Director's Domain: Corporate Governance News & Board Insights

October 02, 2025 -

Turbulent at the top. A spate of high-profile CEO exits this week, from mining to pharma to rail, underscores the challenges leaders face in an unstable economy. New CEOs are entering a pressure cooker of tariffs, cost inflation, and fickle consumer sentiment; they have little margin for error yet may also have less economic data available for decision making as the government enters a shutdown. Several high-profile companies, including Sweden’s Spotify, whose founding CEO Daniel Ek is moving into a strategic chairman role, and Oracle are betting that two at the top is better than one as they appoint co-CEOs to lead them into the future. Amid the tumult, several notable shifts are taking place: boards are recruiting more former CEOs whose experience is in high demand during these complicated times (leading to less diversity in the boardroom), while companies expand their C-suites, creating new leadership roles to effectively manage current opportunities and risks. This week's news suggests that boards are confronting economic uncertainty by doubling down on strategic expertise within the boardroom, the corner office, and across the C-suite.

September 25, 2025 -

Political risk. Increasingly, boards recognize the need to anticipate challenges arising from a new level of government engagement with business. Kenvue, the J&J spinoff of household names like Tylenol and Band-Aid, tried hard to forestall the reputational crisis unleashed by the Trump administration’s unproven linkage of the painkiller with autism. Google is staring down a potential breakup, with the Justice Department seeking antitrust remedies that could reshape digital advertising and raise pressing questions about how boards prepare for existential legal threats. The U.S.-China standoff over TikTok is giving way to a new governance arrangement, placing board composition at the heart of national security debates. No wonder 84% of boards now say they regularly assess the impact of political risk on the company’s existing strategy. In other news, it’s all AI, all the time. Record-level investments, executive restructuring, and rising liability concerns are converging faster than many boards can calibrate. The promise is enormous, but so is the risk, with the vast majority of corporations reporting in an MIT survey that, to date, the ROI is zilch. Political interference and AI are but two facets of change in a business environment that is anything but stable. There’s no roadmap for navigating this terrain, but some long-standing advice from childhood comes to mind: “Be nimble. Be quick.”

September 18, 2025 -

This year’s proxy season underscored just how unsettled the governance landscape has become, as activists have not only kept pressure high but secured more board seats than last year. Denny’s is the latest to find itself in an activist’s crosshairs, as it works to reverse declining sales. It’s not just activist shareholders, boards these days must keep adapting to shifting terrain. Whirlpool reports that it faces what may be unfair competition from tariff evaders, who have allegedly lowered the declared value of foreign-made appliances on customs paperwork but whose retail prices aren’t commensurately lower. The whistleblower hotlines that have spurred various board investigations, including one resulting in the recent ouster of Nestle’s CEO, have become deeply embedded in corporate culture, resulting in an $18 billion industry. Tesla Chair Robyn Denholm tries to rally shareholder support for the trillion-dollar pay package proposed for CEO Elon Musk, with claims that he is such a unique human that he can only be motivated by a unique compensation structure. Nasdaq’s CEO Adena Friedman joins the Trump administration in advocating for a loosening of public company reporting requirements. Ben of Ben & Jerry’s resigns in protest of what he alleges is a loss of independence to Unilever. In this time of shifting norms and policies, effective boards need to stay informed and focused on how to deliver meaningful value. It’s a great time to check out Boardspan’s OARS framework.

September 11, 2025 -

When it comes to value creation, boards are taking a harder look at corporate behemoths and asking themselves if bigger is necessarily better. Corporate breakups are surging as underperformers bow to activist pressure or seek to unlock growth through sharper focus. The year’s nearly $750B in divestitures points to a broader strategic reset, as seen in Kraft Heinz’s unwinding of its mega-merger and DuPont’s continued rightsizing. Meanwhile, Starboard’s latest boardroom campaign at BILL Holdings shows that activists aren’t just pushing for change—they want a seat at the table. And in a different kind of power shift, the Murdoch family’s long-running succession drama has concluded, offering a rare glimpse into generational control of a global media empire. Elsewhere, Tesla’s board is asking shareholders to sign off on a pay package that could make Elon Musk the world’s first trillionaire, raising fresh questions about CEO incentives and board oversight. All of this is set against a backdrop of rising governance complexity, from falling support for ESG proposals to heightened AI risk management. In this volatile landscape, boards are balancing continuity and transformation in real time.

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.