Proceed with Caution ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­    ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏  ͏ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­ ­  
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06/04/26 – Issue 11.22 – Your weekly news on all things board. 

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Heed the flashing yellow lights. This week's governance headlines serve to remind us all that as the operating environment becomes more complex, so do the boards’ accountabilities. At Target, investors are scrutinizing leadership decisions, board structure, and succession planning. In the ever-changing AI space, regulators are increasingly testing where responsibility lies when powerful technologies might cause harm. And in the M&A world, companies are being reminded that ambitions cannot be unlimited. Nonetheless, scaling remains in vogue as AI companies race forward, committing unprecedented amounts of capital in pursuit of future growth. New playbooks are being written, even in old line businesses like Berkshire Hathaway, and seemingly old challenges like cybersecurity that never really went away despite the spotlight now on AI, continue to be key areas of board focus. Looking out for warning signs, in all areas of a business, has always been part of a strong governance platform, and nothing is changing about that. Throwing caution to the wind runs the real risk that it blows back in one’s face.

 

In the Spotlight

 

Bullseye

Investors are pressing Target's board over strategy, stakeholder decisions, and questions surrounding CEO succession and independence

 

“Target has come under fire from a labor-affiliated investor…and two other investment firms…which are urging shareholders to vote against the company’s current executive chair and former CEO, Brian Cornell, and lead independent director Christine Leahy, at Target’s Annual General Meeting on June 10. The activist investors believe Target for the last five years has suffered from strategic and operational missteps that have alienated core customers and caused significant financial loss, putting shareholders at risk. In the letter, the activist group points out what it sees as Target’s management failures, including rolling back diversity, equity and inclusion initiatives, cutting back its LGBTQ+ Pride collection, and, most recently, its tepid public response to Immigration and Customs Enforcement raids at Target’s Minnesota locations. The activist investor group alleges that years of missteps have taken a toll on the retailer whose stock performance has lagged behind competitors…” FORBES

 

The Buck Stops Where?

As AI becomes more powerful, regulators are testing whether accountability ultimately belongs with the technology, its creators, or its leaders

 

“Florida Attorney General James Uthmeier on Monday filed a lawsuit against OpenAI and its CEO Sam Altman, alleging that the artificial intelligence company knowingly released an unsafe product that could harm users. The 83-page complaint claims that OpenAI’s ChatGPT chatbot has aided and abetted mass shooters in ‘deadly rampages,’ driven vulnerable people to suicide, harmed users’ critical thinking skills and caused minors to become addicted to the tool, which ‘feigns human compassion.’ Uthmeier’s office is seeking to hold Altman personally liable for the alleged harm he has caused to Florida residents because of his conduct as CEO….It is also seeking to force OpenAI to comply with obligations under the Florida Deceptive and Unfair Trade Practices Act.” CNBC

 

Too Big, Too Fast?

Compass's rapid expansion is drawing antitrust scrutiny and raising questions about the governance considerations that accompany market consolidation

 

“Real-estate brokerage Compass, which became an industry giant after acquiring rival Anywhere Real Estate earlier this year, is under investigation by the antitrust bureau of the New York attorney general’s office. New York-based Compass grew from about 40,000 U.S. agents to more than 200,000 when the $1.6 billion deal closed. Compass was already the country’s biggest real-estate brokerage by volume. Anywhere…was the second-biggest. If the attorney general’s office finds that the merger violated antitrust law, it could pursue legal action against Compass and seek potential penalties including fines or even selling off parts of the company…. Compass is using its larger heft to pursue its strategy of encouraging sellers to share their listings within Compass-affiliated brokerages first before making those listings widely available on the internet.” WALL STREET JOURNAL


From Boardspan this Week:

 

Governing Through Uncertainty 

 Practical guidance for boards facing today's toughest challenges

 

 Geopolitical instability, shifting regulation, AI disruption, and economic uncertainty are reshaping the boardroom agenda. In Six Moves for Boards in a Time of Turmoil, Boardspan distills practical insights to help boards strengthen oversight, anticipate risk, and lead with greater clarity when the operating environment feels anything but predictable. A timely briefing for boards navigating heightened complexity. 

View the Guide Now

Across the Board

 

Scaling Into the Unknown

Anthropic's anticipated IPO reflects the challenge of leading companies where growth, influence, and societal impact are accelerating faster than established governance frameworks

 

“Anthropic, the artificial intelligence company behind the chatbot Claude, confidentially filed on Monday for an initial public offering, joining what could be a once-in-a-generation, moneymaking moment on Wall Street…. Anthropic is expected to be among three high-profile companies preparing to go public this year…. Their I.P.O.s, which would be among the biggest ever, could create a tsunami of investment and employee wealth….The public offerings could also flood the nonprofit world with new money, since Anthropic and OpenAI have both pledged a large part of their shares to charity. An I.P.O. filing also ratchets up Anthropic’s competition with OpenAI. Anthropic is the youngest and fastest growing, thanks in large part to its A.I. tools for automatically writing computer code.” NEW YORK TIMES

 

Betting Big on Uncertainty

Alphabet's massive fundraising effort highlights the challenge of allocating capital in a race where the costs are clear, but the returns remain uncertain

 

“Alphabet’s $80 billion stock-based fundraising should be taken as a rebuke to those salivating over the forthcoming IPOs of SpaceX, Anthropic and OpenAI. The search giant is showing its competitive advantage in an area that increasingly matters for artificial intelligence: Access to money. In AI, money talks. The biggest companies are paying out hundreds of millions of dollars to lure top researchers and tens of billions to build data centers, while financing losses as they build their AI businesses. Bond investors think the hundreds of billions of dollars of debt being raised by Big Tech is pushing up the yield other borrowers have to pay…. But the stock market is the obvious place to raise capital to spend on the exciting bits of AI…. Unlike debt, companies don’t have to repay their shareholders, and if it takes longer to make money from AI…the company can simply wait it out if it was financed by stock…. As we move into a new era of capital-heavy companies, the stock market stops being merely a way for private investors to exit, but an attractive source of capital.” WALL STREET JOURNAL

