Last week, Nestlé, the $244 billion food conglomerate behind some of the world’s most beloved candy and coffee brands, announced that its CEO, Laurent Freixe, had been dismissed for violating the company code of conduct after just one year on the job.
An investigation had confirmed reports that he was having an inappropriate relationship with a direct report, the company said. Nestlé, a category laggard whose share price has been slipping, had already installed a new CEO, Philipp Navratil, an internal hire who previously led the company’s Nespresso business. The subtext of the press release was clear: Nothing to see here.
Despite the lack of kiss cams and celebrity hijinks, however, the story has continued to hold people’s attention, prompting conversations about the ethical nuances of consensual office romances, changing norms for how companies handle them, and the standards for personal behavior that CEOs are held to.
Here are some takeaways from Nestlé’s CEO ouster:
The consequences for an improper romance can be severe
Boards have less tolerance now for CEO misconduct, like office romances, compared to 20 or 30 years ago, and are generally moving quickly to replace problematic leaders. The exits following a scandal like this can be far more punitive than when leaders are removed for performance issues, often with “golden parachutes.” As my colleague Eva Roytburg reported, Freixe left Nestlé without any pay package.
The shift toward tough enforcement is partly due to concerns about perceptions of the company. “The scrutiny is both internal and external,” says Schloetzer, adding that it goes beyond shareholders. “It’s boards, it’s peers in the C suite, it’s people one level below the C suite. Everybody has a heightened sense of what’s the right thing to do, and the leash for not doing the right thing has become shorter and shorter.”
The devil is in the details of disclosure
Nestlé’s news release said the ex-CEO was being dismissed not just for having a relationship, but for having an undisclosed relationship. (Freixe was reportedly investigated twice and denied the affair during the first inquiry.)
So would he have been safe if he had come clean?
Probably not, as a chief executive. Most companies have a zero-tolerance policy for CEOs dating employees because no matter where they are on the org chart, the power imbalance is too great for there not to be questions about the CEO’s decision-making and ethics. “I mean, human resources and the board would have to go through some pretty serious mitigation to assuage concerns of favoritism or retaliation or harassment,” says Jason Schloetzer, associate professor at Georgetown University’s McDonough School of Business.
That said, work has always been and is still a common place for people to meet (even if it’s no longer the starting point for one in five relationships, as it was in the latter part of last century). For executives who aren’t CEOs, disclosure of a relationship can sometimes address the problem, along with a reorganization so that one lovestruck employee doesn’t report to the other.
Boards have been known to look past misconduct by high performers
Although star CEOs have been taken down by affairs, it’s also true that when a CEO is not living up to expectations, the board might find a way to send that CEO packing using corporate policy for cover, says Schloetzer. Before he became an academic, the professor tells Fortune, he became aware that “it is not unusual for companies to do things to get the conclusion that they’re looking for.”
“For instance, I can suddenly decide to audit expense reports just to make sure that everybody’s expense reports are following company practices,” he says. “And lo and behold, this person was not following company practices. Now I have a reason to get rid of them.”
Kabrina Chang, clinical professor of business law and ethics at Boston University’s Questrom School of Business, agrees, adding that on the flip side, businesses have a way of willfully ignoring poor behavior when it comes to rainmakers.
But complaints from employees about a leader’s behavior can sometimes force action. “While a hypothetical board member might turn a hypothetical blind eye,” she says, employees don’t have the same incentive to do so.
If your spouse used to report to you, you probably shouldn’t be a CEO
The Nestlé board overlooked an important detail about Freixe when he was first nominated for the corner office, argues Guido Palazzo, a professor of business ethics at the University of Lausanne and co-author of The Dark Pattern: The Hidden Dynamics of Corporate Scandals:According to reports, the CEO married a woman he met at Nestlé; the pair disclosed the relationship, then she left the company.
Nestlé’s board would likely have been aware of that background, and hiring him anyway sent a mixed message. “He should never have become CEO if this behavior was not acceptable at Nestlé,” says Palazzo. “Instead, it was tolerated, and he continued to be promoted.”
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Good morning. As audit committees confront a rapidly expanding risk landscape, their role in corporate governance is being reshaped. Boards have often turned to current and former CFOs as independent directors, particularly for audit committees, because of their ability to translate complex operational and financial realities into effective oversight.
