10/9/25 – Issue 10.40 – Your weekly news on all things board. 

When are two heads better than one? This week’s boardroom headlines shine a light on that very debate. At UnitedHealth, calls to split the CEO and Chair roles reflect mounting investor concern over crisis management, regulatory scrutiny, and the optics of re-concentrated power during a period of instability. The conversation intensifies at Wells Fargo, where activists are challenging the board’s quiet removal of its independent chair requirement, just as the bank reasserts control post-scandal. Verizon, responding to stock underperformance, proactively splits the top two roles while appointing lead director Daniel Schulman as CEO and a new independent Chair. 

Curious about trend lines? As of 2024, approximately 60% of S&P 500 companies had separated the CEO and Chair roles, up from less than 40% a decade ago. Coincidentally, Boardspan just released two timely reads with both Chairs’ and the CEOs’ perspectives on board dynamics, featured below. In other news, boards are confronting deeper oversight nuances, from cybersecurity to strategic risk, where fluency and judgment increasingly outweigh formal structures. In an era of constant pressure, boards are pushing themselves to stay agile, find new solutions, and constantly evolve lest they fall significantly behind.

In the Spotlight

UnitedHealth Pressured to Split CEO and Chair Roles Amid Oversight Concerns

Investors urge a formal policy to separate executive and board leadership, citing oversight gaps during a challenging period 

“UnitedHealth is facing a sea of recent difficulties, including a massive cyberattack requiring billions of dollars in response costs, rising medical expenses shrinking the profitability of its insurance division and antitrust probes from federal regulators. The massive healthcare company is also embroiled in a public relations crisis following the killing of its top insurance executive late last year…. Witty stepped down as CEO in May, citing personal reasons. In his place, the board appointed Hemsley, the 73-year-old chairman of UnitedHealth’s board and its CEO from 2006 to 2017…. The Accountability Board, which invests in upwards of 100 of the largest publicly traded companies in the U.S., is now calling for a policy to keep the CEO and board chair roles separate. The reform would restore trust in UnitedHealth’s board by ensuring it can provide objective oversight of management, the activist group said.” HEALTHCARE DRIVE

Activist Pushes Wells Fargo to Reinstate Independent Chair Requirement

With scrutiny on board leadership intensifying, investors call out Wells’ decision to drop its bylaw requirement as a step backward

“An activist shareholder group with a stake in Wells Fargo is calling on the bank to restore a policy that required an independent board chair, reviving a long-running corporate governance debate about the practice of a company’s chief executive officer also serving as chair of the board…. In July, the bank announced it intended to name Chief Executive Officer Charlie Scharf as chairman and award him $30 million in a payment structured to retain him for six more years…. Those changes came one month after regulators lifted the unprecedented growth limitation the bank had operated under since 2018, a punishment that stemmed from its fake-accounts scandal. The scandal’s fallout and pressure from investors prompted Wells to amend its bylaws in late 2016 and separate the roles.” BARRONS

Verizon Splits Roles, Tapping Lead Director Daniel Schulman to Lead Team and Replacing Former CEO & Chair 

The Former PayPal chief executive moves from board leadership to operational command, and a new Chair is named, as well

“Verizon Communications has appointed lead independent director Daniel Schulman as its new chief executive officer, giving him the helm as the carrier contends with fierce industrywide competition that has put pressure on its pricing and ability to attract new customers. Schulman will succeed Hans Vestberg, who has been Verizon’s chief executive since 2018 and chairman since 2019, the company said Monday. Schulman previously served as CEO of PayPal from 2015 to 2023 and was the founding CEO of Virgin Mobile USA…. Verizon is the largest U.S. telecommunications provider by subscriber base. It is making the leadership change as it faces stiff competition from rivals for home internet as well as wireless customers.” WALL STREET JOURNAL

From Boardspan this Week

What CEOs Really Want from Their Boards

When built with intention, the board becomes a powerful source of strength, trust, and long-term value creation for the CEO and the company

