Activist Defense Starts Before the First Letter

In June, Heidrick & Struggles published a board effectiveness insight built on Benjamin Franklin’s old line about an ounce of prevention. Their argument: shareholder activism has become too frequent, too sophisticated, and too board-focused to treat as a crisis you respond to. It’s a condition you prepare for.

The numbers behind that argument are hard to ignore. Heidrick reports that activists launched a record 255 campaigns globally in 2025, with the US accounting for 141. That’s a 23% year-over-year increase. Nearly a third of campaigners were first-timers, and more than a third of all campaigns explicitly targeted board change: refreshment, governance reform, leadership credibility. The contest is no longer just about strategy. It’s about the people overseeing it.

The cost of getting caught flat is equally concrete. Citing Deal Point Data, Skadden reported that the eight US proxy contests that went to a vote in the first half of 2025 cost target companies $69.1 million in aggregate, roughly $8.6 million per company, before you count management distraction, delayed execution, and the internal erosion that follows a public fight.

Heidrick’s prescription is a four-part preventive discipline: stress-test your own vulnerabilities the way an activist would, run a forward-looking diagnostic of board composition and performance, insist on decision-grade data rather than reassuring dashboards, and build a credible value creation narrative.

It’s a strong framework. We’d push on one point: the fourth step is where most companies stop one move short. Because a narrative that exists only in the boardroom isn’t a defense. It’s a draft.

The strongest activist defense is built early

Here’s the short version, for boards and IROs who want the takeaway up front: activist preparedness has two layers. The first is governance — the self-assessment and refreshment work Heidrick describes. The second is communications infrastructure — the proxy site, the Investor Day record, the executive video library, and the presentation system that make your value creation story visible, consistent, and verifiable to shareholders before anyone forces the question. Companies that build both layers early control their own story. Companies that build only the first end up arguing from a position of credibility they never made public.

Activists don’t discover facts. They assemble them.

One of the sharpest observations in the Heidrick piece is that activists rarely win by uncovering something new. They win by taking familiar, public facts from filings, TSR comparisons, segment economics, board tenure and assembling them into a story that’s more pointed than the company’s own.

Read that from a communications perspective and the implication is uncomfortable: an activist campaign is, at its core, a competing content operation. The activist arrives with a thesis, a deck, a website, and a media plan. If the company’s answer is a hastily assembled press release and a proxy statement written for compliance rather than persuasion, the activist doesn’t need better facts. They just need a better-built argument.

This is also why one of the blind spots Heidrick flags is inconsistent messaging across earnings calls, proxies, and investor decks and matters more than it looks. Inconsistency isn’t just sloppy. It’s raw material. Every gap between what the CEO said in March and what the deck showed in September is a slide in someone else’s presentation.

What boards get wrong when the letter arrives

In our experience producing contested-situation and investor communications, the pattern is consistent. Companies don’t lose the narrative fight because they lack a story. They lose it because they try to build the delivery system for that story in the middle of the fight.

That looks like: standing up a shareholder site in days under legal review pressure. Recording executive video for the first time when the executives are already defensive. Rebuilding the investor deck mid-contest because the standing version was written for a friendlier audience. Discovering that the company’s last visible, produced statement of its own strategy is three years old.

None of this is a strategy failure. It’s an infrastructure failure. And it’s preventable in exactly the sense Franklin meant.

The communications infrastructure of prevention

So what does activist-ready communications actually look like? Four assets, built or maintained before you need them.

A digital center of gravity. In a contested situation, shareholders, proxy advisors, and journalists all ask the same question: where is the company’s case? A proxy fight site answers it in one controlled destination for the board’s recommendation, materials, governance messaging, video, FAQs, and voting information.

When we built the proxy defense site for Victoria’s Secret & Co., We built the site alongside executive video interviews across three locations because stakeholders based the contested vote on both the supporting documents and whether leadership looked and sounded like a team worth backing. Companies that map their information architecture, messaging, and approval processes before a contest begins are best positioned to launch a site like this quickly.

A public record of the value creation story. Heidrick argues that the strongest narratives have coherence, credibility, and continuity. Investor Days are where all three get tested in public. The board’s answer to “why this strategy, why this team, why now,” delivered on the record is why Investor Day production belongs in an activist-preparedness conversation, not just a marketing calendar. It’s also why the connection runs both directions: often times we’ll create a proxy fight site and the produce a full Investor Day shortly thereafter, turning a complex multi-business story into one coherent investor experience. The site holds the line; the event proves the case.

An executive presence that already exists. The first time investors see your CEO on camera should not be during a contest. Year-round investor relations content such as strategy explainers, leadership interviews, segment stories builds the familiarity and credibility that a defense campaign can draw on instead of manufacture.

A presentation system, not a deck. The proxy, the earnings deck, the Investor Day materials, and the contested-situation presentation should read as chapters of one book. Heidrick notes that leading boards now treat the proxy as a strategic narrative rather than a compliance document. We’d extend that to every investor-facing asset: same story, same structure, same visual logic. Consistency is the cheapest credibility you can buy.

Our perspective: prevention is a production discipline

Investor audiences don’t only evaluate the numbers. They evaluate confidence, coherence, and control — and they read those qualities partly through the quality of what a company puts in front of them. A defense that arrives late, looks improvised, or contradicts itself does damage no set of facts can fully repair.

That’s why we think of activist preparedness the way Heidrick thinks of board effectiveness: as ongoing discipline, not episodic response. The board does the governance work. Someone has to build the system that carries it — and the time to build it is when nothing is on fire.

If a campaign never comes, none of this is wasted. A strong proxy-ready microsite becomes an IR content hub. Investor Day materials compound into a public strategy record. Executive video keeps working across recruiting, media, and shareholder engagement. Prevention, done well, is just good investor communications with a harder edge.

If your board is doing the self-assessment work Heidrick recommends, it’s worth asking one more question in the same session: if the letter arrived Monday, what would shareholders find when they went looking for our side of the story? If the honest answer is “not much yet,” that’s the gap to close — and we’re glad to talk through what closing it looks like.

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