Forced CEO Departures

Posted by Matteo Tonello, The Conference Board, on
Saturday, September 19, 2026
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Matteo Tonello is the Head of Data Benchmarking and Analytics at The Conference Board, Inc. This post is based on a report developed by The Conference Board in partnership with ESGAUGE, Russell Reynolds Associates, and Rutgers Law School’s Center for Corporate Law and Governance, and authored by Ariane Marchis-Mouren, Senior Researcher, Corporate Governance and Keil Lapore, Program Manager, Corporate Governance at The Conference Board.

This report examines forced CEO departures in the Russell 3000 and S&P 500 from 2024 through August 2026, focusing on differences by index, business sector, company size, and the circumstances driving board-initiated leadership changes.

Trusted Insights for What’s Ahead®

  • Roughly 1 in 7 CEO succession cases were forced in both 2024 and 2025. The Russell 3000 recorded 49 forced departures in 2024 and 55 in 2025, while the S&P 500 increased from seven to 10; in 2026 so far, forced departures account for a smaller share of CEO succession cases than the prior two years.
  • While there is no single industry profile for forced CEO turnover, health care accounts for the largest share so far in 2026. The sector represents 35% of all Russell 3000 forced departures year to date, after consumer discretionary recorded the highest number of forced departures in 2025.
  • Company size was not a consistent predictor of forced CEO turnover. Elevated rates appeared across the revenue spectrum, suggesting succession risk is driven more by company-specific performance and strategic circumstances than by scale alone.
  • Underperformance became a more prominent driver of forced departures in 2025. It rose from 31% of Russell 3000 forced departures in 2024 to 44% in 2025 and remains the largest reason category through August 2026.
  • Activist pressure was a notable factor among S&P 500 forced departures. It accounted for eight of 19 departures across the period, reinforcing the importance of boards independently testing strategy, capital allocation, and leadership effectiveness before external pressure forces the issue.
  • Successfully navigating potential forced departures requires proactive management. Boards can focus on establishing the criteria for when underperformance becomes a leadership issue, regular maintenance of their succession plan, and reaching out to shareholders to keep abreast of possible concerns or issues.

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Statement by Commissioner Peirce on the Innovation Exemption

Posted by Hester M. Peirce, U.S. Securities and Exchange Commission, on
Friday, September 18, 2026
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Hester M. Peirce is a Commissioner at the U.S. Securities and Exchange Commission. This post is based on her recent statement. The views expressed in this post are those of Commissioner Peirce and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

The innovation exemption has arrived. Today, the Commission issued an order containing time-limited exemptions designed to permit onchain trading of stocks listed on major U.S. exchanges. Adapting the Commission’s rules to new technologies is hard work, and I commend the Division of Trading and Markets, the Crypto Task Force, and other staff for their work on these exemptions. These exemptions enable market participants to experiment to be prepared for a future in which trading tokenized stocks onchain is commonplace. Taken together with the Division of Trading and Market’s April statement on interfaces used to prepare transactions in crypto asset securities,[1] today’s action is also a major step forward in allowing individuals greater personal autonomy to own and trade their own assets without the need for unnecessary intermediaries.

In issuing this order, the Commission is rejecting the approach that the mythological Procrustes would have taken. He was not asking the guests their sleep number; he claimed to have a bed that fit every traveler. In reality, he brute-forced each traveler to fit the one bed he had by stretching short travelers and cutting the legs off tall ones. Here, by contrast, the Commission is using its exemptive authority to tailor the bed to fit the sleeper. Carefully crafted conditions on that relief should ensure that nobody else’s sleep is disturbed.

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Remarks by Chairman Atkins on 24-Hour Trading

Posted by Paul Atkins, U.S. Securities and Exchange Commission, on
Friday, September 18, 2026
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Paul S. Atkins is the Chairman of the U.S. Securities and Exchange Commission. This post is based on his recent remarks. The views expressed in the post are those of Chairman Atkins and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

Good morning, ladies and gentlemen, and thank you for joining us today to discuss preparations for expanding 24-hour trading in the U.S. equities markets. Before sharing a few reflections, I must note that the views I express here are my own as Chairman and do not necessarily reflect those of the SEC as an institution or of my fellow Commissioners.

We are moving towards a new day—and night—for our capital markets. Only 20 years ago, when I was last here as a commissioner, there was much angst and gnashing of teeth over proposals to extend U.S. trading hours by mere minutes, not hours. Today, critical business and economic events are not confined to traditional trading hours. When the world reacts in real time to breaking news, waiting to adjust a position or rebalance a hedge until the clock strikes 9:30 on Monday morning may beget missed opportunities or additional risk, especially these days. Instead, many investors are seeking the ability to respond and adjust their positions on an ever-more-frequent basis.