“Every board member has wondered at some point: Am I adding the kind of value my CEO truly needs? Earlier this year we asked board chairs and other leaders about governing in this challenging environment and how directors might focus their efforts to be most effective. Valuable as those perspectives are, they’re only one side of the coin. To present a holistic view, over the last several months we asked CEOs for their views on what makes for an effective board. The responses of the many business leaders we spoke with painted a consistent picture. CEOs appreciate altitude, not interference. They value strategy over scrutiny, debate without ego, and alignment that inspires confidence both inside the company and with outside stakeholders.” BOARDSPAN

What the Best Board Chairs Bring to the Table

7 leadership traits to help the whole board deliver maximum value

“While governance is a collective endeavor, the board chair plays an outsized role in shaping how effectively the board fulfills its mandate. The chair influences not only what gets discussed and when, but how productively directors engage, how disagreements are navigated, and the timeliness with which the board takes decisive action. Even for a high-functioning board, an effective chair can be the difference between perfunctory oversight and strategic value creation. In today’s operating environment, marked by complex risks, shifting stakeholder expectations, and unrelenting pressure to perform, boards are asked to do more and are held more accountable.” BOARDSPAN

Across the Board

What Great Board Leadership Looks Like, and Why It Matters More Than Ever

Outstanding board leaders treat governance as a living system, adapting structures and processes to match strategy and turning oversight into an engine for value creation

“Exceptional boards don’t happen by accident. They’re driven by leaders — board chairs, lead directors and committee chairs — who combine strategic foresight, emotional intelligence and an unrelenting commitment to the organization’s long-term health. These leaders unite directors into a high-impact team, work towards a shared vision, challenge and coach the CEO in equal measure, refresh talent relentlessly and stay unflappable when crises hit. When leadership falters — signaled by groupthink, a poor relationship with the CEO or underperforming directors — they act fast: commissioning frank evaluations, rotating roles, clarifying responsibilities and, if needed, making a change.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

Controlling The ‘Craziness’

Directors rank tech and geopolitical risk as top concerns, but say strong boardroom culture and business understanding are what make oversight effective

“Overwhelmingly, the consensus among 192 directors of public companies CBM and EY recently surveyed about what it takes to navigate our modern era of disruption is the ability to balance strategic risk taking…. In ranking the attributes that best equip a board for oversight in this dynamic market, 66 percent of participants cited “skills and background expertise” as among the three most important, followed by “an understanding of the business” (64 percent) and “the right boardroom culture” (53 percent). Seen as less key were learning opportunities, with just 7 percent of respondents rating board education as a top three attribute and even fewer citing independent education (2 percent) or tabletop exercises (1 percent). Technology (28 percent) and geopolitics (24 percent) topped the list of sources of disruption that concern board members most, with AI called out specifically by 82 percent of those who listed technology as a concern.” CORPORATE BOARD MEMBER

Through the Stewardship Lens: How Boards Can Distinguish Leaders from Laggards
From water scarcity to M&A strategy, long-term resilience depends on how boards oversee the fundamentals that drive sustained value

“Companies today face intensifying pressures—from surging electricity demand and water shortages, to shifting policies and regulations, to a rise in megamergers. How companies handle these pressures matters to their bottom lines—and to shareholder value. The challenge for investors is determining which businesses will adapt and thrive, and which will struggle…. That means assessing how companies manage the fundamentals that drive long-term value: resource use, supply chain practices and governance…. A stewardship lens should also include board oversight—a key hallmark of good governance. Merger and acquisition (M&A) activity is gaining steam in a less stringent regulatory environment, leaving fewer external constraints on management decisions. Weakened external guardrails underscore the importance of effective corporate boards that ensure alignment between a company’s management and its shareholders.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE

AI Without Trust Is a Governance Failure
Why boards must treat trust, cybersecurity, and AI transformation as one strategic imperative, not three separate agendas 

