Our Messy World and What it Means for the Board
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1/29/26 – Issue 11.04 – Your weekly news on all things board. 

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Some Thoughts from Our CEO, Abby Adlerman

2026 is quickly shaping up to be a year that tests leaders in uncomfortable ways, often presenting false binaries and forcing choices that feel monumental, no matter which path is taken. In this environment, many executives increasingly find themselves in genuinely difficult positions. Everyone is dealing with imperfect information and real consequences are attached to every path forward. Intentions will be presumed by others, accurately or not, in every action one takes. Choosing inaction is itself a decision. This is the moment for leaders to lean into their roles, as ducking is no longer an option. More than ever, accountability matters and is the true reflection of authority.

 

And as for This Week’s News

In the wake of federal actions in Minneapolis, CEOs from Apple to OpenAI are choosing their words carefully as some are starting to speak out. In some cases, Board Chairs are also lending their voices. No doubt, discussions have been intense for those involved in an organization’s what, who, when, and how decision to be vocal, or not. In a “business as usual” milieu, however, the federal government continues to redefine its role beyond serving as a regulator to that of investor, buyer, and political influencer, particularly in sectors deemed critical to national interests. Meanwhile, companies from Amazon to UPS are announcing sweeping layoffs and closures, raising broader questions about how boards are balancing economic headwinds with pressure to invest in transformation, particularly AI. Proxy advisers continue to feel the squeeze: Wells Fargo became the latest institution to cut ties with ISS, choosing to bring proxy voting in-house amid growing political scrutiny of the industry’s influence on ESG, pay, and disclosure practices. Layer in persistent activist campaigns, heightened scrutiny of AI oversight, and evolving expectations for CEO readiness, and the picture becomes clear: boards are navigating a climate of faster pivots and higher stakes. True north has never been more important for boards as they reaffirm their priorities, stay grounded in strategy, sharpen oversight, and prepare for conversations that, not long ago, might have seemed unthinkable.

 

In the Spotlight

 

Minneapolis Leadership Speaks Out

Read the full letter released by The Minnesota Chamber of Commerce on behalf of more than 60 CEOs of Minnesota-based companies

MINNESOTA CHAMBER OF COMMERCE

 

CEOs Respond to Unrest in Minneapolis

From targeted internal statements to collective calls for de-escalation, executives navigate a complex public moment following the Minneapolis tragedy

 

“CEOs are starting to speak out after federal immigration agents shot and killed 37-year-old Alex Pretti, a veterans' nurse, on Saturday in Minneapolis…. Michael Fiddelke, the incoming CEO of Minneapolis-based Target, called the violence in the city “incredibly painful” in a video message sent to employees on Monday…. JPMorgan CEO Jamie Dimon criticized the Trump administration's immigration policy at the World Economic Forum in Davos last week. He deemed the actions of some federal immigration officers to be too extreme… OpenAI CEO Sam Altman told employees he believes federal immigration agents are "going too far," calling out I.C.E. specifically…. Still Altman didn’t go as far to criticize Trump himself.” QUARTZ

 

Apple’s Tim Cook, a White House Regular, Adds His Voice to the Chorus

In an internal memo, the Apple CEO says he is “heartbroken” and has privately voiced concerns to President Trump

 

“Apple Chief Executive Tim Cook said he is ‘heartbroken by the events in Minneapolis’ and has expressed concerns privately to President Trump following the killing of a man by federal agents there this past weekend, a memo to staff said. ‘This is a time for de-escalation,’ Cook wrote in the internal message…. The message Tuesday afternoon to Apple’s workforce comes as Cook came under criticism for attending a black-tie event at the White House on Saturday, hours after the killing of Alex Pretti…. Cook, like many business leaders, had remained silent on the scenes taking place in the major U.S. city that echoed protests around race in 2020—which drew impassioned statements from many executives, including Apple.” WALL STREET JOURNAL

 

When the White House Takes a Stake

With federal investments rising in key sectors, executives prepare for a new kind of activism, from the Oval Office

 

“Top corporate advisers have built a lucrative business around fending off hostile takeover attempts and vocal activist investors. Now, their clients want them to apply those same skills to contain America’s most potent investor: President Donald Trump. The Trump administration’s $1.6 billion investment in an American rare-earths miner is the latest private investment ruction highlighting the need for CEO whisperers and takeover defense experts who had already begun to include ‘the president wants to own a bit of us’ in their quarterly ‘what-if’ scenario planning…. Proximity to the president is seen by some advisors as the surest inoculation — preemptive compliance (see Apple or Chevron) can forestall an abrupt reaction from the administration. But even that has its limits: CBS News has continued to cause problems for the Ellison family, which has tried to lean on its relationship with the president with mixed results.” SEMAFOR

 

From Boardspan this Week:

Strategy At The Forefront: Focus On The Future

 

Clarifying the board’s role in strategic discussions has long been a worthwhile ambition although rarely a straightforward one. Most governance gurus will agree that the strategic pen is held by management while the board provides oversight. That sees directors playing the critical role of constructive challengers, lending their own experiences of what has and has not worked, and how to anticipate future unknowns. 

