corporate governance – Live Laugh Love Do http://livelaughlovedo.com A Super Fun Site Thu, 04 Dec 2025 04:51:59 +0000 en-US hourly 1 https://wordpress.org/?v=6.9.1 CEOs complaining about how hard their life is’ http://livelaughlovedo.com/finance/gsk-chief-dismisses-co-ceo-strategy-i-think-there-are-few-things-more-obnoxious-in-life-than-ceos-complaining-about-how-hard-their-life-is/ http://livelaughlovedo.com/finance/gsk-chief-dismisses-co-ceo-strategy-i-think-there-are-few-things-more-obnoxious-in-life-than-ceos-complaining-about-how-hard-their-life-is/#respond Wed, 15 Oct 2025 12:26:55 +0000 http://livelaughlovedo.com/2025/10/15/gsk-chief-dismisses-co-ceo-strategy-i-think-there-are-few-things-more-obnoxious-in-life-than-ceos-complaining-about-how-hard-their-life-is/ [ad_1]

Major companies including Spotify, Oracle and Comcast have appointed co-CEOs this year, drawing fresh attention to a long-scrutinized corporate strategy that aims to pair dual leaders with complementary expertise to take on the top job. But Emma Walmsley, chief executive officer of GSK, isn’t sold on the leadership model, which is based, in part, on the idea that the CEO role has grown too vast—even unsustainable—for one person to handle.

“I think there are few things more obnoxious in life than CEOs complaining about how hard their life is,” Emma Walmsley told Fortune senior editor Claire Zillman during Fortune’s Most Powerful Women Summit on Tuesday.

Walmsley has served as CEO at GSK, a British drugmaker, since April 2017 and will step down in at the end of the year. Under Walmsley, GSK spun off its consumer health care business Haleon, won regulatory approval for its pioneering RSV vaccine, and expanded its HIV treatment portfolio. Still, she has failed to win over investors.

The 56-year-old acknowledged that a CEO role is demanding—personally and professionally—and that those who assume the top job need to be prepared “from a resilience and stamina point of view.” She said she took 38 trips to the U.S. last year and is currently on a swing that will take her to seven cities on three continents, all within ten days.

But that’s part of the responsibility that comes with being the head of a company, Walmsley said, advising CEO hopefuls to give the position “everything you possibly have.” 

“It’s not about being a superhero,” Walmsley said of the chief executive position. “I don’t know if it’s about sharing the job.” 

Spotify is the most recent company to adopt the co-CEO model. In September, it appointed two leaders to replace Daniel Ek in 2026. Earlier this year, Comcast said that sitting CEO Brian Roberts will be joined by Michael Cavanagh, former president, as a co-CEO in January. And just a week before that, Oracle restructured to a co-CEO model as well.

The co-CEO structure is rare but research suggests it can work. Co-CEOs generated average annual shareholder returns of 9.5% while in charge, higher than the 6.9% single-CEO average, according to a Harvard Business Review study of 87 public companies with co-CEOs between 1996 and 2020. Some firms in the study experienced productivity increases of more than 12%. The average co-CEO tenure was about five years, in line with sole CEOs. CEO advisor Marc Feigen led the study and previously told Fortune the model’s success depends on three factors: CEOs working together with separate areas of expertise, upholding shared values and a clear method of conflict resolution.

Walmsley said the co-CEO model could work if a company can create the right “cocktail” and combination. But she said CEOs must “be prepared to stand up and absorb all of the pressure” and look beyond themselves. “It’s not about you; get your ego out the way,” she said. “It’s about the team, it’s about the company, and it’s about the people that you serve.”

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Oracle is embarking on a unique succession experiment http://livelaughlovedo.com/finance/oracle-is-embarking-on-a-unique-succession-experiment-a-company-worth-870-billion-run-by-4-leaders/ http://livelaughlovedo.com/finance/oracle-is-embarking-on-a-unique-succession-experiment-a-company-worth-870-billion-run-by-4-leaders/#respond Wed, 24 Sep 2025 16:29:47 +0000 http://livelaughlovedo.com/2025/09/24/oracle-is-embarking-on-a-unique-succession-experiment-a-company-worth-870-billion-run-by-4-leaders/ [ad_1]

The question arises not just because Oracle recently announced that two executives are the company’s new CEOs, succeeding Safra Catz, who had been CEO or co-CEO for the past 11 years. Making the succession more intriguing, Catz has been elevated to the board of directors with a previously unheard-of title, while founder Larry Ellison continues as chairman of the board and chief technology officer, but with duties that are by no means transparent. Result: We know who Oracle’s CEOs are by title, but who they are in reality may be less obvious.

