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 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.

In October 2019, the McDonald's Corporation board of directors, chaired by Enrique Hernandez, Jr., gathered to learn the results of their outside counsel's investigation into the conduct of the CEO. On the surface, the iconic fast-food chain was thriving as growing profits translated into share price gains. But unbeknownst to the public, a drama was unfolding that threatened the company's success and brand value. Hernandez and other directors listened intently as counsel explained their findings that the CEO had engaged in an inappropriate consensual relationship with an employee, in violation of the company's code of conduct. As directors grappled with the situation, they faced a litany of difficult questions. What action should they take with a CEO some were calling McDonald's "savior," credited with revitalizing the business and doubling its share price in under five years? Should they sanction him or possibly even remove him from office? And, if they did remove him, should he receive his potentially substantial severance package? How might shareholders, employees, and customers react-and to what extent should the directors consider stakeholder reactions in their deliberations?

This background note discusses the evolution, use, and prevalence of staggered boards. By comparison with unitary boards whose members are all elected annually for one-year terms, staggered boards are divided into subsets of directors, with one subset up for election each year, typically for three year terms. While 61% of the S&P 500 had staggered boards in 2002, the practice largely fell out of favor in ensuing decades, and only 12% had one in 2022. This note discusses what staggered boards are and how they evolved; arguments for and against them from critics and proponents; developments leading to their decline; the academic research on their potential effects broadly and on certain types of firms; and the legal approaches to staggered boards in the United States as well as the diverse approaches to staggered boards internationally.

In the spring of 2021, the board of directors of Kimball International, Inc. (KII) was considering changes to the company's executive compensation plan. Two years earlier, the board had appointed Kristie Juster as the new CEO of KII, a publicly traded, small cap maker of commercial office furniture based in Jasper, Indiana. Juster had set in motion a major organizational transformation aimed at putting KII on a higher-growth trajectory. Under her leadership, the company had examined its purpose, adopted a new strategy, revised its compensation plan, and undergone a major restructuring. And then, COVID-19 hit. The company adapted quickly, but the pandemic had a significant impact on KII's profitability and stock price, and on executive pay which was significantly tied to both. As the pandemic dragged on, the board had to decide how to design an executive compensation plan that would be fair to employees, fair to shareholders, and meaningful to executives in a highly competitive labor market, while also aligning with KII's purpose and strategy, and driving its ongoing transformation.

Kimball International, Inc. (KII), led by CEO Kristie Juster, and its board of directors, chaired by Kim Ryan, faced critical questions about KII's future in the spring of 2021. Two years earlier, the board had appointed Juster as the new CEO of KII, a publicly traded, small cap maker of commercial office furniture based in Jasper, Indiana. Juster had set in motion a major organizational transformation aimed at putting KII on a higher-growth trajectory. Under her leadership, the company had examined its purpose, adopted a new strategy, revised its compensation plan, and undergone a major restructuring. And then, COVID-19 hit. The company adapted quickly, but the pandemic had a significant impact on KII's profitability and stock price, and on executive pay which was significantly tied to both. As the pandemic dragged on, the board had to decide how to design an executive compensation plan that would be fair to employees, fair to shareholders, and meaningful to executives in a highly competitive labor market, while also aligning with KII's purpose and strategy, and driving its ongoing transformation.

Aptiv's board must decide whether a joint venture with an auto maker is the right next step in the company's efforts to develop and commercialize a production-ready autonomous driving system. While many commentators believed that Aptiv's self-driving technologies had the potential to revolutionize vehicle use and generate enormous financial returns, the company was in a high-profile and increasingly capital intensive race among some of the world's technology giants to achieve that goal - and much more investment would be needed. As the management team began exploring the possibility of working with a partner to share the costs and accelerate their research and development activities, they turned to the board for strategic guidance. The case describes the role of the board and its Innovation and Technology Committee (ITC) in the company's transformation from a traditional auto parts supplier to a high-technology firm focused on the future of mobility and lays out the factors directors are weighing as they consider the possibility of forming a major joint venture with a vehicle manufacturer.

