Across the Board
Nike Faces Federal Probe Over Claims Its Diversity Policies Discriminate Against White Workers
The Equal Employment Opportunity Commission alleges Nike’s diversity initiatives may have crossed into race-based discrimination, an unprecedented move against a high-profile company
“The federal agency that safeguards hiring practices said on Wednesday that it was investigating Nike, the sportswear giant, for diversity efforts that it said amounted to discrimination against white workers. The Equal Employment Opportunity Commission, born of the Civil Rights Act, said it was investigating 'systemic allegations of D.E.I.-related intentional race discrimination' against white employees and job applicants at Nike. It appears to be the first time that the commission has said diversity, equity and inclusion practices in workplaces can amount to discrimination against white people, and Nike is a high-profile target.... The investigation is the most significant legal action that the commission has announced under Andrea Lucas, its chair, who has made diversity, equity and inclusion programs a target since taking the role last year.” NEW YORK TIMES
Investors Want BP to Show Them the Money on Fossil Fuel Plans
Shareholders demand proof that BP’s pivot back to oil and gas will pay off
“UK and European pension funds and activist shareholder ACCR are pushing BP to publish more information to prove its strategy of shifting spending from low-carbon to oil and gas projects will boost shareholder value. A year ago, BP under then-CEO Murray Auchincloss announced the strategy reset back to hydrocarbons, saying this would improve profitability, after an ill-fated foray into renewables under his predecessor Bernard Looney. ACCR said on Tuesday that it filed a resolution, co-filed by a group managing 191 billion pounds ($262 billion) in assets, calling on BP to provide more details on why it thinks shifting more spending into oil and gas will deliver better value for shareholders.” REUTERS
Peltz Now Prefers Buyouts: ‘Don't Have to Do a Dance for a Boardroom’
After years of proxy fights, the activist investor says owning the whole company beats sparring with the board
“Nelson Peltz is looking to go back to his roots with Trian Fund Management and could buy more companies outright in the future, the billionaire investor said on Tuesday. One of the best-known activist investors, Peltz helped found Trian in 2005 and has since campaigned to oust management and board members and change strategy at companies including Walt Disney, Kraft Heinz and Procter & Gamble…. ‘We used to buy all of a company, and I liked doing that as I don't have to do a dance for a boardroom,’ Peltz said, noting it allowed changes at a company to be implemented quicker than taking a stake and negotiating with an existing board.” REUTERS
Activism Isn’t Slowing Down
A record year in 2025 signals sustained pressure on boards heading into 2026
"Shareholder activism has become a feature of the public markets that almost all issuers have to deal with at some point, regardless of their size, reputation, maturity or corporate governance structure. … In preparation for shareholder activism in 2026, boards and management teams should consider the following key takeaways from 2025: Prepare for more and increasingly focused campaigns, sometimes seeking incremental change…. Proxy advisors are under unprecedented pressure and their support does not predetermine meeting outcomes—revisit your approach with institutional shareholders. … Regularly reexamine your business portfolio and capital allocation…. Refresh communication strategies…. Be prepared for off-cycle activism.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
As Activist Investors Adopt New Strategies, Boards Must Adapt
An increase in off-cycle and “vote no” campaigns in the U.S., coupled with more activists going public without any private engagement, makes board engagement with investors critical
“Despite geopolitical volatility, tariff policy uncertainty and a slower-than-expected M&A market in the first half of 2025, shareholder activism has not cooled. In fact, 2025 experienced another record year in the U.S. for activism, even though global activity fell slightly behind the previous year’s pace…. Key trends: Activist investors … [are] increasingly using more sophisticated multimedia and digital strategies to exert pressure on companies and boards. An increase in off-cycle and ‘vote no’ campaigns in the U.S., coupled with more activists going public without any private engagement, is making activism a year-round phenomenon. Companies may need to consider reevaluating their approaches to shareholder engagement if proposed regulatory changes are adopted to curb the influence of institutional investors and proxy advisory services in shareholder votes…. For boards, the implications are clear: They must be prepared for off-cycle challenges and activity after nomination deadlines by maintaining continuous engagement with key investors and strategizing on how best to reach smaller holders… Regular board-level education and preparedness sessions remain essential, as does continuous evaluation of board structure and composition to ensure each director provides a critical, demonstrable skill.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Executive Pay in a Changing Shareholder Landscape
Regulatory shifts and evolving stewardship models are reshaping how boards oversee compensation
“For more than a decade following the introduction of mandatory say-on-pay votes in 2011, companies and compensation committees operated in a relatively stable and predictable environment. Shareholder engagement followed familiar patterns, proxy advisory firm policies were well-understood and executive compensation programs increasingly converged around a set of accepted design norms…. That predictability is declining. Beginning in 2026, companies will face a more fragmented and less transparent shareholder landscape, driven by regulatory change, evolving investor stewardship models and changes in the influence of proxy advisory firms. For boards, this shift introduces both risk and opportunity. Understanding how the environment is changing and what it means for board decision-making will be critical.” DIRECTORS & BOARDS
The Board’s Role in Bolstering Tech Resilience
Directors cite technology governance as both a strategic priority and a persistent challenge
“In June 2025, Deloitte Global surveyed 739 board and C-suite leaders from 59 countries.… Overall, the survey found that many boards are collaborating more with C-suite leaders on strategy development and scenario planning—two areas respondents identified as most important for navigating the risk and opportunity landscape. Nearly three-quarters of respondents (73%) said their boards spent more time on both those priorities in 2025…. Most respondents believed their organizations possess enough financial, technology, and human capital resources to build resilience. But confidence varied across these pillars: While 82% of respondents felt they had the financial resources they needed, only 63% said the same for technology resources, and 64% for human capital resources—a nearly 20 percentage-point difference.” DELOITTE INSIGHTS
Governance in an AI-Driven World
New technology pressures demand updated approaches to strategy, talent, and risk
“Leaders must adapt talent planning for an AI-augmented workforce. As automation takes over routine, rules-based tasks, entry-level roles—once the gateway for new talent—are shrinking fast. AI can already handle 50%–60% of typical entry-level tasks such as drafting reports, synthesizing research and cleansing data, and companies are responding by cutting or not filling these positions…. This shift brings risks…. Board members can set the expectation that the firm’s human capital strategy must include rethinking what ‘entry-level’ roles mean at all so the company can take full advantage of what entry-level talent has to offer…. As AI takes away differences in executing basic tasks, it is this human judgment and creativity that will drive competitive advantage.” EY
Opinion: The Case for Two at the Top
As the scope and pressure of the CEO role continue to expand, boards are reexamining shared leadership at the top
“The job of a chief executive is harder than ever. Today’s CEOs are simultaneously accountable for everything from AI strategy, technology disruption and capital allocation to regulatory and geopolitical risk, talent oversight, and ensuring investor, media and stakeholder trust. It’s leading to an increase in both CEO burnout and turnover. Across the first half of 2025, CEO tenure was 6.8 years, down from 7.7 years in the same period of 2024 at 1,800 top public companies…. There are many contributing factors to this, but most of them roll up to a larger theme: increased pressure from stakeholders to deliver in a more fraught operating environment. Against this backdrop, there has been a rise in the number of companies rethinking traditional operating structures. In many organizations, the role of CEO has become too multidimensional for a single executive to cover deeply, and some companies are rethinking the traditional notion of one leader at the top.” DIRECTORS & BOARDS
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