The stakes in Oracle’s unique succession experiment are extraordinarily high. The company’s stock has suddenly rocketed, doubling in the past four months, making Oracle the world’s 12th most valuable company. It’s a magnificent performance, but investors might like to know, especially now—who’s really running the show?

In the plain vanilla version of managing a big corporation, it’s simple: The CEO runs the show, and the board oversees the CEO and overall management of the company. It doesn’t wade into day-by-day decisions. But in some companies, 11% of the Fortune 500, the board is led by an “executive chair” who is not the CEO but who participates in the company’s management while also running the board. Typically, the executive chair is the previous CEO, and the new CEO typically reports to that person. “When you’re executive chair, the buck stops with you,” says Charles Elson, a corporate governance expert who has served on multiple boards. “It’s a title change with little meaning. You’re still running the show, period.” Think of it this way: “executive chair” = “real CEO.”

At Oracle, the board made long-time CEO Ellison executive chair in 2014, and Catz and Mark Hurd became co-CEOs. But then things get murky. Ellison quickly stopped calling himself executive chair and adopted his current title, though the company doesn’t seem ever to have announced any change in his role. (Oracle has not responded to queries.) Catz and Hurd continued as CEOs until Hurd took a leave of absence then died in 2019, after which Catz carried on alone.

With that as background, look at Catz’s new title: Executive Vice Chair of the Oracle Board of Directors. It’s a bit odd because in corporate governance, “there is no such title as vice chair of the board” says Elson. Corporations are required to have boards, and boards must have chairs, but that’s it. In addition, it’s hard to see how a board could include Catz as executive vice chair, even as an honorific title, unless it includes Ellison as executive chair, in reality if not in title; otherwise the vice chair would hold more power than the chair.

All of which suggests that Oracle’s new CEOs, Clay Magouyrk and Mike Sicilia, may not quite be CEOs in the usual sense. With two of them, the corporate bucks never fully stop with either. Plus, with at least one board member who is also a declared executive, they’re outranked.

So how many CEOs does Oracle have? Officially two, arguably four. And who knows, maybe it will all work spectacularly. What we know for sure is that no matter how this set-up goes, CEOs, directors, and ambitious executives will study it for years.

Fortune Global Forum returns Oct. 26–27, 2025 in Riyadh. CEOs and global leaders will gather for a dynamic, invitation-only event shaping the future of business. Apply for an invitation.

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Cracker Barrel foe urges shareholders to vote against ‘worse than mediocre’ CEO after disma http://livelaughlovedo.com/finance/cracker-barrel-foe-urges-shareholders-to-vote-against-worse-than-mediocre-ceo-after-disma/ http://livelaughlovedo.com/finance/cracker-barrel-foe-urges-shareholders-to-vote-against-worse-than-mediocre-ceo-after-disma/#respond Thu, 18 Sep 2025 23:35:18 +0000 http://livelaughlovedo.com/2025/09/19/cracker-barrel-foe-urges-shareholders-to-vote-against-worse-than-mediocre-ceo-after-disma/ [ad_1]

Activist investor Sardar Biglari launched his eighth proxy battle at Cracker Barrel after the dining chain reported disappointing fourth-quarter earnings on Wednesday. In a filing on Thursday, Biglari, who is also the CEO of Steak n’ Shake, urged shareholders to vote against the re-election of Cracker Barrel CEO Julie Masino and railed against the chain’s management, which he deemed “worse than mediocre.” 

Biglari’s latest campaign is part of a 14-year entanglement with Cracker Barrel in which he has repeatedly failed to get himself elected as a director. He has, however, managed to elect two candidates of his choosing (in 2022 and 2024), while fighting against his proxy battles has cost Cracker Barrel millions. Even this was cause for criticism from Biglari: “The Board has spent $31 million of shareholders’ money to prevent one of its largest shareholders [Biglari] from having a minority voice. Now the Company has become a laughingstock.”

For many years, Biglari was one of the company’s largest shareholders, at one point owning nearly 20% of Cracker Barrel’s shares. He has since sold off much of his stake, and disclosed ownership of a 2.9% stake in the proxy filing. 

The restaurant chain’s fourth quarter earnings disclosed a miss on earnings per share, falling short on earnings per share while beating on revenue and projecting weaker customer traffic in the year ahead.

