PROXY COUNTDOWN

Trade Wire - BUY/SELL

TOP STORIES

proxy countdown_trade wire_2025 - Google Sheets: 44 Filings since March 31

THE HEADLINES

Jeff Shell, president and board director at Paramount Skydance, is stepping down after allegations of SEC violations

Shell 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 ~$30,000

According 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 Leave

The 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 2F

Global Net Leas: P. Sue Perrotty resigning (they also have a M. Therese Antone)

Trade Desk:

4 directors have left since March 19

Kathryn Falberg: Resigned effective March 23, 2026

Lise Buyer: Resigned effective April 3, 2026

AppLovin: Alyssa Harvey Dawson resigning

STUPID MONEY

Bunge Global: special, one-time equity awards to NEOs: $13M total; $8M for CEO Gregory Heckman

2 $3M golden parachutes at Whirlpool

James Peters, formerly Chief Financial and Administrative Officer, Whirlpool Asia

Alessandro Perucchetti, formerly President, Whirlpool North America

Broadcom: 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 units

Capital 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 ODDITIES

Natera: appointed Class I director Eric Rubin, with an initial term expiring at the 2028 AGM

HUBSPOT: Ron Gill resigning in June, replacing him will be Mike Berry, appointed in April

PROXY CAGE MATCH

Proxy 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 AGM

Shah 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 Voting

AI 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 TABLE 

4 meetings since 3/31/26: leagues 3 and 4

 Companies with SHPs: 1

Hewlett Packard Enterprise: Report on Discrimination in Charitable Support 0.83% yes Bowyer Research

Say on Pay: 2  over 10% NO; 0 over 15%

Hewlett Packard 26%

Cooper Companies 10%

Directors: 96% average YES: 0 directors over 10% NO

Hewlett Packard: 98% avg yes (CEO Neri 99.3% yes; Pay Comm Chair Carter 96% yes; 97% avg yes for all F comm): 26% no pay

Upcoming Meetings

April 14 Moody's Corporation $82.4 Billion

April 14 BNY Mellon (The Bank of New York) $63.8 Billion

April 15 Adobe $215.3 Billion

April 16 Synopsys $85.9 Billion

April 16 Humana $17.4 Billion

April 16 PPG Industries $32.1 Billion

April 16 HP $30.2 Billion

April 17 The Boeing Company $110.6 Billion

THE BIG VOTE

ADOBE

AGM Date: April 15, 2026: Virtual

2026 Proxy

2025 Proxy

2025 Voting results

2024 Voting results

General Observations

Ownership

Institutional voting power

Vanguard 10%

BlackRock 9%

Performance outliers:

Overall: .629

Dheeraj Pandey .463

EBITDA .765

Dheeraj Pandey .068

Carbon .762

David Ricks .410

TSR .418

Dheeraj Pandey .266

Controversies .671

David Ricks .282

Board stuff

Committees

Audit (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 development

3/11 directors: lowest category

AI Experience: Directors with experience leading AI transformation in companies.

8/11 directors: Really??

Calderoni: an accountant and CEO of a provider of global talent solutions

Narayen

Adobe 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 competitors

Adobe stated the need for new leadership under AI growth as the reason for his departure.

Oberg: CFO Marriott

Ricks: CEO of a pharmaceutical company

Rosenweig: CEO of an online textbook rental company

Gender Power Gap -9%

CEO Succession

Narayen will remain in the position until a successor has been appointed and will stay on as board chairman

Working with Lead Director Calderoni on successor

Decision was announced 2 weeks after proxy statement so nothing in proxy for shareholders to consider

Governance 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”

DIRECTORS

Cristiano Amon 55/2023/m c 7%

CEO, Qualcomm

Other Public Company Boards: Qualcomm

Votes Against Last AGM: 3% no

Amy Banse 66/2012/f Cn 11%

Partner, Mosaic General Partnership

Other Public Company Boards: Lennar Corporation, On Holding AG, The Clorox Company (2016 to 2024)

Votes Against Last AGM: 12% no

Melanie Boulden 53/2020/f c 6%

Former Chief Growth Officer, Tyson Foods

Other Public Company Boards: Cal-Maine Foods

Votes Against Last AGM: 3% no

Frank Calderoni 68/2012/m N 11%

Lead Director; Former CEO, Velocity Global

Other Public Company Boards: Anaplan (Chair 2017 to 2022)

Votes Against Last AGM: 11% no

Laura Desmond 60/2012/f a 4%

CEO, Smartly.io

Other Public Company Boards: DoubleVerify Holdings Inc., Capgemini SE (2019 to 2020)

Votes Against Last AGM: 5%

Shantanu Narayen 62/2007/m 28% no

Chair/CEO

Other Public Company Boards: Pfizer Inc. (Lead Independent Director) 

Votes Against Last AGM: 11% no

Spencer Neumann 56/2022/m a 4%

CFO, Netflix

Other Public Company Boards: None

Votes Against Last AGM: 2% no

Kathleen Oberg 65/2019/f An 6%

Former CFO, Marriott International

Other Public Company Boards: None

Votes Against Last AGM: 3% no

Dheeraj Pandey 50/2019/m a 2%

Chair/CEO, DevRev

Other Public Company Boards: Nutanix (Chair 2009 to 2020)

Votes Against Last AGM: 2% no

David Ricks 58/2018/m c 12%

Chair/CEO, Eli Lilly

Other Public Company Boards: Eli Lilly (Chair)

Votes Against Last AGM: 3% no

Daniel Rosensweig 64/2009/m n 9%

CEO/Co-Chair, Chegg

Other Public Company Boards: Chegg, Inc. (Co-Chair), Rent the Runway Inc.

Votes Against Last AGM: 7% no

SAY ON PAY

21% NO 2025

Net New Sales

as a Percentage of Target for Fiscal Year 2024: 120% and Above = 200% of target shares

as a Percentage of Target for Fiscal Year 2025: 112.3% and Above = 200% of target shares

Equity Awards Granted by the Committee

2024: $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 217:1

SHP

Golden Parachutes

John R. Chevedden 47% YES in 2025

Board Matrix

Comptroller 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 Fund

Civil Liberties in Digital Services

American 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 voices

Corporate “woke-ism” masquerading as social responsibility (DEI, Net-Zero)

Media companies spewing liberal propaganda

CEOs pushing their political agendas and bankrolling socialist causes

Attacks on our right to express religious beliefs

Assaults on our constitutional right to bear arms

The blatant disregard for the sanctity of human life

NO 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 Risk

As You Sow

New segment called ON THE CLOCK

I 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:

Demo

Average birth year: Lyndon Johnson (1967)

Average 74% demographic similarity between board members

Average tenure = 10 years, 5 directors >10 years, Rosensweig at 17 to Narayen’s 18

Power:

Max influence: CEO Shantanu Narayen (28%)

Daniel Rosensweig (11%) and Frank Calderoni (10%) are on deck

36% women, -9% gender power gap

Brains

82% advanced degree/elite school directors

Only 8% director merit - mostly fails on performance, you get a lot of interconnected CEOs instead

12% experience overlaps 

Friends

82% connected directors (ranks in top 10 for ALL IT sector companies in US/CA/AU/GB)

6% have direct connection in common overlaps

Behaviors

Ranked 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)

Performance

3 directors of 11 in the last 3yr rank above average on CEO pay ratio batting average - they like paying CEOs

3 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 .296

GAP 1: THEY DON’T GET PAID FOR THEIR EARNINGS

Marketing 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 earnings

Also 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, Desmond

Are they being underutilized?  Or are they just bad at it?

All tagged as having knowledge from education - degree attainment, schooling - NONE from industry

One 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 CEO

Iger 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 dissent

Becomes 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, Oracle

Ricks: marketing at Eli Lily, now CEO of Eli Lily, always at Eli Lily

Rosensweig: Chegg (online textbook RENTALS), RedOctane (part of Activision, which owned Blizzard - connection alert), Yahoo, CNET, and Ziff-Davis for 18 years (ZDNet)

GAME TIME

News roundup

Adobe’s CFO is using AI to answer 300,000 emails, cut contract review in half — and make sure finance never slows the company down

Dan Durn

AI Now Causing CEOs to Resign in Fear

Coca-Cola, Walmart, and Adobe CEO shakeups have one thing in common: AI

Story of the Vote: CEO Succession

Narayen stepping down after two decades, stock slumped since 2023, blames AI for the leave

Hasn’t left, has stated he WILL leave when a successor is found

Hint: NO SUCCESSION PLAN - nom committee:

Calderoni is nom chair and his background IS TALENT MANAGEMENT

Fundamental 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 talent

It has to be the latter BECAUSE HE’S ALSO LEAD INDEPENDENT DIRECTOR - this is entirely his job

Already 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 years

Rosensweig is nom member - 17 year tenure and he wasn’t prepared???

Banse is nom member - 13 year tenure

“Leeny” is nom member - 7 year tenure

Board is run by top bros: Narayen, Calderoni, Rosensweig - 49% influence between the three

Game vote:

This is easy: fire the man without the plan, in this case vote against Calderoni

Second 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 Narayen

Need a refresh from OG internet backgrounds

Yahoo? 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 company

Know 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 decades

Needs 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 player

An 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 board

Barbara 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 marketers

Chris 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 sucks

Fun 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 sucks

Narayen 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 less

Even with that, Narayen STILL IN THE 84TH PERCENTILE of pay for US large cap companies

SHPs (yes, there are some):

Last update in mid March?  In December, Adobe excluded:

Jing Zhao - classicist asking for limiting CEO pay ratio

Chevedden - 2.99x golden parachute limit

Always vote with Chevedden

NYCERS - disclose gender and race/ethnicity

While 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 product

As You Sow - GHG in retirement plans

Templated, but is this an Adobe problem?

