What Happens to Governance When Government Becomes a Shareholder?
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8/28/25 – Issue 10.34 – Your weekly news on all things board. 

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The Trump Administration’s push for the government to take an equity stake in Intel, U.S. Steel, and other companies raises fundamental questions about both board independence and the future of the market-based economy. Observers suggest the government’s interests in private companies—the administration signals it is interested in making more such deals—could mark a shift away from free-market capitalism and put new limits on board authority. At the same time, boards must help companies navigate a turbulent cultural landscape, exemplified by Cracker Barrel’s attempt to rebrand: A strategic re-imagining of the business engendered a swift backlash by conservative activists, ultimately causing the company to cancel its plans and revert to an old logo. Meanwhile, shareholder responses to leadership decisions at Target and Porsche underscore investor desire for a well-defined CEO role; rolling the former CEO into an executive chair role, which can undercut the current CEO’s authority, or assuming that one CEO can be responsible for more than one company, are currently unpopular moves. Across the boardroom, expectations continue to evolve: workforce strategy is gaining overdue recognition as a core governance priority and the longstanding importance of board-chair dynamics is coming into sharper focus. Investor scrutiny is intensifying too, with director elections increasingly used to send signals about deeper governance concerns. 

 

In the Spotlight

 

The White House Wants a Seat at the Table

With demands for government stakes and profit cuts, the president is redefining the boundaries of public-private control

 

“Corporate America has built up defenses against the likes of Carl Icahn, Nelson Peltz and other corporate raiders who have rattled the cages of chief executives, pushing for higher stock prices. Now companies have a new investor to worry about: the president of the United States. President Trump has inserted the government into U.S. companies in extraordinary ways, including taking a stake in U.S. Steel and pushing for a cut of Nvidia’s and Advanced Micro Devices’ revenue from China. Last month, the Pentagon said it was taking a 15 percent stake in MP Materials, a large American miner of rare earths. And on Friday, Intel agreed to allow the U.S. government to take a 10 percent stake in its business, worth $8.9 billion. These developments could herald a shift from America’s vaunted free-market system to one that resembles, at least in some corners, a form of state-managed capitalism more frequently seen in Europe and, to a different degree, China and Russia, say lawyers, bankers and academics steeped in the history of hostile takeovers and international business.” NEW YORK TIMES

 

After U.S. Takes Stake in Intel, Trump Pledges ‘Many More’ Deals

Trump’s post-Intel ambitions challenge long-held assumptions about business autonomy and board accountability

 

“U.S. President Donald Trump said he wants to make more investments in healthy U.S. companies on Monday. Whether Corporate America is on board is another story…. Trump doubled down on the idea of similar deals in other sectors on Monday, telling reporters at the White House, ‘I hope I'm going to have many more cases like it.’ The administration's approach upends a decades-old view of the U.S. economy, in which the government only took corporate stakes in rare emergencies like the 2008 global financial crisis and the subsequent bailout of U.S. auto companies. Intel is struggling, but still has a cash cushion of $9 billion and a market value of $105 billion. To critics, the Intel move - along with the White House's pressure on the U.S. Federal Reserve to lower interest rates, its use of emergency powers to slap tariffs on imported goods and involvement in various mergers - threatens the U.S. business world's nimbleness.” REUTERS

 

From Boardspan this Week

 

How Boards Are Performing: Six Trends for 2025

 

The 2025 Boardspan Benchmark Report delivers the industry’s only Board Performance Benchmark—a rare, data-driven view of today’s most pressing governance issues. This year’s analysis surfaced six trends shaping the boardroom, spanning board–CEO relationships, competitive intelligence, succession planning, AI oversight, and the growing influence of board leadership.

 

Read the full trend insight here!

 

Across the Board

 

Cracker Barrel’s Rebrand Backfires

A new logo meant to signal change instead triggered cultural backlash and investor unease, forcing the company to backtrack

 

"Cracker Barrel said it is reverting to its ‘Old Timer’ logo after a rebrand ignited a culture war. ‘We said we would listen, and we have. Our new logo is going away and our ‘Old Timer’ will remain,’ the company said Tuesday….. The restaurant company’s announcement on Tuesday evening came just a day after it apologized for how it had communicated changes but said that it was keeping its streamlined new look…. After the new logo was unveiled last week, some customers and online commentators said Cracker Barrel was abandoning its tradition and heritage in favor of a sterile look. Even President Trump had weighed in on the rebranding, saying Tuesday morning that Cracker Barrel should revert to its old logo based on the response from customers…. Conservative activist Robby Starbuck had called the new logo ‘a slap in the face’ to the chain’s customers and criticized it for sponsoring Pride events and other policies he said were woke…. A survey of 1,000 U.S. adults by YouGov over the weekend found that 29% of people said Cracker Barrel’s rebrand made them less likely to eat there, while 59% of people said it made no difference.” WALL STREET JOURNAL

 

When the C.E.O. Retires but Won’t Go Away

Target is the latest company to keep a replaced chief executive around as an “executive chairman.” Does having two top dogs make sense?

