties to convicted sex offender Jeffrey Epstein come to light. There’s nothing new in the expectation that boards ensure not only solid financial performance, but strong oversight frameworks and good judgment, but the consequences for mistakes loom ever larger.