In the style of ESPN, The Proxy Countdown is an American pre-game show broadcast by Free Float as part of the company's coverage of the the executives and directors who control the corporate world. The show spotlights important CEO transitions, features contentious boardroom battles, and highlights shareholder votes at the alternative democracy of annual corporate shareholder meetings. Because unlike athletes, investors can get in the game.
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May 29, 2026
Board scenario models at Walmart, plus Amgen won’t move your piano
This is Proxy Countdown. Welcome to the big show for the week of May 25, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:BP Ousts a BullyNo foosball tables for the new CFO at AmgenAn activist investor calls a board “lazy”Welltower investors decide they hate the NEOs’ $1.5B in equity awardsAnd on the Big Vote, Matt talks Walmart<TRADE WIRE BUMPER>Trade WireTop Stories: 88 Filings since May 14thThe headlinesBP ousts chair over ‘serious’ governance, oversight concernsThe oil giant’s board removed Albert Manifold from his roles as chair and director this week, effective immediately. He faced a contingent of investor opposition at BP’s recent annual meeting.Ousted BP Chair Hits Back at ‘Lies’ About His ConductAlbert Manifold was abruptly fired by the oil major this week amid concerns about bullying behaviorTYSON FOODS lead independent director Jeffrey K. Schomburger will become CEO, replacing Donnie King, who will remain on the boardSchomburger has served on the board since 2016 and most recently served as Global Sales Officer for The Procter & Gamble Company from 2015 to 2019Clorox CEO Linda Rendle to Step Down for Health ReasonsThe company says it will begin a comprehensive CEO search process to succeed herNEOsLinda Rendle 47/2016 Chair/CEO (2020-)Nina Barton 52/2024 Group President – Care & ConnectionLuc Bellet 47/2025 CFOStacey Grier 62/2019 Executive Chief of StaffAngela Hilt 53/2020 Chief Legal and External Affairs OfficerChris Hyder 50/2021 Group President – Health & HygieneKirsten Marriner 53/2016 Chief Administrative OfficerEric Reynolds 55/2015 Chief Operating and Strategy OfficerBoard5F/6MDown to 2FStupid moneyAMGEN INC (AMGN) New CFO Thomas Dittrich:$18.7M golden hello: $5.1M cashstandard relocation benefits:Immigration;Pre-Assignment Home Finding Trip (and any qualified eligible dependents);Final Travel to the Host Location;Shipment of Household Goods & Personal Effects (including the professional survey, packing, surface shipping, delivery, insurance, uncrating, unpacking, in-transit storage and reasonable import duties on used household goods and personal effectsbut will NOT cover Food and perishable items, Alcohol, Pianos, Major electrical and gas appliances, Plants, Weapons, Heavy or bulky hobby equipment, such as billiards tables and exercise equipment, Jewelry, furs, precious stones, legal documents, securities, money, artwork, Non household pets or livestock, Planes, boats, motorcycles and snowmobilesShipment of Household Pets;Temporary Living on Arrival in the Host Location (7 days in the Home Country prior to departure and up to 30 days in the Host Country);Per Diem;Car Rental for 30 days;Home FindingRelocation Allowance ($318k) to assist with the cost of any miscellaneous items not otherwise covered within the relocation assistance provided (e.g. voltage adapters, electrical appliances, movement of goods not covered within the policy, host local settling in costs, etc.);ALTRIA GROUP (MO)Salvatore Mancuso new CEOformer CEO William F. Gifford, Jr will become board consultantgolden parachute $21M equity, $250k month until end of 2026; golden hello for new CEO ~$7M equityO REILLY AUTOMOTIVE (ORLY)the Compensation Committee recommended a $2M stock option award for Greg Henslee, Executive ChairmanDumb stuffAMERICAN INTERNATIONAL GROUP (AIG)appointed Thomas D. Stoddardnot voted on at AGMSmart Stuff <PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHActivist investors push to oust former Target CEO from boardMercy Investment Services, SOC Investment Group and Trillium Asset Management is urging Target shareholders to vote against the reelection of Executive Chair Brian Cornell and Lead Independent Director Christine Leahy at the retailer’s annual shareholder meeting in June. Among the reasons cited is Leahy’s oversight of the decision to retain former CEO Cornell as executive chair and special adviser, per a letter to shareholders filed in a notice of exempt solicitation on Friday.“In our view, Target has endured years of strategic and operational missteps that have led to significant underperformance compromising long-term shareholder value,” the letter from Mercy Investment Services, SOC Investment Group and Trillium Asset Management states. “The recent CEO succession does not signal that the Board is focused on the genuine reset we believe is critical to turn the Company around.”Bradley Radoff, who owns about 3% of Marston, the pubs group, says it should sell sites to pay down its £860m debt as shareholders are starved of returns“I’m asking the board to be its own ‘activist’ and solve the problem immediately. The board is lazy.”A Marston’s spokesman said: “We continuously engage with our shareholders and always welcome their views on capital allocation.”Lululemon is settling its boardroom battle with founder Chip Wilson. Under the terms of the agreement, Lululemon willappoint two of Wilson’s board nominees — former On co-CEO Marc Maurer and former ESPN Chief Marketing Officer Laura Gentileltake all necessary steps to appoint an additional new independent director with apparel product and brand expertise to the Board by October 1, 2026one additional incumbent director will not stand for reelection at the Company’s 2027 annual meeting;the Company will recommend that stockholders vote in favor of Mr. Wilson’s proposal to declassify the Board at the 2026 Annual Meetingand, if such proposal is approved by stockholders, the Company will submit for stockholder approval at the 2027 Annual Meeting a proposal to amend the Company’s Restated Certificate of Incorporation to fully declassify the structure of the Board and provide for the annual election of directors, effective as of the Company’s 2028 annual meetingWilson in exchange will:agree to not bad-mouth the company for around 18 monthsvote in accordance with the Board’s recommendations with respect to all proposals submitted to stockholders at each such Stockholder Meeting <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Since May 14th206 meetings at large market caps87 total SHPs from 44 companies: 55g 18s 14e3 VictoriesTransUnion (TRU): call a special meeting 72% yesON SEMICONDUCTOR (ON): simple majority voting 98% yesVerisk Analytics: act by written consent 52% yes8-k didn't name itHateYeah but who caresMost: Home Depot (7)recycling-related plastics targets less than 1% yes; packaging policies for plastics 17% yes; customer data privacy risks 9% yes; independent board chair 26% yes; biodiversity impact and dependency assessment 14% yes; sufficiency of associates’ access to healthcare 8% yes; discrimination in charitable support less than 1% yesThe most: Independent Board ChairNo victories: 43% to 12% yesJPMorgan: 35% yesOtherFord Motor: Provide that All of the Company’s Outstanding Stock Have One Vote Per Share 43% yes: John CheveddenRELIANCE, INC. (RS): requiring directors to depart the Board within nine months of failing to receive a majority vote 16% yes: John CheveddenNEXTERA ENERGY (NEE) 2Paris Agreement Alignment 35% yes; Net Zero Business Performance Risks 1% yesThe names of co-filing proponents, if any, and address and stock ownership of the proponent will be furnished upon receipt by the Corporate Secretary of an oral or written request for that information pay over 30% NOWELLTOWER INC. (WELL): pay 81% noAde J. Patton: 25% no; Sergio D. Rivera: 25% no; Johnese M. Spisso: 27% no; Kathryn M. Sullivan: 24% no THERMO FISHER SCIENTIFIC: pay 68% no95% avg yes; Dion J. Weisler: 11% no SOMNIGROUP INTERNATIONAL (SGI): 42% noSIMON PROPERTY GROUP (SPG): 31% noUDR, Inc. (UDR): pay 31% no95% avg yes; Robert A. McNamara 11% no BXP, Inc. (BXP): pay 31% no95% avg yes; Matthew J. Lustig: 12% no; Owen D. Thomas: 10% no CITIGROUP INC (C): pay 40% no96% avg yes BlackRock, Inc. (BLK): pay 35% no97% avg yes PLAINS ALL AMERICAN PIPELINE LP (PAA): pay 39% noclassified: 98% avg yes DirectorsTRIMBLE INC. (TRMB)Kaigham (Ken) Gabriel 33% no; Kara Sprague 33% no; Thomas Sweet 33% no; Other stuffUpcoming Annual Shareholder Meetings: May 17-23 2026Tuesday, June 2, 2026Joby Aviation, Inc.JOBY~$10.5 BillionBrighthouse Financial, Inc.BHF~$3.6 BillionViridian Therapeutics, Inc.VRDN~$1.76 BillionIICF International, Inc.ICFI~$1.25 BillionWednesday, June 3, 2026Duolingo, Inc.DUOL~$5.0 BillionThe Carlyle Group Inc.CG~$16.4 BillionThursday, June 4, 2026Walmart Inc.WMT~$945.8 BillionSHPsRequest for Cumulative Voting for Board ElectionsNational Legal and Policy Center Report on Workplace Health and Safety GovernanceOxfam America, Inc.Report on Immigration Policy and EnforcementSOC Investment GroupReport on Workplace Impact of AI and AutomationUnited for RespectCEO Pay Ratio: 958:1we excluded approximately 4.71% of our total associate population or approximately 100,000 associates outside of the U.S.: India (50,821) and South Africa (28,202)Howard Hughes Holdings Inc.HHH~$3.8 BillionFriday, June 5, 2026Omega Healthcare Investors, Inc.OHI~$13.5 Billion
May 15, 2026
Business Roundtable Boards, plus Victoria’s Secret and vote roundups
Proof that Berkshire Hathaway has always been fake frugalCompanies following their own rulesVictoria’s Secret rejects a Brett BlundyA wrap-up of 150 meeting results over the past 2 weeksAnd on the Big Vote, Matt accepts the BlackRock, JP Morgan, Northrop Grumman, Home Depot challenge<TRADE WIRE BUMPER>Trade WireTop Stories: Filings since May 1stThe headlinesBERKSHIRE HATHAWAYCharles C. Chang will succeed Marc D. Hamburg as Berkshire’s CFOMr. Chang will be paid an annual cash salary of $8,000,000.Berkshire will provide Mr. Hamburg (or his spouse, if he predeceases her), with up to 30 flight hours per year on a mid-sized NetJets aircraft for a term starting on June 1, 2026 and ending no later than May 31, 2037.Berkshire will provide Mr. Hamburg with tax gross-up payments to cover Mr. Hamburg’s imputed tax expenses related to this travel benefit. Berkshire estimates its cost of providing this benefit will be approximately $490,000 per yearEMERSON ELECTRICelected Jennifer G. Newstead 3 women!GENERAL MILLSLong-tenured director Steve Odland (2004-) stepping downDana McNabb named COO, been with the company since 1999 and is also becoming a directorCFO getting a one-time $3.5M equity award while CTO is getting $2.5M Down to 2FStupid moneySnap Inc (SNAP)$14.9M golden hello equity award for new CFO Douglas HottDumb stuffDUCOMMUNappointed Mark A. Caylor as a Class II Directorto serve for a term expiring at the annual meeting of stockholders in 2029appointed to serve as a member of the Board’s Audit CommitteeTrade DeskSamantha Jacobson resigning as Chief Strategy Officer but will continue to serve as directorToll Brothersnew COO Seth J. Ring added to boardOCCIDENTAL PETROLEUMVicki Hollub stepping down as CEO, replaced by Richard JacksonVicki staying on board, Jackson added 4/30 but not voted on 5/1PLAINS ALL AMERICAN PIPELINEappointed Cynthia B. Taylor to boardThe former CEO of Oil States International will join the Health, Safety, Environmental and Sustainability CommitteeSmart StuffWEC ENERGY GROUPHaving reached the applicable retirement age under WEC Energy Group’s Corporate Governance Guidelines, Gale Klappa completed his service as Chairman of the Board on May 7, 2026COMMERCE BANCSHARESBenjamin F. Rassieur, III retired due to the mandatory retirement requirements of the Company. Mr. Rassieur had been a Board member since 1997 and was a member and former committee chairman of the Audit and Risk Committee.TTM TECHNOLOGIESDirector John G. Mayer resignedResignation was required due to his attainment of the mandatory retirement age of 75, and the Board was obligated to accept his resignation, per the Company’s Corporate Governance Guidelines <PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHVictoria’s Secret rejects activist investor Brett Blundy’s board pushSwatch shareholders reject activist investor's bid for board seatSteven Wood, whose GreenWood fund owns about 0.5% of Swatch, had challenged the Hayek family's control of Swatch with the backing of proxy advisors Institutional Shareholder Services (ISS) and Glass Lewis.Swatch said he was not suited to represent shareholders.They instead elected Swatch nominee Andreas Rickenbacher, a former Swiss politician and current director at BKW and Aebi Schmidt.Participants in the annual general meeting rejected his appointment to the board, with 79.6% of votes against and 19.2% in favour.Swatch's dual-class share structure has helped CEO Nick Hayek and Chair Nayla Hayek, children of founder Nicolas Hayek, maintain control: their family owns about a quarter of the equity but more than 40% of voting rights"For the second time, the shareholders have clearly rejected his election," Swatch said.Among non-dual class cheaters: support for Wood was at 80%, higher than the 62% in an equivalent bid last year <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Since May 1st153 meetings at large market caps82 total SHPs: 4 VictoriesVERTEX PHARMACEUTICALS: act by written consent 57% yesALBEMARLE: call a special meeting 57% yesCF Industries: excessive golden parachutes 51% yesNRG ENERGY: call for a special shareholder meeting 56% yesHateConstellation Energy: Report on DEI Initiatives 1% yesNational Center for Public Policy ResearchAccording to 1792 Exchange’s Corporate Bias RatingsTRUIST FINANCIAL: Report on Risks from Misalignment between Corporation Policies and Customer Base 2% yesThe Heritage FoundationAccording to 1792 Exchange’s Corporate Bias RatingsINTERNATIONAL BUSINESS MACHINES CORP (IBM)Report on AI Bias: 2% yesNational Center for Public Policy ResearchThe White House has issued an executive order specifically seeking to combat “woke” AIReport on Discrimination in Charitable Support: 2% yesThe Heritage FoundationIBM has a perfect score on the Human Rights Campaign’s Corporate Equality IndexCOCA COLASustainability Committee By-Law Amendment 0.87% yesNational Center for Public Policy Research“Being good might cost too much”Plastics Packaging Policies 0.8% yesNational Legal and Policy Center“Being good might cost too much”(*Diversity, Equity and Inclusion Efforts 11% yes: As You Sow)GILEAD SCIENCES: risks of ESG and DEI executive compensation metrics 0.7% yesBowyer Research“Being good might cost too much”DOMINION ENERGYESG/DEI Compensation Metrics 1% yesThe Heritage Foundation“Being good might cost too much”AMERICAN EXPRESStransgender healthcare treatments for minors 0.4% yesInspire InvestingAmerican Express Company scored 100 on the Human Rights Campaign’s Corporate Equality Indexpolitical bias risk oversight 0.9% yesNational Center for Public Policy ResearchAccording to the 1792 ExchangeFIRST CITIZENS BANCSHARES: faith-based employee resource groups 0.4% yesInspire InvestingBut wait: “Being good might cost too much”??COLGATE PALMOLIVE: Remove DEI from Board Considerations 2% yesNational Legal and Policy CenterIndependent Board Chair (19)Avery Dennison: 39% yesCORNING: 18% yesGILEAD SCIENCES: 27% yesWEST PHARMACEUTICAL SERVICES: 46% yesEVERSOURCE ENERGY: 26% yesCARVANA: 4% yesBANK OF AMERICA: 32%DOMINION ENERGY: 24% yesBERKSHIRE HATHAWAY: 15% yesAFLAC: 12% yesPEPSICO: 26% yesBRISTOL MYERS SQUIBB: 27% yesECOLAB: 26% yesAbbVie: 39% yesPRUDENTIAL FINANCIAL: 30% yesDOVER: 36% yesCORPAY: 30% yesLOCKHEED MARTIN: 37% yesCOLGATE PALMOLIVE: 29% yes pay over 10% NOGOLDMAN SACHSpay 30% noPay committee chair Kimberley Harris 26% noBERKSHIRE HATHAWAYsay on pay every 3 years 66%OMNICOM GROUP44% no payavg 97% yesMOLINA HEALTHCARE47% no payavg 97% yesDirectorsTrade Deskclassified: Andrea L. Cunningham 67% no; ceo/chair jeff green 92% yesUmmmmmmmmm?pluralitySERVICE CORP INTERNATIONALSara Martinez Tucker 17% noC. Park Shaper 18% noVictor L. Lund 21% noAnthony L. Coehlo 21% noMarcus A. Watts (Lead Ind. Director) 57% noUmmmmmmmmmm?The Company and its directors take the shareholder concerns expressed in the vote seriously. The Nominating and Corporate Governance Committee of the Board will carefully consider the failure to meet the majority vote requirement through the process set forth in Section 3.4 of the Company’s Corporate Governance Guidelines. The Committee will make a recommendation to the Board regarding any action to be taken in relation to its findings. The Board will act on the Committee’s recommendation and publicly disclose its determination following completion of its review.Limit Liability of Officers (Exculpation) 52% noCORPAYAnnabelle Bexiga 24% noThomas M. Hagerty 26%Steven T. Stull 28% noHala G. Moddelmog 31% noJoseph W. Farrelly 39% noSOUTHWEST AIRLINESNom Committee chair Christopher P. Reynolds 39% noOther stuffDT Midstream: The stockholder proposal as set forth in the Proxy was not properly presented for a vote because the proponent failed to present the proposal personally or through a qualified representative at the Annual Meeting. If the stockholder proposal had been properly presented, the proposal would not have been approved by the Stockholders, with the votes shown 30% yesNVR: Shareholder proposal to reduce the ownership threshold required to call a special meeting. The shareholder proposal as set forth in the proxy statement for the Annual Meeting was not properly presented for a vote because the proponent failed to present the proposal personally or through a qualified representative at the Annual Meeting. If the shareholder proposal had been properly presented, the proposal would not have been approved by the Company's shareholders; disclose greenhouse gas emissions 47% yesRB GLOBAL: Requiring All Shareholder Meetings Be Held in Hybrid Format 35% yesBoth in-person and virtual meetingsUNITED PARCEL SERVICE (UPS): Reduce the Voting Power of Class A Stock from 10 Votes Per Share to One Vote Per Share 40% yes;Upcoming Annual Shareholder Meetings: May 17-23 2026May 18Valley National Bancorp (VLY) Virtual ~$4B 3/0Vishay Intertechnology (VSH) Virtual ~$3B 3/0May 19JPMorgan Chase & Co. (JPM) Virtual ~$870B 3/4PayPal Holdings, Inc. (PYPL) Virtual ~$70B 4/2Burlington Stores, Inc. (BURL) Virtual ~$17B 3/1Verisk Analytics, Inc. (VRSK) Virtual ~$40B 3/0Zebra Technologies (ZBRA) Virtual ~$15B 3/0Permian Resources (PR) In-Person ~$13B 5/0May 20BlackRock, Inc. (BLK) Virtual ~$140B 3/2Northrop Grumman (NOC) Virtual ~$75B 3/2Zoetis Inc. (ZTS) Virtual ~$80B 3/0EOG Resources, Inc. (EOG) Virtual ~$75B 3/0GE Vernova Inc. (GEV) Virtual ~$55B 3/1S&P Global (SPGI) Virtual ~$160B 3/0May 21Leggett & Platt (LEG) Virtual ~$2B 4/0IDACORP, Inc. (IDA) Virtual ~$5B 3/0The Home Depot (HD) Virtual ~$350B 3/2Harley-Davidson (HOG) Virtual ~$5B 4/0May 22Honeywell International (HON) Virtual ~$140B 3/1The Allstate Corp (ALL) Virtual ~$50B 3/1Apple Hospitality (APLE) In-Person ~$3.5B 3/0<THE BIG VOTE BUMPER>THE BIG VOTEAGM Date: May, 2026: Virtual2026 Proxy2025 Proxy2025 Voting results2024 Voting resultsGeneral ObservationsOwnershipInstitutional voting powerVanguard %BlackRock %Fidelity %Performance outliers:Overall:EBITDA ..Carbon ..TSR ..Controversies ..Board stuffCommitteesAudit (a)Human Resources (c)Governance & Nominating (n)Finance (f)Risk (r)FFA Skills (Non-Executive DIrectors)Economics and Accounting 23%Mechanical 15%Building and Construction 5%Public Safety and Security 5%Proxy SkillsGender Power Gap -%OtherDIRECTORSSteven D. Black 73/2020/m fnc 10%Lead Independent Director; Former Co-CEO, Bregal Investments; former Vice Chair JPMorganPrior Public Company Directorships: The Bank of New York Mellon Corporation; Nasdaq, Inc. Votes Against Last AGM: 3% noSAY ON PAY% NO 2025CEO Pay Ratio :1 SHPsMattOVERVIEWFirst some high level view of the four companies we’ll cover - BLK, JPM, Northrop, Home DepotFour lead independent directors - tenures of 26 (BLK, Gerber), 22 (JPM, Burke), 17 (Northrup, Kleiner), and 26 (Home Depot, Brenneman)CEO tenures of 28 (BLK, Fink), 22 (JPM, Dimon), 7 (Northrup, Warden), 4 (Home Depot, Decker)All four >30% women on board, biggest power gap at JPM (-17%)Northrop knowledge is shitRetail - Winston Bed Bath Beyond, Ross at Avon, Fudge at Kraft/General Mills, Schoewe at Walmart, Abney at UPS, LID Kleiner was from HiltonMilitary - Grady, Roughead, WelshKrishna (IBM CEO) and Brown sit on IBM board togetherWhat is that? Are they selling weapons and military devices retail?Zero AI (Krishna closest, engineering and IBM does AI stuff), zero industrial production, zero public safetyLowest core knowledge of the group - 17% of the board has any overlapping core knowledge at allAll four have >50% of directors connectedWhopping 771 connections in our DB for the 4 companiesAll four have >50% board current or ex CEOsAll four have >50% board for whom this role is most prestigious, pays them the most for any board slots, and the current CEO picked them for the boardOnly the JPM board have directors batting over 570 for TSR - everyone else below42 of the 55 directors are below 500 for TSR13 of BLK’s 19 directors bat below 400 on TSR17 of BLK’s 19 directors bat less than 400 and average 385 for TSR at the company itself - they’ve given you nothingThe “Business Roundtable” BoardCEOs on boardsThe presence of CEOs on the board (current or ex) for US large caps is pretty steady over the last four years - average US large cap board is 68% current or ex-CEOs todayCEOs often don’t take public board slots - of the 1,079 US large cap CEOs (including co-CEOs), only 359 are on other boards (34%) - We know anecdotally from reports from board placement agents, though, that CEOs are involved in selecting directors - directors aren’t chosen strictly by the board, they are run through CEOsWhen the CEO is chair, it’s reasonable to assume this is even more the caseSo if CEOs are familiar with the directors before adding them, but not necessarily from other boards, from where?Trade associations, non profits, college trusteeshipsOverall, there are 928 connections that run through the Business Roundtable board - all members are CEOs - which is dwarfed by the 1,452 connections through the Partnership for New York City, a non profit with 300 CEOs on itIncidentally, most of the anti-Mamdani crew are on the board, like Stephen Schwarzman and Jamie DimonFor the four companies this week, a majority of connections for all of them run through the BR:THE BUSINESS ROUNDTABLE INC 213CATALYST INC 159The Partnership for New York City Inc 146THE BUSINESS COUNCIL INC 139First company to show up is IBM with 59 routes through themWhy it matters?IndependenceGroupthinkWhen everyone on your board basically exists in the same echochamber, do you expect different decisions at different companies or herd movement?55 directors on the 4 boards, 31 have connections back to other directorsOf those 31, 8 have connections TO THE OTHER 3 BOARDS THIS WEEK - of these 4 companies we chose at random (large cap US), 15% of directors up for election have connections to at least one of the other boardsPhebe NovakovicKathy WardenVirginia RomettyAlex GorskyJames DimonMark WeinbergerArvind KrishnaWilliam Ford Where this really matters: BLK and JPMBlackrock OWNS the largest stake in most companies in the US, JPM is a massive asset ownerA director like Hans Vestberg, who was CEO of Verizon, sits on Blackrock, his owner’s, board, or Phebe Novokovic. CEO of General Dynamics, sits on JPMNovakovic, Rometty, Gorsky, Dimon, Weinberger - all have cross pollination at other boards, are paths to Home Depot, BLK, Northrop, all on JPMAn upcoming paper from bram van der Kroft and his team at MIT now shows the cost of that:Asset managers with owned company executives sitting on their boards have abnormal voting patterns in favor of management at those companiesThose management favorable voting conditions persist even after that director leaves the asset manager boardThe addition of those executives is tied to getting the pension business of the company - the estimate he showed me was several million dollars in fees worth of valueThis is a straight quid pro quo - put a company executive on your board whose business you want, vote with management all the time, land the fees, rotate and repeatVotingThis week is a case study in the ineffectiveness of the US corporate board - it doesn’t matter if the company does well (JPM) or poorly (BLK), if the CEO is a big loud mouth (Dimon) or quiet (Warden), the board’s job isn’t to represent shareholder interests - it’s to represent a system or culture of self interestsThe voting recommendation here is pretty simple: ask who represents you as a shareholder