“AI is transforming business, cyber risks are escalating, and trust in institutions is under pressure. With these developments in mind, what does ‘good governance’ look like in 2025?... Boards are the guardians of a corporation’s longevity; over the past two years, two items have dominated their agenda: transforming with AI and defending against cyber risk. We are at the beginning of a new industrial revolution, and companies that miss the AI transformation will not survive. A common mistake is treating these two agenda items as separate.” WORLD ECONOMIC FORUM

The Board as Thought Partner: A New Model for Cyber Oversight

Hear from Boardspan’s CEO Abby Adlerman as she shares how reframing cybersecurity through a governance lens can drive stronger board engagement and better organizational outcomes

“As the person with ultimate responsibility for security within the organization, a CISO will want to understand those unique dynamics to successfully help the board fulfill its responsibilities. Over more than a decade of advising corporate boards, I’ve found that the most effective leaders bridge this gap by grounding their conversations in a simple, powerful framework: Oversight, Accountability, Risk and Strategy (OARS). These are the four cornerstones of effective governance, and they provide a compass for navigating any boardroom discussion…. While the conversation with your board can begin with risk, its focus must be on oversight. The board’s role is to oversee risk, not to manage it. The CISO’s role is to frame the risks in terms they understand: the likelihood of an event, the potential business impact and the mitigation plans your team has in place…. As I stated before, every board is different. Some directors can be highly fluent in cybersecurity; others might need the core concepts explained a bit more.” PALO ALTO NETWORKS

Activist Irenic Pushes for Governance Overhaul at Workiva

The activist investor is seeking board seats and governance reforms, saying failure to act should trigger a sale of the company

“On Sept. 29, Irenic announced that they have taken a roughly 2% position in Workiva and are calling on the company to improve its operating efficiency, review strategic alternatives with fresh board oversight, including a potential sale of the company, and improve corporate governance practices, including collapsing its dual-class share structure…. Governance is a real issue at Workiva and an obvious reason for the discounted stock price. Workiva is still run like a private company with its three founders controlling the company through the dual share class structure. This has led to a staggered board with little relevant experience and five of seven directors serving since the 2014 IPO.” CNBC

Seat at the Table

• Insurance firm Lemonade adds to its board Geoff Seeley, CMO of PayPal Holdings

• AI firm OpenText appoints to its board George Schindler, former President and CEO of IT consulting firm CGI

• Life sciences firm Avantor elects to its board Gregory Lucier, founder, Executive Chairman and CEO of Corza Medical

• IDEXX Laboratories welcomes to its board Karen Peacock, former CEO of Intercom

• Financial services firm Onity Group adds to its board Robert Welborn, former Head of Data Science at Meta

• Engineering firm Benchmark names to its board Dr. Michael Slessor, CEO of FormFactor

• Real Estate Investment Trust UDR elects to its board Richard Clark, former Chairman and CEO of Brookfield Property Group

• Telecommunications firm Dycom Industries welcomes to its board Phillip Gallagher, CEO of Avnet

• Adhesives manufacturer H.B. Fuller appoints to its board Celine Martin, former Company Group Chairman of the Cardiovascular & Specialty Solutions Group at Johnson & Johnson

• Verisign adds to its board Matthew Desch, CEO of satellite communications firm Iridium

About Boardspan
Boardspan helps boards raise the bar on their critical governance mandates by combining cutting edge digital capabilities with high-touch consulting services. They are leaders in board assessments, individual director & CEO evaluations, board succession strategy & search, skills & composition analyses, and bespoke advisory work. Boardspan’s focus is entirely on boards, delivering deep experience, objectivity, an analytical orientation, and insight-driven recommendations. Boardspan works with public, private and non-profit organizations across all verticals including consumer, healthcare, financial services, technology, industrials and non-profit. Specific clients include Archer Daniels Midland, Autodesk, Blue Shield (CA), Boston Beer Company, Colgate-Palmolive, e.l.f. Beauty, HubSpot, Ingersoll Rand, KKR, Lam Research, the PGA, Roblox, Salesforce, the USOPC, and scores more.