Director's Domain: Corporate Governance News & Board Insights

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.

June 17, 2025 -

Board service – it’s hard work, getting harder. From the executive suite to courtrooms, boards and the decisions they make are facing heightened scrutiny. These times demand more from directors: oversight is table stakes and the real value-added comes from proactively navigating risk, ambiguity, dynamic environments, and preserving trust amid shifting stakeholder expectations. Kenvue’s abrupt CEO departure and strategic review offer a real time example of a board stepping in to address performance concerns. At Tesla, the exit of its top North American sales executive marks the latest in a wave of high-level departures, intensifying pressure on leadership to steady the ship amid declining demand and shifting strategy. Unilever’s appointment of a new Ben & Jerry’s CEO, made without the involvement of the brand’s independent board, has reignited legal tensions and revived questions about the boundaries of board authority in mission-driven subsidiaries. Meanwhile, activist investors like Elliott are reshaping influence, as seen in HPE’s latest board reshuffle. A high-stakes Delaware trial examining the Meta board’s oversight of the Cambridge Analytica scandal ends unsurprisingly with a settlement, allowing directors to avoid testifying in what could have been a precedent-setting moment for board accountability. Politics remain a factor in governance and strategic decisions across sectors as the board of the Corporation for Public Broadcasting enter an existential battle over independence and the nation’s top bankers are weighing-in on retaining the Fed’s leadership. Over the pond, Britain’s HSBC joins the fray of global banks abandoning what was once a stalwart commitment to the environment, claiming a host of reasons for dropping out. Oh yes, it’s getting harder and we see a new model of board leadership evolving that is increasingly informed, engaged, and agile.

July 10, 2025 -

A midsummer moment. Companies are waiting to see where things land in the latest round of tariff talks—and whether they will be targeted by activist shareholders. A fresh round of activist campaigns is expected in the second half of the year as M&A activity picks up. Any board that could be subject to such a campaign may want to take a good look at the results of a recent survey of institutional investors: The group was found to be largely supportive of activists who make strong arguments, hold leadership accountable, offer fresh perspectives, and bring about increased transparency at targeted companies. HPE will make for an intriguing case study: Several months after Elliott Management accumulated a $1.5 billion stake in the company, there have been no public statements by either side shedding light on what the investor wants or how the company is responding. In other news Linda Yaccarino is stepping down as chief executive of Elon Musk’s social media company X. Musk’s ongoing involvement in politics prompts Tesla shareholders to demand that the board require more accountability from him. CEO succession planning, the evolution of the Comp Committee’s purview, and other trending governance topics round out this issue’s summer reading.

July 03, 2025 -

Mixed Signals. They’re everywhere and affecting both short-term and long-term decisions, making boardroom work even more challenging. While Washington debates the budget, a new jobs report defied predictions of a slowdown even as layoffs hit their highest level since 2020. Paradoxically, hiring remains steady and unemployment low, yet workforce reductions are accelerating—driven in part by tariffs, demographic shifts, and government-led restructuring initiatives. As management teams navigate this puzzling labor landscape, the bar goes up for boards to understand and govern with informed scrutiny. To wit, directors are being asked to respond more quickly and strategically to complex topics – from AI oversight to shifting regulatory winds. Sustainable success and long-term value creation are increasingly on the agenda, showing up sometimes as a primary topic and other times as a result of the board’s decisions elsewhere. By way of example, Paramount shareholders re-elected the full board despite proxy advisor opposition, but not before the entertainment giant agreed to pay President Trump $16 million to settle a high-profile defamation suit which critics viewed as legally weak. Nonetheless, the board—led by Chair Shari Redstone— concluded that resolving the dispute could smooth the path to regulatory approval for its proposed merger with Skydance. Unsurprisingly in this environment, activist investors are pressing for board accountability with greater precision, even as campaign volume tapers amid geopolitical and economic uncertainty. When the signals conflict, good governance is invaluable to charting a course forward.