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Tag: corporate boards of directors

  • Your competition for the CEO role might be on your board | Fortune

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    Appointing board directors as CEOs was once a “break glass in case of emergency” strategy reserved for scandal, illness, or sudden resignation. While it remains a minority path compared with traditional internal promotions, it is no longer an anomaly.

    New data from Spencer Stuart highlights the shift. Of the 168 new S&P 1500 chief executives appointed in 2025, the highest annual total since 2010, 19 were drawn from their own company boards, the most since 2020. Spencer Stuart classifies directors as outsiders because they lack day-to-day operating responsibility. Even so, more boards are turning to them.

    The increase comes amid elevated churn. CEO departures in the S&P 500 reached roughly 13% in 2025, according to governance trackers, leaving boards to manage performance pressure and succession gaps simultaneously. Internal candidates, such as chief operating officers and division heads, still account for the majority of appointments. But in moments of strategic reset, boards sometimes look beyond executives associated with the existing plan. Meanwhile, several high-profile external hires have reinforced the risks of expensive searches that promise reinvention but deliver disruption.

    The insider-outsider advantage

    Against that backdrop, directors offer what board advisers describe as an insider-outsider balance. They understand the company’s strategy, capital allocation framework, and risk profile. Yet they are not embedded in a single operating silo. That distance can make it easier to reset priorities without discarding the broader plan.

    Recent moves show how the model is playing out across sectors. At Constellation Brands, Nicholas Fink was named chief executive in February 2026 after serving on the board since 2021. Match Group elevated director Spencer Rascoff to chief executive in 2025 to accelerate product and artificial intelligence initiatives.

    Other examples reinforce the pattern. Bed Bath & Beyond appointed Marcus Lemonis, its executive chairman, as permanent chief executive in January 2026 following the company’s emergence from bankruptcy. Science Applications International Corp. named James Regan permanent chief executive in February 2026, after he had served on the board since 2023.

    These appointments do not signal a collapse in succession planning. Internal promotions remain the dominant route to the corner office. Instead, boards are broadening the pipeline and building optionality into leadership plans amid elevated executive churn.

    The shift also reflects who now occupies board seats. A growing share of directors are active or recently retired chief executives with significant operating experience. That evolution has created a viable bench within the boardroom itself. Directors can be evaluated over years of strategy sessions and crisis deliberations before they are ever tapped to run the company. Governance advisers describe the approach as succession by design.

    What it means for C-suite contenders

    For aspiring chief executives, the competitive landscape has changed.

    The bar for readiness is higher. Internal candidates are no longer competing only against peers down the hall. They may also be measured against directors who have already run public companies and have established credibility with investors. In volatile periods, that experience can appear lower risk.

    Timelines are also compressing. If boards are informally cultivating potential successors in their own ranks, internal candidates must signal enterprise-level leadership earlier. Waiting for a formal succession process may be too late. Executives who want the top job need visibility in board discussions, exposure to enterprise risk, and a clearly articulated long-term strategy.

    There is an opportunity in the shift as well. Boards that elevate directors are often looking for leaders who combine operational depth with governance sophistication. C-suite executives who engage proactively with directors, serve on external boards, and broaden their scope beyond a single function can strengthen their case. The more an executive already operates like a chief executive, the harder it is for a board to choose someone else—even one of its own.

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    Ruth Umoh

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  • Longtime Cracker Barrel foe urges shareholders to vote against ‘worse than mediocre’ CEO after dismal earnings | Fortune

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    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. 

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    Lily Mae Lazarus

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  • Former CEO is finally facing the music for alleged sex trafficking and prostitution ring during his time at Abercrombie

    Former CEO is finally facing the music for alleged sex trafficking and prostitution ring during his time at Abercrombie

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    Millennials: You’ll remember walking into Abercrombie & Fitch in the late ‘90s and early 2000s. Loud, thumping music, perfume so strong you could barely think straight, and posters of half-naked men were all part of the experience—and a desire to feel “cool.”

    David Turner/WWD/Penske Media—Getty Images

    Mike Jeffries, Abercrombie’s former CEO, was behind that vision. And on Tuesday, he and his partner Matthew Smith were arrested in Florida in connection with sex trafficking-related charges, according to a federal indictment. The duo, along with an employee of theirs, James Jacobson, allegedly ran an international sex trafficking and prostitution ring from 2008 to 2015 that allegedly involved paying for secret sex with potentially dozens of men, including 15 unnamed victims.

