Across the Board
FTC Reverses Course on Oil CEO Board Bans at Exxon and Chevron
The reversal raises questions about governance, regulatory reach, and post-merger board negotiations
“When Scott Sheffield agreed to sell his company, Pioneer Natural Resources, to Exxon Mobil for $60 billion, he expected to retire with a windfall—and a cushy seat on Exxon’s board. Instead, Exxon last year negotiated an agreement with Democratic antitrust enforcers at the Federal Trade Commission that barred the oil boss from that role, in exchange for getting the merger approved. Now, the FTC’s new Republican majority has reversed that decision. Sheffield, though, says he is no longer interested in serving as a director of Exxon. He accuses the company of signing a ‘rushed, baseless and illegal order’ and of effectively breaking the commitment it made to him in the merger agreement with Pioneer." WALL STREET JOURNAL
Senators Seek Clarity on Delta's AI-Powered Pricing Strategy
Lawmakers are pressing the airline on data use and algorithmic oversight as AI expands into fare-setting
“Three U.S. senators are demanding answers over Delta Air Lines' planned expansion to use artificial intelligence to set individualized fares — insisting the strategy is fraught with privacy concerns. Sens. Ruben Gallego, Richard Blumenthal and Mark Warner, all Democrats, sent a letter Monday to the Atlanta-based airline seeking additional details of plans to deploy AI-based revenue management technology across 20 percent of its domestic network in a matter of months…. Delta Air Lines President Glen William Hauenstein told reporters during a July 10 earnings call that roughly 3 percent of the airline's domestic ticket prices are already set using AI, with hopes to reach 20 percent by the end of 2025.” NEWSWEEK
The New DEI Risk: Whistleblowers, Backlash, and Legal Exposure in 2025
What was once viewed as a cornerstone of corporate social responsibility is now a flashpoint for legal scrutiny, political backlash, and reputational risk
“Countering DEI has become a top priority for the current administration in Washington. Executive orders issued in January 2025 explicitly target what the administration calls ‘illegal DEI,’ though the term remains legally undefined. These orders direct federal agencies to investigate and dismantle DEI programs across sectors, with the Department of Justice (DOJ) leading the charge…. For companies—especially federal contractors—the implications are profound. First, even well-intentioned DEI programs can be construed as ‘camouflaged’ discrimination if they are not carefully structured and documented. As hundreds of companies altered the way they present their programs and policies regarding DEI publicly, through changes to SEC filings, websites, internal structuring and messaging and more, there is a real threat of being accused of, nonetheless, doing DEI ‘in secret,’ potentially pitting companies against ‘rogue employees’ that were only a short time ago aligned with company values and encouraged. Second, the threat of whistleblower-driven risk is real and growing.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Boards Grapple with Geopolitics as Global Complexity Deepens
Leading directors are leveraging broad business acumen, not niche expertise, to guide strategy across borders
“The pace and complexity of shifts in the global business environment have had a dramatic — and, in some cases, unprecedented — impact on the way companies operate, from supply chains to pricing, from transactions to capital investment choices, from brand positioning to talent and workforce planning. It also has affected the way boards operate, according to findings in a recent EY Center for Board Matters report, which revealed that 84% of corporate director respondents reported that their boards regularly assess the impact of such risks on their companies’ existing strategies, a dramatic increase from 40% just four years ago.” CORPORATE COMPLIANCE INSIGHTS
Opinion: Why Board Self-Evaluations Matter More Than Ever
Proactive assessments help surface issues early—before dysfunction spills beyond the boardroom
“Most director resignations are a routine part of an ongoing board refreshment process that takes place at a relatively tempered pace. But some resignations are abrupt and noisy, as illustrated by a recent exit at Harley-Davidson. That situation is a great example of governance issues escaping the boardroom into press headlines, impacting public trust and market value. But do boardroom dynamics need to breakdown like this? No. When boards treat self-evaluations as a strategic priority, they’re better positioned to identify and address issues before they blow up the boardroom.” FORBES
Director Skills for Today's Complex Business Environment
From technology disruptions to shifting regulation priorities, corporate boardrooms are navigating a rapidly changing business environment
