Everything Is DEI Now
The Justice Department announced a settlement this week with PayPal over its 2020 Economic Opportunity Fund, which invested in Black and minority-owned businesses. Under the settlement, PayPal will replace the program with a new initiative focused on veterans, farming, manufacturing, and technology—which is to say, the government still likes targeted economic programs, just not race-based ones.
The funny thing is that PayPal was not some rogue outlier here. In 2020 and 2021, basically every large financial institution in America announced some version of this. JPMorgan had (apparently still has) a $30 billion racial equity commitment. Mastercard pledged $500 million to close the racial wealth gap. Bank of America expanded its commitment to $1.25 billion, which is both an enormous amount of money and also somehow the exact sort of suspiciously specific corporate number that sounds very workshop-tested. There were minority entrepreneur funds, supplier diversity targets, accelerator programs, banking initiatives, and approximately one million corporate press releases featuring the words “equity,” “inclusion,” and “transformational moment.”
At the time, this was not viewed as especially controversial. Investors wanted it. Employees wanted it. Boards wanted to be seen doing something. Consultants definitely wanted it. Companies disclosed supplier spending with women-, minority-, veteran-, and disability-owned businesses down to the decimal place. This was just normal corporate governance for a few years.
Now it increasingly sounds like evidence.
The most interesting sentence in the DOJ release was probably this one:
“While the program gave a preference to businesses based on race, color, and national origin, it was not implemented to remediate any specific instances of past discrimination.”
That feels less like a factual statement and more like guidance for anyone designing a similar program, or possibly for their lawyers. The implication is not necessarily that every DEI-related program is illegal. It is that if you are going to explicitly allocate economic benefits based on race, you may now need a very specific legal rationale for doing so beyond “this was considered a good idea in the summer of 2020.”
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To be fair to the companies in this position: many of these programs were designed with legal counsel, reviewed by compliance teams, and structured specifically to avoid the problems the DOJ is now identifying. The people who built them were not ignoring the law; they were operating under a good-faith reading of what the law allowed, informed by years of regulatory encouragement to address documented disparities in access to capital. The argument that race-neutral alternatives were always sufficient was available before 2020 too—it just wasn’t the interpretation that employers, regulators, or courts were emphasizing at the time. The legal landscape shifted, is the thing, and the companies that built programs in 2020 and 2021 are now being evaluated against standards that were not exactly prominently posted.
And so corporate America enters the great relabeling era. “Minority-owned business initiatives” become “small business initiatives.” Supplier diversity programs become “economic opportunity” or “community development” programs. The categories shift toward veterans, geography, manufacturing, rural investment, or income level. The programs may end up looking remarkably similar; the terminology and legal memos become much more important.
The broader point here is that DEI scrutiny is no longer confined to hiring or university admissions. The government now appears interested in lending, procurement, investment allocation, entrepreneurship programs, and commercial relationships more broadly. Which is awkward, because for several years large corporations were encouraged—by investors, employees, consultants, proxy advisors, and sometimes regulators— to weave DEI considerations into almost everything they did.
And now, apparently, almost everything is DEI.
Everything Is Good Governance Until the Stock Goes Up
Every few years, corporate America rediscovers one of governance’s favorite debates: should the CEO also serve as chair of the board?
This week, proxy advisors ISS and Glass Lewis recommended that shareholders at JPMorgan Chase vote in favor of splitting the CEO and chair roles currently held by Jamie Dimon. The proposal itself is not especially surprising. What is surprising is that this exact fight has now been happening for more than a decade.
Back in 2013, shareholders were already debating whether Dimon should continue holding both roles following the “London Whale” trading scandal. More than ten years later, after one of the strongest runs by a major U.S. bank in modern history, the debate continues almost unchanged.
Which raises an uncomfortable question for governance professionals:
If combining the CEO and chair roles is such a dangerous governance structure, why is the most famous example of it attached to one of the most successful banks of the past two decades?
That question gets at why this debate never really ends: both sides are obviously right.
The argument for separation is straightforward. The CEO runs the company. The board oversees the CEO. Having the CEO also run the board can sound a bit like letting the quarterback referee the game. ISS, which generally supports shareholder proposals requiring an independent board chair, would agree. So would many institutional investors that routinely back those proposals.
