NVO Stock Falls Amid Governance Shift as Foundation Seeks New Board

Novo Nordisk NVO has moved to convene an Extraordinary General Meeting (EGM) after a rare and public disagreement over board composition between its current board of directors and the Novo Nordisk Foundation, the company’s controlling shareholder. The decision marks a significant and unexpected governance shake-up at one of the largest healthcare companies. The EGM will be held on Nov. 14, 2025, during which new members will be elected to the board of directors, signaling a potential realignment of corporate leadership and strategic direction. Following the news, NVO shares lost 1.7% on Tuesday and continue to decline in the pre-market hours today.

Per Novo Nordisk, discussions between the board and the Foundation failed to produce a shared vision for the board’s future composition. The existing board favored a measured renewal strategy, adding select new competencies while preserving continuity. However, the Foundation pushed for a more extensive reconfiguration. Given the Foundation’s majority voting power, the board decided that it was in the best interest of NVO and its shareholders to call an EGM to resolve the matter and ensure governance clarity. As part of the transition, Chair Helge Lund, Vice Chair Henrik Poulsen, and five independent board members will not stand for re-election. Only Kasim Kutay, CEO of Novo Holdings, and the four employee-elected board members will remain.

The Foundation has proposed a new slate of directors to be elected at the EGM, including Lars Rebien Sørensen, former CEO of Novo Nordisk, as Chair, Cees de Jong as Vice Chair, and Britt Meelby Jensen, Mikael Dolsten and Stephan Engels as members. Two additional members, including Helena Saxon, are expected to be proposed at the company’s next Annual General Meeting (AGM) in March 2026. Sørensen is expected to serve as Chair for a limited term of 2-3 years, with a dual mandate to support the execution of Novo Nordisk’s transformation agenda under the new CEO and to identify a new long-term chair to lead the company into the next decade.

Year to date, NVO stock has plunged 36.3% against the industry’s 6% growth.

In parallel, the Foundation is also restructuring its investment arm, Novo Holdings, to align leadership across the group. Sørensen will step down as Chair of Novo Holdings, with Lars Green, former CFO of Novozymes (now Novonesis), set to take over the role. Britt Meelby Jensen, currently CEO of Ambu, will become Vice Chair. The changes at Novo Holdings will come into effect in November 2025 and are expected to consolidate the Foundation’s oversight of its most valuable asset, Novo Nordisk.

The EGM will be held virtually, with shareholders encouraged to participate through proxies, advance voting, or webcast. For investors, this rapid and coordinated leadership reshuffle underscores the pivotal role of the Foundation in shaping Novo Nordisk’s governance and long-term strategy. While the full implications for corporate strategy remain to be seen, the shake-up highlights the Foundation’s intent to steer the company more assertively, potentially accelerating strategic shifts at a time when Novo Nordisk’s market leadership in diabetes and obesity therapies is drawing heightened global attention.

The Rationale Behind NVO’s Sudden Governance Shift

Novo Nordisk has achieved tremendous commercial success with its semaglutide-based (GLP-1) drugs, Wegovy and Ozempic for obesity and diabetes, respectively, in the past few years. NVO was once crowned as Europe’s most valuable company. However, the company’s growth trajectory has suffered severely since mid-2024.

In July 2025, NVO revised its sales and profit outlook for the year, reflecting slower-than-expected uptake for Wegovy and Ozempic, due to intensifying competition from arch-rival Eli Lilly LLY and compounded semaglutide alternatives in its largest obesity market, the United States. To tackle the same, Novo Nordisk announced a major restructuring program in September 2025, aimed at streamlining operations and reinvesting in its core diabetes and obesity businesses. The plan includes reducing its global workforce by about 9,000 employees, targeting annualized savings of around DKK 8 billion by 2026.

Novo Nordisk also underwent a major transition in its executive management as CEO Lars Fruergaard Jørgensen stepped down due to market headwinds and a decline in the company’s stock since mid-2024. The board appointed Maziar Mike Doustdar as its new president and CEO, who took office on Aug. 7, 2025.

Although the Foundation fully supports the appointment of the new CEO and the recently announced restructuring plan, it believes that the management and the board failed to adequately anticipate and respond to the rapid shifts in the weight-loss market that triggered the downturn. In the Foundation’s view, an accelerated board renewal, rather than waiting until the ordinary AGM in March, is necessary to protect shareholder interests and restore strategic agility. The newly elected board’s immediate priority will be to execute on the transformation agenda and work toward regaining Novo Nordisk’s growth momentum.

Eli Lilly is Novo Nordisk’s fierce competitor in the diabetes/obesity space. LLY’s tirzepatide-based drugs, Mounjaro (for diabetes) and Zepbound (for obesity), have captured rapid demand and market share. Despite being on the market for less than three years, both drugs have become Eli Lilly’s key top-line drivers. In the first half of 2025, they generated combined sales of $14.7 billion, accounting for 52% of LLY’s total revenues. Lilly’s Mounjaro and Zepbound follow a dual mechanism of action as a GIP and GLP-1 RA.

Novo Nordisk A/S Price and Consensus

Novo Nordisk A/S price-consensus-chart | Novo Nordisk A/S Quote

NVO’s Zacks Rank and Stocks to Consider

Novo Nordisk currently carries a Zacks Rank #4 (Sell).

Some better-ranked stocks in the overall medical sector are Alnylam Pharmaceuticals ALNY and ANI Pharmaceuticals ANIP, carrying a Zacks Rank #2 (Buy) each at present. You can see the complete list of today’s Zacks #1 (Strong Buy) Rank stocks here.

In the past 60 days, estimates for Alnylam’s 2025 earnings per share have risen from $3.34 to $3.88. During the same period, earnings per share for 2026 have increased from $9.23 to $10.28. Year to date, ALNY’s shares have surged 101.4%.

Alnylam’s earnings beat estimates in three of the trailing four quarters, while meeting the same on the remaining occasion, with an average surprise of 348.36%.

In the past 60 days, estimates for ANI Pharmaceuticals’ 2025 earnings per share have risen from $7.25 to $7.29. During the same period, earnings per share for 2026 have increased from $7.74 to $7.81. Year to date, ANIP’s shares have rallied 72.6%.

ANI Pharmaceuticals’ earnings beat estimates in each of the trailing four quarters, with an average surprise of 22.66%.

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