What is the cost of change? This week’s wave of large-scale layoff announcements from Amazon, General Motors, Target, UPS, and others signals more than belt-tightening. It marks a turning point in which companies and their boards are grappling with the second-order effects of economic volatility, shifting consumer behaviors, and of course, AI. Many of these cuts reflect strategic recalibrations, raising urgent questions for directors about how to steward human capital, uphold corporate resilience, and define long-term value in an age of breathtakingly rapid and profound disruption. Meanwhile, the consolidation of power at the top continues: for the first time since the financial crisis, every major U.S. bank now has a CEO who also chairs the board. At Tesla, Chair Robyn Denholm warns that Elon Musk may walk away if shareholders reject his proposed $1 trillion pay package, intensifying debate over the board’s independence and its ability to effectively oversee Musk’s influence. New data shows that some 40% of outgoing S&P 500 CEOs stay on as board chairs. And Glass Lewis’s decision to sunset its benchmark proxy voting policy signals a new era of investor fragmentation, where boards must navigate more customized and less predictable voting dynamics. The price of rapid change is coming into focus and it is not only measured in dollars or headcount, but in how well boards can guide strategic shifts and recognize their opportunity and accountability for shaping their organization’s future.
In the Spotlight
Layoffs Hit Amazon, UPS, Target, and More
Even top performers in the AI boom, like Meta, are trimming staff as efficiency replaces expansion
“Thousands of workers are falling victim to job cuts at Amazon, UPS, Nestlé, and other large companies, in an economy defined by uncertainty, AI, and global tensions. Amazon said in a message to employees Tuesday that it would reduce its ‘corporate workforce’ by approximately 14,000 roles…. Meanwhile, UPS said in its third quarter earnings results on Tuesday that it had cut its ‘operational workforce by approximately 34,000 positions’…. Target is similarly planning to axe 1,800 corporate roles, while Paramount Skydance is reportedly set to slash more than 1,000 positions Wednesday…. The reasons for the layoffs vary from mergers to complaints of too much bureaucracy and more. Still, some companies have been transparent about facing other realities feared by workers: Chegg, an education technology company, said this week it would cut about 45% of its workforce as AI dents its revenue, and Salesforce’s CEO has said efficiencies from AI mean the company now needs fewer people. Tariffs are also biting into some companies’ bottom lines, triggering layoffs.” YAHOO FINANCE
General Motors Lays Off Thousands of Electric-Vehicle Workers in U.S. Plants
The automaker is cutting jobs in Michigan, Ohio and Tennessee as it adapts to an evolving regulatory environment
“General Motors is laying off thousands of UAW-represented workers at factories that make electric vehicles and EV batteries as it retrenches from EVs after the end of federal subsidies and the elimination of some emissions regulations. ‘In response to slower near-term EV adoption and an evolving regulatory environment, General Motors is realigning EV capacity,’ the company said. GM plans to lay off more than 3,300 hourly workers at plants across Michigan, Ohio and Tennessee starting in January. Of those, more than 1,700 are being laid off indefinitely, while more than 1,500 are expected to be called back in mid-2026…. GM Chief Executive Mary Barra has said that EVs remain the company’s “North Star” even as it scrambles to reduce its output in the short term.” WALL STREET JOURNAL
Corporate Layoffs Surge as AI Reshapes the White-Collar Workforce
Sweeping job cuts signal a shift in how companies balance innovation, labor, and long-term value amid accelerating AI adoption
“Behind the wave of white-collar layoffs, in part, is the embrace by companies of artificial intelligence, which executives hope can handle more of the work that well-compensated white-collar workers have been doing. Investors have pushed the C-suite to work more efficiently with fewer employees. Factors driving slower hiring include political uncertainty and higher costs…. Meanwhile, opportunities for front-line, blue-collar or specialized workers are growing. Companies describe shortages of trade, healthcare, hospitality and construction employees, while pausing hiring for consultants and managers, laying off staff in retail and finance, and deploying AI to do work in accounting and fraud monitoring.” WALL STREET JOURNAL
From Boardspan this Week
P&G’s David Taylor on Culture, Activists, Crisis Readiness & More
Wednesday, November 5, 2025 | 2–3pm ET
