After retiring from a long and successful career in financial auditing, Linda McGill looked forward to the prospect of joining a board. She felt the time was right to leverage the breadth of her experience while fulfilling one of her long-term goals. Though somewhat of a stretch, the thought of helping to guide a complex, multinational listed company was particularly exciting, given not only the scale of the responsibility, but also the potential prominence and financial upside it could bring her. At the same time, Linda also considered an invitation to join the board of a midsize, PE-backed family company she had worked closely with in the past. Though appreciative for the offer, she was aware that the company was facing ongoing challenges that might require a serious time commitment from her to address. How would Linda weigh the tradeoffs of her options?

In early 2024, Ruth Jones, head of digital banking at Signa Bank, a (fictitious) European consumer bank, was thinking about how to best incorporate GenAI capabilities to improve efficiencies and create new ways to improve the customer experience. Where were the biggest opportunities? How could the bank incorporate GenAI to better personalize the customer experience? And what were the most effective strategies to mitigate the number of product and enterprise risks that would arise? Jones needed to ensure that as the technology was increasingly embedded and incorporated across the bank's operating systems, that there would be no negative fallout on its consumers or its reputation.

In late November 2023, OpenAI's new board of directors took stock of the situation. The company, which sought to develop artificial general intelligence (AGI)-computer systems with capabilities exceeding human abilities-was looking to regain its footing after a chaotic leadership and governance crisis that played out a week earlier. The previous board had stunned observers by firing CEO Sam Altman and removing him from the board for unspecified reasons. Days later, Altman was back as CEO, directors resigned, and a new three-person board formed with Bret Taylor, Larry Summers, and Adam D'Angelo, the only continuing director. The new board of directors faced an urgent set of issues-around OpenAI's governance, how to build out the board, AI ethics and safety, and their relationship with a CEO one of them had helped fire. Their quandary was complicated by OpenAI's unique mission to create AGI to benefit all of humanity and by its unusual structure as a non-profit controlling a for-profit entity. The AI it sought to develop had the potential to be world-changing-for better, or for worse-and the world was watching closely as the board sought a path forward.

In early 2023, Maggioncalda, CEO of US EdTech firm Coursera, launched Project Genesis to develop a strategy for incorporating GenAI capabilities into the firm's offerings, asking his teams to focus on value to the firm and cost of implementation. The team identified several projects: powering translations and modifying content format and delivery, personalized coaching, an automatic course-building tool, and the building out of new GenAI-related academic content. By early 2024, the firm had made significant progress in bringing these ideas to market, but there was still much to do. Technology was fast evolving, and Coursera needed to continuously improve its offerings. Maggioncalda wanted better branding to make personalized coaching a distinctive advantage of the firm's platform. For its course builder tool, Coursera and its university partners had to work through difficult intellectual property and branding questions. But more broadly, Maggioncalda remained alert to the risks presented by the advent of GenAI. While the firm had been an early mover, competitors were fast adapting. Was Coursera taking full advantage of the opportunities presented by the technology? What more could it do?

In late November 2023, OpenAI's new board of directors took stock of the situation. The company, which sought to develop artificial general intelligence (AGI)-computer systems with capabilities exceeding human abilities-was looking to regain its footing after a chaotic leadership and governance crisis that played out a week earlier. The previous board had stunned observers by firing CEO Sam Altman and removing him from the board for unspecified reasons. Days later, Altman was back as CEO, directors resigned, and a new three-person board formed with Bret Taylor, Larry Summers, and Adam D'Angelo, the only continuing director. The new directors faced an urgent set of issues-around OpenAI's governance, how to build out the board, AI ethics and safety, and their relationship with a CEO one of them had helped fire. Their quandary was complicated by OpenAI's unique mission to create AGI to benefit all of humanity and by its unusual structure as a non-profit controlling a for-profit entity. The AI it sought to develop had the potential to be world-changing-for better, or for worse-and the world was watching closely as the board sought a path forward.

As the new CEO of Boston Consulting Group (BCG) since autumn 2021, Christoph Schweizer had big shoes to fill-his predecessor, Rich Lesser, had tripled the partnership's total revenues and created digital initiatives that contributed 40+% of 2021 revenues, more than doubling headcount along the way. Schweizer announced plans for fresh growth: he planned to double the partnership's size and pursue what he called moonshots-dedicated efforts to accelerate in artificial intelligence and climate & sustainability that would each help drive 20% to 30% of total BCG revenues by 2030. Externally, however, BCG was soon grappling with the macro-effects of Russia's invasion of Ukraine as well as rising interest rates, compounding the potential risks BCG faced with a commitment to rapid growth. As yet unclear was how much BCG needed to adapt or alter the formula of success that Lesser had applied in order to tackle these headwinds and deliver on Schweizer's vision.