Aptiv's board must decide whether a joint venture with an auto maker is the right next step in the company's efforts to develop and commercialize a production-ready autonomous driving system. While many commentators believed that Aptiv's self-driving technologies had the potential to revolutionize vehicle use and generate enormous financial returns, the company was in a high-profile and increasingly capital intensive race among some of the world's technology giants to achieve that goal - and much more investment would be needed. As the management team began exploring the possibility of working with a partner to share the costs and accelerate their research and development activities, they turned to the board for strategic guidance. The case describes the role of the board and its Innovation and Technology Committee (ITC) in the company's transformation from a traditional auto parts supplier to a high-technology firm focused on the future of mobility and lays out the factors directors are weighing as they consider the possibility of forming a major joint venture with a vehicle manufacturer.

The five commissioners of the California Public Utilities Commission (CPUC) listened intently at a public forum in April 2019 as PG&E Corporation's out-going chairman Richard Kelly described the company's proposed new board. PG&E, which provided electricity and natural gas to millions of Californians, had once been recognized for its vision in foreseeing energy's potential to reshape the state and power its economy. But PG&E was now in the crosshairs of investors, regulators, and the public for something else entirely: its role in a series of deadly and destructive wildfires that had ravaged the region and precipitated PG&E's bankruptcy months earlier. Called "the first climate-change bankruptcy," it was the largest utility bankruptcy in U.S. history. The commissioners at the CPUC, PG&E's primary regulator, were particularly concerned about PG&E's governance and had convened the forum to solicit opinions from experts and the public and to hear for themselves what steps the company was taking to improve it. The Commissioners are considering whether to make specific recommendations regarding the board's composition and functioning, including how the board assesses and compensates PG&E's CEO. A principal issue is the use of non-financial metrics to evaluate and reward CEO performance.

For the board of The We Company-better known as WeWork-August 14, 2019 promised to be a pivotal day. It was then that WeWork's IPO prospectus, known as an S-1 filing, would be made public, giving potential investors, the media, and the general public a window into the company's inner workings. Under U.S. securities laws, a company planning to offer new securities for sale to the public was required to file a Form S-1, or registration statement, with the U.S. Securities and Exchange Commission (SEC), whose mandate was to evaluate companies' compliance with SEC disclosure rules, not the quality of the investment. In anticipation of that day, WeWork's directors had an opportunity to review the S-1-as presented in a series of some two dozen excerpts from the S-1 in the exhibits to the case-and offer the management team any final comments and suggestions for changes.

Ellen J. Kullman, the retired Chairman and CEO of DuPont, describes how she guided the storied science and technology company through a contentious proxy battle with activist investor Trian Partners, which acquired DuPont shares in 2013 and sought to break up the company. Trian's pursuit of board seats led to a 2015 shareholder vote, which DuPont won under Kullman's leadership. In a sweeping interview with Professor Lynn S. Paine, Kullman describes lessons from her experiences navigating the proxy contest that captured national attention as well as about working with your board, setting company strategy, leading a large corporation, evaluating time frames for shareholder returns, measuring stakeholder performance, assessing shareholder engagement, considering joining a new board and boardroom dynamics, and understanding how boards have changed over the years.

In early 2018, the time seemed right for Zenefits investor and director Lars Dalgaard to reflect on whether Zenefits had the right board of directors to shepherd the company through its next stages of growth. For the company whose name combined the words "benefits," reflecting its human resources technology products, and "zen," loosely defined as a state of calm, the past few years were not entirely zen. Once heralded as one of the fastest growing software start-ups ever, the 5-year old company quickly achieved "unicorn" status-a term given to an elite handful of privately-held start-ups valued at $1 billion or more. But leadership and legal issues that emerged in 2015 had threatened to undermine its success and compelled Zenefits to appoint new board members, hire new executives, reformulate its business model, and transform its corporate culture and philosophy. With those changes in place, Dalgaard now turned his attention once again to the board. Did Zenefits have the board it needed to navigate the next stages of growth as it sought to further distance itself from its rocky past and focus on its future potential?

In early 2018, the time seemed right for Zenefits investor and director Lars Dalgaard to reflect on whether Zenefits had the right board of directors to shepherd the company through its next stages of growth. For the company whose name combined the words "benefits," reflecting its human resources technology products, and "zen," loosely defined as a state of calm, the past few years were not entirely zen. Once heralded as one of the fastest growing software start-ups ever, the 5-year old company quickly achieved "unicorn" status-a term given to an elite handful of privately-held start-ups valued at $1 billion or more. But leadership and legal issues that emerged in 2015 had threatened to undermine its success and compelled Zenefits to appoint new board members, hire new executives, reformulate its business model, and transform its corporate culture and philosophy. With those changes in place, Dalgaard now turned his attention once again to the board. Did Zenefits have the board it needed to navigate the next stages of growth as it sought to further distance itself from its rocky past and focus on its future potential?

