PROXY COUNTDOWN

2025-2026 PROXY SEASON COUNTDOWN: BETTING LINES

Jay Hoag as canary in the “investors REALLY don’t care about their directors” coal mine - what’s Hoag’s votes FOR this year?

Pursuant to the Company’s director resignation policy, the Nominating and Governance Committee (the “Nominating and Governance Committee”) of the Board considered Mr. Hoag’s offer of resignation and whether to recommend that the Board accept or reject the offer. Mr. Hoag did not participate in the Committee or the Board’s determination regarding his resignation. The Nominating and Governance Committee considered a variety of factors relative to the best interests of the Company and its stockholders, as more fully described below. The Nominating and Governance Committee recommended that the Board reject Mr. Hoag’s resignation offer.

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. Mr. Hoag will continue to serve on the Nominating and Governance Committee and as lead independent director of the Board until the Company’s 2026 Annual Meeting of Stockholders or until his earlier resignation or removal.

Attendance Record.

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. Mr. Hoag’s attendance rate was 97% in the five years prior to 2024. The Nominating and Governance Committee as well as the Board noted that despite his absence from certain meetings during 2024, Mr. Hoag remained engaged with the Company and Board activities by attending meetings with senior management, engaging in pre-Board meeting memos, and helping to set agenda topics for meetings. In addition, Mr. Hoag has committed to returning to his historic pattern of meeting attendance and continuing to be fully committed to the Board.

Line: 89% (-110 OVER / +105 UNDER; implied odds 52.4% over, 47.6% under)

Will a director be voted out in an uncontested election this year for a reason OUTSIDE of attendance 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?

LINE: -20000 NO / +50000 YES (implied odds: 99.5% chance of NO, 0.2% chance of YES; $100 wins either $0.0002 or $50,000)

Highest/lowest votes FOR a director in the US?

Highest: 99.94% (-115 OVER / +110 UNDER)

Lowest: 38.0% (+120 OVER / -115 UNDER)

How many directors will be added inside 30 days after the AGM this year?

54 US companies added 56 directors inside 30 days after the AGM in 2025 - that’s 56 times the shareholder democracy was subverted to create incumbents without elections.  The majority of the time it’s done through board expansion or done on classified boards - which makes it much worse, as directors can serve as many as 3 years before their FIRST election.  Was it a banner year?

LINE: 61 adds (-105 OVER / +102 UNDER)

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?

LINE: 28% (+200 OVER / -185 UNDER) - was 30% for US companies in 2024-5

Disney’s Mel Lagomasino vote total

Lagomasino was the target of Nelson Peltz’s “vote out” campaign - and ISS sided with Peltz at the time

2023: 92% YES

2024: 63% YES

2025: 98% YES

2026?: 92% (OVER -200 / UNDER +175)

Will any shareholders remember that ISS suggested WITHHOLD on Brookdale Senior Living director Lee Wielansky?

ISS Recommends “Withhold” votes on long tenured Brookdale Senior Living directors Lee Wielansky, Chair of the Investment Committee, and Victoria Freed, Chair of the Nominating and Governance Committee: “Given the tenure and positions of Wielansky and Freed, they are arguably the most culpable among incumbent directors for the current state of affairs.”

2024: Wielansky (99.6% YES) and Freed (98.8% YES)

2025: Wielansky (61.5% YES) and Freed (63.0% YES)

2026?: 

Wielansky 98% (+110 OVER / -105 UNDER)

Freed 97% (-105 OVER / +105 UNDER)

Musk’s pay package

What’s the final vote for Musk’s NEW pay package - not the one they robbed employees to pay him to make up for his compromised initial pay package - the EXTRA trillion they want to give him to keep him motivated, because $1.7tn isn’t enough to keep someone motivated, he wants $2.7tn… and frankly, who gets out of bed for less than $700bn anymore?

2018: 73% (look how well that turned out for America!)

2025?: 84% (-190 UNDER / +200 OVER)

Damion line: 73%

Over / under and highest number of shareholder proposals?

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

Alphabet: 8 (+110 OVER / -115 UNDER), +350 for most SHPs (last year: 13, 1st)

Meta: 5 (-115 OVER / +125 UNDER); +450 for most (last year: 9, 2nd)

Amazon: 9 (+120 OVER / -150 UNDER); +300 for most (last year: 8, 3rd)

Walmart: 4 (-110 OVER / +105 UNDER); +600 for most

Apple: 6 (-110 OVER / +105 UNDER); +700 for most

Disney: 9 (-110 OVER / +105 UNDER); +325 for most

JPMorgan: 7 (-110 OVER / +105 UNDER); +400 for most

Exxon: 1 (+150 OVER / -200 UNDER); +2000 for most

Starbucks: 3 (-110 OVER / +105 UNDER); +900 for most

Chevron: 4 (-110 OVER / +105 UNDER); +1200 for most

Pfizer: 1 (-110 OVER / +105 UNDER); +1500 for most

Winningest proponents

Last year, the average vote getting by proponent was as follows:

Activists: 23%

Anti woke: 2.2%

AOs / Pensions: 11.9%

Woke: 10%

Governance: 29%

Religious: 10.3%

Who you got for averages this year?

Activists: 29% (-110 OVER / +105 UNDER);

Anti woke: 3% (-110 OVER / +105 UNDER);

AOs / Pensions: 9% (-110 OVER / +105 UNDER);

Woke: 7% (-110 OVER / +105 UNDER);

Governance: 40% (-110 OVER / +105 UNDER);

Religious: 10% (-110 OVER / +105 UNDER);

John Cheveddan total shareholder proposals

2025: 27

2026?: 32 (+175 OVER / -150 UNDER)

Number of non governance shareholder proposals that will WIN (defined as >50% votes in favor)?

2025: 0

2026?: 1 (+4500 OVER / -3300 UNDER; implied odds 2.2% OVER, 97% UNDER)

Tesla proxy breakdown, plus director adds and U-Haul’s "do you like us, check yes or no”

This is Proxy Countdown. Welcome to the big show for the week of July 7, 2025 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown, our wrapup of the 2025 proxy season:

Our top theories, including:

The Fortune 500’s quiet rejection of having a minimum of three women on the board

And companies who sidestep the alternative democracy by appointing directors less than a month after their annual shareholders meeting

Highlights from the proxy cage match season, including:

Shareholders suddenly paying attention when an activist comes knocking

And the quirky battles between ISS and Glass Lewis

A look back at trends from the meeting votes, including illogical shareholder voting patterns and directors still don’t matter

And finally, on the Big Vote, Matt takes a deeper look at the 2025 proxy season data

Trade Wire - BUY/SELL

Top Theories:

Absurd Golden Hellos:

CFO Turnover craziness

Fortive Corporation’s new CFO Mark Okerstrom will receive a golden hello package consisting of a one-time sign-on cash award in the amount of $2.5M and a one-time sign-on equity award with a target value of $10M

State Street’s new CFO John Woods gets a one-time cash payment of $1M and then One-time buy-out awards consisting of $3M cash and $12M equity.

New MongoDB CFO Michael Berry will get two equity grants: a new hire grant worth $9M and a sign-on bonus grant worth $3M. It’s cute how they each have their own name.

Peggy Alford, eBay’s new CFO gets $14M in new hire equity along with about $7M in one-time equity make-good payment equity Again, thanks for naming complicated stuff eBay

Likewise, Western Digital’s new CFO Kris Sennesael starts with $2M cash; $10M equity

Zscaler’s new CFO, Kevin Rubin, starts with a golden hello equity award of $23M, consisting of restricted stock, performance stock, and options. Not bad for a guy who lasted only 11 months at his last role as CFO at BetterUp

Newly hired Roblox CFO Naveen Chopra gets $6M in cash, $28M in equity, $15,000 per month through August 31, 2026 for temporary housing, and $900K for relocation expenses.

Corpay’s new CFO Peter Walker gets $8.3M in equity and relocation expenses despite bailing on his last job at Instructure in less than two years. Is this like marrying the guy who was cheating on his wife when you started dating him?

Ciena Corporation’s new CFO Marc D. Graff will get $2M in cash and $10.5M in time-vesting equity.

While Arista Networks’ new COO Todd Nightingale is welcomed with $32M in equity, $30M of which vest simply over time without any performance-based conditions: an amount which is 92 times greater than his base salary.

The new CFO at Pure Storage, Tarek Robbiati, who lasted as CEO of RingCentral for only 5 months and has not held a full-time executive position since 2023, will get about $30M in equity awards, more than third of which will vest simply over time without performance-based conditions.

Director golden hellos

MicroStrategy will now grant new directors a golden hello package consisting of $2M in equity. Nothing spells independence like a $2 million handshake.

Also waiting 19 days was MicroStrategy, who 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. Peter joins a board with only one woman so let’s hope he’s comfortable in a men’s locker room.

Palo Alto Networks has appointed 2 new directors: Helle Thorning-Schmidt and Ralph Hamers. They will each receive a golden hello equity grant worth $1M. In addition, Palo Alto directors receive about $400,000 in annual pay. Compensation amounts such as these immediately call into question whether the new directors will be able to provide effective and independent oversight of management.

CEOs

At Fiserv, the golden hello package for new CEO Michael Lyons consists of a replacement equity award valued at roughly $28M and a cash payment of $11,665,108.57. It’s so specific it almost hurts my heart.

Skyworks Solutions’ new CEO Philip Brace, who is replacing Liam Griffin, will be welcomed with $30M in performance shares and $300,000 for relocation expenses. The relocation expenses alone represent a CEO pay ratio of 9:1 while the golden hello bonus of $30 million is 924 times greater than the median worker’s compensation. Let the power trip begin!

And Gerrit Kazmaier, the new President, Product and Technology of Workday, will receive a welcome duffle bag full of $1M cash and $30M equity.

Crown Castle announced that Dan Schlanger will become interim CEO after the termination of CEO Steven Moskowitz. Dan tried to retire a few months ago but the company is throwing almost $10M to stay as interim CEO: including a monthly stipend of $100,000 and over $9M in equity.

While The Kroger Co. has still not divulged why it fired longtime CEO and Chair Rodney McMullen, other than unhelpfully labeling his dismissal due to foul “personal conduct,” we now how expensive interim CEO and Chair Ronald Sargent will be: he will receive an annual base salary of $4,350,000, annualized for the duration of his service, and a stock grant valued at roughly $4M that will fully vest in one year.

At Intel, new CEO Lip-Bu Tan has a bizarre golden hello package which could be worth as much as $400M if he hits all his performance targets. In addition, Tan will have to personally invest $25 million of his own money in the stock during his first 30 days on the job, and hold it for the next five years, meaning he could potentially lose money if he sucks at his job. 

Insulet’s new CEO, Ashley McEvoy gets $15M in equity while the former CEO, James Hollingshead, walks away with $8.3M, including outplacement services of $25,000 and a $500 per hour consulting fee for 60 days. So if you see James hanging around a lot in the next few months I think you know why. Not bad for a dude who was CEO for nearly 3 years.

UnitedHealth Group CEO Sir Andrew Witty has resigned six months after UnitedHealthcare CEO Brian Thompson was murdered in New York City. In his place, former CEO and current Executive Chair Steve Hemsley will boomerang back into a role he originally vacated in 2017.

Steve will receive a golden hello again consisting of a one-time $60M option award. While the company claims there will be no additional annual equity awards during the first three years of Steve’s employment, there are no performance hurdles tied to this award meaning Steve could make a boatload of cash even if the stock market goes up independent of his work as CEO.

New Entegris CEO David Reeder starts with $410K cash/$11M equity, before even making a single decision other than “yes, I’ll take the job.”

Bath & Body Works has a new CEO, Daniel Heaf, who will replace Gina Boswell. The total bill to shareholders is more than $17M: a golden hello of $5M and a golden parachute of $12M

And at Omnicom Group, Chair and CEO John Wren is giving up his $1M annual salary in order to get a massive pile of 4M options without performance-based conditions. This means that if the company can get back to its share price from only 6 months ago the CEO will have managed to make $120M.

New FactSet Research Systems CEO Sanoke Viswanathan enters with a golden hello package consisting of a $22M option award to be granted in the fall of 2025 and an immediate make-whole award in the form of a $13M cash and $36M equity.

The new interim CEO at Hormel Foods is former CEO Jeffrey Ettinger. For 15 months of service to provide cover for poor succession planning he will get a salary of $1.2M, a target short-term award equal to $2M, a one-time equity grant of $7.2M, and 10 full weeks of paid vacation.

Retention awards

Goldman Sachs CEO/Chair David Solomon and COO John Waldron each received retention grants worth $80M just to keep… um… doing their jobs. $39M wasn’t enough for DJ D-Sol I guess, vinyl is expensive.

Chief Information and Digital Officer Thomas Peck, Jr. is getting a one-time equity award of $1.5M at Sysco Corporation to focus him on the successful implementation of a significant, multi-year technology initiative.

CEO Gavin D.K. Hattersley is stepping down at Molson Coors Beverage Company. The other Named Executive Officers will receive over $6M in retention equity awards NOT to quit, CFO Tracey Joubert will get $4M.

And MGM Resorts CEO William Hornbuckle gets a special one-time cash bonus of $8M merely for continuing to do his job as he signs a new employment agreement.

CBRE Group’s COO Vikram Kohli received a one-time cash retention bonus of $1.45 million for not quitting. If the Company terminates Mr. Kohli without Cause or he resigns for Good Reason, there is no obligation to repay the Retention Bonus.

On May 21st, about a month after its 2025 proxy statement, Thermo Fisher Scientific announced a $60M retention equity award for CEO Marc Caspar “to secure his continued leadership through at least May 2030.”

On that same day, shareholders resoundingly rejected Thermo Fisher’s Say on Pay proposal: 65% NO

Pay Committee chair Dion Weisler (13% NO), R. Alexandra Keith (2% NO), James Mullen (2% NO), Scott Sperling (6% NO)

Named executive officers at Capital One Financial get a total $43M in time-based equity “in recognition of their ongoing and anticipated work relating to the integration of the Discover business with Capital One,” including a whopping $30M for CEO and Chair Richard D. Fairbank

Somnigroup International has renewed the contract of CEO and Chair Scott L. Thompson. As a result, he gets a $10M cash transaction bonus for the company's acquisition of Mattress Firm and 1.2M stock options valued currently at about $22M.

Flex CEO Revathi Advaithi gets a one-time supplemental equity award valued at $25M if the Company’s relative total shareholder return (“rTSR”) over a three-year period is below the 25th percentile, $50M if the Company’s relative total shareholder return over a three-year period is below the median, and $62.5M if the Company’s relative total shareholder return over a three-year period is at or above the median.

Howmet Aerospace has renewed the contract of its CEO and Chair, John C. Plant, as such, John will get a special retention award of restricted stock units valued at $45M.

Starbucks named executive officers are getting a surprise July 4th “Back to Starbucks” bonus for staying at their jobs. The equity award is worth $6M if an operating expense reduction is met and up to $12M for the achievement of the easiest set of goals known to humankind: (i) the rollout of the Company’s Green Apron Service program, (ii) coffeehouse uplifts, (iii) new food and beverage platforms, and (iv) a reimagined Starbucks Rewards program.

Down to 2F

Meg Crofton is stepping down at HCA Healthcare, meaning the board will have only two women with a total of 3% influence.

Suzanne Nimocks will be leaving the board of Ovintiv. The Ovinitiv board is now down to only two women with a total of 12% influence

And after two decades of board service with only 3% of influence, Diana Cantor is out at Domino’s Pizza, which means the Domino’s board is also down to only two women with a total of 8% influence.

