Across the Board
The Retreat From Board Diversity Accelerates
Most S&P 100 companies have dropped explicit diversity criteria for directors as the political environment around DEI shifts
“Three years ago, nearly every major US company explicitly considered diversity when choosing new directors. Now, most don’t. In all, 61 S&P 100 companies have dumped explicit diversity criteria for future board members since 2023, according to an ESGAUGE analysis of filings and governance documents for Bloomberg News. The findings show the extent of the retreat from diversity, equity and inclusion into corporate boardrooms. Apple Inc., Alphabet Inc., Amazon.com Inc., Starbucks Corp. and Wells Fargo & Co. have all eliminated diversity provisions for directors in the last three years. A conservative activist investor had previously identified companies including Goldman Sachs Group Inc., American Express Co., Johnson & Johnson and Deere & Co. as having dropped such criteria, but the new data provide a broader picture of the shift.” FORTUNE
Directors Face a More Personal Litigation Risk
Shareholder lawsuits are testing when board oversight failures can translate into personal liability for directors
“When corporate boards don’t correct governance issues quickly and decisively, they open themselves up to shareholder actions that could prove costly. A recent example of this can be found at Uber, where its board of directors and CEO are facing a shareholder lawsuit that claims that for years the rideshare company misled investors by declaring its commitment to passenger safety but then failed to implement safety measures to protect passengers from potential sexual assaults…. this current shareholder action isn’t seeking compensation for specific assault victims like the previous lawsuits have done. Instead, the Uber shareholders’ lawsuit is focused on holding Uber board members accountable for a breach of fiduciary responsibility that has exposed the company to billions in legal liability…. Corporate board members should expect to see more instances where shareholder groups are seeking to hold directors accountable when companies fail to make reasonable adjustments that could prevent lawsuit liability or significant financial losses.” CORPORATE BOARD MEMBER
Wanted: Battle-Tested CEOs
The share of new leaders with prior public-company CEO experience has reached a nine-year high
“After two years of elevated CEO turnover across the world’s largest indices, H1 2026 data suggests that leadership change is beginning to stabilize. Globally, 101 CEOs departed their roles, down from 118 in H1 2025 and the lowest H1 departure total in our nine-year tracking period. At the same time, global CEO hiring held steady, with 131 CEO appointments, broadly in line with the nine-year H1 average (129)…. Boards continue to place a higher premium on experienced CEOs. In H1 2026, 30 of the 131 incoming CEOs had held the role at a public company before, representing 23% of appointments—the highest H1 share in our nine-year tracking period. The S&P 500 showed the clearest shift, where 11 of the 32 incoming CEOs (34%) had previously led a public company, compared with 8 of 37 in H1 2025 (22%).” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
How the Cracker Barrel Board Managed a High-Profile CEO Transition
As a rebranding campaign kicked up controversy, succession planning began
“After Cracker Barrel’s botched rebranding campaign kicked up a culture war-fueled maelstrom nearly a year ago, its board of directors huddled to consider options. Some directors asked Chief Executive Julie Masino if she was still up for managing a company through a controversy that even President Trump had weighed in on—and which had also threatened her own security, according to people familiar with the matter.
Masino, who had overseen the rebranding, said she wanted to stick it out, the people said. Internally, she continued to project engagement in the turnaround effort. But the board also started exploring succession options.” WALL STREET JOURNAL
Opinion: Chip Wilson’s Approach May Hurt Lululemon More Than it Helps
An outspoken founder can make it harder for a board to empower its CEO, and harder to attract top leadership talent
“There’s something plaguing Lululemon Athletica Inc. and it’s much worse than the company’s see-through leggings scandal. The athleticwear maker has a bad case of founderitis. Chip Wilson, who started Lululemon in 1998, has held no official role with the company for more than a decade. But ... that has not stopped Wilson from wielding his influence in ways that have crossed the line from irksome meddling into a full-on governance problem. Wilson’s latest target: the company’s incoming chief executive officer, Heidi O’Neill. She hasn’t even started the job, yet he’s already undermining her, questioning her capabilities and dismissing the Nike veteran as 'not the symbol of transformative, creative-first leadership’." BLOOMBERG
What Happens When the CEO Takes a Leave of Absence?
Two senior executives will share leadership, while the lead independent director serves as chair, during Home Depot CEO Ted Decker’s expected months-long absence
“Home Depot Chief Executive Ted Decker will take a temporary medical leave of absence, the company said Wednesday. Decker, who took over the role in 2022 and is currently 63 years-old, is expected to return in the next few months… Ann-Marie Campbell, the senior executive vice president of U.S. stores and operations, and Richard McPhail, chief financial officer, will oversee operations during his absence, Home Depot said. The home-improvement chain hasn’t changed Campbell or McPhail’s compensation structures related to their new positions, said the company in a financial filing. Campbell will oversee Home Depot’s day-to-day operations and McPhail will handle the company’s financials, Home Depot said. Greg Brenneman, independent lead director, will serve as board chairman during Decker’s leave." WALL STREET JOURNAL
Opinion: Do Investors Deserve to Know the Details of a CEO’s Medical Leave?