Employees auto enrolled, contributions invested in Vanguard account using Vanguard Target Retirement Trust

Target dates - no ESG data used, simple index optimized by date so 2050 fund for instance has nothing about the fact that assets will be underwater

Run 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 proposal

Roger Aliaga-Diaz, chief economist at Vanguard, gets name plate but likely doesn’t do much directly, economics all day

So 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 VOTE

NO on Calderoni

NO on Rosensweig

NO 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 are

YES on Cheveddan

NO on all other SHPs

Trade Wire - BUY/SELL

Top Stories:

proxy countdown_trade wire_2025 - Google Sheets

95 Filings since March 27

The headlines:

Air Canada CEO will retire this year after his English-only crash message was criticized

Michael 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 incident

Super 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 Directors

Ruei-Tsang "Steven" Chang, a sales manager in Taiwan

Ting-Wei "Willy" Sun, a contractor

The Company has placed the two employees on administrative leave and terminated its relationship with the contractor

Mr. Liaw has also resigned as a member of the Company’s Board of Directors

Mr. Liaw’s resignation was not the result of a disagreement with the Company

Clean-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 found

ADOBE INC. (ADBE): CEO/Chair Shantanu Narayen resigning when successor found; will remain as Chair

Down to 2F

Arthur J. Gallagher & Co. (AJG): Sherry Barrat retiring down to 2/9

Corebridge Financial, Inc. (CRBD): Rose Marie Glazer and Adam Burk resigned 2/11

INCYTE CORP (INCY): Susanne Schaffert retiring 2/8

Stupid money

Datadog, Inc. (DDOG): appointed Dominic Phillips

As 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 equity

CEO (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 GlaxoSmithKline

medical degree and practiced as a clinician before earning her MBA from INSEAD

Students 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 Officer

CFO Randy Hyzak from $1.2M/150%/175% to $1.35M/200%/250%

Base Salary Increase: +$150,000

Short-Term Upside: +$900,000

Long-Term Upside: +$1,275,000

Total 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: +$300,000

Short-Term Upside: +$925,000

Long-Term Upside: +$4,200,000

Total 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 day

Workday, Inc. (WDAY)

Aneel Bhusri, Workday’s co-founder and Executive Chair, promoted to CEO: up to $270m equity

WASTE 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 business

DEERE & CO (DE)

one-time equity awards to 3 NEOs: John C. May $25M; Ryan D. Campbell $5M; Deanna M. Kovar $5M

PROXY CAGE MATCH

Activist 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 TABLE 

 27 meetings market cap over $1 billion since 2/27/26

 Companies with SHPs: 5

STARBUCKS CORP (SBUX)

Independent Board Chair 12% yes

Report on Detransitioning 0.93% yes

Report on Diagnostic Tools 0.72% yes

Risks of Excluding Religious Charities 0.66% yes

Repro & Gender Care Gaps 0.59% yes

Supermajority to Majority 94% yes

Keysight Technologies, Inc. (KEYS)

Call for a Special Shareholder Meeting 64% yes

Walt Disney Co (DIS)

1 not presented

how the employee gift-matching program may impact risks related to religious  discrimination against employees 0.79% yes

Cumulative Voting for Board Elections 3% yes

Accessibility & Disability Inclusion Practices 5% yes

DEERE & CO (DE)

Report on the Return on Investment of Emission Reduction Goals 1% YES

Shareholder Right to Act by Written Consent 38% YES

Report on Faith-Based Business Resource Groups 0.6% YES

ANALOG DEVICES INC (ADI)

Special Meeting Rights 38% yes

Say on Pay: 5  over 10% NO; 0 over 15%

Directors: 13 directors over 10% NO

Highest: Heico: Alan Schriesheim 27% no; Mark H. Hildebrandt 26% no

Upcoming Meetings

April 8 Lennar Corporation $42.5 Billion

April 9 Dow Inc. $40.1 Billion

April 14 Moody's Corporation $82.4 Billion

April 14 BNY Mellon (The Bank of New York) $63.8 Billion

April 15 Adobe $215.3 Billion

April 16 Synopsys $85.9 Billion

April 16 Humana $17.4 Billion

April 16 PPG Industries $32.1 Billion

April 16 HP $30.2 Billion

April 17 The Boeing Company $110.6 Billion

THE BIG VOTE

PROXY PREGAME

TOP 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 boards

Most similar board

Methodology: 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 think

Companies

LIBERTY MEDIA CORPORATION

malcolm ian grant gilchrist

Audit member, nom member, pay chair

75 yo male, 89% connected

EDISON INTERNATIONAL

michael camunez

Audit member

56 yo male, 91% connected

Carnival Corporation

joshua weinstein

CEO!

CMS ENERGY CORPORATION

ralph izzo

68 yo white male, 89% connected

Audit member

DELL TECHNOLOGIES INC.

david wyatt dorman

72 yo white male, 75% connected

Nom member, pay member

PG&E CORPORATION

john o. Larsen

61 yo white male, 81% connected

Pay member

BLACKSTONE INC.

stephen schwarzman

CEO!

APPLE INC.

alex gorsky

Nom member, pay member, 64yo white male

GENERAL MOTORS COMPANY

mary teresa barra

CEO!

INTERNATIONAL BUSINESS MACHINES CORPORATION

alex gorsky

LID! 86% connected, 64 white male

Most overpaying boards

Methodology: 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 ratios

LUMENTUM HOLDINGS INC.

WESTERN DIGITAL CORPORATION

WALMART INC.

S&P GLOBAL INC.

JABIL INC.

BLACKSTONE INC.

THE COCA-COLA COMPANY

CITIGROUP 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 PAY

TESLA, INC.

$290,624,003,934

PALANTIR TECHNOLOGIES INC.

$46,124,772,105

APPLE INC.

$17,450,467,247

NVIDIA CORPORATION

$15,975,069,499

BROADCOM INC.

$15,680,049,364

AIRBNB, INC.

$14,695,739,927

ALPHABET INC.

$12,585,082,005

MCKESSON CORPORATION

$11,547,064,168

BLACKSTONE INC.

$11,430,311,796

AXON ENTERPRISE, INC.

$10,332,348,727

Least merit board

Methodology - 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 CORPORATION

SYSCO CORPORATION.

ILLINOIS TOOL WORKS INC.

HUNTINGTON BANCSHARES INCORPORATED

FIRST SOLAR, INC.

KEYSIGHT TECHNOLOGIES, INC.

And these had the most:

MASTERCARD INCORPORATED.

APPLE INC.

CAPITAL ONE FINANCIAL CORPORATION

The Bank of New York Mellon Corporation

JPMORGAN CHASE & CO.

REALTY INCOME CORPORATION

EQUITY RESIDENTIAL

NATERA, INC.

EXTRA SPACE STORAGE INC.

LIBERTY MEDIA CORPORATION

Most knowledgeable board

The Bank of New York Mellon Corporation

REALTY INCOME CORPORATION

APOLLO GLOBAL MANAGEMENT, INC.

METLIFE, INC.

JPMORGAN CHASE & CO.

EXTRA SPACE STORAGE INC.

COINBASE GLOBAL, INC.

INTERCONTINENTAL EXCHANGE, INC.

AMERIPRISE FINANCIAL, INC.

MOODY'S CORPORATION

Least knowledgeable board

VALERO ENERGY CORPORATION

FERGUSON ENTERPRISES INC.

LIVE NATION ENTERTAINMENT, INC.

ROCKET LAB CORPORATION

HILTON WORLDWIDE HOLDINGS INC.

MARRIOTT INTERNATIONAL, INC.

CINTAS CORPORATION

ROYAL CARIBBEAN CRUISES LTD.

Altria Group, Inc.

MCDONALD'S CORPORATION

Worst performing boards

Boards 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 CORPORATION

Carnival Corporation

Worst performing director

These 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 cahilly

FIFTH THIRD BANCORP: mike van de ven

KEURIG DR PEPPER INC.: mike van de ven

UBER TECHNOLOGIES, INC.: turqi alnowaiser

NIKE, INC.: robert swan

Billion 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 ruiz

WELLS FARGO & COMPANY: clesteen clark

Best director

Directors 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 paper

INTEL CORPORATION: craig h. barratt

INTUITIVE SURGICAL, INC. ISRG: craig h. barratt

COMFORT SYSTEMS USA, INC.: herman eugene bulls

INSMED INCORPORATED: carol schafer

ROBINHOOD MARKETS, INC.: paula loop

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 season

Some 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 meeting

Matt intro

Trade Wire - BUY/SELL

Top 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 144:1

Got 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 fail

Fallout 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 meeting

And The Hartford Insurance Group “elected” Thomas Bartlett a month after their meeting and immediately appointed him to the Risk Management Committee and Audit Committee

Here’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 Committee

Pitney Bowes appointed Brent Rosenthal.

Netflix appointed Airbnb CFO Elinor Mertz to its board a mere 16 days after its annual meeting

PayPal 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 compensation

The 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 $60M

At IonQ, Lead Director Inder M. Singh became CFO/COO and got a $25M golden hello award

Duolingo found its new CFO from its board: that’s Gillian Munson, Director since 2019 & Audit Committee chair, who gets a $14M CFO golden hello

PayPal promoted its independent Chair, Enrique Lores, into the CEO role

At Sonos Tom Conrad jumped from his board seat into the CEO throne

And 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 CTO

And at WillScot Holdings, independent chair Worthing Jackman is now its Executive Chair

The Bro IPO update

We 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” trend

It 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 2/10

Meg Crofton at HCA Healthcare 2/10

Emerson Electric: Director Leticia Gonçalves resigned 2/10 (2 James 2 women)

Laurie J. Thomsen: The Travelers Companies (2/9/26) 2/8

Jessica L. Mega: Danaher Corporation (2/12/26) 2/12

Kathleen M. Widmer: Texas Roadhouse, Inc. (2/8/26) 2/8

Mary Schmidt Campbell: Unity Software (2/8/26) 2/9

Laela 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) 2/10

Tina Hunt leaving Veeva Systems board 2/9

Paycom Software: Felicia Williams resigned 2/7

Some 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-CEO

At 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 Technology

Director Brian Ruder stepped down from the board of Informatic and was replaced by Alex Vander Linde

Affirm Holdings is replacing retiring director Keith Rabois with Richard Galanti

Not 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) 1/5

S&T BANCORP: Chair Christine Toretti resigning 2/11

Jennifer Gilbert and Nancy Tellem stepping down at Rocket Companies 1/9

Down to 0F:

And finally, speaking of the anti-diversity White House, let’s look at Fannie Mae:

9/22/25: Karin Kimbrough resigned

10/22/25 CEO and director Priscilla Almodovar stepped down

There were six female directors on 3/17/25

POLL: 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 MATCH

There 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 Lagomasino

2025: 98% YES

2024: 63% YES

2023: 92% YES

At 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% YES

Goldman Sachs: 34% NO on Pay; Average 96% YES

Truist: Say on Pay 41% NO; Average 96% YES

CVS Health: 41% NO on Pay; 97% average YES

Citizens Financial Group: Say on Pay 41% NO; Average 98% YES

Lattice Semiconductor: 44% NO on Pay; Average 98% YES

Chipotle Mexican Grill: 45% NO on Pay; Average 98% YES

Pfizer: 47% NO on Pay; Average 95% YES

Molina Healthcare: 59% NO on Pay; Average 96% YES

Otis Worldwide: 61% NO on Pay; 98% average YES

Thermo Fisher Scientific: Pay 65% NO; Average 96% YES

Finally, a progress report on 2026 Shareholder Proposals since January 1, 2026: 

137 companies: 128 companies with ZERO SHPs

Only 9 companies with SHPs and only 16 total SHPs

Visa 4, Tyson Foods 3, Deere 3

Average 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 Research

Despite being anti-ESG are now entering traditional ESG SHPs like Independent board chair at Visa

And the traditional OG CG crowd with 5 

THE BIG VOTE

Starbucks 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 changed

CEO

2025: Brian Niccol

2024: Brian Niccol, Laxman Narasimhan, and Rachel Ruggeri (interim)

2023: Laxman Narasimhan and Howard Schultz

2022: Howard Schultz and Kevin Johnson

2021: Kevin Johnson

Non-CEO NEOs

2025: Cathy Smith, Brady Brewer, Mike Grams, Sara Kelly, Rachel Ruggeri, and Val Bauduin

2024: Michael Conway, Brady Brewer, and Bradley E. Lerman

2023: Rachel Ruggeri, Michael Conway, Bradley E. Lerman, and Sara Kelly

2022: Laxman Narasimhan, Rachel Ruggeri, John Culver, Michael Conway, and Rachel Gonzalez

2021: Rachel Ruggeri, John Culver, Michael Conway, Rachel Gonzalez, Patrick Grismer, and Rosalind Brewer