But then reality intervenes.
Glass Lewis takes a more measured position—evaluating proposals case by case and sometimes siding with companies that can point to strong performance, strong governance, and a credible rationale for combining the roles.
That distinction matters because it implicitly acknowledges what the data also shows: sometimes companies actually do work better when one person is clearly in charge. Governance concerns become much more urgent during periods of underperformance, scandal, succession uncertainty, or strategic drift. During exceptional runs, investors tend to rediscover the benefits of “stable leadership.”
Which is why the most interesting finding in a recent comprehensive analysis from The Conference Board via Harvard Law School Forum on Corporate Governance is not that companies are firmly landing on one side of the debate. It is that most companies appear to want optionality.
As of 2025, 42% of S&P 500 companies still had a combined CEO/chair structure—down from 47% in 2020, but hardly a stampede toward separation. Our own data at PeopleReturn currently puts the figure at 39.6%, consistent with that broader trend.
And 79% of S&P 500 companies disclosed governance policies explicitly giving the board flexibility to separate or combine the roles depending on circumstances. Only 15% had policies stating the roles should generally remain separated. Just 5% stated they should generally remain combined.
Everyone else, essentially, reserved the right to decide later depending on how things were going.
That is governance-speak for:
“We would like the flexibility to do whichever thing seems least embarrassing later.”
One place the shift is clearest is in CEO succession. In 2025, just 4.6% of S&P 500 CEO transitions involved the incoming CEO simultaneously being named board chair—down from 7% as recently as 2018.
Incoming CEOs are almost never handed the chair role on day one anymore.
But that does not mean they never get it.
Many boards separate the positions during transitions and recombine them once the CEO is established. The structure increasingly appears to follow the executive, not the other way around.
Which may help explain one pattern in the PeopleReturn data worth watching: women CEOs hold the combined structure at a notably lower rate 34%—compared to 40.2% for male CEOs. Whether that reflects boards applying different standards or simply the fact that most women CEOs are relatively recent appointments, and incoming CEOs rarely receive the chair role simultaneously anymore, is harder to say from the data alone. But it is a pattern worth tracking.
The Conference Board analysis also highlights a piece of the debate that governance discussions often gloss over: when companies do combine the roles, they typically point to a lead independent director as the mechanism for maintaining accountability.
In the S&P 500, 64% of companies with a combined CEO/chair structure cited a lead independent director as a key governance safeguard. Institutional investors have largely accepted this arrangement—provided the role is clearly defined and actually empowered, not simply a title on a business card.
In other words, the real debate is no longer simply “combine or separate.” It is:
“If you combine the roles, is the lead independent director an actual counterweight or just governance decoration?”
That question rarely makes the shareholder proposal headline.
The shareholder proposal track record itself is also revealing. Separation proposals have been filed persistently over the last several years. Financials alone saw 55 such proposals filed across the Russell 3000 between 2020 and 2025—more than any other sector, which is not coincidental given where JPMorgan sits.
Many of those proposals came from just two prolific individual proponents, John Chevedden and Kenneth Steiner, who together filed more than 200 separation proposals during that period.
Average shareholder support has generally remained stuck in the low-30-percent range. Very few proposals have actually passed: two in 2020, and one in 2021.
So the recurring ritual continues:
- proxy advisors recommend separation,
- governance teams debate “independent oversight,”
- shareholders vote,
- Dimon remains both CEO and chair,
- and JPMorgan continues being JPMorgan.
The broader lesson may be that the CEO/chair debate is not really about organizational charts. It is about power—and about how investors feel about concentrated power depending on what it is currently producing.
Investors like checks and balances in the abstract. They also like exceptional CEOs.
Those preferences coexist fairly comfortably right up until performance changes.
