Director's Domain: Corporate Governance News & Board Insights

August 21, 2025 -

Governing on uneven terrain. As routine business matters—in which state to incorporate or how to achieve a diverse workforce—become fodder for the current culture wars, boards find themselves navigating a landscape shaped as much by politics as by fiduciary duties. Legal and regulatory maneuvering is reshaping the governance topography, with Nevada and Texas proving critical challengers to Delaware’s corporate dominance. Meanwhile, government involvement is taking a new turn, as SoftBank’s $2B bet on Intel overlaps with signals that the U.S. government is eying a stake in the chipmaker. Healthcare companies, already reeling from regulatory changes affecting everything from Medicaid funding to new drug approvals, are attracting the incessant attention of activist investors, with the latest move being Elliott Management’s engagement at Medtronic, which is spurring board additions and strategic committee reshuffling. Despite the uneven ground they find themselves on, many boards are bucking cultural trends and holding fast to the practices they argue deliver long-term value creation. Though there has been a steady stream of anti-DEI proposals this year, boards have convinced shareholders to vote them down, nearly unanimously in most cases. And as ESG faces renewed political pushback, boards seek new paths to mitigating the impact and costs of climate change while complying with the law. Serving on a board today demands agility to ride the rapid cultural, political, and regulatory shifts, but also the pragmatism and steadiness to keep one's eye on the long-term prize.

August 14, 2025 -

A surge in political pressure is starting to toss a new set of challenges onto boardroom tables. This week, President Trump publicly called on Goldman Sachs to replace its chief economist over past tariff projections, continuing a pattern of direct involvement in corporate leadership. Last week, Intel’s CEO was the target of similar rebukes, giving voice to an old complaint by four former Intel directors who last year called for a restructuring, new board, and a split of the company. It’s a potent example of how politics and board governance are becoming deeply entangled. The media shares its voice on these matters, but who is listening may be the question. Meanwhile, the American Bar Association has walked back its diversity board seat requirements, raising questions about the future of values-based governance in an increasingly politicized environment. With global regulatory risk on the rise, ESG actions narrowing, and shareholder activists sharpening their messages, boards are navigating not just market headwinds, but the crosscurrents of public opinion, political scrutiny, and strategic control. Governance today increasingly reflects not just who’s in the room, but who’s making noise from the sidelines.

August 07, 2025 -

A new era of politics in the boardroom. President Trump today called for Intel’s new CEO Lip-Bu Tan to resign immediately over alleged ties to the Chinese military, days after Republican Senator Tom Cotton issued a letter to the Intel board “to express concern about the security and integrity of Intel’s operations and its potential impact on U.S. national security” given Tan’s leadership of the chipmaker. While the Intel board has yet to respond, boards broadly are getting the message: political issues are creating higher levels of scrutiny and new risks that must be considered. Separately, as AI governance becomes a fixture in proxy statements and cybersecurity is reframed as a source of competitive advantage, boards must also recognize how closely risk management in this turbulent environment is tied to value creation. In other news, CEOs continue to hit record pay days. A $24 billion stock award to Elon Musk suggests just how keen the Tesla board is to keep the world’s richest man engaged. The CEOs of Palantir and Broadcom joined the most elite of executives’ clubs: The Billion-Dollar Year, as their performance-based equity swelled. The Wells Fargo board will appoint CEO Charlie Scharf as its chair, as a combination performance reward and retention bonus, reuniting the top roles at the bank which were split after the bank’s 2016 fake-accounts scandal. Looking forward, we won’t be surprised to see boards continue to offer bigger pay packages and influence to retain high-impact leaders in a tumultuous market that has led to a two-decade high in CEO turnover. (If you missed last week’s newsletter about CEO exits, get those details here).

July 31, 2025 -

The top-job door continues to revolve. CEO turnover is at a two-decade high, with boards of directors showing little tolerance for underperformance or disproportionate risk. Many are reaching for familiar faces, fueling a surge in “boomerang CEOs” or pulling talent from the board itself, a perceived stopgap that raises questions about succession planning. Yet the leadership story isn’t just about who’s leaving; it’s also about who’s staying. More companies are holding onto “seasoned” leaders, with baby boomers delaying retirement and Gen X increasingly bypassed as millennials line up behind them, reshaping the generational balance of power in the C-suite. Boards, meanwhile, face intensifying mandates: the White House’s new AI Action Plan signals that directors, not regulators, will carry frontline responsibility for ensuring AI is deployed responsibly. Remuneration oversight is tightening as well: compensation committees are bracing for a turbulent cycle, balancing shareholder scrutiny of incentive plans with heightened executive security costs. At the same time, skills analyses are being elevated in scope and sophistication, with many boards recognizing the need for fresh perspectives and innovative approaches. Corporate structures and strategies continue to be on the table with prominent examples including Comcast assembling a new board for its Versant spin‑off and Warner Bros. Discovery prepares to split into two companies. Warner Bros. and Discovery Global will each have fresh leadership and high expectations to carry forward iconic brands. And in the category of not letting a crisis go to waste, Astronomer has figured out how to turn its kiss‑cam scandal into a cleverly re‑scripted satire. The majority of board members try to avoid Candid Camera, although there’s no hiding from complexity and accountability.

June 24, 2025 -

Who and what shapes boardroom priorities and governance itself? Let us count the players: Unsurprisingly institutional investors, particularly the “Big Three” asset managers, BlackRock, Vanguard, and State Street which collectively steward more than $24 trillion, have emerged as quiet titans, exerting enormous sway over corporate strategy through behind-the-scenes engagements. Their influence rivals and in some cases eclipses that of more visible stakeholders. Looking beyond the capital markets, we find legislators and government agencies rewriting rules in real time and creating a whiplash effect as Republican and Democratic administrations trade power and continually reverse each other’s decisions and regulations, impacting everything from who can sit on a post-merger oil company board to whether companies can continue to promote workplace diversity. And yes, board members! (Of course.) From prioritizing risk oversight to addressing sustainability issues and ensuring annual board assessments that can foster healthy board dynamics, boards are increasingly intentional about how best to deliver maximum value.