Rex Geveden and Robb LeMasters, CEO and CFO of BWX Technologies, Inc. (BWXT), were concerned that investors and analysts did not fully appreciate the company's transformation from a nuclear reactor provider to the US Navy and Canadian utilities to a multi-product line firm across some of the most compelling growth areas in the nuclear power and propulsion end markets. They aimed to convey this shift and highlight growth opportunities during Investor Day 2021. The executives wondered whether they successfully communicated BWXT's transformation journey and if the market would value the company accordingly.

The OKR framework is a popular goal-setting and strategy execution tool that uses goal setting through "Objectives" and measuring performance using "Key Results" on a periodic basis to measure and drive performance. The OKR framework has been adopted and practiced at companies such as Intel, Google, LinkedIn, Twitter, Netflix among hundreds of others ranging from start-ups to large businesses. Users have found it to be a powerful performance management and goal setting tool as it focuses on near-term measurable goals without losing the aspirational aspect of an organization's unique mission or purpose. This primer aims to explain fundamental OKR concepts, summarize implementation best practices, discuss OKR mistakes to avoid, and compare OKR with other common management goal setting tools.

On the morning of May 7, 2021, Colonial Pipeline Company became aware that the company had been the victim of a malicious ransomware attack that had stolen and locked up company data. The extortionists demanded 75 bitcoins (worth about $4.4 million at the time) in exchange for the decryption tool needed to unlock the data. To contain the system infection, the control room promptly shut down all company pipelines that transported nearly half of all refined oil products consumed in the East Coast of the United States. Within hours, external experts and governmental authorities were assembled to help but information was still limited on how to manage the cyberattack. As the passing of every minute threatened the oil supply to 13 states and the nation's capital, CEO of Colonial Pipeline, Joseph Blount had to make one crucial decision: whether to pay the ransom or not. The case discusses Colonial Pipeline's cybersecurity practices, ransomware trends, detail of the ransomware attack at Colonial, impact of the attack, Colonial's response to the attack, and post-attack repercussion. Overall, the case prompts readers to contemplate how organizations should prevent and respond to the ever-increasing threat of cyber breaches.

In July, 2019, Springhill Medical Center ("SMC") in Mobile, Alabama fell prey to a malicious ransomware attack that crippled the hospital's internal network systems and public-facing web page. While the hospital rushed to securely restore the network, medical personnel scrambled workarounds to continue medical services. Amidst the chaos, a baby was born in the hospital with umbilical cord wrapped around her neck that had resulted in severe brain injury and died nine months later. The mother and family sued SMC, alleging the hospital failed to inform her of the cyber incident, which she believed had compromised the quality of care and led to an otherwise preventable tragedy. The case discusses the important questions of how SMC had responded to the ransomware attack and how hospitals and other organizations should treat the ever-increasing threat of cyber breaches.

Supplements "Peloton Interactive (A)" (HBS No. 323-005), describing company restructuring and changes to management and the board of directors between February 8 and early October 2022.

Early in February 2022, the board of Peloton Interactive faced some knotty challenges. Immense pandemic demand for its stationary exercise bicycles and treadmills had prompted the firm to scale up production rapidly. But as gyms reopened and the virulence of the virus ebbed, demand had ebbed too, leaving Peloton with unsold inventory, an unsustainable cost structure, and Nasdaq's worst-performing stock for 2021. Activist shareholders were calling on the board to remove the founder CEO, who was board chair and a controlling shareholder through a dual-class share structure, and sell the company to a strategic investor. Complicating external pressure for change was a dual-class share structure that gave insiders a high degree of control over governance.

Ginkgo Bioworks, a synthetic biology company based in Boston, Massachusetts, faced divergent views on its revenue possibilities and accounting practices. After a report emerged accusing it of fraudulent accounting and lack of innovation, its share price plunged. But some investors saw this as a buying opportunity and still believed in Ginkgo's prospects. Who was right?

The case discusses the ESG strategy of Dollar Tree Inc., a U.S. Fortune 500 company in the deep discount retail industry and the shareholder pressure faced by the company. In 2022, the company faced a shareholder resolution from renowned shareholder advocacy group As You Sow for the company to better mitigate and report on the climate risks faced by the business. The resolution challenged the company to intensify its climate transition plans and adopt a "net-zero" emission goal. A 2020 shareholder resolution at the company by a different shareholder received record-breaking support that had already caused the company to revamp its sustainability initiatives. This case provides an overview of Dollar Tree's business, the recent landscape of sustainability reporting and shareholder ESG resolutions in the U.S., and the narrative of management opposition to the resolutions. Overall, the case captures the interactions between environmental shareholder activism, corporate management and those charged with governance, especially the board of directors. This case is useful for students to discuss recent trends of ESG-related shareholder activism, sustainability reporting especially related to environmental issues, climate governance and how companies are reacting to them.

