Director's Domain: Corporate Governance News & Board Insights

September 04, 2025 -

When is the whole greater than the sum of the parts? That might be a constant refrain in boardrooms going forward. Google and its parent company, Alphabet, were spared the worst possible outcome, namely shedding crown jewel assets, by yesterday’s much anticipated antitrust ruling. Kraft Heinz, however, has decided to split up its business 10 years after combining assets to gain scale. The activist firm Elliott wants Pepsi to shed many of its food assets as part of a restructuring. And in the category of eat or be eaten, Texas bank Comerica feels the heat from investors to join the financial services industry consolidation. As for internally created challenges, Nestlé’s swift termination of its CEO without severance over a conduct policy breach (and no Kiss Cam involved) signals its board’s low tolerance for bad behavior and reputational risk. The scrutiny mirror is turning inward, as well, as new research reveals the persistence of interlocking directorates, raising questions about board practices and possible conflicts. With unpredictable headlines, a plethora of legal decisions, and geopolitical sands shifting daily, it comes as no surprise that board confidence has flattened according to new data. When uncertainty abounds, adaptability and risk mitigation become the norm.

August 28, 2025 -

The Trump Administration’s push for the government to take an equity stake in Intel, U.S. Steel, and other companies raises fundamental questions about both board independence and the future of the market-based economy. Observers suggest the government’s interests in private companies—the administration signals it is interested in making more such deals—could mark a shift away from free-market capitalism and put new limits on board authority. At the same time, boards must help companies navigate a turbulent cultural landscape, exemplified by Cracker Barrel’s attempt to rebrand: A strategic re-imagining of the business engendered a swift backlash by conservative activists, ultimately causing the company to cancel its plans and revert to an old logo. Meanwhile, shareholder responses to leadership decisions at Target and Porsche underscore investor desire for a well-defined CEO role; rolling the former CEO into an executive chair role, which can undercut the current CEO’s authority, or assuming that one CEO can be responsible for more than one company, are currently unpopular moves. Across the boardroom, expectations continue to evolve: workforce strategy is gaining overdue recognition as a core governance priority and the longstanding importance of board-chair dynamics is coming into sharper focus. Investor scrutiny is intensifying too, with director elections increasingly used to send signals about deeper governance concerns.

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).