2 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 driver

Brian 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 professional

THE BIG VOTE

STARBUCKS

Proposal 1: Board

Who’s on the team

Ritch 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) boards

Beth 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 Director

Former 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 leader

We 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 rights

Starbucks 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 years

Knudstorp: Lead independent director with 9 year tenure, longest tenured director

I’ll give you a poll hint using the most egregious and comical case: First National Bank

LID: 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% Dimensional

One share one vote, plurality vote

Companies 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 1996

Knudstorp has only been on the board 9 years is a quiet victory for shareholders

But Niccol has 29% influence, Ritch Allison has 14%, and LID Knudstorp has 11%... it’s Niccol’s board

POLL 4 ANSWER: 12 years

And Niccol is stamping his name on stuff

Niccol NEO replacement: chief legal, Rachel Ruggeri the CFO, shown or tripped running to the door

Niccol choosing connections for the board

We 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 has

Marissa Mayer (2025) sits on Walmart board with Niccol, clearly a Niccol connection as he handpicks his board

Niccol 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/chair

Niccol 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 to

Does 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: 

Leadership

Marketing

Human Capital

Climate Change

Diversity

Mismatches:

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 food

Knudstorp 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 2025

Committee launched after majority supported SHP to focus on labor issues

Daniel Servitje, the OTHER committee member, somehow escapes entirely

But the joke is on all of us - Niccol dissolved it

Instead 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 performance

Nice 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 average

TSR is slightly below average, too, with three of the lowest performers (Knudstorp, Zhang, and Allison under .400) holding 35% of company influence

What 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 basis

Mayer also the worst performer for controversies, which is saying something on a board full of controversies in the last five years

Mike 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 Niccol

NO to Ritch Allison: he’s on every committee, second most powerful on the board at 14% influence, among the worst TSR performers

YES to separate board chair position:

Proposal 2: Auditor

 Nobody cares

Proposal 3: Say on Pay

14% NO in 2025

9% NO in 2024

CEO Pay Ratio

2025: 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 Pay

2025: $31M

2024: $96M

Proposal 4: SHP requesting supermajority shareholder voting requirements be replaced with majority voting requirements

More rights = YES

The Accountability Board

32% YES in 2023

Proposal 5: SHP requesting adoption of an independent board chair policy

National Legal and Policy Center

Cites Spencer Stuart, ISS, Glass Lewis, CFA Institute, and Calibre One

15% YES in 2025

Proposal 6: SHP requesting a report on the Company’s apparent exclusion of detransitioning in its healthcare coverage

National 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: $80.07

Proposal 7: SHP requesting a report on median compensation and benefits gaps as they address reproductive and gender dysphoria care

Bowyer Research

Assholery, part 2

Proposal 8: SHP requesting a report on the Company’s use of diagnostic tools created by politicized corporate partners

The Heritage Foundation

“The Southern Poverty Law Center”

Our first mention of Charlie Kirk?

Assholery, part 3

Proposal 9: SHP requesting a report on the risks of the Company excluding religious charities from its employee-gift match program

The Baptist Foundation of California

A similar SHP in 2025 by Bowyer Research 0.81% YES

Assholery, part 4

Trade Wire - BUY/SELL

Top Stories:

proxy countdown_trade wire_2025 - Google Sheets

145 Filings since Feb 5

The headlines:

Epstein fallout

GOLDMAN SACHS GROUP INC (GS)

Kathryn H. Ruemmler has determined to retire from her roles as Chief Legal Officer and General Counsel

Epstein; filing says nothing

Hyatt 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 release

The 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 Board

WESTLAKE CORP (WLK): elected Bhavesh V. “Bob” Patel: Mr. Patel will serve as a Class III director until 2028 AGM

Walt Disney Co (DIS): exercised its right to terminate without cause the employment of Kristina K. Schake as Senior Executive Vice President and Chief Communications Officer

MCDONALDS CORP (MCD): elected Ford CEO James D. Farley, Jr.

DIsney

WNBA

Marriott

Johnson & Johnson

McLaren (luxury cars)

Abbott Labs

Gender 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 out

Women: 15 in, 13 out

Down to 2F

Caroline 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 resigning

elected Dr. Maria C. Friere to serve as Chair

F to F chair transition

Stupid money

CHARTER COMMUNICATIONS: $20.5M equity golden hello

ADVANCED MICRO DEVICES: CEO Lisa Su granted special equity award valued at $75M target worth up to $150M

Public Storage (PSA)

Joseph D. Russell, Jr. resigning CEO/board; CFO H. Thomas Boyle promoted to CEO/director

Ronald L. Havner stepping down as chair but remaining as director

director 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 2027

CONSTELLATION BRANDS, INC. (STZ)

Nicholas I. Fink appointed, remains on board; replacing William A. Newlands

director 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 $1.2M

director appointed CEO

Workday, Inc. (WDAY)

appointed Aneel Bhusri, Workday’s co-founder and Executive Chair, as CEO

$1.25M salary, 200% annual target, $135M LT equity

COCA COLA:

COO Henrique Braun will become CEO 3/31/2026

current CEO/Chair James Quincey will become Executive Chair

Braun: $1.45M salary, 200% target bonus; Quincey: $1.2M salary, 200% target bonus

Quincey will continue to be able to utilize the Company owned aircraft for business and reasonable personal use

TARGET 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

Activist Investor Pushes For Tripadvisor Board Shakeup

BlackLine disclosed that activist investor Engaged Capital formally nominated three directors for election

Teradata agrees to board changes with activist investor

An Activist Investor Wants Four New Directors At WEX

Activist Dan Loeb dusts off his poison pen as he seeks a board refresh at CoStar Group

PENN settles with activist investor HG Vora, appoints three new directors

And 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 TABLE 

 22 meetings market cap over $1 billion

 total SHPs: 4

TYSON FOODS, INC. (TSN)

Disclosure of Voting by Share Class 14% YES

Waste Lagoon Health Impact Report 3% YES

Immigration Practices Financial Impact 3% YES

Apple Inc. (AAPL)

China Entanglement Audit 1% YES

52 total meetings: 4 SHPs

 3 pay over 20% NO

 J&J SNACK FOODS CORP (JJSF): classified: 1 director: Mary Meder 22% NO 25% Pay NO

EDGEWELL PERSONAL CARE: Rod R. Little 15% NO 22% NO Pay

Twist Bioscience Corp (TWST): classified: Keith Crandell 19% NO; Jan Johannessen 16% NO; Trynka Shineman Blake 99.8% YES 24% NO Pay

EXACT SCIENCES CORP (EXAS): merger 99.6% yes; compensation 67% no special meeting

CEO Employment Agreement with Kevin Conroy: 

a lump sum cash payment equal to (a) two times his base salary and (b) a pro-rata target bonus

a lump sum cash payment equal to $10 million

to remain employed by Exact (or any successor) for at least six months

if requested, all outstanding equity awards will become immediately vested and exercisable

 a tax gross-up payment relating to any excise taxes on excess parachute payments

Directors

 over 20% at large caps

J&J SNACK FOODS CORP (JJSF): classified: 1 director: Mary Meder 22% NO

Other stuff at small caps

Tianci International, Inc. (CIIT): 99.99% avg yes directors; 99.99% yes pay

controlling shareholder 57.68%

Attendance: Energy Services of America CORP: Amy E. Abraham 48% NO

Upcoming Meetings

AGM Date

SHPs

Company

Market Cap (USD)

3/2

0

Nordson Corporation

$16 Billion

3/3

0

Warner Music Group

$16 Billion

3/3

0

AECOM

$12 Billion

3/3

0

CleanSpark, Inc.

$33 Billion

3/3

0

BrightView Holdings

$13 Billion

3/3

0

Oaktree Specialty Lending

$1 Billion

3/4

0

Fair Isaac Corporation

$32 Billion

3/4

0

Helmerich & Payne

$3 Billion

3/5

0

Sonos

$2 Billion

3/5

0

MACOM Technology Solutions

$18 Billion

3/5

0

TransDigm Group

$74 Billion

3/5

0

Symbotic

$34 Billion

3/5

0

Cencora

$66 Billion

Notes: Sonos: declassification management proposal

THE BIG VOTE PICKS

Reference 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 recommendation

August 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 particular

October 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 data

February 5 2026: Texas law on ESG is invalidated by the courts

February 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 target

Implications:

Vanguard is the largest shareholder at 1,049 of 3,200 US public companies - so ⅓ of the US market, Vanguard is the largest

At 960 of the 1,0489, Vanguard owns >10% of shares

At 50 companies, Vanguard owns >15% of shares

At all of these companies, Vanguard now…

May not ask for action during engagements

Will be scrutinized for every vote against management and could violate it’s agreement with the AGs

The 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 lawsuits

Consider 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

Trade Wire - BUY/SELL

Top Stories:

proxy countdown_trade wire_2025 - Google Sheets

128 filings

The headlines:

PayPal stole HP’s CEO by promoting Chair Enrique Lores to CEO, replacing Alex Chriss; HP director Bruce Broussard appointed Interim CEO

Walt Disney: Parks Man Josh D’Amaro promoted to CEO; former CEO Bob Iger remains as director and Senior Advisor until 12/31/26

Walden 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 hello

appointed former director Dina Powell McCormick as Vice Chair and President

best known for having been the United States Deputy National Security Advisor for Strategy to President Donald Trump

Married to GOP senator Dave McCormick, former CEO of Bridgewater Associates

On 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 $145,833.00

Median employee: $12,144 144:1 consulting ratio “when requested”

Based on math of typical consulting agreements he will make approximately $14,583 per hour

CEOs 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 role

Crane Co (CR): COO Alejandro (Alex) Alcala promoted to CEO; former CEO/Chair Max Mitchell remains as Exec Chair

DONALDSON Co: COO Richard B. Lewis promoted to CEO; former CEO/Chair Tod E. Carpenter remains as Exec Chair

AMPHENOL CORP /DE/ (APH): CEO R. Adam Norwitt to become Chair

(former CEO) Current Chair Martin H. Loeffler resigning

PROXY CAGE MATCH

Still nothing crazy

VOTE RESULTS TABLE 

35 meetings market cap over $1 billion

9 total SHPs: 4 at Visa

Zscaler, Inc. (ZS): declassify 51% yes (McRitchie)

MICRON TECHNOLOGY: 43% YES special meeting rights

JABIL INC (JBL) 1 38% YES Act by Written Consent

Visa

independent chair 16% YES: National Legal and Policy Center

act by written consent 33% YES: John Chevedden

report on AI-Driven Online Sexual Exploitation 8% YES: Bowyer Research

inclusion ROI audit 0.9% YES: National Center for Public Policy Research

Same anti-DEI thing at Intuit 0.8% YES

9 pay over 10% NO

Only one over 20%:

BITMINE IMMERSION TECHNOLOGIES: 25% NO PAY: ~$275M pay package for Executive Chair over 5 years: only voting on this 

Directors

JABIL INC (JBL): John C. Plant 84% NO; N. V. “Tiger” Tyagarajan 70% NO

Messrs. 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 board

In 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 committee

Anousheh 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% no

Star 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 PICKS

DAMION

Upcoming Meetings February 9-

AGM Date

SHPs

Company

Market Cap (USD)

02/11/26

0

PTC Inc. (PTC)

$17.99 Billion

02/11/26

0

Central Garden & Pet (CENT)

$2.20 Billion

02/10/26

0

Rockwell Automation (ROK)

$48.33 Billion

02/10/26

0

Moog Inc. (MOG.A)

$10.71 Billion

02/09/26

0

Mueller Water Products (MWA)

$4.31 Billion

02/09/26

0

J&J Snack Foods (JJSF)

$1.84 Billion

SHPs: none last year

Matt

Governance 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 years

Taken together:

25%+ of every company vote might be non votes, the same 20% that would have easily met the threshold for filing an exempt solicitation

Anyone with a bylaw amendment threshold requiring a percentage of outstanding shares will effectively be gifted no more shareholder driven bylaw amendments

No more exempt solicitations

Paired with no more engagement, proxy advisor use counting as “collusive”, and investor mandatory arbitration, and you have effectively ONE INVESTOR LEFT: rich activists

Fine print roundup

Tyson 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 rules

John 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: 846k

Emerson Electric

After 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 Directors

2025: 98.34% in favor, but only 74% of the 566m shares voted (womp womp)

Franklin Resources

Fun with charts: to show a reasonable average tenure, they focus on ONLY independent directors

But 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 covered

Just 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…

Apple

2024 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 75

2025 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.