May 1, 202650 min
Aflac’s Atlanta crew, plus vote avoidance at AIG and Ball Corp’s vote prediction
<TRADE WIRE BUMPER>Trade WireTop Stories: Filings since April 24The headlinesAMERICAN INTERNATIONAL GROUP, INC. (AIG) appointed Eric Andersen CEO/director, effective June 1, 2026, CEO Peter Zaffino becoming Executive Chair Crane Co (CR): COO Alejandro (Alex) Alcala promoted to CEO/director, CEO/Chair Max Mitchell becomes Executive ChairSOUTHERN COPPER CORP: former CEO passed away; appointed director Leonardo Contreras Lerdo de Tejada as CEO, will remain on boardWe reported as Interim last week, is now permanent Down to 2FStupid moneyNVIDIA CORP (NVDA): new principal accounting officer $13M golden hello equity awardRESMED INC (RMD)$3.5M golden hello to new CFOFormer CFO Brett Sandercock will become Special Advisor to CEO/Chair Mick Farrell through December 31, 2026, keeping his current compensation.From January 1, 2027, through December 31, 2027, Mr. Sandercock will continue as Special Advisor to Mr. Farrell in a consulting role. During the consulting period he will remain eligible for continued vesting of outstanding equity awards.Other stuffCARLISLE COMPANIES INC (CSL): Jonathan R. Collins resigned; in accordance with the Company’s Statement of Corporate Guidelines and Principles, which requires a director to submit his resignation following a change in employment or significant change in job responsibilities; resignation acceptedTwo weird board classification reshuffles:MADRIGAL PHARMACEUTICALS, INC. (MDGL): completed a process to reclassify the membership of the Board’s three classes of directors to achieve a more equal apportionment of membership among the three classes following its Annual Meeting of Stockholders to be held on June 17, 2026; The Board determined that one of its members from Class III (with a term expiring at the 2028 Annual Meeting of Stockholders) and one of its members from Class II (with a term expiring at the 2027 Annual Meeting of Stockholders) should be reclassified to Class I (with a term expiring at the 2026 Annual Meeting). Accordingly, effective April 22, 2026, Julian C. Baker and Daniel J. Brennan have been reclassified as Class I directors of the Board. Each of Mr. Baker and Mr. Brennan resigned from his position as a Class III and Class II director, respectively, subject to and conditioned upon his simultaneous reappointment as a Class I director. The Board accepted each resignation and simultaneously reappointed each of Mr. Baker and Mr. Brennan as a Class I director. The resignation and reappointment of Mr. Baker and Mr. Brennan was effected solely for the purpose of reclassifying the members of the Board into three classes of as equal size as possible, and for all other purposes, the service of Mr. Baker and Mr. Brennan on the Board is deemed to have continued uninterrupted.GEN Restaurant Group, Inc. (GENK) : changed the Board’s composition as follows: (i) Jae Chang and David Park, the former Class II members of the Board, were appointed as Class III members of the Board, and (ii) David Kim, the former Class III member of the Board, was appointed as a Class II member of the Board, in each case effective immediately. In connection with this change, on April 29, 2026, Messrs. Chang and Park tendered their resignations as directors, contingent upon their reappointment to the Board as directors and members of Class III. On the Effective Date, Mr. Kim also tendered his resignation as a director, contingent upon his reappointment to the Board as a director and a member of Class II. <PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHActivist Starboard Pushes for Lamb Weston to Hold Investor DayCan they work on virtual AGMs too?The SEC tried to silence activist investors. Now they’re fighting back.Since President Donald Trump took office, the Securities and Exchange Commission has made it harder for small and activist investors to raise concerns through the government filing system known as EDGAR. Now they’re pushing back with their own alternative platform, which they call the Proxy Open Exchange — or POE. In less than a week, POE has 63 filings, with dozens more expected. EDGAR shows just 39 exempt solicitations so far in 2026. Nelson Peltz’s son builds first public activist stake in IntertekThat’s it, just wanted to cite a nepo-babySwatch Group Investor Battle Heats Up After ISS Backs ActivistSteven Wood, founder of Greenwood Investors, is pushing to be nominated at Swatch’s upcoming meeting. ISS urged investors to vote for Wood, citing weak long-term performance and governance shortcomings, including a lack of board independence and the continued influence of the Hayek family on Swatch.Activist investor backs Pearson boss’s contentious pay rise The education group has put forward a revised pay arrangement that would see CEO Omar Abbosh receive up to £13M this year, up from £9M last year, deemed “excessive” by Glass Lewis and ISS. Cevian Capital, which in recent months has steadily built its stake to just over 18% to become Pearson’s largest shareholder, insisted that the policy had “clear pay-for-performance” that would encourage “long-term value creation”. Sackler-linked firm succeeds in bid for Ingles board seatSummer Road LLC, the Sackler family office, was successful in their bid to earn a seat on Ingles Markets Board of DirectorsSummer Road’s Chief Investment officer Rory Held was elected with support from approximately 62% of outstanding Class A shares, representing approximately 70% of the votes cast. Shareholders Overwhelmingly Elected Rory A. Held to Ingles Markets’ Board of Directors <VOTE RESULTS BUMPER>VOTE RESULTS TABLE April 24-April 30 42 meetings at large market caps 22 total SHPs: (Wells Fargo 6)Independent Board Chair PFIZER INC (PFE) 29% yesSTANLEY BLACK & DECKER, INC. (SWK) 8% yesJOHNSON & JOHNSON (JNJ) 23% yesWELLS FARGO & COMPANY (WFC) 34% yes*DOMINOS PIZZA INC (DPZ) 40% yesdeparture of directors who fail to obtain a majority vote 16% yesAct by Written ConsentBORGWARNER INC (BWA) 4% yesCigna Group (CI) 48% yesHCA Healthcare, Inc. (HCA) 22% yesreport on healthcare consequences 11% yescall a special meetingAGCO CORP /DE (AGCO) 49% yesSHERWIN WILLIAMS CO (SHW) 43% yesAES CORP (AES) 35% yesMajority Voting StandardCITIZENS FINANCIAL GROUP INC/RI (CFG) 10% yesWELLS FARGO & COMPANY (WFC) 48% yes OtherGEDISON INTERNATIONAL (EIX): Retention of Equity 37% yesDOMINOS PIZZA INC (DPZ): departure of directors who fail to obtain a majority vote 16% yesindependent board chair requirement 40% yesSFASTENAL CO (FAST): EEO-1 reporting disclosure policy 22% yesWELLS FARGO & COMPANY (WFC) Respecting Vendor Civil Liberties* 2% yesWELLS FARGO & COMPANY (WFC) Board Committee on Indigenous Rights 5% yesHCA Healthcare, Inc. (HCA): report on healthcare consequences 11% yesact by written consent 22% yesEARCBEST CORP /DE/ (ARCB): GHG emissions reduction targets 30% yesWELLS FARGO & COMPANY (WFC) Energy Supply Ratio 20% yesWELLS FARGO & COMPANY (WFC) High-Carbon Financing Litigation Risks 9% yes 10 pay over 10% NOEDISON INTERNATIONAL (EIX): pay 22% noRetention of Equity 37% yes; auditor 9% no97% avg yesFASTENAL CO (FAST): pay 11% noWHIRLPOOL CORP (WHR): pay 31% no82% avg yes: highest Judi K. Buckner 85% yes; lowest Greg Creed (Presiding Director) 80% yes; Marc R. Bitzer (CEO/Chair) 79.5% yes GRACO INC (GGG): pay 32% noclassified: Martha A. Morfitt (Lead Director) 21% no PFIZER INC (PFE): pay 13% noJoseph J. Echevarria 18% no AMERICAN ELECTRIC POWER CO INC (AEP): pay 18% noSara Martinez Tucker 16% noPrologis, Inc. (PLD, PLDGP): pay 42% noGeorge Fotiades (chair) 12% noDavid O’Connor 4% noOlivier Piani 2% noBoard average 97% yesEssential Utilities, Inc. (WTRG): pay 10% no; auditor 10% no CARLISLE COMPANIES INC (CSL): pay 13% noEXELON CORP (EXC): pay 10% no; auditor 11% noDirectors over 10% AMERICAN ELECTRIC POWER CO INC (AEP): Sara Martinez Tucker 16% no pay 18% noBALL Corp (BALL): Todd A. Penegor 40% noInteractive Brokers Group, Inc. (IBKR): Thomas Peterffy (Founder/Chair); 12% no; Milan Galik (CEO) 12% no; Earl H. Nemser (Vice Chair) 14% noFounder and Chairman Thomas Peterffy holds approximately 75% of the total voting powerHCA Healthcare, Inc. (HCA): Nancy-Ann DeParle 11% noPFIZER INC (PFE): Joseph J. Echevarria 18% noGRACO INC (GGG): classified: Martha A. Morfitt (Lead Director) 21% no pay 32% noWHIRLPOOL CORP (WHR): 82% avg yes: highest Judi K. Buckner 85% yes; lowest Greg Creed (Presiding Director) 80% yes; Marc R. Bitzer (CEO/Chair) 79.5% yespay 31% noHUNTINGTON BANCSHARES INC (HBAN): David L. Porteous 11% no HUNT J B TRANSPORT SERVICES (JBHT): James L. Robo (Lead Director) 13% no RAMBUS INC (RMBS): classified: Charles Kissner (Chair) 15% no Prologis, Inc. (PLD): George L. Fotiades (Lead Director) 12% noOther stuffARCBEST CORP /DE/ (ARCB): Redomestication (Delaware to Texas) 67% yesSHERWIN WILLIAMS CO (SHW): the dirty trick:shareholder ability to call a special meeting 43%25% Special Meeting Threshold 91% yesUpcoming Annual Shareholder Meetings: May 2-May 9Saturday, May 2, 2026Berkshire Hathaway (BRK.A / BRK.B) – ~$1.0 Trillion | In-person (Omaha, NE)Cincinnati Financial Corp. (CINF) – ~$20 Billion | In-person (Cincinnati, OH)Monday, May 4, 2026Eli Lilly and Company (LLY) – ~$830 Billion | Virtual | 3 SHPsBank of America Corporation (BAC) – ~$320 Billion | VirtualAflac Incorporated (AFL) – ~$55 Billion | VirtualData Breach 6/12/25: Aflac first identified suspicious activity on its networkOn the same day, they filed a notice with the SEC, though they used a "placeholder" figure of only 500 affected individuals in their initial report to regulators.By December 2025, Aflac finalized its forensic investigation and confirmed the breach was significantly larger, impacting approximately 26.5 million people.The breach exposed a massive cache of sensitive Personal Identifiable Information (PII) and Protected Health Information (PHI), including:Full names and home addresses.Social Security numbers (SSNs) and Tax ID numbers.Dates of birth.Driver’s license and passport numbers.Medical insurance claims and dates of service.The attack has been widely attributed to the cybercriminal group Scattered Spider (aka Octo Tempest), using sophisticated social engineering tactics (impersonating employees to gain login credentials) rather than a direct software hack.There are currently over 20 consolidated class-action lawsuits pending in Georgia federal court. Plaintiffs allege the company failed to implement industry-standard security despite the high risk associated with the insurance sector.This breach is expected to be a primary point of contention at the 2026 AGM, particularly regarding executive oversight of cybersecurity.Tuesday, May 5, 2026American Express Company (AXP) – ~$175 Billion | VirtualBristol Myers Squibb (BMY) – ~$110 Billion | VirtualSuncor Energy Inc. (SU) – ~$50 Billion | VirtualWednesday, May 6, 2026PepsiCo, Inc. (PEP) – ~$235 Billion | Virtual | 2 SHPsPhilip Morris International Inc. (PM) – ~$155 Billion | VirtualThursday, May 7, 2026United Parcel Service, Inc. (UPS) – ~$125 Billion | VirtualDuke Energy Corporation (DUK) – ~$85 Billion | VirtualNorfolk Southern Corporation (NSC) – ~$60 Billion | VirtualEastman Chemical Company (EMN) – ~$11 Billion | VirtualFriday, May 8, 2026AbbVie Inc. (ABBV) – ~$350 Billion | VirtualUnion Pacific Corporation (UNP) – ~$145 Billion | VirtualColgate-Palmolive Company (CL) – ~$85 Billion | VirtualIllinois Tool Works Inc. (ITW) – ~$75 Billion | Virtual<THE BIG VOTE BUMPER>THE BIG VOTEAFLACAGM Date: May 4, 2026: Virtual2026 Proxy2025 Proxy2025 Voting results2024 Voting resultsGeneral ObservationsOwnershipInstitutional voting powerJ&A Alliance Holdings Corporation 20%Vanguard 4%BlackRock 3%CEO/Chair Daniel Amos 1.3%Performance outliers:Overall: .516EBITDA .603.Carbon .830.TSR .517.Controversies .672.Board stuffCommitteesAudit & Risk (a)Compensation (c)Corporate Governance (n)Finance & Investment (f)Corporate Development (d)Corporate, Social Responsibility & Sustainability (s)Executive (e)FFA Skills (Non-Executive DIrectors)Economics and Accounting 24%Food Production 6%Computers and Electronics 6%Administrative 5%Mathematics 5%Proxy SkillsParagraph 2 of LD Bowers letter: “The Board's Audit and Risk Committee monitored cybersecurity risks, including through quarterly updates from senior officers. The Company and our Management team's preparedness activities allowed for a timely response to a June 2025 cybersecurity incident impacting a limited number of Company systems, with removal of the threat actors within hours.”DIGITAL/CYBERSECURITY EXPERIENCE: Understanding of new technology or the management of information security and cybersecurity risks, risk mitigation, regulation, and policy.NOW. PAUL BOWERS: former CEO/Chair Georgia Power (2011-2021)ARTHUR R. COLLINS: Founder/Chair theGROUP, a government relations and strategic communications consulting firm, since 2011MIWAKO HOSODA: Dr. Hosoda brings over 30 years of extensive experience and expertise in the field of sociology of healthMaybeGEORGETTE D. KISER: former CIO The Carlyle Group (2015-2019)KAROLE F. LLOYD: CERT Certificate in Cybersecurity Oversight; CPA and retired as vice chair and regional managing partner for Ernst & YoungAudit and Risk CommitteeMaybeKarole F. Lloyd (Chair)Georgette D. KiserNoW. Paul BowersJoseph L. Moskowitz, EVP Primerica, Inc., an insurance and investments company, from 2009 until 2014Tim Callahan SVP, Global Security, Chief Security Officer; joined in 2014EducationExcelsior College (University of the State of New York): BS, Liberal Studies 1992 – 1995Community College of the Air Force: AS, Resource Management, 1986 – 1988Gender Power Gap -12%OtherData Breach 6/12/25: Aflac first identified suspicious activity on its networkOn the same day, they filed a notice with the SEC, though they used a "placeholder" figure of only 500 affected individuals in their initial report to regulators.By December 2025, Aflac finalized its forensic investigation and confirmed the breach was significantly larger, impacting approximately 26.5 million people.The breach exposed a massive cache of sensitive Personal Identifiable Information (PII) and Protected Health Information (PHI), including:Full names and home addresses.Social Security numbers (SSNs) and Tax ID numbers.Dates of birth.Driver’s license and passport numbers.Medical insurance claims and dates of service.The attack has been widely attributed to the cybercriminal group Scattered Spider (aka Octo Tempest), using sophisticated social engineering tactics (impersonating employees to gain login credentials) rather than a direct software hack.There are currently over 20 consolidated class-action lawsuits pending in Georgia federal court. Plaintiffs allege the company failed to implement industry-standard security despite the high risk associated with the insurance sector.This breach is expected to be a primary point of contention at the 2026 AGM, particularly regarding executive oversight of cybersecurity.DIRECTORSDANIEL P. AMOS, 74/1983/m Ef 39%Chair/CEO (1983-)Public Company BoardsSynovus Financial Corp. (2001-2011)Southern Company (2000-2006)Votes Against Last AGM: 3% noW. PAUL BOWERS, 69/2013/m aDse 14%Lead Non-Management Director; Former Chair/CEO, Georgia Power Co.Public Company BoardsChair, Exelon Corporation (since 2021, Chair since 2025): Audit Committee (since 2022, Chair since 2023); Corporate Governance Committee (since 2022)Other Board or Leadership Positions, Professional Memberships or AwardsBrand Industrial Holding, Inc. (since 2019): Audit Committee Chair (since 2019)Chair, Atlanta Committee for Progress (2016)Nuclear Electric Insurance Ltd. (since 2009): Chairman (2017-2019)Board of Regents of the University System of Georgia (2014-2018)Federal Reserve Bank of Atlanta’s Energy Policy Council (2008-2018)Votes Against Last AGM: 2% noARTHUR R. COLLINS, 66/2022/m nS 5%Founder/Chair, theGROUPPublic Company BoardsKB Home (since 2020): Nominating Committee (since 2023); Compensation Committee (since 2022)RLJ Lodging Trust (since 2016): Compensation and Nominating Committees (since 2016)Other Board or Leadership Positions, Professional Memberships or AwardsMember, Council on Foreign Relations (since 2023)Member, Ford’s Theatre Board of Trustees (since 2023)Member, Smithsonian’s National Museum of Asian Art Board of Trustees (since 2022)Vice Chair, Brookings Institution Board of Trustees (2014-2023)Member, Economic Club of Washington, D.C. (since 2012)Chairman, Morehouse School of Medicine Board of Trustees (since 2009)Member, Meridian International Center Board of Trustees (2009-2017)Chairman, Florida A&M University Board of Trustees (2001-2003)Votes Against Last AGM: <1% noMICHAEL A. FORRESTER, 58/2025/m f 1%Former CEO, Copper Rock Capital PartnersOther Board or Leadership Positions, Professional Memberships or AwardsNuveen Funds (a TIAA Company) (since 2024): Investments Committee (since 2024); Compliance Committee (since 2024); Open-End Funds Committee; Chair (since 2024)TIAA-CREF Funds (2007-2023): Investments Committee (2013-2023); Operations Committee (2008-2013; 2016-2022); Nominating and Governance Committee (2011-2023; Chair 2017-2023); Audit and Compliance Committee (2007; 2014-2015; 2022-2023); Corporate Governance and Social Responsibility Committee (2007-2016)Investment Company Institute’s Independent Directors Council for independent fund board directors (since 2020): IDC Governing Council (since 2020); Governance Committee (since 2025) Votes Against Last AGM: <1% no MIWAKO HOSODA, 56/2023/f s 1%Professor, Seisa UniversityOther Board or Leadership Positions, Professional Memberships or AwardsBoard of Directors, The University of Tokyo, New York Office, Inc. (since 2023)Board of Directors, Brain Injury Caring Communities Society (2017-2020), President (since 2023)Representative Director, Inclusive Action For All (since 2020)Vice president, Asia Pacific Sociological Association (since 2021); President (2017-2020)Board of Trustees, The Japanese Foundation for Cancer Research (2015-2021)Votes Against Last AGM: <1% no THOMAS J. KENNY, 62/2015/m dsF 1%Former Partner and Co-Head of Global Fixed Income, Goldman Sachs Asset ManagementOther Board or Leadership Positions, Professional Memberships or AwardsApeel Sciences (since 2025)Nuveen Funds (a TIAA Company): Co-Chair (2024); Closed-End Funds Committee (since 2025); Dividend Committee (since 2025); Executive Committee, Chair (since 2024); Investment Committee (since 2024); Compliance Committee (since 2024); Nomination and Governance Committee (since 2024); Open-End Funds Committee (2024)ParentSquare (since 2021)TIAA-CREF Board of Trustees, Chairman (2017-2023)TIAA-CREF Fund Complex: Executive Committee, Chair (2017-2023); Investment Committee (2011-2023); Audit and Compliance Committee (2018-2023); Nominating and Governance Committee (2017-2023); Ad Hoc CREF Special Projects Committee (2020-2023)Votes Against Last AGM: <1% noGEORGETTE D. KISER, 58/2019/f ac 8%Former Managing Director and CIO, The Carlyle GroupPublic Company BoardsJacobs Engineering (since 2019)Adtalem Global Education (since 2018)NCR Voyix Corporation (formerly NCR Corporation) (2020-2024)Other Board or Leadership Positions, Professional Memberships or AwardsBrown Advisory Board mutual fund (since 2022)Votes Against Last AGM: 1% noKAROLE F. LLOYD, 67/2017/f Adef 4%Former Ernst & Young LLP audit partnerPublic Company BoardsChurchill Downs Incorporated (since 2018): Audit Committee (since 2018, Chair since 2019); Nominating and Governance Committee (since 2020)Other Board or Leadership Positions, Professional Memberships or AwardsCERT Certificate in Cybersecurity OversightThe University of Alabama President’s Advisory Council (since 2003)The University of Alabama Board of Visitors for the Commerce and Business School (since 2001)Atlanta Symphony Orchestra Board of Directors (since 2010)Metro Atlanta Chamber of Commerce, Board of Trustees and Executive Committee (2009-2016)Votes Against Last AGM: <1% noNOBUCHIKA MORI, 69/2020/m nf 6%Representative Director, Japan Financial and Economic Research Co. Ltd.Other Board or Leadership Positions, Professional Memberships or AwardsCenter on Japanese Economy and Business (CJEB) Professional Fellow (2018-2021)Votes Against Last AGM: <1% noJOSEPH L. MOSKOWITZ, 72/2015/m aCde 9%Former EVP, Primerica, Inc.Other Board or Leadership Positions, Professional Memberships or AwardsFellow, Society of Actuaries (since 1979)Member, American Academy of Actuaries (since 1979)Votes Against Last AGM: 2% noKATHERINE T. ROHRER, 72/2017/f cNe 11%Vice Provost Emeritus, Princeton UniversityOther Board or Leadership Positions, Professional Memberships or AwardsEmory University Board of Trustees (2008-2022): Academic Affairs Committee (Chair 2013-2020); Executive Committee (2012-2022); Finance Committee (2014-2020)Previously served on the boards of Morristown-Beard School, Morristown, NJ; Trinity Church, Princeton, NJ; Crisis Ministry of Trenton and Princeton (now “Arm in Arm”); and Dryden EnsembleVotes Against Last AGM: 2% noSAY ON PAY4% NO 2025CEO Pay Ratio 396:1Personal Use of Company Aircraft $169k; Security Services $274kAdjusted Earnings per share 2024 $7.39Set target (100%) to $6.36 in 2025 and maximum (200%) at $7.05Others easier: New Annualized Premium, Net Earned Premium, Net Investment IncomeCEO target at 250%: earned 441%TSR modifier for LT: 25th percentile or lower 0.80xBetween 25th and 75th percentile 1.00xFrom time to time, we have granted supplemental awards in the form of RSUs to incentivize achievement of strategic objectives, recognize major milestones, or secure leadership stability. NEO Miller $1M SHPs Independent Board Chairman/John CheveddenMattThe Daniel Amos show…43 year tenure, 39% influenceOwns 1.6% of voting shares, 0.5% of shares, so high ownership for a non founder CEOTwo key metrics from Free Float91% of the board comes from one specific board community group121 members of the community, 41 companiesOther companies with >50% of board from same community group as Aflac:AFLAC INCORPORATEDATLAS AIR WORLDWIDE HOLDINGS, INC.BIGBEAR.AI HOLDINGS, INC.F45 TRAINING HOLDINGS INC.FIREFLY AEROSPACE INC.REDWIRE CORPORATIONSPIRIT AEROSYSTEMS HOLDINGS, INC.SPIRIT AIRLINES, LLCSPIRIT AVIATION HOLDINGS, INC.Sun Country Airlines Holdings IncTHE HAIN CELESTIAL GROUP, INC.VIASAT, INC.Most similar companies in the list: F45 Training and Spirit AirlinesF45 is a penny stock after losing 99% of its value, being sued by celebrities for unpaid fees, overindebtedness, and mass closures to avoid bankruptcySpirit declared bankruptcy twice and is now likely to be bought by the government66% of directors tagged as “Deferential” to the CEODeference - how likely is a director to defer to management vs. investors?: Money: pay on this board exceeds any others, director earned more money under this CEO vs. any others, director’s largest equity position is at this company vs othersPower: director surrounded by more connected directors, board is the “most prestigious”Relationship dynamics: demographic similarities with management, connections in common, interlocks with CEO, core knowledge gap between directors and CEOCareer: director picked by CEO, CEO is chairOverall: we flag a number of data points that would suggest it’s in a director’s best interests to side with the CEO and not dissent from management - and based on the number of flags, we tag company boards as highly deferential, deferential, or limited/not deferentialOf 122 US financial large caps, 34 have highly deferential boards, 16 are deferential, and 72 are limited or not deferential to the CEOs / managementAflac is tagged as deferentialSo this is a deferential board almost entirely from a single community - and we know which oneHotlanta boardFor a company this size, would you expect such a director concentration in Atlanta?Rohrer: Emory board of trusteesMoskowitz: ex EVP Primerica (insurance), based in Duluth GALloyd: Atlanta Symphony Orchestra Board, Atlanta Chamber of Commerce BoardKiser: NCR Voyix Corp board (2020-2024), headquartered in AtlantaCollins: Morehouse School of Medicine board of trustees, based in AtlantaBowers: ex CEO Georgia Power, Fed Reserve Atlanta, Atlanta Committee for Progress, board of regents of UGAAmos: Aflac for more than 40 years in Columbus Georgia, ex Synovous board of directors (2001-2011, based in Atlanta), ex Southern Company board (2000-2006, based in Atlanta)Other directors:Japan: Mori, HosodaNuveen and TIAA CREF: Forrester, Kenny… that lead to stagnant revenue, big buybacks, and The Breach…In December 2025, Aflac Incorporated (Aflac) disclosed that the personal information of 22.65 million individuals was leaked after it was stolen in a June 2025 breach. The information reportedly included Social Security numbers, health information, and insurance claims data, and impacted customers, beneficiaries, employees, and agents.This was a known outcomeOther insurers have been targeted over and over: United Healthcare breach in 2023, Change Healthcare breach (193m people)And multiple directors have directly overseen it in the last 3 yearsGeorgette Kiser on the board of NCR Voyix during ransomware attackKenny and Forrester both at TIAA CREF during the MOVEit attacksAccording to their own peer group choices, Aflac is 31st percentile for revenue, 26th for assets, but 77th for market value - basically they’re overvalued and underperforming… with a board that lacks the Skills to do anything…Between 2024 and 2025, Hosoda also got Digital/Cybersecurity Experience added - “Understanding of new technology or the management of information security and cybersecurity risks, risk mitigation, regulation and policy.”Between 2025 and 2026 Hosoda also got “Operations Experience” (“Provides valuable senior executive experience and organizational management perspective relevant to management and operations”)Hosoda is a professor at SEISA university in JapanBio is a word for word copy, no new positionsKarole Lloyd ALSO got Digital/Cyber added between 2023 and 2024She’s an accountant from EYShe added to her “Professional Memberships or Awards” CERT Certificate in Cybersecurity OversightIt’s an NACD certification, costs $3,995 for NACD members - has an 86 page handbook covering incident response, emergine tech, AI, cloud, supply chain risk, ransomware, reporting, how to build a relationship with the CIO… This is classic skills matrix management - director gets a 2 hour training on terms, gets the skill - incident happens, but there’s no LIVED or TRUE experience on the boardFree Float board knowledge: only ONE director, Kiser, has any background knowledge in computers/tech or public safety as an ex CIO and background in aerospace - the others listed with digital/cyber backgrounds have no obvious explanationWhich means this is a board in need of refreshment from Amos.Separate CEO and chair - SHPBut you have a board wide problem with director votes - the stock has gone up despite stagnant revenue, the buybacks and dividends grease the investor wheel, and 64% of the directors all are Atlanta or Atlanta adjacent pocketed by Amos, the 40+ year leader of Aflac… so what do you do? Do you vote NO on everyone despite your returns? Do you pick a different person to target?Bowers on the board 12 years, part of the Hotlanta crew, 14% influence, supposed to be “lead director”Rohrer is nom chair on a board that just selects Atlanta based directorsDo you vote out just the “same community” directors or the most deferential?This is a system problem: stock goes up, management greases investors, directors insulated by their deep ties to managementIf it’s up to me, I vote to give Amos a boss (separate chair and CEO) and vote NO on Bowers (no LID should have >10 year tenure), then slowly disintegrate the Hotlanta focusThat’s the Proxy Countdown for the week of April 27, 2026. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAids
April 24, 202652 min
Blame at Wells Fargo’s AGM, plus Ingles governance joke, Cook out, Texas reject
This is Proxy Countdown. Welcome to the big show for the week of April 20, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:Tim Cook changes chairs at AppleWhile Corrie Barry loses hers at Best BuyActivist investors raise the Sackler Sucks flag at Ingles MarketsShareholders love mergers but hate merger payAnd on the Big Vote, Matt looks at Charles Scharf and his boy band at Wells Fargo<TRADE WIRE BUMPER>Trade WireTop Stories:30 Filings since April 16The headlinesApple Inc. (AAPL):Tim Cook transitioning to Exec ChairJohn Ternus promoted to CEO and directorArt Levinson, current Chair (2011-), will become Lead Independent Director NETFLIX INC (NFLX): Chair Reed Hastings resigning as of 2026 AGMSOUTHERN COPPER CORP/ (SCCO)CEO Oscar Gonzalez Rocha passed awayappointed director Leonardo Contreras Lerdo de Tejada as interim CEOBEST BUY CO INC (BBY)Jason Bonfig promoted; succeeding Corie BarryCorie barry leaving boardDavid W. Kenny stays as chairCorie Barry will remain employed as a strategic advisor in a non-executive officer role for six months: base salary will decrease to $1,000,000, will remain eligible for a pro-rated payout of her short-term incentive award for the portion of fiscal 2027 in which she served as CEO, LT equity will continue to vest, and she will remain eligible for executive-level employee benefitsLululemon names former Nike exec Heidi O'Neill as CEOGolden hello: $7M equity, $2M cashLululemon board: 7 of 11 FChair Martha MorfittCommittees:Audit: 2 of 3 F, including chairNomination: 3 of 5Pay: 3 of 5 F, including chairAlso: CFO, Chief Merchandising Officer, Chief People & Culture Officer, Chief Legal and Compliance Officer, Chief Brand & Product Activation Officer Down to 2FStupid moneyCrowdStrike Holdings, Inc. (CRWD): special equity award to president Michael Sentonas: target $42M, max $84MExpedia Group, Inc. (EXPE): golden hello for new CFO Derek Andersen: $2.5M cash; $17M equity; relocation benefits: $30k per month for 13 months for rent, $325k Home Sale Assistance, 3 RT flights for him and familythere have been several reports recently linking activist investor pressure to the departure of Snap’s CFO, Derek Andersen. The timing and the surrounding circumstances strongly suggest he was part of a broader "clean slate" maneuver triggered by activist demands Lululemon names former Nike exec Heidi O'Neill as CEO: Golden hello: $7M equity, $2M cashMASCO CORP /DE/ (MAS): Jai Shah, Masco’s Group President, Plumbing and Wellness golden parachute ~$5.5MREGAL REXNORD CORP (RRX): Aamir Paul will succeed Louis V. Pinkham as CEO: $8.75M golden hello, $575K cashDumb stuffCARPENTER TECHNOLOGY CORP (CRS): appointed COO Brian J. Malloy to board as Class III director, with a term ending at the Company’s 2028 meeting<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHIngles Markets issued an open letter to shareholders amid an active proxy fight, urging votes for its two nominees, Rebekah Lowe and Dwight Jacobs.The company is strongly opposing activist nominee Rory Held, arguing his ties to the Sackler family create conflicting loyalties and potential fiduciary conflicts if elected.Activist Investor Summer Road said: "Our independent director candidate, Rory A. Held, is not a member of the Sackler family and has never worked with Purdue Pharma."Ingles said: But, in a time when public records are available to anyone, Summer Road and Rory Held can run, but they cannot hide – although they have tried. Summer Road has accused Ingles of not understanding public company governance. However, Ingles understands public company governance just fine”And:Rory Held’s Loyalties Are Owed to the Sacklers, Including the Former Co-Chairman of the Purdue Pharma Board of Directors.Rory Held is Deeply Intertwined with the Sackler Family Trusts Used to Hold Funds Salvaged from the Purdue Pharma Bankruptcy.As a Trustee for Several Sackler Family Trusts, Rory Held Has Legal Duties of Loyalty to the Sackler Family – These Duties Don’t Disappear Even if He Serves on the Ingles Board.Summer Road Has Hidden Rory Held’s Years of Service and Loyalty to the Sacklers from Ingles and Ingles Shareholders.And in my favorite proxy cage fight headline of the week happening at the company Radcom: “Value Base has joined forces with the late founder’s children in efforts to oust the chairman and most of the board, including the late founder’s second wife.” <VOTE RESULTS BUMPER>VOTE RESULTS TABLE April 16-April 23 33 meetings at large market caps total SHPs: 134 at AdobeAct by Written Consent:SYNOPSYS INC (SNPS): 40% yesTEXAS INSTRUMENTS INC (TXN): 45% yesBOEING CO (BA): 39% yesexcessive golden parachutesHUMANA INC (HUM): 41% yesADOBE INC. (ADBE): 8% yesDespite 49.5% NO on payindependent board chairPPG INDUSTRIES INC (PPG): 32% yes2 Hate SHPs continue to suck 7 pay over 10% NOADOBE INC. (ADBE): 49.5% noPay CommitteeAmy Banse (Chair): 15% noCristiano Amon: 4% noMelanie Boulden: 4% noDavid Ricks: 5% noexcessive golden parachutes SHP: 8% yesBank of New York Mellon Corp (BK): 45% noPay CommitteeElizabeth E. Robinson, Chair: 7% noM. Amy Gilliland: 4% noJeffrey A. Goldstein: 5% noK. Guru Gowrappan: 4% noRalph IzzoBroadcom Inc. (AVGO): 34% noPay Committee Chair Harry You: 26% noSpecial meetings:Warner Bros. Discovery, Inc. (WBD): Special: Merger 99% yes; pay 83% noDigitalBridge Group, Inc. (DBRG): Special: Merger 97% yes; pay 77% noDirectors 23 over 10% SMITH A O CORP (AOS): dual class: class A 6 dirs 100%; common: Christopher L. Mapes 36% no; Dr. Ilham Kadri 52% noIn accordance with the Company’s Director Resignation Policy, Dr. Kadri tendered to the Nominating and Governance Committee an offer of resignation from the Board, subject to a determination of the Board whether to accept the offer of resignation. Following the tender of offer of resignation by Dr. Kadri and in accordance with the Policy, the Committee (with Dr. Kadri recusing herself) considered the offer of resignation at a meeting on April 14, 2026. Based upon, among other things, the skills and qualifications of Dr. Kadri to be a member of the Board, her past contributions to the Board, and the belief that the “withheld” votes for Dr. Kadri, who is a highly valued member of the Committee, were primarily reflective of stockholder views regarding the Company’s dual class capital structure and not because of any specific objection to Dr. Kadri, the Committee recommended that the Board reject the offer of resignation. At a meeting of the Board on April 14, 2026, the Board (with Dr. Kadri recusing herself) reviewed and considered the Committee’s recommendation and, based on the recommendation of the Committee and its reasons for the recommendation, unanimously rejected the offer of resignation of Dr. Kadri.Super Micro Computer, Inc. (SMCI): classified: Charles Liang (CEO/Chair) 16% no; Tally Liu 29% no; Sherman Tuan 39% noBroadcom Inc. (AVGO): Harry L. You 26% noADOBE INC. (ADBE): Frank Calderoni 12% no; Amy Banse 15% no; Daniel Rosensweig 31% noOther stuffTexas Capital Bancshares: Redomestication (Delaware to Texas): 55% NOSubject to stockholder approval of the Texas Redomestication Proposal, the Board is requesting that stockholders provide their approval to raise the ownership threshold to submit shareholder proposals from the current level provided under SEC Rules to three percent (3%) (or$1M) of the outstanding shares: 87% noEven the "procedural" Proposal 6 failed (31.08%), meaning shareholders didn't even want to give management extra time to lobby for the other failing items: 69% noUpcoming Meetings (April 27-May 1)Upcoming Annual Shareholder Meetings: April 2026Company NameMeeting DateMarket CapGenuine Parts CompanyApril 27, 2026$20.6 BillionWells Fargo & CompanyApril 28, 2026$284.9 BillionConstellation Energy CorpApril 28, 2026$68.2 BillionCorteva Inc.April 28, 2026$41.3 BillionExelon CorporationApril 28, 2026$36.7 BillionThe Coca-Cola CompanyApril 29, 2026$271.4 BillionAmeriprise Financial, Inc.April 29, 2026$47.2 Billion<THE BIG VOTE BUMPER>THE BIG VOTEWELLS FARGOAGM Date: April 28, 2026: Virtual2026 Proxy2025 Proxy2025 Voting results2024 Voting resultsGeneral ObservationsOwnershipInstitutional voting powerVanguard 10%BlackRock 9%Fidelity 6%Performance outliers:Overall: All between .214 and .320EBITDA ..Carbon ..TSR ..Controversies ..Board stuffCommitteesAudit (a)Human Resources (c)Governance & Nominating (n)Finance (f)Risk (r)FFA Skills (Non-Executive DIrectors)Economics and Accounting 23%Mechanical 15%Building and Construction 5%Public Safety and Security 5%Proxy SkillsGender Power Gap -17%OtherTop 6 influencers are men with aggregate 72%DIRECTORSSteven D. Black 73/2020/m fnc 10%Lead Independent Director; Former Co-CEO, Bregal Investments; former Vice Chair JPMorganPrior Public Company Directorships: The Bank of New York Mellon Corporation; Nasdaq, Inc. Votes Against Last AGM: 3% noMark A. Chancy 61/2020/m af 3%Former Vice Chair, SunTrust BanksPrior Public Company Directorships: EVO Payments, Inc.Votes Against Last AGM: 2% noTheodore F. Craver, Jr. 74/2018/m Afn 9%Former Chair/CEO, Edison InternationalOther Current Public Company Directorships: Duke Energy Corporation (Independent Chair, corporate governance committee chair; compensation and people development committee)Prior Public Company Directorships: Edison International; Health Net, Inc.Votes Against Last AGM: 3% noRichard K. Davis 68/2022/m Nr 8%Former CEO, Make-A-Wish America; Former CEO/Chair, U.S. BancorpOther Current Public Company Directorships: Mastercard Incorporated (human resources and compensation committee chair; nominating and corporate governance committee); Dow Inc. (and its predecessor entities) (Lead Director; audit committee chair; corporate governance committee)Prior Public Company Directorships: Xcel Energy; U.S. BancorpVotes Against Last AGM: 2% noFabian T. Garcia 66/2024/m f 4%Global President, Personal Care, Unilever PLC Prior Public Company Directorships: Arrow Electronics, Inc.; Kimberly-Clark Corporation; Revlon, Inc.Votes Against Last AGM: 2% noWayne M. Hewett 61/2019/m Fcr 11%Senior Advisor, Permira; former CEO, Klöckner Pentaplast Group and Arysta LifeScience CorporationOther Current Public Company Directorships: The Home Depot, Inc. (leadership development & compensation committee chair; audit committee); United Parcel Service, Inc. (audit committee); Resolute Holdings Management, Inc. (audit committee)Other Leadership Service: Cambrex Corporation (Board Chair); Quotient Services (Board Chair)Votes Against Last AGM: 5% noCeCelia G. Morken 68/2022/f an 6%Former CEO, Headspace; former EVP, IntuitOther Current Public Company Directorships: Genpact Ltd (audit committee; compensation committee)Prior Public Company Directorships: Alteryx, Inc.Votes Against Last AGM: 3% noMaria R. Morris 63/2018/f Rc 3%Former EVP and Head, Global Employee Benefits business, MetLifeOther Current Public Company Directorships: S&P Global Inc. (nominating and corporate governance committee chair; executive committee; finance committee); The Allstate Corporation (compensation and human capital committee; nominating, governance, and social responsibility committee)Votes Against Last AGM: 4% noFelicia F. Norwood 66/2022/f r 0%Chief Health Benefits Officer, Elevance Health, Inc.Prior Public Company Directorships: Hill-Rom HoldingsVotes Against Last AGM: 2% noRonald L. Sargent 70/2014/m Can 15%Chair/former Interim CEO, The Kroger Co.; Former CEO/Chair, Staples, Inc.Other Current Public Company Directorships: Five Below, Inc. (compensation committee chair; nominating & governance committee); The Kroger Co. (Board Chair)Prior Public Company Directorships: Staples, Inc. (Board Chair); Home Depot, Inc.; Mattel, Inc.Votes Against Last AGM: 10% noCharles W. Scharf 61/2019/m 19%Chair (2015-)/CEO (2019-), Wells Fargo; former CEO/Chair The Bank of New York Mellon Corporation; former CEO VisaOther Current Public Company Directorships: Microsoft Corporation (compensation committee; governance & nominating committee)Prior Public Company Directorships: The Bank of New York Mellon Corporation (Board Chair); Visa, Inc.Votes Against Last AGM: 2% noSuzanne M. Vautrinot 66/2015/f r 7%President, Kilovolt Consulting, Inc.; former Major General and Commander, U.S. Air Force, Air Forces Cyber and Air Force Network Operations Other Current Public Company Directorships: CSX Corporation (audit committee; governance committee); Ecolab Inc. (safety, health & environment committee chair; audit committee); Parsons Corporation (corporate governance & responsibility committee chair; audit and risk committee)Prior Public Company Directorships: NortonLifeLock Inc.Votes Against Last AGM: 3% noSAY ON PAY8% NO 2025CEO Pay Ratio 1,152:1; $94,522,642:$82,044TSR1-Year TSRAbsolute TSR: 26%Relative TSR: 25th percentileRank: 7 out of 93-Year TSRAbsolute TSR: 128%Relative TSR: 46th percentileRank: 7 out of 125-Year TSRAbsolute TSR: 224%Relative TSR: 64th percentileRank: 5 out of 12Board approved total compensation:$31.2 million for performance year 2024$40.0 million for performance year 2025special $60M equity award to CEO $9M retention cash award to Kleber SantosRelative Return on Tangible Common Equity (ROTCE) Payout: 25th percentile: 50%50th percentile: 100% SHPsIndependent Chair, National Legal and Policy CenterGovern by Majority Vote, John CheveddenEnergy Supply Ratio, The Comptroller of the City of New YorkEnergy Supply Ratio 18% YES in 2025High-Carbon Financing Litigation Risks, As You SowBoard Committee on Indigenous Peoples’ Rights, American Baptist Home Mission SocietiesRespecting Vendor Civil Liberties, Ridgeline Research/American Conservative Values ETF2025 SHPsEnergy Supply Ratio 18% YESPrevention of Workplace Harassment 15% YESRespecting Indigenous Peoples’ Rights 12% YESCongruency of Political Spending 11% YESMattA Wells Fargo Blame game: shareholder proposal editionNational Legal and Policy Center36 filing mentions in 2026Shareholders request the Board of Directors (“Board”) of Wells Fargo & Company (“Wells Fargo” or “Company”) adopt as policy, and amend the governing documents as necessary, to require hereafter that that two separate people hold the office of Chairman of the Board (“Chair”) and the office of the Chief Executive Officer (“CEO”)On July 29, 2025, the independent members of the Board of Directors (the “Board”) of Wells Fargo & Company (the “Company”), consistent with the recommendation of the Human Resources Committee of the Board (the “HRC”), awarded Chief Executive Officer and President Charles W. Scharf a one-time equity award (the “Award”), consisting of Restricted Share Rights (“RSRs”) with a grant date value of approximately $30 million and 1.046 million Stock Options (“Options”).On July 29, 2025, the Board approved and adopted the Company’s By-Laws (as amended and restated, the “By-Laws”), effective immediately. Among other things, the amendments remove the requirement that the Chairman of the Board be an independent director. The Board also amended the Company’s Corporate Governance Guidelines (the “Guidelines”) to, among other things, require a Lead Independent Director if the Chairman of the Board is not independent. Consistent with this change, the independent directors of the Board intend to appoint Mr. Scharf as Chairman of the Board, and to appoint a Lead Independent Director of the Board.WHO DO YOU BLAME?If you’re voting for this SHP, you HAVE TO CONSIDER voting against the people who adjusted the bylaws in 2025 to recombine the CEO/chair role, right? The people made the decision:Chair Steven BlackRelinquished his role - was chairAnd no wonder - Black worked at JPM with Scharf, they were both CEOs of divisions - and Black was added to the board BY ScharfBlack by far the highest paid director both this year and last - over 600k in summary reported pay, high even for a chair, with realized pay much greaterBlack on the human resources committee of the boardThe ENTIRE boardThe ENTIRE BOARD was present for the switch - there are no new membersThe board response includes this line: “Unless the Board Chair is independent, our Corporate Governance Guidelines require the annual selection, by the Board’s independent directors, of a Lead Independent Director, whose key responsibilities are described in our Corporate Governance Guidelines”They