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Weekly Roundup: September 11-17, 2026

Posted by the Harvard Law School Forum on Corporate Governance, on
Friday, September 18, 2026

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This roundup contains a collection of the posts published on the Forum during the week of September 11-17, 2026

SEC Proposes Regulation Crypto Assets: A Tailored Offering Framework for Crypto Investment Contracts

Posted by Jason Daniel, Mike Asaro, and Jack Murphy, Akin Gump Strauss Hauer & Feld LLP, on Friday, September 11, 2026
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Remarks by Chairman Atkins on Artificial Intelligence and Reforming Regulation NMS

Posted by Paul Atkins, U.S. Securities and Exchange Commission, on Saturday, September 12, 2026
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Recent Developments for Directors

Posted by Julia A. Thompson, Charles K. Ruck, and Joel H. Trotter, Latham & Watkins LLP, on Sunday, September 13, 2026
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DATs and Crypto-Pivot Companies: Understanding and Mitigating Shareholder Activism Risks

Posted by Leonard Wood, Daniel Roeser, and Karen Ubell, Goodwin Procter LLP, on Monday, September 14, 2026
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Board Oversight of AI Transformation

Posted by Dan Priest, Jenn Kosar, and Barbara Berlin, PricewaterhouseCoopers LLP, on Monday, September 14, 2026
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Executive Security and Protection Continues to Expand

Posted by Aubrey Bout, Rebecca Friday, and Ben Futterman, Pay Governance LLC, on Tuesday, September 15, 2026
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Shareholder Activism: Ten Trends for 2027

Posted by Elina Tetelbaum and Loren Braswell, Wachtell, Lipton, Rosen & Katz, on Tuesday, September 15, 2026
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Open Letter to Corporate America’s Executives and Investors About Shareholder Proposals

Posted by Frederick Alexander, The Shareholder Commons, on Wednesday, September 16, 2026
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From Say-on-Pay to the Boardroom: Making Off-Season Engagement Count

Posted by Serdar Sikca and Kenneth Sparling, FW Cook, on Wednesday, September 16, 2026
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The State of U.S. Executive Pay Today

Posted by Stephen F. O’Byrne, Shareholder Value Advisors, Inc., on Thursday, September 17, 2026
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The Red State AG Attack on ESG Continues to Misfire

Posted by Robert G. Eccles (University of Oxford) and Daniel F. C. Crowley (K&L Gates LLP), on Thursday, September 17, 2026
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Statement by Commissioner Uyeda on Proposing Rescission of Rule 14a-8 and Proxy Solicitation Modernization

Posted by Mark T. Uyeda, U.S. Securities and Exchange Commission, on Thursday, September 17, 2026
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Statement by Commissioner Uyeda on Proposing Rescission of Rule 14a-8 and Proxy Solicitation Modernization

Posted by Mark T. Uyeda, U.S. Securities and Exchange Commission, on
Thursday, September 17, 2026
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Mark T. Uyeda is a Commissioner of the U.S. Securities and Exchange Commission. This post is based on his recent statement. The views expressed in this post are those of Commissioner Uyeda and do not necessarily reflect those of the Securities and Exchange Commission or its staff.

Today, the Commission proposes to rescind Rule 14a-8, which leaves determination about whether a shareholder proposal may be properly placed on a proxy statement to the states, companies, and shareholders. The Commission also proposes to amend Rule 14a-4 to expand the circumstances under which a company may exercise discretionary voting authority on certain proposals.[1] Lastly, the Commission proposes amendments that would modernize certain rules related to proxy solicitations.[2]

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The Red State AG Attack on ESG Continues to Misfire

Posted by Robert G. Eccles (University of Oxford) and Daniel F. C. Crowley (K&L Gates LLP), on
Thursday, September 17, 2026
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Robert G. Eccles is a Visiting Professor of Management Practice at Saïd Business School, University of Oxford; and Daniel F. C. Crowley is a Partner at K&L Gates LLP.

On August 24, sixteen Republican state attorneys general (AGs) sent a 38-page letter to the chief executives of Deloitte, EY, KPMG and PwC, copying the SEC’s Chairman and its Director of Enforcement. The AGs allege that the firms compromised their professional independence by publicly supporting climate-related disclosure, and end with thirty-eight demands for documents.

We come at this from opposite political directions and agree on the following. This letter continues the effort to pressure participants across the financial markets to ignore the potential financial implications of climate risks. Like the July 2025 State Financial Officers Foundation’s letter to asset managers regarding ESG, to which we responded in Here We Go Again: Red States Continue to Focus on ESG, it sets a dangerous precedent for all sides.  In this shot at accounting firms, the AGs ask the wrong questions, misunderstand the standards that purportedly support their claims, and insinuate conflicts with no factual evidence. Regardless of one’s views on climate disclosure, targeting groups of professionals in this manner can distort the functioning of free markets and have unintended consequences. Indeed, once unleashed, misfires can ricochet.