Trade Wire - BUY/SELL

Top Stories:

proxy countdown_trade wire_2025 - Google Sheets

Dumb pay

Xmas week pay dump:

CrowdStrike

performance-based equity award granted to CEO George Kurtz with target value of approximately $140M; worth up to $280M with 90th percentile TSR and $70M with 25th percentile TSR

Warner Bros. Discovery

$96M: Make-Whole RSU award to CEO Daivd Zaslav of 1,963,465 shares; after January 2 Follow-On Option award of 3,052,734 options because share price is down

Under a new employment agreement executed on June 12, 2025, Zaslav received a special award of 20,898,776 stock options with an exercise price of $10.16 (~$400M). Additionally, on January 2, 2026, he was granted 3,052,734 follow-on stock options with an exercise price of $28.51 (~$40M). To address the higher exercise price of these options compared to the initial grant, Zaslav received 1,963,465 restricted stock units on January 5, 2026 (~$56M).

BERKSHIRE HATHAWAY

CEO Greg Abel salary increased to $25M

Aon plc

Gregory C. Case extended contract: $50-100M performance shares; increase salary to $1.75M; capped at 100% target if TSR negative

Duolingo $14M CFO golden hello

Gillian Munson, Director since 2019 & Audit Committee chair 

Executive chair and former CEO junk:

IDEXX LABORATORIES

CEO  and Chair Jonathan (Jay) Mazelsky stepping down as of May 12, 2026 and will transition to the role of Executive Chair

Michael (Mike) Erickson, PhD, will assume the role of CEO and join the Board as a Class II Director

Lawrence D. Kingsley, currently serving as the Board’s independent Non-Executive Chair, will serve as independent Lead Director

Toll Brothers

promoted Karl K. Mistry to CEO effective March 30, 2026; to join board

Douglas C. Yearley, Jr., the Company’s current Chairman and CEO will remain as Executive Chair of the Board, with $6.6M annual pay

CATERPILLAR

former CEO and current Executive Chair D. James Umpleby III resigning

CEO Joseph E. Creed will become Chair

amended bylaws to change name from “Presiding Director” to “Lead Independent Director.”

AMERICAN INTERNATIONAL GROUP (AIG)

Chairman & CEO Peter Zaffino intends to transition to Executive Chair of the Company and retire as CEO by mid-year;

Eric Andersen will be CEO Elect, effective February 16, 2026

Zaffinos's long-term target reduced from $17.5M to 7.5M; everything else the same; Zaffino's target pay will be $15M, down from $25M

new CEO Anderson target pay will be $18M and will get $12.5M golden hello equity award;

Someone did it right: NRG ENERGY

Robert Gaudette promoted to CEO; replacing Lawrence Coben

new CEO Robert Gaudette will join board;

Lawrence Coben resigning from board

director Antonio Carrillo to become Chair

Oracle old people:

ORACLE: George H. Conrades, age 86, and Naomi O. Seligman, age 87, retired

Board observer?

SUI Group Holdings

CFO Joseph A. Geraci, II resigning from board but staying as Board Observer

appointed Mr. Brian Quintenz

PROXY CAGE MATCH

Paramount fires back at Warner Bros. bid, launching proxy fight for board seats at annual meeting

Paramount Skydance (led by David Ellison) has filed a lawsuit in Delaware to block or expose the details of an $82.7 billion deal where Netflix would acquire Warner Bros. Discovery’s (WBD) studio and streaming assets.

Paramount claims WBD’s board is hiding financial data and "misleading" shareholders by choosing Netflix’s lower offer over Paramount’s $108 billion all-cash bid.

Because WBD’s board (led by CEO David Zaslav) has repeatedly rejected Paramount, David Ellison is launching a "proxy fight." He plans to nominate a new slate of directors to the WBD board who will vote to kill the Netflix merger and accept Paramount’s hostile takeover instead.

Lululemon founder Chip Wilson launches proxy fight for board shakeup

Lululemon founder and major shareholder Chip Wilson has launched a formal proxy fight against the company's board, accusing them of a "total failure of oversight" and a lack of "visionary creative leadership." The move comes in response to the announcement that CEO Calvin McDonald will step down in January 2026; Wilson argues that the current board cannot be trusted to select a successor and must be reshuffled before a new leader is chosen.

Wilson has nominated three independent director candidates to be elected at the 2026 annual meeting and submitted a proposal to "declassify" the board so that all members must stand for election annually.

Wilson's Board Nominees: 1. Marc Maurer: Former co-CEO of On Holding. 2. Laura Gentile: Former Chief Marketing Officer of ESPN. 3. Eric Hirshberg: Former CEO of Activision Publishing.

Simultaneously, the activist hedge fund Elliott Investment Management (led by Paul Singer) has built a $1 billion stake and is pushing for its own preferred candidate, Jane Nielsen (former Ralph Lauren executive), to be named the next CEO.

VOTE RESULTS TABLE 

53 meetings

47 average well over 90% yes

22 at least 99% yes

6 hitting 99.9

Global Interactive Technologies, Inc. (GITS) 99.99

GD Culture Group Ltd (GDC) 99.999

NOCERA, INC. (NCRA) 99.999

CREATIVE REALITIES: 98% yes: Dave, Tom, Don, Dan, Dick, Steve

8 pay over 10% NO

RingCentral: 29% no pay

NORTHWEST BIOTHERAPEUTICS: pay 23% no

Lifeway Foods: pay 47% against

NEWMARK GROUP: 23% no pay

2 SHPs

CISCO SYSTEMS: 1% yes: report assessing how Cisco's inclusion programs provide positive financial value to stockholders

Lifeway Foods: 29% yes: form a committee of the board to conduct reviews of the Company’s management, the Company’s strategic plan and the Company’s strategic alternatives

71% average yes for board

Opposition Nominees: 28% yes

pay 47% no

Nixxy, Inc.: Miles Jennings 89% no

On December 30, 2025, Miles Jennings notified the Board of Directors (the “Board”) of Nixxy, Inc. (the “Company”) of his intention to resign as a member of the Board and all committees thereof, effective January 1, 2026. Mr. Jennings’ resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company and the entire Board are deeply grateful for Mr. Jennings’ service and his contributions to the Company.

Mr. Jennings has served in various executive capacities with the Company since its founding, including as Chief Executive Officer, Chief Operating Officer, and President from 2020 through March 2024, and again as Chief Executive Officer during 2025. Mr. Jennings currently serves as Chief Executive Officer of CognoGroup, Inc., a publicly traded subsidiary of the Company. Prior to that, Mr. Jennings founded the Company

FG Nexus: Ndamukong Suh NFL

Nominating & Corporate Governance Committee

Mr. Suh has served on the Board of Directors of Cizzle Brands Corporation (Cboe Canada: CZZL) (OTCQB: CZZLF), a sports nutrition company focused on health and wellness, since August 2025.

“We are building the leading capital market vehicle dedicated to accumulation and on-chain yield generation for the next decade of Ethereum (ETH). This is Ethereum’s MicroStrategy moment, but with staking yield, programmable money, and RWA tokenization.”

THE BIG VOTE PICKS

DAMION

Upcoming Meetings January 19-

AGM Date

Company

SHPs #

Notes

1/20

Forestar

1/21

Ashland

1/21

New Jersey Resources

1/23

Acuity

1/23

MSC Industrial

1/24

Aramark

1/24

Energizer Holdings

Matt

Paramount vs. WBD

Governance lunacy at Paramount

Directors are elected per usual, with the caveat that it’s dual class (so Ellison controls the share vote)

Low vote directors are directors hand picked by Ellison and are automatically on the board, making them different from directors in almost no way except they do not require a sham vote

Ellison designees are also hand picked by Ellison, but they are given options in the Class B shares AND, as long as Ellison owns the company, “each Ellison Designee (which shall not include any Low-Vote Designee) shall each have a number of votes on any matter presented to the Board or any committee thereof equal to one more than the total number Directors of the whole Board or committee thereof, as applicable.”

Meaning not only are SHAREHOLDERS at a disadvantage (their vote doesn’t count), the directors they MIGHT have chosen or agree with are ALSO at a disadvantage (Ellison gave his hand picked cronies dual class BOARD VOTES)

Andy Campion, ex Nike and Starbucks, Williams Sonoma director, was announced as an “Ellison Designee”

Dennis Cinelli, just named CFO of the company, was picked as a Ellison Designee in September, replaced by Andy Campion

No Paramount wants to slate a board - which means Ellison wants to hand pick a DIFFERENT board

No Action Updates

For being “too busy” thanks to the government shutdown, the SEC has so far responded to 70 of 103 proposals - all exclusions.

Of the 103 proposals, 52 were John Chevedden

45 of the 52 got the SEC response (exclude)

ALL of them were basic governance: 

Declassify

Majority vote

Special meeting

CEO/Chair split

Director resignation after vote out policy

Anti-Chevedden SEC sentiment is STRONG - and now you know it wasn’t “woke” or “anti woke” they were trying to stop, it’s shareholder rights

For proponents with at least 3 proposals, Chevedden has the highest response rate

87% of Chevedden proposals got a response, all were excluded

SEC only responded to 29% of the next highest - NCPPR

That’s the Proxy Countdown for the week of January 12, 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

2025 REVIEW FROM MIKE LEVIN:

Big proxy contests: PHX-Elliott

Significant situations: PEP-Elliott

TSLA AGM

SEC rules on shareholder proposals

Proxy advisor pressure

Delaware under scrutiny

US stakes in INTL, others

XOM retail voting program

2026 PREDICTIONS:

DIRECTORS

Will a director be voted out in an uncontested election this year for a reason OUTSIDE of attendance (re: Netflix’s Jay Hoag’s 78% NO vote) at a big US company?

The average percentage of directors getting less than 50% of the vote is 0.2% - generally it happens due to activism OR attendance.  Will it happen for some other reason?

Canary in a coal mine: what will Hoag’s FOR votes be in 2026? 

The average percentage of women on boards will be?