For example, this month, J. Michael Hansen, former EVP and CFO of Cintas Corporation, was appointed to the audit committee at Paychex. In July, Britt Vitalone, EVP and CFO of McKesson Corporation, was appointed to the audit committee of Align Technology’s board of directors. And in November, Catherine Birkett, CFO of GoCardless, was named chair of the audit and risk committee at Twinkl.
I attended the launch event of the Institute of Internal Auditors’ (IIA) Global Audit Committee Center last week in Washington, D.C., which addressed the challenges and opportunities facing audit committees. The center is designed to be a resource to strengthen the alliance between audit committees of boards and internal audit in a fast-changing risk environment. It offers research, webinars, and events and will ultimately add formal training programs.
“The center has a very strong core belief—well-informed, engaged, and well-supported audit committees are essential to corporate governance,” said Anthony Pugliese, president and CEO of the IIA.
Pugliese emphasized that board audit committees need to turn to internal audit to truly understand what is happening inside an organization. The event drew members from across the U.S. and around the world, including Canada, Europe, Africa, Latin America, and the Middle East, with Abdullah Alshebeili, CEO of the Saudi Authority of Internal Auditors, in attendance.
CFOs, in particular, work with internal audit on risk assessment, internal controls, and audit readiness, and they share information on financial processes and control issues. Finance chiefs also communicate regularly with the board’s audit committee.
AI and analytics reshape how audit committees see risk
During a panel discussion at the event, Ann Cohen, CFO of the IIA, said audit committees are increasingly using AI and advanced technology to connect different types of risk—third-party, financial, operational, cyber, and regulatory. They are using analytics to surface anomalies and emerging risks earlier, support proactive oversight, and run “what if” analyses before risks materialize. “It allows us to be more responsive to risks and provide more robust assurance to stakeholders,” she said.
A major focus is “everyday AI,” said Sarah Francis of the EY Center for Board Effectiveness. “I think audit committees are really also looking at, ‘How do we start to touch, feel, smell, and get used to the products that are out there?’” Directors, many of whom are active executives, are also thinking about how to deploy these tools effectively. “There have to be clear governance frameworks for AI and analytics,” she said, noting that prompts—and the people who craft them—matter. She highlighted the need for experts who can help frame broader questions around ethics within responsible AI frameworks.
Audit committees can and should engage with technology as they work toward a fully defined plan, commented Luke Whorton, executive search and leadership consultant at Spencer Stuart in the firm’s Financial Officer Practice. “How do you create a foundation, but one that’s agile and responsive, because it’s going to continue to change rapidly?” he asked.
“Audit committees need to be curious,” Cohen said. “They need to challenge management on their inputs, on their assumptions and their judgment, and on what they’ve embedded into their AI outputs.”
The committees that challenge assumptions and lean into technology, alongside strong partnerships with internal audit, could be well-positioned to safeguard trust in an uncertain world.
Linda LaGorga will step down as CFO of Entegris, Inc. (NASDAQ: ENTG), an advanced materials science provider, effective Feb. 28. Effective March 1. Mike Sauer, Entegris’ VP, controller and chief accounting officer, will assume the role of interim CFO, in addition to maintaining the responsibilities of his current role. LaGorga will serve as a senior advisor to Entegris through May 15. Entegris has initiated a search process for a permanent CFO with an executive search firm. Sauer has 37 years of experience in finance and accounting roles at Entegris.
Hugo Doetsch was appointed CFO of AuditBoard, a governance, risk, and compliance platform. Doetsch brings over two decades of financial leadership and strategic operating experience to AuditBoard. Most recently, he served as CFO at symplr, an enterprise health care operations software provider. Before that, he was CFO at NetDocuments, a cloud-based content management platform. Doetsch also held senior leadership roles at Ping Identity, where he assisted the company in a 2019 initial public offering.
Big Deal
The 2026 Fortune World’s Most Admired Companies list was released this morning. The annual ranking of corporate reputation is based on a poll of some 3,000 executives, directors, and analysts.
Apple has been No. 1 for 19 consecutive years. Amazon and Microsoft have filled out the top three for seven years in a row. Berkshire Hathaway (No. 6) and Alphabet (No. 8) have each been in the top 10 for well over a decade. Berkshire, the conglomerate nurtured by Warren Buffett, holds the distinction of having been on the All-Star list every single year since it launched in 1998; it shares that honor with Microsoft, Coca-Cola, Toyota Motor, and Johnson & Johnson.
