“The core of our advice is simple: make the board’s judgment visible and credible before someone else defines the story.”
In a recent “10 Questions” interview with 13D Monitor’s The Activist Report, Gabriel Hasson, ICR’s Global Head of Governance, Shareholder & Activism Advisory, discusses the evolving shareholder activism landscape and how boards and management teams can prepare for activist pressure, strengthen shareholder engagement, build credibility with investors, and communicate effectively in high-stakes situations.
This interview first appeared in the July 2026 issue of 13D Monitor’s The Activist Report and is being republished with permission.
13DM// Prior to joining ICR, you were an Investment Stewardship Director at BlackRock and an M&A attorney advising corporations. How have those experiences shaped your approach to advising boards and management teams today, and what does your practice at ICR focus on?
GH// Those experiences taught me to view activism through both the investor’s voting lens and the board’s decision-making lens.
At BlackRock, I saw how large institutional investors evaluate companies across thousands of holdings, often with limited time, defined voting policies and a strong focus on credibility. Investors are not only asking whether they agree with every decision. They are asking whether the board has a coherent process, whether strategy and capital allocation are aligned, whether compensation supports the right outcomes and whether management has earned the benefit of the doubt.
My M&A background added a different discipline. In a transaction or contested situation, process, timing, alternatives, disclosure and stakeholder sequencing all matter. A board needs to explain not only what it decided, but why that decision was superior to the alternatives available at the time.
At ICR, we sit at the intersection of corporate governance, shareholder engagement, communications and capital markets strategy.
We help boards and management teams assess vulnerabilities, strengthen and communicate governance practices, build investor trust and respond to investor critiques, M&A scrutiny, compensation and governance challenges, and other high-stakes moments. The core of our advice is simple: make the board’s judgment visible and credible before someone else defines the story.
13DM// How prepared are boards for an activist today versus 10 years ago? How would you advise boards to get prepared?
GH// Boards are more aware of activism than they were 10 years ago, but the environment is also more complex.
A decade ago, many boards thought about activism primarily as a public proxy fight led by a familiar activist fund. In many cases, boards or management teams could ignore or deflect the activist’s demands. Today, pressure is broader, more persistent and less predictable. It can come through private engagement, withhold campaigns, settlement leverage, compensation votes, M&A challenges, media narratives, universal proxy nominations and investors that do not view themselves as activists. The public campaign is often only the last visible stage of pressure that has been building for months.
Preparation should start with an outside-in vulnerability assessment. A board should ask where an activist would attack the company: performance, margins, cost structure, capital intensity, portfolio mix, M&A strategy, balance sheet, board composition, CEO succession, executive compensation or disclosure. That assessment must be grounded in the company’s sector, business model and peer set, because investor concerns vary meaningfully by industry. ICR’s model is not generalist. Our teams bring decades of sector expertise, combined with first-hand experience from Wall Street, journalism, corporate communications, law and politics. Effective preparedness is not a generic proxy-fight playbook or a binder on the shelf. It is a market-informed assessment of the company’s vulnerabilities, shareholder base, investor expectations and credibility against peers.
The best preparation is a standing discipline, not an emergency response. It brings together the board, management, legal, investor relations, communications and outside advisers before pressure becomes public or a vote is at stake. Prepared boards treat activism readiness as a governance, communications and capital markets exercise, grounded in the company’s sector, shareholder base and external narrative. That is the difference between checking the box on preparedness and building a market-facing strategy that can withstand investor scrutiny.
13DM// What are the most strategic ways and means that a company can use to most effectively engage with the media to reach its key stakeholders? How has this evolved over the last 10 years?
GH// The most strategic media approach is to treat communications as stakeholder architecture, not publicity.
In an activist situation, investors are the primary audience. Media matters, but it is a channel to be managed, not the strategy. The company should start by defining the investor message: what shareholders need to understand, what evidence supports the board’s position and how that message will be delivered through investor materials, proxy disclosures, direct engagement and other market-facing channels. Media should then reinforce that strategy and prevent the dissident from defining the public narrative.
That requires sector judgment. Each industry has its own journalists, outlets, platforms and opinion leaders that shape how a company’s story is received. What works in healthcare may not work in consumer, technology or energy. Like a political campaign, both sides are trying to persuade the same investor electorate. The company needs a disciplined message, a clear delivery process and a plan to ensure investors hear the company’s case directly, not only through the activist’s frame.
This has changed significantly over the last decade, particularly in how investors receive, assess and react to activist campaigns. Activists now use websites, investor decks, open letters, videos, podcasts, social platforms, newsletters and targeted media outreach to compress the timeline and frame the debate for shareholders. A traditional press release is rarely enough. The company needs a narrative that works across formats, with the discipline to ensure every message reinforces the board’s process, the company’s strategy and the path to value creation.
The objective is not to win a news cycle for its own sake. The objective is to help the right stakeholders understand why the board’s path is credible, value-enhancing and superior to the alternatives being proposed.