 

"When Target said on Wednesday that its chief executive, Brian Cornell, would step down, the company noted that he wouldn’t go very far. In February, after 12 years at the helm, Mr. Cornell will transition to the role of ‘executive chairman.’ It’s an increasingly common move at big companies. But it doesn’t always go smoothly, and the dynamics of having two leaders with ‘executive’ in their titles can be fraught. High-profile examples of the pitfalls include Disney’s approach with Robert A. Iger, and there are other cases, like Jeff Bezos’ at Amazon, that appear to be going to plan…. With long tenure comes valuable experience. In addition to Mr. Bezos, Microsoft’s Bill Gates and Google’s Eric Schmidt stepped into executive chair roles after giving up the chief executive title. A former chief executive can provide guidance to the successor, especially one taking the corporate reins for the first time, like Mr. Cornell’s replacement, Michael Fiddelke. But Target investors and analysts did not seem to welcome the news of Mr. Fiddelke’s promotion nor the decision to grant Mr. Cornell the distinction of executive chairman.” NEW YORK TIMES

 

Porsche Looks to End Controversial Dual CEO Role
Investor pressure prompts a CEO succession process that could end the dual role spanning Porsche and Volkswagen

 

“Porsche has begun the search for a successor to CEO Oliver Blume, a source close to the matter said, signaling what is likely to be the end of his dual role at the helm of the luxury sports car maker and parent Volkswagen. Blume's twin posts have been a contentious issue among shareholders since Porsche's listing as a separate company in September 2022, with investors repeatedly calling for him to step down from one of the positions over governance concerns. Though Blume has repeatedly stated that the dual role was not designed to be permanent, he said this month that a date to sever the connection has not been set and ‘we will see how we get on this year’…. Porsche is undergoing a costly restructuring as it contends with weak demand for its sports cars in China, a sluggish transition to electric vehicles and increased U.S. tariffs that have prompted it to cut its full-year profitability target.” REUTERS

 

New CEO, Meet Your Most Critical Ally
A strong partnership with the board chair isn’t optional, it’s foundational to effective leadership and aligned governance

 

“The CEO role comes with immense responsibility and high expectations. One of the most critical relationships you’ll navigate early in your tenure is with your board chair. While you both share the same overarching goal of organizational success, misalignment is common and, if left unaddressed, can create significant problems. To avoid this and instead set yourself up for success, it’s important to proactively build a robust alliance with your board chair right from the start. When CEOs struggle to align with their boards, and particularly the chair, it often surprises outsiders.  After all, directors typically play a central role in CEO selection, and a great deal of effort goes into assessment and ensuring everyone is on the same strategic page throughout that process. Yet, it’s still common to see early friction after the appointment for several reasons.” HARVARD BUSINESS REVIEW

 

From Headcount to High Stakes: Why Boards Must Own Workforce Planning

In a time of disruption and reinvention, talent isn’t just an HR issue, it’s a core driver of enterprise risk, innovation, and long-term value

 

“In boardrooms across the country, talent has long been considered a differentiator. But today, it’s more than that. It’s an existential lever. In an era marked by AI disruption, labor shortages, hybrid models and shifting employee expectations, workforce planning is no longer an operational afterthought. It is a strategic imperative, deserving the same scrutiny and foresight as cybersecurity, capital allocation and enterprise risk. Boards that fail to rigorously pressure-test talent strategies face rising exposure to execution risk and missed growth opportunities.” CORPORATE BOARD MEMBER

 

Don’t Underestimate the Power of Director Elections

Investors are increasingly using board votes to influence governance, from strategic missteps to diversity, risk, and leadership accountability

 

“Most conversations around proxy voting focus on shareholder proposals and executive compensation. Meanwhile, the most significant votes tend to fly under the radar: director elections. Boards of directors play a vital role in representing shareholder interests by overseeing a company’s strategic direction, monitoring management and ensuring accountability for the creation of long-term value. Director-election votes can be a powerful tool for weighing in on material governance issues. Increasingly, investors are doing just that. In the 2024 proxy season, directors who chaired their board’s nominating and governance committees received 5% more dissenting votes on average, reflecting investors’ willingness to hold specific directors accountable for board composition and broad governance concerns.” ALLIANCE BERNSTEIN

    Seat at the Table

    • Verizon elects to its board Jennifer Mann, EVP and President of the North America Operating unit of The Coca-Cola Company

    • Yelp welcomes to its board Logan Green, co-founder and former CEO of Lyft

    • American Tower appoints to its board Gene Reilly, former CIO of logistics real estate firm Prologis

    • BlackBerry elects to its board Barry Mainz, CEO of cybersecurity firm Forescout Technologies

    • Trulieve Cannabis announces to its board Matthew Foulston, former CFO of TreeHouse Foods

    • Stock Yards Bancorp names to its board David Hardy, Kentucky Managing Director for commercial real estate firm CBRE

    • Software platform Samsara adds to its board Gary Steele, former CEO of Shield AI

    • Valens Semiconductor announces to its board Igal Rotem, former CEO and Chairman of payment processing firm Finaro

    • Xponential Fitness appoints to its board Rachel Lee, former Partner and Head of Consumer Private Equity at Ares Management

    • OrthoPediatrics welcomes to its board Kelly Fischer, SVP and CFO of Cook Medical

    • Data storage firm Seagate Technology Holdings names to its board Thomas Szlosek, EVP and CFO of AutoNation

    • American Water Works elects to its board Lisa Grow, President and CEO of Idaho Power

    • Quantum computing firm IonQ adds to its board Greg Adelson, former CFO of Cloudera

    • Honeywell spin-off Solstice Advance Materials announces its upcoming launch in Q4 2025 with the appointment of a 10-person board of directors:
      • Rajeev Gautam, former President and CEO of Honeywell PMT
      • David Sewell, President and CEO of Solstice Advanced Materials
      • Peter Gibbons, former Group President of Enterprise Supply Chain at 3M
      • Fiona Liard, CHRO and SVP of Communications at Marathon Petroleum
      • Rose Lee, former President and CEO of Cornerstone Building Brands
      • William Oplinger, President and CEO of aluminum manufacturer Aloca
      • Sivasankaran Somasundaram, former President and CEO of chemical firm ChampionX
      • Matthew Trerotola, former CEO and Chair of medical tech firm Enovis
      • Patrick Ward, former CFO of Cummins
      • Brian Worrell, former CFO of Baker Hughes

     

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