Boardspan is excited to have David Taylor as Abby Adlerman’s next webinar guest. As the former Chair & CEO of P&G and current Chair of both Delta Air Lines and Opella (Sanofi’s consumer healthcare business), David has led global organizations through challenges and opportunities that create invaluable lessons for every board member. |
Across the Board
Wall Street’s Power Shift: CEOs Now Chair Every Major U.S. Bank
The return of dual CEO-chair roles across major banks signals a consolidation of authority not seen since before 2008
“The last time every major US bank boss also led their boards, Steve Jobs was launching the first iPhone and Bear Stearns had a market value of some $20 billion. With Citigroup Inc. Chief Executive Officer Jane Fraser adding the title of chair this week, it’s the first time during the modern US financial landscape that the CEOs of all the biggest banks also sit atop their boards…. The consolidation of power comes as bank profits climb on the back of higher interest rates and active trading markets, lifting the shares of all six lenders by more than 20% in the past year…. It’s a level of comfort not everyone is enthused by, particularly as regulators ease standards and banking chiefs reap hefty pay packages that come with stocks riding high.” FINANCIAL ADVISOR
When the CEO Becomes Board Chair
More than 40% of outgoing S&P 500 CEOs assumed board chair roles within a year of stepping down
“When executed well, this shift ensures strategic alignment, maintains investor confidence, and steadies the organization during a time of change. It provides continuity, institutional memory, and the benefit of a leader’s deep understanding of the business and industry. For the outgoing CEO, it creates an opportunity to focus on long-term vision, governance, and mentorship—roles that shape the company’s future while preserving its culture and values. But this move is also one of the most delicate transitions in corporate leadership. If leaders do not plan carefully, they create blurred power structures, boardroom tension, internal power struggles, employee confusion, and reputational damage.” HARVARD BUSINESS REVIEW
Glass Lewis To End Benchmark Proxy Voting Policy
With benchmark guidelines set to sunset by 2027, companies must prepare for a more tailored and unpredictable voting environment
"Major proxy advisory firm Glass Lewis announced that it will stop offering its standard benchmark proxy voting guidelines in 2027, and transition clients to differentiated client frameworks. Glass Lewis’ change comes amid a broader reshaping of the proxy voting ecosystem — alongside regulatory shifts, stewardship restructuring by major index funds and the rise of pass-through voting — reflecting a continued move toward more investor-specific and diversified approaches to proxy voting. As the proxy voting landscape becomes increasingly fragmented, companies may face greater uncertainty around voting outcomes in key shareholder votes, including contested board elections.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
When Should Boards Fight
Boards must weigh short-term peace against long-term value, especially when settlements risk ceding strategic ground
“In the headlines today, it is common to see announcements about activist campaigns or activists taking equity positions in public companies. Nonetheless, full-scale proxy fights have become relatively rare. Most public company boards opt to settle with activists, seeking to avoid costly, time-intensive and uncertain contests that distract directors and management from running their business. Settlements are widely viewed as a way to preserve value, reduce disruption and maintain greater control over outcomes…. However, settlements are not always in the best interest of the company and its broader shareholder base…. Boards and management teams must understand the various dynamics at play, the pros and cons of settling and when it may be advisable to resist settling and commence a fight.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Pay Him or Lose Him? Tesla Chair Warns Musk Might Walk Without $1 Trillion Deal
Denholm’s letter urges shareholders to approve the massive package and re-elect three longtime allies on the board
“Elon Musk could leave Tesla as CEO if his proposed $1 trillion pay package was not approved, Chair Robyn Denholm warned in a letter to shareholders on Monday. The appeal comes ahead of the November 6 annual meeting, with Tesla's board having faced repeated criticism for not acting in shareholders' best interests and governance experts and advocacy groups questioning its independence and oversight of Musk's influence. The proposed performance-based plan was designed to retain and motivate Musk to continue leading Tesla for at least another seven-and-a-half years, Denholm said in the letter. Musk's leadership was ‘critical’ to Tesla's success, she said, and warned that without a plan that properly incentivizes him, the company could lose his ‘time, talent and vision’.” REUTERS
