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Category 1 of 5 · 3 cases

Culture

When the way people are pushed, paid or protected breaks down, the board owns the fix.

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.

Lesson

Boards must act on culture even when the problem is the founder.

Read more:AP via ABC7 News ↗

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.

Lesson

Incentive design is a board responsibility, and directors must demand the real numbers.

Read more:NBC News ↗

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.

Lesson

Safety culture is a board-level risk; replacing a CEO alone doesn’t fix it.

Read more:Al Jazeera (2019) ↗NPR (2024) ↗