are using as a justification for rejecting the separation of CEO and Chair the governance language they themselves added last year - like saying “we’re just following the rules” right after you set the rulesCharlie ScharfWent from 19% influence to 24% influence with the chair change, and oddly it came at the expense of Ronald Sargent (from 15 to 14) and Wayne Hewett (from 11 to 10) while HELPING Steven Black (from 10 to 11)This was pure power consolidation for the CEO - side-moting Black, his friend, and taking another role himself effectively consolidated power between himself and BlackChairman and co-founder of NLPC Peter FlahertyWho unironically is now running headlines about NLPC’s attempts to separate CEO and board chairs while being a CEO and board chair of his non profitJohn Chevedden239 filing mentions in 2026Shareholders request that the Board of Directors take each step necessary so that each voting requirement in our charter and bylaws (that is explicit or implicit due to default to state law) that calls for a greater than simple majority vote be replaced by a requirement for a majority of the votes cast for and against applicable proposals, or a simple majority in compliance with applicable lawsSimple majority actually won already, but Wells Fargo didn’t actually have enough votes present at the meeting to meet the actual threshold required - Chevedden is demanding they adjourn the meeting and get enough votes present, to which Wells Fargo says it’s too expensive and hardWHO DO YOU BLAME?InvestorsFirst, they don’t actually show up - the fact that over one fifth of investors don’t vote at all is laughableSecond, in 2024, the one remaining element that required a supermajority to overturn, the Local Directors clause in the by laws, got 78.7% instead of 80%John CheveddenI get the principled stand of majority voting for ALL amendment changes, but I’m unclear where and when the last remaining bylaw that requires supermajority ever is triggeredThe “Local Directors” clause states:If the company buys >50% of voting stock of a financial institution AND if the company explicitly agrees to abide by the Local Directors bylaw, Wells Fargo then HAS to cast its votes such that 75% or more of the subsidiary board of directors are residents of the city where the subsidiary is headquarteredThe bylaw generally exists to support local banks from massive institutional takeover, even though it has a supermajority requirement for overturningI’m not exactly sure why anyone cares about this? Is this just a copy/paste? The investor downside is no control over a local bank (which, OK, fine) but the control is in favor of a community over profit (which, yes, good?) and a smaller, parochial talent pool (which, so??)It’s a Wonderful LifeIf you sided with Potter - profit over community - this is the George Bailey clauseThe Comptroller of the City of New York11 filing mentions in 2026Shareholders request Wells Fargo & Company (“Company”) disclose annually its Energy Supply Ratio (“ESR”), defined as its total financing through equity and debt underwriting, and project finance, in low-carbon energy supply relative to that in fossil-fuel energy supply. The disclosure, prepared at reasonable expense and excluding confidential information, shall describe Company’s methodology, including what it classifies as “low carbon” or “fossil fuel.” Company should include lending in its ESR if methodologically soundAt least second time in as many years for this proposal - basically it’s a request for how much fossil fuel funding relative to renewable funding the bank does17% support in 2024, which is not nothing - and honestly, doesn’t the bank have this information handy?WHO DO YOU BLAME?The 2021 Wells Fargo boardFrom the 2021 proxy: On March 8, 2021, Wells Fargo announced a major step in our efforts to support the transition to a low-carbon economy by setting a goal of net-zero greenhouse gas emissions – including our financed emissions – by 2050. To help meet this ambitious goal, Wells Fargo will, among other things, measure and disclose financed emissions for select carbon-intensive portfolios; set interim emission reduction targets; deploy more capital to finance climate innovation; and continue to work with our clients on their own emissions reductions efforts. Wells Fargo also will launch an Institute for Sustainable Finance to manage the deployment of $500 billion of financing to sustainable businesses and projects by 2030.By the end of 2025, they were 53% of the way to the $500bn goal by double counting - 63% of their current financing toward the goal were jointly underwritten loans, so they raised much much less.Wells Fargo was the first major US bank to abandon the net zero goal entirely and quit everythingIf the board from 2021 hadn’t set such an ambitious greenwashy goal, this board wouldn’t have to deal with these proposals. Oh, wait… Suzanne Vaturinot and Wayne HewettIf you’re going to vote FOR this, don’t you also vote AGAINST the directors who helped make Wells Fargo less transparent, set overripe press-release-y goals, and scrap everything as soon as the tide shifted?Black, Chancy, Craver, Hewett, Morris, Sargent Scharf, Vautrinot - 67% of the board today SET THESE TARGETSIncluding TWO members today (Vautrinot and Hewett) who were on the three person now dead Corporate Responsibility committeeFernando Rivas, head of Investment BankingHe doesn’t have one analyst who can spend 14 minutes preparing this? He was awarded $16m in stock in 2024 - as much as Scharf was awarded in 2023 - and he can’t afford an Upworker to get this info?They actually claimed in the response that BloombergNEF already OFFERS this ratio - does Fernando not have a Bloomberg account?As You Sow34 filing mentions in 2026Shareholders request that Wells Fargo issue a report, at reasonable expense and excluding confidential information, that evaluates and describes the range of climate-related litigation risks associated with its financing of high-carbon activitiesSee above for the dissolution of climate targets entirely, but As You Sow is smart enough to put in cases relevant to the ask… sort of? They cite ongoing cases and BNP Paribas and ING Bank, where plaintiffs Oxfam and Dutch activists are suing the banks - two EU banks with two EU activist orgs doesn’t exactly sound like a real likely outcome for Wells Fargo?WHO DO YOU BLAME?See above - all the same people, with one additionAmerican Baptist Home Mission Societies1 filing mention in 2026American Baptist is basically the nuns - religious groups for environmental and social justiceShareholders request the Board of Directors of Wells Fargo & Company charter a new committee of independent directors on Indigenous Peoples’ Rights to oversee the Company’s management of actual and potential adverse impacts on Indigenous Peoples arising from its financing activities. This oversight should include general corporate and project-specific financing. The committee charter should authorize the committee to meet with affected Indigenous rights-holders, communities, employees, customers, and other relevant stakeholders, and to retain independent experts as neededIn January 2025, WFC disbanded the Corporate Responsibility Committee and “folded” it into the Governance & Nominating CommitteeIt had been a woman-only committee - Celeste Clark chaired (no longer on the board), CeCe Morken, Felicia Norwood (the one black person on the board), and Suzanne VautrinotThe ask for an additional committee substantially duplicating what would have squarely fit in the existing committee that is now dissolved is headscratching, as WFC has shown it doesn’t care about stakeholders - but if you want to vote for this, you should be voting out the directors who made it necessary to create a new committeeWHO DO YOU BLAME?Steven Black, then board chairWhen Black was board chair, this would have been under his purview to dissolve the committeeCharlie SharfNothing actually happens without CEO clearanceCeCe Morken, Felicia Norwood, and Suzanne VautrinotThe members of the committee - that allowed themselves to be dissolved. Vautrinot also set Wells Fargo up for dissolving the committee in the first place - she was on the Corporate Responsibility committee when it set the lofty greenwashy goals in 2021, and sat on it all the way through dissolutionCommittee was formed in January 2011Ridgeline Research LLC / American Conservative Values ETF49 and 61 filing mentions in 2026Shareholders request the Board of Directors of Wells Fargo & Company conduct an evaluation and issue a report within the next year, at reasonable cost and excluding confidential information, assessing how the Company’s DEI requirements for vendors, suppliers, and contractors impacts Wells Fargo & Company legal, reputational, operational, and other relevant risks related to discrimination against individuals based on their race, color, religion (including religious views), sex, national origin, or political viewsDEI! Ridgeline/American Conservative Values is run by William Flaig and is the only investment “research” firm I’ve seen with a “Political Research Consultant” listed among the leadership (three white dudes - Tom Carter, Don Irvine)Three white dudes are asking WFC to issue a report on how having DEI requirements causes reputational risk of discrimination against white dudes and conservatives - standard conservative fare at this point, but… WHO DO YOU BLAME?Felicia NorwoodShe manages benefits at Elevance Health, is one of three board members without either financial services OR accounting/reporting experience per the filing’s self reported skills matrix - and the other two are the Hispanic man and another womanShe’s a black woman - definitionally, if you are FOR this proposal you are likely against black women in these roles given they are clearly not qualifiedShe was added in 2022, in the height of DEI feverRichard DavisChair of the Governance Committee that ostensibly oversees this as an issue (governance, supplier relations) from the board since the Corporate Responsibility committee was dissolvedCEO of Make-A-Wish, which sounds wokeTed CraverOn pure numbers, since we’re worried about the meritocracy and discrimination, Craver should fail:337 overall batting average, including 094 career controversies average8 human rights flags (which include issues related to discrimination), and in his tenure at the company he’s been flagged twice for being in the bottom quartile of TSRHe’s 74 years old with an 8 year tenure and 9% influence, is connected to 15% of the board and was tagged as being a “deferential director” - less likely to represent shareholders than managementGot an MBA but was CEO of a public utility, nothing in financeCharlie ScharfThat’s the Proxy Countdown for the week of April 20, 2026. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAids
April 16, 202657 min
Johnson & Johnson’s big swing. Plus, DOW’s new CEO, Snap layoffs, Meta man board
A 100% increase in black female CEOs at Fortune 500 companiesThe wild wild west of CFO transitionsSnap’s AI-branded mismanagement umbrellaShareholder Proposals are becoming old-fashioned againAnd on The Big Vote, Matt finally digs into wayward bandaids<TRADE WIRE BUMPER>Trade WireTop Stories:30 Filings since April 8The headlinesDOW INC. appointed Karen Carter as CEO, to succeed Jim Fitterling, who will remain as Executive ChairKaren is only the 2nd black woman CEO in the Fortune 500 (Thasunda Brown Duckett at TIAA).She was most recently COO where she had strategic oversight of Dow’s business operating segments – Packaging & Specialty Plastics, Industrial Intermediates & Infrastructure, and Performance Materials & Coatings – as well as the Research and Development, Environment, Health, Safety and Sustainability and Commercial organizationsCarter joined Dow in 1994 and previously served as Dow’s Chief Human Resources Officer and Chief Inclusion Officerappointed new CEO Karen S. Carter to board on the same day as the AGM but she was not on the ballot8 CFO transitionsFEDEX CORP: The Company will conduct a comprehensive internal and external search for a permanent successorCorebridge Financial: Interim CFO received (i) a $750K special retention equity award and (ii) an increase in his target short-term incentive award for 2026 to $800,000 from $400,000.Meta Platforms: directors Hock E. Tan and Tracey T. Travis are resigningHock, the CEO of Broadcom, lasted for only 2 years and bounced right after Meta said it agreed to deploy 1 gigawatt of custom artificial intelligence chips using Broadcom technology as part of a multi-gigawatt dealDown to 2FMetaWith Tracey T. Travis resigning, Meta’s board will–brace yourself–have only 2 female directors. But don’t worry they still have:Dana White (domestic violence)Tony Xu (Bro Culture allegations about DoorDash work cultureMarc Andreessen: leading anti-DEI voice in Silicon Valley: stating that the programs are "discriminatory against merit"Peggy Alford was an executive at the Chan Zuckerberg InitiativeZuckStupid moneyTENET HEALTHCARE: Paola Arbour will retire from her role as CIO but will remain employed on a part-time basis in a non-executive role through April 1, 2028 to provide continuing transition services and support. Under the Agreement, Ms. Arbour will receive a weekly salary of $820. In addition, she will remain eligible to participate in the Company's medical, dental and prescription benefits, and will continue to vest and receive service credit under the Company’s Executive Retirement Account through April 1, 2028.AeroVironment: Brad Truesdell will provide consulting services to the Company through his limited liability company, Truesdell Capital LLC, for up to approximately 26 months after the end of his employment with the Company at a rate of $200.00 per hourAlphabet Inc.: equity awards for non-CEO NEOs: $130M total for 4 NEOs and an additional $22M "transition amount" following the discontinuation of the SVP Bonus program in 2025. MARSH & MCLENNAN: Mark McGivney was appointed COO and CFO and will get $10M golden hello equity award<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHSnap plans to lay off 16% of its employees, around 1,000 people, citing “rapid advancements in artificial intelligence.”Snap’s layoffs follow demands last month from Irenic Capital Management, an activist investor whose portfolio manager wrote a letter to the Snap CEO Evan Spiegel, calling on him to reduce costs and headcount while criticizing the company’s current strategy.In Spiegel’s memo to staff, he claimed that the layoffs would move Snap towards profitability and suggested that artificial intelligence could fill the lack of human labor.CarMax will add two members to its board following discussions with activist investor Starboard Value, which agreed to withdraw its director nominations ahead of the company’s annual shareholder meetingThe new board members will be Jim Kessler and William Cobb, the latter of whom was one of Starboard’s two nominees to the boardInvestor services and proxy advisory company Institutional Shareholder Services (ISS) announced that it has filed a federal lawsuit aimed at challenging a new Indiana law – that has been replicated in several states – that would require proxy advisers to provide what it called “a regime of state-law mandated warnings” when recommending voting against company management. Essentially: a Pledge of Allegiance to the Anti-WokeThe new law, introduced and passed earlier this year, requires proxy advisors recommending votes against management policies to make disclosures to clients and to the company if the recommendation is not based on a “written financial analysis” that considers the short term and long term financial benefits and costs of the proposal, and if the analysis has been made, to make it available upon request <VOTE RESULTS BUMPER>VOTE RESULTS TABLE 7 meetings market cap over $1 billion total SHPs: 2LENNAR CORPEqual Voting Rights for Each Share-John Chevedden 37% yesDisclosure of Voting Results by Share Class-Treasurer of the State of Illinois 25% yes; used a Sonnenfeld paper to defend SHP 1 1 pay over 10% NO COOPER COMPANIES: 10% noDirectors 8 over 10% Biglari Holdings: whole board (including Sardar Biglari) averaged about 12% NOSardar Biglari owns 73%LENNAR CORPJeffrey Sonnenfeld 19% no (HIGHEST)Stuart Miller 14% noOther stuffUpcoming Meetings (April 20-24)16 AGMs2 special including KKR: as part of 12/31/26 sunsetting of KKR’s dual class shares: it can be done, people7 of 14 companies have SHPs: 9 SHPs total7 G1 H1 S: NC State Sen. Julie Mayfield at HCA Healthcare: report describing the healthcare consequences and impacts its hospital acquisitions in the last decade have had on impacted communities: including (i) the number of physician departures post-acquisition; (ii) a comparison of pre- and post-acquisition patient satisfaction ratings; (iii) a comparison of the number of staff per occupied beds pre- and post-acquisitionCompany NameMeeting DateMarket CapSHPsDomino’s PizzaApril 21, 2026$16.4B2: GGKKR & CoApril 21, 2026$94.7BSpecial: as part of 12/31/26 sunsetting of KKR’s dual class sharesNorthern Trust CorpApril 21, 2026$19.2B0U.S. BancorpApril 21, 2026$68.5B0PSE&GApril 21, 2026$38.3B0MSCI Inc.April 21, 2026$43.6B0Fifth Third BancorpApril 21, 2026$26.8B0Sherwin-WilliamsApril 22, 2026$92.4B1: GLevi Strauss & Co.April 22, 2026$8.2B1: HJohnson & JohnsonApril 23, 2026$578.3B0: GPfizer Inc.April 23, 2026$162.5B1: GHCA HealthcareApril 23, 2026$88.1B2: SG: NC State Sen. Julie MayfieldWarner Bros. DiscoveryApril 23, 2026$21.4BSpecial: MergerEdison InternationalApril 23, 2026$31.9B1: GAbbott LaboratoriesApril 24, 2026$204.7B0Stanley Black & DeckerApril 24, 2026$14.8B1: G<THE BIG VOTE BUMPER>THE BIG VOTEJOHNSON & JOHNSONAGM Date: April 23, 2026: Virtual2026 Proxy2025 Proxy2025 Voting results2024 Voting resultsGeneral ObservationsOwnershipInstitutional voting powerVanguard 10%BlackRock 8%State Street 6%Performance outliers:Overall: .Joaquin Duato .348EBITDA .565Mark McClellan .244Carbon .664Paula Johnson .127TSR .490Joaquin Duato .349Controversies .288Jennifer Doudna .017, Marillyn Hewson .041, Paula Johnson .074, Joaquin Duato .078Board stuffCommitteesAudit (a)Compensation & Benefits(c)Nominating & Corporate Governance (n)Regulatory Compliance & Sustainability (s)Science & Technology (t)Also: Finance (f) AND Special Committee – Orthopaedics Separation (o)FFA Skills (Non-Executive DIrectors)Economics and Accounting 16%Law and Government 11%Building and Construction 10%Biology 8%Mechanical 6%Medicine and Dentistry 6%Proxy SkillsAcademia/Government: 7 out of 12Digital: 4 out of 12Experience or expertise in the use and deployment of digital technologies to facilitate business objectives, including cybersecurity and data privacyExecutive Leadership: 11 out of 12Financial: 8 out of 12Healthcare Industry: 8 out of 12International Business/Strategy: 8 out of 12Marketing/Sales: 5 out of 12Regulatory: 8 out of 12Science/Technology: 5 out of 12Advanced scientific or technological degree and related work experience in a scientific or technological fieldGender Power Gap -9%Board power: LD and CEO: 42%DIRECTORSMary C. Beckerle, Ph.D. 71/2015/f St 4%University of Utah, Distinguished Professor of Biology and Oncological SciencesOther Public Company Boards: Exelixis (since 2024); Huntsman Corporation (since 2011)Votes Against Last AGM: 3% noJennifer A. Doudna, Ph.D. 62/2018/f ns 5%University of California, Berkeley: Principal Investigator, Doudna Lab; Founder, Innovative Genomics Institute; Nobel Prize Recipient in Chemistry (2020)Other Public Company Boards:Tempus AI, Inc. (since 2024)Votes Against Last AGM: 2% noJoaquin Duato 63/2022/m F 25%Chair/CEOOther Public Company Boards: Hess Corporation (2019-2022)Votes Against Last AGM: 8% noMarillyn A. Hewson 72/2019/f Ncfo 17%Lead Independent DirectorFormer CEO/Chair Lockheed MartinOther Public Company Boards: Chevron Corporation (since 2021); Lockheed Martin Corporation (2012-2021)Votes Against Last AGM: 3% noPaula A. Johnson, M.D. 66/2023/f ns 3%Wellesley College, PresidentOther Public Company Boards: Abiomed, Inc. (2020-2022); Eaton Vance Corp. (2018-2022); West Pharmaceutical Services (2008-2021)Votes Against Last AGM: 2%Hubert Joly 62/2019/m Ano 12%Former CEO/Chair Best BuyOther Public Company Boards: S&P Global, Inc. (since 2026); Ralph Lauren Corporation (2009-2025); Best Buy Co., Inc. (2012-2020)Votes Against Last AGM: 3% noMark B. McClellan, M.D., Ph.D. 62/2013/m st 5%Duke University: Director, Duke-Robert J. Margolis, MD, Center for Health PolicyOther Public Company Boards: Alignment Healthcare (since 2021); Cigna Corporation (since 2018)Other affiliations: Director, Research! America; Chair, National Academy of Medicine, Consortium for Value and Science-Driven Healthcare; Director, National Alliance for Hispanic Health; Director, PrognomIQ, Inc.; Director, United States of Care; Co-Chair Guiding Committee, Health Care Payment Learning and Action NetworkVotes Against Last AGM: 3% noJohn G. Morikis 62/2025/m ac 14%Former CEO/Chair Sherwin-Williams CompanyOther Public Company Boards:General Mills, Inc. (since 2024); United Parcel Service, Inc. (since 2025); Whirlpool Corporation (since 2025)Votes Against Last AGM: n/aDaniel E. Pinto 62/2025/m aco 0%COO JPMorgan ChaseOther Public Company Boards: noneVotes Against Last AGM: n/aMark A. Weinberger 64/2019/m aoS 7%Chair/CEO Ernst & YoungOther Public Company Boards: JPMorganChase (since 2024); MetLife Inc. (since 2019); Saudi Aramco (since 2019); Accelerate Acquisition Corp. (2021-2022)Votes Against Last AGM: 5% noNadja Y. West, M.D. 64/2020/f sto 4%U.S. Army (retired) Lieutenant GeneralOther Public Company Boards: Nucor Corporation (since 2019); Tempus AI, Inc. (since 2024); Tenet Healthcare Corporation (since 2019)Votes Against Last AGM: 3% noEugene A. Woods 61/2023/m Sc 5%CEO Advocate HealthOther Public Company Boards: Best Buy Co., Inc. (2018-2024)Votes Against Last AGM: 4% noSAY ON PAY9% NO 2025Half of LT equity based on Relative TSR: “If TSR is negative, the percentage of target earned based on TSR performance is capped at 100%.”CEO Total direct compensation 2023 to 2025: $21,634,615…$24,580,000…$27,142,000Total summary: $24.3M 2024 to $32.8M in 2025personal use of corporate aircraft of $161,687, and personal and home security services of $367,977360 to 1 CEO pay ratioSHPIndependent Board Chair, The Accountability BoardHuman Rights Impact Assessment: 11% YES in 2025Golden Parachutes: 5% YES in 2025MATT:SHOT CLOCK: 30 MINStockUp 52% 1Y, 44% 5Y64th straight year of dividend increase2024 PE was around 10x, now to 20x - spun Kenvue, went all in on bigger long term drug bets and shed “stability”So if you’re basically betting the stock price and story on big future bets AND still selling the idea of “stability” with dividends but spun off the stable revenue generator of Kenvue, you have some new risk:Dividend eats ability to make the big bets - short change the big bet costs for dividends to placate investorsBig bets eat dividends - you need the big bets to pay, if