13DM// The PR around advising companies on activist engagements is not just writing press releases and reviewing letters. Tell us what other services you offer your clients and how you advise them beyond that.
GH// In an activist situation, communications advisory is the externally visible layer of a broader preparedness and response effort.
A serious response starts before anything is public. We help clients identify governance, strategic, financial and communications vulnerabilities; assess likely activist theses; map the shareholder base; understand voting dynamics; prepare for proxy adviser scrutiny; and build a coordinated response architecture across the board, management, legal, investor relations and communications teams. That work often includes board education, scenario planning, message testing, investor engagement planning, media monitoring, employee communications and preparation for settlement, proxy contest or annual meeting scenarios.
When a campaign becomes active, the question is not simply what to say. It is what to say, to whom, when, through which channel and with what support. A shareholder letter, investor presentation, media statement, proxy disclosure and director talking points all need to tell the same story. If the capital allocation narrative says one thing, the compensation disclosure says another and investor outreach says something else, trust erodes quickly.
That work is most effective when it begins outside the heat of a campaign. Off-season engagement gives companies a chance to understand investor priorities, address vulnerabilities, test the equity story and build credibility with long-term shareholders before an activist appears. It is especially important with index and other long-only investors, where trust is built over time through consistent engagement, clear disclosure and evidence that the board is responsive to shareholder feedback.
Our role is to help companies integrate substance and communication. In high-stakes activism, credibility comes from alignment among strategy, governance, financial performance, board process and investor engagement. The practical goal is not noise reduction. It is decision quality, message discipline and investor confidence.
13DM// What communication mistakes can quickly erode shareholder trust during an activist situation?
GH// Trust erodes fastest when the company sounds more defensive than rigorous, or when external pressure exposes misalignment between the board and management. In an activist situation, shareholders look for evidence that the board is unified, objective and in control of the process, not reacting defensively to being attacked.
The most common mistake is dismissing the activist without engaging the substance of the critique. Investors may ultimately disagree with the activist, but they expect the board to evaluate the issues objectively. Personal attacks, reflexive claims that an activist is short-term, or statements that minimize underperformance can all damage credibility. The same is true when a company overpromises margin improvement, capital returns, portfolio change or M&A outcomes in response to pressure.
Another common mistake is inconsistency. Shareholders will compare what the company says during a campaign with what it said on prior earnings calls, in proxy statements, in compensation disclosures and in investor presentations. If the board suddenly discovers issues it previously ignored, or changes its governance posture only after being challenged, it needs to explain the process and rationale clearly. This is why off-season engagement matters. Companies that have already explained their strategy, governance rationale and board responsiveness to key investors are better positioned to preserve credibility when pressure arrives.
Companies also lose trust when the board, management, investor relations and communications teams are not aligned. Mixed messages create the impression that the company is reacting rather than governing.
The better approach is measured and fact-based. A company should acknowledge legitimate issues, explain how the board is evaluating them, avoid unnecessary rhetoric and tie any response to a credible plan. Shareholders do not expect perfection. They expect candor, discipline and evidence that the board is in control of the process.
13DM// How has communication with institutional investors and index funds changed over the past 10 years?
GH// Institutional investor communication has become more fragmented, more policy-driven and more bespoke than it was 10 years ago.
Large index funds are often described as passive, but their voting influence is not passive. At the same time, the old model of assuming one institutional “house view” is less reliable. Voting choice, pass-through voting, custom policies, changes in stewardship team structures, proxy adviser evolution and regulatory uncertainty have made the vote harder to forecast. In some cases, the portfolio manager, stewardship team, governance policy function, external voting platform and end client may all influence the final outcome in different ways.
That changes how companies need to engage. A board cannot rely on a generic governance roadshow or assume that the same message will work for every institution. The company needs to understand who owns the shares, who votes them, which policies apply, what issues are material to that investor and how the company’s disclosure will be read by both humans and voting systems.
This is especially important cross-border. Activism and stewardship do not look the same in the U.S., Canada, Europe, Japan, APAC or Latin America because ownership structures, legal regimes, liquidity, index inclusion and local governance norms differ.
The practical takeaway is that shareholder engagement now requires more precision. Companies need to know not only what their investors think, but how their investors make decisions. They also need to understand how perception and reputation influence investor confidence and, over time, valuation. That is where ICR’s combination of deep sector knowledge, capital markets experience and understanding of investor behavior becomes especially important.
13DM// What advice do you give boards facing their first activist approach?
GH// The first priority is to slow the situation down without losing control of the process.
When an activist first approaches the company, it can feel personal, but the board should resist the urge to react emotionally, reject the thesis reflexively or settle too quickly. The company should create a disciplined process to understand the activist’s economic position, objectives and credibility, while evaluating the substance of the critique against the company’s strategy, performance, governance profile and shareholder base. The first meeting should be used to listen, ask precise questions and avoid commitments before the board has completed its analysis.
The board should then pressure-test the activist’s argument against the company’s strategy, performance, capital allocation, governance profile and shareholder base. It should ask how major investors and proxy advisers are likely to view the issue, what public vulnerabilities already exist and whether the company has previously signaled changes that could support or undermine its response.
