Monthly Archives: April 2026

SEC Speaks 2026: What Public Companies and Investment Advisers Need to Know

Paul Helms and Caitlyn Campbell are Partners and Jen Levengood is an Associate at McDermott Will & Schulte. This post is based on a McDermott memorandum by Mr. Helms, Ms. Campbell, Ms. Levengood, John P. Nowak, and Daniel-Charles Wolf.

The US Securities and Exchange Commission (SEC) participated in the annual SEC Speaks conference on March 19 and 20, 2026, bringing together Commissioners  and staff to discuss recent developments and share the agency’s priorities going forward. This year’s remarks offered useful insight into enforcement risks for public companies and investment advisers, highlighting areas that may see increased scrutiny.

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Consumers Cut Back, CEOs Depart, and Boards Act

Dick Patton is a Consultant and Alex Madronal is a Director at Russell Reynolds Associates. This post is based on a Russell Reynolds memorandum.

CEO turnover in consumer companies hit a record high last year, in the face of rapid, compounding change. The job has never been harder — tenures are shortening, the environment is less predictable, and the pipeline of leaders ready and willing to step into the role is thinning.

Boards are already responding, reaching more often for leaders with prior CEO experience. But hiring differently is only part of the answer. The boards that treat succession as an ongoing discipline are positioning their organizations to navigate what comes next, rather than just reacting to it.

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Special Committees in Conflict Transactions: A Practical Guide

Maeve O’Connor and William D. Regner are Partners, and Amy Zimmerman is an Associate at Debevoise & Plimpton LLP. This post is based on a Debevoise memorandum by Ms. O’Connor, Mr. Regner, Ms. Zimmerman, and Hadel Alfagir.

Key Takeaways:

  • Special committees can be important tools for boards facing actual or potential conflicts of interest.
  • To realize their benefits, special committees should consist of only disinterested and independent directors, receive a clear and comprehensive mandate, function independently, and ensure that their work is well documented.
  • This article offers practical guidance about when to form a special committee, committee composition, advisors to the committee, and documenting the committee’s work, with a focus on Delaware law.

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DExit: So You Want to Leave Delaware? What To Consider Beyond the Legalese

Garrett Muzikowski is a Managing Director, Andrea Hearon is a Director, and Pat Tucker is a Senior Managing Director at FTI Consulting. This post is based on their FTI memorandum and is part of the Delaware law series; links to other posts in the series are available here.

DExit: Not Widely Adopted, But An Increasingly Popular Board Conversation

Companies are increasingly beginning to wonder if being incorporated in Delaware, compared to other jurisdictions like Nevada or Texas, is in the best interest of the Company and its shareholders.

Once an almost unthinkable conversation, boards’ and management teams’ willingness to consider reincorporation has been driven by recent legal developments in each state – namely recent legal decisions in Delaware and legislative changes from Texas and Nevada to compete for corporate charters. This topic picked up enough steam for it to earn its own nickname: “DExit,” and recent high-profile examples of companies reincorporating (or announcing their intention to reincorporate) have only further spurred this discussion.

The reasons to pursue reincorporation are different for every company, but common reasons include: incorporating in a state where the Company is based or headquartered, seeking to reduce frivolous litigation, improving predictability in “pro-business” courts, and lowering liability exposure for officers, amongst others. Nevada provides the broadest protection from statutory liability. Texas provides companies with the option to adopt minimum thresholds for shareholders to file a derivative lawsuit or a shareholder proposal, and proxy advisors may eventually have to make certain disclosures if their recommendations rely on nonpecuniary factors.

Leaving Delaware is not for every company. Delaware still is, and will remain for the foreseeable future, the default state of incorporation for publicly traded companies.

The DExit trend (if it even becomes a trend) is still in its infancy. With that said, from a very small base, the conversation continues to grow and more companies have begun asking for shareholder approval to reincorporate outside of Delaware. For the purposes of this analysis, we focused solely on reincorporation proposals from Delaware to Nevada or Texas – ignoring proposal from or to other jurisdictions. For context, the below chart includes 23 of the 36 total reincorporation proposals put forth by U.S. issuers in 2025:

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Beyond the PSU Mandate

Voytek Sokolowski is a Principal at FW Cook. This post is based on his FW Cook memorandum.