they don’t you take from investors to fund itSo you need a “big bet board”, right? You need a board that knows the pipeline of drugs, values it properly balancing investor risk, and has a long view of the potential returnsBig bet board, or big friend board?Drug company making big drug bets should probably have medicine/drug experts:First thing worth noticing - why are 80% of the MD/PhD members of the board women, but only 41% of the board is women?Men: Best Buy, Sherwin Williams, JPM, EY, Duke Professor of Medicine and Policy, Advocate Health (black man)Women: Professor biology, professor biochemistry/biophysics, Lockheed Martin, president Wellesley (black woman), Army surgeon (black woman)Marillyn Hewson only woman without a PhD, was CEO of Lockheed which is incongruous to JnJDoes any one board encapsulate the gap between male board standards and female board standards better?Here’s a game - guess who doesn’t have the skill:If you guessed the CEO does NOT HAVE ADVANCED SCIENTIFIC DEGREE OR RELATED WORK EXPERIENCE, you’d be correctSpeaking of qualifications, here is the board skill requirements for a position:“Have expertise and experience relevant to our business and the ability to offer advice and guidance to the CEO based on that expertise and experience.”So explain John Morikis - who spend 40 years at Sherwin Williams and has no other experienceIf CEO/leadership is his core value add, you kind find CEOs everywhereSkills matrix give Morikis “Healthcare Industry” experience - he has board positions at UPS, General Mills, Whirlpool, and Chairman of the Board of Directors for University Hospitals Health System, IncUH is based in Ohio - where Morikis is from - and the qualifications to join the board is be rich and be from OhioIt’s a fundraising gig conflated into Healthcare Industry experience for the skills matrixAll of Morikis’s other skills are marketing, international business, and finance - which accounts for virtually 70% of large cap US company board experience - the talent pool is massiveSo then REALLY why Morikis?Morikis on UH board with Chris Gorman from Keycorp who’s on Business Roundtable with Marrilyn HewsonMorikis’s board member Jeff Fettig was on board of Dupont with… Marrilyn HewsonBig friend LID? What’s the point of a retirement age when the LID Marrilyn Hewson says in the opening letter:“Fostering innovation and continuing this level of performance requires the right mix of expertise and leadership on our Board. To that end, we are pleased to have elected two exceptional new Directors in 2025 — Daniel Pinto and John Morikis. I was personally inspired by the independent Directors' decision to extend my eligibility to serve on the Board for two years beyond the Company's retirement age. I will continue to prioritize engagement with our shareholders and solicit feedback as we strive to maintain the highest standards of governance for the Company.”Power gapsCommittee Chairs:Audit (man), Nom (only woman without a PhD/MD), Comp (man), Regulatory (man), Finance (man), Science (woman, and a five person committee with four women and the one dude PhD)Fun with charts:Joly considered “academic” for giving guest lectures at Harvard - the others are ACTUAL PROFESSORSBrian Hemphill award for overboarding goes to…CEO Duato: JNJ, Business Council, Business Roundtable, New Jersey CEO Council, Spain-US Chamber of Commerce (5 roles)Mark McLellan (longest tenured director): Duke Center for Health director, professor, Alignment Healthcare, Cigna (public companies), Director Research! America, Chair National Academy of Medicine, Director National Alliance for Hispanic Health, Director PrognomIQ, Director United States of Care, Co-Chair Guiding Committee Health Care Payment Learning Action NetworkMark Weinberger: JM, MetLife, Saudi Aramco, Senior Advisor to Tanium, Senior Advisor to Stone Canyon Industries, Senior Advisor to Teneo, Director NBER, Director JUST CapitalNadja West: Nucor, Tempus AI, Tenet Healthcare (public), Trustee Mount St Mary’s, Trustee National Recreation Foundation, Trustee Center for Naval Analysis, Trustee Olmsted FoundationOverlap alertEVERYWHERE - this board is so connected it’s impossible to list it allMost not trying to hide it: Jennifer Doudna on Tempus AI with Nadja WestHubert Joly CEO and chair of Best Buy when Eugene Woods was on boardGAME TIMEVerdict 1: This is not a big bet boardYes, low tenure, yes power dispersion, but NO ONE WITH CORE SKILL has power hereThis ia board’s board more than a future proof board - these are fiscal managers who are largely deferential to management and care more about stability than big twistsVerdict 2: This is traditional overpayerAdvanced metrics show them as overpaying atypical board - they’re paying Duato for eventual performance not current performance - revenue growth is steady but low, TSR is built on the back of eventual returns and PE expansion, not growthSettling corporate problems (vaginal mesh, baby powder) and spinning off Tylenol isn’t a solution to the big bet future and not something you pay a CEO to do - pay jury verdicts (losing) and sell stable assetsVerdict 3: This board is too busy to pay attention anywayVOTE:NO on Marrilyn HewsonStop extending her as LID and ignoring the retirement age for a woman who’s core skill was manufacturing weapons and building connections in government and on boards - also on the pay committeeNO on MorikisWe need the board slot for director whose core skill is in drug big bets, not paint - also on the pay committeeNO on Woods and PintoRound out the pay committee with chair Eugene Woods and member Dan Pinto - if you don’t like pay, you vote against the committee that set the payNO on PayYES on the one shareholder proposal - independent board chairThere is principally zero reason for a CEO who’s been at the company for 30 years, who had bosses, to not need a boss now in the board. He doesn’t have to be chair - he also was at the company on the pharma and consumer health businesses during vaginal mesh and baby powder problems, yeah? Give him a boss.That’s the Proxy Countdown for the week of April 13, 2026. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward Kenvue BandAids
April 9, 202651 min
Adobe’s succession vote, plus Paramount’s whistleblower, BP’s new CEO, AI’s proxy tilt
Trade Wire - BUY/SELLTOP STORIESproxy countdown_trade wire_2025 - Google Sheets: 44 Filings since March 31THE HEADLINESJeff Shell, president and board director at Paramount Skydance, is stepping down after allegations of SEC violationsShell came under scrutiny after gambler and whistleblower R.J. Cipriani filed a $150M lawsuit alleging Shell shared confidential information in violation of SEC rules.Shell previously left his role as NBCUniversal CEO in 2023 after he admitted to having an “inappropriate relationship” with an employee.The company said it did not find an SEC violation. Paramount added in a statement that the claims were “baseless” and said Shell is taking “forceful legal action.”His future at Paramount has been in question since the company beat Netflix in a bidding war in February to acquire Warner Bros. Discovery The acquisition of WBD will bring in many new executives, and Shell, who was not involved in deal talks, didn’t have a defined role at a combined company, CNBC reported last month.Yesterday, a Separation Agreement was announced: Shell will be getting approximately $16M:$5M Cash Severance ($3.5M salary + $1.5M bonus)$11M Equity Acceleration (1,000,000 shares @ $10.95=$10.95M)12 months of COBRA benefits COBRA/Subsidies ~$30,000According to the agreement: “The Executive shall not issue a press statement announcing about the separation without the advance approval of the Company” and “Nothing contained in this Agreement shall be deemed or construed as an admission of wrongdoing or liability on the part of the Company or of the Executive”BP's new CEO Meg O'Neill began her stint on April 1st. She is BP's fourth CEO since 2020 and its first external hire for the role in more than a century. She is the first woman to lead a top-five oil major.Two OpenAI Execs Are Going on Medical LeaveThe company’s chief marketing officer Kate Rouch is reportedly stepping down to recover from cancer.And Fidji Simo, OpenAI’s CEO of artificial general intelligence development — and arguably one of the AI company’s most important cogs — is taking medical leave.“For my entire time here, I’ve postponed medical tests and new therapies to stay completely focused on the job and not miss a single day of work”DOWN TO 2FGlobal Net Leas: P. Sue Perrotty resigning (they also have a M. Therese Antone)Trade Desk:4 directors have left since March 19Kathryn Falberg: Resigned effective March 23, 2026Lise Buyer: Resigned effective April 3, 2026AppLovin: Alyssa Harvey Dawson resigningSTUPID MONEYBunge Global: special, one-time equity awards to NEOs: $13M total; $8M for CEO Gregory Heckman2 $3M golden parachutes at WhirlpoolJames Peters, formerly Chief Financial and Administrative Officer, Whirlpool AsiaAlessandro Perucchetti, formerly President, Whirlpool North AmericaBroadcom: New CFO Amie Thuener ($35.4M equity/$1M cash)Oracle: New CFO Hilary Maxson golden hello: $250K relocation costs; $26M equity (80% time-based).Ms. Maxson will be able to select the equity vehicle for the Equity Grant as either: (1) 100% stock options, or (2) 50% stock options and 50% restricted stock unitsCapital One Financial: special $2M equity award to Chief Enterprise Services Officer and Chief of Staff to the CEO Frank LaPrade: “in recognition of his contributions to completing the Transaction and his anticipated work relating to the integration of the Brex business with the Company”THE ODDITIESNatera: appointed Class I director Eric Rubin, with an initial term expiring at the 2028 AGMHUBSPOT: Ron Gill resigning in June, replacing him will be Mike Berry, appointed in April<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHProxy adviser ISS recommended a vote against the BP board for revoking two resolutions from 2015 and 2019 requiring company-specific climate reporting which passed with near 100% support at the time.At the same time, Activist shareholder Follow This agreed with ISS and warned of possible legal action after BP refused to put a separate shareholder resolution on the agenda of its April 23 AGMShah Capital is renewing its fight to revamp the leadership of Novavax, saying the current board has overseen a “destruction of shareholder value.”Shah Capital, which owns 9% of Novavax’s stock, will vote against the re-election of board nominees and vote NO on Executive Pay, but will not be starting a proxy fight because it will be in the minority “against an entrenched eight-member board.”But why is it entrenched exactly? Nine members: CEO John Jacobs (2023), Chair David Mott (2020), 7 total since 2020, and only 2 women to push around And lastly, New Analysis Finds AI Tilts Towards Shareholder Activists in Proxy VotingAI is currently more likely to support an activist's case for change than an incumbent Board and management team. On average the models recommended just 37% of votes for companies' entire director slates – substantially lower support than ISS and Glass Lewis, which have historically recommended all-management votes in the majority of contests, as well as actual election outcomes. <VOTE RESULTS BUMPER>VOTE RESULTS TABLE 4 meetings since 3/31/26: leagues 3 and 4 Companies with SHPs: 1Hewlett Packard Enterprise: Report on Discrimination in Charitable Support 0.83% yes Bowyer ResearchSay on Pay: 2 over 10% NO; 0 over 15%Hewlett Packard 26%Cooper Companies 10%Directors: 96% average YES: 0 directors over 10% NOHewlett Packard: 98% avg yes (CEO Neri 99.3% yes; Pay Comm Chair Carter 96% yes; 97% avg yes for all F comm): 26% no payUpcoming MeetingsApril 14 Moody's Corporation $82.4 BillionApril 14 BNY Mellon (The Bank of New York) $63.8 BillionApril 15 Adobe $215.3 BillionApril 16 Synopsys $85.9 BillionApril 16 Humana $17.4 BillionApril 16 PPG Industries $32.1 BillionApril 16 HP $30.2 BillionApril 17 The Boeing Company $110.6 Billion<THE BIG VOTE BUMPER>THE BIG VOTEADOBEAGM Date: April 15, 2026: Virtual2026 Proxy2025 Proxy2025 Voting results2024 Voting resultsGeneral ObservationsOwnershipInstitutional voting powerVanguard 10%BlackRock 9%Performance outliers:Overall: .629Dheeraj Pandey .463EBITDA .765Dheeraj Pandey .068Carbon .762David Ricks .410TSR .418Dheeraj Pandey .266Controversies .671David Ricks .282Board stuffCommitteesAudit (a)Executive Compensation (c)Governance & Sustainability (n)Skills (Non-Executive DIrectors)Economics and Accounting 22%Computer and Electronics 8%Communications and Media 5%Medicine and Dentistry 5%Technologist: Directors with expertise in software products, services, engineering or development, computer science, information technology, cybersecurity or technology research and development3/11 directors: lowest categoryAI Experience: Directors with experience leading AI transformation in companies.8/11 directors: Really??Calderoni: an accountant and CEO of a provider of global talent solutionsNarayenAdobe CEO to Step Down in Face of Investor Concerns Over AI: Shantanu Narayen’s planned departure comes at a moment when investors are scrutinizing Adobe’s AI positioning and questioning how well its subscription model will hold up against faster-moving generative AI competitorsAdobe stated the need for new leadership under AI growth as the reason for his departure.Oberg: CFO MarriottRicks: CEO of a pharmaceutical companyRosenweig: CEO of an online textbook rental companyGender Power Gap -9%CEO SuccessionNarayen will remain in the position until a successor has been appointed and will stay on as board chairmanWorking with Lead Director Calderoni on successorDecision was announced 2 weeks after proxy statement so nothing in proxy for shareholders to considerGovernance and Sustainability Committee: “if requested by the Board, assisting the Board in reviewing and assessing performance, management development and succession planning for our senior management, including our CEO”DIRECTORSCristiano Amon 55/2023/m c 7%CEO, QualcommOther Public Company Boards: QualcommVotes Against Last AGM: 3% noAmy Banse 66/2012/f Cn 11%Partner, Mosaic General PartnershipOther Public Company Boards: Lennar Corporation, On Holding AG, The Clorox Company (2016 to 2024)Votes Against Last AGM: 12% noMelanie Boulden 53/2020/f c 6%Former Chief Growth Officer, Tyson FoodsOther Public Company Boards: Cal-Maine FoodsVotes Against Last AGM: 3% noFrank Calderoni 68/2012/m N 11%Lead Director; Former CEO, Velocity GlobalOther Public Company Boards: Anaplan (Chair 2017 to 2022)Votes Against Last AGM: 11% noLaura Desmond 60/2012/f a 4%CEO, Smartly.ioOther Public Company Boards: DoubleVerify Holdings Inc., Capgemini SE (2019 to 2020)Votes Against Last AGM: 5%Shantanu Narayen 62/2007/m 28% noChair/CEOOther Public Company Boards: Pfizer Inc. (Lead Independent Director) Votes Against Last AGM: 11% noSpencer Neumann 56/2022/m a 4%CFO, NetflixOther Public Company Boards: NoneVotes Against Last AGM: 2% noKathleen Oberg 65/2019/f An 6%Former CFO, Marriott InternationalOther Public Company Boards: NoneVotes Against Last AGM: 3% noDheeraj Pandey 50/2019/m a 2%Chair/CEO, DevRevOther Public Company Boards: Nutanix (Chair 2009 to 2020)Votes Against Last AGM: 2% noDavid Ricks 58/2018/m c 12%Chair/CEO, Eli LillyOther Public Company Boards: Eli Lilly (Chair)Votes Against Last AGM: 3% noDaniel Rosensweig 64/2009/m n 9%CEO/Co-Chair, CheggOther Public Company Boards: Chegg, Inc. (Co-Chair), Rent the Runway Inc.Votes Against Last AGM: 7% noSAY ON PAY21% NO 2025Net New Salesas a Percentage of Target for Fiscal Year 2024: 120% and Above = 200% of target sharesas a Percentage of Target for Fiscal Year 2025: 112.3% and Above = 200% of target sharesEquity Awards Granted by the Committee2024: $40.5M for CEO ($92M for all NEOs)2025: $45.5M for CEO ($104.5M for all NEOs)CEO: security services $880,354; personal use of our corporate jet $255,119; CEO Pay Ratio 217:1SHPGolden ParachutesJohn R. Chevedden 47% YES in 2025Board MatrixComptroller of the City of New York: New York City Employees’ Retirement System, the New York City Teachers’ Retirement system and the New York City Police Pension FundCivil Liberties in Digital ServicesAmerican Conservative Values ETF (“for ideologically Conservative investors” which translates into 3 creepy older white dudes)Boycott 57 companies (including Apple, Disney and Target)Stand Against Woke Liberal Investments: We’re taking decisive action against the liberal agenda infiltrating our financial world.It’s time to combat:Big Tech and Banking elites silencing conservative voicesCorporate “woke-ism” masquerading as social responsibility (DEI, Net-Zero)Media companies spewing liberal propagandaCEOs pushing their political agendas and bankrolling socialist causesAttacks on our right to express religious beliefsAssaults on our constitutional right to bear armsThe blatant disregard for the sanctity of human lifeNO CRITERIA LISTED: “We avoid companies that promote liberal causes or alienate conservative customers and employees. Our process is qualitative and evaluates a company’s long-term reputation, business practices, and how it compares to peers in its industry”Retirement Plan Climate RiskAs You SowNew segment called ON THE CLOCKI set a timer for 30 minutes to pull through all Free Float data and come up what I would want on this board. Set myself up for game time - making a voting decision.ON THE CLOCK:Free Float stat sheet:DemoAverage birth year: Lyndon Johnson (1967)Average 74% demographic similarity between board membersAverage tenure = 10 years, 5 directors >10 years, Rosensweig at 17 to Narayen’s 18Power:Max influence: CEO Shantanu Narayen (28%)Daniel Rosensweig (11%) and Frank Calderoni (10%) are on deck36% women, -9% gender power gapBrains82% advanced degree/elite school directorsOnly 8% director merit - mostly fails on performance, you get a lot of interconnected CEOs instead12% experience overlaps Friends82% connected directors (ranks in top 10 for ALL IT sector companies in US/CA/AU/GB)6% have direct connection in common overlapsBehaviorsRanked as atypical overpayer of the CEO - compared to all other large cap IT companies, Adobe’s summary, realized, realized:summary ratio, ceo pay ratio together were near the top (overpay) and abnormal relative to performance (atypical)Performance3 directors of 11 in the last 3yr rank above average on CEO pay ratio batting average - they like paying CEOs3 yr TSR batting average was abysmal (highest .311, average was .241 - below the bottom quartile)CAREER TSR batting average average .369, with three directors below .300 (Melanie Boulden, Dheeraj Pandey, Spencer Neumann)Gaps:EBITDA batting average across every director tenure just at Adobe averages .872 - during every director’s tenure at Adobe, they’re producing earnings nearly in the top 10% of peers - but TSR batting average at Adobe across tenures average .296GAP 1: THEY DON’T GET PAID FOR THEIR EARNINGSMarketing gap? Is the market improperly valuing Adobe? Worried about wrong things?They’ve done this while averaging .761 on controversies at Adobe - meaning earnings without controversies, so market isn’t punishing them for bad behavior, just not valuing the sustainability or long term narrative of the earningsAlso explains the high CEO pay - the pay narrative is structured around TSR (market performance), but the company is paying him for earnings - is it actually high? Or do they just have a massive narrative gap?There are FIVE directors tagged as having marketing/communications knowledge in their backgrounds: Rosensweig, Narayen, Ricks, Boulden, DesmondAre they being underutilized? Or are they just bad at it?All tagged as having knowledge from education - degree attainment, schooling - NONE from industryOne of the knowledge types we tag is Design - despite being a design software firm that helps creatives, only the CEO Shantanu Narayen was tagged with design knowledge - in fact, the skills matrix for directors DOESN’T EVEN INCLUDE A SKILL RELEVANT TO THE USE OF THE PRODUCTS (leadership x2, business dev, AI, ops, finance, legal, sales, technologist, board service)GAP 2: KNOWLEDGE CONSOLIDATED WITH CEOIger corollary: when the CEO is the ONLY one on the board with direct knowledge of how to use or create the product, the information asymmetry between board and executive is wide enough to preclude dissentBecomes a big problem when the CEO needs to be replaced…Team resume reads like a big tech minor league team:Amon: Qualcomm (baby semiconductor chips)Banse: The online strategy for Comcast (they have an online strategy?)Boulden: Tyson Foods “ecommerce portfolio” (isn’t that called “sell stuff via Stop and Shop?)Calderoni: Velocity Global and Anaplan (“talent solutions”), and prior, Red Hat (open source tech!), background in SanDisk (flash disk storage!), Cisco (piping the internet!), QLogic (network storage!)Desmond: Eagle Vista Partners, Providence Equity Partners - the G league of VC/PE?Neumann: CFO of Netflix who was Blizzard’s CFO, was Disney CFO, ALSO from Providence Equity Partners (connection alert)Kathleen “Leeny” Oberg: Already, “Leeny” is the lame equivalent of the better Kathleen nickname “Kath” or “Kat” - CFO Ritz Carlton, CFO Marriott - hotel IR and CFO and creative design?Pandey: CEO of DevRev (says AI in bio), co-founded Nutanix (cloud computing, data centers), ex Teradata, OracleRicks: marketing at Eli Lily, now CEO of Eli Lily, always at Eli LilyRosensweig: Chegg (online textbook RENTALS), RedOctane (part of Activision, which owned Blizzard - connection alert), Yahoo, CNET, and Ziff-Davis for 18 years (ZDNet)GAME TIMENews roundupAdobe’s CFO is using AI to answer 300,000 emails, cut contract review in half — and make sure finance never slows the company downDan DurnAI Now Causing CEOs to Resign in FearCoca-Cola, Walmart, and Adobe CEO shakeups have one thing in common: AIStory of the Vote: CEO SuccessionNarayen stepping down after two decades, stock slumped since 2023, blames AI for the leaveHasn’t left, has stated he WILL leave when a successor is foundHint: NO SUCCESSION PLAN - nom committee:Calderoni is nom chair and his background IS TALENT MANAGEMENTFundamental failure - either the guy with the ability to find talent was blindsided by the announcement and thought he had more time, or he sucks at actually managing talentIt has to be the latter BECAUSE HE’S ALSO LEAD INDEPENDENT DIRECTOR - this is entirely his jobAlready an instant vote against - no company should be floundering to find a CEO when the LID is a talent management professional with a 61 year old CEO with an 18 year tenure who you’ve overlapped with for 13 yearsRosensweig is nom member - 17 year tenure and he wasn’t prepared???Banse is nom member - 13 year tenure“Leeny” is nom member - 7 year tenureBoard is run by top bros: Narayen, Calderoni, Rosensweig - 49% influence between the threeGame vote:This is easy: fire the man without the plan, in this case vote against CalderoniSecond target: Rosensweig, because they