ā
As a CEO coach, Iāve witnessed many times when activists have orchestrated the ousting of a chief executive, often with a board that is anything but surprised.Ā Behind closed doors, Iāve had many directors tell me they quietly agreed with a transition. These activist investors secretly strike terror in the hearts of boards and CEOs, seeking to profit quickly by buying stakes in companies to influence management and strategic decisions. Their goal is to unlock shareholder value that the activists claim is trappedāby complaining loudly in public about their point of view. They often push for what companies see as radical change: leadership shake-ups, operational overhauls, financial engineering, or strategic pivots they insist will capture that āhiddenā value.
And Iāve seen things escalate quickly. If the idea of a sudden, bloody purge at the top of a companyāa decapitation, French Revolution-style, gains traction with vocal investors, then a coup can quickly follow. This can disrupt, or even brutally accelerate a succession process that you thought you were managing. And it doesnāt take billions to derail a peaceful transition, either.
Activists who want to shake up a companyās leadership often escalate to a proxy fightāand they donāt need a mountain of shares to start the brawl. Take Engine, a relatively small activist hedge fund that held only a 0.02% stake in ExxonMobil, but still launched a campaign and walked away with three seats on the board. That sent a chilling message to every CEO in America: if they can doĀ thatĀ to Exxon, with almost no skin in the game, they can do it to anyone.Ā
Directors, beware
And to be fair, while activistsā actions can be tragic or at least deeply painful, theyāre not always pointless. If a company follows some of their demands, it can sometimes accelerate long-overdue change and win a burst of investor support that pushes the share price higherāat least for a while. But overall, the CEOs we coach doĀ notĀ see activism as a positive trend, because activists usually cash out quickly after getting involved and are rarely committed to the companyās long-term future. As one director told Byron Loflin, Global Head of Board Advisory at Nasdaq, my co-author of CEO Ready: What You Need to Know to Earn the Jobāand Keep the Job, it āfelt like management was getting an excessively bad report card for its stewardship of the company without meaningful supportā in building a stronger organization for all shareholders.
Activists attend investor days and analyst meetings and behave like Wall Streetās gadfly social media influencersāarmed not just with proxies and PowerPoints, but with punishing memes, as seen with Nelson Peltz and his campaign against The Walt Disney Company. Peltzās firm, Trian Partners, blasted Disneyās strategy, streaming losses, and repeated failures in CEO succession, campaigning for board seats under the āRestore the Magicā banner.
Disney shareholders ultimately backed the companyās slate of directors and rejected Peltzās nominees by a wide margin, effectively ending the proxy fight and leaving CEO Bob Iger in placeābut the poignant call for change landed and things were never the same. Within months, the board drafted in Morgan Stanley veteran James Gorman and handed him the reins of the CEO succession committee to assure no further episodes of a boomerang CEO, promising investors that Igerās succession was imminent early in the new year.Ā
Directors should take note. What you might dismiss as bullying from a one-off greedy activist orchestrating an exceptional coup is now the new normal: activist campaigns are driving record CEO turnover. That first annoying text from an activist can raise a chief executiveās odds of getting the boot from a long-shot 5% chance just five years ago to nearly one in five today. And if you run a mega-brand like Unilever, where activists hunt most aggressively, the odds of CEO decapitation are even higher: more than 40%.
Just this year, Unilever stunned investors by ousting CEO Hein Schumacher less than two years into the jobāone of this yearās many high-profile decapitations. The board, long under pressure from that self-same activist kingmaker, Nelson Peltz, finally pulled the trigger. Board members confided that the decision was ultimately driven by simmering impatience with the pace of Unileverās turnaround, incessantly stoked by Peltz and Trian, which had built a significant stake and pushed for sweeping changes for almost three years.
Former Medtronic CEO Bill George and Jay Lorsch, both on the faculty at Harvard Business School, argue inĀ Harvard Business ReviewĀ that activistsā initiatives can weaken a companyās competitive position in pursuit of short-term gains, to the detriment of long-term shareholders, and that the high-leverage financing structures they often push may put companies in jeopardy in the next downturn. Nevertheless, Ram Charan insists on the growing reality that every CEO candidate must face: āthe boss of a public board is not the investor, it is the activist shareholders.ā They āevaluate every company and find the gap where they can enter. They drive it!āĀ Charan, the world-renowned leadership adviser, emphasized to me that āthey almost always get some support from investors to unseat [leaders] and to make the board change. People must come to terms that when these activist shareholders pounceāyouād better pay attention to them. Listen to them. Because investors will collaborate with them.ā
Write Your Own Activist Letter Before the Activist Does
Michelle Seitz, former CEO of the $1.2 trillion-advised Russell Investments, suggests an exercise: āIf I were to write an activist letter, what would I say? And what would my response be as CEO? Thatās managing the risk of your business.ā To do as Seitz suggests, think of ways you might spike short-term shareholder value if you were the activist. Then be ready to walk into your board with a plan for how you would deliver similar results yourselfābut in a more thoughtful way that benefits investors with both a short-term focus and a long-term stake.
Seitz adds, āWhenever I get called to come on to even very prestigious boardsā¦because they have an activist and they want someone on the board to deal with them, my answer is, āIt may already be too late.āā Itās no fun parachuting in to mediate a fight that should have been preempted years earlier rather than a defensive response that smacks of complacency.Ā
Her prescription is something I practice frequently with CEOs preemptively: Write an aggressive, well-articulated vision for how you will transform the company even faster next yearā a sort of new yearās resolutionāan urgent red team exercise to escalate clear milestones and deliverables no matter how successful you think youāve been this year. Thatās the bold message that you will keep your investors and team ruthlessly focused onābefore the activists show up with their own script for your decapitation.
Inspired byĀ CEO Ready: What You Need to Know to Earn the Jobāand Keep the Job, published by Harvard Business Review Press (Nov 25,2025), co-authored by Mark Thompson and Nasdaq Global Head of Board Advisory Byron Loflin.
The opinions expressed in Fortune.com commentary pieces are solely the views of their authors and do not necessarily reflect the opinions and beliefs ofĀ Fortune.
This story was originally featured on Fortune.com
Ā Ā Ā