In early 2018, the time seemed right for Zenefits investor and director Lars Dalgaard to reflect on whether Zenefits had the right board of directors to shepherd the company through its next stages of growth. For the company whose name combined the words "benefits," reflecting its human resources technology products, and "zen," loosely defined as a state of calm, the past few years were not entirely zen. Once heralded as one of the fastest growing software start-ups ever, the 5-year old company quickly achieved "unicorn" status-a term given to an elite handful of privately-held start-ups valued at $1 billion or more. But leadership and legal issues that emerged in 2015 had threatened to undermine its success and compelled Zenefits to appoint new board members, hire new executives, reformulate its business model, and transform its corporate culture and philosophy. With those changes in place, Dalgaard now turned his attention once again to the board. Did Zenefits have the board it needed to navigate the next stages of growth as it sought to further distance itself from its rocky past and focus on its future potential?

Less than a year after joining the board of African Bank Investments Limited (ABIL), the newest director finds himself in difficult discussions with other directors about removing the struggling company's CEO. The case is set in South Africa in mid-2014 as shares in ABIL, which traded on the Johannesburg Stock Exchange, are declining precipitously. The case describes ABIL's origins and evolution, including the acquisition and growth of its wholly owned subsidiary African Bank, a provider of unsecured loans to help individuals pay for expenses such as vehicle repairs, home renovations, funeral costs, medical bills, and education. As ABIL's profits rose and share price soared, it became the darling of analysts. However, when the South African economy turned sour, customers started defaulting on their loans, and ABIL and African Bank began to struggle. As ABIL's stock price dropped, the management team faced difficult questions about the company's lending practices, risk management processes, and plans to turn the business around. By 2014, the situation was grim, and pressure mounted from shareholders and market regulators for the board to take action. The case details the history of unsecured lending in South Africa, describes the regulatory, social, and legal contexts for the company and its business model, and explores the company's unique corporate structure and executive and director dynamics.

Less than a year after joining the board of African Bank Investments Limited (ABIL), the newest director finds himself in difficult discussions with other directors about removing the struggling company's CEO. The case is set in South Africa in mid-2014 as shares in ABIL, which traded on the Johannesburg Stock Exchange, are declining precipitously. The case describes ABIL's origins and evolution, including the acquisition and growth of its wholly owned subsidiary African Bank, a provider of unsecured loans to help individuals pay for expenses such as vehicle repairs, home renovations, funeral costs, medical bills, and education. As ABIL's profits rose and share price soared, it became the darling of analysts. However, when the South African economy turned sour, customers started defaulting on their loans, and ABIL and African Bank began to struggle. As ABIL's stock price dropped, the management team faced difficult questions about the company's lending practices, risk management processes, and plans to turn the business around. By 2014, the situation was grim, and pressure mounted from shareholders and market regulators for the board to take action. The case details the history of unsecured lending in South Africa, describes the regulatory, social, and legal contexts for the company and its business model, and explores the company's unique corporate structure and executive and director dynamics.

Snap Inc.'s chairman must decide how to address investor concerns about the company's unprecedented plans to issue only non-voting shares in its upcoming IPO. The case is set in early 2017 following the public availability of Snap's IPO filing with the U.S. Securities and Exchange Commission (SEC). It describes the company's meteoric rise from its conception by its young founders in 2011 to its multi-billion dollar valuation. When Snap filed for its long-anticipated IPO that could value it at more than $20 billion, it described its plans to go public with three share classes providing public investors shares with no votes on matters customarily put to a shareholder vote and allowing its two co-founders control over such matters. The case details the checkered history of multiple share class structures, highlights arguments for and against them, and explores the potential implications for index funds. Investors managing over $3 trillion sent a letter to Snap Chairman Michael Lynton and Co-Founders Evan Spiegel and Robert Murphy asking them to reconsider the share structure just one day after the company's S-1 was made public. As controversy mounted and with the IPO possibly just a month away, Lynton must decide how to respond to the investors' letter.