Director's Domain: Corporate Governance News & Board Insights

December 11, 2025 -

Strategy in the crosshairs. At PepsiCo, a détente with Elliott Management produced sweeping operational commitments without a proxy fight or board overhaul, illustrating how activist influence can reshape strategy even without formal governance change. Siemens Energy finds itself in the early stages of an activist campaign seeking significant changes to its strategy, led by one of the founders of activist investor group Engine No. 1, which successfully targeted Exxon and won multiple board seats. Meanwhile, the Warner Bros. board is having a busy week: after agreeing to a $72 billion deal with Netflix, it finds itself with a rival bid from Paramount and the attention of President Trump, who promises to get personally involved in the government’s merger approval process rather than leaving it to the normal independent regulatory review. Elsewhere, Unilever’s ongoing conflict with Ben & Jerry’s independent board underscores the complexities of mission-based governance, two decades after their merger. And in parallel, AI continues to test boards both in terms of strategic relevance and the growing sustainability risks tied to its infrastructure. Boards operate in an increasingly high-stakes environment, where structure, strategy, and stakeholder alignment are constantly in motion.

December 04, 2025 -

Governance in motion defined the week, as boards navigated consequential transitions and policy entanglements. Disney’s long-delayed leadership transition lurches forward, offering a high-profile case study in the perils of succession planning that drags on too long. A well-timed discussion, a steady rise in CEO exits underscores the need for boards to think well beyond a leader’s first 100 days, especially as incentive structures and governance models evolve in response to prolonged volatility. Meanwhile, Costco and AT&T are testing how regulatory leverage can shape corporate board decision-making as they confront policy matters with courtrooms and regulators. In a different register, the Ben & Jerry’s Foundation is under scrutiny following an audit that claims board governance and financial control deficiencies, raising concerns as Unilever prepares to spin out Magnum, the unit set to inherit the politically outspoken Ben & Jerry’s brand. And a recent look at S&P 500 and Russell 3000 boards finds that composition and committee structures are also adapting for greater scale, specialization, and agility. Together, these stories reflect a governance landscape that demands movement where boards contend to keep pace as leadership, politics, and oversight pressures converge in real time.

November 20, 2025 -

The Boardspan team wishes you a Happy Thanksgiving! Director’s Domain will take next Thursday off and be back after the holiday.

Resilience is fast becoming a core competency in the boardroom. This week, several high-stakes governance moments revealed how organizations respond when pressure mounts and whether leadership is prepared to act with conviction. Meta emerged from a years-long antitrust battle with its acquisitions intact, strengthening its strategic position and highlighting the legal and structural advantages still afforded to scale. Larry Summers’ resignation from OpenAI’s board and his decision to step away from his activities at Harvard following renewed scrutiny of close ties with Jeffrey Epstein reinforce how public trust and personal credibility are now inseparable from governance legitimacy. At Target, persistent underperformance has prompted a $5 billion reinvestment plan, a bold, board-backed wager on transformation over retrenchment. Novo Nordisk, facing share volatility and shareholder unrest, recast its board to bring in U.S.-focused expertise and reassert control amid rising competition. And at AIG, a leadership transition was abruptly reversed after allegations of past misconduct surfaced, illustrating the increasing speed at which reputational risk can disrupt even well-advanced executive pipelines. For directors, this tough environment raises questions about whether boards are really ready for what’s to come (nearly half say “No”!) and how governance should evolve where legal boundaries lag behind leadership decisions and business strategy.

November 13, 2025 -

Shareholder influence comes under scrutiny. Various branches of government are exploring pathways to curb the influence of proxy advisers and index fund giants, in a bid to upend their power in shareholder voting and their influence on ESG-related shareholder proposals. The Federal Trade Commission announced the launch of an antitrust probe into the proxy firms ISS and Glass Lewis. The Trump administration is also reportedly considering a ban on shareholder recommendations and other measures that would curb the influence of proxy firms and index fund giants like BlackRock and Vanguard.  At the same time, SEC Chairman Paul Atkins is signaling a potential change in legal interpretation that would favor state law over federal law in shareholder proposal governance, a development that could significantly alter how boards engage with activism. Already, the administration’s stance on climate change has introduced new norms for corporate action and messaging around environmental policies. Meanwhile, the approval of a $1 trillion pay package for Tesla CEO Elon Musk raises deeper questions about CEO leverage and the precedent it sets for board decision-making. AI governance frameworks remain an urgent priority. And at Diageo, a bold CEO appointment underscores a growing demand for turnaround leadership at the top. Power and influence, it seems, are being renegotiated with regularity.

November 06, 2025 -

The price of success? This week the Tesla board awaits the answer to its $878 million question: Will shareholders approve its unprecedented compensation package for Elon Musk, which would stake the company’s future on a single leader with immense influence, and significant conflicts? One of the carmaker’s largest investors has already said no, underscoring growing concerns about concentrated power and key person risk. Meanwhile, new data shows board refreshment slowing to a nine-year low, with incoming directors trending older as companies favor experience in a volatile climate. Victoria’s Secret faces an activist’s call for board leadership change. Kenvue has agreed to a $40 billion sale to Kimberly-Clark. Denny’s goes private. In Washington, SEC Chair Paul Atkins is pushing to revive the IPO market by reducing regulatory hurdles, though his approach has sparked concern. Responding to a survey of global CEOs which found that 94% say AI could outperform at least one director on their board, researchers unveil a thoughtful experiment that demonstrates how much could be gained, as well as lost, by relying on bots in the boardroom.