Boardroom

Market turbulence could be beginning to show up at the top Chief executives of large-cap companies saw a median pay increase of 7.5 percent between 2024 and 2025 despite ‘market turbulence’, according to the latest data from ISS-Corporate. The firm, which provides data and analytics to corporations, scrutinized the salaries of CEOs at 320 S&P 500 companies. Salary growth is down slightly from the year before, when it grew 9.2 percent. Like years prior, the increase in compensation was largely due to increases in stocks and options. The median base salary increase was 2.7 percent (or $1.3 mn), but the…

Survey data will be used to provide benchmarking insights Companies and their boards face an array of demanding and often unprecedented challenges in 2025. These range from unpredictable tariffs and global and domestic political tensions to a shifting regulatory environment, evolving investor expectations, pressures around diversity initiatives and technological developments such as AI. Directors cannot be experts on every topic or new risk area, which is why it is essential this year more than ever that corporate secretaries and other governance professionals provide their boards with the most effective education and training to help them mitigate evolving risks and take…

This week’s governance, compliance and risk-management stories from around the web – The Wall Street Journal reported that Kroger CEO Rodney McMullen resigned from the company following a board investigation into his personal conduct. Kroger said that although the conduct was unrelated to the company’s business, it was inconsistent with its ethics policy. Lead director Ronald Sargent will be chair and interim CEO while the company looks for a permanent replacement for McMullen. The company said its board was made aware of certain personal conduct by McMullen, who also served as chair, on February 21 and immediately retained outside independent…

Proposed law could curb shareholder litigation and give boards new defenses, Renee Zaytsev says It’s no secret that Delaware – the state of choice for so many companies to incorporate – has come under fire recently, with certain judicial decisions receiving unusually widespread criticism and high-profile companies choosing to reincorporate elsewhere. These events have prompted Delaware lawmakers to release proposed amendments to the Delaware General Corporation Law in Senate Bill 21 (SB 21), and the Corporation Law Council (CLC) has now weighed in with proposed edits. If these amendments become law – and all indications are that they will, and…

The SEC has warned against ‘AI washing’ and using boilerplate language in AI-related risk disclosures, Ryan Adams and Scott Lesmes write The rise of AI was one of the hottest topics in 2024 and it comes as no surprise that investors and regulators have focused on how companies are addressing the new technology. As the use of AI proliferates at public companies – as well as at their competitors, customers, vendors and other relevant third parties – management needs to consider the impact on its company’s SEC disclosure obligations. Boards likewise need to ensure appropriate oversight of their respective companies’…

Results to be shared as actionable benchmarking information One of the most important responsibilities for any board is picking the right leadership for its company and ensuring there are effective processes in place for this to happen – either in a prearranged manner or in the event of an unexpected departure. This responsibility has never been more pressing, with reports of potentially record levels of CEO turnover last year. There are no signs that this trend will abate in 2025 as executives face increasing scrutiny from the markets, the political world and their own boards during what is already shaping…

This week’s governance, compliance and risk-management stories from around the web – Reuters reported that, according to the study by the Conference Board and data firm Esguage, the number of new black directors at Russell 3000 companies fell to 12 percent in 2024 from 26 percent two years ago. At the same time, the number of new white directors bounced back to 69 percent, up from historic lows of 52 percent in 2022. Directors and board advisers said conservative backlash through litigation and other means had pushed diversity, equity & inclusion (DE&I) policies down the priority list for companies, often…

The shooting of the UnitedHealthcare CEO should prompt questions about your C-suite’s security and is an issue for board consideration ‘Executive security used to be something of a hard sell,’ says Iylia Lavatelli, a former close-protection security provider now working at operational resilience firm Restrata, talking about budget as well as executive willingness playing their parts in what any security manager can achieve. That, of course, changed with the shooting of Brian Thompson, UnitedHealthcare CEO, in New York. The news now is of companies scrambling to organize their security and senior profiles being removed from corporate websites – health insurance…