Tina Hunt leaving the Veeva Systems board: Down to 2F with 7% total influence.

Likewise at Emerson Electric: Director Leticia Gonçalves Lourenco tendered her resignation Down to 2F with 7% total influence

Laela Sturdy steps down at UiPath, leaving only two women on the board with a combined influence of 2%.

The ‘Down to 2F’ trend continues: Nancy Tellem stepping down at Rocket Companies

Keeping 2F

Nutanix is comfortable with only two women as they replace retiring David Humphrey with Eric Brandt. With Eric, they now have two board members who were executives at Broadcom, a second director who also has experience being CFO, and a guy that already serves on four other publicly-traded companies so he understands how to schedule board meetings.

Likewise at Qorvo, Peter Feld joins a board with only two women. Peter represents the second director at Qorvo with experience at Marvell Technology

At Live Nation Entertainment Trump administration toady Richard Grenell joins a 2-women Board; just this morning the new Live nation Entertainment director tweeted: “Left wing violence is out of control from Palm Springs, CA to Washington, DC. Leaders on the Left must speak up now. We all must focus on this growing Left wing violence problem.” Grenell is miraculously the acting president of the Kennedy Center for the Performing Arts despite no background in anything resembling “the Arts.”

Director Brian Ruder has stepped down from the board of Informatica. Despite the fact there are only two female directors with a total of 9% influence, Informatica immediately appointed another man to the board: Alex Vander Linde, who will serve as a Class III director, meaning shareholders won’t be allowed to have a say on his appointment until the annual meeting of stockholders to be held in 2027

In honor of our fake meritocracy and very real anti-DEI business climate, American Financial Group is expanding its sausage party to 11 dudes and only 2 women as Craig Lindner Jr. and David L. Thompson Jr. are added to the board.

In true meritocratic bullshit, the press release states that “There are no arrangements or understandings between Mr. Lindner or Mr. Thompson and any other person pursuant to which Mr. Lindner or Mr. Thompson were elected as Directors of the Company” but it fails to mention that Craig Jr. is the son of the co-CEO and the nephew of the other co-CEO. Whatever, dude!

Affirm Holdings, however, is keeping the board at two women and ignoring the problem by replacing retiring director Keith Rabois with Richard Galanti, keeping its board below the accepted minimum threshold of three women on the board.

Thomas Frist, III is stepping down at VeriSign, a board with only two women. Will they take this opportunity to replace him with a woman?

Same thing at Nutanix where Brian Stevens just stepped down on a board with only two women

And at Live Nation Entertainment where Greg Maffei’s 33% influence just left the board.

Circumventing the Alternative democracy

22 days after the company’s annual meeting where shareholders vote on the election of directors, Uber Technologies appointed Nikesh Arora to the Board and then immediately appointed him to serve on the Nominating and Compensation Committees alongside board chair Ron Sugar.

International Flavors & Fragrances adds Virginia Drosos to the board as well as to 3 board committees only one month after their annual meeting in May

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

And American Water Works Company didn’t even wait a month before increasing the size of the Board to nine members and appointing Raffiq Nathoo to the board and to the Audit, Finance and Risk Committee and the Safety, Environmental, Technology and Operations Committee of the Board.

Pitney Bowes has cleverly circumnavigated shareholder approval as it appointed Brent Rosenthal to its Board only a month after its annual meeting in May.

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

Similarly, PayPal appointed Deirdre Stanley to its board 19 days after its annual meeting.

Also waiting 19 days was MicroStrategy, who 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. Peter joins a board with only one woman so let’s hope he’s comfortable in a men’s locker room.

PROXY CAGE MATCH

Activist sway:

At The Walt Disney Company, shareholders have decided that everything is good again now that Nelson Peltz has left the building:

Maria Elena Lagomasino

2025: 98% YES

2024: 63% YES

2023: 92% YES

Michael B.G. Froman

2025: 99% YES

2024: 87% YES

2023: 96% YES

Say on Pay

2025: 89% YES

2024: 78% YES

2023: 88% YES

ISS Recommends “Withhold” votes on long tenured Brookdale Senior Living directors Lee Wielansky, Chair of the Investment Committee, and Victoria Freed, Chair of the Nominating and Governance Committee:

“Given the tenure and positions of Wielansky and Freed, they are arguably the most culpable among incumbent directors for the current state of affairs.”

2024 vote: Wielansky (99.6% YES) and Freed (98.8% YES)

ISS Supports Compelling Case for Change to AstroNova Board of Directors

ISS finds “change at the Board level is warranted to improve independence and oversight”

2024 vote: 97% YES for entire board last year

ISS advised investors to vote against the re-election of Shari Redstone to the Paramount Global board, citing concerns over the company's governance and executive pay structure. They also recommended a vote against directors Barbara Byrne, Linda Griego, and Susan Schuman.

2024 vote: Against: 2.4%; Abstain: 12.1%

ISS vs Glass Lewis

We have a fun twist at the proxy cage match between Harley Davidson and H Partners, who are 9% shareholders and have started a withhold vote campaign against long-tenured directors Jochen Zeitz, Thomas Linebarger, and Sara Levinson: Glass Lewis says “withhold” but ISS says “support”?

Through lackluster reasoning based on hunches and not performance analytics, ISS revealed, without satire, that "[T]here are compelling reasons to believe that as a group [the targeted directors] still have a perspective that can be valuable” and, in discussing the candidacy of departing CEO Jochen Zeitz: “[I]t appears that his time in the role has been more positive than negative, which makes it hard to argue that his vote on a successor is worthless.”

Penn Entertainment shareholders are getting conflicting messages from ISS and Glass Lewis on how to vote on activist investor HG Vora’s three dissident nominees: [Carlos Ruisanchez, Johnny Hartnett, and William Clifford to Penn’s board].

ISS and HG Vora are saying YES to all three while Penn and Glass Lewis are saying NO to former Penn CFO William Clifford (2001-2014).

Penn is also saying they shrunk their board from nine to eight directors so don’t even bother trying: it sounds like the courts will decide this one because Clifford is running unopposed and will certainly be getting at least one vote, which makes him the hypothetical winner for the ninth chair.

ISS said: “The board lacks an adequate level of direct gaming industry experience. It appears that this deficiency has hampered the board’s ability to effectively oversee management during the push into interactive … There is little evidence that the board has been able to hold management accountable, which suggests that a director who is not afraid to share a contrarian viewpoint may be a valuable addition.”

Glass Lewis said: “We believe certain aspects of Clifford’s profile may overlap with existing or anticipated members of the board … The board’s assertion that his background is not sufficiently differentiated — and its unanimous decision not to support him despite backing two other dissident nominees — raises questions as to whether he would bring distinctive value at this time.”

Penn said: during Clifford’s time as CFO he argued against the introduction of a loyalty program, which later became a lucrative addition to Penn’s business. And that “during his interviews with PENN’s Nominating and Corporate Governance Committee, Mr. Clifford demonstrated antiquated views of a rapidly changing industry, and the same posture of resistance to exploring value-generating solutions.” 

The big Proxy Cage Match is between Phillips 66 and Elliott Investment Management. In a nutshell, Elliott has nominated four directors, wants to split the CEO-chair role, and mandate annual director elections.

This week three proxy advisors who represent over 70% of  institutional votes weighed in on the May 21 meeting:

ISS and Egan Jones are saying YES to all 4 Elliot nominees: Brian Coffman, Sigmund Cornelius, Michael Heim and Stacy Nieuwoudt.

ISS said the nominees would dismantle Phillips 66’s “culture of complacency” and that Phillips CEO Mark Lashier’s dual role as chairman represents a “disconnect from shareholders.”

Glass Lewis, on the other hand, is saying yes to the men but not the woman: Stacy Nieuwoudt, a former senior energy and industrials analyst at Citadel

VOTE RESULTS TABLE 

Here are the highlights from 522 large-cap annual meetings since May:

315 total SHPs: but from only 188 companies, meaning 334 meetings had zero SHPs

132 at 29 companies: 183 at 392

Only 25 SHP victories 

Only 33 “wins” overall:

Say on Pay

Molina Healthcare: 59% NO

Otis Worldwide: 61% NO

Simon Property Group: 53% NO

THERMO FISHER SCIENTIFIC: 65% NO

Warner Bros. Discovery, Inc. (60% NO)

A combination of financial underperformance and ludicrously annual increases in CEO pay undid David Zaslav’s $52M pay package (up from $39M just two years ago)

Viridian Therapeutics: 51% NO increase equity plan by 8M shares

Simple Majority vote (12 wins)

Boston Scientific: 95% YES

Duke Energy: 98% YES

Entegris: 89% YES

ICU Medical: (85% YES)

Albemarle: (68% YES)

Choice Hotels International: 97% YES

Alexandria Real Estate Equities: 84% YES

Celanese: 64% YES

Skyworks Solutions: 98% YES

EPAM Systems (52% YES)

MARKEL GROUP INC. (71% YES)

HUBSPOT INC (51%)

Shareholders ability to call a special meeting

Molina Healthcare: 69% YES

Revvity: 65% YES

CMS Energy: 70% YES

LKQ Corp: (83% YES)

US Foods Holding Corp. (86% YES)

Teledyne Technologies: 59% YES

MONOLITHIC POWER SYSTEMS: 58% YES 

Transparency in Political Spending (Chevveden)

Teradyne: (51% YES)

Cboe Global Markets: (56% YES)

Act by Written Consent

CDW Corp (51% YES)

Declassification

Charles Schwab: John Chevedden, on behalf of James McRitchie (84% YES)

Phillips 66: MGMT Proposal: declassification 97% YES

Fidelity National Financial: elect each director annually 93% YES

Idexx Laboratories: Annual Election of Directors (92% YES); no recommendation from board

Builders FirstSource: MGMT Proposal: Remove Limits on the Size of our Board of Directors 63% NO

80 “moral” victories (over 30%): 

Say on Pay

Ally Financial: 37% NO

Albemarle: 31% NO

S&P Global: 31% NO

EBAY Equity Incentive Award Plan 45% NO

O-I Glass: 34% NO

Las Vegas Sands: 38% NO

Akamai Technologies: Stock Incentive Plan 41% NO

AIG: 35% NO

Diana M. Murphy 21% NO; Linda Mills 26% NO; James (Jimmy) Dunne III (~20% NO)

BlackRock: 33% NO

CVS Health: 41% NO

DigitalBridge Group, Inc. (33% NO)

DOCUSIGN, INC. (44% NO)

Carlyle Group Inc. (30% NO)

AXON ENTERPRISE, INC. (33% NO)

Arista Networks, Inc. (38% NO)

UNITEDHEALTH GROUP INC (40% NO)

ANTERO RESOURCES Corp (30% NO)

DEVON ENERGY CORP/DE (35% NO)

PayPal Holdings, Inc. (34% NO Equity Incentive Plan)

Chipotle Mexican Grill: 45% NO on Pay

CORPAY: 47% NO on Pay

COSTAR GROUP: 46% NO Pay

Truist: 41% NO

Citizens Financial Group: 41% NO

Lattice Semiconductor: 44% NO

Pfizer: 47% NO

Goldman Sachs: 34% NO

EQUINIX INC 40% NO to issue 3.3M shares

Shareholder approval on excessive golden parachutes

Adobe: 47% YES

Citigroup: 32% YES

Intuitive Surgical: 44% YES

Illinois Tool Works: (33% YES)

CF Industries Holdings: (44% YES)

Capital One Financial: (44% YES)

Lockheed Martin: (41% YES)

T Price Rowe: (37% YES)

Vertex Pharmaceuticals: 37% YES

TRAVELERS COMPANIES (42% YES)

Simple Majority vote

Marathon Petroleum: 48% YES

WEC Energy Group: (41 % YES)

AbbVie: (49% YES)

Medspace Holdings: 31% NO

SOUTHERN CO (45% YES)

Shareholders ability to call a special meeting

IQVIA Holdings: 43% YES

Paccar: 32% YES

Prologis: (44% YES)

NVR: (30% YES)

NiSource: (35% YES)

Xylem: 46% YES

NETFLIX: 42% YES

HARTFORD INSURANCE GROUP (40% YES)

Booking Holdings Inc. (49% YES)

EBAY 49% YES

PayPal (44% YES)

DEVON ENERGY (8% YES)

Independent board chair

Dover: 37% YES

Eastman Chemical: 30% YES

Prudential Financial: (35% YES)

Gilead Sciences: (36% YES)

JPMORGAN CHASE (37% YES)

Colgate-Palmolive: 30% YES

Cummins: 41% YES

Marvell Technology: 38% YES

CORPAY:  39% YES

Fortinet: 42% YES

political contributions

Otis Worldwide: 40% YES

COSTAR GROUP: 33% YES

Cadence Design Systems: (44% YES)

Act by written consent

EQUINIX INC (35% YES); also 40% NO to issue 3.3M shares

CVS Health: 43% YES

DELTA AIR LINES: 42% YES

ANSYS: 41% YES

EQUINIX INC 35% YES

Intel: 31% YES

Equal shareholder voting 31% YES

Alphabet: 31% YES

96.1% of Class B shares (10 votes) held by Larry Page/Sergey Brin/Eric Schmidt/John Doerr=57.3% voting power; 73% on non-class B voted YES

United Parcel Service: reduce the voting power of UPS class A stock from 10 votes per share to one vote per share (38% YES)

Other

Baxter International: executives retaining significant stock (37% YES)

Don’t see this one too often: John Chevveden: a policy requiring the 5 Baxter named executive officers to retain a significant percentage of stock until reaching normal retirement age

Gilead Sciences: requesting a comprehensive human rights policy and human rights due diligence process (36% YES); Sisters of Mercy of the Americas; how? Pope love?