At its headquarters in Attendorn, Germany, Viega's chairwoman Anna Viegener gathered the company's leadership team to discuss their progress on formalizing purpose-driven leadership as a strategic driver within the organization. Viega manufactured and distributed plumbing, heating, and pipe-joining systems, and had been experiencing rapid growth and financial success during the past decades. Annual sales had doubled in 10 years, and the company had expanded its international presence to include offices around the globe. Still, with growth came an evolution in management and concerns about the ability of executives to instill in employees the values that had been key to the company's success since its founding by Anna and Walter's family in 1899. They wondered how they could continue cultivating the company's purpose: Installing lifelines for the buildings of tomorrow. To do so, Viegener developed a measurement system to quantify managers' adherence to the company's purpose and values, with plans to tie managers' bonuses to this values-based measure.

In May 2021, Matt Sigelman, CEO of Burning Glass Technologies, a company that provided labor market analytics for a variety of markets, navigates his company's transition from data company to product company. Burning Glass originated as a service that used artificial intelligence to match resumes to job postings, then expanded to offer a comprehensive map of the labor market, and then ultimately developed models to provide insight into specific market segments, skills, geographies, college majors, and career paths. However, Sigelman believed that the company could have greater impact if it transformed from a company that sold data to a company that sold products based on its data. Rather than providing reports, the new products offered client companies specific suggestions based on their own labor force. After pivoting from a data company to a product company, Sigelman faced strategic decisions regarding scale, new product development, and competition. At the conclusion of the case, he must decide whether to continue licensing the company's data or focus exclusively on developing and selling their new suite of products.

The case describes the transformation at Newsweek, the storied news magazine that had fallen from its commanding position as a premier print publication unable to find its footing in the fast changing digital media landscape. After buying Newsweek and taking over as publisher and CEO in 2018, Dev Pragad set the magazine on a digital first strategy that embraced a data driven approach in all parts of the business including in the newsroom. The case unpacks the different aspects of the transformation effort-how the company created a digital mindset, how it redefined its purpose to create alignment across the organization, created a data centric approach in the newsroom, developed a partnership strategy to scale growth, and used a performance measurement system centered around objectives and key results framework to driven strategy execution. Students can analyze how to drive a transformation centered around a data and measurement system and the challenges involved in doing so.

In 2020, AmerisourceBergen Corporation, a Fortune 50 company in the drug distribution industry, agreed to settle thousands of lawsuits filed nationwide against the company for its opioid distribution practices that critics alleged had contributed to the nationwide opioid crisis. The $6.6 billion global settlement, had caused a net loss larger than the cumulative net income earned under the current CEO since he took the helm in 2011. The legal troubles had been accompanied by initiatives by shareholder activists who had become increasingly successful in driving corporate governance changes in companies in the opioid supply chain, including AmerisourceBergen. Determined to hold the leadership accountable, these shareholders launched a campaign in early 2021 to reject the pay packages of the Company's executives. They were protesting the increase in pay in 2020 to $13.3 million, up from $11.3 million in 2019. The result of the Vote NO campaign was almost split down the middle, with 48% voting with the activists and 52% with the company. The case describes the drug distribution industry, internal controls at Amerisource, shareholder demands on corporate governance, and the events related to the opioid crisis and Amerisource's role in it. The case can be used for a wide range of teaching purposes to discuss issues relating to governance, compliance, executive compensation, and shareholder activism in the context of the one of the biggest social challenges of the past two decades-the opioid crisis.

The two vignettes within "Vignettes on Professional Service Firm Governance" (HBS No. 122-024) present various issues relating to governance in professional service firms ("PSFs"). In the first, the Managing Director of a U.S. consulting firm contemplates whether to bring on outsiders to sit on the firm's Executive Leadership Board and the potential implications of doing so. In the second, a U.S.-headquartered Private Equity firm's Managing Partner of India was excited about the opportunity to acquire another Indian firm but worries about the potential resistance from the firm's Global Management Committee. This vignette has deliberately been written as a PE firm so as to allow participants from PSF firms to step away from their immediate organizations and reflect on the broader issues that are involved. This vignette attempts to explore the meaning of being a global firm in the context of PSF and the methods to realize a PSF's global ambitions. The vignettes allow students to discuss a breadth of issues related to the governance and strategy of PSFs.

This case focuses on a junior partner at a private equity (PE) firm who sits on the board of one of the firm's portfolio companies. In the case, the board member asks the CEO to accelerate a cost-cutting initiative and looks to a seasoned industry veteran who is also a PE-appointed director for reinforcement. When the second board member sides with the CEO instead, the young director must consider how to respond.