View Our 2026 Strategy Outlook

Across the Board

 

Layoffs Mount as Economic Pressures Hit Hard

With 16,000 more jobs cut, Amazon joins a wave of workforce reductions across industries

 

“It’s been a brutal week when it comes to layoffs. On Monday, shoe giant Nike announced it would lay off 775 employees, and on Tuesday, Pinterest announced it would lay off around 15% of its workforce. The same day, UPS announced 30,000 job cuts. Now Amazon is also joining their ranks with the announcement today of mass layoffs…. On Wednesday, Amazon announced that it was eliminating 16,000 positions across its workforce…. In October 2025, Amazon announced an earlier round of job cuts, eliminating 14,000 corporate roles at the company. At the time, Galetti said those cuts were the result of CEO Andy Jassy’s September 2024 directive to strengthen Amazon’s culture and teams…. But Amazon isn’t stopping with just layoffs this week. Yesterday, the company announced it was shutting down two of its physical retail store chains. On Tuesday, the company said it would close all of its Amazon Fresh and Amazon Go grocery stores.” FAST COMPANY

 

Wells Fargo Cuts Proxy Adviser Ties in Latest Blow to Industry

Wells Fargo’s decision to cut ties with ISS underscores mounting political pressure and institutional appetite for internal control

 

“Wells Fargo’s wealth- and investment-management division severed ties to Institutional Shareholder Services, a person familiar with the matter said, the latest blow to a proxy-advisory industry under siege. The bank will make voting decisions on shareholder proposals without the help of proxy advisers like ISS and instead rely on a new internal system. Those votes will be determined by the bank’s custom policies and voting instructions…. ISS and its top competitor, Glass Lewis, have long dominated the business of offering research, advice and voting infrastructure to investment firms…. But their recommendations have often irked chief executives and their boards, especially over issues related to executive pay, climate-change disclosures and staff diversity. Their complaints have resonated with the Trump administration. In December, an executive order from the president called for securities and antitrust regulators to investigate proxy advisers.” WALL STREET JOURNAL

 

Loeb Targets CoStar in New Activist Campaign
Third Point pushes for higher returns and a sharper focus on CoStar’s core commercial business

 

"With its first activist campaign in three years, hedge fund Third Point will try to force CoStar Group, the owner of Apartments.com and Homes.com, to change board directors and restructure operations…. Founded by billionaire investor Daniel Loeb, Third Point is preparing to nominate several directors to CoStar's eight-person board…. Loeb has said privately that the majority of CoStar's directors need to be replaced to help cut costs - including the CEO's compensation - and focus on boosting the share price, the sources said. Third Point wants the real estate data company to focus on its core commercial business and shut down or sell its residential operation…. For years, Loeb shocked and delighted Wall Street with harsh assessments of corporate America while pushing companies including Walt Disney, Intel, and Campbell's to perform better.” REUTERS

 

Beyond the Résumé: What Boards Want in a CEO
Consistent results, strong people leadership, and strategic foresight shape the expectations for tomorrow’s executives

 

“For aspiring CEOs, the candidacy process is ambiguous and idiosyncratic. The selection criteria may change over time. The identity of other candidates may or may not be known. Understanding what boards of directors value most is crucial but often hard to decipher. Board members want to have confidence in new CEOs—in how they will run the company, lead their people, and work with critical stakeholders. Within these three areas, the expectations of boards can appear contradictory but are actually complementary…. Results matter the most. Boards expect a CEO candidate to have consistently hit or exceeded performance targets, run complex businesses, and operated in both up and down markets…. CEOs must show they can mobilize an organization in difficult moments, when results are slipping, morale is low, and fears of job loss are high. Boards want leaders who can deliver tough messages and make difficult people decisions while maintaining trust. The best leader can create belief and momentum from discomfort.” BOSTON CONSULTING GROUP

 

The GC’s Quiet Power in the Boardroom

As trust-builder and translator, the general counsel helps shape resilient board-CEO relationships in times of complexity

 