A Compensation Committee Roadmap for Evaluating Long-Term Incentives in 2026

U.S. executive compensation has come to rely heavily on Performance Share Units (PSUs). PSUs are awards of stock units which are earned based on pre-established financial and/or market goals, most commonly measured over a three-year performance period. The widespread adoption of PSUs was partly driven by proxy advisor expectations to grant at least half of executive annual long-term incentives (LTI) in PSUs. Failure to comply invited criticism and a challenged Say-on-Pay outcome, a risk few Compensation Committees were willing to endure. The result was a homogenized landscape where, for some companies, proxy advisor compliance may have taken precedence over strategic alignment.

Has the pendulum swung too far toward PSUs? Some investors think so and, in 2026, proxy advisors have signaled greater flexibility toward alternative LTI structures. This article explores why the three-year PSU model is under pressure and provides a 2026 roadmap for Compensation Committees when evaluating LTI design for 2027.

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A Beacon in the Storm: C-suite Mentoring as a Leadership Imperative

Kurt Harrison is Co-head of the Global Sustainability Practice and Suzanne Bose-Mallick is a Consultant at Russell Reynolds Associates. This post is based on their Russell Reynolds memorandum.

The C-suite has always been demanding. But the challenges facing today’s C-suite leaders are not just larger versions of yesterday’s problems. They are systemically different in velocity, visibility, and complexity.

CEOs and senior executives operate at the intersection of geopolitical volatility, macroeconomic uncertainty, technological disruption, stakeholder activism, and heightened governance scrutiny. Artificial intelligence is reshaping operating models. Political tensions influence supply chains. Social issues spill into corporate strategy.

Expectations have expanded dramatically, and yet none of the traditional financial performance pressures have been removed; they have simply been layered upon. The margin for error is narrowing, the runway for impact is shorter, and isolation at the top is more pronounced than ever.

In this environment, a mentor is no longer a developmental luxury. It is strategic infrastructure, providing the framework for executive and organizational success.

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Weekly Roundup: March 27-April 2, 2026


More from:

This roundup contains a collection of the posts published on the Forum during the week of March 27-April 2, 2026

Oversight Failures on Workplace Misconduct Can Support Fiduciary Duty Claims




Texas Corporate Developments: What Officers and Directors Need to Know


Engines of External Governance


2025 Equity Plan Proposals: Continued Robust Shareholder Support


Ten Tactics that Unnecessarily Frustrate Activists and Impact Negotiating Leverage


The State of US Reincorporations: Post-Proxy Season 2025


Complaint Challenging Restrictions on Shareholder Proposal Rights


2026 Proxy Season Preview



Board Overload


How the C-Suite Is Evolving: NEO Titles and Compensation at US Public Companies


How the C-Suite Is Evolving: NEO Titles and Compensation at US Public Companies

Matteo Tonello is the Head of Benchmarking and Analytics at The Conference Board, Inc. This post is based on a Conference Board report developed in partnership with ESGAUGE, FW Cook, and Ropes & Gray and co-authored by Paul Hodgson, Senior Advisor, ESGAUGE, Ariane Marchis-Mouren, Senior Researcher, Corporate Governance at The Conference Board, and Andrew Jones, Principal Researcher, Governance & Sustainability Center at The Conference Board.

This report examines how the composition, compensation, and sectoral profile of named executive officers (NEOs) at US public companies have evolved since 2021, drawing on Russell 3000 and S&P 500 disclosure data to illuminate shifting C-Suite priorities and pay dynamics.