What we’re reading:
- The SpaceX IPO and the lost battle for shareholder rights Excerpts of SpaceX’s IPO registration statement reviewed by Reuters say the company is combining supervoting shares, mandatory arbitration, stricter rules on shareholder proposals and Texas corporate law to give control to SpaceX CEO Elon Musk and other insiders. SpaceX also will limit investors’ ability to challenge management, sue in court and force proxy votes. But some corporate governance observers warn that the limits would allow Musk to establish an untouchable power base through the rocket and satellite-communications business. So whatever happened to the institutions that once seemed to be standing up for the little guys? (Reuters)
- Why Two Big Companies Just Cut Paid Family Leave Not long ago, employers were competing over who could be most generous in providing family-friendly benefits — things like paid parental leave, subsidized fertility treatments and even pet insurance. Paid leave was expanded to people who hadn’t gotten it before, like fathers and hourly workers. Now, some companies are reconsidering. The share of U.S. employers offering paid family leave dropped two percentage points in 2025, to 31 percent, according to an annual survey by the Society for Human Resource Management. (New York Times)
- Healthy Workers Are Ditching Company Insurance to Save $1,000 a Month A salaried job with health benefits has long been considered the gold standard of employment in the US. But now, as sharply rising healthcare premiums eat into workers’ pay, young, healthy professionals are rejecting employer-sponsored insurance. Instead, they’re going without coverage or finding cheaper options, saying they can’t afford to be on the company plan. (Bloomberg)
- The AI Layoff Bill Is Coming Due, And CTOs Are Going To Pay It Twice A CTO at a mid-size SaaS company told me last spring that he had cut his QA team by 60% and let the AI handle it. He sounded proud. Six months later his team was rehiring, shipping slower and explaining to the board why three preventable production incidents had cost them an enterprise contract. He is not unusual. He is the pattern. (Forbes)
- 2026 Global Human Capital Trends In our 2026 Global Human Capital Trends survey, 7 in 10 business leaders say their primary competitive strategy over the next three years is to be fast and nimble—to quickly adapt to and capitalize on changing business, customer or market needs. Leaders also report that the two most important drivers of success are accelerating how people and resources are orchestrated to perform work and increasing their organization’s and workforce’s ability to adapt to change and speed. (Deloitte)
- Trump took credit for the massive DEI rollback. He may be right President Donald Trump has taken credit for the large-scale corporate retreat from diversity, equity and inclusion initiatives. A new study suggests he may be right. Catalyst and NYU School of Law’s Meltzer Center for Diversity, Inclusion, and Belonging found that the administration’s efforts – not growing legal scrutiny – are driving the rollback so far. (USA Today) and Checking in on the state of DEI in corporate America Pick a word, any word, to describe the state of DEI in corporate America. Attacked? Certainly. Abandoned? In some cases. But its status is far more complex. (HR Brew)
- JPMorgan and the Delicate Art of Paying Off Employees A staffer raises an embarrassing claim. A probe follows. Deciding what to do next—and whether to offer a payout—gets tricky for employers. (Wall Street Journal)
- They Had the Happiest Jobs in America—2 Years Later, We Asked Again Two years ago, these five roles were found to be the jobs that make Americans happiest—but is it still true today? (Newsweek)
- Diversity is down across the boardroom. It’s bad news for women Women in America’s boardrooms made strides as corporations shuffled their mostly White and male lineups in the face of the historic pushback in 2020. Then came the backlash against diversity initiatives. Today, women occupy just shy of 3 in 10 company board seats in the nation’s largest companies, according to new data from 50/50 Women on Boards. (USA Today)
- Job-hopping is now the fastest path to becoming a CEO—and company loyalty may actually hold you back When Elliott Hill stepped out of retirement two years ago to take the top job at Nike, his LinkedIn profile had a viral moment. The new CEO had spent his entire career at the sports apparel company, starting as an intern in the 1980s before climbing the corporate ladder as high as it goes. That Hill’s resume turned so many heads was telling of how unusual the one-company career path has become. For most aspiring CEOs, in fact, company loyalty may have now become a liability. (Fortune)
- Meta’s Embrace of A.I. Is Making Its Employees Miserable Mark Zuckerberg, Meta’s chief executive, has staked the future of his company on A.I. by weaving the powerful technology into apps like Facebook and Instagram and spending hundreds of billions of dollars on developing A.I. models and data centers. But as the Silicon Valley company tries to transition from an internet firm to an A.I. organization, its embrace of the technology has been awkward and, at times, downright ugly. (New York Times) and Meta’s New Reality: Record High Profits. Record Low Morale Next week, Meta is cutting about 10 percent of its staff. WIRED spoke with more than a dozen current and former employees about what it’s like inside a company where “everyone is unhappy.” (Wired)