“Boards are navigating a business climate defined by rapid change and growing complexity. A recent analysis of Fortune 100 companies reveals distinct patterns in director skills and backgrounds. Understanding these trends could help inform board refreshment strategies at companies of any size.... For directors of Fortune 100 companies, some skills stand out as especially common, while others less so. For example, 90% of directors have leadership experience, meaning they worked in a C-suite role or held an equivalent public sector position, which is typical for large company boards.1 On the other end of the spectrum, only about 4 in 10 directors (38%) indicate skills related to human resources. And the least frequently reported skills are in information security (31%) and mergers and acquisitions (20%)." DELOITTE
2025 Proxy Season: ESG Volumes Drop, But Governance Keeps Investor Attention
Environmental and social proposals decline sharply, while support for governance-focused resolutions holds steady
“Overall, the number of ESG shareholder resolutions has fallen by around a third in 2025, but support levels have stabilized at just above 20%. Yet, once again, there’s a big difference in shareholder support for ‘G’ resolutions on corporate governance compared with ‘E&S’ resolutions on environmental and social themes…. The number of shareholder resolutions on ESG voted on at US companies is down by a third to 422 in the 2025 proxy year to date. That follows three years of steep volume growth. We can attribute this decline to guidance changes implemented by the Securities and Exchange Commission in February, which allowed companies to exclude many more shareholder proposals from the proxy ballot. The average level of support for ESG resolutions appears stable at 23% in 2025, settling at similar levels compared with the prior two years.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Sustainability Moves to the Center of the Board Agenda
Corporate boards must adopt proactive and integrated approaches to governance and oversight for long-term resilience and success
“Last year, corporate boards demonstrated greater readiness to address sustainability issues with significant financial implications, especially compared to their preparedness in 2018, according to the NYU Stern Center for Sustainable Business…. Boards operating in the traditional oversight models may soon find themselves struggling as the governance tactics of the past prove inadequate in the face of these newer changes. Furthermore, the future operating environment for companies is becoming increasingly complex, with a heightened risk of polycrises, in which multiple, interconnected crises converge to create unprecedented challenges. Moreover, boards of directors as fiduciary stewards of companies’ strategies are now expected, by regulators, investors, and stakeholders, to demonstrate fluency in climate and sustainability issues.” REUTERS
Subway Taps New CEO as Roark Capital Maps Its Turnaround Strategy
Jonathan Fitzpatrick steps in with a mandate to stabilize U.S. sales and align a complex franchise network
“Subway named a former Burger King executive as its next chief executive, with a mandate to improve U.S. sales and help expand globally. Jonathan Fitzpatrick is set to become Subway’s first new CEO since private-equity firm Roark Capital bought the sandwich chain for around $9.6 billion last year…. John Chidsey, who helped usher Subway through the sale to Roark, departed the chain last year. Fitzpatrick, 55, said Monday that he aimed to work with Subway’s franchisees and employees to boost sales and profitability, while expanding the company’s international footprint…. Fitzpatrick has a big task ahead in helping Subway stabilize after a multiyear sales slide in the U.S…. Subway maintains a larger number of franchisees than many other restaurant chains, which will require Fitzpatrick to win buy-in for his strategy from a range of operators.” WALL STREET JOURNAL
McKinsey Resets Its Leadership Model Amid Succession Strains
After bruising succession battles, the consulting giant moves to longer terms, a streamlined board, and a clearer separation of roles
“McKinsey is changing the way it picks its leaders for the first time in years in an effort to circumvent the internal tensions and infighting that marked its past two elections. The elite consulting firm, as part of changes to its governance, will now elect a global managing partner to a single six-year term, and its partners will hold a confirmation vote at the four-year mark on whether the leader should serve the remaining two years of the term. McKinsey’s roughly 750 senior partners currently vote to elect a firmwide leader every three years, and that person can stand for two terms…. In addition to the shifts to its election cycles, McKinsey will slim down its board, from 30 people today to 12 in the future. The idea is that a smaller, more focused board will provide greater oversight on McKinsey’s leaders… Board members, who are all McKinsey senior partners, will be asked to relinquish other leadership responsibilities within the firm so they can devote more time to their board functions. To better manage risks and provide more oversight, the firm will create an independent board chair, a position filled by another partner. Currently, the global managing partner also chairs the board.” WALL STREET JOURNAL
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