need change in a new era Rosensweig also on the nom committee with no plan after 17 year tenure - too close to NarayenNeed a refresh from OG internet backgroundsYahoo? Chegg? Teradata? Red Hat? What are we doing exactly with directors sitting around for 13+ years from a totally different world of internet?Open spots for some big players who can hype the companyKnow your market - creative people are STICKY, they find what works for their process and use it, which is why earnings stay high even if TSR sucks (markets aren’t creative)Creativity is also YOUNG - ditch members who can’t see past the last two decadesNeeds list:Bring in a ringer - you ever see an oil company that doesn’t have oil executives in the supply chain on the board? Why at a design software company is there no creative at all? No one available? No users? Didn’t Shaq just get a board seat? Adobe needs a real playerAn innovation assisting company with no innovators on the board?Trades?:Baiju Bhatt - design background, ex CEO of Robinhood, founder of Aetherflux (space solar) - is that guy employing hundreds of people using Adobe design software?Bing Gordon - Take Two Interactive board, if you’re wed to the OG internet, he has all that credibility, PLUS he he’s chair of game design at UCLA, sat on Amazon’s board, and is on Duolingo’s boardBarbara Bradley Baekgaard - old at 87, but a designer on Vera Bradley board - maybe she knows someone, but fashion is an EXCELLENT place to hit a director here. They use Illustrator and other tools, constant innovation, has to know P&L, creatives, but big business and probably natural marketersChris Kemp - Astra founder (space tech), design/engineering/computer background, worked at NASA, deep cloud computing, coder - if you can get him, isn’t this exactly the kind of person you want?Pay:Heavy reliance on revenue/earnings based share pay, TSR sucksFun note - when a company sucks at TSR, their market cap goes down relative to peers. When pay committees set peer groups, they set it using revenue and market cap. In this case, Adobe has sucked at TSR, so the pay committee made it possible for Adobe to be more of the MEDIAN than the worst: “In August 2025, to strategically balance larger key talent competitors, the Committee approved adding three smaller companies to the fiscal year 2026 peer group, Expedia Group, Inc., Snowflake Inc. and Uber Technologies, Inc. to position Adobe closer to the median of its peer group on the basis of revenue and market capitalization.”It’s easier to hit your revenue threshold when you include smaller companies because your TSR sucksNarayen at $51.2m for 2025, $52.4m in 2024… but 2025 realized pay was nearly $10m less than reported - when TSR sucks, your stock options are worth less than when they were granted, so his “real” pay ~$10m lessEven with that, Narayen STILL IN THE 84TH PERCENTILE of pay for US large cap companiesSHPs (yes, there are some):Last update in mid March? In December, Adobe excluded:Jing Zhao - classicist asking for limiting CEO pay ratioChevedden - 2.99x golden parachute limitAlways vote with CheveddenNYCERS - disclose gender and race/ethnicityWhile I agree, NYCERS wants it in the skills table, which is dumb, it’s not a skill.Ridgeline Research/American Conservative Values - “promote religious liberties”, with no evidence they’ve actually not?There’s a reason these get ~1% of the vote - unlike the “woke” proposals which are copy pasted, this doesn’t even apply to Adobe. Adobe doesn’t police content at all, doesn’t promote (or demote) any particular liberty… I think they’ve never seen an Adobe productAs You Sow - GHG in retirement plansTemplated, but is this an Adobe problem?Employees auto enrolled, contributions invested in Vanguard account using Vanguard Target Retirement TrustTarget dates - no ESG data used, simple index optimized by date so 2050 fund for instance has nothing about the fact that assets will be underwaterRun by Michael Roach, central casting non investment banking finance guy, been at Vanguard for 27 years, Walt Nejman (who’s LinkedIn photo is him at his desk with Bloomberg terminal up) at Vanguard 20 years, Aurelie Denis at Vanguard 9 years, younger than the dudes, who was written up for her husband’s over the top proposalRoger Aliaga-Diaz, chief economist at Vanguard, gets name plate but likely doesn’t do much directly, economics all daySo As You Sow not wrong - but this is employees battle to fight, right? Not shareholders? How does this affect shareholders? These aren’t defined benefit plans, it’s defined contribution.FINAL VOTENO on CalderoniNO on RosensweigNO on pay - you can’t pay a guy the 84th percentile of realized pay for 28th percentile TSR AND have the pay committee change the peer group to make it less obvious how bad the TSR is, no matter how great the earnings and revenue growth areYES on CheveddanNO on all other SHPs
April 3, 202647 min
Vote with data top list, plus equity awards, ballooning pay, and activists like dudes
Trade Wire - BUY/SELLTop Stories:proxy countdown_trade wire_2025 - Google Sheets95 Filings since March 27The headlines:Air Canada CEO will retire this year after his English-only crash message was criticizedMichael Rousseau is stepping down following a massive public outcry after he delivered a condolence video almost entirely in English regarding a fatal plane crash that killed a French-speaking pilot.Critics and politicians, including Quebec’s Premier, were outraged that Rousseau failed to fulfill a high-profile 2021 promise to learn French, viewing his English-only response to a tragedy as a sign of deep cultural disrespect.Air Canada’s board has launched a global search for a successor and explicitly stated that fluency in both English and French is now a non-negotiable requirement for the next CEO.The company clarified that while a "comprehensive internal development program" has been in place for two years, the recent controversy accelerated the timeline for his departure.Rousseau will officially retire at the end of the third quarter (September 30, 2026), staying on until then to ensure a "seamless transition" and assist the board during the handover.Air Canada CEO Michael Rousseau initially stated he did not intend to step down following backlash over an English-only video regarding a runway incidentSuper Micro Computer, Inc. (SMCI)indictment of three individuals associated with the Company in connection with an alleged conspiracy to commit export-control violations:Yih-Shyan "Wally" Liaw, SVP Business Development and a member of the Company's Board of DirectorsRuei-Tsang "Steven" Chang, a sales manager in TaiwanTing-Wei "Willy" Sun, a contractorThe Company has placed the two employees on administrative leave and terminated its relationship with the contractorMr. Liaw has also resigned as a member of the Company’s Board of DirectorsMr. Liaw’s resignation was not the result of a disagreement with the CompanyClean-up crew: The Company also announced that it has appointed DeAnna Luna as acting Chief Compliance Officer, effective immediately.Succession Planning??WEST PHARMACEUTICAL SERVICES INC (WST): Eric M. Green CEO/Chair stepping down once a successor is foundADOBE INC. (ADBE): CEO/Chair Shantanu Narayen resigning when successor found; will remain as ChairDown to 2FArthur J. Gallagher & Co. (AJG): Sherry Barrat retiring down to 2/9Corebridge Financial, Inc. (CRBD): Rose Marie Glazer and Adam Burk resigned 2/11INCYTE CORP (INCY): Susanne Schaffert retiring 2/8Stupid moneyDatadog, Inc. (DDOG): appointed Dominic PhillipsAs an inducement for Mr. Phillips to join our Board in a highly competitive market, in recognition of his extensive professional experience and expected contributions to the Company, and in order to further align his interests with those of our stockholders, the Board increased the amount of the initial grant of restricted stock units payable to Mr. Phillips under the Director Compensation Policy upon his appointment from $400,000 to $600,000.ALNYLAM PHARMACEUTICALS, INC. (ALNY)special equity award to CEO Yvonne Greenstreet: up to $89m equityCEO (2022-); COO (2016-2022)more than three decades of leadership in the biopharmaceutical industry: Head of Medicines Development at Pfizer; and Chief Strategy Officer at GlaxoSmithKlinemedical degree and practiced as a clinician before earning her MBA from INSEADStudents must prove knowledge of at three languages by graduation.Chair Amy Schulman (16%); CEO (20%); Colleen Reitan (7%); Margaret Hamburg (6%): -9% male gender gap!LAS VEGAS SANDS CORP (LVS)appointed Patrick Dumont as Chairman, Chief Executive OfficerCFO Randy Hyzak from $1.2M/150%/175% to $1.35M/200%/250%Base Salary Increase: +$150,000Short-Term Upside: +$900,000Long-Term Upside: +$1,275,000Total Annual Increase: $2.325 Million (a 45.6% jump in total earning potential)GC D. Zachary Hudson from $1.3M/175%/200% to $1.6M/200%/425%Base Salary Increase: +$300,000Short-Term Upside: +$925,000Long-Term Upside: +$4,200,000Total Annual Increase: $5.425 Million (an 87.8% jump in total earning potential) Alphabet Inc. (GOOG, GOOGL)CEO Sundar Pachai: up to $692m equity over next for 3 years = $631,000 per dayWorkday, Inc. (WDAY)Aneel Bhusri, Workday’s co-founder and Executive Chair, promoted to CEO: up to $270m equityWASTE MANAGEMENT INC (WM)Ms. Rankin received a cash bonus of $1 million in recognition of the value delivered to stockholders as a result of her leadership in completing the orderly transition of the CFO role to her successor and her important contributions toward the integration of our Healthcare Solutions businessDEERE & CO (DE)one-time equity awards to 3 NEOs: John C. May $25M; Ryan D. Campbell $5M; Deanna M. Kovar $5M<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHActivist investor seeks to oust Americold Chair Mark Patterson over “problematic boardroom behavior”Sieve Capital is pushing Americold Realty Trust to remove Mark Patterson as the chairman of the firm’s board of directors, citing his tenure on the board of scandal-ridden office landlord Paramount Group.Irenic Capital is demanding the ousting of Teleflex Chairman Stephen Klasko following CEO Liam Kelly’s abrupt resignation in early 2026 without a clear succession plan. The activist alleges that the board is "drifting" under interim leadership.Under a cooperation agreement with activist investor Elliott Investment Management, Norwegian Cruise Line Holdings has appointed five new independent directors: Alex Cruz, Kevin A. Lansberry, Steve Pagliuca, Brian P. MacDonald, and Jonathan Z. Cohen. Simultaneously, long-serving board members Stella David, David M. Abrams, Harry C. Curtis, and Mary E. Landry have resigned, while current CEO John W. Chidsey has assumed the additional role of Chairman.Responding to pressure from activist investor Jana Partners to explore a sale, Six Flags Entertainment has appointed Richard "Dick" Haddrill as its new Executive Chairman to lead a strategic refresh focused on profitability and shareholder value. As part of this leadership shift, former chair Marilyn Spiegel has transitioned to the role of Lead Independent Director, while board member Jennifer Mason is set to depart the company by not seeking re-election at the upcoming 2026 annual meeting.Following a cooperation agreement with activist investor Ed Garden, Fortune Brands Innovations (maker of Yale and Master Lock) rescinded the appointment of incoming CEO Amit Banati before his May start date and committed to restarting its search. As part of the governance overhaul, outgoing CEO Nicholas Fink will proceed with his departure, while Susan Kilsby assumes the role of Executive Chair and Ed Garden joins the board to oversee the transition.Despite Amit Banati never officially starting the CEO job at Fortune Brands Innovations (the Yale padlock maker), he is walking away with a massive payout of approximately $18.35 million.This was originally designed to compensate him for the millions in stock and bonuses he forfeited by leaving his previous role as CFO of Kenvue.$8 million in a one-time cash award.$6 million in accelerated restricted stock units (RSUs).$4.35 million in additional cash payments for other forfeited incentives. <VOTE RESULTS BUMPER>VOTE RESULTS TABLE 27 meetings market cap over $1 billion since 2/27/26 Companies with SHPs: 5STARBUCKS CORP (SBUX)Independent Board Chair 12% yesReport on Detransitioning 0.93% yesReport on Diagnostic Tools 0.72% yesRisks of Excluding Religious Charities 0.66% yesRepro & Gender Care Gaps 0.59% yesSupermajority to Majority 94% yesKeysight Technologies, Inc. (KEYS)Call for a Special Shareholder Meeting 64% yesWalt Disney Co (DIS)1 not presentedhow the employee gift-matching program may impact risks related to religious discrimination against employees 0.79% yesCumulative Voting for Board Elections 3% yesAccessibility & Disability Inclusion Practices 5% yesDEERE & CO (DE)Report on the Return on Investment of Emission Reduction Goals 1% YESShareholder Right to Act by Written Consent 38% YESReport on Faith-Based Business Resource Groups 0.6% YESANALOG DEVICES INC (ADI)Special Meeting Rights 38% yesSay on Pay: 5 over 10% NO; 0 over 15%Directors: 13 directors over 10% NOHighest: Heico: Alan Schriesheim 27% no; Mark H. Hildebrandt 26% noUpcoming MeetingsApril 8 Lennar Corporation $42.5 BillionApril 9 Dow Inc. $40.1 BillionApril 14 Moody's Corporation $82.4 BillionApril 14 BNY Mellon (The Bank of New York) $63.8 BillionApril 15 Adobe $215.3 BillionApril 16 Synopsys $85.9 BillionApril 16 Humana $17.4 BillionApril 16 PPG Industries $32.1 BillionApril 16 HP $30.2 BillionApril 17 The Boeing Company $110.6 Billion<THE BIG VOTE BUMPER>THE BIG VOTEPROXY PREGAMETOP TEN LISTS: Here’s how mid 2010s Buzzfeed would have given you important information about the makeup of boards - top ten lists on some of the most advanced (and concerning) data points on directors and boardsMost similar boardMethodology: look at pairwise similarities between directors on demographics (race/ethnicity, age, gender), experience (knowledge, schools, industry careers), and connections in common - boards where most pairs of directors are similar are at risk of white man thinkCompaniesLIBERTY MEDIA CORPORATIONmalcolm ian grant gilchristAudit member, nom member, pay chair75 yo male, 89% connectedEDISON INTERNATIONALmichael camunezAudit member56 yo male, 91% connectedCarnival Corporationjoshua weinsteinCEO!CMS ENERGY CORPORATIONralph izzo68 yo white male, 89% connectedAudit memberDELL TECHNOLOGIES INC. david wyatt dorman72 yo white male, 75% connectedNom member, pay memberPG&E CORPORATIONjohn o. Larsen61 yo white male, 81% connectedPay memberBLACKSTONE INC.stephen schwarzmanCEO!APPLE INC.alex gorskyNom member, pay member, 64yo white maleGENERAL MOTORS COMPANYmary teresa barraCEO!INTERNATIONAL BUSINESS MACHINES CORPORATIONalex gorskyLID! 86% connected, 64 white maleMost overpaying boardsMethodology: look at CEO pay ratio relative to industry and size peers, rank companies, assign individual directors performance (low CEO pay ratio = high batting average). Then figure out which boards are stocked with directors who love giving out high CEO pay ratiosLUMENTUM HOLDINGS INC.WESTERN DIGITAL CORPORATIONWALMART INC.S&P GLOBAL INC.JABIL INC.BLACKSTONE INC.THE COCA-COLA COMPANYCITIGROUP INC.UNITED PARCEL SERVICE, INC.ROSS STORES, INC.Subcategory - highest RAW realized pay - these directors have, in the last 7 years, handed out in aggregate the MOST CEO PAYTESLA, INC.$290,624,003,934PALANTIR TECHNOLOGIES INC.$46,124,772,105APPLE INC.$17,450,467,247NVIDIA CORPORATION$15,975,069,499BROADCOM INC.$15,680,049,364AIRBNB, INC.$14,695,739,927ALPHABET INC.$12,585,082,005MCKESSON CORPORATION$11,547,064,168BLACKSTONE INC.$11,430,311,796AXON ENTERPRISE, INC.$10,332,348,727Least merit boardMethodology - merit is measured using 5 factors: knowledge (how deep you know the industry), economic stake (are you an owner or activist), leadership (current/ex-CEO, chair, or LID), connections (above average network power), or performance (demonstrated track record at multiple boards). Any 3 factors, you get tagged as meriting at least on paper a board slot. These boards had NO directors get tagged for merit. MONOLITHIC POWER SYSTEMS, INC.HILTON WORLDWIDE HOLDINGS INC.CHARTER COMMUNICATIONS, INC.MARRIOTT INTERNATIONAL, INC.OCCIDENTAL PETROLEUM CORPORATIONSYSCO CORPORATION.ILLINOIS TOOL WORKS INC.HUNTINGTON BANCSHARES INCORPORATEDFIRST SOLAR, INC.KEYSIGHT TECHNOLOGIES, INC.And these had the most:MASTERCARD INCORPORATED.APPLE INC.CAPITAL ONE FINANCIAL CORPORATIONThe Bank of New York Mellon CorporationJPMORGAN CHASE & CO.REALTY INCOME CORPORATIONEQUITY RESIDENTIALNATERA, INC.EXTRA SPACE STORAGE INC.LIBERTY MEDIA CORPORATIONMost knowledgeable boardThe Bank of New York Mellon CorporationREALTY INCOME CORPORATIONAPOLLO GLOBAL MANAGEMENT, INC.METLIFE, INC.JPMORGAN CHASE & CO.EXTRA SPACE STORAGE INC.COINBASE GLOBAL, INC.INTERCONTINENTAL EXCHANGE, INC.AMERIPRISE FINANCIAL, INC.MOODY'S CORPORATIONLeast knowledgeable boardVALERO ENERGY CORPORATIONFERGUSON ENTERPRISES INC.LIVE NATION ENTERTAINMENT, INC.ROCKET LAB CORPORATIONHILTON WORLDWIDE HOLDINGS INC.MARRIOTT INTERNATIONAL, INC.CINTAS CORPORATIONROYAL CARIBBEAN CRUISES LTD.Altria Group, Inc.MCDONALD'S CORPORATIONWorst performing boardsBoards in the bottom third for TSR on average, payouts >$1bn for CEOs, <25% board members have merit, > average similarity between each pair of directors - it’s bananas on paper these boards would ever get more than 5% approval from just the investor trolls ADOBE INC.OCCIDENTAL PETROLEUM CORPORATIONCarnival CorporationWorst performing directorThese 6 directors hit all the bottoms: bottom quartile TSR, 3+ boards actively, oversight lapses (controversies) everywhere, 0 merit on any boards, hugely connected, >average similarity to the fellow directors (ie, you already have this on your board, why get more??), and one of them even has the fun distinction of being in the Billion Dollar Payout club (paid >$1bn to CEOs in realized pay)Carnival Corporation: jason glen cahillyFIFTH THIRD BANCORP: mike van de venKEURIG DR PEPPER INC.: mike van de venUBER TECHNOLOGIES, INC.: turqi alnowaiserNIKE, INC.: robert swanBillion Dollar Pay Club! $3.2bn paid out so far despite being on boards with a whopping 9 TSR flags - 9 times flagged as bottom quartile TSR!ULTA BEAUTY, INC.: gisel ruizWELLS FARGO & COMPANY: clesteen clarkBest directorDirectors with >.600 TSR, <3 TSR flags, >.600 controversies, <25% connected to their boards, core knowledge of the industry/issues, tagged as having merit overall, >3 boards ever - I mean, super high bars - the easy vote FOR on paperINTEL CORPORATION: craig h. barrattINTUITIVE SURGICAL, INC. ISRG: craig h. barrattCOMFORT SYSTEMS USA, INC.: herman eugene bullsINSMED INCORPORATED: carol schaferROBINHOOD MARKETS, INC.: paula loop
March 19, 202642 min
Live from CII Spring Conference 2026: Bertram, sausage sandwiches, and Starbucks
Thanks to Adam, Felix and the Tallen AV team. Thanks to the Council of Institutional Investors for having us, and hopefully we alienated just enough people to get invited back.This is Proxy Countdown. Welcome to the big CII show for the week of March 9, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s very special CII-scented proxy countdown:A peek into what we do and who we are: storytellers of ESG data and events backed by our exhaustive data set of director performance analytics covering 220,000 directors.Trends we are following into the 2026 proxy seasonSome dippy poll questions to keep you awake and hopefully lots of audience questions.And on the Big Vote, Matt takes a deep caffeinated dive into Starbuck’s upcoming annual meetingMatt introTrade Wire - BUY/SELLTop Stories:What’s the deal with conference food? Wait, that’s the wrong script.Let’s start with a few small appetizers before we move on to our big trends of the year. In no particular order:How about this half-win for Ethics at Luminar Technologies?following a Code of Business Conduct and Ethics inquiry by the Audit Committee CEO and Chair Austin Russell and director Jun Hong Heng immediately resigned. However, the former CEO will remain on the Board AND be available to the incoming CEO on transition and technology matters. How about this new version of a CEO Pay ratio?Jabil’s former Executive Chair Mark Mondello, who just stepped down with a Consulting Agreement until 2028–we are seeing a lot these actually, consulting agreements that extend until the end of the rainbow–where he will provide advisory and strategic services when requested for a monthly consulting fee of $145,833 resulting in a Consulting Agreement pay ratio of 144:1Got that? He will earn 144 times the Median employee ($12,144) when requested.Dollar Tree added three directors to the board named Mike, Bill, and Tim. Considering they already have a Jeff, Dan, Tom, Paul, and Ned, it’s no surprise that the man with the lowest influence (6%) according to Free Float Analytics is a complicated fellow named Bertram. I knew that joke would failFallout from the Epstein files included two high-profile exits: Goldman Sach’sChief Legal Officer Kathryn H. Ruemmler and Hyatt Hotels’ Executive Chair Thomas J. Pritzker. But how about this for a twist:Despite numerous headlines, neither filing explicitly cited the reason for their departure: Goldman’s was incredibly terse, in fact probably the shortest filing statement I’ve seen in months: “Kathryn H. Ruemmler has determined to retire from her roles as Chief Legal Officer and General Counsel of The Goldman Sachs Group, Inc., effective June 30, 2026.”And at Hyatt Hotels, whileThomas Pritzker resigned immediately as chair–that’s their words not mine–he will actually stay and serve the remainder of his term as a director until May.The board of sandwich company Portillo’s each listed their favorite menu items in the company's proxy statement:6 directors named sandwiches: an Italian Beef, dipped with Hot Peppers for CEO Michael Osanloo and a sycophantic Italian Beef with Hot Peppers and Cheddar for board Chair Michael Miles, Jr.but Audit Committee chair Ann Bordelon went completely rogue and picked "chocolate cake.” At a sandwich company. But maybe chocolate cake is the accurate risk averse choice for an Audit Committee chair?POLL: YES or NO: Will a director be voted out in an uncontested election this year for a reason OUTSIDE OF ATTENDANCE at a big US company?And lastly at Netflix, where an astounding 79% of shareholders rejected the reelection of lead independent director Jay Hoag. This vote is no aberration: 55% voted NO in 2020, 49% voted NO in 2017, and 49.7% voted NO in 2014. Mind you, this is a classified board so he’s only up for election every 3 years. Despite this, the Netflix board turned on its Bose QuietComfort Ultra Bluetooth Noise-Canceling Headphones, rejected the will of shareholders, and said: “Mr. Hoag’s continued service as a member of the Board is in the best interests of … its stockholders.” Ouch.Moving on to trends: One of the benefits of looking at 85 million 8-k filings every week is an ability to pick up