Director's Domain: Corporate Governance News & Board Insights

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.

April 10, 2025 -

Is it just us, or does time seem to be speeding up?! Yesterday’s head spinning reversal on most U.S. tariffs came suddenly, after a week of buildup that devastated markets and focused many companies on near-term decisions about procurement, pricing, and global sales. With most tariffs on countries other than China relaxed for 90 days, boards and management teams will undoubtedly be trying to read the tea leaves and determine the best moves for decidedly uncertain times. Among the many quick shifts this week (Hello U.S. Steel-Nippon deal!) was the notable number of CEOs who spoke out about the risks posed by tariffs and protectionist policies—moving from quiet concern to cautious confrontation less than two months after we called attention to a report that found the vast majority of directors wanted executives to keep quiet on most issues amid “a continuous shift for the role of the CEO from being more vocal to less outspoken.” For a real-time view of how geopolitical friction translates to boardroom strain, look no further than Harley-Davidson, long emblematic of America’s manufacturing identity but now finding itself at the crossroads of leadership change, softening demand, and threats of retaliatory tariffs. Meanwhile, artificial intelligence is moving from theoretical concept to tactical imperative in board discussions. Directors are weighing how to embed AI into oversight structures without losing sight of governance fundamentals. And as proxy season heats up, boards are also contending with a shifting regulatory landscape, early signs of shareholder agitation, and growing scrutiny around how oversight adapts under pressure.

April 03, 2025 -

This week the boardroom feels less like a fixed institution and more like a balancing act—one that demands agility, foresight, and thoughtful consideration of prior norms. As companies across all sectors feel the impact of President Trump's tariffs, jobless numbers rise, and concerns about a recession dominate business news, boards must navigate the strategic challenges of the day and rapidly changing board norms and dynamics. DEI continues to be a focal point of controversy, with evolving legal and regulatory signals prompting boards to rethink not just compliance, but communication. BlackRock’s quiet retreat from ESG language is more than a rhetorical shift; it reflects how politicization is reshaping the governance conversation. At the same time, a fascinating new study reveals how challenging it is for boards to consistently strike the right balance between strategic oversight and overreach, as disruptions prompt companies into new territory with potentially existential decisions. Whether considering the response to tariffs, oversight of AI, leadership transitions, activist investor activity, or the board’s own talent needs, boards face seemingly relentless pressure to embrace new ideas, responsibilities, and characteristics to be successful. It’s going to be tricky, but powerful, to maintain one’s equilibrium amid the swirl.