Novo Nordisk’s strategy tested as investors push back on board revamp

A leadership shakeup at what was once Europe’s most valuable company was cemented Friday as Novo Nordisk’s controlling shareholder tightened it’s grip on the weight-loss drugmaker, even as minority shareholders express discontent.

Novo has found itself in an increasingly chaotic situation as of late, with shares plunging and investor confidence waning, as its role as the leading player in the highly lucrative weight-loss space is being called into question.

The maker of diabetes and weight-loss drugs replaced its independent board members, including Chair Helge Lund, after it became impossible to reach an agreement between the views of the current board and the Novo Nordisk foundation board — the company’s majority shareholder. The intention to replace the members were announced on Oct. 21.

Lund is replaced by company veteran Lars Rebien Sørensen, already chair of the Foundation board. The 71-year-old also served as Novo Nordisk CEO between 2000 and 2016. Cees de Jong was elected vice chair and Britt Meelby Jensen and Stephan Engels elected members.

Shareholders approved the changes with 93% voting in favor. The foundation controls over 75% of votes.

Mikael Dolsten, formerly head of R&D at Pfizer, decided to withdraw his candidacy ahead of the meeting, due to what Sørensen said was “a situation relating to his former employer.” Novo was until recently caught up in a bidding war with Pfizer over smaller biotech Metsera.

Norges Bank Investment Management (NBIM), one of the larger minority shareholders, said earlier this week it would abstain from voting at Friday’s EGM, indicating discontent. Other shareholders, such as California State Teachers’ Retirement System, also said they intended to vote against the proposal. NBIM and CalSTRS both declined to comment further.

Sørensen acknowledged Friday that some shareholders — including influential ones — have indicated discontent because of trespassing of the governance rules, but flagged the intention of getting back to a “normal situation” as soon as possible.

“I will enter the board with an intention of holding this position for a period of two to three years,” Sørensen said. “My mandate is very clear; I have two important tasks together with the board, first to support the CEO and the management in its transformation plans to regain its competitive, leadership, and second, preparing the way for my successor.”

Novo shares were down 3.2% to $308.25 in midday trading.

“It is rare that a company of that scale to make that degree of change that quickly,” Andrew Pettigrew, Emeritus professor at University of Oxford, and an expert of theories of change, told CNBC.

“It’s usually precipitated by some awful crisis, which is throwing them off a cliff, but probably also a period when they were blind to what was going on underneath them. In other words, they were surprised by a sudden change, and it usually takes that to overthrow an existing power group in a company, especially if they’ve been in power for a long time,” Pettigrew added.

The current board was “too slow in recognizing the significance of the market changes in the United States,” Sørensen told analysts during a call in October.

Novo is broadly viewed as having fallen behind U.S. peer Eli Lilly which has rapidly taken market share from Novo, as its rival drugs Mounjaro and Zepbound have shown more pronounced weight loss at the highest dose.

“It’s a matter of urgency and scope,” Sørensen said in October about the proposed changes to the board, however also saying the foundation is “fully aligned” behind Novo’s current strategy under new CEO Mike Doustdar.

Outgoing Chair Lund said Friday that the differing views were about governance principles, including “transparent and collaborative decision making and appropriate checks and balances.”

The outgoing board members, Lund said, believed that the way these principles were previously applied should be maintained and “this would have been entirely consistent with both the implementation of the necessary changes and with past practice.”

“In our view, it would also have reduced unnecessary negative public attention during a year already marked by complex market challenges,” Lund added.

Another rationale for the board cull is that a new configuration would bring in more people with direct experience from a U.S. consumer perspective to help navigate the challenging market. It comes amid increasing competition both from Eli Lilly and so-called compounding pharmacies that make cheaper copycat version of the drugs, and a shift towards direct-to-consumer sales.  

Like for many pharmaceutical companies, the U.S. is Novo’s largest market. In the first nine months of 2025, the U.S. market accounted for 56% of total sales, measured in Danish kroner.

Analysts, however, have expressed scepticism that the new board will bring in the intended experience. “On balance, it might seem the new board actually possesses less rather than more commercial, large pharma expertise,” Deutsche Bank analyst Emmanuel Papadakis said.

Novo shares have fallen 12% since the board shakeup was announced and have lost 58% since the start of this year. Last week, the company reported third-quarter results that missed estimates, and lowered the upper range of its full-year guidance citing slower growth expectations for Ozempic and Wegovy.

It’s but one of many dramatic happenings taking place at the Danish pharma giant lately.

“There have been so many moves this year that show Novo as a conflicted company,” noted Morningstar analyst Karen Andersen. “With such a new direct-to-patient market emerging as a critical piece of future obesity drug sales growth, and compounders remaining a real competitor in the market, it’s not hard to imagine that the boards and management might not have the same vision for how Novo should respond,” she added.

Over the weekend, Novo pulled out from a dramatic bidding war against U.S. giant Pfizer over an experimental weight-loss drug by clinical-stage biotech Metsera, stepping away from a deal analysts have described as unusual.

The board changes come just months after Novo appointed Doustdar as chief executive, booting former CEO Lars Fruergaard Jørgensen, in part blaming him for the current trajectory of the company and its shares. Doustdar has since announced a reorganisation, including laying off over 10% of employees globally.