on trends:Director golden hellos are becoming more of a thing:At Palo Alto Networks 2 new directors will each receive a golden hello equity grant worth $1M, in addition to their annual pay of about $400,000. That sounds like true independence.But MicroStrategy really steals the show here: as they will now grant new directors a golden hello package consisting of $2M in equity.Just 19 days after their last annual meeting, MicroStrategy snuck Peter L. Briger, Jr. onto the board and gave him a golden hello equity award valued at $2M. On top of that he is also due to receive about $500,000 in annual director compensation. All of this before shareholders even have a chance to learn how to pronounce his last name.Speaking of Peter Briger, Jr. Said me, the only person ever to utter that phrase: our next trend is Circumventing democracy: companies being sneaky less than thirty days after their annual meetings. Matt has a fuller dataset but my favorites are when they get appointed to the board and multiple committees before anyone has time to say geshundeit:22 days after their annual meeting, Uber appointed Nikesh Arora to the Board and then immediately appointed him to serve on the Nominating AND Compensation Committees.International Flavors & Fragrances added Virginia Drosos to the board as well as to three board committees only one month after their annual meetingAnd The Hartford Insurance Group “elected” Thomas Bartlett a month after their meeting and immediately appointed him to the Risk Management Committee and Audit CommitteeHere’s the point: they had to know during the annual meeting that they were bringing a new director on? They purposefully didn't tell anyone. They could have said something. Anything. Like, we’re interviewing some people… or… you’re going to have a new brother soon but we’ll still love you the same.American Water Works Company appointed Raffiq Nathoo to the board and to the Audit, Finance and Risk Committee and the Safety, Environmental, Technology and Operations CommitteePitney Bowes appointed Brent Rosenthal.Netflix appointed Airbnb CFO Elinor Mertz to its board a mere 16 days after its annual meetingPayPal appointed Deirdre Stanley to its board 19 days after its annual meeting.And MicroStrategy snuck Peter L. Briger, Jr. onto the board 19 days after their annual meeting and gave him a golden hello equity award valued at $2M. On top of that he is also due to receive about $500,000 in annual director compensationThe next trend we’re seeing is the Board to C-Suite promotion trend, which calls into question board members’ true independence. There are several but the big ones are:At Verizon: lead director Dan Schulman became CEO and got a golden hello package worth about $60MAt IonQ, Lead Director Inder M. Singh became CFO/COO and got a $25M golden hello awardDuolingo found its new CFO from its board: that’s Gillian Munson, Director since 2019 & Audit Committee chair, who gets a $14M CFO golden helloPayPal promoted its independent Chair, Enrique Lores, into the CEO roleAt Sonos Tom Conrad jumped from his board seat into the CEO throneAnd Apogee promoted long-tenured director and independent Chair Donald Nolan to CEO: “The board cited his deep understanding of the company and decades of leadership experience as key factors for the transition.”At F5, director Michael Montoya resigned and was immediately appointed CTOAnd at WillScot Holdings, independent chair Worthing Jackman is now its Executive ChairThe Bro IPO updateWe introduced a term last summer called Bro IPO after analyzing board and leadership members at recent IPOs. The story was picked up by Fortune, Axios, and The Times so we updated the data from January 1st and found that of the 20 new companies: only one had a female founder, none had ONLY a female founder, there were no female CEOs, only one female CFO, one female chair, and 12 of 20 boards had either zero or one female director. Maybe we should rebrand this to the Brotopia?Lastly, our “Down to 2F” trendIt wasn’t that long ago that the absolute minimum number of female directors on a large cap board was three: but since the anti-DEI Trump administration has taken over we have seen dozens of companies either dropping below this threshold or appointing men when there are only two women. I won’t name them all but some recent ones in February include:Applied Materials: Yvonne McGill resigned 2/10Meg Crofton at HCA Healthcare 2/10Emerson Electric: Director Leticia Gonçalves resigned 2/10 (2 James 2 women)Laurie J. Thomsen: The Travelers Companies (2/9/26) 2/8Jessica L. Mega: Danaher Corporation (2/12/26) 2/12Kathleen M. Widmer: Texas Roadhouse, Inc. (2/8/26) 2/8Mary Schmidt Campbell: Unity Software (2/8/26) 2/9Laela Sturdy steps down at UiPath 2/8 (2 Daniel 2 women)Molly Joseph at First Solar 2/9 (2 Mike 2 women)Caroline Dorsa: Biogen Inc. (2/10/26) 2/10Tina Hunt leaving Veeva Systems board 2/9Paycom Software: Felicia Williams resigned 2/7Some examples where a third woman was denied:Nutanix replaced retiring David Humphrey with Eric Brandt. With Eric, they now have two board members who were executives at Broadcom, a second director who is a CFO, and a guy that already serves on four other publicly-traded companies.And American Financial Group added two men: Craig Lindner Jr. and David L. Thompson Jr.: long live the meritocracy: Craig Linder Jr. is the son of the co-CEO and the nephew of the other co-CEOAt Live Nation Entertainment Trump administration bro Richard Grenell joins a 2-women Board; a few days later he tweeted: “Left wing violence is out of control.”Grenell is somehow the president of the Kennedy Center for the Performing Arts despite no background in anything resembling “the Arts.”He replaced a woman, Deborah Rutter. The chair is President Trump. Of course. And the board now is down to only one woman: 2 years ago it was 60% female.Likewise at Qorvo, Peter Feld joins a board with only two women. Peter represents the second director at Qorvo with experience at Marvell TechnologyDirector Brian Ruder stepped down from the board of Informatic and was replaced by Alex Vander LindeAffirm Holdings is replacing retiring director Keith Rabois with Richard GalantiNot to be outdone, F&M Bank, Pitney Bowes, S&T Bancorp, and Rocket Companies are down to one woman, while Fannie Mae has unleashed its anti-DEI and eradicated all women.Down to 1F:F&M BANK: Daphyne S. Thomas retired 2/10 (2 Mike 2 women)Pitney Bowes: Milena Alberti-Perez resigned (Julie Schoenfeld resigned in July) 1/5S&T BANCORP: Chair Christine Toretti resigning 2/11Jennifer Gilbert and Nancy Tellem stepping down at Rocket Companies 1/9Down to 0F:And finally, speaking of the anti-diversity White House, let’s look at Fannie Mae:9/22/25: Karin Kimbrough resigned10/22/25 CEO and director Priscilla Almodovar stepped downThere were six female directors on 3/17/25POLL: YES or NO: Instead of targeting Nomination Committee Chairs, should investors vote against ALL MEN on boards where there are fewer than three women?Finally, let’s end this with one of my “favorite” bone-headed moments of the year: an absolute classic at Quanex Building Products, where 15% of shares were against Susan Davis (all other directors averaged 96% yes) because she chairs the nomination committee on a board with only one female director! Herself! That’s right, it’s your fault, Sue.PROXY CAGE MATCHThere are no current proxy cage matches worth sharing after Donald Trump put Ted Sarandos into a headlock, but I wanted to point one thing out that constantly triggers me: That shareholders ONLY seem to care when an activist investor who looks and smells like Nelson Peltz walks through the door:Nelson’s disdain for director Maria Elena Lagomasino got her a 37% NO vote at Disney in 2024, but last year it shot back up to 98% YES after Nelson left the building:Maria Elena Lagomasino2025: 98% YES2024: 63% YES2023: 92% YESAt the proxy cage match between Brookdale Senior Living and Ortelius Advisors, ISS agreed with the activist, recommending “Withhold” votes against two long-tenured directors: Investment Committee Chair Lee Wielansky and Nominating Committee chair Victoria Freed: “Given the[ir] tenure and positions of Wielansky and Freed, they are arguably the most culpable among incumbent directors for the current state of affairs.”Yet the year before those two “culpable directors” got: Wielansky 99.6% and Freed 98.8% of the vote.Same thing happened at a proxy cage match between AstroNova and Askeladden Capital, where ISS said “change at the Board level is warranted to improve independence and oversight” despite the entire board getting 97% approval the year before.VOTE RESULTS TABLE Speaking of Shareholder Brain Freezes, I call this next list Shareholder Disconnects. They always trigger me.Let’s start with two shareholder classes who should know better:BlackRock: 33% NO on Pay; Average 98% YESGoldman Sachs: 34% NO on Pay; Average 96% YESTruist: Say on Pay 41% NO; Average 96% YESCVS Health: 41% NO on Pay; 97% average YESCitizens Financial Group: Say on Pay 41% NO; Average 98% YESLattice Semiconductor: 44% NO on Pay; Average 98% YESChipotle Mexican Grill: 45% NO on Pay; Average 98% YESPfizer: 47% NO on Pay; Average 95% YESMolina Healthcare: 59% NO on Pay; Average 96% YESOtis Worldwide: 61% NO on Pay; 98% average YESThermo Fisher Scientific: Pay 65% NO; Average 96% YESFinally, a progress report on 2026 Shareholder Proposals since January 1, 2026: 137 companies: 128 companies with ZERO SHPsOnly 9 companies with SHPs and only 16 total SHPsVisa 4, Tyson Foods 3, Deere 3Average YES%: 17%Average without John Chevedden/Ken Steiner: 6%Only one win: John Chevedden’s Declassification proposal at Zscaler (51% YES)The leading proponents are the anti-woke/anti-DEI/anti-ESG/anti-trans/anti-everything crowd… I’m not joking, well, maybe on that last one. They represent nearly half of all shareholder proposals with 7: National Legal & Policy Center and National Center for Public Policy ResearchDespite being anti-ESG are now entering traditional ESG SHPs like Independent board chair at VisaAnd the traditional OG CG crowd with 5 THE BIG VOTEStarbucks observations (March 25: virtual only)Before I hand it over to Matt as he dives deep into Starbucks, I want to echo Senator Warren’s sentiments yesterday when she quoted the Financial Times: “The longer the insider economy endures, the more it will sap the competitive motor and openness on which US economic success has been built.”I think this is what is being built at Starbucks: Brian Cornell’s world. He chairs the board. He surrounded himself with new directors, 91% of influence comes from CEOs or former CEOs, ready and willing to do his bidding.How did this happen? The bungling missteps of an overcontrolling founding father Howard Schultz (2% shares; Chair Emeritus) who kept boomeranging back into power because he couldn’t quit his drug empire.His control was so messy that the NEO turnover is as bad as it gets. I don’t think I’ve seen anything like it. Every year from 2021 to 2025 the CEO and NEOs changedCEO2025: Brian Niccol2024: Brian Niccol, Laxman Narasimhan, and Rachel Ruggeri (interim)2023: Laxman Narasimhan and Howard Schultz2022: Howard Schultz and Kevin Johnson2021: Kevin JohnsonNon-CEO NEOs2025: Cathy Smith, Brady Brewer, Mike Grams, Sara Kelly, Rachel Ruggeri, and Val Bauduin2024: Michael Conway, Brady Brewer, and Bradley E. Lerman2023: Rachel Ruggeri, Michael Conway, Bradley E. Lerman, and Sara Kelly2022: Laxman Narasimhan, Rachel Ruggeri, John Culver, Michael Conway, and Rachel Gonzalez2021: Rachel Ruggeri, John Culver, Michael Conway, Rachel Gonzalez, Patrick Grismer, and Rosalind Brewer2 years ago the board’s influence was controlled by three people (61%): Laxman Narasimhan, Mellody Hobson, Satya Nadella.Today, it’s just Brian (32%). And this message was sent loudly with his now infamous $113M Venti golden hello package with a Supercommuter Clause that let him work from home in Newport Beach, with a company paid private office and personal assistant.And on the days when he felt like working in the Seattle office a corporate jet and a secondary residence with a personal driverBrian Niccol’s extraordinary CEO pay ratio sees him earn what one of his median employees would earn for the full year by 10:09:33am on the first workday of the year.An improvement, if you can believe it, from last year's 9:18:43am–that’sess than 19 minutes into the first work day–due to last year’s extraordinary 6,666:1 CEO pay ratio. It had to be 666, didn’t it?All this to say really, it’s all about you, Brian.And the new board reflects it:Laxman Narasimhan, Mellody Hobson, Satya Nadella are all gone. An average tenure of only 3 years, which only amplifies Brian’s control.Brian even dissolved the Environmental, Partner, and Community Impact Committee in November 2025.And lastly, all we have to do is look at the favorite drink part of Starbucks annual proxy. From 2025, there have been a full 7 changes (4 complete changes, 3 subtle changes, only 2 same from 2025)Marissa Mayer: Summer Berry Blast: the only director rejection of coffee culture: "I can drink a purple beverage in front of Brian Niccol and there’s nothing he can do about it."POLL 3: YES or NO: To exert control and dominance, did CEO/Chair Brian Niccol force Starbucks directors to change their proxy drinks from 2025?Knudstorp’s Pike Place (2019-2022) to Caramel Macchiato (2022-2025) back to Pike’s Place - did he dabble in over sweet millennial before Niccol made him snap into shape?Andy Campion is so meme - from Brown Sugar Oatmilk Latte to Nonfat Latte with Sugar Free Vanilla Protein Foam?? That’s pure marketing professionalTHE BIG VOTESTARBUCKSProposal 1: BoardWho’s on the teamRitch Allison 58/2019/m Ca 12%Former CEO, Domino’s Pizza, Inc., boards of Kenvue,Inc. (since 2023); Domino’s Pizza, Inc. (2018-2022)Andy Campion 54/2019/m Ac 9%Former COO and CFO Nike Inc., boards of Paramount Skydance Corporation (since 2026), Williams-Sonoma, Inc. (since 2024) boardsBeth Ford 61/2023/f N 4%CEO Land O’Lakes, Inc., boards of PACCAR, Inc. (2015-2022); BlackRock, Inc. (2021-2022); Clearwater Paper (2013-2018)Jørgen Vig Knudstorp 57/2017/m 11%Lead Independent DirectorFormer CEO/Chair LEGO Group, boards of Nike, Inc. (since 2025)Marissa Mayer 50/2025/f n 10%CEO Dazzle AI; former CEO Yahoo!, boards of Walmart Inc. (since 2012), AT&T Inc. (since 2024), Nextdoor Holdings, Inc. (2024-2025), Hilton Hotels Corporation (since 2025)Neal Mohan 52/2024/m c 9%CEO YouTube, boards of 23AndMe Holding Co. (since 2021); Stitch Fix, Inc. (2020-2023)Dambisa Moyo 57/2025/f an 0% co-principal of Versaca Investments, boards of Chevron Corporation (since 2016), 3M Company (2018-2023)Brian Niccol 52/2024/m 32%CEO/Chair; former CEO/Chair Chipotle, boards of Walmart Inc. (since 2024), Chipotle Mexican Grill, Inc. (2020-2024), KB Home (2021-2024)Daniel Servitje 66/2024/m an 1%Former CEO/executive Chair Grupo Bimbo SAB de CV, boards of Grupo Bimbo SAB de CV (since 1994); Coca-Cola FEMSA SAB de CV (1998-2022); CitiBanamex (1996-2022)Mike Sievert 56/2024/m c 6%Former CEO/Chair T-Mobile US, Inc., boards of T-Mobile US, Inc. (since 2018); Shaw Communications, Inc. (2018-2023)Wei Zhang 55/2023/f an 5%Former Senior Advisor and President, Alibaba Pictures Group, boards of Ralph Lauren Corporation (since 2022)What’s the data say about “culture”First and foremost, these are dictator friendly directors - a lot of comfort with deferring to dear leaderWe classify boards based on how much influence or power each person has, and for companies with dual class shares or major shareholders on the board or founders and family run boards, they end up classified as Totalitarian - basically these are run by one or a small number of board members, usually without shareholder rightsStarbucks is full of them, vestigial to Howard Schultz: Campion (Nike, Paramount), Knudstorp (Lego, Nike), Mayer (Walmart), Mohan (YouTube, 23andMe, Stitch Fix), Niccol (Walmart), Sievert (T-Mobile), Zhang (Alibaba)But they do have a lead independent gaslight… POLL 4: OVER/UNDER: Average tenure of a lead independent director in the US as of 2025? 10 yearsKnudstorp: Lead independent director with 9 year tenure, longest tenured directorI’ll give you a poll hint using the most egregious and comical case: First National BankLID: Bill Campbell, won NACD Director of the Year in 2017 (joke’s on you!), has been on the board since GERALD FORD was president. 1975. Not a typo.12.5% Blackrock, 11% Vanguard, 7% Fuller & Thaler, 5.8% DimensionalOne share one vote, plurality voteCompanies like Mettler Toledo don’t even have plurality voting as an excuse - their LID, Tom Salice, has been on the board since Clinton 1 in 1996Knudstorp has only been on the board 9 years is a quiet victory for shareholdersBut Niccol has 29% influence, Ritch Allison has 14%, and LID Knudstorp has 11%... it’s Niccol’s boardPOLL 4 ANSWER: 12 yearsAnd Niccol is stamping his name on stuffNiccol NEO replacement: chief legal, Rachel Ruggeri the CFO, shown or tripped running to the doorNiccol choosing connections for the boardWe have a pretty big director interlock database, but it includes actually a long and painstaking process to connect directors through non profit boards as well which is where we can see some of the director overlaps Niccol hasMarissa Mayer (2025) sits on Walmart board with Niccol, clearly a Niccol connection as he handpicks his boardNiccol on Walmart with Caesar Conde who’s on Paley Center board with Neal Mohan (2024 director)Caesar Conde also was at NBCUniversal with Chipotle board member Patricia Fili-Krushel while Niccol was CEO/chairNiccol on Walmart with Tom Horton who’s on Chevron with Dambisa Moyo (2025)55% of board influence is Niccol plus people he already has connections toDoes anyone read the bios or just the skill matrix?Skills matrix vs. knowledge data (actual education and roles)POLL 5: Favorite skill in the skill matrix: LeadershipMarketingHuman CapitalClimate ChangeDiversityMismatches:If your favorite skill is diversity, Starbucks wants you to know that it is NO LONGER a skill in the skills matrix this year! Last year, 5 directors has the skill of gender, ethnic or national diversity (national diversity??). This year, whether it’s Trump or Niccol, diversity isn’t a skill!Campion has EVERY skill except government, but our data and his background suggests strength in econ/finance - no environmental, tech, or foodKnudstorp is marketing and comms, no food - how is the LID director a “lead” without a background in core industry outside vague “retail”?Environmental skill is the biggest mismatch - described as, “We value directors with experience in environmental and climate change topics who strengthen the board’s oversight and ensure that we pursue a sustainable and responsible business model as part of our efforts to advance our strategic business imperatives and create long-term value for shareholders.”, but Ritch Allison (background in econ and worked at Bain consulting on restaurants before leading Domino’s pizza, who has disclosed zero sustainable sourcing efforts ever gets the “environmental” skill)Explain this - Neal Mohan is the only director without “corporate citizenship” experience according to SBUX matrix, described as “We believe that directors who have experience in promoting and upholding responsible corporate citizenship help Starbucks to effectively manage risk and further long-term value creation for shareholders while staying aligned with our mission and values.”POLL 5 RESULTS?Starbucks disaffected voting… POLL 6: YES or NO: Should CEOs be barred from sitting on or chairing their company's board of directors?2024 votes: Hobson and Knudstorp equal targets (~88%)2025 votes: Knudstorp the target for against, Ford getting collateral damage (~89%)2026 vote predictor: Knudstorp @ 91%2026: Vote against Ford says Glass Lewis, vote against Knudstorp and Ford says NYC, NYS, Trillium, SOC, Mercyside Because Starbucks disbanded the Environmental, Partner and Community Impact committee of the board - launched in 2023, dissolved in November 2025Committee launched after majority supported SHP to focus on labor issuesDaniel Servitje, the OTHER committee member, somehow escapes entirelyBut the joke is on all of us - Niccol dissolved itInstead of targeting Niccol or even Knudstorp though, Glass Lewis targeted the female chair of the board?If the CEO gets to be chair - doesn’t the CEO have to take responsibility for board overall? If you have an LID, are they accountable?? Why would the chair of a committee be target without the chair of the board or LID? Can a committee chair dissolve their own committee??POLL 6 RESULTS?And finally, maybe we should talk about actual performanceNice above average earnings across as a boards (these are people who sit at profitable companies) at .561, but you should be worried about HOW the earnings get got - a .401 controversies average as a team is nicely below averageTSR is slightly below average, too, with three of the lowest performers (Knudstorp, Zhang, and Allison under .400) holding 35% of company influenceWhat that means - high earnings, middling TSR, but a lot of controversy - are the earnings at risk? Is the even middling TSR mispriced?Niccol’s choices:Mayer - one of the worst performers for CEO pay ratio - 0.156 (bottom 15% globally), means pays CEOs a LOT on a pay ratio basisMayer also the worst performer for controversies, which is saying something on a board full of controversies in the last five yearsMike Sievert also a big ceo payer, and TSR batting average across the board is below average (448 vs. 500).Pure data vote?NO to Mayer: bottom TSR performer and direct social ties to NiccolNO to Ritch Allison: he’s on every committee, second most powerful on the board at 14% influence, among the worst TSR performersYES to separate board chair position:Proposal 2: Auditor Nobody caresProposal 3: Say on Pay14% NO in 20259% NO in 2024CEO Pay Ratio2025: median employee was $17,279: 1,794 to 1: (January 1st at 10:09:33 am)2024: median employee was $14,674: 6,666 to 1: (January 1st at 9:18:43 am)Brian Niccol Pay2025: $31M2024: $96MProposal 4: SHP requesting supermajority shareholder voting requirements be replaced with majority voting requirementsMore rights = YESThe Accountability Board32% YES in 2023Proposal 5: SHP requesting adoption of an independent board chair policyNational Legal and Policy CenterCites Spencer Stuart, ISS, Glass Lewis, CFA Institute, and Calibre One15% YES in 2025Proposal 6: SHP requesting a report on the Company’s apparent exclusion of detransitioning in its healthcare coverageNational Center for Public Policy Research“And lest anyone try to argue that potentially covered individuals represent too small a number to be material, recall that a single transgender influencer was apparently able to destroy “a whopping $27 billion in market value” at Anheuser-Busch InBev in 2023.”The disingenuous pricks cited the NYPost on this one, which measured market cap loss over a 2-month period.March 31, 2023: $66.73; February 23, 2026: $80.07Proposal 7: SHP requesting a report on median compensation and benefits gaps as they address reproductive and gender dysphoria careBowyer ResearchAssholery, part 2Proposal 8: SHP requesting a report on the Company’s use of diagnostic tools created by politicized corporate partnersThe Heritage Foundation“The Southern Poverty Law Center”Our first mention of Charlie Kirk?Assholery, part 3Proposal 9: SHP requesting a report on the risks of the Company excluding religious charities from its employee-gift match programThe Baptist Foundation of CaliforniaA similar SHP in 2025 by Bowyer Research 0.81% YESAssholery, part 4