Fidelity National Financial: (MGMT Prop) redomestication of the Company from the State of Delaware to the State of Nevada 34% NO

BJ's Wholesale Club: GHG emissions reduction 30% YES: Trillium ESG

First SHP since its 2018 IPO

Annual director resignations: Phillips 66 (33% YES)

The shareholder disconnects:

Goldman Sachs: 34% NO on Pay; all directors at least 92%

Truist: Say on Pay 41% NO; all directors over 90%

Citizens Financial Group: Say on Pay 41% NO; all directors over 92%

Lattice Semiconductor: 44% NO on Pay; highest NO director Lederer (11%); all else at least 97%

Pfizer: 47% NO on Pay; lowest director Echevarria (11% NO); all others at least 91%

Molina Healthcare: 59% NO on Pay; lowest director 16% NO Wolf

Stanley Black & Decker: 21% NO on Pay; all directors at least 96%

International Flavors & Fragrances: 15% NO on Pay, lowest director 94% YES

Ally Financial: 37% NO on Pay, lowest director (Fennebresque) 90% YES, all others 95% or higher

Valero Energy: 25% NO on Pay; all directors over 92%

GE: 29% NO on Pay; all directors over 92%

Intel: 28% NO on Pay; lowest director (Sanghi) 88% YES, all others 90% or higher

Albemarle: 31% NO on Pay; all directors at least 94%

S&P Global: 31% NO on Pay; all directors at least 95% YES

Otis Worldwide: 61% NO on Pay; lowest director 93% YES/98% average YES

Alexandria Real Estate Equities: 27% NO on Pay; lowest director 91% YES

Las Vegas Sands: 38% NO on Pay; 6 of 9 directors between 10% and 18% NO

BlackRock: 33% NO on Pay; lowest 2 directors 92% and 96%

Motorola Solutions: 20% NO on Pay; lowest director 92% YES

CVS Health: 41% NO on Pay; lowest director 91% YES (97% average YES)

THERMO FISHER SCIENTIFIC Weisler 13% NO; 96% Average: Pay 65% NO

AMAZON COM: lowest 94% 22% NO Pay

UNITEDHEALTH GROUP INC (40% NO on Pay):

Flynn 13% NO; Noseworthy 14% NO

board average 6% NO

Hemsley 7% NO 

Carlyle Group Inc. (30% NO on Pay) but lowest director 94% YES

Warner Bros. Discovery, Inc. (60% NO on Pay) but only two directors with low votes: Anthony J. Noto 29% NO; Pay Committee Chair Paul A. Gould 13% NO

DEVON ENERGY: lowest NO 6% Mosbacher; 35% NO on Pay

Chipotle Mexican Grill: lowest director 4% NO Fili-Krushel & 45% NO on Pay

“One-time retention awards” on August 2024 after Brian Niccols left: $38M aggregate to NEOs

COSTAR GROUP: Musslewhite 4% NO (lowest NO); 46% NO Pay

IonQ: classified; 19% NO Singh; 36% NO on Pay; no Pay Committee members up for vote

The directors : ~30 over 30%

CME Group: Nominating Committee Chair Phyllis Lockett (41% NO)

Expeditors International of Washington: James M. DuBois (30% NO), Brandon S. Pedersen (36% NO), Olivia D. Polius (29% NO)

Ares Capital: Kelly (29% NO); Siegel (32% NO)

WEX: James (Jim) Neary 31% NO; Melissa Smith 33% NO; Jack VanWoerkom 41% NO

Enphase Energy: Thurman John Rodgers 61% NO (classified board)

“The Company believes this outcome was primarily due to certain stockholders’ concerns regarding his service on two additional public company boards, in addition to his role as a public company executive officer. While Mr. Rodgers complies with the overboarding policies of a leading independent proxy advisory firm, some institutional stockholders and the other leading advisory firm apply more restrictive proxy voting guidelines on that issue.”

(Gomo also on two boards)

Related party Transactions with Complete Solaria, where Rodgers is CEO

Was CEO/Chair at Rodgers Silicon Valley Acquisition Corp., a SPAC that successfully completed a business combination with Enovix Corporation in July 2021, where he continues to serve as the Chair

Other directors who also served on the SPAC’s board” Steven Gomo and Joseph Malchow

Chair of Pay Committee; member of Nomination Committee

Owns 1.5% shares

Haverty Furniture: 42% NO G. Thomas Hough

Universal Health Services: Maria Singer (49% NO; Class B & D)

Teleflex: All directors between 28% and 36% NO; (Say on Pay 27% NO)

Simon Property Group: Glyn F. Aeppel (37% NO); Larry C. Glasscock (30% NO); Gary M. Rodkin (27% NO); Peggy Fang Roe (27% NO); (Say on Pay 53% NO)

Arista Networks, Inc. (Yvonne Wassenaar 25% NO; Daniel Scheinman 32% NO; Charles Giancarlo 34% NO)

FTAI Infrastructure Inc. (Judith A. Hannaway 36% NO (classified))

DOCUSIGN, INC. (Blake J. Irving 42% NO (classified))

NETFLIX: 78% NO Jay Hoag

Failed attendance

CG Oncology: 44% NO James J. Mulé (classified)

ANTERO RESOURCES: 30% NO Benjamin A. Hardesty; 24% NO Robert J. Clark (classified)

Pure Storage: 64% NO Scott Dietzen; 21% NO Charles Giancarlo; John Murphy & Greg Tomb 18% NO (classified)

Dietzen Vice Chairman and Former CEO (2010-2017) and on Nomination and Risk Committees; referred to as "Independent"

Alphabet: Larry Page 19% NO (44% NO)

Page/Brin 52% Voting Power 

Core & Main: Gipson 35% NO (classified)

VEEVA SYSTEMS: Carges 20% NO; Ritter 38% NO; Wallach 40% NO

Vertiv Holdings

Joseph van Dokkum 46% NO

chairman of the Nominating Committee: 1 woman; 9 men

Jacob Kotzubei 54% NO

Mr. Kotzubei attended 50% of the aggregate meetings of the Board of Directors and was not able to attend the balance due to last minute emergencies and other extenuating circumstances

CrowdStrike Holdings: Cary J. Davis 34% NO; Laura J. Schumacher 38% NO (classified)              

Winners

Robinhood Markets: John Hegeman 99.94% YES

Dell Technologies: David Grain 99.93% YES

Reddit: Sarah Farrell 99.93%

The oddities:

At the old man’s club, there were 7 SHPs at Berkshire Hathaway, but of course the company refused to name them in their 8-k filing announcing the meeting’s vote results–why honor shareholders when your whole pretend game is to honor shareholders?--on top of that, support for all 7 proposals ranged from 0.7% and 3.5%. Despite such low support, there were actually 5 directors (Burke, Chenault, Decker, Guyman, Murphy, Jr): an unusually high in this voting climate at the world’s most beloved equity.

Coca-Cola : the National Center for Public Policy Research, asked for the creation of an Improper Influence Board Committee, which is basically a board-level committee to fight off anything to do with the climate, black people, women, and human rights. That feels even weirder than non-sugar sweeteners. (less than 1% YES)

COMCAST: CEO pay ratio factor 4% YES

Draftkings: board matrix disclosure 4% YES: The Comptroller of the City of New York

The Board believes that adopting the shareholder proposal would not be in the best interests of the Company or its shareholders and further believes that the Company’s existing skills and diversity disclosure and practices as to Board composition and recruitment achieve the objectives of the proposal.

the Board acts as a collective body, representing the interests of all shareholders. While individual directors leverage their experience and knowledge, we believe that Board decisions should reflect the collective wisdom of the group. Our disclosures are focused on emphasizing the collective strength of our Board.

We believe Ms. Mosley is qualified to serve on our Board due, among other things, to her extensive investment experience and background, including her experience serving as a member of the boards and committees of several large U.S. public companies.

CHARLES RIVER LABORATORIES INTERNATIONAL: report on non-human primates: PETA (8% YES) vs. TENET HEALTHCARE : strategies and programs for improving maternal health outcomes (5% YES): The New York State Common Retirement Fund

ServiceNow: right to cure purported nomination defects 3% YES: James McRitchie

When reviewing one corporation’s advance notice bylaw, a Delaware judge noted that disclosures required of a nominating stockholder “would choke a horse.”

Cigarettes:

Wynn Resorts: report on the potential cost savings through the adoption of a smokefree policy for the Company’s properties. I just like this. Imagine how annoying it is cleaning those yellow-stained walls in the room 1537. (9% YES)

KROGER: discarded cigarette pollution 9% YES: Sister of St. Francis of Philadelphia

Classicist Jing Zhao:

At Intuitive Surgical, he’s asking the board “to improve the executive compensation program” by actually considering the CEO Pay Ratio (5% YES). He claims that “Aristotle demonstrated that in a stable community, the ratio of the rich citizen’s land to the poor citizen’s land should not be over 5 to 1.” I’m a believer.

And at Bank of America, he requested the nomination of more director candidates than board seats (2%). Another no-brainer.

JUNIPER NETWORKS: list more candidates than the number of directors to be elected 3% YES: Jing Zhao: “One of the core problems of corporate governance is that American corporate boards are not democratically elected”

Auditor dissent?!

Edwards Lifesciences: 12% NO on Pay; 10% NO on Auditor

Ecoloab: 11% NO on Pay; 13% NO on Auditor

Service Corp International: 12% NO on Pay; 12% NO on Auditor

Idex Corp: 13% NO on Pay; 13% NO on Auditor

Stryker Corporation: 8% NO on Pay; 10% NO on Auditor

Elevance Health: 12% NO

American Water Works: 12% NO

First Solar: 13% NO

Align Technology: 10% NO

THERMO FISHER SCIENTIFIC: Auditor 12% NO

The bullshit:

I’m calling this the Domino’s Pizza competing proposals dirty trick: where the board proposes a version of the shareholder's proposal that is slightly more onerous: in this case, 25% vs. 15% of shareholders having the the ability to call a special meeting:

DT Midstream: Management (86% YES) versus John Chevveden (35% YES)

Floor & Decor Holdings: Management (96% YES) versus John Chevveden (40% YES)

Domino’s Pizza: a dirty trick at pizza land as the board introduced a competing proposal to drown out a shareholder’s proposal: while the shareholder wanted a group of shareholders holding 15% of shares to have the right to call a special meeting, management’s proposal raising that group to 25% (a near impossibility) won out: the shareholder proposals got 36% support while the management proposal got 79%.

Align Technology: Management (65% YES) versus SHP John Chevveden (17% YES)

Akamai Technologies: 10% call a special meeting (51% YES/58,453,104) vs. 25% call a special meeting (52% YES/59,520,777)

Verisk Analytics: 25% (91% YES) vs. 10% special meeting (43% YES)

Equitable Holdings 25% (99% YES) vs. 10% special meeting (27% YES)

The “require vote of 80% of outstanding shares” management proposal scam:

Eli Lilly and Company:

eliminate the classified board structure (87% YES of shares voted)

eliminate supermajority voting provisions (86% YES of shares voted)

AbbVie: eliminate supermajority voting (99% YES)

Meta Platforms:

MGMT:

25% NO on equity plan

11% NO on Pay

71% want Say on Pay every 3 years

SHP:

Dual Class Capital Structure 26% YES

Disclosure of Voting Results Based on Class of Shares 21% YES

Report on Hate Targeting Marginalized Communities 15% YES

Report on Child Safety Impacts and Actual Harm Reduction to Children 13% YES

Risks of Deepfakes in Online Child Exploitation 6% YES

AI Data Usage Oversight 10% YES

Data Collection and Advertising Practices 11% YES

Proving Matt’s proponent theory:

Mastercard:

racial equity audit report 11% YES: SEIU MasterTrust

affirmative action risks 0.4% YES: National Center for Public Policy Research

Netflix

Jay Hoag (1999-; 2 years after Reed Hastings)

“The Board held four meetings during 2024. Each Board member attended at least 75% of the aggregate of the total number of Board meetings and meetings of the Board committees, other than Jay Hoag who attended 50%.”

The Board held four meetings during 2024

The Nominating and Governance Committee of the Board consists of four non-employee directors, Messrs. Hoag (Chair)

Each member attended all the Nominating and Governance Committee meetings held in 2024, other than Mr. Hoag who did not attend one meeting.

The Nominating and Governance Committee met two times in 2024.

Currently holds $451M in Netflix stock

Prior votes:

2024: 9% NO

2023: 23% NO

2023: overboarded: Jay Hoag is also a director at Zillow Group, TCV Acquisition, TripAdvisor and Peloton

71% NO on Pay

2022: N/A

MGMT proposal to declassify the board 99.6% YES

MGMT proposal to eliminate supermajority voting provisions 99.6% YES

73% NO on Pay

SHP Lobbying Activity Report 60% YES

SHP simple majority vote 58% YES

2021: N/A

SHP political disclosures 80% YES

SHP simple majority vote 90% YES

2020: 55% NO

2020: simple majority vote: “This proposal won more than 80% support 4-times at Netflix since 2013: 2019- 88%, 2016-82%, 2015 -80%, 2013 -81% But our governance committee has not yet put this proposal topic on the ballot as a binding Netflix proposal. Shareholders were not happy and gave governance committee Chairman Jay Hoag a negative vote of 48% in 2018 while he was running unopposed.”

SHP simple majority vote 73% YES

2019: N/A

SHP simple majority vote 88% YES

2018: N/A

SHP simple majority vote 84% YES

Binding SHP to amend bylaws on majority voting policy (needs 66.6% of the outstanding share): 71.4% of vote YES

2017: 49% NO

2017: “Lead Director Jay Hoag's long tenure and the fact that he was an early investor of Netflix, may compromise his independence. Less than 51% of the votes supported his election in 2014. Moreover, Mr. Hoag's Crossover Ventures provided early-stage funding to Zillow and Expedia, two companies founded by Mr. Barton. Hoag and Barton served together on the board of Zillow.”

SHP repeal classified board 63% YES

SHP simple majority vote 63% YES

Binding SHP to amend bylaws on majority voting policy (needs 66.6% of the outstanding share): 64.2% of vote YES

2016: N/A

SHP repeal classified board 83% YES

SHP simple majority vote 82% YES

SHP majority voting policy 87% YES

2015: N/A

SHP repeal classified board 80% YES

SHP simple majority vote 80% YES

2014: 49.7% NO

SHP repeal classified board 82% YES

SHP Independent board chair 47% YES

SHP majority voting policy 82% YES

2013: N/A

SHP Independent board chair 73% YES

SHP repeal classified board 88% YES

SHP simple majority vote 81%

SHP majority voting policy 81% YES

2012: N/A

SHP repeal classified board 758% YES

2011: 91%

SHP majority voting policy 72% YES

2010: N/A 

THE BIG VOTE PICKS

MATT

Votes Cast:

73% of all votes were directors

25% were management proposals (auditors, pay)

3% were shareholder proposals

Media share was 95% anti-ESG shareholder proposals?

SHP roundup - 3% of your voting capital:

Of 40 companies targeted by Anti-ESG, Anti-Woke, 14 also targeted by ESG proponents in straight up duels

In head to heads, Antis averaged 1.2% support vs. Pros 7.7% support - feel free to both claim victory that more than 90% of investors didn’t care either way?

INTEL CORPORATION

WALMART INC.

BERKSHIRE HATHAWAY INC.

MCDONALD'S CORPORATION

THE COCA-COLA COMPANY

DEERE & COMPANY

BEST BUY CO., INC.

CHEVRON CORPORATION

CITIGROUP INC.

STARBUCKS CORPORATION

VERIZON COMMUNICATIONS INC.

YUM! Brands, Inc.

META PLATFORMS, INC.

ALPHABET INC.

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%

Governance related SHPs had the highest average vote rate…

Religious: 10.3%

Proponent actual wins:

Governance: 18% WIN RATE

… and also the highest win rate - and by highest, I mean only-est.

EVERYONE ELSE: 0% WIN RATE

Once again - stop talking about Shareholder Proposals, talk about Shareholder Proponents - the governance proponents, including McRitchie and Chevedden are the only ones doing their jobs and winning

Chevedden alone got >50% SHP votes on 27 proposals, largely focused on simple majority voting, board declassification, and special meetings

McRitchie average 38% vote getting in our data, with 3 wins

Articles about what they ask for: zero.  Articles about National Legal and Policy Center, National Center for Public Policy Research, and Bowyer Research?  Literally hundreds - while the vote share was 1.9% with zero wins

The anti woke are using proxies as cheap press releases for momentum building in media, not winning or policy - it’s governing by narrative - stop talking about them and they disappear

Quote of the year: Jing Zhao, “Aristotle demonstrated that in a stable community, the ratio of the rich citizen’s land to the poor citizen’s land should not be over 5 to 1.”

Director round up - 73% of your voting capital

Results round up

Averages: Overall

The average high vote: 97.75%

The average low vote: 88.48%

Company median: 95.24%

Gender/diversity - the death of diversity on boards has been drastically overrated, but only because no one knows who’s on a board.  If you’re an executive, being diverse is worse.