Cracker Barrel’s stock fell approximately 10% in after hours trading and was down more than 8% at time of publication. 

Biglari, who is also the CEO of Biglari Holdings, which also controls Maxim magazine, isn’t going away. On Thursday, he urged shareholders to vote against the board’s directors, whom he accused of “severe destruction of shareholder value,” an inability to understand Cracker Barrel’s brand, and a failure to select a suitable CEO. 

“Instead of demonstrating the discipline and stewardship required to protect and enhance a storied brand, management has relied on ill-conceived strategies that have worsened existing challenges rather than solved them, culminating in the disastrous “brand refresh” that has ranked among this century’s worst brand blunders alongside Bud Light and Jaguar,” he wrote. “CEO Julie Masino’s tenure has been marked by repeated and highly publicized missteps, from misguided rebranding efforts to ill-fated “transformation” initiatives, that reflect the Company’s troubling pattern of tone-deafness and disregard for shareholder capital.” 

Biglari also took aim at the Cracker Barrel board’s marketing expert, Gilbert Dávila, whom he accused of being responsible for the chain’s struggles, and “eroding shareholder value” by approving “outsized pay packages” for Cracker Barrel executives. 

“Shareholders can send a message that merit and performance, the foundation that built America, rank above DEI,” he continued. 

Cracker Barrel has dismissed Biglari’s antics, previously telling Fortune that the activist investor has made “numerous false and misleading claims about Cracker Barrel, its Board and management.” Shareholders have rejected nearly all of his proposals.

In June, The Wall Street Journal reported that many Cracker Barrel customers were mourning the “loss of that old-timey feeling,” and the uproar escalated in August after a particular tweet by Donald Trump Jr., highlighting allegations that the rebrand was “woke.” The market reaction alone wiped out roughly $100 million from the chain’s value. At issue was, in part, the new logo that did away with the traditional “Uncle Herschel” mascot—a denim-clad old man perched on a chair beside a barrel. 

The redesign, which was a key part of Cracker Barrel’s $700 million modernization campaign—and was intended to reverse an outflow of customers from the chain, performance that Biglari has criticized for years—immediately ignited controversy, drawing outrage from longtime diners, Biglari, and even President Trump. Biglari used his restaurant’s social media accounts to troll Cracker Barrel over the blunder. 

Cracker Barrel quickly reversed course, ditching the rebranding and suspending its planned restaurant renovations. The company’s stock is down roughly 17% year-to-date. 

Fortune Global Forum returns Oct. 26–27, 2025 in Riyadh. CEOs and global leaders will gather for a dynamic, invitation-only event shaping the future of business. Apply for an invitation.

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Tesla board chair calls debate over Elon Musk’s $1T pay package ‘a little bit weird’ http://livelaughlovedo.com/technology-and-gadgets/tesla-board-chair-calls-debate-over-elon-musks-1t-pay-package-a-little-bit-weird/ http://livelaughlovedo.com/technology-and-gadgets/tesla-board-chair-calls-debate-over-elon-musks-1t-pay-package-a-little-bit-weird/#respond Sun, 14 Sep 2025 02:58:35 +0000 http://livelaughlovedo.com/2025/09/14/tesla-board-chair-calls-debate-over-elon-musks-1t-pay-package-a-little-bit-weird/ [ad_1]

With Tesla shareholders set to vote on a proposed 10-year, $1 trillion compensation package for CEO Elon Musk in November, board chair Robyn Denholm spoke to The New York Times to defend what would be the largest pay package in corporate history.

Denholm, who was also on the special committee that put the compensation proposal together, argued that Musk needs to be motivated by extraordinary challenges tied to extraordinary compensation. At the same time, she suggested he’s less interested in the additional wealth that the promised Tesla shares would represent, and more in the voting power.

“I think it’s a little bit weird talking about the dollars when it’s actually the voting influence,” said Denholm, whom The Times described as “occasionally appearing ill at ease” during the interview.

It might also seem counterintuitive to offer such a massive pay package when Tesla’s profits and vehicle sales are falling, but Denholm insisted that the plan is about “future performance.”

“It’s not about past performance,” she said. “He gets nothing if he doesn’t perform against the goals.”

As TechCrunch previously noted, the package’s goals are considerably less ambitious than some of the promises Musk has made about Tesla in the past.