Going deeper
“Who Gets Replaced by AI and Why?” is a report in Wharton’s business journal. New research from Wharton’s Pinar Yildirim explores how AI can impact employee motivation when it is implemented in the wrong part of a team’s workflow. The research addresses topics such as how managers should deploy AI capacity in teams and which positions are most vulnerable to being displaced by AI.
Overheard
“Working closely with David Ellison and this exceptional management team made the decision to resign from the board and jump in fully as CFO an easy one.”
—Dennis K. Cinelli wrote in a LinkedIn post on Tuesday regarding his appointment, effective Jan. 15, as CFO of Paramount, and his resignation from the company’s board. Most recently, Cinelli served as CFO of Scale AI, and he previously held senior finance and operational roles at Uber.
I love watching “Next Man Up” basketball, where the spotlight rotates unpredictably. One night it’s the bench guard dropping 30, the next it’s the role player posting a triple-double.
CapitalG’s Jill Chase—who captained her college basketball team at Williams College—says this logic actually applies to Alphabet’s growth firm. When I ask her what basketball team is most like CapitalG, she lists the WNBA’s Golden State Valkyries.
“Everybody has a different skill set, and everybody is willing to drop anything to help each other win,” said Chase. “It’s a different person every night who wins the game. And I think that’s really consistent with the way CapitalG is building its culture.”
For the first time since the firm was started in 2013, it’s promoting two general partners, Chase and Alex Nichols, Fortune has exclusively learned. Chase, who joined CapitalG in 2020 specifically with a thesis around AI, has backed Abridge, Baseten, Canva, LangChain, Physical Intelligence, and Rippling.
Nichols, meanwhile, joined CapitalG in 2018 as an associate and was promoted to partner just two years ago. He previously worked with managing partner Laela Sturdy on the firm’s investments in Duolingo, Stripe, and Whatnot, and recently led CapitalG’s investment in Zach Dell’s energy startup BasePower. At a moment where there’s mounting angst around data centers and what it will take to power them, Nichols has a surprising take on how AI will affect energy—that both batteries and solar are getting cheaper and better at something like Moore’s Law speed. Those twin cost curves, over time, should actually drive energy prices down.
“I’m actually very optimistic about the future of energy prices,” he said. “You look at the history of energy consumption versus GDP. And cheap energy means more production, more income, and means a higher standard of living.”
At a moment when venture is perhaps more competitive than ever—and there are certainly some solo GPs out there making their mark—there’s an argument that as lines blur between disciplines in an AI-ified world, venture is by necessity a team sport.
Sturdy—who’s been CapitalG’s managing partner since 2023 (and also captained her college basketball team)—and Chase both have clearly taken some learnings from their time on the court. Chase sees venture overall as becoming more team-oriented: “Historically, it used to be like ‘you made general partner, go out and win your deal.’ To me, that’s not the right way to be successful in venture ever.”
Sturdy adds that in basketball, like venture, “We have to look at the scoreboard every once in a while, and you have to get back up when you get crushed… And, of course, coming together is better than playing alone.”
Term Sheet Podcast…This week, I spoke with Exelon CEO Calvin Butler. As resource-hungry data centers continue to sprout across the country, many are questioning whether the nation’s utility network can keep pace with such large-scale demand. Butler says it can. Listen and watch here.
Joey Abrams curated the deals section of today’s newsletter.Subscribe here.
VENTURE CAPITAL
– humans&, a San Francisco-based AI lab, raised $480 million in seed funding. SVAngel and GeorgesHarik led the round and were joined by NVIDIA and others.
– Emergent, a San Francisco-based platform designed for AI software creation, raised $70 million in Series B funding. Khosla Ventures and SoftBank led the round and were joined by Prosus, Lightspeed, Together, and Y Combinator.
– Exciva, a Heidelberg, Germany-based developer of therapeutics designed for neuropsychiatric conditions, raised €51 million ($59 million) in Series B funding. Gimv and EQTLifeSciences led the round and were joined by FountainHealthcarePartners, LifeArcVentures, and others.
– Pomelo, a Buenos Aires, Argentina-based payments infrastructure company, raised $55 million in Series C funding. Kaszek and InsightPartners led the round and were joined by IndexVentures, AdamsStreetPartners, S32, and others.