Trusted Insights for What’s Ahead®

  • Beyond the CEO and chief financial officer (CFO), business unit heads are the most prevalent NEO roles—although their prevalence has notably declined since 2021.
  • Chief legal officers (CLOs) and equivalents are a prevalent NEO role and recorded the largest absolute increase between 2021 and 2025.
  • CLOs, chief technology officers (CTOs), chief human resources officers (CHROs), and chief commercial officers (CCOs) are all increasing in prevalence as NEOs—reflecting increased corporate emphasis on enterprise risk, technology, talent, and revenue.
  • While mandates such as data, cybersecurity, and sustainability are increasingly strategic priorities, they are not consistently reflected as standalone NEO titles, suggesting these responsibilities are often embedded within broader executive roles.
  • Reported median NEO compensation rose again in 2025, with faster growth in the Russell 3000 than in the S&P 500 and strong increases for roles such as CHRO and CLO.
  • Men continue to earn more than women across the broader NEO population—with some notable exceptions—largely reflecting differences in role distribution, tenure, and concentration in the highest-paid operational and enterprise leadership positions.

NEOs at US public companies are the top executives whose compensation must be disclosed in detail under Securities and Exchange Commission (SEC) rules, generally including the CEO, CFO, and up to three other highest-paid executive officers. This information is disclosed in the annual proxy statement (DEF 14A), primarily in the Compensation Discussion and Analysis (CD&A) and related tables; and supports shareholder oversight, proxy voting, and assessments of executive pay and accountability.

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Board Overload

Asaf Eckstein is Professor of Law at Hebrew University, Roy Shapira is Professor of Law at Reichman University, and Ariel Shillo is a Law Student at Hebrew University. This post is based on their recent article, forthcoming in the Washington University Law Review.

There is a growing asymmetry between boards’ expanded responsibilities and the structural limits on their capacity. Over the past two decades, regulators have increasingly required boards to oversee compliance across a wide range of issues.

In response to the early-2000s accounting scandals, the SarbanesOxley Act tasked boards with active oversight of financial reporting. After 9/11, regulators required bank directors to adopt and oversee their bank’s anti-money-laundering policies. The 2008 financial crisis brought on new mandates for bank boards to monitor capital adequacy on an ongoing basis. In the wake of the mid-2010s cyberattacks, financial regulators began insisting on board involvement in data security. Health regulators, following a series of Medicare fraud scandals, required hospital boards to formally approve credentialing criteria as a condition for participating in Medicare. Most recently, concerns about climate change have led international regulators to require that boards oversee and disclose their company’s climate-related risks and strategies.

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The Spinout Effect: How Activist Lineages Are Driving Growth and Outcomes

Sergi Corbatera is the Founder and CEO of DEF 14 Inc.

In startups, exceptional companies often produce a second generation of influential founders—the “PayPal mafia” being the canonical example. Activism is proving no different. When a firm develops a distinctive playbook, compounds credibility, and delivers repeated success, it does more than win campaigns. It becomes a training ground. Alumni leave with experience, networks, and reputational capital that can be redeployed into new firms, new pools of capital, and new forms of influence. In that sense, leading activist funds do not merely participate in the market; they help build it.

This report examines that dynamic through the firms launched by alumni of eight major activist platforms: Elliott, Starboard, Icahn, Trian, ValueAct, Pershing Square, JANA, and Third Point. The evidence suggests that these spinouts have become an increasingly important source of campaign activity. Their significance lies not only in number, but in function. By adding new vehicles, specialized teams, and fresh capital, spinouts expand the market’s overall activism capacity without requiring legacy firms themselves to increase public campaign volume at the same pace.

That expansion is now visible in practice. Firms such as Irenic Capital, Donerail Group, Fivespan Partners, and Ananym Capital show how experienced teams can establish credible independent platforms and secure influence through cooperation agreements, board representation, and transaction-driven campaigns, often without a prolonged proxy contest. The point is not simply that former activists are founding new firms. It is that these firms are already shaping outcomes in ways that make the market broader, more specialized, and more resilient.

For boards and advisers, the implication is immediate. Activism surveillance can no longer be organized solely around a fixed roster of incumbent names. It must also account for networks, institutional lineages, and the firms emerging from them. The most important actors in the next cycle may not always be the legacy platforms themselves, but the alumni they trained.

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