Most recent data shows a 22% drop in new diverse candidates on boards, and Damion pulled a stunning number of “Down to 2” as a common refrain for boards looking to diversify away from women.  The current average number of women on large cap US boards is 30% - how far does the average move after 2025-6?

SHAREHOLDER PROPOSALS

Which company will allow the most shareholder proposals?

In 2025, Alphabet clocked in with the highest number of shareholder proposals at 13, followed by Meta at 9, Amazon at 8, and Walmart and Berkshire tied at 7.

Which one of these shareholder proponents will see the highest number of exclusions in  2026:

Activists: (23% supports in 2025)

Anti woke: (2%)

AOs / Pensions: (12%)

Woke: (10%)

Governance: (29%)

Religious: (10%)

Number of shareholder proposals that will WIN in 2026 (approx 50 in 2025)?

E vs S vs G (45 vs 5 vs 0)

Palo Alto Networks on Tuesday: 93% YES on a James McRitchie bid to eliminate its classified board, despite the company being AGAINST.

PAY

How many companies will fail Say on Pay in 2026 (27, About 1.2% of Russell 3000 companies, failed Say on Pay in 2025)?

Palo Alto failed Tuesday: 54% NO

How many post-Musk billion dollar+ CEO pay packages will we see in 2026?

Which is more likely: 

Which is the SEC more likely to have to redefine to address the December 11, 2025 executive whining titled “PROTECTING AMERICAN INVESTORS FROM FOREIGN-OWNED AND POLITICALLY-MOTIVATED PROXY ADVISORS”, which asks the SEC to “consider” rescinding rule 14-8a, investigating if proxy advisors committed securities fraud (and should be registered), consider forcing methodology disclosure, “investigate” collusion with asset managers, and calling proxy advisors “fiduciaries” if they charge a fee to pension funds:

Anti-fraud laws  - currently the laws deal with the “purchase or sale” of a security, not saying “this non binding shareholder proposal about donut hole size is a vote YES based on the criteria you provided”... they would have to redefine scienter to include advice for sale, not securities?  Or they would have to decide that they had a coordinated scheme to defraud THE ENTIRE MARKET?

Investment advice fiduciaries - ERISA sets duty of loyalty, care, and prudence, and it applies to anyone exercising discretion over a pension for a fee - they would have to consider the purchase of ANY data, rating, opinion, or even made-to-order service (like back end data dashboards) a form of advice, and thus make them all fiduciaries.  Unless they just change the rule and say “proxy advisors are fiduciaries” because kabuki theater?

ESG - they’ve included in here considering rescission of rules that “advance” ESG policies - but there’s a G in ESG.  That would include literally the act of voting, the election of directors, special meetings, bylaws amendments - EVERYTHING that happens.  In which case, do they need to redefine ESG to just mean “woke stuff we don’t like” (which could, in fact, mean G also)?  And is every activist investor then woke?

The SEC No-Action gaslight - where they no longer will oppose shareholder proposal exclusions - is more likely to:

Result in more votes against directors - between the 13g vs. 13d guidance and the “we’re just too busy to read shareholder proposals for an entire year” guidance, and ISS [i think it’s actually glass lewis that’s moving away from recommendations entirely] suggesting they won’t actually provide a recommendation anymore, there’s not much else for investors to do, right?

Fuel a rise in shareholder proposals - and disclosure from proponents about exclusions to “name and shame” companies who are using the feckless SEC as cloud cover to avoid governance or shareholder demands. 

Fuel a rise in activism - in the absence of being able to ask a company to make an amendment to a bylaw or declassify a board on the proxy, doesn’t it just make activism more hostile? If a company is underperforming, investors don’t have the SEC behind them as much any more?  Coupled with Texas rules that make it harder to file proposals at all, and the move toward mandatory arbitration vs. regulatory/legal oversight, it’s all activism now, right?

Push more companies to Texas - the SEC is basically Texas-ifying guidance, but Delaware isn’t biting yet.  Inevitably, do more companies move to Texas to take advantage of having fewer shareholder rights?

Musk’s mega pay package is more likely to:

Open the floodgates to mini-Musk packages - instead of 10 years and 12 tranches, expect pay committees to start putting forward 4 years and 6 tranche billion dollar packages for companies that make hydraulic presses and deli meat.

Push investors to vote against pay EVERYWHERE, since they already feel bad giving Musk so much (like after you eat too much chocolate, you just never want it again)

End say on pay - what’s the point really?  Some fringe investors vote against pay, and it’s non binding?  If you are excluding shareholder proposals anyway, why not end say on pay and force investors to just vote against pay committee members?

DO NOTHING.  No one actually cares how much an executive gets paid, all the CEO pay ratio data and disclosures are kabuki theater anyway.

DExit winner is most likely:

Nevada

Texas

Delaware

No one

Trade Wire - BUY/SELL

Top Stories:

proxy countdown_trade wire_2025 - Google Sheets

Walmart Inc. (WMT) C. Douglas McMillon resigning; John R. Furner replacing C. Douglas McMillon resigning at 2026 AGM; John R. Furner elected

Doug McMillon will retire as CEO effective January 31, 2026. 

John Furner will formally become President & CEO on February 1, 2026.

John started as a part-time associate in 1993, has led merchandising, operations, sourcing, and was previously CEO of Sam’s Club. Since 2019, he’s been President & CEO of Walmart U.S., overseeing Walmart’s U.S. operations

John is being added to Walmart’s Board of Directors immediately. 

Doug will remain on the board through Walmart’s next annual shareholders meeting (June 2026). He’ll also serve as an advisor to John through the end of fiscal year 2027.

He’ll earn a base of $1.5M/year, and his restricted/performance stock awards will continue vesting through Jan 31, 2027 if he remains employed. 

His non-compete obligations are extended through January 31, 2029, per the new agreement.

Tracking Noteworthy 8-Ks since October 8th:

DIrector comings and goings:

Men added: 

Men subtracted: 

Women added: 

Women subtracted: 

Stick to 2F

Down to 2F:

Down to 1F:

Stupidities/Oddities:

OpenAI says Larry Summers has decided to resign from board of directors

Larry Summers announced he is resigning from OpenAI’s board of directors. 

OpenAI’s board publicly said they “respect his decision” and thanked him for his service. 

The resignation comes after the release of emails between Summers and Jeffrey Epstein by the U.S. House Oversight Committee. 

In those emails, Summers corresponded in a friendly way with Epstein—even seeking personal / romantic advice. 

Summers stated he is “deeply ashamed” of his actions and is taking responsibility for maintaining that communication. 

Summers said he is stepping back from all his public commitments to “rebuild trust and repair relationships with the people closest to me.” 

He’s also going on leave from Harvard, where he had been teaching. 

Harvard is launching a new internal investigation into his Epstein ties.

AMERICAN INTERNATIONAL GROUP, INC. (AIG): President John Neal will no longer be joining company

John Neal, former CEO of Lloyd’s of London, was set to join AIG as its President (effectively a No. 2 role). 

His compensation package was reportedly very large — the WSJ says up to $17 million in his first year. 

The controversy centers on Neal’s past at Lloyd’s: allegedly he had an inappropriate workplace relationship with Rebekah Clement, a former director of corporate affairs at Lloyd’s. 

There were also concerns raised at Lloyd’s about preferential treatment: Clement was promoted into a role that reported directly to Neal, and there were complaints from employees. 

Additionally, Neal’s daughter was employed at Lloyd’s in a communications role, which raised further governance questions. 

Lloyd’s of London has reopened an investigation into Neal’s conduct. 

AIG terminated (or “mutually agreed to end”) Neal’s appointment, citing “personal circumstances” in a filing.

“American International Group, Inc. (NYSE: AIG) today communicated that it has reached a mutual agreement with John Neal, who had been named to the position of President effective December 1, 2025, that he will no longer be joining the Company due to personal circumstances. AIG Chairman & CEO Peter Zaffino will continue to work with the Board on the future organizational structure of the Company to drive performance on behalf of its clients, partners, and stakeholders.”

The decision came fairly late — Neal was set to start December 1, 2025, before the reversal. 

It appears AIG learned of the reopened Lloyd’s investigation only recently, which seems to have prompted them to pull back. 

This isn’t the first time Neal has faced scrutiny for workplace relationships: when he was CEO of QBE Insurance, his bonus was cut because he failed to disclose a romantic relationship with an assistant. 

‍ ‍

NEOs

CEOs

Money

TRACTOR SUPPLY: retention equity awards of $20M to CEO Harry A. Lawton III

Rivian Automotive: 36.5M stock option grant /$4.6B CEO stock award to CEO RJ Scaringe

PROCORE TECHNOLOGIES, INC. (PCOR)

appointed Dr. Ajei S. Gopal as CEO

founder and former CEO Craig Courtemanche, Jr. remains as Chair

$3M equity and $500k cash to former CEO

"to recognize the extraordinary amount of time, energy, and effort that Mr. Courtemanche dedicated to identifying, evaluating, and meeting with multiple potential CEO candidates, and ultimately successfully recruiting and onboarding Dr. Gopal, all while continuing to lead the Company as its President and CEO"

EMERSON ELECTRIC CO (EMR): Karsanbhai and COO Ram Krishnan: potential value of $38M each

PROXY CAGE MATCH

Novo Nordisk faces a shareholder backlash as the Danish drugmaker's minority investors prepare a protest vote against a board shake-up forced through by its dominant shareholder, the Novo Nordisk Foundation.

The Novo Nordisk Foundation, holding 77% of voting rights but just 28% of share capital, used its dominance to push through a major board overhaul at an extraordinary shareholder meeting.​

Foundation chairman Lars Rebien Sørensen was installed as Novo Nordisk’s new board chair—a dual role that raised governance concerns among minority investors due to its unprecedented consolidation of power.​​

Sørensen indicated he intends to serve for only 2–3 years and pledged to return to an “arm’s length” oversight model once a successor is named.​

Sørensen plans to prioritize appointing board members with recent pharmaceutical and over-the-counter (OTC) experience, reflecting the company's pivot to direct-to-consumer models.​

The shake-up followed the abrupt resignation of former chair Helge Lund and six independent directors, who stepped down after disputes with the Foundation over the pace and scope of board renewal.​

The Foundation argued that a comprehensive and rapid board refresh was necessary to stabilize the company and support long-term growth, while the former board favored a slower, incremental approach.​

Despite opposition, the new board slate received over 90% of the vote, though many minority shareholders either opposed or abstained as a protest.​

Major shareholders are reacting differently: Norway’s sovereign wealth fund plans to abstain, while CalSTRS (California State Teachers’ Retirement System) will oppose the proposed board candidates. 

Proxy advisor ISS (Institutional Shareholder Services) recommended abstaining, citing concerns over the unilateral and opaque nature of the Foundation’s board overhaul.

Novo recently appointed Mike Doustdar as CEO, in a fast-tracked process pushed by the Foundation, which was frustrated by what it saw as a passive board.