February 27, 202642 min
Vanguard’s fossil fuel settlement, plus early bonus season and more companies down to 2F
Trade Wire - BUY/SELLTop Stories:proxy countdown_trade wire_2025 - Google Sheets145 Filings since Feb 5The headlines:Epstein falloutGOLDMAN SACHS GROUP INC (GS)Kathryn H. Ruemmler has determined to retire from her roles as Chief Legal Officer and General CounselEpstein; filing says nothingHyatt Hotels Corp (H)Executive Chair Thomas J. Pritzker resigned immediately as chair, but will serve the remainder of his term as a director (May 2026)Epstein; not mentioned in press releaseThe 2007 Stockholders’ Agreement provides that shares of Class B common stock covered by the agreement will be voted consistent with the recommendation of the Company’s Board and that, at the time Mr. Pritzker is no longer the Executive Chairman of the Board, such voting provisions will terminate. As of the date hereof, 2,270,395 shares of Class B common stock or approximately 4.0% of the total voting power of the Company’s outstanding common stock were covered by the 2007 Stockholders’ Agreement, and the voting provisions of these shares of Class B common stock terminate as a result of the retirement of Mr. Pritzker from his position as Executive Chairman of the Board. SYNOPSYS: Board’s decision not to renominate Luis Borgen and Dr. Ajei Gopal for re-election to the BoardWESTLAKE CORP (WLK): elected Bhavesh V. “Bob” Patel: Mr. Patel will serve as a Class III director until 2028 AGMWalt Disney Co (DIS): exercised its right to terminate without cause the employment of Kristina K. Schake as Senior Executive Vice President and Chief Communications OfficerMCDONALDS CORP (MCD): elected Ford CEO James D. Farley, Jr.DIsneyWNBAMarriottJohnson & JohnsonMcLaren (luxury cars)Abbott LabsGender Ratio:In this specific data set, approximately 75% of the new appointments are men, while 26% are women. (last show was 25%)Men: 42 in, 39 outWomen: 15 in, 13 outDown to 2FCaroline Dorsa: Biogen Inc. (2/10)Laurie J. Thomsen: The Travelers Companies (2/9)Jessica L. Mega: Danaher Corporation (2/12)Kathleen M. Widmer: Texas Roadhouse, Inc. (2/8)Mary Schmidt Campbell: Unity Software (2/8)BIOGEN INC. (BIIB)Caroline Dorsa, Chair resigningelected Dr. Maria C. Friere to serve as Chair F to F chair transitionStupid moneyCHARTER COMMUNICATIONS: $20.5M equity golden helloADVANCED MICRO DEVICES: CEO Lisa Su granted special equity award valued at $75M target worth up to $150MPublic Storage (PSA)Joseph D. Russell, Jr. resigning CEO/board; CFO H. Thomas Boyle promoted to CEO/directorRonald L. Havner stepping down as chair but remaining as directordirector Shankh S. Mitra becomes chair; John Reyes resigning$10M promotion equity bonus to new CEO; $3M golden hello to new CFO;retiring CEO gets $400k monthly consulting award until April 2027CONSTELLATION BRANDS, INC. (STZ)Nicholas I. Fink appointed, remains on board; replacing William A. Newlandsdirector Nicholas FInk promoted to CEO; former CEO William A. Newlands resigning from board$1.2M salary, 160% target annual; $11M LT equity; $33M golden hello equity award;Newlands consulting fee for 8 months is $1.2Mdirector appointed CEOWorkday, Inc. (WDAY)appointed Aneel Bhusri, Workday’s co-founder and Executive Chair, as CEO$1.25M salary, 200% annual target, $135M LT equityCOCA COLA:COO Henrique Braun will become CEO 3/31/2026current CEO/Chair James Quincey will become Executive ChairBraun: $1.45M salary, 200% target bonus; Quincey: $1.2M salary, 200% target bonusQuincey will continue to be able to utilize the Company owned aircraft for business and reasonable personal useTARGET CORP (TGT)new CEO Fiddelke/former CEO Exec Chair Cornell Pay: salary $1.3M/$1.12M; short term target 200% of base salary/200% of base salary; equity target payout $12.1M/$6M<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHActivist Investor Pushes For Tripadvisor Board ShakeupBlackLine disclosed that activist investor Engaged Capital formally nominated three directors for electionTeradata agrees to board changes with activist investorAn Activist Investor Wants Four New Directors At WEXActivist Dan Loeb dusts off his poison pen as he seeks a board refresh at CoStar GroupPENN settles with activist investor HG Vora, appoints three new directorsAnd finally, our MAGA-loving Cracker Barrel superfan Sardar Biglari, who is vying for a seat on the board of burger chain Jack in the Box, wants a judge to halt a proxy vote until the company corrects disclosures that he says amount to a “smear campaign.”The filings point to assertions including that Biglari “has a history of ‘value destruction,’ ‘wast[ing] resources,’ and ‘erratic behavior’ in connection with his prior investments,” and that the group “will destroy long-term value for shareholders because Mr. Biglari has engaged in self-interested behavior not designed to maximize shareholder value.” <VOTE RESULTS BUMPER>VOTE RESULTS TABLE 22 meetings market cap over $1 billion total SHPs: 4TYSON FOODS, INC. (TSN)Disclosure of Voting by Share Class 14% YESWaste Lagoon Health Impact Report 3% YESImmigration Practices Financial Impact 3% YESApple Inc. (AAPL)China Entanglement Audit 1% YES52 total meetings: 4 SHPs 3 pay over 20% NO J&J SNACK FOODS CORP (JJSF): classified: 1 director: Mary Meder 22% NO 25% Pay NOEDGEWELL PERSONAL CARE: Rod R. Little 15% NO 22% NO PayTwist Bioscience Corp (TWST): classified: Keith Crandell 19% NO; Jan Johannessen 16% NO; Trynka Shineman Blake 99.8% YES 24% NO PayEXACT SCIENCES CORP (EXAS): merger 99.6% yes; compensation 67% no special meetingCEO Employment Agreement with Kevin Conroy: a lump sum cash payment equal to (a) two times his base salary and (b) a pro-rata target bonusa lump sum cash payment equal to $10 millionto remain employed by Exact (or any successor) for at least six monthsif requested, all outstanding equity awards will become immediately vested and exercisable a tax gross-up payment relating to any excise taxes on excess parachute paymentsDirectors over 20% at large capsJ&J SNACK FOODS CORP (JJSF): classified: 1 director: Mary Meder 22% NOOther stuff at small capsTianci International, Inc. (CIIT): 99.99% avg yes directors; 99.99% yes paycontrolling shareholder 57.68%Attendance: Energy Services of America CORP: Amy E. Abraham 48% NOUpcoming MeetingsAGM DateSHPsCompanyMarket Cap (USD)3/20Nordson Corporation $16 Billion3/30Warner Music Group$16 Billion3/30AECOM$12 Billion3/30CleanSpark, Inc.$33 Billion3/30BrightView Holdings$13 Billion3/30Oaktree Specialty Lending$1 Billion3/40Fair Isaac Corporation$32 Billion3/40Helmerich & Payne$3 Billion3/50Sonos$2 Billion3/50MACOM Technology Solutions$18 Billion3/50TransDigm Group$74 Billion3/50Symbotic$34 Billion3/50Cencora$66 BillionNotes: Sonos: declassification management proposal<THE BIG VOTE BUMPER>THE BIG VOTE PICKSReference timeline:February 2025: Call everyone asking management for something an activist (13D vs. 13G): Anyone previously filing as a passive holder even if they have more than 5% are no longer allowed to “influence” management or they’ll be forced to file 13D paperwork as an activist.Influencing includes “recommending the issuer remove its staggered board, switch to a majority voting standard…” and states they will “condition its support of one or more of the issuer’s director nominees” on the recommendationAugust 2025: Texas allows shareholder proposals only for investors with 3% or more of the shares (Section 21.373)September 2025: Force mandatory arbitration on investors (Rule 431): Companies can adopt mandatory arbitration provisions (state law allowing) forcing investors out of lawsuits for new IPOs in particularOctober 2025: Atkins suggests there should be no shareholder proposals (Rule 14-8a)November 2025: Kill precatory proposals (Rule 14a-8): SEC too busy to reply to no-action requests, offers blanket immunity to companies.EXCEPT for Rule 14a-8(i)(1)—whether a proposal is a proper subject for action under state law.December 2025: Trump executive order killing proxy advisory services and threatening investors with collusion investigations (anti-fraud gaslight): considers proxy advisor advice as collusive glue between investors who use the advice, but only advice against management or in favor of DEI or ESG dataFebruary 5 2026: Texas law on ESG is invalidated by the courtsFebruary 26, 2026: Vanguard Settles Case Claiming It Tried to Kill the Coal Industry“Vanguard will include among the proxy voting choices made available to investors in U.S. Vanguard-Advised Funds the option of proxy voting shares in accordance with management recommendations.”“Vanguard will not direct or attempt to direct the business strategies or operations of portfolio companies, and will not advocate to any portfolio company that it take any particular course of conduct to reduce carbon emissions.”Vanguard will not nominate directors or submit shareholder proposals at portfolio companies.”“Vanguard will not solicit or participate in soliciting proxies with respect to any matter presented to portfolio company shareholders.”“Vanguard will not dispose or threaten to dispose of securities of portfolio companies as a condition or inducement of specific action or nonaction by such company.”“Vanguard and its U.S.-domiciled subsidiaries will withdraw from PRI and will not participate in any organization that advocates for the setting of specific output or emissions targets or levels or that requires its members to make commitments specific to achieving climate-focused investment or stewardship objectives such as NZAM, Ceres, or Climate Action 100+.”“Prior to or at the outset of any engagement meeting with a portfolio company, Vanguard will provide substantially the following notification to the portfolio Company: ‘Vanguard’s Investment Stewardship program is responsible for proxy voting and engagement on behalf of the quantitative and index equity portfolios advised by Vanguard. These funds are passive investors, and as such our funds’ proxy voting policies are centered around corporate governance practices associated with long-term investment returns. Before we begin this engagement, we want to be clear that the Vanguard-advised funds have no intent to influence company strategy or operations or the control of the company. Nothing we mention or discuss during this conversation – or any engagement with [the company] – is intended to imply that our support for any director is conditioned upon the company taking action on any matter discussed. We are also not able to discuss any voting intentions prior to the meeting.’”“Vanguard agrees to provide Plaintiffs with the following discovery materials relating to the Action from the 2020 to 2024 period:” - this is the part where the AG of Texas, who was literally investigated for corruption and impeached, demands that Vanguard actually snitch on any group Texas asks them to about climate related organizations Texas wants to targetImplications:Vanguard is the largest shareholder at 1,049 of 3,200 US public companies - so ⅓ of the US market, Vanguard is the largestAt 960 of the 1,0489, Vanguard owns >10% of sharesAt 50 companies, Vanguard owns >15% of sharesAt all of these companies, Vanguard now…May not ask for action during engagementsWill be scrutinized for every vote against management and could violate it’s agreement with the AGsThe agreement doesn’t lay out what happens if the agreement is deemed “violated” by the AGs, but suffice it to say that it’s likely to result in damages/follow up lawsuitsConsider effectively 10% of US companies votes “captured” - meaning if you want to declassify a board or change a bylaw that requires a supermajority, often requiring 75% of outstanding shares to vote and then majority vote met, you can assume that threshold you’ll need 55% of every remaining vote to win.That’s the Proxy Countdown for the week of February 23, 2026. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAids
February 6, 202645 min
Read the fine print! Plus, Meta mines for Trump friendlies, McRitchie is the only winner, and governance news
Trade Wire - BUY/SELLTop Stories:proxy countdown_trade wire_2025 - Google Sheets128 filingsThe headlines:PayPal stole HP’s CEO by promoting Chair Enrique Lores to CEO, replacing Alex Chriss; HP director Bruce Broussard appointed Interim CEOWalt Disney: Parks Man Josh D’Amaro promoted to CEO; former CEO Bob Iger remains as director and Senior Advisor until 12/31/26Walden gets golden hello again one-time equity award with $5.26M target value and $3.75M base salary (more than new CEO's $2.5M)Gender Ratio: In this specific data set, approximately 75% of the new appointments are men, while 25% are women.Meta Platforms, Inc. (META): $2M cash and $60M equity golden helloappointed former director Dina Powell McCormick as Vice Chair and Presidentbest known for having been the United States Deputy National Security Advisor for Strategy to President Donald TrumpMarried to GOP senator Dave McCormick, former CEO of Bridgewater AssociatesOn the board of Robin Hood, a charitable organization which attempts to alleviate problems caused by poverty, along with Jeff Bezos's brother Mark, DJ D-Sol, and Emeritus Director Larry Fink, et al.JABIL INC (JBL): Mark T. Mondello resigned Executive Chair; Consulting Agreement until January 22, 2028: will provide advisory and strategic services when requested for a monthly consulting fee of $145,833.00Median employee: $12,144 144:1 consulting ratio “when requested”Based on math of typical consulting agreements he will make approximately $14,583 per hourCEOs becoming Chair and/or former CEOs sticking around to be Executive Chair: Genuine Parts CEO Will Stengel will be Chair" (following the retirement of Paul D. Donahue).U.S. Bancorp: "CEO Gunjan Kedia to become Chair" (following the resignation of Andrew Cecere).DTE Energy: "CEO David Slater appointed Chair" (as Robert Skaggs, Jr. transitions to a regular director roleCrane Co (CR): COO Alejandro (Alex) Alcala promoted to CEO; former CEO/Chair Max Mitchell remains as Exec ChairDONALDSON Co: COO Richard B. Lewis promoted to CEO; former CEO/Chair Tod E. Carpenter remains as Exec ChairAMPHENOL CORP /DE/ (APH): CEO R. Adam Norwitt to become Chair(former CEO) Current Chair Martin H. Loeffler resigning<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHStill nothing crazy <VOTE RESULTS BUMPER>VOTE RESULTS TABLE 35 meetings market cap over $1 billion9 total SHPs: 4 at VisaZscaler, Inc. (ZS): declassify 51% yes (McRitchie)MICRON TECHNOLOGY: 43% YES special meeting rightsJABIL INC (JBL) 1 38% YES Act by Written ConsentVisaindependent chair 16% YES: National Legal and Policy Centeract by written consent 33% YES: John Cheveddenreport on AI-Driven Online Sexual Exploitation 8% YES: Bowyer Researchinclusion ROI audit 0.9% YES: National Center for Public Policy ResearchSame anti-DEI thing at Intuit 0.8% YES9 pay over 10% NOOnly one over 20%:BITMINE IMMERSION TECHNOLOGIES: 25% NO PAY: ~$275M pay package for Executive Chair over 5 years: only voting on this DirectorsJABIL INC (JBL): John C. Plant 84% NO; N. V. “Tiger” Tyagarajan 70% NOMessrs. Plant and Tyagarajan attended less than 75% of the aggregate Board and committee meetings on which they each served during fiscal year 2025 due to coinciding professional responsibilities.Still on boardIn accordance with the Company’s director resignation policy, on January 23, 2026, Mr. Plant (2016-) and Mr. Tyagarajan (2024-) offered their respective resignations. In accordance with the Resignation Policy, the Nominating and Governance Committee will recommend whether to accept or reject their respective resignations. The Board will act on the Committee’s recommendation and publicly disclose its decision and rationale within 90 days following the Committee’s recommendation.Tiger is on this committeeAnousheh Ansari (2016-)LD Steven Raymuns (1996-)15 others over 10%Highest non-attendance: Zscaler (classified): Andrew Brown 10% no; Scott Darling 27% no; David Schneider 18% noStar of the week: Robert V. Vitale 26% NO at BellRing Brands AND 17% NO at Energizer Holdings and Overboarding policy:Energizer: “We understand that some of our shareholders may have policies or practices that differ from Energizer’s regarding the number of boards on which a director who is also a current public company named executive officer may serve.”BellRing: “Since he began serving as BellRing’s executive chairman in 2019, Mr. Vitale’s service on the boards of Post and Energizer Holdings, Inc. has not impacted the discharge of his duties as chairman of BellRing. As such, our Board of Directors does not believe that Mr. Vitale’s other board commitments have interfered or will interfere with Mr. Vitale’s discharge of his duties as chairman of our Board of Directors.”<THE BIG VOTE BUMPER>THE BIG VOTE PICKSDAMIONUpcoming Meetings February 9-AGM DateSHPsCompanyMarket Cap (USD)02/11/260PTC Inc. (PTC)$17.99 Billion02/11/260Central Garden & Pet (CENT)$2.20 Billion02/10/260Rockwell Automation (ROK)$48.33 Billion02/10/260Moog Inc. (MOG.A)$10.71 Billion02/09/260Mueller Water Products (MWA)$4.31 Billion02/09/260J&J Snack Foods (JJSF)$1.84 BillionSHPs: none last yearMattGovernance news round up:January 2026: Kill exempt solicitations (PX14A6G): The SEC is restricting smaller shareholders from filing "exempt solicitations" (notices of intent to vote), only allowing those holding over $5 million in shares to use this mechanism.January 2026: Brian Daly suggests proxy voting may not be a fiduciary duty: Index funds maybe SHOULDN’T vote at all in the speech, plugs AI as the solution.Back of the envelope analysis:Half of US companies don’t have an investor with >$5m (small and micro caps), so no option for exempt solicitations?23% of US companies are totalitarian - controlled or effectively controlled by an insider (or just insiders)The majority owners are Blackrock, State Street, and Vanguard with ~20% of every company in aggregate - and zero filed exempt solicitations in the last 10 yearsTaken together:25%+ of every company vote might be non votes, the same 20% that would have easily met the threshold for filing an exempt solicitationAnyone with a bylaw amendment threshold requiring a percentage of outstanding shares will effectively be gifted no more shareholder driven bylaw amendmentsNo more exempt solicitationsPaired with no more engagement, proxy advisor use counting as “collusive”, and investor mandatory arbitration, and you have effectively ONE INVESTOR LEFT: rich activistsFine print roundupTyson Foods:Les R Baledge, Independent director (as of Record date December 8, 2025)Les R. Baledge, 68, is a private investor with broad experience who served as Executive Vice President and General Counsel of the Company from 1999 to 2004 [under John Tyson, family member and chair]. He began assisting the Company with legal matters in 1982 [under Tyson’s daddy]. Mr. Baledge previously served on the boards of two public companies, BMP Sunstone Corp. and Fairfield Communities, Inc. and has been a member of the Board since February 2020. The Board believes that Mr. Baledge’s significant financial and legal expertise, his service on and advice to boards of other public and private companies and his long association with the Company qualify him to serve.Mr. Baledge was previously determined to be non-independent due to his service as one of the trustees of the Donald J. Tyson Revocable Trust. Mr. Baledge stepped down as trustee of the Donald J. Tyson Revocable Trust effective November 13, 2025, after which the Board determined he qualifies as independent under the New York Stock Exchange corporate governance rulesJohn R Tyson, 35, director since May 2025 after being fired as CFO for problems with alcohol, who also happens to still be technically an employee of some kind with no title:Mr. John R. Tyson was appointed to the Board on May 8, 2025 and, following his appointment to the Board, he remains an employee of the Company. Upon his appointment as an employee director, Mr. John R. Tyson receives annual cash and equity compensation…. It also includes amounts for event tickets and security services. Total summary comp: 846kEmerson ElectricAfter careful consideration, the Board is once again submitting for approval by shareholders the following proposed amendments to our Restated Articles of Incorporation to eliminate, over a period of three years, the classification of our Board of Directors, without affecting the unexpired terms of Directors. We made a similar proposal in 2025, 2024, 2020 and 2013.The affirmative vote of 85% of the total voting power of all outstanding shares, whether or not present or represented by proxy at the 2026 Annual Meeting, is required to amend the Company’s Restated Articles of Incorporation to declassify the Company’s Board of Directors2025: 98.34% in favor, but only 74% of the 566m shares voted (womp womp)Franklin ResourcesFun with charts: to show a reasonable average tenure, they focus on ONLY independent directorsBut when you’re talking DIVERSITY, you have to add the niece of the founder and CEO of the company, or else women on the board look bad…And just in case anyone asks about AI expertise on the board, you’ve got that skill coveredJust don’t ask WHO has the skill, because you’ll be surprised to learn its the sibling duo who spent their lives in finance at this company…Apple2024 gaslight: Under the Board's retirement policy, directors generally may not stand for re-election after attaining age 75. In consideration of the transition of the role of Chief Financial Officer from Luca Maestri to Kevan Parekh on January 1, 2025, significant recent refreshment in board composition, and the value of retaining directors who have developed deep insights into the Company during their tenure, the Board determined that it would be in the best interests of Apple and its shareholders to ask Ron Sugar, the Chair of the Audit Committee, to stand for re-election at the 2025 Annual Meeting, although he previously attained the age of 752025 don’t bother gaslighting: In the context of this year’s Annual Meeting nominations, the Board determined that it would be in the best interests of Apple and its shareholders to ask Art Levinson, the Chair of the Board, and Ron Sugar, the Chair of the Audit Committee, to stand for re-election, and to waive for each of them its guideline under which directors generally may not stand for re-election after attaining age 75.
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