White male non-executives were the lowest average vote getter at 94.8%, black women were the highest at 96.8%

The “executive premium” for men was 6x women, with male executive directors getting 1.34 percentage points higher vote than male non-executives, while female executive directors only got 0.24 percentage points higher

Black executive directors were the only cohort with a NEGATIVE executive premium - black men got -1.55 percentage point lower votes on average

Vote outs

At 1400 US companies with votes and no activists involved, 12 companies had one director each get less than 50% of the vote

Most prominent was Netflix, who ignored

That’s ~11,500 director votes, 12 vote outs not related to an activist

Investors this year are VERY bullish on directors: 0.01% vote out rate

Meanwhile, out of the 11,500 directors up for a vote where we have data, 2,100 bat under .333 for TSR, 1,600 bat under .333 for BOTH TSR and earnings, and 623 have a history of low shareholder returns, low earnings, and perpetual controversies

The 623 bottom of the barrel would suggest a 5.4% vote out rate on pure performance failure

Next year trend alert: given fewer options for substantive engagement, investor aggression is all that’s left without dialogue until companies ask regulators to unwind their de-regulation

Result: more votes against directors on pure numbers, less focus on SHPs

Vote Gap - directors batting .333 or lower on TSR vs. average vote at the company

Average vote gap was actually +1.3% - bottom directors outperformed average vote at the companies

Most aggressively stupid was a Harley Davidson’s vote

The Vote Gap was 15.2% - investors voted FOR the bottom performers, who got 15.2% percentage points more support than the average director

Activists:

10% success rate in 24/25 season - bad season overall, but big wins?

172 of 640 dealt with the board as a primary objective

331 of 640 were governance focused (not strategic, M&A, etc)

9% in 23/24

10% in 22/23

15% in 21/22

16% in 20/21

15% in 19/20

18% in 18/19

18% in 17/18

17% in 16/17

14% in 15/16

Proxy Countdown topics and favorites

Merit

We built a system of merit because of the talking points about “returning to the meritocracy”

Director pay - they are paid like NEOs on a pro rata basis after vesting

Non profit board interlocks

36,492 new loops added - increase of 33% from board interlocks alone

95 companies had ZERO loops outside of nonprofits

CEOs and Chairs, the jump was from 4-5% to 15-17%

Lead “Independent” directors, independence

Average tenure for LID is 15 years

Statutory independence is stupidly myopic - SEC redefinition as “social independence” really a disclosure problem, not regulator

Tesla case in point

CEO succession data

Active director with the most transitions: James Hance (8), Jim Kilts (8)

Director with the most fails: the Icahn family!  Brett Icahn at 4 transitions, ALL failed in one way or another

Jeff Stein at Ambac has one transition, but somehow managed to have three separate shareholder dissent flags (activist, engagement, votes against)

Finally, Roger Moore at Verisign has done 5 transitions, and 4 of them resulted in the CEO staying 3 years or less before leaving

Plus30s

Trend of adding directors inside of 30 days of AGM completion

Happens at classified boards, where directors have strong network power, and there are less insiders on boards

Favorite company: Parker Hannifin

Of the 25 connections between directors in the last decade, 16 of them go through Nordson

Nordson headquarters are in Westlake, Ohio - Parker Hannifin headquarters are in Cleveland, a 45 minute drive away

4 of the 9 independent directors are inside 250 miles of headquarters

When we factor in college/graduate institutions, 66% of the directors have lived, learned, and worked within 250 miles of Parker HQ, and half of them are under 200 miles away - A DRIVE!

The influence of directors JUST FROM OHIO is 40% of the board

Trade Wire - BUY/SELL

Top Stories:

Netflix Rejects Jay Hoag’s Resignation, saying “Mr. Hoag’s continued service as a member of the Board is in the best interests of the Company and its stockholders” despite the glaring flaw in its logic that 79% of stockholders said NO.

In new hires:

DTE Energy announced that COO Joi Harris would be the new CEO, succeeding Jerry Norcia, who will become executive chair. Joi is a double ceiling breaker: becoming the first black woman in the role.

UDR’s new CFO is David Bragg, who lasted only 16 months as CFO at Roots Management Group from March 2024 to June 2025.

The new interim CEO at Hormel Foods is former CEO Jeffrey Ettinger. For 15 months of service to provide cover for poor succession planning he will get a salary of $1.2M, a target short-term award equal to $2M, a one-time equity grant of $7.2M, and 10 full weeks of paid vacation.

The new CFO at Pure Storage, Tarek Robbiati, who lasted as CEO of RingCentral for only 5 months and has not held a full-time executive position since 2023, will get about $30M in equity awards, more than third of which will vest simply over time without performance-based conditions.

Starbucks appointed two uber-networked directors to its Board of Directors:

Dambisa Moyo is on the boards of Chevron Corporation and Condé Nast and previously served on the boards of SABMiller, Barclays Bank, 3M, and Seagate Technologies. 

Marissa Mayer previously served as CEO and director at Yahoo!. Mayer currently serves on the boards of Walmart, AT&T, and Hilton Hotels & Resorts. She also served on the board of Nextdoor.

In ‘circumventing the alternative democracy’ news:

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

Similarly, PayPal appointed Deirdre Stanley to its board 19 days after its annual meeting.

Also waiting 19 days was MicroStrategy, who 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. Peter joins a board with only one woman so let’s hope he’s comfortable in a men’s locker room.

In ‘here’s some more money for hanging around’ news:

Somnigroup International has renewed the contract of CEO and Chair Scott L. Thompson. As a result, he gets a $10M cash transaction bonus for the company's acquisition of Mattress Firm and 1.2M stock options valued currently at about $22M.

Flex CEO Revathi Advaithi gets a one-time supplemental equity award valued at $25M if the Company’s relative total shareholder return (“rTSR”) over a three-year period is below the 25th percentile, $50M if the Company’s relative total shareholder return over a three-year period is below the median, and $62.5M if the Company’s relative total shareholder return over a three-year period is at or above the median.

Howmet Aerospace has renewed the contract of its CEO and Chair, John C. Plant, as such, John will get a special retention award of restricted stock units valued at $45M.

Starbucks named executive officers are getting a surprise July 4th “Back to Starbucks” bonus for staying at their jobs. The equity award is worth $6M if an operating expense reduction is met and up to $12M for the achievement of the easiest set of goals known to humankind: (i) the rollout of the Company’s Green Apron Service program, (ii) coffeehouse uplifts, (iii) new food and beverage platforms, and (iv) a reimagined Starbucks Rewards program.

And finally, in a tribute to simpler times, here’s the announcement: “On May 20, 2025, at the Contractor Connection RESTORE Conference, Larry C. Thomas, global president of Platform Solutions of Crawford & Company announced his plans to retire from the Company effective at the end of the year. Mr. Thomas has been with the Company since 1983.”

Retiring at a conference; seems so old-fashioned

PROXY CAGE MATCH

ISS Recommends “Withhold” votes on long tenured Brookdale Senior Living directors Lee Wielansky, Chair of the Investment Committee, and Victoria Freed, Chair of the Nominating and Governance Committee:

“Given the tenure and positions of Wielansky and Freed, they are arguably the most culpable among incumbent directors for the current state of affairs.”

2024 vote: Wielansky (99.6% YES) and Freed (98.8% YES)

ISS Supports Compelling Case for Change to AstroNova Board of Directors

ISS finds “change at the Board level is warranted to improve independence and oversight”

2024 vote: 97% YES for entire board last year

ISS advised investors to vote against the re-election of Shari Redstone to the Paramount Global board, citing concerns over the company's governance and executive pay structure. They also recommended a vote against directors Barbara Byrne, Linda Griego, and Susan Schuman.

2024 vote: Against: 2.4%; Abstain: 12.1%

Texas Enacts New Law to Regulate Proxy Advisory Firms

SB 2337 aims to limit proxy advice based on "nonfinancial" factors such as ESG and DEI and requires proxy advisors to provide a "specific financial analysis" for any recommendation in opposition to management's position.

And lastly, Lamb Weston reached a settlement with Jana Partners allowing the activist investor to add six new directors: four Jana candidates and two other mutually agreed-upon directors.

The Jana candidates include Timothy McLevish, a former Lamb Weston executive chairman and Jana's portfolio manager Scott Ostfeld.

The other additions are: Bradley Alford, a former Nestle USA CEO who will become chairman; food industry executive and Continental Grain adviser Ruth Kimmelshue; and the two new mutually agreed on directors are Lawrence Kurzius and Paul Maass, who both have food industry experience as top executives.

VOTE RESULTS TABLE 

Here are the highlights from 33 large-cap annual meetings over the past 2 weeks:

16 total SHPs: but from only 9 companies, meaning 24 meetings had zero SHPs

Only 2 “wins” overall:

Vertiv Holdings:

Joseph van Dokkum 46% NO

Jacob Kotzubei 54% NO    

Viridian Therapeutics

51% NO increase equity plan by 8M shares

7 “moral” victories (over 30%): 

EBAY

call a special meeting 49% YES

Equity Incentive Award Plan 45% NO

BJ's Wholesale Club

GHG emissions reduction 30% YES: Trillium ESG

First SHP since its 2018 IPO

DELTA AIR LINES

Act by written consent 42% YES

COSTAR GROUP

transparency in political spending 33% YES

46% NO Pay

ANSYS

Act by Written Consent 41% YES

The shareholder disconnects:

COSTAR GROUP: Musslewhite 4% NO (lowest NO); 46% NO Pay

IonQ: classified; 19% NO Singh; 36% NO on Pay; no Pay Committee members up for vote

The shareholder connects?

DELTA AIR LINES: Act by written consent 42% YES

ANSYS: Act by Written Consent 41% YES

The directors : 5 over 20%

Losers

Core & Main: Gipson 35% NO (classified)

Okta: Epstein 29% NO (classified)

Viridian Therapeutics: Gheuens 23% NO (classified)

BIOGEN: Dorsa 22% NO; Rowinsky 22% NO

Freire 17% NO; Hawkins 17% NO; Langer 17% NO; Mantas 19% NO; Sherwin 17% NO

COMCAST: Baltimore, Jr. 21% NO; Bacon 25% NO

Bell 15% NO; Honickman 16% NO

VEEVA SYSTEMS: Carges 20% NO; Ritter 38% NO; Wallach 40% NO

Vertiv Holdings

Joseph van Dokkum 46% NO

chairman of the Nominating Committee: 1 woman; 9 men

Jacob Kotzubei 54% NO

Mr. Kotzubei attended 50% of the aggregate meetings of the Board of Directors and was not able to attend the balance due to last minute emergencies and other extenuating circumstances

CrowdStrike Holdings: Cary J. Davis 34% NO; Laura J. Schumacher 38% NO (classified)              

Winners

Robinhood Markets: John Hegeman 99.94% YES

Dell Technologies: David Grain 99.93% YES

The oddities:

Smallcap: Red Cat Holdings: 4 out of 5 directors about 57% NO; Thompson 2% NO

CEO Jeffrey Thompson controls 14% of voting power

Mastercard:

racial equity audit report 11% YES: SEIU MasterTrust

affirmative action risks 0.4% YES: National Center for Public Policy Research

COMCAST: CEO pay ratio factor 4% YES; independent chair 27% YES

KROGER:

discarded cigarette pollution 9% YES: Sister of St. Francis of Philadelphia

third-party mandated framework on U.S. farmers 15% YES: Domini Impact Equity Fund

safeguarding the privacy of consumer health data 14% YES: Rhia Ventures

NVIDIA:

eliminate holding period requirement to call a special meeting 7% YES: John Chevedden

new director election resignation governance policy 18% YES: The New York City Carpenters Pension Fund

modify existing reporting on workforce data 18% YES: Trillium ESG Global Equity Fund

THE BIG VOTE PICKS

MATT

MATT:

The Plus30s

Damion steadily pulling directors added to boards right after AGMs

Why it matters: 

Most vesting, turns out, isn’t 1 year, it’s “directly prior to the annual meeting” and pro rata from start date

Directors get nearly full salary PLUS fully vested stock before ever getting a vote

Directors are added often as part of board expansion without vote - investors are voting entirely on incumbent slates

The owners don’t choose their representatives, the representatives choose themselves

The average director tenure for a large cap company is about 7 years - that means nearly 14% of the average tenure is over before investors weigh in

I got to asking how often this happens - and are there patterns

Methodology:

Get AGM dates in the last 5 years

Get director start dates in the last 5 years

Find all non-executive directors that started 30 days or less after the AGM

How many directors have a year of no accountability?

Find the nom chair at the time of the election

Are there nomination chairs that do this repeatedly?

Results

Totals:

Average days for director adds (plus/minus the AGM) is 90

90 days before or after the AGM on average, directors get added

292 directors added within 30 days post AGM in 5 years

79 times, directors were added INSIDE A WEEK of the AGM

227 companies added those directors

The companies with multiple directors in a single year are often merger agreements

29 companies added directors ONE DAY after the AGM

Worst of the worst: Rockwell Automation

Only US company to do this three years in a row - 2022, 2023, 2024 - classified board

In 2022, Robert Soderbery added after board expansion ONE DAY after AGM

Not in proxy, no mention of expansion

Kalmanson chair of nom committee, Holloman, Kean, and Payne on it

In 2023, Phillip Holloman retired the day of the AGM, the replacement director Alice Jolla was added ONE DAY after the AGM

Holloman on the proxy, no mention of retirement

Jolla not in the proxy

Kalmanson nom chair, Gipson, Holloman, Keane on committee

In 2024, Rockwell expanded the board AGAIN adding Tim Knavish ONE DAY after the AGM

It was not discussed in the proxy, nor was Knavish up for vote

Bill Gipson nom chair with Jolla, Parfet

Common directors:

Parfet was lead “independent” chair at 15 year tenure

Keane on the board for 12 years, on and off nom committee

Moret CEO for 7 years - but this seems like the Parfet show 

Pattern 1: classified boards

48% of the boards are classified - so directors already have limited accountability, and that’s 40% more than companies who HAVEN’T done this

So about HALF of the director adds won’t see a vote for nearly TWO years or more rather than one

Pattern 2: board expansion

Board expansion right after the AGM is unusually common among these companies

Pattern 3: network power

The boards that do this tend to be highly networked and powerful boards - 16% more network power on average than non Plus30s

Pattern 4: LESS insiders on the board

By 15% on average - which seems surprising unless you think of these being “board run” companies, not management run?  It gels with seeing more Socialist boards (boards run by the committees rather than management)

Directors

Two directors stand out as having this done TWICE at two different companies in the last five years

Jodi Taylor

Mister Car Wash, Inc - added 7 days after AGM

JM Sucker - added 1 day after AGM

Jorge Titinger

Formfactor Inc - added 24 days after AGM

Ichor Holdings - added 20 days after AGM

Trade Wire - BUY/SELL

Top Stories:

The money

In response to angry shareholders:

Two weeks after 60% of Warner Bros. Discovery shareholders rejected CEO David Zaslav’s $52M pay plan, the Compensation Committee restructured his plan using Hollywood’s latest CGI, special effects, and most seasoned stunt doubles: his new plan reduces his annual pay targets significantly–from $37M to $17M if he hits 100% of his targets–but the devil is in the details as he is eligible for $37M if he reaches 200% of his targets and is getting a massive option grant of 21 million shares at an extremely low strike price of around $10 per share, giving him the theoretical opportunity to make $1.4B if Warner Brothers’ share price regains its 2021 high of $77.

To walk in the door:

Ciena Corporation’s new CFO Marc D. Graff will get $2M in cash and $10.5M in time-vesting equity.

While Arista Networks’ new COO Todd Nightingale is welcomed with $32M in equity, $30M of which vest simply over time without any performance-based conditions: an amount which is 92 times greater than his base salary.

Boeing’s longest-tenured director Lynn Good joins the Board of Morgan Stanley just two days after the crash of a Boeing 787 Dreamliner in India killed more than 200 people.

