Across the Board
Harley-Davidson Seeks New CEO, While Grappling with Sales Slump and Tariffs
Motorcycle maker says CEO Jochen Zeitz plans to retire after five years in the role
“Harley-Davidson said it has engaged an executive search firm to find a replacement for Chief Executive Jochen Zeitz, who the company said Tuesday plans to retire after five years on the job. Harley said it retained the search firm late last year after Zeitz expressed interest in retiring. He will remain in his position until a successor is chosen…. Zeitz, a longtime board member, took over in 2020 as the Covid-19 pandemic took hold, and kept the Milwaukee-based company running despite factory closings and supply-chain tangles…. Zeitz has said Harley is faring better than its competitors, as the powersports industry suffers under high interest rates and low consumer confidence. But the company has been singled out in the trade war launched by the Trump administration, with the European Union threatening to impose 50% retaliatory tariffs on its bikes.” WALL STREET JOURNAL
Harley-Davidson Director Resigns Citing ‘Grave Concerns’ About Company
Four days before sending the letter, Dourdeville called for the immediate resignation of Zeitz, who also serves as the company’s chairman, along with longtime directors Sara Levinson and Tom Linebarger
“A director who represents Harley-Davidson’s second-largest shareholder has resigned from the company’s board, accusing leaders including Chief Executive Jochen Zeitz of making decisions that have damaged the brand… Jared Dourdeville of the New York investment firm H Partners said the company had suffered ‘cultural depletion’ because of an extensive, white-collar work-from-home policy and the exit of many senior leaders. Dourdeville’s letter echoed the complaints of many dealers who have said Harley has hurt their profits, shipped too many motorcycles they can’t sell and ignored the market for entry-level bikes. Dourdeville also said Harley flubbed its response last year to the campaign waged last year by conservative activist Robby Starbuck against diversity, equity and inclusion policies.” MSN
Trump Orders New Review of U.S. Steel Acquisition by Japan’s Nippon Steel
Trump directed the Committee on Foreign Investment to issue a recommendation on whether the companies’ suggested measures would mitigate national security risks
“President Donald Trump on Monday ordered the proposed acquisition of U.S. Steel by Japan’s Nippon Steel to undergo a new review after the deal was blocked by President Joe Biden. Trump directed the Committee on Foreign Investment in the United States to review the acquisition again to assist ‘in determining whether further action in this matter may be appropriate,’…. Biden blocked the $14.9 billion deal in January, citing a potential threat to critical supply chains posed by one of the largest steel producers in the U.S. coming under foreign control. Trump has also opposed the deal, but the president appeared to soften his position in February during a meeting with Japanese Prime Minister Shigeru Ishiba.” CNBC
Activist Ancora Drops U.S. Steel Campaign After Trump Orders Review
Activist investor Ancora said on Wednesday it is withdrawing its nominations for director candidates on the board of U.S. Steel after President Donald Trump ordered a fresh review of Japan's Nippon Steel's bid for the domestic steelmaker
“The investor, which recently unveiled a plan that could deliver a cash offer of $75 per share, has said it had no intention of standing in the way of the $55 per share Nippon deal… Ancora had launched its boardroom challenge early this year and nominated nine candidates to U.S. Steel's board, looking to oust CEO David Burritt. It had also called on the steelmaker's board to delay its annual stockholders meeting until after June 18.” REUTERS
AI Adoption in the Boardroom
Directors are slowly but surely introducing AI into the evolving landscape of strategy and governance
“AI is transforming industries, reshaping corporate strategies and redefining competitive landscapes. While companies leverage AI for operations, risk management and customer insights, boardrooms are still grappling with how to incorporate AI in a way that adds strategic value without compromising security, compliance or oversight…. Large language models (LLMs) and machine learning (ML) are some of the technologies that underpin AI and have only recently become a board topic because of how quickly AI is reshaping the competitive business landscape.” DIRECTORS & BOARDS
The Artificially Intelligent Boardroom
Board members are much less likely to be “in the dark” about the operating and governance realities of their companies as technology makes it easier for them to search and synthesize public and private information made available to them through AI board tools
“Artificial intelligence has the potential to significantly transform many aspects of corporate activity, including decision making, productivity, customer experience, and content creation. The impact on boardrooms is likely to be significant—but perhaps in different ways than is commonly recognized. Boards are aware of the enormous potential of AI. According to one survey, corporate leaders rank ‘increasing the use of AI across the organization’ above all other priorities for the coming year, including such staples as revenue growth, productivity, margin improvement, and strategic opportunities…. Much less consideration, however, has been paid to the ways in which the application of artificial intelligence technology can reshape the operations and practices of the board itself, with the prospect of substantially improving corporate governance quality.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Shopify Says No New Hires Unless AI Can’t Do the Job
Employees now required to integrate artificial intelligence into teamwork, Shopify chief says
“Teams at the e-commerce company need to integrate AI into their workflows, and doing so will be expected of all employees going forward, according to the memo… ‘Before asking for more Headcount and resources, teams must demonstrate why they cannot get what they want done using AI,’ he wrote. ‘What would this area look like if autonomous AI agents were already part of the team?’ Canada-based Shopify, which helps businesses set up e-commerce websites, is one of a growing number of companies giving priority to employees with AI skills. AI-related job postings have surged despite a broader hiring cooldown. Tech companies are pouring money into AI development, and companies across industries are looking for workers who can use or build AI algorithms and models.” WALL STREET JOURNAL
Proactive Board Oversight Amid Significant Uncertainty and Change
Amid new leadership at the SEC and expected changes to its Regulatory Flex Agenda, boards anticipate regulatory volatility, in addition to evolving geopolitical and macroeconomic conditions
“Board directors once again enter proxy season against a backdrop of significant change. On a broad scale, supply chains and business operations continue to see impact from mounting geopolitical tensions, changing trade, tariff and tax policies, and ongoing price and interest rate pressures globally. Recent legal challenges and pauses herald the beginning of a significant shift in U.S. regulatory guidance on a number of issues, and the introduction of the Department of Government Efficiency (DOGE) raises critical questions about agency authority and access to government funding. In addition, the anticipation of de-regulation under incoming U.S. Securities and Exchange Commission’s (SEC) leadership, increased stakeholder attention to board oversight of artificial intelligence (AI) and cybersecurity, and shifting expectations around talent management are reshaping the corporate governance landscape.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
A Playbook for Proxy Pushback
With the 2025 proxy season in full swing, most calendar year-end companies have already filed or are gearing up to file their 2025 proxy statements, laying the groundwork for their upcoming annual general meeting
“While the vast majority can expect high levels of investor support for management-supported ballot items, each year a significant number of issuers find themselves bracing for the possibility of a challenging vote. For some, this contested environment will have been anticipated; for others, it may come as an unwelcome surprise… Whether anticipated or seemingly out of nowhere, news of a potentially problematic vote kicks off an intense period of investor outreach during which issuers scramble to meet with a number of investors and campaign for support in a compressed time window, often as little as two weeks. In the best of cases, boards will have had an inkling heading into 2025 proxy season that prior 2024 pay actions were likely to prompt scrutiny and done some advance preparation, which is critical.” CORPORATE BOARD MEMBER
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