– Cloover, a Berlin, Germany-based operating system designed for energy independence, raised $22 million in Series A funding. MMCVentures and QEDInvestors led the round and were joined by LowercarbonCapital, BNVTCapital, BoschVentures, and others.
– Statusphere, a Winter Park, Fla.-based influencer marketing technology platform, raised $18 million in Series A funding. VolitionCapital led the round and was joined by HearstLab, 1984Ventures, and HowWomenInvest.
– DominionDynamics, an Ottawa, Canada-based defense technology company, raised $21M CAD ($15.2M USD) in seed funding. Georgian led the round and was joined by BessemerVenturePartners and BritishColumbiaInvestmentManagementCorporation.
– Cosmos, a New York City-based image collection and discovery platform, raised $15 million in Series A funding. ShineCapital led the round and was joined by Matrix and others.
– Mave, a Toronto, Canada-based real estate AI company, raised $5 million in seed funding from StaircaseVentures, RelayVentures, N49P, and AlatePartners.
– Stilla, a Stockholm, Sweden-based developer of an AI designed to accommodate entire teams, raised $5 million in pre-seed funding. GeneralCatalyst led the round and was joined by others.
– AsymmetricSecurity, a London, U.K. and San Francisco-based cyber forensics company, raised $4.2 million in pre-seed funding. SusaVentures led the round and was joined by HalcyonVentures, OverlookVentures, and angel investors.
PRIVATE EQUITY
– ConnectWise, backed by ThomaBravo, acquired zofiQ, a Toronto, Ontario-based agentic AI technology company designed to automate high-service desk operations. Financial terms were not disclosed.
– GrantAvenueCapital acquired 21stCenturyHealthcare, a Tempe, Ariz.-based vitamins, minerals, and supplements company. Financial terms were not disclosed.
– HighlanderPartners acquired Tapatio, a Vernon, Calif.-based hot sauce brand. Financial terms were not disclosed.
– PlatinumEquity acquired CzarnowskiCollective, a Chicago, Ill.-based exhibit and events company. Financial terms were not disclosed.
– UnitedBuildingSolutions, backed by AEIndustrial, acquired DFWMechanicalGroup, a Wylie, Texas-based HVAC solutions company. Financial terms were not disclosed.
IPOS
– PicPay, a Sao Paolo, Brazil-based digital bank, now plans to raise up to $435.1 million in an offering of 22.9 million shares priced between $16 and $19 on the Nasdaq. The company posted $1.7 billion in revenue for the year ended September 30. J&F International and BancoOriginal back the company.
– EthosTechnologies, a San Francisco-based online life insurance provider, plans to raise up to $210 million in an offering of 10.5 million shares priced between $18 and $20. The company posted $344 million in revenue for the year ended Sept. 30. GeneralCatalyst, HeroicVentures, EricLantz, and others back the company.
FUNDS + FUNDS OF FUNDS
– BlueprintEquity, a La Jolla, Calif.-based growth equity firm, raised $333 million for its third fund focused on enterprise software, business-to-business, and tech-enabled services companies.
PEOPLE
– Area 15 Ventures, a Castle Pine, Colo.-based venture capital firm, promoted AdamContos to managing partner.
– BullCityVenturePartners, a Durham, N.C.-based venture capital firm, hired CarlyConnell as a principal.
– HarvestPartners, a New York City-based private equity firm, promoted LucasRodgers to partner, MatthewBruckmann and IanSingleton to principal, and ConnorScro to vice president on the private equity team.
– Wingman Growth Partners, a Greenwich, Conn.-based private equity firm, hired CheriReeve as CFO. She previously served as principal and CFO at AtlasHoldings.
Davos 2026: reading the signals, not the headlines | Fortune
Louisa Loran advises boards and leadership teams on transformation and long-term value creation and currently serves on the boards of Copenhagen Business School and CataCap Private Equity.At Google, Louisa launched a billion-dollar supply chain solutions business, doubled growth in a global industry vertical, and led strategic business transformation for the company’s largest customers in EMEA—working at the forefront of AI, data, and platform innovation. At Maersk, she co-authored the strategy that redefined the brand globally and doubled its share price, helping pivot the company from traditional shipping to integrated logistics. Her career began in the luxury and FMCG space with Moët Hennessy and Diageo, where she built iconic brands and led innovation at the intersection of heritage and digital transformation.
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