VOTE RESULTS TABLE 

Tesla: Vote results: [actual vote result % support] / [vote result % support with insiders backed out]... thanks to Mr. CorpGov

Proposal 1: Director elections

Ira Ehrenpreis: 64.6% / 49.9%

Joe Gebbia: 86.7% / 81.2%

Kathleen Wilson-Thompson: 77.9% / 68.8%

Proposal 2: Say-on-Pay

78.2% / 69.2%

Proposal 3: A&R 2019 Equity Incentive Plan

78.7% / 69.8%

Proposal 4: 2025 CEO Performance Award

76.7% / 66.9%

Proposal 5: auditor ratification

97% / 96%

Proposal 6: eliminate supermajority voting requirements (management proposal; however, no board rec)

53.5%

Hypothetically, if inside owners had cast their votes AGAINST this proposal, and we were to back those shares out from the AGAINST vote tabulation, the proposal would have received 76% support, thus meeting the supermajority threshold to pass.

Shareholder proposals:

Proposal 7: Board authorization XAI investment: 43.3%

Hypothetically, if inside owners had cast their votes FOR this proposal, and we were to back those shares out from the FOR vote tabulation, the proposal would have received 19.4% support.

Proposal 8: Integrating sustainability metrics into senior executive compensation plans: 8.8% / 12.4%

Proposal 9: Child labor audit: 7.6% / 10.8%

Proposal 10**: Amend bylaws to repeal 3% derivative suit ownership threshold: 24.8% / 35%

Proposal 11**: Amend Article X of the bylaws: 15.3% / 21.7%

Proposal 12: Annual Director elections: 53.8% / 76%

Proposal 13: Eliminate supermajority vote provision: 31.9% / 45%

Proposal 14: Shareholder approval requirement prior to adopting an amendment to the bylaws: 48.8% / 69%

Other than Tesla: 15 votes, 6 SHPs

3 call special meeting

Texas Pacific Land Corp (TPL): call special meeting 15% yes

JACK HENRY & ASSOCIATES INC (JKHY): call special meeting 49% yes

LAM RESEARCH: Realistic Shareholder Ability to Call for a Special Shareholder Meeting 41% YES

Separation of CEO/Chair: 34% YES Sysco

Fox Corp (FOX, FOXA): simple majority vote 38% YES; improve compensation program 4% YES

Directors:

Tesla:

Ira Ehrenpreis: 64.6% / 49.9%

Joe Gebbia: 86.7% / 81.2%

Kathleen Wilson-Thompson: 77.9% / 68.8%

LAM RESEARCH CORP (LRCX):

19% NO Nominating Committee Chair Michael R. Cannon

11% NO Chair Abhijit Y. Talwalkar     

Fox Corp (FOX, FOXA):

Lachlan K. Murdoch: 17% NO

William A. Burck: 17% NO

Chase Carey: 18% NO

Margaret “Peggy” L. Johnson: 15% NO

Paul D. Ryan: 24% NO

NEWS CORP (NWS, NWSA):

Lachlan K. Murdoch 10% NO

José María Aznar 20% NO

Natalie Bancroft 16% NO

Masroor Siddiqui 12% NO

The other 12:

96% yes avg

97% yes avg

avg 99% yes

avg 98% yes

avg 98% yes

avg 95% yes

avg 96% yes

avg 97% yes

avg 99% yes

avg 98% yes

avg 97% yes

98% average YES

THE BIG VOTE PICKS

DAMION

Upcoming Meetings November 10-

AGM Date

Company

SHPs #

Notes

Matt

SEC no-action ruling

SEC blamed the “government shutdown” and “guidance” to issue the following: “the Division has determined to not respond to no-action requests for, and express no views on, companies’ intended reliance on any basis for exclusion of shareholder proposals under Rule 14a-8”

The only exception is when the proposal contravenes state law

The coverage has been breathless:

The change “has the potential to end shareholder proposals as we know them,” a former SEC corporation finance division director told ESG Dive.

Shareholder advocates push back against SEC’s move on no-action requests

US outlines new approach for proxy disputes, seen as blow to shareholder activists

No word from the anti-woke what they think, but clearly we’ll find out a few things:

Which companies will allow proposals EVEN THOUGH the SEC would allow an exclusion by no-action?

Which companies will allow ONLY certain PROPONENTS - will they signal pre-existing relationships?

Which companies will flat out reject ALL SHPs?

But mostly, we’ll start asking some REAL QUESTIONS about boards - since it’s all we can vote on!

2024 proxy voting…

Votes Cast:

73% of all votes were directors

25% were management proposals (auditors, pay)

3% were shareholder proposals

Proponent type average vote share rates:

Activists: 23% (does NOT include director votes, just bylaws and proposals)

Antis: 2.2%

AOs / Pensions: 11.9%

Pros: 10%

Governance: 29%

Religious: 10.3%

Proponent actual wins:

Governance: 18% WIN RATE

EVERYONE ELSE: 0% WIN RATE

So here’s what the no-action rule actually stopped:

Governance gadflies improving governance practices

Special meetings

Board declassification

Majority voting

Dual class share retirement

Jim McRitchie, John Chevedden - they serve a pretty vital function in shareholder democracy, primarily by keeping it a democracy

Even if the votes were non binding, the market signal was strong given how often they WON - they won over even the Blackrock/State Street/Vanguard votes

Engagement teams

Between the SEC’s earlier bulletin declaring that most forms of questions to boards could be considered “activist” and require activist filings vs. regular investor filings and this ruling, engagement teams might actually see mass layoffs

Proxy voting will be more algorithmic - and need more data

Here’s what it didn’t:

Most of those votes were non binding (precatory)

Importantly, everyone NOT named Jim or John lost - almost every time

You could make the argument that we have more robust disclosures now as a result of 25+ years of precatory proposals and board engagements, which may not be wrong - but also the process was a quarter century in the making, and at this point there IS no headway 

What’s next:

Vote. On. Directors.

73% of ALL VOTING

Average approval rate of 96% and election rate of 99.8%, but universal anecdotal evidence that 0% of investors think 99.8% of directors should definitely have jobs

SHP Hall of Fame

Jing Zhao

Intuitive Surgical, 2024: Resolved: stockholders recommend that Intuitive Surgical, Inc. (our Company) improve the executive compensation program to include the CEO pay ratio factor.

And at Bank of America, Resolved: shareholders recommend that Bank of America Corporation (the Company) reform the election of the board to list more candidates than the number of directors of the board to be elected.

“The American corporate boards and executives have become a class of oligarchy, as defined by Aristotle, according to his _Politics_. In this great classic, Aristotle demonstrated that in a stable community (polis), the ratio of the richest citizen’s land to the poorest citizen’s land should not be over 5 to 1.”

“One of the main problems of corporate governance is that American corporate boards are not democratically elected. The Company’s board needs a democratic reform to elect members from more diversified candidates. Shareholders should have the right to choose from more candidates than the number of directors of the board to be elected.”

NCPPR, Coca-Cola, 2025

Shareholders request that the Board of Directors create a board-level Improper Influence Committee to assess the extent to which the Company’s decision-making has been improperly influenced, contrary to best practices, by the nonpecuniary policy preferences of directors, executives, or money managers with their own custodial obligations.

General Pension Plan of the International Union of Operating Engineers, Enron, 1997

That the shareholders of ENRON CORP. (the "Company") recommend that our Board of Directors take the necessary steps to adopt and implement a policy of cumulative voting for all elections of directors.

Supporting statement: In the American corporate governance system, the election of corporate directors is the primary vehicle for shareholders to influence corporate affairs and exert accountability on management. We believe that the Company's financial performance is affected by its corporate governance policies and procedures and the level of accountability they impose. We believe cumulative voting increases the possibility of electing independent-minded directors that will enforce management's accountability to shareholders.

Bart Naylor, Exxon, 2001

"RESOLVED: The shareholders urge our board of directors to take the necessary steps to nominate at least two candidates for each open board position, and that the names, biographical sketches, SEC-required declarations and photographs of such candidates shall appear in the company's proxy materials (or other required disclosures) to the same extent that such information is required by law and is our company's current practice with the single candidates it now proposes for each position."

New Director Future

Merit Votes

Leadership, Knowledge of industry, economic interest, powerful friends, performance - any three

41% of US directors get tagged as “merit candidates”

62% have core knowledge of the industries where they sit on the board

ONLY 17% MEET BASIC PERFORMANCE CRITERIA

Rank in the top 50% of directors on earnings, TSR, AND controversies - basically they are above average on the most basic metrics (company makes money, stock makes money, companies aren’t assholes)

Merit candidates average 9% influence - non merit candidates average 12% influence

The people making decisions on average have worse/less qualified backgrounds

46% of women in board seats were tagged as merit candidates compared to 39% of men

Women are held to a higher standard to get the board seat

Men with merit average 9.5% influence, women with merit average 8%

Even held to a higher standard, women are given less power on boards despite having more merit

Pure performance

Out of 6,146 US directors with at least 3 boards in their history that are currently active (out of ~20k), ONLY 627 (10%) HAVE OVERSEEN GREATER THAN AVERAGE TSR

This is the most basic ask of investors - produce market returns - and only 10% of directors with experience on multiple boards have actually done that

If you care about carbon, 2,332 (38%) of US directors outperform on carbon intensity - which means roughly 60% of directors should be in play to be voted out

About 17% of US companies have set a science based carbon target

At 32 companies, at least 25% of the board is among the bottom performers for carbon despite having set a science based target

At two companies (Hilton and AT&T), despite having a science based target, more than half the directors our among the bottom performers on carbon

Is there some expectation that people who have failed to deliver on carbon will hit carbon targets?

That’s the Proxy Countdown for the week of November 17, 2025. 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

This is Proxy Countdown. Welcome to the big show for the week of November 3, 2025 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:

Some mysterious director NO votes

More one-time retention awards for our CEO king and queens

A dude wants to control Victoria’s Secret

The ongoing disappearance of shareholder proposals

Matt’s halloween director roundup

Trade Wire - BUY/SELL

Top Stories:

proxy countdown_trade wire_2025 - Google Sheets

Tracking Noteworthy 8-Ks since October 8th:

DIrector comings and goings:

Men added: 

Men subtracted: 

Women added: 

Women subtracted: 

Stick to 2F

TransDigm Group INC (TDG) : appointed Michael Lisman and Peter Palmer

Down to 2F:

Down to 1F:

Stupidities/Oddities:

TEXTRON INC (TXT)

appointed Lisa M. Atherton CEO/director

Ms. Atherton will receive an annual base salary of $1.3M and target annual incentive compensation of 150% of her base salary

former CEO Scott C. Donnelly will become Executive Chairman

Mr. Donnelly will receive an annual base salary of $1.485M and target annual incentive compensation of 170% of his base salary

the Board approved an amendment to the Company’s amended and restated by-laws to accommodate the appointment of an Executive Chairman

F5, INC. (FFIV): CEO François Locoh-Donou will become Chair after 2026 AGM

Mr. Locoh-Donou will succeed current Chair, Alan J. Higginson, who, as previously announced, will be retiring after nearly 30 years as a Company director and 20 years as the Company’s Chair.

Michael Montoya resigned as director but then Michael Montoya appointed CTO

In October 2025, F5 disclosed a security incident involving a nation-state threat actor who gained long-term, persistent access to its product development and knowledge management systems, exfiltrating some BIG-IP source code and vulnerability information.

