Uber
2017
47
Holder report recommendations adopted by the board
What happened
An ex-engineer’s blog exposed harassment and a toxic, ‘win-at-all-costs’ culture. Investigations followed and 20+ staff were fired.
What the board did
Board unanimously adopted Eric Holder’s 47 recommendations. Five major investors (~40% of votes) demanded founder-CEO Travis Kalanick resign; he quit in June 2017.
Inside the boardroom: timeline
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Feb 2017Ex-engineer Susan Fowler’s blog post on harassment puts the board on notice; outside probes follow, including one led by ex-Attorney General Eric Holder.
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Jun 2017Perkins Coie probe leads to 20+ firings. The board unanimously adopts all 47 Holder recommendations; Kalanick takes leave.
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20 Jun 2017Five investors (~40% of votes) deliver the letter “Moving Uber Forward” in Chicago, demanding he quit, a board-led CEO search and a new CFO. He resigns but keeps his board seat.
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Aug 2017Benchmark (a board member) sues Kalanick in Delaware, accusing him of fraud and plotting a return.
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27 Aug 2017After a split weekend of meetings (Whitman and Immelt fall away), the board votes unanimously for Expedia’s Dara Khosrowshahi.
Lesson
Boards must act on culture even when the problem is the founder.
Wells Fargo
2016
$180M+
executive pay clawed back
What happened
A high-pressure cross-selling culture led staff to open up to 2 million accounts without customers knowing. About 5,300 employees were fired.
What the board did
CEO John Stumpf resigned. An independent board probe blamed Stumpf and retail head Carrie Tolstedt; the board clawed back $180M+ and named an independent chairman.
Inside the boardroom: timeline
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2015Board risk committee is told about 230 staff were fired for sales abuses; the real figure was ~2,500.
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Sep 2016Regulators fine the bank $185M; CEO John Stumpf is grilled by the Senate.
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27 Sep 2016Independent directors open their own probe (Shearman & Sterling). Stumpf recuses himself, forfeits ~$41M and works unpaid; Tolstedt forfeits ~$19M.
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Oct 2016Stumpf retires. Tim Sloan becomes CEO; lead director Stephen Sanger becomes independent chairman.
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Jan 2017Board publicly fires four senior executives and cuts other bonuses.
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10 Apr 2017113-page board report blames Stumpf and Tolstedt; extra $28M + $47.3M clawed back, $180M+ in total.
Lesson
Incentive design is a board responsibility, and directors must demand the real numbers.
Boeing
2019 · 2024
346
lives lost in two 737 MAX crashes
What happened
Two 737 MAX crashes exposed a culture where cost and schedule beat safety. In Jan 2024 a door plug blew out on an Alaska Airlines jet; bolts were missing from the factory.
What the board did
2019: board stripped Muilenburg of chair, then ousted him. 2024: CEO Calhoun to step down, chair Kellner left, and engineer Steve Mollenkopf became chair to lead the CEO search.
Inside the boardroom: timeline
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Apr 2019After the second crash, the board forms a Committee on Airplane Policies and Processes, led by Adm. Edmund Giambastiani.
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Aug–Sep 2019Board approves a permanent Aerospace Safety Committee and adopts all five review recommendations; safety experience becomes a director criterion.
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Oct 2019Board strips Muilenburg of the chair; director David Calhoun becomes chairman.
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22–23 Dec 2019On a Sunday conference call the board removes Muilenburg. Calhoun named CEO; Larry Kellner becomes chair.
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25 Mar 2024After the door-plug blowout: Calhoun to leave by year-end, Kellner won’t stand again, Steve Mollenkopf becomes chair to lead the CEO search.
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31 Jul 2024Board elects engineer Kelly Ortberg CEO, waiving its retirement-age rule.
Lesson
Safety culture is a board-level risk; replacing a CEO alone doesn’t fix it.