2025 U.S. Compensation Post-Season Review: Strong Investor Support Despite Record CEO Pay
CEO pay is at an all-time high with the median S&P 500 CEO pay of $16.4 million and 11% increase from the previous year for Russell 3000, driven largely by increases in long-term incentive pay
“While the 2025 proxy season was marked by significant shifts on governance practices and priorities [1], executive compensation continued to normalize following pandemic-driven disruptions. Uncertainty and volatility during the pandemic led to increased one-time compensation decisions and a spike in discretionary pay adjustments. These irregular actions resulted in increased opposition to compensation-related proposals as seen in increased failures. As companies recovered and the effects of the pandemic fade, incentive programs normalized, and CEO pay continuously rose, backed by strong market performance. Shareholders became more confident in the board’s pay decisions and alignment between pay and performance, with significantly fewer say-on-pay failures since the pandemic highs even as total pay rose to record levels.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
OpenAI Becomes a For-Profit PBC, Nonprofit Retains Strategic Stake
The artificial intelligence company said that the nonprofit that controlled the organization would receive a $130 billion stake in the new company
“OpenAI said on Tuesday that it had adopted a new for-profit structure, a long-sought change that could allow the business to operate like a more traditional company while it raises the billions of dollars it needs to develop artificial intelligence. OpenAI said in a blog post that it had become a public benefit corporation, or P.B.C., which is a for-profit corporation designed to create public and social good. OpenAI rivals like Anthropic and xAI, which is owned by Elon Musk, use a similar structure. The nonprofit that has controlled OpenAI since it was founded in late 2015 received a roughly $130 billion stake in the new for-profit company, which is called OpenAI Group PBC. OpenAI said the nonprofit, now called the OpenAI Foundation, would continue to control the for-profit company…” NEW YORK TIMES
AI’s Gender Gap Starts at the Top: 40% of California Startups Have All-Male Boards
Despite mounting pressure for equity, private AI companies trail public firms in boardroom diversity
“The state is home to 32 of the world’s 50 leading AI companies, from OpenAI and Anthropic to the next wave of smaller startups. It has taken up the responsibility of regulating this emerging technology before the federal government does—and after missing out on doing so during the rise of social media…. Women make up 15% of the boards of private AI companies in California. More than 40% of the state’s private AI company boards have zero women directors. As AI startups scale, board-level gender diversity improves. With between $50 million and $99 million in funding, AI companies have 9% women directors. With more than $100 million in funding, that jumps to 19%. The same pattern holds for the existence of all-male boards. Between $50 million and $99 million in funding, 62% of AI companies have all-male boards. With more than $100 million in funding, that drops to 32%.” FORTUNE
End of an Era: John Malone to Step Down as Chairman of Liberty Media and Liberty Global
The legendary ‘Cable Cowboy’ will transition to chairman emeritus, capping a transformative legacy in media and telecom
“John Malone is stepping down as chairman of Liberty Media and Liberty Global, ending a decadeslong run atop a powerful media empire. Malone, 84 years old, will step down from the boards at the end of the year. He said he will be succeeded at Liberty Media by longtime director Robert Bennett, who is currently vice chairman. Mike Fries, Liberty Global’s chief executive, will also become its chairman. Liberty is home to assets spanning telecom and entertainment, including Formula One.” WALL STREET JOURNAL
Kruti Patel Goyal Steps in as Etsy’s New CEO Amid Growth Challenges
As longtime CEO Josh Silverman transitions to Executive Chairman, Etsy looks to Goyal’s digital marketplace expertise to spark renewed expansion
“Online marketplace Etsy said on Wednesday that its long-time CEO, Josh Silverman, would step down by the end of the year. Kruti Patel Goyal, Etsy’s president and chief growth officer, will become the company’s next CEO. Silverman, who headed the marketplace for eight years, will become its executive chairman…. Etsy has faced challenges in growing its business and may be looking to Goyal’s experience leading Depop to help revive growth…. The company experienced a user boycott in July after allowing the sale of merchandise branded with “Alligator Alcatraz” on its site.” YAHOO FINANCE
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