Yum! Brands CFO Christopher Turner has been promoted to CEO to replace David Gibbs. In doing so, the company skipped right over Chief Operating Officer and Chief People & Culture Officer Tracy Skeans who has been at the company 20 years longer than Chris and in her dual roles oversees two key industry areas of risk in customer experience and labor management.

Maybe we have Yum! Brands Chair Brian Cornell to thank for this decision? As CEO of Target Brian has overseen the company’s recent demise due partially to customer-alienating decisions surrounding the lack of support for Gay Pride and the sudden abandonment of the company’s DEI policies due to the perceived threats from a US election.

At Yum Brands’ annual meeting last month Chair Cornell received 17% votes against his reelection, more than 3 times greater than any other director.

Continuing to follow the trend of large cap companies with only 2 women on the board:

Thomas Frist, III is stepping down at VeriSign, a board with only two women. Will they take this opportunity to replace him with a woman?

Same thing at Nutanix where Brian Stevens just stepped down on a board with only two women

And at Live Nation Entertainment where Greg Maffei’s 33% influence just left the board.

Affirm Holdings, however, is keeping the board at two women ignore the problem by replacing retiring director Keith Rabois with Richard Galanti, keeping its board below the accepted minimum threshold of three women on the board.

And finally, Pitney Bowes has cleverly circumnavigated shareholder approval as it appointed Brent Rosenthal to its Board only a month after its annual meeting in May.

PROXY CAGE MATCH

Activist investor  , which owns about 1% of Victoria’s Secret, is arguing that the company has failed to realize its potential since its separation from its parent company, L Brands, in 2021. Specifically, CEO Hillary Super “has limited chief executive and public company experience with only a brief tenure in intimate apparel.”

CEO Hillary Super (September 2024-)

CEO, Savage X Fenty, intimates retailer, 2023 – 2024

CEO, Anthropologie Group, 2020 – 2021

Global President, Anthropologie Group, 2019 – 2020

Co-President, Anthropologie Group, 2018 – 2019

President of Women Apparel, Accessories, Beauty and Bridal, Anthropologie Group, 2017 – 2018 

Six directors sat on the board during the company's decline and the remaining two independent directors "have limited experience successfully scaling global consumer businesses … We believe that Victoria’s Secret requires a reconstituted Board comprised of directors with proven experience in brand revitalization, operational execution, international expansion, and shareholder value creation … “ [the retailer] should consider replacing a majority – if not all – of the Board with independent directors who bring relevant backgrounds, fresh perspectives, and a strong track record of value creation."

8F/2M

Chair Donna James, (2021-); (L Brands: the former parent company of VS&Co, 2003 – 2021)

Chairman George Mayes was voted out and then resigned at  Forward Air’s annual shareholder meeting last week. Directors Javier Polit and Laurie Tucker have also stepped down despite receiving a majority vote. The Board has appointed Jerome Lorrain as Executive Chair and Paul Svindland as Lead Independent Director.

Ancora Holdings, which owns a 4.1% stake, previously said the three “unfit legacy directors” cannot be trusted based on their “history of inaction, failed oversight and highly problematic decisions,” blaming them for the company’s decision to pursue the Omni Logistics acquisition in August 2023.

VOTE RESULTS TABLE 

Here are the highlights from 45 large-cap annual meetings over the past week:

30 total SHPs: but from only 13 companies, meaning 32 meetings had zero SHPs

Nearly half (13) came from Alphabet

only 3 on G

4 on AI

equal shareholder voting 31% YES (highest YES vote)

A stockholder proposal presented at the 2025 Annual Meeting but not included in the 2025 Proxy Statement regarding a report on implementing AI app preload capabilities into Android OS 0.000273% YES (lowest)

342|12,515,614,679|1

27 of 45: zero shareholder proposals and zero shareholder dissent.

Only 2 wins overall:

Fidelity National Financial: elect each director annually 93% YES

MONOLITHIC POWER SYSTEMS: call a special shareholder meeting 58% YES

7 “moral” victories (over 30%): 

Alphabet: equal shareholder voting 31% YES

96.1% of Class B shares (10 votes) held by Larry Page/Sergey Brin/Eric Schmidt/John Doerr=57.3% voting power; 73% on non-class B voted YES

Marvell Technology: Independent Board Chairman 38% YES

CORPAY: independent Board chair 39% YES

Fortinet: require that two separate individuals hold the office of Chairman of the Board of Directors and the office of the Chief Executive Officer 42% YES

Fidelity National Financial: (MGMT Prop) redomestication of the Company from the State of Delaware to the State of Nevada 34% NO

Chipotle Mexican Grill: 45% NO on Pay

“One-time retention awards” on August 2024 after Brian Niccols left: $38M aggregate to NEOs

CORPAY: 47% NO on Pay

The shareholder disconnects:

Chipotle Mexican Grill: lowest director 4% NO Fili-Krushel & 45% NO on Pay

Target: lowest Cornell 9% NO and Stockton 5% NO

The shareholder connects?

Marvell Technology: Independent Board Chairman 38% YES

CORPAY: independent Board chair 39% YES

Fortinet: require that two separate individuals hold the office of Chairman of the Board of Directors and the office of the Chief Executive Officer 42% YES

The directors : 5 over 20%

Regeneron Pharmaceuticals: Brown 27% NO (classified)

Natera: Gail Marcus 29% NO; Roy Baynes 19% NO (classified)

Pure Storage: 64% NO Scott Dietzen; 21% NO Charles Giancarlo; John Murphy & Greg Tomb 18% NO (classified)

Dietzen Vice Chairman and Former CEO (2010-2017) and on Nomination and Risk Committees; referred to as "Independent"

CORPAY: Joseph W. Farrelly 26% NO

Alphabet: Larry Page 19% NO (44% NO)

Page/Brin 52% Voting Power 

The oddities:

The oddities:

THE BIG VOTE PICKS

MATT

NVIDIA

Founder firm, top of its game, on any given day largest company in the world at 3.5tn cap - with no governance of its founder

Could Nvidia be the next Tesla?

Similarities:

AI meme wave - trades at a 40-50 P/E ratio, which was a 140 P/E (Tesla traded at 40-50x before they started losing money, now at a 180)

Deeply entrenched boards (more on that)

Deeply oversized pay packages

Stanford

Both immigrants

Deep relationship WITH Musk

Outsized, leather jacket wearing CEOs

Kissed Trump’s ass about tariffs

From 2018: US chipmaker Nvidia's founder and Chief Executive Jensen Huang said curbing China's technological development could not be achieved by adopting heavy tariffs.

From May: “Obviously, I don’t know all of his ideas, but let me tell you about two that are incredible,” answered Huang. "The first one is utterly visionary. The idea of tariffs being a pillar of a bold vision to re-industrialize to onshore manufacturing and motivate the world to invest in the United States is just an incredible vision.”

Deep dive into founder boards - who do we hire to work with outsized, unique, long-term founders

Defining “Founder boards”

152 US founder firms that IPOed 10+ years ago

“Mature” public founder firms

Not controlled companies - 1 share, 1 vote or no majority shareholder

Includes Nvidia, Amazon, Tesla, not Meta, Berkshire, Oracle, Nike

1,395 US non controlled, non founder firms (the control group)

Findings

Surprising things that are the same between founder boards and non founder boards

Same percentage of VCs on the boards on average - speaks to the importance of private markets

No age differences on average

No gender gap difference on average after adjusting for founder and CEO power - this surprised me

When you include founder power on boards, it definitely skews to much larger gender power gaps, but adjusted shows that if NOT for the founder, you’d have near parity

In fact, in the control cohort, the power gaps are better as soon as you exclude CEOs, too - the fact that men hold the vast majority of the top positions everywhere is THE LARGEST difference in power gaps on boards

Solution: no CEOs on boards, you’ll have better power parity

Biggest differences

Founder boards skew long tenured - 15% of founder boards have more than 15 years tenure, compared to 12% of the control

VCs stick around longer - 46% of VCs on the board stay more than 10 years vs. 36% for control

VCs in general have longer tenure

Founder boards tend to underperform on earnings, outperform on TSR

Founder boards rely LESS on connections to one another - it’s only the connection to the founder that matters

Summary thoughts

Boards operate in one of two ways: fetishize the most powerful person in the room (founder, CEO) OR as a social club (high degree of interconnectedness)

Nvidia needs governance now, not later…

Nvidia is an outlier - nearly 60% of the board is long tenured, with 33% of board more than 15 year tenures - only other company this bad is Netflix at mega caps - all of which were original investor VCs

Tench Coxe - like Robyn Denholm - has not only been around for 30 years, his shareholdings have made him a billionaire from just this company

Harvey Jones and Brooke Seawell haven’t just been at Nvidia for more than 30 years EACH - they worked together at Synopsis in the 1990s

Of the 13 directors, 8 have been on the board at least 10 years - the average tenure of the Nvidia board is 13 years, and 62% of it wouldn’t be considered independent in the UK

If our advice at Netflix was to break up the lack of independence - and investors have rewarded Netflix with a lower average vote for directors than peers (94% vs. 96% average), and the longest tenured directors get 90% routinely over the last decade

Just on its face, who makes decisions:

Ex head of marketing for NFL and former food executive (Dawn Hudson)

Ex 31 year Taco Bell executive (Melissa Lora)

Two professors (John Dabiri, Persis Drell)

Ex NASA engineer (Ellen Ochoa)

Lawyer (Stephen Neal)

Ex CIO of a drug company (Aarti Shah)

FIVE 1990s/00s tech and VC bros - all bros - Rob Burgess, Tench Coxe, Harvey Jones, Brooke Seawell, Mark Stevens - most of whom have been with Jensen Huang for 30 years

This is easy - break up the 90s tech VC fraternity block:

Vote out Brooke Sewell

Vote out Harvey Jones

Vote out Tench Coxe

Trade Wire - BUY/SELL

Top Stories:

The money

To keep working:

Named executive officers at Capital One Financial get a total $43M in time-based equity “in recognition of their ongoing and anticipated work relating to the integration of the Discover business with Capital One,” including a whopping $30M for CEO and Chair Richard D. Fairbank

To walk in the door:

Newly hired Roblox CFO Naveen Chopra gets $6M in cash, $28M in equity, $15,000 per month through August 31, 2026 for temporary housing, and $900K for relocation expenses.

Corpay’s new CFO Peter Walker gets $8.3M in equity and relocation expenses despite bailing on his last job at Instructure in less than two years. Is this like marrying the guy who was cheating on his wife when you started dating him?

To walk out the door:

Texas Roadhouse CFO D. Christopher Monroe is waving the white flag after less than 2 years at the job and still gets $1M.

And finally, we’re tracking new ways companies are Circumventing the alternative democracy:

International Flavors & Fragrances adds Virginia Drosos to the board as well as to 3 board committees only once month after their annual meeting in May

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

And American Water Works Company didn’t even wait a month before increasing the size of the Board to nine members and appointing Raffiq Nathoo to the board and to the Audit, Finance and Risk Committee and the Safety, Environmental, Technology and Operations Committee of the Board.

PROXY CAGE MATCH

Penn Entertainment shareholders are getting conflicting messages from ISS and Glass Lewis on how to vote on activist investor HG Vora’s three dissident nominees: [Carlos Ruisanchez, Johnny Hartnett, and William Clifford to Penn’s board].

ISS and HG Vora are saying YES to all three while Penn and Glass Lewis are saying NO to former Penn CFO William Clifford (2001-2014).

Penn is also saying they shrunk their board from nine to eight directors so don’t even bother trying: it sounds like the courts will decide this one because Clifford is running unopposed and will certainly be getting at least one vote, which makes him the hypothetical winner for the ninth chair.

ISS said: “The board lacks an adequate level of direct gaming industry experience. It appears that this deficiency has hampered the board’s ability to effectively oversee management during the push into interactive … There is little evidence that the board has been able to hold management accountable, which suggests that a director who is not afraid to share a contrarian viewpoint may be a valuable addition.”

Glass Lewis said: “We believe certain aspects of Clifford’s profile may overlap with existing or anticipated members of the board … The board’s assertion that his background is not sufficiently differentiated — and its unanimous decision not to support him despite backing two other dissident nominees — raises questions as to whether he would bring distinctive value at this time.”

Penn said: during Clifford’s time as CFO he argued against the introduction of a loyalty program, which later became a lucrative addition to Penn’s business. And that “during his interviews with PENN’s Nominating and Corporate Governance Committee, Mr. Clifford demonstrated antiquated views of a rapidly changing industry, and the same posture of resistance to exploring value-generating solutions.” 

Activist investor BBRC Worldwide, which controls 13% of Victoria’s Secret, is yelling at the company’s board for “failing to adequately demonstrate meaningful accountability despite clear evidence of boardroom lapses.”

BBRC is specifically targeting insufficient board independence and excessive chair tenure, namely Donna James’ 20 years as board chair: “Rather than waiting for stockholders to force change through a proxy contest, shouldn’t the Board proactively address the governance red flags that Ms. James’s tenure represents by committing to removing her as Chair immediately and refreshing the Board?”

BBRC also addressed the recent cybersecurity incident that forced the company to take down its website for several days and ultimately resulted in a delay to first quarter results, an event that BBRC said “may have been preventable with proper precautions.”

“The Audit Committee has been delegated primary responsibility for the Board’s oversight of cybersecurity and related risks.”

Sarah Davis*: no cybersecurity expertise

Donna James: no cybersecurity expertise

Irene Chang Britt: no cybersecurity expertise

Lauren Peters: “Cybersecurity Oversight” skill (former CFO at Foot Locker (2011-2021); only director with this skill listed 

VOTE RESULTS TABLE 

Here are the highlights from 41 large-cap annual meetings over the past week:

21 total SHPs: but from only 10 companies, meaning 31 meetings had zero SHPs

57% (12) came from Walmart (7; highest YES 7%; lowest 0.37%) and Netflix (5)

25 of 41: zero shareholder proposals and zero shareholder dissent.

Only 2 wins overall:

Simple Majority Voting: HUBSPOT INC (51%)

NETFLIX: 78% NO Jay Hoag

4 “moral” victories (over 30%): 

Say on Pay

ANTERO RESOURCES Corp (30% NO)

DEVON ENERGY CORP/DE (35% NO)

PayPal Holdings, Inc. (34% NO Equity Incentive Plan)

Shareholders ability to call a special meeting

NETFLIX: 42% YES for a call a special meeting proposal that was called"Proposal that Won 45% NFLX Shareholder Support"; 0.45% YES Affirmative Action Risks

Say NO to Racist Shit

A blatantly racist Affirmative Action Risks SHP at Netflix filed by the National Center for Public Policy Research garnered 0.45% support

The shareholder disconnects:

DEVON ENERGY: lowest NO 6% Mosbacher; 35% NO on Pay

call special meeting: PayPal (44% YES) vs. DEVON ENERGY (8% YES)

The shareholder connects?

ANTERO RESOURCES: 30% NO Pay

30% NO Lead Director/Nomination Committee chair Benjamin A. Hardesty

24% NO Pay Committee Chair Robert J. Clark

ESG Committee Chair Vicky Sutil 1% NO

 (classified)

The directors : 7 over 20%

NETFLIX: 78% NO Jay Hoag

Expedia Group: 23% NO Craig Jacobson

CG Oncology: 44% NO James J. Mulé (classified)

PROCORE TECHNOLOGIES: 24% NO Brian Feinstein (classified)

ANTERO RESOURCES: 30% NO Benjamin A. Hardesty; 24% NO Robert J. Clark (classified)

MP Materials: Connie K. Duckworth 24% NO; Maryanne R. Lavan 19% NO; General (Retired) Richard B. Myers 19% NO (Classified)

Reddit: Sarah Farrell 99.93%

The oddities:

The oddities:

Netflix

Jay Hoag (1999-; 2 years after Reed Hastings)

“The Board held four meetings during 2024. Each Board member attended at least 75% of the aggregate of the total number of Board meetings and meetings of the Board committees, other than Jay Hoag who attended 50%.”