Toast, Inc. (TOST): appointed Anutthara Ramamurthy Bharadwaj, will hold office until the 2028 annual meeting

CLOVER HEALTH INVESTMENTS, CORP. /DE (CLOV): Chelsea Clinton resigned

CNA FINANCIAL CORP (CNA)

Dino E. Robusto’s tenure as Executive Chairman will end on December 31, 2025

CEO Douglas M. Worman will become Chair

TEXAS INSTRUMENTS INC (TXN)

Richard K. Templeton resigning as executive chairman

CEO Haviv Ilan appointed as executive chairman‍ ‍

NEOs

CEOs

Money

CITIGROUP INC: CEO Jane Fraser: one-time retention award; one-time RSU equity award of $25M and 1.055M options to CEO

MP Materials Corp. / DE (MP): one-time grant of restricted stock units with performance conditions to NEOs: total $28M

VERIZON COMMUNICATIONS INC (VZ): $70m golden hello to new CEO Dan Schulman

PROXY CAGE MATCH

BBRC International, which owns a nearly 13% stake in Victoria’s Secret, delivered a letter to the Victoria’s Secret’s board of directors this week calling for the removal of Chair Donna James and asking for a board seat.

Pushing Brett Blundy, who runs BBRC

James, the company’s chair, served on the board of L Brands—Victoria’s Secret’s previous parent company—for nearly two decades before the 2021 spinout.

“By any measure, she is an ‘over-tenured’ director with a ‘stale perspective’ that lacks objectivity regarding the company’s operations,” Blundy wrote in the letter this week.

American Electric Power (2022-2025) and Hartford Financial (2021-)

Directors who all serve on 2 other boards: Irene Chang Britt, Sarah Davis, Jacqueline Hernandez, Lauren Peters

VOTE RESULTS TABLE 

SANFILIPPO JOHN B & SON INC (JBSS)

common directors: Pamela Forbes Lieberman 43% NO; Mercedes Romero 51% NO; Ellen C. Taaffe 44% NO

“The Board of Directors recommends a FOR vote for Pamela Forbes Lieberman, Mercedes Romero and Ellen C. Taaffe”

Common stock holders: BlackRock/Thrivent Financial for Lutherans/Vanguard Group combined 33.6%

class A directors (5 Sanfilippo and 2 Valentine) 100% YES

10 votes per share

Sanfilippo/Valentine hold combined 74% voting power and 100% of Class A shares

“Gender and Diversity: Common Stock Director nominees are all female. Together with the Common Stock Directors, 40% of our Board is female”

1 of 7 Sanfilippo/Valentines is a woman

Stock was $125 in 2023, currently $68

James River Group Holdings, Ltd. (JRVR)

99% avg YES

37% NO Pay

3% NO last year

CEO: $11k less in 2024 (from $2.72M to 2.71M)

Other 4 NEOs got total cash retention award of `$1.9M, but the decision was made in last year’s proxy

SOCIETY PASS INCORPORATED. (SOPA)

Loic Gautier 99% NO; After the Annual Meeting, Loic Gautier resigned

all other directors 99% yes

Only thing different about Luic in proxy: “Non-independent Director”

Vote was October 21: After the Annual Meeting, Loic Gautier resigned as a director of the Company, effective immediately. Loic Gautier’s resignation was not as a result of any disagreement with the Board or the Company.

On October 24, 2025, Society Pass Incorporated announced the resignation of Loic Gautier from its Board of Directors, effective immediately. The resignation was not due to any disagreement with the Board or the Company.

VALUE LINE INC (VALU): Stephen P. Davis: 95% NO

Seems to still be on board: “Each candidate shall be elected by a plurality of the votes cast”

Retired Deputy Commissioner, New York City Police Department

99% YES last year

“On October 7, 2025, Value Line, Inc. held its annual shareholders meeting to elect directors. The voting results, as reported by American Stock Transfer & Trust Company, LLC, confirmed the election of several directors, with Howard A. Brecher, Mary Bernstein, and Glenn J. Muenzer receiving significant support, while Stephen P. Davis received notably fewer votes in favor.”

Next lowest was 3% NO

Mawson Infrastructure Group Inc. (MIGI): 62% NO all 3 directors: Ryan Costello, Steven Soles and Kathryn Yingling Schellenger were elected, by a plurality of the votes cast

Stock was $99 in 2022, currently $0.95

Innovative Eyewear Inc (LUCY, LUCYW): voted not to reinstate the voting rights acquired by Vladimir Galkin, Angelica Galkin, and the Galkin Revocable Trust: 76% NO

Recorded 72 meetings since October 8th:

TWO SHPs

CINTAS CORP (CTAS)

call for a special shareholder meeting 45% YES

PROCTER & GAMBLE Co (PG)

plastic packaging 14% YES

THE BIG VOTE PICKS

DAMION

Upcoming Meetings November 10-

AGM Date

Company

SHPs #

Notes

11/11/25

IDT Corp

0

11/12/25

Jack Henry & Associates

1

Call special meeting

11/12/25

Viavi Solutions

0

11/12/25

Adtalem Global Education

0

11/12/25

Extreme Networks

0

11/12/25

BGC Group

0

11/12/25

Automatic Data Processing

0

11/13/25

Estee Lauder

0

11/13/25

Axos Financial

0

11/13/25

Coherent Corp

0

11/13/25

Broadridge Financial Solutions

0

11/13/25

Tapestry

0

11/14/25

Fox Corporation

2

Improve executive compensation program AND simple majority vote

11/14/25

Sysco

1

Separate CEO/Chair

Matt

ZOMBIES

Directors with <50% FOR votes in 2024 who stayed on the board anyway

Because the undead can’t be killed

2024 Update:

Building a multi year zombie board

Investors voted OUT directors at AO Smith and Boston Beer Company in 2024, both of which kept their directors, but as classified boards now they just have DIFFERENT directors voted out

AO Smith’s Michael Larsen, 39.6% FOR

Boston Beer’s Meghan Joyce 49.7% FOR

2025: Which boards have the highest zombie influence?

22 zombies in the US - 26 global when you count 4 in Puerto Rico

Almost all are either classified boards, plurality voting, or have some other strange control mechanism - only two big ones really worth mentioning

Netflix

Jay Hoag, 21.5% FOR, 6% influence

Second time he’s been voted out this decade

On June 22, 2025, the Board rejected Mr. Hoag’s resignation. The Board, consistent with the Nominating and Governance Committee’s recommendation, determined that Mr. Hoag’s continued service as a member of the Board is in the best interests of the Company and its stockholders

We believe that Mr. Hoag did not receive a majority of votes cast in his election to the Board because he attended less than 75% of the meetings of his total board and committee meetings in 2024. Upon the recommendation of the Nominating and Governance Committee to reject Mr. Hoag’s offer of resignation, the Board determined that his absences in 2024 did not indicate a lack of commitment to his duties, noting that Mr. Hoag possesses an otherwise exemplary attendance record

Tripadvisor

Greg Maffei, 30.7%, 9% influence

Jeremy Phillips, 43.2%, 5% influence

Through the magic of plurality voting, all you need is ONE vote and you’re in!  Congrats to Maffei and Phillips who investors hate but can’t get rid of!

Fun fact: in the 2024 vote, you’ll never guess who was on the board - Netflix zombie Jay Hoag!

KRAKENS

Current directors with the most discrete 2nd degree connections in our database to other current directors

US director only for this

This year includes non profit connections, now Krakens have even longer tentacles

TOP DIRECTORS:

Patricia Russo

Actively connected to 29 other current directors in first or second degrees

Boards of…

GM

Merck

HP

KKR

Mark Weinberger

25 connections

Boards of…

J&J

JPM

Metlife

Alex Gorsky

22 connections

Boards of…

Apple

IBM

JPM

Most over the top Kraken duos

Pat Russo (29) and Wes Bush (20), both on the GM board

Connected via 5 different paths through - Just Capital Foundation, Business Roundtable, Northrop Grumman, Greater Washington Partnership, Merck, and KKR

Mark Weinberger sits between them in two of their paths

Alex Gorsky (22) and Mark Weinberger (25), both on JPM board

Business Roundtable and J&J, where Gorsky was CEO, are throughputs

Corporate Krakens

Companies with directors who have the most discrete tentacles - ignoring the Dolans/MSG because it’s all controlled and they sit on dozens of boards together

IBM - 125 total tentacles

GM - 125 tentacles

JPM - 112 tentacles

Merck - 110 

Chevron - 103

DOW - 97

Northrop - 93

Target - 92

MUMMIES

Directors that aren’t family, founder, insider, CEO, controlling shareholder, or executives with tenure >20 years and less than 10% influence in the US

Just wrap them up and put them in the corner

There are 255 of them actively on boards

35 of them are lead “independent” directors!

Just absorb that - these are directors with less than 10% influence, no founder/family/control problem, been there more than 20 YEARS, and still are pointless!  MORE THAN 10% OF MUMMIES ARE LEAD DIRECTORS!

Here are my top 5 favorite mummies that investors keep covering in desiccant year after year with FOR votes:

Steve Odland, General Mills, 2% influence

CEO of the conference board who put out pieces about governance regularly, including on the “pressures of directors on succession planning” and how “nearly all senior executives are calling for board refreshment”

Steve… is the irony not, like… a LITTLE obvious for a guy who’s been on the board of General Mills since the year the iPod Mini was launched? (21 year tenure)

Simon Lorne, Teledyne, 3.8% influence

79 years old, he joined the board the year Victor Wembanyama was born (21 years ago)

Ex Munger Tolles lawyer

Bill Grabe, Gartner, 8% influence

86 years old!, on the board since the same year Kurt Cobain married Courtney Love (32 years ago)

Ex IBM, chairs the Nom committee - which explains why the average tenure of directors at Gartner is 13 years - with five directors out of 11 at 15 or more years

When Steve Pagliuca joined the board 15 years ago, Grabe was 71 years young

Gartner is an expert network currently pushing AI expertise… from… an 86 year old… 

Bill Miller, Cummins, 9.9% influence

68 years old, on the board since the same year Bill & Ted’s Excellent Adventure was released (36 years) - and he definitely saw it, he was 32 at the time

Chairs Comp committee

President of the Wallace Foundation since 2011, previously on boards of mutual funds

Shouldn’t we NOT store our mummies in the comp committee?

VAMPIRES

Directors that perform under .250 for both earnings AND TSR with greater than 10 year tenure and over 75 years old

Ancient AND blood sucking

We lost some vampires last year to retirement and/or mergers, but don’t worry, we have 6 this year with only ONE repeat - here’s the top three:

Colm Barrington, 79 year old director at Willis Lease (US) and Fly Leasing (Ireland)

Wolfgang Porsche at VW and Porsche - the 82 year old has 20% influence and bats in the bottom quartile for both TSR and earnings - and the company is named after him

Po Chu U repeats - 99 year old woman who is dictator at Lai Sun Development in HK, her son is also on the board

I can’t be mad at a 99 year old woman, even if they provide no shareholder value and suck the blood out of their company

FRANKENSTEIN

Directors with <50% FOR votes in 2023, stayed on the board as a zombie, and got >50% FOR votes in 2024

Every good zombie movie ends with the zombies winning?

TG Therapeutics had 3 directors fail the vote last year to pass this year:

Daniel Hume: 58.9% FOR

Sagar Lonial: 54.1% FOR

Yann Echelard: 58.6% FOR

But my favorite this year…Veeva Systems’s Paul Sekhri

2024 vote: 48.8% FOR - voted OUT

“Mr. Sekhri tendered his conditional resignation as a director for consideration by the Nominating and Governance Committee (the “Committee”) of the Board of Directors of Veeva (the “Board”) and for the ultimate decision of the Board. The disinterested members of the Committee recommended, after due consideration, that the Board should not accept Mr. Sekhri’s tendered resignation.”

