NYSE Roundtables — Boards, Activists, and Investors

From June through October 2025, the NYSE Global Advisory team partnered with the NYSE Board Services to host a series of roundtable discussions with current and former members of NYSE-listed and other public company boards, with a goal of tapping their expertise - particularly around the resurgence of shareholder activism.

Attendees included NYSE-listed company IR, legal, and C-level executives, as well as candidates in the NYSE Board Services network.

During these conversations, we asked board members to share their insights on how activism has evolved, as well as recommendations for how companies can be best prepared. Board members also provided their views on key topics, including board refreshment and structure, AI and sustainability oversight, and working with investor relations teams. We also heard numerous suggestions for candidates looking to join public company boards, either as first-timers or with board experience.

Below is a Chatham House summary of key learnings from discussions in four cities.

We look to continue this series of dialogues in 2026, bringing forward the knowledge of our network - of both executives and board members - to our entire NYSE community.

Brian Matt, CFA

Director, NYSE Global Advisory

New York Stock Exchange

[email protected]

Shareholder Activism

1. Activists’ arguments should rarely be a surprise to companies.

Activism can impact companies of any size or sector, though the common thread is underperformance.

A good IR program should be able to filter investor concerns back through management and potentially to the board. Transparent and candid feedback should help important issues rise, and we’ve seen some companies conduct externally-organized investor perception studies to try to make sure any bias is removed.

Activists often do a massive amount of homework before presenting their case; especially with larger/more-established activists. Assume that each point they make will have dozens of hours of research behind it. Note that activists have become more collaborative over time and know that the company will need to be able to accomplish whatever plan they lay out.

2. Executive compensation is an increasingly important lever for activists.

An evaluation of incentive plans and associated KPIs is increasingly important to activists, who can point out a discrete recommendation as part of their plan. Hence, activists increasingly target members of the compensation committee as part of their approach and will often bring in comp committee experience as part of their alternative plans.

3. "Wargaming" activism responses are worth the effort for most firms, large and small.

A recent PWC study noted that 31% of boards had done exercises to prepare for an activist response, but even without a formal program there should be a structure in the crisis communications playbook for assembling the right team and gathering advisors to make a decision.

We heard recommendations from companies that have taken activist inbounds to make sure any plan leaves one individual or a small group “in charge” of the response at any point in time. Confidentiality is paramount in these cases, and the individuals involved should know any limitations well in advance.

4. After receiving an inbound, effective advisors should know the activist’s playbook from both public and private sources.

The best advisors should know what the activist looks like "below the waterline;" not just the tip of the iceberg in the public domain.

There are new activists appearing all the time. That said, many of the individuals involved come from other firms and will maintain their strategies in their new roles.

5. For companies coming up with a response: slow down…time is often more on your side than you think.

Several of our speakers that have gone through activism situations reiterated not to make rush decisions based on imperfect information. The activists’ blind spots are usually the knowledge held in the company (such as relationships with executives and sales teams). Make sure this information can flow confidentially back to management and the board.

Any company that’s built sufficient trust with its investor base should have the time it needs to gather information, speak to advisors, and come up with a thoughtful response.

6. Activism may be an opportunity for the company to reorient its goals and measurements.

We heard multiple variations on the theme of improved efficiency post-activism. For example, a crisis can create an opportunity to simplify your messaging. Other stories mentioned board members that join with particular skills and the ability to refresh part of the company’s approach. Activists that attain board seats also can bring in analyst teams with the ability to test strategy scenarios.

7. But, settlements with activists are disruptive in sometimes unforeseen ways. Be prepared to manage the aftermath.

In addition to the changes to the operations of the board, there can also be second-order impacts seen throughout management and into the employee base (as well as the customer base). Brainstorming the overall impact of a settlement with experienced advisors is advisable. See this research piece for other considerations around settlements.

Board structure

8. New board members are rarely added for a single skillset.

The pendulum has swung back in the direction of broader business knowledge; “specialty directors” are less common relative to “2-fers” or those that have multiple skills. Boards are still seeking diversity of thought and perspective. Geographic diversity in a world increasingly fraught with geopolitical risk is worth emphasizing for new candidates. Any potential board candidate should know the value they bring across multiple dimensions in the search and interview process. They should also do plenty of research on the company.

9. Lack of board refreshment can be an input for activists.

In a world of universal proxy rules, activists can target “stale” boards and/or long-tenured directors as part of the story they’ll tell shareholders. This makes board refreshment part of the activism defense playbook. Boards should be deliberate about term limits and succession, set requirements, and stick to them.

Key topics in the boardroom

10. Regulatory slowdown should mean less natural focus on sustainability issues.

Scaling back of EU regulation (CSRD / CSDDD) means boards and audit committees should naturally see less sustainability focus in the materials they’re using to review regulatory risks. IR and sustainability teams should keep their own materiality maps in mind, and make sure any conversations stay on material issues for the business.

11. AI oversight is on the agenda of a large number of boards.

As opposed to prior years where the AI conversation was dominated by certain sectors (tech and healthcare), the rest of the market is catching up. Watch for leading companies in each sector – companies that are open about how they set up AI governance and the right policies to protect their companies and employees as a starting point. This EY study notes that about half of the Fortune 100 cite AI risk as part of the board’s oversight of enterprise risk (triple the 16% from last year).