 

Not Ready for Autopilot

Many organizations are rolling back AI agents after encountering challenges around data protection, oversight, and trust

 

“’Til governance do us part…Companies are calling it quits on deployed, AI-powered customer communication agents, often due to governance issues around data leakage and hallucinations…. 74% of companies rolled back or cancelled customer communication agents due to a governance failure. About one-third of surveyed leaders said personal identifiable information (PII) exposure or data leakage was the reason for their derailed customer communications agent…. Governance failures are occurring because organizations are underestimating how complex it is to actually deploy AI agents in communications. Context management…is another problem area for companies as they try to deliver personalized communications to customers…. Gartner predicted 40% of companies will ‘demote or decommission’ autonomous agents because of governance failures by 2027.” IT BREW

 

The Rules of the Game

The Administration's latest AI foray underscores how the federal government is dabbling around the edges to figure out its role in the space

 

“[The] President signed an executive order Tuesday focused on expanding artificial intelligence development in the United States…. The order…outlines steps to increase federal support for AI infrastructure, national security applications and private-sector innovation. The executive order directs federal agencies to support the development of advanced AI systems while also addressing cybersecurity and national security concerns…. The order is intended to help maintain U.S. leadership in artificial intelligence…. Federal agencies are expected to coordinate efforts to expand AI capabilities and streamline policies related to development and deployment.” YAHOO NEWS

 

Beyond the Firewall

As industrial systems become more interconnected, managing cyber risk remains a weighty topic

 

“Industrial systems…were once designed to be isolated. Today, they are increasingly connected to enterprise platforms, cloud environments and third-party ecosystems. This matters because industrial connectivity is no longer limited to efficiency gains or digital modernization. They are increasingly interconnected both digitally and operationally. So, beyond protecting individual organizations, cybersecurity is also increasingly about maintaining stability in systems that support society and the economy. Risk ownership is commonly fragmented across engineering, operations, technology and external partners. Accountability is frequently shared but not clearly defined. And senior-level visibility is still inconsistent…. This gap is apparent in recent data. Regulators are also emphasizing governance. Cybersecurity is now both a security and a governance issue, as well as a matter of market transparency.” WORLD ECONOMIC FORUM

 

Leading While Writing a Playbook

As Berkshire enters the post-Buffett era, Greg Abel faces the ultimate leadership test — making decisions without the benefit of a proven gameplan

 

“Greg Abel spent the past year trying to reassure investors that Berkshire Hathaway is still the willing and opportunistic dealmaker it had been under his predecessor, Warren Buffett. He said the right things, but a prolonged slump in the company’s stock showed that shareholders wanted action. On Monday, he delivered his encore: a $10 billion purchase of shares in Alphabet…. The deals rank among the biggest Berkshire has pursued in recent years and reveal how Abel is willing to borrow from Buffett’s successful playbook while putting his own stamp on how to organize Berkshire. The new CEO came into the role as an operational maestro who would bring a critical eye to that vast portfolio of businesses. Some investors weren’t quite sure whether Abel had the chops to execute big deals as Buffett had.” WALL STREET JOURNAL


The Price of Judgment

In an era of rapid technological change and harder-to-measure risks, compensation decisions are becoming a reflection of boardroom judgment

 

“Executive compensation is rarely easy, but it feels meaningfully different today. Compensation committees are operating with narrower margins for error amid more frequent and less predictable volatility. At the same time, scrutiny is expanding beyond pay outcomes and alignment with common financial measures to the broader context. Investors, proxy advisors, employees and regulators are paying closer attention to how credibly boards explain the judgments underlying their decisions…. Two issues increasingly appear on committee agendas: how incentives support innovation without diluting accountability and how compensation reflects rapidly evolving risks that are less visible and harder to quantify.” DIRECTORS & BOARDS

 

Governance Under the Microscope

Corporate leaders now rank governance as the top reputational risk, reflecting growing scrutiny of board oversight, accountability, and judgment

 

“GlobeScan said the reordering of perceived risk ‘highlights rising concern over corporate ethics and accountability.’ The consultancy firm added that the sharp rise of governance as a reputational risk points to increasing concerns among corporate leaders about compliance, ethics and internal governance. Those concerns are driven in part by regulatory pressures, heightened stakeholder scrutiny and notable corporate governance lapses in recent years…. Last week, oil giant BP announced it had removed its Chair and Director Albert Manifold, citing ‘serious concerns’ brought to the board…. Last month, a coalition of activist investors asked Target shareholders to vote against the reelection of its current leadership…. GlobeScan said leaders ranking governance as the top reputational risk this year ‘underscores the imperative to strengthen governance practices as a core element of reputation management.’ ESG DIVE

    Seat at the Table

    • Alaska Air Group welcomes to its board Mike Sievert, former CEO of T-Mobile

    • Semiconductor company Microchip Technology appoints to its board Mitch Little, former Senior Vice President of Worldwide Client Engagement for the company

    • Energy technology and engineering services company TechnipFMC appoints to its board Eric Mullins, Chairman and Chief Executive Officer of Lime Rock Resources

    • Financial services company Zions Bancorporation announces the appointment of Daniel Ryan, former PwC partner and former Banking and Capital Markets Leader

    • Insurance and financial services company Unum Group elects to its board Kristi Matus, former CFO and COO of Buckle

    • Natural resources company Emerita Resources Corp. appoints to its board Agne Ahlenius, CEO & Managing Director of the San Juan Mine Project

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