The Board held four meetings during 2024

The Nominating and Governance Committee of the Board consists of four non-employee directors, Messrs. Hoag (Chair)

Each member attended all the Nominating and Governance Committee meetings held in 2024, other than Mr. Hoag who did not attend one meeting.

The Nominating and Governance Committee met two times in 2024.

Currently holds $451M in Netflix stock

Prior votes:

2024: 9% NO

2023: 23% NO

2023: overboarded: Jay Hoag is also a director at Zillow Group, TCV Acquisition, TripAdvisor and Peloton

71% NO on Pay

2022: N/A

MGMT proposal to declassify the board 99.6% YES

MGMT proposal to eliminate supermajority voting provisions 99.6% YES

73% NO on Pay

SHP Lobbying Activity Report 60% YES

SHP simple majority vote 58% YES

2021: N/A

SHP political disclosures 80% YES

SHP simple majority vote 90% YES

2020: 55% NO

2020: simple majority vote: “This proposal won more than 80% support 4-times at Netflix since 2013: 2019- 88%, 2016-82%, 2015 -80%, 2013 -81% But our governance committee has not yet put this proposal topic on the ballot as a binding Netflix proposal. Shareholders were not happy and gave governance committee Chairman Jay Hoag a negative vote of 48% in 2018 while he was running unopposed.”

SHP simple majority vote 73% YES

2019: N/A

SHP simple majority vote 88% YES

2018: N/A

SHP simple majority vote 84% YES

Binding SHP to amend bylaws on majority voting policy (needs 66.6% of the outstanding share): 71.4% of vote YES

2017: 49% NO

2017: “Lead Director Jay Hoag's long tenure and the fact that he was an early investor of Netflix, may compromise his independence. Less than 51% of the votes supported his election in 2014. Moreover, Mr. Hoag's Crossover Ventures provided early-stage funding to Zillow and Expedia, two companies founded by Mr. Barton. Hoag and Barton served together on the board of Zillow.”

SHP repeal classified board 63% YES

SHP simple majority vote 63% YES

Binding SHP to amend bylaws on majority voting policy (needs 66.6% of the outstanding share): 64.2% of vote YES

2016: N/A

SHP repeal classified board 83% YES

SHP simple majority vote 82% YES

SHP majority voting policy 87% YES

2015: N/A

SHP repeal classified board 80% YES

SHP simple majority vote 80% YES

2014: 49.7% NO

SHP repeal classified board 82% YES

SHP Independent board chair 47% YES

SHP majority voting policy 82% YES

2013: N/A

SHP Independent board chair 73% YES

SHP repeal classified board 88% YES

SHP simple majority vote 81%

SHP majority voting policy 81% YES

2012: N/A

SHP repeal classified board 758% YES

2011: 91%

SHP majority voting policy 72% YES

2010: N/A 

THE BIG VOTE PICKS

MATT

Attendance, the stupidest of indicators:

As far as I can tell, attendance is one of the primary drivers of director fail votes - and it’s such a low bar as to be laughably attainable

Directors generally need to attend at least 75% of meetings - that means, roughly, 4-6 board meetings and any committee meetings… figure 20ish meetings a year, they have to make at least 15

While most companies don’t explicitly say it, the ones that do indicate that attendance can be done “in person or via video conference” - so they could be home with COVID on the phone and it counts as attendance

In the last year in our data of US large cap company directors - about 550 companies and 4,700ish directors - there were 9 directors that were up for a vote (not part of an excluded class) at single class, non controlled companies that failed attendance

This includes two directors that were excused from meetings for medical reasons

That was 7 chances for investors to register their disgust that, even with camera off Zoom as an option, the directors could not muster the time to attend 75% of their meetings even while getting paid, on average $250,000 a year in summary pay and generally much more after share vesting

The results of those votes:

Not only did ZERO of those votes fail, but the lowest vote was actually 63% - not even close.  In fact, Tiffany Hall at Monster Beverage got 99.67% of the vote despite failing attendance.  

Two things are true: first, even investors don’t hold directors to the barest minimum standard - you could take a video call from your phone in an airplane bathroom while on mute with no camera and it would count as having gone to the meeting, but seven times in 2024, directors couldn’t make more than 3/4s of meetings?  You couldn’t muster enough to vote out these directors?

Second, this is one of the PRIMARY DRIVERS of NO votes against directors at scale - there are basically only two reasons why investors vote no at levels greater than 20%: activist investors point out how compromised and underperforming the directors are, or they couldn’t show up to ¾ of the meetings.  That’s pretty much it.

Which is what makes the vote against Jay Hoag, Lead Independent Director at Netflix, so jarring… it took the litany of what Damion described for investors to finally get the courage to vote no on a 25 year tenured lead “independent” director who ignored investors for a decade.

So what are investors this week going to do about this? This week you have a shot to vote NO on attendance - or to vote NO for other, better reasons:

Vertiv Holdings, $27bn cap, infrastructure for data centers (cooling, racks, enclosures, etc)

In the year ended December 31, 2024, all but one member of our Board of Directors attended at least 75% of the aggregate of: (i) the total number of meetings of the Board of Directors (held during the period for which he or she has been a director) and (ii) the number of meetings held by all Committees of the Board of Directors (during the periods that he or she served on such Committees). Mr. Kotzubei attended 50% of the aggregate meetings of the Board of Directors and was not able to attend the balance due to last minute emergencies and other extenuating circumstances. As further described herein, Mr. Kotzubei does not serve on any of our Committees.

Director performance

Jacob Kotzubei

4% influence, Vertiv and Ryerson Holding boards

.570 TSR, .451 earnings

Didn’t go to the meetings, but doesn’t matter much to anyone according to the influence numbers - he serves on ZERO committees?  

There were only FOUR board meetings for the YEAR!

We know Kotzubei is connected to Roger Fradin through other boards and that’s his only source of influence in the data

Paid $510,550 in summary compensation in 2024… for two meetings… roughly 255k per meeting.

Assuming they were 6 hour meetings, and assuming he did maybe 8 hours of prep for each, he made $18,233/hour.  Or one median Walmart employee in two hours on the board.

You COULD vote out Kotzubei for missing meetings despite having so few to go to… OR… 

Worst board performer: Roger Fradin, .428 TSR, .471 earnings, 13% influence

Connected to 30% of the board, along with David Cote

Worked UNDER Cote at Honeywell for more than a decade, not even remotely independent

Or.. David Cote as Executive Chair was sitting on Business Roundtable, Council on Foreign Relations, Economic Club of NY - he’s very connected, and is on the Composecure board with both Joe DeAngelo and Roger Fradin - Resolute Holdings, run by Cote, owned Composecure

Cote put his son John on the Composecure board

Cote was Honeywell CEO for 15 years from 2002 to 2017, lead a Goldman-backed SPAC from 2018 to 2020 when it became Vertiv

He’s an executive at THREE companies - Resolute (a holding company), Composecure (which makes metal and physical credit cards), and Vertiv (which makes parts for IT infrastructure)

Higher influence than the CEO - 23% to 15%

Girodano Albertazzi is somehow the “CEO” of Vertiv

Worked under board member Edward Monser at Emerson Electric

Director skills

The majority of the board is SPAC finance bros

Kotzubei and Matthew Louie from Platinum Equity

Jakki Haussler from Opus Capital

Joe Van Dokkum from Imperative Science Ventures

Or irrelevant…

Steven Reinemund came from retail food, is a Dean at Wake Forest now

Engineering and Technology rates at just 7% of influence overall, with only 3 directors even having it as a background knowledge

Only 2 directors have Production and Processing

Bigger backgrounds in Building and Construction, Mechanical products, and Economics

Recommendations?

You COULD vote out on attendance for Kotzubei, or…

You could vote on the fact that this is a highly compromised board, controlled by its Executive Chair, with a puppet CEO and stacked with irrelevant SPAC appointees

Vote no on Cote, Fradin, and sure, Kotzubei for one less SPAC guy

Upcoming:

Larry Summers, of women aren’t as smart as men fame, at Skillsoft, AGM in July, but he’s a class II director and it’s a class I year

Wilbur Ross, ex Trump Commerce Secretary at Coya Therapeutics, but he’s a class I director in a class III year

Keurig Dr. Pepper

Our Board met 10 times during 2024. Each current director attended at least 75% of the total number of meetings of the Board and committees on which such director served that were held during 2024 while the director was a member, with the exception of Mr. Michaels due to health reasons.

Trade Wire - BUY/SELL

Top Stories:

Let’s start with the golden hellos:

Zscaler’s new CFO, Kevin Rubin, starts with a golden hello equity award of $23M, consisting of restricted stock, performance stock, and options. Not bad for a guy who lasted only 11 months at his last role as CFO at BetterUp

New FactSet Research Systems CEO Sanoke Viswanathan enters with a golden hello package consisting of a $22M option award to be granted in the fall of 2025 and an immediate make-whole award in the form of a $13M cash and $36M equity.

The Compensation Committee at UnitedHealth Group cancelled the performance-based restricted stock units granted to former CEO Andrew Witty, a shrewd financial move considering the committee just gave boomerang CEO Steve Hemsley $60M in options to help clean up a mess that he was instrumental in creating and cultivating.

After only two years on the job, Equifax EVP Todd Horvath steps away with a lump-sum cash severance payment of $2.9 million, representing approximately two years of his annual cash compensation and a prorated portion of his annual incentive award for 2025. While his unvested equity awards were forfeited upon his separation from the Company, he will still receive $3.2M cash as part of his new hire “make whole” equity award which was intended to compensate him for foregoing unvested equity at his prior employer. You literally can’t lose I guess if you’re an executive at a publicly-traded company in the US.

22 days after the company’s annual meeting where shareholders vote on the election of directors, Uber Technologies appointed Nikesh Arora to the Board and then immediately appointed him to serve on the Nominating and Compensation Committees alongside board chair Ron Sugar.

And finally, let’s end with some practice vs. theory:

Here’s a best practice that should be universally adopted: Quantum Corporation CEO James Lerner stepped down and Under the terms of his offer letter, he is required to resign as a director of the Company when he is no longer serving as the Company’s CEO.

Norfolk Southern Claude Mongeau resigned from the Board for personal reasons. The Board will appoint a successor Board Chair at its next scheduled meeting later this month. Notice that “the board will appoint” rather than “the shareholders will elect.” Why don’t we have a separate vote for board chair in the US?

And lastly, proving that long-tenured directors should not be considered independent of the companies at which they serve, Skyworks Solutions appointed Robert Schriesheim, director since 2006, as interim CFO.

PROXY CAGE MATCH

Activist investor Daniel Mangless failed in his bid to add two additional contested directors to the board of Zevra Therapeutics. Despite owning just 3% of the Company and having already had three nominees elected to the Board in 2023, Daniel wanted to form a board majority with his nominees Arthur Regan and former Zevra CEO and co-founder Travis Mickle. (we last saw travis Mickle in The Tai Driver so it looks like he turned his career around.)

Proving once again that the performance of directors DOES matter (although it takes an activist investor campaign for the company to admit as much), here’s what Zevra had to say:

“Mr. Mangless’ nominees … have track records of destroying stockholder value in public company leadership roles. During Regan’s tenure as a director at US Wats, US Wats’ stock price fell 63.9%. While Dr. Mickle was CEO of Zevra, its stock price plummeted 97.4%.”

They also assert in a filing that the primary reason to be against Regan is that he has “no life sciences industry experience or knowledge.” Which nearly makes the case to re-assess thousands of US directors who similarly lack industry experience at their respective board seats.

All three leading proxy advisories supported the company’s nominees:

ISS added, “...the board’s concerns about having a former CEO on the board and potential disruption are valid.”

Which nearly makes the case that the majority of former CEOs on boards may be disruptive 

Glass Lewis highlighted, “Mr. Regan has limited, dated, and unrelated public board service,” 

Ironic considering Regan serves as CEO and founder of Regan & Associates, proxy solicitation/shareholder services firm

Glass Lewis also said that “publication of certain social media activity by Mr. Regan appears to suggest something of a blithe approach to compliance...” while the company criticized Regan for his “erratic nature, as seen in his online posts [which] could cause serious risk to Zevra’s reputation, performance, and momentum.” Are they talking about Elon??

The company also added that “as a proxy solicitor, he was unaware of, or simply ignored, SEC solicitation rules clearly requiring him to file his online soliciting posts.” Again, are we making the case against Elon? 

Egan-Jones also questioned the relevant expertise of Mangless’ nominees, stating, “…we do not believe Mr. Regan’s background in proxy solicitation offers meaningful value in the context of Zevra’s boardroom.” Again, opening the door to examine “the relevant expertise of all board nominees.”

In the end, the contested nominees got about 25% support while the Zevra directors got about 74%. Not sure why you’d want to piss off Travis Bickle.

VOTE RESULTS TABLE 

Here are the highlights from 36 large-cap annual meetings over the past week:

25 total SHPs: but from only 9 companies, meaning 27 meetings had zero SHPs

36% (9) of these came from one company: Meta Platforms

19 of 36: zero shareholder proposals and zero shareholder dissent.

Only 1 win overall:

Say on Pay

Warner Bros. Discovery, Inc. (60% NO)

A combination of financial underperformance and ludicrously annual increases in CEO pay undid David Zaslav’s $52M pay package (up from $39M just two years ago)

7 “moral” victories (over 30%) mostly in Say on Pay: 

Say on Pay

DigitalBridge Group, Inc. (33% NO)

DOCUSIGN, INC. (44% NO)

Carlyle Group Inc. (30% NO)

AXON ENTERPRISE, INC. (33% NO)

Arista Networks, Inc. (38% NO)

UNITEDHEALTH GROUP INC (40% NO)

Shareholders ability to call a special meeting

Booking Holdings Inc. (49% YES)

The shareholder disconnects:

UNITEDHEALTH GROUP INC (40% NO on Pay):

Flynn 13% NO; Noseworthy 14% NO

board average 6% NO

Hemsley 7% NO 

Carlyle Group Inc. (30% NO on Pay) but lowest director 94% YES

Warner Bros. Discovery, Inc. (60% NO on Pay) but only two directors with low votes: Anthony J. Noto 29% NO; Pay Committee Chair Paul A. Gould 13% NO

The shareholder connects?