    The official indictment has been a long time coming. Last year, BBC released a documentary about Jeffries’ shady practices. The BBC investigation revealed that Jeffries and Smith allegedly used a middleman to find men to attend and participate in the sex events. Jeffries and Smith would allegedly engage in sexual activity with about four men at these events or “direct” them to have sex with one another, several attendees from the events told BBC. Jeffries’ personal staff dressed in Abercrombie uniforms and supervised the activity, according to the allegations, and staff members gave attendees envelopes filled with thousands of dollars in cash at the end of the events. 

    Large Abercrombie & Fitch sign featuring a man's unclothed torso

    LAURENT FIEVET/AFP/GettyImages

    The middleman “made it clear that unless I let him perform oral sex on me, I would not be meeting with Abercrombie & Fitch or Mike Jeffries,” David Bradberry, who was introduced to Jacobson in 2010 when he was 23 years old, told BBC. An agent posing as a model recruiter introduced Bradberry to Jacobson, who described himself as the gatekeeper to the “owners” of Abercrombie and Fitch, according to the BBC investigation.

    The federal indictment included related allegations and more.

    Jeffries’ shady past with Abercrombie

    According to a 2006 interview with Salon, Jeffries wanted to make the 130-year-old retailer into the hearthrob teen clothing brand of the time, which he successfully did—but not without offending swaths of people. His interview pretty much sums up his marketing approach as only making it about “cool” people. 

    “Those companies that are in trouble are trying to target everybody: young, old, fat, skinny. But then you become totally vanilla,” Jeffries told Salon. “You don’t alienate anybody, but you don’t excite anybody, either.”

    Brooks Canaday/MediaNews Group/Boston Herald via Getty Images

    By 2006, Abercrombie & Fitch’s earnings had risen for 52 straight quarters, with annual profits of more than $2 billion. Plus, the company had opened hundreds of new brick-and-mortar stores and launched three new labels, including Hollister. 

    “But the marketing approach that made A&F into a financial success also made it an HR and PR nightmare,” according to NPR. Abercrombie’s approach to marketing ignited a response from women through mock ads and a boycott call from the American Decency Association. Black, Latino, and Asian American employees in 2004 filed a class-action lawsuit against the company alleging minority applicants were discouraged from applying.

    In the early 2010s, Abercrombie started going south financially as a result of age discrimination and hiring practice lawsuits, and Jeffries’ 2006 interview with Salon started being circulated again and went viral. In 2013, Jeffries was named as the worst CEO of the year by TheStreet’s Herb Greenberg. To boot, CNBC’s Jim Cramer named him to his “Wall of Shame.”

    “Since its early trading in 1996, Abercrombie has barely beaten the S&P 500. It has dramatically trailed the index over the past one-, three- and five-year marks,” Greenberg wrote in 2013. “The past year, in particular, has been an abomination, leading activist firm Engaged Capital to demand his ouster.”

    By 2014, same-store sales slumped for 11 straight quarters and two of its subsidiary brands, Ruehl No.925 and Gilly Hicks, shut down just a few years after launch. Teens were just also over Abercrombie’s style at that point, and the shopping mall era was coming to a close. And in 2016, Abercrombie was deemed the most-hated retailer by the American Customer Satisfaction Index for its hypersexualized marketing and controversies. 

    Abercrombie’s second wind

    But as Abercrombie has distanced itself from Jeffries, the brand is making a major comeback after posting its best first-quarter earnings in company history this year. Abercrombie reported $1 billion in net sales, a 22% increase from 2023. Last year, its annual revenues were $5 billion.

    Shoppers inside Abercrombie & Fitch store in 2023

    YUKI IWAMURA/AFP—Getty Images

    This was an epic comeback for the brand. CEO Fran Horowitz took the helm in 2017, revamping stores and inventories as well as expanding sizes and introducing clothing for a variety of lifestyles. 

    “We moved from a place of fitting in to creating a place of belonging,” Horowitz said in a 2022 speech at the Fordham University Gabelli School of Business’ fifth annual American Innovation Conference.

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    Sydney Lake

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  • Fired CFO’s texts revealed a 10-year affair that led to higher pay and promotions, company says

    Fired CFO’s texts revealed a 10-year affair that led to higher pay and promotions, company says

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    Royal Bank of Canada said it has proof that its former chief financial officer engaged in an intimate relationship with a colleague that she failed to disclose, citing exchanges between the two over text messages and emails. 

