5/7/26 – Issue 11.18 – Your weekly news on all things board. 

The corporate power map is getting a rewrite. This week’s governance headlines point to a growing rebalancing of power between founders, boards, shareholders, regulators, and courts. SpaceX’s proposed IPO structure, which could effectively give Elon Musk veto power over any attempt to remove him as CEO or chair, pushes founder control to the extreme. Investor groups are already pushing back, urging the SEC to scrutinize the company’s disclosures and governance safeguards ahead of what could become the largest IPO in history. Elsewhere, Dell’s proposed move from Delaware to Texas reflects the broader search for legal environments viewed as more protective of management, while Victoria’s Secret’s activist dispute shows traditional proxy battles are hardly disappearing. Add in Apple’s latest App Store defeat, rising board-CEO tensions over AI adoption, and a possible shift away from quarterly reporting requirements, and the message is clear: corporate governance is entering a new phase where authority, accountability, oversight, and even platform governance are all up for debate.

In the Spotlight

The CEO Who Can't Be Fired

SpaceX pushes the boundaries of founder-led governance

“SpaceX is telling investors that no one can fire Elon Musk from his role as chief executive and chairman of ⁠the board without the billionaire founder's consent. The filing says that ‘Musk can only be removed from our board or these positions by the vote of Class B holders.’ The provision sits on top of a dual-class framework SpaceX plans to adopt ⁠at its IPO. But even in ‌those structures, boards typically retain formal authority to remove a CEO, even if founders can steer outcomes through voting power. Taken together, the provisions would give Musk an effective veto ‌over any attempt to remove him.” INDEPENDENT 

Too Big to Question?

Investor advocates are pressing the SEC to examine SpaceX’s governance structure and financial disclosures

“An investor group….urged Wall Street's leading watchdog on Wednesday to scrutinize SpaceX's disclosures as the rocket ​maker embarks on a planned record-breaking public listing. SpaceX is expected to launch an initial public offering this year at a possible valuation of $1.75 trillion….Concerns are related to ‘the accuracy and reliability of financials that SpaceX will file’…They are ‘specifically concerned that SpaceX's IPO will expose numerous investors.’” REUTERS

From Boardspan this Week:

Board Assessments & Evaluations
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Across the Board

Everything’s Bigger in Texas, Including Board Protection

Dell joins the growing search for governance rules friendlier to boards and executives

“Dell Technologies Inc. is asking shareholders to approve relocating its legal home from Delaware to Texas, a move that would bring new restrictions on shareholder proposals and derivative lawsuits. The company would also gain a new 3% stock ownership requirement for shareholders wishing to sue management in derivative lawsuits, a measure intended to reduce ‘frivolous’ litigation…The technology company pointed to the state’s new business court and wider shields for company leadership in breach of fiduciary duty claims.…” BLOOMBERG LAW

A Boardroom Fight in Pink

An activist standoff is intensifying pressure for board refresh and stronger performance oversight

“Victoria’s Secret accused one of its largest shareholders of pursuing a proxy fight after being denied a board seat. The move comes after Victoria’s Secret’s board twice rejected Blundy’s candidacy. Once a part of what is now Bath & Body Works, the company has struggled as a stand-alone public entity.” WSJ

Apple’s Governance Wall Gets Another Crack

The Supreme Court ruling keeps pressure on Apple’s control over App Store economics

“The U.S. Supreme Court rejected Apple's request to ​temporarily block a judicial order that found the iPhone maker in violation of sweeping court-mandated changes to its ‌lucrative App Store…Apple will return to quarrel ​over what commission the company can lawfully charge for certain app-related transactions. Epic has argued that ⁠Apple should ​not be allowed to sidestep the judge's original injunction, saying this would ‘give ​Apple more time to continue unfairly profiting at the expense of consumers and app developers.’” REUTERS

Boards Are Hitting the AI Accelerator

Many CEOs are growing uneasy with the pace of AI adoption demands

“CEOs and their board of directors aren't on the same page about how quickly their companies should integrate AI. The survey results point to a divide at the top of organizations over the pace of AI transformation. While boards tend to favor an aggressive approach to AI adoption, CEOs prefer a slower rollout, it found. The gap may be partly driven by boards' confidence in their understanding of AI. The tension comes as companies increasingly bake AI into workflows.” BUSINESS INSIDER

What If Wall Street Got Fewer Report Cards?

A new SEC proposal could fundamentally change how public companies communicate performance

“The Securities and Exchange Commission proposed amendments that would give public companies the option to file reports semiannually, rather than on a quarterly basis as required by federal securities laws… this aims to give companies greater flexibility to choose the reporting frequency that is best for them… Some believe the proposal….could help with the declining number of public companies in the U.S.” WSJ

Seat at the Table

• Emerson nominates to its board Jennifer Newstead, Senior Vice President and General Counsel of Apple

• Medical device company Cooper Companies welcomes to its board Paul Keel, President & CEO of Envista Holdings Corporation

• Winnebago Industries appoints to its board Emily Silver, Senior Vice President & Chief Marketing, E-Commerce and Athlete Experience Officer at DICK’S Sporting Goods

• Provider of protective films and coatings XPEL, Inc. elects to its board Mark Thornton, Vice President of Baby Care, Feminine Care, and Family Care of P&G 
• International shipping company Dorian LPG appoints to its board Christopher Wiernicki, former Chairman and CEO of American Bureau of Shipping
• Global coal supplier Core Natural Resources welcomes to its board Ted Doheny, former President and CEO of Sealed Air, and Ron Keating, President and CEO of Excelitas Technologies Corp
• Biomedical devices company Vector Science & Therapeutics Corp announces the appointment of Dr. Alexander Dobranowski, President, Director, and Co-Founder of HEALWELL AI and Scott Kelly, CFO of First Canadian Graphite to its board

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