2025 vote: 94% FOR - everyone loves that guy!

That’s the Proxy Countdown for the week of November 3, 2025. 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

The silent female retreat

The not-so-secret power of the lead independent director

An aggressive activist atmosphere is heating up

A college professor in a bow tie gets voted out

And on the Big Vote, Matt talks Surveys

Trade Wire - BUY/SELL

Top Stories:

proxy countdown_trade wire_2025 - Google Sheets

Tracking Noteworthy 8-Ks since September 24th:

DIrector comings and goings:

Men added: 22

Men subtracted: 7

Women added: 6

Women subtracted: 5

Down to 2F:

Fannie Mae: Karin Kimbrough resigned

Down to 1F:

F&M BANK: Daphyne S. Thomas retired

Rocket Companies, Inc. (RKT): Jennifer Gilbert resigned; appointing Mr. Jay Bray to serve as a Class II director and Mr. Tagar Olson to serve as a Class I director

Pitney Bowes: Milena Alberti-Perez resigned (Julie Schoenfeld resigned in July)

Stupidities/Oddities:

IDEXX LABORATORIES INC /DE (IDXX)

elected Karen Peacock

Ms. Peacock will stand for election by stockholders as a Class I Director at the Company’s 2027

IonQ, Inc. (IONQ, IONQ-WT)

appointed John W. Raymond

General Raymond was appointed as a Class I director whose term will expire at the Company’s 2028 Annual Meeting of Stockholders

Rocket Companies, Inc. (RKT)

appointing Mr. Jay Bray to serve as a Class II director until 2028

Mr. Tagar Olson to serve as a Class I director until 2027

F&M BANK CORP: Daphyne S. Thomas: Upon reaching the mandatory retirement age, Ms. Thomas became an honorary director and will continue to function as such until she tenders her resignation to the board or until the board requests that she tender her resignation. Under Section 2.11 of the Bylaws, an honorary director may attend board meetings but is not entitled to vote.

NEOs

Disney: Sonia L. Coleman, the Company’s Senior Executive Vice President and Chief Human Resources Officer, changed title was to Senior Executive Vice President and Chief People Officer

increased Ms. Coleman’s annual base salary to $1,000,000; increased her target annual bonus opportunity to 175% of her base salary; and increased her target long-term equity incentive annual award value to 375% of her base salary

CEOs

COMCAST CORP: Michael J. Cavanagh will be appointed Co-CEO along with current CEO and Chair Brian Roberts, the son of Comcast founder Ralph Roberts

VERIZON COMMUNICATIONS: lead director Daniel H. Schulman succeeding Hans E. Vestberg

Money

Norfolk Southern: One-time cash retention to all NEOs

Mark R. George—$4,000,000; Jason A. Zampi—$2,250,000; John F. Orr—$3,000,000; Claude E. Elkins—$2,000,000; and Anil Bhatt—$2,000,000

Pepsi CFO Golden Hello: $9M

Strategy Inc: increase to the annual cap for the security program maintained for Michael J. Saylor, Executive Chairman/former CEO/co-founder, under which the Company covers certain security-related costs. Previously, the annual cap for this program was $1,400,000; effective in calendar year 2025, the cap will be increased to $2,000,000

Dell Technologies: one-time performance-based stock option award to COO Jeffrey Clarke valued at $132.4M

CSX CORP: appointed Stephen Angel as CEO; $10.1M golden hello

PROXY CAGE MATCH

Activist investors launched a record number of new campaigns in Q3, with 61 new campaigns, up sharply from 36 a year earlier.

Barclays’ new data show that activism is accelerating globally, with a 90% quarter-on-quarter increase in the U.S.

Year-to-date figures indicate nearly 191 campaigns targeting 178 companies, with activists securing 98 board seats and driving approximately 25 CEO departures thus far

Japanese game company GungHo Online Entertainment, has rejected a proposal from activist investors to dismiss its longtime CEO Kazuki Morishita

The proposal was put forward by Strategic Capital, a Tokyo-based investment fund which controls over 11% of GungHo’s voting rights.

During an extraordinary shareholders’ meeting held at its request on September 24, the activist pushed for: 1) the requirements for ousting an executive to be relaxed 2) for Morishita to be fired from his position as CEO.

While the first proposal was accepted, the attempt to remove Morishita failed, not gaining enough votes from majority shareholders. 

Irenic Capital Management, which owns about 2% of Workiva, wants board and governance changes:

Specifically, the hedge fund is urging the company to collapse its dual-class share structure, make all board members stand for election every year and add two newcomers, including Irenic executive Krishna Korupolu, to the board.

The hedge fund also expressed considerable concern about the company's governance, noting that five of its seven directors have served on the board since 2014.

Acadia Healthcare has appointed Todd Young as CFO, amid growing pressure from activist investors  Khrom Capital and Engine Capital — which together own more than 8% of the company

VOTE RESULTS TABLE 

Freedom Holding Corp. (FRHC)

0 SHP

classified; Philippe Vogeleer 99.2%

FEDEX CORP (FDX)

1 SHP: independent board chairman 43% yes

97% yes; Smith 10% NO

37% NO pay

PAUL S. WALSH (CHAIR) 94%

Silvia Davila 97%

Susan Patricia Griffith 98%

Amy B. Lane 99.5%

Susan C. Schwab 96%

GENERAL MILLS INC (GIS)

2 SHP

Regenerative Agriculture Practices Within Supply Chain 27% YES

Separate the Board Chair and CEO Roles 36% YES

avg 97% YES

RPM INTERNATIONAL (RPM)

0 SHP

99.7% YES Craig Morford; 9/12 up for election as company in process of declassification

CARPENTER TECHNOLOGY CORP (CRS)

0 SHP

Classified

at John Wiley & Sons:

54% said NO to Governance Committee Chair Brian Hemphill

The Board, upon recommendation of the Governance Committee, determined not to accept Mr. Hemphill’s resignation: “The Board concluded that the voting outcome reflected proxy advisory firm recommendations unrelated to Mr. Hemphill's individual performance or contributions. The Board determined that Mr. Hemphill's continued service is in the best interests of the Company and its shareholders”

THE BIG VOTE PICKS

DAMION

Upcoming Meetings September 29-

AGM Date

Company

SHPs #

Notes

10/13

MillerKnoll Inc

0

Classified: 3 dirs

10/14

Procter & Gamble

1

As You Sow: Plastic Packaging 23%

10/16

Medtronic

0

Irish

10/16

CACI International

0

no Say on Pay; 3 directors

Matt

SURVEY SEASON

Executives

PwC Board Effectiveness Survey - August 2025

All NEOs, ~500 of them

Biggest representation in tech/media (23%)

Mostly mid (35%) and large (26%) companies

Directors

PwC Annual Corporate Directors Survey - October 2025

More than 600 directors surveyed

Mostly mid cap (33%) and large cap (37%)

Mostly men (65%) - and no question about race/ethnicity

Mostly longer tenured (6+ years, 56%)

Asset Owners

Morningstar’s Voice of the Asset Owner Survey 2025 - October 2025

500 asset owners, 19tn in assets

Mostly EU and APAC, 20% US

Mostly 1-100bn in assets

SURVEYS SAY…

How important is voting out a director?

Executives: 93% of executives say at least one director should be replaced, 78% say 2 or more

Directors: 55% think AT LEAST ONE should be replaced, and 7% of directors - nearly 1 in 10 - think MORE THAN TWO directors

Investors: 35% said they voted - IN EITHER DIRECTION - at all

To put that in perspective, investor voter turnout is roughly equivalent to voter turnout in Syria (37%)

Are boards any good?

Executives: 35% of executives rate their boards as “excellent” or “good”

IT executives think their boards are the WORST - only 21% think they’re effective at all, and 40% think they’re straight up “Poor”

Directors: 68% of board Boards think they have an effective assessment process

Investors: only 35% of investors said board composition was material AT ALL, much less worrying about how effective those boards were

Are we culling directors that suck?

Executives: 50% of executives feel confident a board will remove an underperformer

Directors: 34% of directors think the chair/lead director is “very effective” in dealing with underperforming directors - the lowest of the options

Investors: Only 35% even VOTE, and the average vote for a director is 96% in favor - 0.2% of directors annually are voted out

Why aren’t we cutting directors exactly??

Executives: 57% said “Board leadership is unwilling to have difficult conversations with underperforming directors”, while 48% say “Individual director assessments are not performed”

This checks out - only 27% of directors said as part of the assessment process, they did individual assessments

ACTION ITEM: USE DATA TO DO INDIVIDUAL ASSESSMENTS

Directors: The main reason why they haven’t been replaced is “personal relationships with board members”

Investors: Only 35% even VOTE, but 52% do vote on shareholder resolutions - maybe if there was a shareholder resolution that said “do a report on individual director assessments, focusing on old, long tenured, underperforming directors”, they might actually approve a report on it since they won’t vote against a human?  

What makes a sucky director?

Executives: advanced age, overboarding, long tenure, and unprepared for meetings

When asked what a coaching a board chair should give underperforming directors: 36% say “not actively participating in discussions”, and 33% say dominating discussions

Directors: “does not meaningfully contribute to discussions” and “long tenure”

Investors: only 14% of asset owners find it “very useful” to do stewardship, which includes voting proxies, and 16% said they “don’t know” if it’s useful - the only time we see votes against consistently is for attendance and overboarding (like SUPER overboarding)

What’s the most important issue?

Executives: Executives are asking boards to spend more time… on ESG?  50%, the highest overall ask. What keeps them up at night is talent management (18%)

Directors: 34% said they plan on adding “industry expertise” - which suggests 1 in 3 boardrooms might have none?

Investors: Business ethics remains number 1, and is the TOP RANKED material issue of every issue they asked - 68% of asset owners agreed

What do boards need?

Executives: 37% said more education

Directors: 45% said more education

Investors: Not asked because they don’t care

Other fun survey tidbits…

Only 15% of executives think the board has sufficient gender/racial/ethnic diversity, while…

25% of directors thought they could improve the board by seeking “more diverse viewpoints”

Boards think - at a 94% plus rate - their interactions with management were very or somewhat effective, including “developing relationship with management outside of the boardroom”

So what do you do with this, investors?

Executives WANT YOU TO VOTE OUT DIRECTORS

Directors ALSO WANT YOU TO VOTE THEM OUT

ACTION: VOTE OUT DIRECTORS - find underperformers, long-tenured or over-aged directors and swap them - only directors care about “collegiality”, executives don’t care because they need diverse viewpoints

ACTION: Stop obsessing over shareholder proposals - they don’t matter nearly as much as you think they do investors

Directors themselves seem like they don’t have enough expertise on the industry where they’re a director, and investors are worried directors are in it for themselves (ethics) while executives need them to think about exogenous risk (ESG)

ACTION: It’s time to marry skills of directors to companies, looking for the exogenous long term risks facing an industry - use data to find them!

ACTION: Don’t ask about AI skills on the board, they have to manage ALL exogenous risks over the long term, AI among them - when you myopically focus on just one, you miss the next wave of risk