Arista Networks: 38% NO on Pay

Yvonne Wassenaar 25% NO; Daniel Scheinman 32% NO; Charles Giancarlo 34% NO

Classified, but Scheinman and Giancarlo on Pay Committee

At least they blamed somebody

AXON ENTERPRISE: 33% NO on Pay & Pay Committee Chair Hadi Partovi 23% NO

DOCUSIGN: 44% NO on Pay & Pay Committee Chair Blake Irving 42% NO

SoFi Technologies: 24% NO on Pay & Board CHair Tom Hutton 23% NO

The directors : 4 over 20%, 3 over 30%; 1 over 40% (about 360 directors: 2% over 20%)

Arista Networks, Inc. (Yvonne Wassenaar 25% NO; Daniel Scheinman 32% NO; Charles Giancarlo 34% NO)

Warner Bros. Discovery, Inc. (Anthony J. Noto 29% NO)

AXON ENTERPRISE, INC. (Hadi Partovi 23% NO)

FTAI Infrastructure Inc. (Judith A. Hannaway 36% NO (classified))

DOCUSIGN, INC. (Blake J. Irving 42% NO (classified))

SoFi Technologies, Inc. (Tom Hutton 23% NO)

The oddities:

The oddities:

Meta Platforms:

MGMT:

25% NO on equity plan

11% NO on Pay

71% want Say on Pay every 3 years

SHP:

Dual Class Capital Structure 26% YES

Disclosure of Voting Results Based on Class of Shares 21% YES

Report on Hate Targeting Marginalized Communities 15% YES

Report on Child Safety Impacts and Actual Harm Reduction to Children 13% YES

Risks of Deepfakes in Online Child Exploitation 6% YES

AI Data Usage Oversight 10% YES

Data Collection and Advertising Practices 11% YES

Proving Matt’s proponent theory:

Merck: tax transparency report 23% YES: Sisters of the Holy Name of Jesus and Mary

JUNIPER NETWORKS: list more candidates than the number of directors to be elected 3% YES: Jing Zhao: “One of the core problems of corporate governance is that American corporate boards are not democratically elected”

DOLLAR GENERAL: employee access to timely, quality healthcare 8% YES; As You Sow

Roblox: reincorporation of the Company from the State of Delaware to the State of Nevada 80% YES

61% of voting power: David Baszucki

Auditor dissent?!

Booking Holdings Inc. (11% NO; Pay 12% NO)

THE BIG VOTE PICKS

MATT

Proxy pool this week

104 US companies where we have data, 92 are not Totalitarian (single influencers)

Caterpillar, TJX, Regeneron are largest

Theme of the week: CEO Succession

The succession problem: There's a CEO succession crisis brewing.  

From the article:

CEO turnover is up, and it could get harder for some companies to find new leaders

At many companies, there has been a "collapse of the leadership pipeline,"

Poor succession planning, job-hopping, and cuts to middle management could complicate CEO searches

Nearly halfway through 2025, the number of CEO changes for S&P 500 companies is on pace to reach 14.8% for the year, according to data from The Conference Board and ESGAUGE

Among the companies that make up the broad S&P 1500 index, 44% of new CEOs in 2024 were external hires, according to data from the executive search firm Spencer Stuart. It's the largest share of outsiders since the firm began tracking the data in 2000.

Measuring succession risk

So succession is at its highest level in years, the pipeline is weak, and companies are increasingly looking to outside hires - meaning the nomination committee and board has an actual role in picking new CEOs

From Glass Lewis report earlier this year: Overall, S&P 500 companies that went through a CEO change in 2023 reported total CEO compensation averaging approximately $28.4 million for the year, compared to an average of $17.3 million at S&P 500 companies that did not.

That’s $11.1m extra spend for investors to get a new CEO, and it doesn’t exclude golden parachutes on the other end

NOM FAILURE IS EXPENSIVE

Define the risk

How to measure effectiveness of directors on succession?

Captured company risk:

Totalitarian companies are just pure succession risk

For as many that appear to go well (the Buffett 20 year succession process) there are those that go badly (the Howard Schultz and Bob Iger boomerang tours)

Director fail rate:

Directors that have gone through a succession at least once, did their replacement candidate last less than 3 years?

Directors that have gone through succession at least once, did their replacement face one/all of the following controversies in the first three years?

Executive turnover

Accounting investigations/fails

Shareholder dissent / activists

What are we up against this week?

ACTIVE SUCCESSIONS

Fortrea Holdings ($2.7bn)

Corsair Gaming ($1.1bn)

INEVITABLE SUCCESSIONS?

16 of 92 companies have CEOs with >=10 year tenure and are non-Totalitarian

4 of 92 companies have more than 5x the average number of controversies of sector/size peers, two of which have CEOs >10 year tenures

OVERALL…

This week’s vote alone has 21 companies where succession is active or inevitable

Who’s best positioned?

Don’t worry about…

FirstCash Holdings, Inc.

Generac Holdings Inc.

Green Brick Partners, Inc.

HCI Group, Inc.

Each has at least 1 board member who has gone through succession with zero fails - all successions lasted 3+ years, there were no accounting investigations/flags in the first 3 years, 

Unknowns…

Universal Health Realty Income Trust

Shift4 Payments, Inc.

Current CEO tenure of 26 years

Grand Canyon Education, Inc.

Current CEO tenure of 16 years

Sabra Health Care REIT, Inc.

Plymouth Industrial REIT, Inc.

5 companies have boards who haven’t gone through a CEO succession at all, two of which aren’t REITs

Targets…

Corpay, Inc.

A $20bn company where 36% of the board has been involved in a CEO transition, and all 36% have failed, at a company with a long tenured (24yr) CEO

CEO Clarke on board of Dayforce with TWO other Corpay directors, where the CEO Ossip became co-CEO then unbecame co-CEO less than two years later

One nom committee member - Rahul Gupta - has a whopping 6 accounting investigations, late filings, or other accounting flags resulting from his last transition

Three of the directors at Corpay who have transition failures have connections between each other through other boards

Vote NO on Gupta and Hagerty, engage on CEO succession plan given Clarke is 69 years old and unlikely to continue in perpetuity

Opendoor Technologies

Company has 8x average controversies of companies in its sector at its size

Adam Bain on the nom committee has been at one failed transition, failed by virtue of excess executive turnover following the transition

Layup engagement target - engage nom committee now even if CEO only in place 2 years how they plan to replace if controversies continue, and how they plan on retaining key execs

Williams-Sonoma

Laura Alber, the CEO, has more than 50% influence on the board and it’s NOT a controlled company - and she’s the only member of the board with prior CEO transition at a public company, AND she failed at it, losing 5 more executives than expected given the CEO flip flopping at Salesforce (though Salesforce is Totalitarian, to be fair)

Such is to say the board at WS has virtually no direct experience with a public CEO transition, and Alber has been sitting in the chair since 2010

Engage - what’s the nom committee plans - with only two directors, Anne Finucane and Scott Dahnke - to replace Alber at some point?

Fortrea

On the dangers of having your CEO as the only member of the board with CEO succession history - Tom Pike, the now gone CEO, had seen two transitions (one of which failed) at Martin Marietta Materials while on their board

Engage: No one on the board has had transition experience - they have an interim CEO and were clearly not prepared for the transition to begin with, they need to retain key executives going forward

Global notes

Active director with the most transitions: James Hance (8), Jim Kilts (8)

Director with the most fails: the Icahn family!  Brett Icahn at 4 transitions, ALL failed in one way or another

Jeff Stein at Ambac has one transition, but somehow managed to have three separate shareholder dissent flags (activist, engagement, votes against)

Finally, Roger Moore at Verisign has done 5 transitions, and 4 of them resulted in the CEO staying 3 years or less before leaving

Trade Wire - BUY/SELL

Top Stories:

CBRE Group’s COO Vikram Kohli received a one-time cash retention bonus of $1.45 million for not quitting. If the Company terminates Mr. Kohli without Cause or he resigns for Good Reason, there is no obligation to repay the Retention Bonus.

Ball Corporation announced that CFO Howard Yu is stepping down after less than two years at the job.

Hoawrd will receive severance benefits consistent with the Company’s previously disclosed executive severance policy: about $2.2M

Additionally, his outstanding time-based new hire equity award will continue to vest on its existing schedule.

His performance-based RSU and long-term cash awards granted in 2024 will continue to vest on a time pro-rated basis and subject to performance to ensure a seamless transition given his contributions during the performance period.

And finally the company said that it “appreciates Mr. Yu’s contributions during his tenure and wishes him the best in his future endeavors. The departure is not related to any disagreement with the Company on any matter relating to its accounting practices, financial statements, internal controls, or operations.”

The ‘Down to 2F’ trend continues: Nancy Tellem stepping down at Rocket Companies

On the other hand, there’s a woke power shift at Deckers Outdoor where Cindy Davis takes over as board chair from Mike Devine III. As the company itself already points out in its proxy statement, 2 of 3 committees are chaired by women and the 3rd is chaired by person of color Juan Figuereo.

The proxy also states that the board is “45% ethnically diverse” and “55% from underrepresented communities.” This is all to point out that ditching DEI because of a hateful, bloated President is not in fact a listing requirement. 

And finally, on May 21st, about a month after its 2025 proxy statement, Thermo Fisher Scientific announced a $60M retention equity award for CEO Marc Caspar “to secure his continued leadership through at least May 2030.”

On that same day, shareholders resoundingly rejected Thermo Fisher’s Say on Pay proposal: 65% NO

Pay Committee chair Dion Weisler (13% NO), R. Alexandra Keith (2% NO), James Mullen (2% NO), Scott Sperling (6% NO)

PROXY CAGE MATCH

Pitney Bowes has appointed activist investor and Pitney Bowes director Kurt Wolf as its new CEO: Wolf is the Chief Investment Officer of Hestia Capital Management, a hedge fund that owns approximately 9% of Pitney Bowes and has been instrumental in reshaping the company's board since 2023 due to concerns over performance.

He replaces Lance Rosenzweig, who was CEO since only 2024 and will serve as a consultant until September 2025.

HG Vora Capital Management, which owns about 5% of Penn Entertainment, has escalated its campaign for boardroom change by accusing CEO Jay Snowden of using the company's private jet as a "personal Uber service."

HG Vora is seeking to get three new directors elected to the board, though Penn has only put two up for nomination and says the third seat “does not exist” after it shrunk the size of its board from nine members to eight.

Rhode Island-based AstroNova is embroiled in a proxy cage match with Texas-based activist investor Askeladden Capital Management, which owns a 9% stake in the company

Askeladden has nominated five bro-candidates to replace the majority of AstroNova's six-member board, citing concerns over governance failures, strategic missteps, and declining shareholder value.

VOTE RESULTS TABLE 

Here are the highlights from 81 large-cap annual meetings over the past week:

55 total SHPs: and from only 31 companies, meaning 50 meetings had zero SHPs

15% (8) of these came from one company: Amazon

47 of 81: zero shareholder proposals and zero shareholder dissent.

Only 6 wins overall:

Say on Pay

THERMO FISHER SCIENTIFIC: 65% NO

Act by Written Consent

CDW Corp (51% YES)

But then why is Verisign, as an example, 6% YES?

Call special meeting (15%)

US Foods Holding Corp. (86% YES)

Declassification

Charles Schwab: John Chevedden, on behalf of James McRitchie (84% YES)

Phillips 66: MGMT Proposal: declassification 97% YES

Simple Majority vote

EPAM Systems (52% YES)

MARKEL GROUP INC. (71% YES)

7 “moral” victories (over 30%): 

Annual director resignations

Phillips 66 (33% YES)

Shareholder approval on excessive golden parachutes

TRAVELERS COMPANIES (42% YES)

Simple Majority vote

SOUTHERN CO (45% YES)

Shareholders ability to call a special meeting

HARTFORD INSURANCE GROUP (40% YES)

Act by written consent

EQUINIX INC (35% YES); also 40% NO to issue 3.3M shares

Independent board chair

JPMORGAN CHASE (37% YES)

The shareholder disconnects:

THERMO FISHER SCIENTIFIC Weisler 13% NO; 96% Average: Pay 65% NO

AMAZON COM: lowest 94% 22% NO Pay

The directors (over 20% not in a proxy cage match): only 4 higher than 20%, 0 over 30%; (about 800 directors: 0.5% over 20%)

PLAINS ALL AMERICAN PIPELINE: Christopher D. O'Leary (24% NO); George W. Off (26% NO)

Global Net Lease: P. Sue Perrotty 22% NO

FIRST BANCORP: Roberto R. Herencia 28% NO

Phillips 66 proxy cage match:

Company: A. Nigel Hearne (55% FOR); John E. Lowe (42% FOR); Robert W. Pease (55% FOR); Howard I. Ungerleider (47% FOR).

Elliott: Brian S. Coffman (52% FOR); Sigmund L. Cornelius (56% FOR); Michael A. Heim (53% FOR); Stacy D. Nieuwoudt (36% FOR)

The oddities:

The oddities:

Draftkings: board matrix disclosure 4% YES: The Comptroller of the City of New York

The Board believes that adopting the shareholder proposal would not be in the best interests of the Company or its shareholders and further believes that the Company’s existing skills and diversity disclosure and practices as to Board composition and recruitment achieve the objectives of the proposal.

the Board acts as a collective body, representing the interests of all shareholders. While individual directors leverage their experience and knowledge, we believe that Board decisions should reflect the collective wisdom of the group. Our disclosures are focused on emphasizing the collective strength of our Board.

We believe Ms. Mosley is qualified to serve on our Board due, among other things, to her extensive investment experience and background, including her experience serving as a member of the boards and committees of several large U.S. public companies.

CHARLES RIVER LABORATORIES INTERNATIONAL: report on non-human primates: PETA (8% YES) vs. TENET HEALTHCARE : strategies and programs for improving maternal health outcomes (5% YES): The New York State Common Retirement Fund

Phillips 66: annual director resignations 33% YES

ServiceNow: right to cure purported nomination defects 3% YES: James McRitchie

When reviewing one corporation’s advance notice bylaw, a Delaware judge noted that disclosures required of a nominating stockholder “would choke a horse.”

Mondelez International, Inc. (MDLZ) 5: 104,335,296/129,168,677/112,402,885/129,438,060/111,936,812 (about 12%)

Builders FirstSource: MGMT Proposal: Remove Limits on the Size of our Board of Directors 63% NO

Auditor dissent?!

THERMO FISHER SCIENTIFIC: Auditor 12% NO

The bullshit:

The Domino’s Pizza competing proposals dirty trick: where the board proposes a version of the shareholder's proposal that is slightly more onerous: in this case, 25% vs. 15% of shareholders having the the ability to call a special meeting:

Verisk Analytics: 25% (91% YES) vs. 10% special meeting (43% YES)

Equitable Holdings 25% (99% YES) vs. 10% special meeting (27% YES)

THE BIG VOTE PICKS

MATT

Netflix

So what is independence really?

Listing exchange (Nasdaq) says:

"Independent Director" means a person other than an Executive Officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

a director who is, or at any time during the past three years was, employed by the Company

a director who accepted or who has a Family Member who accepted any compensation from the Company in excess of $120,000 during any period of twelve consecutive months within the three years preceding the determination of independence

That doesn’t include SEC redefinition…

James Craigie, CEO of Church & Dwight, decision from SEC, was considered independent by 2019 after leaving the CEO role in 2015 but staying on the board

Board “affirmatively” determined that Craigie was independent and had no material relationship with company

The SEC said Craigie “failed to disclose” to the board a close personal friendship with an executive of the company

He was chair of the board at the time, they vacationed together

SEC defined it as “social independence” from the company - but ignored independence from other board members

5 of the 11 board members had been on the board when Craigie was CEO, then executive chair, the independent board member - two of them know him for almost 20 years in a board capacity

Free Float definitions

There’s social independence - lack of connections between directors that are clear and obvious through non profit and other board interlocks - and there’s demographic independence - lack of overlapping experiences or demographic connections, including CEOships, same or similar schooling, race/ethnicity, gender, age overlaps

There’s also the idea of joint probability - we measured for this show the probability that any director got on this board by chance - using connections between directors and work histories

Let’s focus on that for Netflix

Connections:

81% of the Netflix board is connected inside 2 degrees through other public boards and non profit boards alone

Leslie Kilgore was an employee under Hastings until for 12 years until 2012, joined the board right after retiring as an employee, has now been on the board for 13 years

Doesn’t qualify as independent in the UK, but what are the chances she feels like she’s Reed Hastings’ boss?