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The State of U.S. Executive Pay Today

Posted by Stephen F. O'Byrne, Shareholder Value Advisors, Inc., on
Thursday, September 17, 2026
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Stephen F. O’Byrne is the President of Shareholder Value Advisors, Inc. This post is based on his Shareholder Value Advisors memorandum.

The basic objectives of executive pay have been the same since the rise of large corporations in the late 19th century. Shareholders want to give managers strong incentives to increase shareholder value while retaining key talent and limiting shareholder cost. Today, it’s widely accepted that these three objectives can be achieved by managing two dimensions of executive pay: the percent of pay at risk and the company’s target pay percentile.

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From Say-on-Pay to the Boardroom: Making Off-Season Engagement Count

Posted by Serdar Sikca and Kenneth Sparling, FW Cook, on
Wednesday, September 16, 2026
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Serdar Sikca is a Principal and Kenneth Sparling is a Managing Director at FW Cook. This post is based on their FW Cook memorandum.

SAY-ON-PAY SERIES
This is the final article in our summer series on reading the 2026 say-on-pay results, preparing for off-season shareholder engagement, and bringing investor feedback into the compensation committee’s fall planning cycle.

By late fall, most companies have moved on from the annual meeting and are deep into year-end planning. That makes one important window easy to miss: late Q4 and early Q1 are often the best times for substantive conversations with major shareholders, ahead of the proxy season.

This window also falls at a useful point in the compensation committee’s calendar. Some 2026 compensation decisions are complete and will soon appear in the proxy, while the Committee may still be working through incentive design and other critical decisions for 2027. The same engagement can provide context for what shareholders are about to see and give the Board additional perspectives before its decisions are finalized.

Companies should generally avoid asking shareholders to pre-clear a special equity grant, incentive design for the coming year or other Board action. Instead, shareholder engagement gives investors an opportunity to communicate their priorities and explain how they are likely to assess a particular issue. The compensation decision should stay with the Board. The value of engagement is understanding how investors will evaluate it.

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Open Letter to Corporate America’s Executives and Investors About Shareholder Proposals

Posted by Frederick Alexander, The Shareholder Commons, on
Wednesday, September 16, 2026
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Frederick Alexander is the Founder of the Shareholder Commons.

Executives and shareholders:

Since the maturation of the industrial age, our nation’s economic success has rested on a delicate balance of power between the investors who fund and own large companies and the executives who run them. That balance is now at risk, as government officials are substantially remaking the rules that govern the relationship between shareholders and corporations. Most imminently, on August 28, the US Securities and Exchange Commission (the SEC) sent the White House a proposal to rescind Rule 14a-8, the right of shareholders to have their proposals presented to fellow shareholders, a right that has been in place in some form for more than seventy years. If this right is eliminated, state law and private ordering will have to fill the gap.

This letter asks that corporate executives and investors come together on a private ordering solution. The alternative is brinksmanship that likely leads to a risky cycle of destabilizing extremes. While simply eliminating Rule 14a-8–reducing shareholder rights–could be seen as an unambiguous win for executives, a sudden shift of power away from capital providers may well have unintended impacts on a market for capital that has generated great wealth for our nation.

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Shareholder Activism: Ten Trends for 2027

Posted by Elina Tetelbaum and Loren Braswell, Wachtell, Lipton, Rosen & Katz, on
Tuesday, September 15, 2026
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Elina Tetelbaum is a Partner and Loren Braswell is Counsel at Wachtell, Lipton, Rosen & Katz. This post is based on their Wachtell Lipton memorandum.

Last year, we identified ten trends that we expected to shape shareholder activism in 2026. Those trends included: increasing M&A-focused activism, emboldened occasional activists, less visibility into shareholder views, the normalization of serving as a dissident nominee, and more “withhold” campaigns.

The 2026 proxy season has largely borne out our expectations. Activism continued at elevated levels globally in the first half of 2026. Approximately 40% of campaigns involved an M&A-related thesis, fueled by a constructive regulatory and financial environment. However, the high volume of activism has not translated into a corresponding increase in proxy fights going to a vote. Settlements remain the principal mechanism for resolution, with a significant number of settlements being announced prior to any public agitation by the activist. The proxy voting system is also becoming more fragmented, and therefore less predictable, as the “Big Three” institutional investors split their voting teams, pass-through voting becomes more prevalent, and large investors increasingly incorporate AI into their voting models.

Against this backdrop, we expect the following ten trends for the year ahead.

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