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Nestlé fired its scandal-clad CEO without a payout—a ‘really unusual’ move, expert says http://livelaughlovedo.com/finance/nestle-fired-its-scandal-clad-ceo-without-a-payout-a-really-unusual-move-expert-says/ http://livelaughlovedo.com/finance/nestle-fired-its-scandal-clad-ceo-without-a-payout-a-really-unusual-move-expert-says/#respond Wed, 03 Sep 2025 05:29:52 +0000 http://livelaughlovedo.com/2025/09/03/nestle-fired-its-scandal-clad-ceo-without-a-payout-a-really-unusual-move-expert-says/ [ad_1]

When Nestlé abruptly ousted its chief executive Laurent Freixe over Labor Day weekend after revelations of a romantic relationship with a direct subordinate, one detail stood out: He was shown the door without a severance package.

That, according to corporate-governance veteran Nell Minow, is almost unheard-of in the C-suite.

That is really unusual,” she told Fortune. “I think that’s actually a badge of success for corporate governance, because that’s something investors have been concerned about for a long time: CEOs being dismissed and somehow getting to stay on.”

Nestlé confirmed to Fortune that Freixe will not receive a severance package. 

For years, high-profile executives who crossed ethical lines have left with multimillion-dollar parachutes. Famously, Steve Easterbrook, the former chief executive of McDonald’s, walked away from the role with a hefty sum of $40 million after getting caught having a consensual relationship with a subordinate. McDonald’s later clawed back $105 million from Easterbrook after finding he hadn’t disclosed sexual relationships with other subordinates at the fast food giant.  

Adam Neumann—after leading a disastrous charge to take the company he founded, WeWork, public—received $445 million in a payout package during his ouster. And after 346 people died in two crashes during Dennis Muilenburg’s tenure as Boeing CEO, he was not awarded severance but still left with more than $60 million in stock options. 

Minow said these different outcomes show that boards are not always consistent in how they police misconduct, but that one thing remains the same: Social media has left directors with fewer options to look the other way. 

“There has been bad behavior in the boardroom for a long time,” Minow said. “But partly because of social media, partly because of the way things get out, the board is under more pressure to respond.”

The reputational fallout from bad behavior can be brutal. A Polish CEO who was recently caught on video snatching a U.S. Open souvenir hat from a child watched his company’s online reviews collapse to near zero in days. The “John” of Papa John’s caused Major League Baseball to pull its promotion with the pizza chain after he used the N-word during a media-training call in 2018. 

Boards are slowly adapting, Minow argued. Some have begun docking bonuses or moving faster to terminate CEOs “for cause,” meaning the executive in question committed serious misconduct that warrants dismissal without severance pay. But she warned many still demonstrate  a double standard. 

“If you see some hypocrisy in the board, by the way that they handle the CEO versus the way they handle a middle manager, that’s a green light for employees to behave badly themselves.”

Even the apology, she said, operates as a test of governance. Minow keeps what she calls an informal “hall of shame” of poor executive apologies. The worst, she explained, dodge responsibility or fail to show how the company will prevent a repeat. The best are blunt, swift, and backed by action.

Ultimately, Nestlé’s move may prove a turning point. By denying Freixe a golden parachute, the Swiss food giant signaled that boards are starting to treat reputational risk as seriously as financial risk, and that missteps at the top no longer guarantee a cushy landing.

Fortune Global Forum returns Oct. 26–27, 2025 in Riyadh. CEOs and global leaders will gather for a dynamic, invitation-only event shaping the future of business. Apply for an invitation.

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Tesla shareholders beg for Elon Musk to focus on the company http://livelaughlovedo.com/finance/tesla-shareholders-beg-for-elon-musk-to-focus-on-the-company-asking-the-ceo-to-work-at-least-40-hours-a-week/ http://livelaughlovedo.com/finance/tesla-shareholders-beg-for-elon-musk-to-focus-on-the-company-asking-the-ceo-to-work-at-least-40-hours-a-week/#respond Fri, 30 May 2025 09:12:20 +0000 http://livelaughlovedo.com/2025/05/30/tesla-shareholders-beg-for-elon-musk-to-focus-on-the-company-asking-the-ceo-to-work-at-least-40-hours-a-week/ [ad_1]

  • As Elon Musk prepares to leave the U.S. government, Tesla investors are pleading with the EV maker to make sure the CEO refocuses on the company and to disclose how the board would replace him in an emergency or if he loses interest. In a letter sent to Tesla board chair Robyn Denholm on Wednesday, shareholders demanded Musk work at least 40 hours a week at the company.

Elon Musk’s departure from the Department of Government Efficiency has done little to quell the grievances of Tesla investors regarding the CEO’s absence from the EV maker.

