corporate governance

Biglari Capital Corp. criticizes the re-election of Cracker Barrel CEO Julie Felss-Masino, citing a declining stock price and her lack of credibility with retail shareholders, who largely voted against her. Biglari Capital questions the voting behavior of index funds, suggesting a disconnect between their governance departments’ actions and the economic interests of individual investors. They advocate for reforms to align index fund voting with retail investor sentiment, arguing the CEO’s continued leadership is detrimental to Cracker Barrel’s performance and value.

Coinbase, following Tesla, is reincorporating outside Delaware, citing “unpredictable outcomes” in the Chancery Court, joining Dropbox, TripAdvisor, and Andreessen Horowitz. This trend accelerated after a ruling challenging Elon Musk’s Tesla compensation. Alternative jurisdictions like Texas offer advantages, such as limiting shareholder lawsuits. Companies may also be seeking strategic advantages during Delaware lawsuits. These decisions reflect concerns about Delaware’s legal environment and companies’ broader political positioning with CEOs like Coinbase’s Brian Armstrong becoming politically engaged.

Microsoft is implementing a “Trusted Technology Review” portal for employees to raise ethical concerns about its technology, following internal unrest and scrutiny over geopolitical involvements. This initiative addresses controversies like curtailed cloud services to an Israeli defense unit and security risks concerning US Department of Defense reliance on Microsoft engineers in China. President Brad Smith emphasized non-retaliation and anonymous reporting. These changes reflect a growing tech industry trend toward greater accountability and ethical oversight. Microsoft aims to balance innovation, growth, and ethical responsibilities.

On October 27, 2025, SSR Mining Inc. (SSRM) announced the resignation of Simon Fish from its Board of Directors to join TD Bank Group as Senior Executive Vice President and General Counsel. Fish, a board member since 2018, chaired the Corporate Governance and Nominating Committee. Executive Chairman Rod Antal acknowledged Fish’s significant contributions. Following Fish’s departure, SSR Mining’s board will consist of eight members. Analysts are monitoring the company’s long-term strategy amid volatile commodity prices and ESG considerations.

Elon Musk criticized proxy advisory firms ISS and Glass Lewis, labeling them “corporate terrorists” for influencing shareholder votes, particularly regarding his compensation package. These firms hold significant sway over institutional investors, especially with growing passive investment. Critics, including Musk, worry about their lack of nuance and potential to undermine corporate governance. Proponents argue they provide valuable research for investors lacking resources. The debate underscores a fundamental question about the control of publicly traded companies and the growing role of proxy advisors.

Ahead of Tesla’s quarterly earnings, a coalition of labor unions and governance watchdogs launched “Take Back Tesla,” opposing Elon Musk’s proposed $1 trillion stock-based pay package. They argue it’s excessive, given Musk’s divided attention and political activities potentially harming the brand. Aiming to influence shareholder votes and pressure public pension funds, the campaign highlights concerns over Musk’s prioritization of Tesla amid other ventures. Proxy firms ISS and Glass Lewis also advise against the plan. The debate includes scrutiny of Musk’s control, commitment, and Tesla’s performance.

Nano Dimension (NNDM) will hold its 2025 Annual General Meeting on December 4, 2025, in Waltham, MA and virtually. Shareholders of record by October 14, 2025, can vote on key proposals including auditor reappointment, director elections, compensation matters, and amendments to stock option and indemnification plans. The meeting will also cover the 2024 audited financial statements. Proxy materials with details are available on the SEC website and Nano Dimension’s website. Voting deadline is November 26, 2025.

ISS recommends Tesla shareholders vote against Elon Musk’s proposed compensation package, a “mega performance equity award” valued near $1 trillion but raising concerns about its magnitude and alignment with long-term shareholder interests. Tesla’s board defends the package as crucial for retaining Musk and incentivizing growth. The firm also suggests voting against investing in xAI and reinstating a board member due to governance concerns. Musk, owning a substantial stake, could still secure approval despite the recommendations. The vote is pivotal for Tesla’s future leadership and governance.

e.l.f. Beauty’s “Change the Board Game” initiative promotes boardroom inclusivity as a driver of business success. The initiative, supported by a growing network of partners, cites e.l.f. Beauty’s own diverse board and financial performance as evidence. New research from N.C. A&T shows a correlation between gender diversity on boards and Return on Equity, with companies having above-average gender diversity consistently outperforming those with less. e.l.f. Beauty encourages other companies to join the coalition.

FEMSA (NYSE: FMX) announced Jose Antonio Fernández Garza-Lagüera as its next CEO, effective November 1, 2025. Garza-Lagüera, currently CEO of FEMSA Proximity & Health, brings extensive experience from various leadership roles within the company. The appointment follows a structured succession plan. José Antonio Fernández Carbajal will remain Executive Chairman to ensure a smooth transition. Garza-Lagüera currently manages a large operation including over 28,000 stores across multiple countries, showcasing his capabilities to drive FEMSA’s growth, innovation, and sustainability focus.