    Canada’s biggest lender filed a statement of defense and counterclaim on Friday in the wrongful dismissal lawsuit filed earlier this month by Nadine Ahn, the executive it fired in April after 25 years at the bank. 

    The legal filing said Ahn began a close personal relationship with a colleague, Ken Mason — an executive in the bank’s corporate treasury group — as early as 2013 and that it continued until the time of her departure. 

    The document offers a remarkably detailed look at how the bank alleges the relationship played out over more than a decade. It includes descriptions of how the two bankers frequently met outside work for cocktails, celebrated anniversaries, swapped romantic poetry, and called each other by pet names — “Prickly Pear” for Ahn and “KD” for Mason.  

    Their text messages “fantasized about a life together, such as reading in bed together,” RBC’s court filing states. 

    “Ms. Ahn forwarded romantic poetry to Mr. Mason, expressing that she had fallen in love with Mr. Mason when she first saw him,” according to the filing. “Ms. Ahn and Mr. Mason continued to regularly see each other outside of the office during this time period, arranging a lunch on August 18, 2017 to celebrate their ‘fourth anniversary.’”

    The close relationship continued after she was promoted to CFO in 2021, according to the documents. RBC alleges that Ahn used her position within the company to orchestrate promotions and pay raises for Mason, an endeavor it says Mason referred to as “Project Ken” in a document he drew up. She also shared confidential information with Mason, the bank claims, such as a draft of a speech to be given by Chief Executive Officer Dave McKay.  

    Read More: RBC’s Ex-CFO Says She Had Shot at CEO Job Before Bank Fired Her

    The filing states that RBC doesn’t have access to their messages, “except to the extent that Ms. Ahn and Mr. Mason copied personal communications to RBC systems.”

    Lawyers for Mason and Ahn didn’t reply to messages seeking comment. Ahn said in her lawsuit that she and Mason were friends but denied that they were romantic partners. Mason, who filed a separate wrongful dismissal lawsuit against RBC, also denied a romantic relationship and said the bank would have treated them differently if they had both been men. 

    ‘I Love You Too’

    The bank cites “intimate communications” exchanged between the two via text message. As one example, it states, “On March 11, 2019, Ms. Ahn messaged Mr. Mason to say, ‘I love you.’ Mr. Mason responded 15 seconds later, ‘I love you too.’”

    The two allegedly used calendar invites to schedule “liquidity meetings,” which the bank said was code for going for cocktails. At one such meeting, the two scribbled notes about their drink orders and other topics such as “concert, night out, winery” on a coaster from Canoe, an upscale restaurant in Toronto’s financial district. Mason had the coaster encased in plexiglass and kept it in his office, RBC claims.  

    The bank said it began investigating in March after an anonymous whistleblower alleged that Ahn and Mason had been seen “hugging and kissing and exiting the elevators” at the Fairmont Royal York, a hotel that’s right beside RBC’s head office. 

    Bank officials “immediately commenced a thorough investigation conducted by external legal counsel,” RBC spokesperson Gillian McArdle said in an emailed statement on Friday. “We were disappointed to learn the allegations were true.”

    The Globe and Mail newspaper earlier reported on RBC’s court filing.

    Ahn’s lawsuit complained about the way Royal Bank handled the investigation, the speed with which she was fired after being confronted with the allegations on April 5, and the damage to her reputation when the bank put out a press release that same day. 

    “Contrary to the statements of claim from Ms. Ahn and Mr. Mason, the investigation showed there was an undisclosed close personal relationship, and that Ms. Ahn misused her authority as CFO to directly benefit Mr. Mason,” McArdle said. “As she was a Named Executive Officer, we had an obligation to disclose.” 

    Ahn’s lawsuit is seeking almost C$50 million ($37 million) in pay and damages while Mason is suing Royal Bank for more than C$20 million in pay and damages. 

    In its counterclaim against Ahn, RBC is seeking about C$4.5 million for “excess compensation” paid to Mason and to claw back bonuses paid to Ahn, plus other damages and costs.

    RBC’s filing states that when another employee raised concerns about Mason’s pay, Ahn terminated that person’s employment without cause. The bank said that former employee “has demanded compensation from RBC for bad faith termination of his employment, because of Ms. Ahn’s conduct.” 

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    Christine Dobby, Bloomberg

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