If the matter becomes public, communications should show that the board is engaged, informed and open to value-enhancing ideas, while making clear that it will exercise independent judgment. The worst early response is one that appears either dismissive or panicked.
The first few days are about discipline and information. Boards that create a structured process early preserve more strategic flexibility later, whether the right outcome is engagement, settlement, operational change, governance reform or a contested vote.
13DM// What is the biggest misconception executives have about activist investors?
GH// The biggest misconception is that activists are either villains to be defeated or experts to be followed.
Neither framing is useful. Activists are economic actors with different strategies, time horizons, levels of sophistication and levels of credibility. Some identify genuine underperformance, capital allocation problems or board composition issues that other shareholders already see. Others may propose changes that underestimate operational complexity, regulatory constraints, transaction risk, execution risk or the company’s long-term strategy.
Executives sometimes assume investors will automatically support management if an activist lacks a long track record. That is not a safe assumption. Under universal proxy, a credible thesis and credible nominees can receive support even when the activist is not a household name. Conversely, a well-known activist does not automatically have the better plan. The quality of the case matters.
The board’s job is not to defend management as a matter of loyalty, and it is not to outsource strategy to the loudest shareholder. The board’s job is to evaluate the activist’s proposal against risk-adjusted value creation, feasibility, timing, stakeholder impact and available alternatives.
The most effective boards treat activism as market feedback. Sometimes it is useful feedback. Sometimes it is incomplete or flawed. Either way, it deserves disciplined analysis rather than reflexive agreement or reflexive opposition.
13DM// When you look at the most successful boards you’ve worked with, what common traits do they share in how they engage with shareholders and respond to pressure?
GH// The most successful boards are candid about their vulnerabilities before the market forces them to be.
They regularly examine the company from the outside in. They think like investors and understand where the company is most likely to face scrutiny: lagging performance, an unclear strategy, vulnerable compensation practices, board skill gaps or capital allocation decisions that may be questioned. They also know what their major shareholders actually care about, not just what management hopes they care about.
In engagement, these boards are prepared and substantive. They do not treat shareholder outreach as a scripted exercise. Directors are used appropriately, management and investor relations are aligned, and the company can explain how governance, strategy, capital allocation and leadership decisions fit together. That consistency matters when pressure arrives.
Under activism, the strongest boards avoid bunker mentality. They separate the defense of board judgment from the defense of the status quo. They are willing to make changes when the facts support change, including board refreshment, disclosure improvements, compensation adjustments or portfolio actions. They are also willing to contest an activist when the thesis is flawed and the board can explain why.
The common trait is credibility. Successful boards earn the benefit of the doubt before they need it, and preserve it by showing discipline when pressure increases.
13DM// Last year was another record year in terms of volume for shareholder activist campaigns and the dollars invested in them. And about one third of all campaigns were initiated by traditionally non-activist investors. What should we take away from that? How different is your job advising a board when the activist does not have an extensive track record?
GH// The takeaway is that activism has become a mainstream capital markets tool, not only a specialist hedge fund strategy.
When traditionally non-activist investors use activist tactics, it tells boards that the playbook has broadened. Public letters, withhold campaigns, director nominations, M&A opposition, push-to-sell theses, capital allocation demands and media pressure are no longer limited to a small group of repeat activists. Some campaigns are still led by sophisticated specialists. Others are event-specific, founder-led, institutionally backed or driven by investors that see activism as one tool in a broader value strategy.
When the activist lacks an extensive track record, the advisory work becomes more analytical and less pattern-based. You cannot rely on a familiar history of tactics, settlement preferences or escalation patterns. You need to build the profile from the ground up: ownership, cost basis, economic exposure, allies, advisers, nominees, credibility with institutions, media strategy, legal posture and likely endgame.
A newer activist may make mistakes, but that does not mean the campaign is weak. If the thesis resonates with shareholders, if the company has visible vulnerabilities and if the nominees or proposed changes are credible, the campaign can matter quickly.
Boards should not rank activist risk by brand recognition alone. The more important question is whether the argument will resonate with the investors who decide the vote.
Gabriel Hasson is Global Head of Governance, Shareholder & Activism Advisory and a Managing Director at ICR, where he helps companies navigate the intersection of corporate governance, shareholder engagement and capital markets strategy. He advises boards and executives on governance practices, shareholder engagement, activism preparedness, M&A and other high-stakes situations. Prior to joining ICR, Gabe was an Investment Stewardship Director at BlackRock, overseeing a portfolio of more than $400 billion across the U.S., Canada and Latin America. Earlier in his career, he was an M&A attorney and held senior roles at Institutional Shareholder Services (ISS) and Deloitte.
Gabe serves on the Public Policy Committee of the International Corporate Governance Network (ICGN), the Markets Advisory Council at the Council of Institutional Investors (CII), and is an advisory board member of BH Compliance. He is also a member of the GRI Stakeholder Council.
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