Musk said Wednesday he would leave the government following the end of his “scheduled time” as a special government employee. The move comes amid renewed pleas from Tesla’s investors for Musk to refocus on his role as chief executive and for the company to give investors more information about how it will eventually replace Musk when he moves on from Tesla.

“DOGE is just one of many outside time commitments that Musk has been sort of prioritizing over Tesla, Tejal Patel, executive director of SOC Investment Group, told Fortune. “Just because he’s leaving DOGE doesn’t mean he’s focusing on Tesla.”

SOC Investment Group, part of trade union coalition the Strategic Organizing Center, worked with a group of pension funds to send a letter to Tesla board chair Robyn Denholm on Wednesday, demanding the board address the ongoing “crisis” at the company. The letter’s 12 signees are long term investors who own or oversee investments of approximately 7.9 million of Tesla’s 3.2 billion shares.

“Mr. Musk’s outside endeavors appear to have diverted his time and attention from actively managing Tesla’s operations, as any other chief executive officer of a publicly traded company would be expected to do,” the letter said. “For many years, the amount of time CEO Musk has devoted to managing Tesla has been constrained because of his multiple privately held companies and other outside endeavors.”

Since Musk joined President Donald Trump’s administration, Tesla stock is down more than 14% as vehicle registrations plummet due to increased Chinese competition and souring consumer opinion of the company over Musk. His contentious group DOGE has upended U.S. bureaucracy and cost 260,000 federal workers their jobs, Reuters calculated.

Illinois State Treasurer Michael Frerichs, one of the letter’s signees, told Fortune Musk had gotten himself into even more political hot water after he criticized Trump’s spending bill.

“It’s impressive that he angered about half the U.S. by cozying up to Trump, and now he’s picking a fight with Trump over his awful, ugly bill, and is likely angering the other half of the country,” Frerichs said.

Investor demands

The Tesla investors demanded the board include a time requirement as it assesses Musk’s compensation, such as requiring him to work in his role at the EV company for at least 40 hours a week. The Tesla board has assembled a special committee to explore a new compensation deal for Musk, the Financial Times reported earlier this month. The CEO has been embroiled in a yearslong legal battle for a record-setting $56 billion pay package that has been rescinded by a judge.

The signees also called for a clear succession plan at the company, including identifying “emergency” successors to step in for Musk should the company need it. Shareholders also asked the Tesla board to set more stringent limitations on directors’ and executives’ involvement in other companies and boards.

“We just want to make sure that individuals are able to actually dedicate enough time to oversee and, in the case of executives, to manage the company appropriately,” Patel said.

Shareholders urged Tesla to appoint at least one director who is “truly independent” from the company, according to the letter. Earlier this month Chipotle chief strategy officer Jack Hartung joined Tesla’s board, but disclosures noted his son-in-law is a current Tesla employee.

“It’s a little surprising to us that the board would nominate another director who’s considered non-independent under governance best practice standards, especially given the fact that their board has frequently been cited for having a lack of independence and deep connections to the CEO,” Patel said.

Tesla’s board also includes Ira Ehrenpreis, chair of Tesla’s compensation committee and longtime friend of Musk, as well as Musk’s brother Kimbal Musk, who has sat on the company’s board since 2004. The two insiders recently exercised stock options that yielded $162 million and $31 million respectively, according to SEC filings.

Tesla did not respond to Fortune’s request for comment.

What’s after DOGE?

As Musk prepares to step away from his role at DOGE, investors are adamant that the CEO has a long way to go in righting the EV maker’s course.

“In essence, it is a good first step,” said Frerichs. “But the question is, is he just freeing up time, or has he learned lessons from his time? Everyone makes mistakes. The question for me is, do you learn from them?”

Musk reaffirmed his desire to lead Tesla earlier this month at the Qatar Economic Forum in Doha, saying in a video call he planned to be CEO of the company for another five years. All the while, Musk continues to be involved in leading SpaceX, X, and xAI. Investors will need to see Musk invest time in Tesla over the next six months to a year, Frerichs said.

“Does he still have interest in this company, or is he more interested in blowing up rockets? Is he more interested in going on rants on [X]?” he said.

Beyond finding the time and interest in his EV maker, Musk will have to correct what Wedbush Securities managing director Dan Ives previously called a “brand tornado crisis moment.” Tesla’s brand is inextricable from Musk, and Musk’s involvement in U.S. politics can therefore alienate large swaths of potential consumers.

This story was originally featured on Fortune.com

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