“In an operating environment defined by speed, complexity, shifting economic and geopolitical conditions and the accelerating impact of AI on risk and decision-making, the relationship between the board and the CEO can be a significant determining factor in how effectively a company adapts to change…. As a trusted adviser to both the board and the CEO, the general counsel (GC) helps shape the conditions under which trust operates — how information flows, how authority is exercised and how tension is surfaced and resolved before it escalates. In this sense, the general counsel is not simply a participant in the board-CEO relationship but a primary architect of its effectiveness.” CORPORATE COMPLIANCE INSIGHTS

 

Board Oversight and AI: Key Governance Priorities for 2026

To meet their fiduciary duty, boards must match AI oversight to the scale, complexity, and risk profile of its use across the business

 

“As artificial intelligence (AI) becomes increasingly embedded in business operations, boards of directors face new and evolving oversight responsibilities. While many boards have begun to address AI risk in some fashion, surveys indicate that only a minority have adopted formal governance frameworks or established clear metrics for oversight. Meanwhile, state AI regulations are proliferating, and courts will increasingly be called on to adjudicate matters involving AI risk…. boards that prioritize governance structures and AI literacy will be better positioned to meet their fiduciary obligations.” LEXOLOGY

 

From Pilot to Production: Governing AI at Scale

Boards must ensure platform adoption catches up with AI tooling to unlock true productivity and reduce delivery friction

 

“Boards approved AI-assisted development expecting a visible dividend: faster delivery…. Yet in many organizations, delivery still feels jammed. Routine changes take too long. Reliability work displaces growth work. ‘Delivery friction’ keeps consuming expensive capacity without ever appearing as a neat budget line... in many organizations, leaders can truthfully say, “we have a platform.” They can show a roadmap. They can point to new tooling. Yet delivery still happens through side paths: bespoke scripts, special approvals, one off pipelines and informal exceptions that live in inboxes and tribal knowledge. Over time, those side paths become the real system. The official route becomes the one used in presentations. The side route becomes the one used under pressure. That is how you end up with a paradox. You invested in a platform, yet delivery depends on heroics. You invested in faster drafting, yet the release still waits. This is not a failure of intent. It is a failure of governance.” CORPORATE BOARD MEMBER

    Seat at the Table

    • Lionsgate elects to its board Steve Mnuchin, former United States Treasury Secretary

    • Target welcomes to its board John Hoke, former Chief Innovation Officer at NIKE; and Steve Bratspies, former CEO of HanesBrands

    • Chevron appoints to its board Thomas Horton, Partner at investment firm Global Infrastructure Partners

    • Stanley Black & Decker announces to its board Shane O’Kelly, President and CEO of Advance Auto Parts

    • General Mills names to its board Joan Bottarini, EVP and CFO of Hyatt Hotels Corporation

    • Lyft names to its board Deborah Hersman, former Chief Safety Officer and Advisor at Waymo

    • BlackRock elects to its board Gregg Lemkau, Co-CEO of merchant bank BDT & MSD Partners

    • Energy firm ONEOK adds to its board Mark McCollum, former CFO of auto parts manufacturer Tenneco; and Precious Williams Owodunni, CEO of leadership advisory firm Mountaintop Consulting

    • Travel firm Navan welcomes to its board Shai Weiss, former CEO of Virgin Atlantic

    • Pacira Biosciences names to its board Dr. Samit Hirawat, former Chief Medical Officer, Executive Vice President, and Head of Global Drug Development at Bristol Myers Squibb

    • AI platform Workiva elects to its board Scott Herren, former CFO at Autodesk; and Mark Peek, former EVP, CFO, and Co-President of Workday

    • Healthcare firm InnovAge adds to its board Pavithra Mahesh, Principal at private equity firm Apax Partners; and Sean Traynor, General Partner in the healthcare group of Welsh, Carson, Anderson & Stowe

    • Protection firm Assurant welcomes to its board Lynn Blake, former EVP and CIO at State Street Investment Management 

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    About Boardspan
    Boardspan helps boards raise the bar on their critical governance mandates by combining cutting edge digital capabilities with high-touch consulting services. They are leaders in board assessments, individual director & CEO evaluations, board succession strategy & search, skills & composition analyses, and bespoke advisory work. Boardspan’s focus is entirely on boards, delivering deep experience, objectivity, an analytical orientation, and insight-driven recommendations. Boardspan works with public, private and non-profit organizations across all verticals including consumer, healthcare, financial services, technology, industrials and non-profit. Specific clients include Archer Daniels Midland, Autodesk, Blue Shield (CA), Boston Beer Company, Colgate-Palmolive, e.l.f. Beauty, HubSpot, Ingersoll Rand, KKR, Lam Research, the PGA, Roblox, Salesforce, the USOPC, and scores more.

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