The absence of details surrounding Home Depot CEO Ted Decker’s leave underscores a delicate governance question: when does a leader’s health become shareholders’ business?
“Home Depot yesterday disclosed that Ted Decker, the retail chain’s chair, president and CEO, will take ‘a temporary medical leave of absence.’…. However, the reason for Decker’s medical leave was missing from Home Depot’s announcement—which means the company may be bucking a trend. (Home Depot didn’t respond to a request for comment about why it didn’t disclose the cause for Decker’s absence.) These days, more companies the size of Home Depot—it’s a $340 billion company with some 470,000 employees—tend to favor greater transparency in these scenarios." WALL STREET JOURNAL
Elliott Pushes for a Boardroom Shake-Up at Northern Star
The activist is seeking sweeping board changes after repeated production setbacks weighed on performance and investor confidence
“Activist investor Elliott Investment Management LP has urged Australia's biggest gold miner Northern Star Resources Ltd. to overhaul its board, and named six nominees it said would restore market confidence in the company…. Elliott has amassed a 5.6% stake in the company since launching its campaign against the miner in June, when it called for the potential sale of the business and a new CEO with operational and turnaround experience. A month later, Glencore Plc's head of nickel and zinc, Suresh Vadnagra, was appointed to the role, to replace outgoing CEO Stuart Tonkin." YAHOO FINANCE
Northern Star Chair Fires Back at Elliott
In response, Chaney said Elliott had insisted 'we agree to a minimum of three of their suggested nominees joining the board' and concurred with the fund’s assessment that the two sides had been 'unable to agree a path forward'
“Northern Star Resources has lashed out at Elliott Investment Management’s push for sweeping changes at the sputtering gold miner, saying its demands are unreasonable and snubbing its preferred candidates for the board. In a scathing letter to shareholders, chairman Michael Chaney said the Florida-based hedge fund had attempted to impose unfeasible conditions on a leadership revamp, and had failed 'to suggest any tangible actions which were not already being taken by the board'. The activist investor had made demands 'to which no responsible board would agree', Chaney said." FINANCIAL REVIEW
Paramount Discusses Creating a Board to Ensure CNN’s Independence
Talks about an oversight committee began before a lawsuit to block the Warner deal was filed
“Paramount in recent months has discussed creating an editorial board for CNN and other safeguards to ease concerns over its news operation’s independence.... The internal discussions about establishing an oversight committee for news have come up as the company has planned for the deal’s closing, the people said. The deal is now on hold as an antitrust lawsuit filed by California and 11 other states winds its way through the federal court system; a trial is scheduled for March…. Concerns about the company’s owner swaying news coverage have been brewing since Paramount agreed last year to pay $16 million to settle a lawsuit by President Trump over the editing of a ‘60 Minutes’ interview with former Vice President Kamala Harris as its merger with David Ellison’s Skydance Media awaited regulatory approval. Some CBS correspondents have alleged political interference since Ellison, now Paramount’s CEO, named Free Press founder Bari Weiss as CBS News editor in chief last fall.” WALL STREET JOURNAL
Say-on-Pay Is Strong, Until Awards Get Too Big
Overall shareholder support improved in 2026, while outsized equity grants dominated failed and low-support votes
“The 2026 say-on-pay season produced stronger results for most S&P 500 companies. Nearly 75% received at least 90% shareholder support, up from 70% in 2025, while the share below 70% declined from about 6% to 5%. The low-support group became smaller in 2026, but the remaining weakness was more concentrated. Large special awards appeared in half of the 22 cases below 70% support, and all five failed votes involved an outsized equity grant. Among widely held companies receiving an adverse ISS recommendation, support topped out in the mid-70s and averaged 56.9%, lower than in any pre-pandemic year in the period reviewed. Much of that weakness was concentrated among companies with large one-time awards.” HARVARD LAW SCHOOL FORUM ON CORPORATE GOVERNANCE
Corporate Leaders’ Politics Have Moved Left, From Modestly Conservative Views to the Moderate Middle
Yet changing political views among executives and directors have yet to produce a shift in corporate spending
“For decades, scholars have cast large American businesses as a conservative stronghold. But in recent years, scholars, politicians, and journalists have devoted increasing attention to what appear to be important changes in the political activities of these firms. This has included complaints about corporations aligning their brands with social causes, particularly the ‘woke capitalism’ associated with the progressive left. Despite these visible changes, there has been little systematic evidence about the evolving ideological views of the corporate directors and executives who decide how these companies participate in politics.... Tracking corporate director and executive ideology over time based on their political donations, I found that between 2001 and 2022, the average observed ideology of these individuals as a whole moved meaningfully to the left, starting from a modest conservative skew and eventually landing around the middle.” PROMARKET