Jay Hoag is the lead “independent” director who’s been on the board since Clinton’s last year in office, 1999 - he was an original investor in Netflix and sits on 3 other active public boards

What are the chances you’re independent after 25 years on the board?  A quarter century?

Richard Barton was also a VC and investor, he’s been on the board since Bush Jr in 2002 - and at age 57, it means he was 34 when he joined the board when Hastings ran the company and was 41 - might as well be his father

Ann Mather has been there for 15 years and is a longtime tech board member - and is listed as a governance expert

TWO co-CEOs on the board - Ted Sarandos and Greg Peters, both brought up under Hastings

So with Hastings, that’s FOUR Netflix employees or ex employees and TWO early investors in Hastings on a 13 person board - literally half the board has basically worked for Hastings

Mather was is two degrees separated from Kilgore and Hastings, Hoag to Sarandos, Kilgore, and Mather, Dopfner to Mather, Sarandos, and Brad Smith

Even Strive Masiyiwa, who is on no other public boards and is from Africa, is connected to Hastings through the Gates Foundation/MSFT where they had overlapping people in common

Non profits - American Academy in Berlin, American Film Institute, Gates Foundation, and Academy Museum Foundation - is a source of connection between otherwise seemingly unrelated directors

Now Hastings is moving to be non-executive (in 3 years, it would qualify him potentially to be considered “independent”): On April 11, 2025, Reed Hastings informed the Company of his intent to transition from his executive officer position. Effective April 17, 2025, Reed Hastings will transition to serve as Chairman of the board of directors of the Company (the “Board”) and non-executive director.

Probability it’s random

77% of Netflix directors have a 0 or near 0 percent probability of being added to the board through random search - they are hand selected or have clear connections

It ranks in the top 10% of US large cap companies for how non-random the board is

The average company in Netflix sector at their size is 54% random (ie, we don’t know on paper the connections between directors)

Right now, we can’t account for Susan Rice - the newest director

Action Items

So who does a board stacked with non random, hand chosen people represent?  Investors?

From Nasdaq: “It is important for investors to have confidence that individuals serving as Independent Directors do not have a relationship with the listed Company that would impair their independence.”

Netflix is a dominant company, just announced a partnership with OpenAI to predict what you’ll want to watch, and Reed Hastings joined the board of Anthropic

It’s hard to want to vote out a director - but remember, this is the Reed Hastings show

What you want is a COUNTER BALANCE to Hastings as he transitions out - and having two CEOs and an ex exec on the board isn’t that, they’re just Hastings lite

Time to vote out Hoag (longest tenured) and Barton, and pick ONE CEO to be on the board - vote out Peters

Increase independence of directors as founder exits

Netflix SHP #5

The ask

Bowyer Research filed a SHP asking for a report on Charitable Giving and whether it discriminates against particular viewpoints.  

Without irony, they filed on behalf of… Oklahoma Tobacco Settlement Endowment Trust (TSET)

Isn’t a settlement fund from a lawsuit about tobacco designed to combat cancer by definition pretty woke??

Read the footnotes

The SHP cites the 2024 edition of the Viewpoint Diversity Score Business stating: “[it] found that 62% of some of the largest companies in America, including Netflix, support non-profits that are influencing public policy by actively attacking free speech and religious freedom.”

Case study in why the details should be differentiating in SHPs:

The report was written ostensibly by JeremyTedesco of the Alliance Defending Freedom, an anti ESG, anti DEI, religious group

On the advisory council is… Jerry Bowyer, founder of Bowyer Research - he cited basically his own report

Report heralds “wins” for viewpoint diversity that include being cited in two dozen shareholder proposals in 2023-24… in 2025, Bowyer was the only one to cite it, in 2023-24 it was NCPPR and Inspire Investing and other co-anti-wokers in a coordinated effort

Downloading the report - maybe I was the only one? - revealed the report… does not cover Netflix at all

The score itself is the most ESG report I’ve ever seen - it uses “Key Issues”, measuring “subjectivity” and “vague” language in policies, considers “reputational risk” to certain policy omissions and conduct, and loves to identify language that restricts viewpoints… like this at Adobe is bad: "Ads may not capitalize on or lack reasonable sensitivity towards any natural disaster, conflict, death, epidemic, pandemic, tragic event, or public fear."

Then uses public proclamations of religious tolerance, actual support to non-profits that promote “free speech”... like AdF Foundation and Alliance Defending Freedom”, and company policies on how employees can talk.

None of this research covered Netflix

Footnote 2 links to a website not associated with the text (Benevity is mentioned - a private company founded by Bryan De Lottinville - is NOT Double the Donation in the link founded by Adam Weigner), the rest are basically links to Robby Starbuck articles and Heritage Foundation collateral

The data

Netflix doesn’t actually donate much - the employees do - so the ask for Netflix to detail the company risks of charitable giving misunderstands how Netflix charitable giving works

So I pulled employee locations and data on the “most religious states” based on Pew Research polling to figure out what percentage of Netflix employees are likely to say religion is “very important in their lives”

80% of headcount is in California, where less than half the population views religion as very important

Overall, I estimate that 4,907 of Netflix’s 10,405 employees are religious based on a state by state headcount multiplied by the percentage of individuals who identify as strongly religious - that’s 47%

How many religious donation offerings would you expect where the MAJORITY of the staff isn’t religious?

I’ve spent too much time on this - vote no

Trade Wire - BUY/SELL

Top Stories:

Chipotle Chief Strategy Officer and former CFO Jack Hartung is joining the board of Tesla, where he will be greeted by his son-in-law–a non-executive, salaried employee of Tesla since  2016–and Elon’s brother Kimbal, who served on Chipotle board from 2013 to 2019. 

Here’s a good one at small cap company Luminar Technologies, following a Code of Business Conduct and Ethics inquiry by the Audit Committee of the Board of Directors, 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.

As a companion piece to the 2025 “down to two women on the board but nobody seems to care” theory, there are several companies now that are appointing male directors despite having only two women on the board, as an example:

Nutanix is comfortable with only two women as they replace retiring David Humphrey with Eric Brandt. With Eric, they now have two board members who were executives at Broadcom, a second director who also has experience being CFO, and a guy that already serves on four other publicly-traded companies so he understands how to schedule board meetings.

Likewise at Qorvo, Peter Feld joins a board with only two women. Peter represents the second director at Qorvo with experience at Marvell Technology

And at Live Nation Entertainment Trump administration toady Richard Grenell joins a 2-women Board; just this morning the new Live nation Entertainment director tweeted: “Left wing violence is out of control from Palm Springs, CA to Washington, DC. Leaders on the Left must speak up now. We all must focus on this growing Left wing violence problem.” Grenell is miraculously the acting president of the Kennedy Center for the Performing Arts despite no background in anything resembling “the Arts.”

Two influential directors are stepping down from their respective boards:

O’Reilly Automotive is losing Larry O’Reilly, consistent with the Board’s mandatory retirement age policy. Luckily for shareholders they have a spare O’Reilly in the trunk: that’s Larry’s brother David O’Reilly.

And at Paychex, founder, former CEO/Chair, and board member since the Carter Administration Thomas Golisano and his 63% influence is stepping down. That’s a lot of power up for grabs.

Finally, in executive pay news:

Bath & Body Works has a new CEO, Daniel Heaf, who will replace Gina Boswell. The total bill to shareholders is more than $17M: a golden hello of $5M and a golden parachute of $12M

And at Omnicom Group, Chair and CEO John Wren is giving up his $1M annual salary in order to get a massive pile of 4M options without performance-based conditions. This means that if the company can get back to its share price from only 6 months ago the CEO will have managed to make $120M.

PROXY CAGE MATCH

Phillips 66 and activist investor Elliott Investment Management each won two seats at the company’s annual meeting this week, capping one of the biggest proxy cage matches of the year and following months of increasingly bitter finger-pointing between the two sides.

The vote is significant because no activist at an S&P 500 company had successfully won a board seat in at least 15 years without support of one of the big three index funds—BlackRock, Vanguard, and State Street, While Elliott’s campaign was backed by prominent proxy advisory firms ISS, Glass Lewis, and Egan-Jones, Phillips 66’s top three passive investors all sided with the company.

The two Elliott nominees elected were Sigmund “Sig” Cornelius, who recently retired as the president of Freeport LNG, and Michael Heim, an operating partner with Stonepeak who also was a founder and president of the Targa Resources midstream pipeline giant.

On the Phillips 66 candidate slate, Robert Pease was reelected, and Harbour Energy COO Nigel Hearne was added to the board.

Victoria's Secret adopted a "poison pill" plan to block a potential takeover by Brett Blundy’s firm, BBRC International, unless all shareholders are fairly compensated. Starting May 29, shareholders will get rights that activate if anyone acquires 15% or more of the company, allowing them to buy shares at a discount and dilute BBRC’s stake, which is currently about 13%. After resolving past antitrust filing violations, BBRC is now allowed to increase its stake to 49.99%.

VOTE RESULTS TABLE 

Here are the highlights from 100 large-cap annual meetings over the past week:

Only 41 total SHPs: and from only 34 companies, meaning 66 meetings had zero SHPs.

In fact, 51 of 100 meetings had nothing happening: zero shareholder proposals and zero shareholder dissent.

Only 6 wins overall:

Say on Pay

Otis Worldwide: 61% NO

Simon Property Group: 53% NO

Simple Majority vote

Choice Hotels International: 97% YES

Alexandria Real Estate Equities: 84% YES

Celanese: 64% YES

Skyworks Solutions: 98% YES

13 “moral” victories (over 30%): 

Say on Pay

O-I Glass: 34% NO

Las Vegas Sands: 38% NO

Akamai Technologies: Stock Incentive Plan 41% NO

AIG: 35% NO

BlackRock: 33% NO

CVS Health: 41% NO

Shareholder approval on excessive golden parachutes

Vertex Pharmaceuticals: 37% YES

Simple Majority vote

Medspace Holdings: 31% NO

Shareholders ability to call a special meeting

Xylem: 46% YES

Act by written consent

CVS Health: 43% YES

Independent board chair

Colgate-Palmolive: 30% YES

Cummins: 41% YES

political contributions

Otis Worldwide: 40% YES

The shareholder disconnects:

Otis Worldwide: 61% NO on Pay; lowest director 93% YES/98% average YES

Alexandria Real Estate Equities: 27% NO on Pay; lowest director 91% YES

Las Vegas Sands: 38% NO on Pay; 6 of 9 directors between 10% and 18% NO

BlackRock: 33% NO on Pay; lowest 2 directors 92% and 96%

Motorola Solutions: 20% NO on Pay; lowest director 92% YES

CVS Health: 41% NO on Pay; lowest director 91% YES (97% average YES)

The directors (over 20%): only 17 higher than 20%, 2 over 30%, and 1 over 40% (about 900 directors: 2% over 20%)

WEX: James (Jim) Neary 31% NO; Melissa Smith 33% NO; Jack VanWoerkom 41% NO

Enphase Energy: Thurman John Rodgers 61% NO (classified board)

Haverty Furniture: 42% NO G. Thomas Hough

Universal Health Services: Maria Singer (49% NO; Class B & D)

Teleflex: All directors between 28% and 36% NO; (Say on Pay 27% NO)

Simon Property Group: Glyn F. Aeppel (37% NO); Larry C. Glasscock (30% NO); Gary M. Rodkin (27% NO); Peggy Fang Roe (27% NO); (Say on Pay 53% NO)

AIG: Diana M. Murphy 21% NO; Linda Mills 26% NO; James (Jimmy) Dunne III (~20% NO); (35% NO on Pay)

Molson Coors Beverage: Roger G. Eaton 21% NO

First Solar: Paul H. Stebbins 21% NO

APi Group: Carrie A. Wheeler 28% NO

Teradata: Michael P. Gianoni 26% NO

The oddities:

Auditor dissent?!

Elevance Health: 12% NO

American Water Works: 12% NO

First Solar: 13% NO

Align Technology: 10% NO

The bullshit:

The Domino’s Pizza competing proposals dirty trick: where the board proposes a version of the shareholder's proposal that is slightly more onerous: in this case, 25% vs. 15% of shareholders having the the ability to call a special meeting:

Align Technology: Management (65% YES) versus SHP John Chevveden (17% YES)

Akamai Technologies: 10% call a special meeting (51% YES/58,453,104) vs. 25% call a special meeting (52% YES/59,520,777)

THE BIG VOTE PICKS

MATT

The Wall Street Journal released a report on the Top 250 Board Directors

The 250 most influential and effective corporate directors who are set to serve on an S&P 500 board throughout 2025.

There is no definition of what is either influential OR effective

There is a methodology that focuses on a point system for individual attributes (like committees and roles), company performance, and a bonus for sitting on a lot of big boards

The methodology includes what seems like a random point system - the maximum number of points a director could hypothetically get is 23.25… because… it’s a number… 

But the important things to note is there are no real consequences in the list to underperforming, they value being a lead “independent” director or chair, they don’t care if the company is being sued, and they really like directors who are professional directors on lots of boards

So I compared the top 100 in their list to our data, this is what it looks like - and this is why we need to use analytics on directors

At a minimum, we should agree what a winning director is - can we agree that a winning director should pay the CEOs the least possible for the fewest controversies and highest sustainable returns?  Isn’t that the goal?

Here’s the top 100:

Some standouts:

#1 is Ed Philip of United Airlines - weird number 1?  I mean, 2 boards in our database, one totalitarian Canadian company and UAL where he has 8 years of tenure? Chair at the totalitarian company, nom chair at both… it’s such a nothingburger pick I have no idea what to say about it?  Bats .600 overall, below average TSR but average everything else?  It’s the most average choice ever

In fact, if I filter US large cap directors by those with:

>.500 TSR, earnings

>2 boards

No totalitarian boards

I end up with a whopping 144 directors before I get to the first from the top 100, Kevin Kennedy, who ranks #7

The point system is a liability for investors - John Koraleski (#26) got ALL of his points just from sitting on committees, and only debits for performance

In fact, 29 of the top 100 UNDERPERFORMED for company performance!

For Monica Lozano, despite getting the performance of Apple, 59% of her 28th place score was simply sitting on a lot of boards despite underperforming on the “company” component

Our data on the top 100:

Dictator friendly

27 of the top 100 sit on boards that are Totalitarian - including TOP DIRECTOR Ed Philip on the BRP board in Canada

For 6 of them, it’s their ONLY current board - immediate grounds for disqualification?

Highly influential, but not the highest

Average max influence is a whopping 13% with a min average of 8%

Single most influential board member of the top 100 is Tom Salice on Mettler-Toledo, ranked 64th

Long tenured

21 of them are more than 11 years, the “sweet spot” according to the methodology - and not independent in the UK

Not much emphasis on smarts, resume, or diversity

15% have advanced degrees

Only 11% went to elite schools

35% have been CEOs somewhere

The list is 74% white and 50% white men - while large cap US companies are only 40% white men

Highly networked bunch of “leaders”

51% have core industry knowledge at a board where they sit

82% have leadership experience (CEO, chair, LID)

72% are highly networked to their boards

2% have a direct economic stake in a company where they sit

Only 17% of the top 100 outperform on both earnings and TSR

Only 44% have paper “merit” - so more than half of the top 100 arguably don’t merit at least one board slot they have on paper

Mostly manufacturing and finance

As a group - 54% have a background in manufacturing or machinery, 39% have finance backgrounds

A whopping 2 have a background in engineering and technology - the top directors don’t actually have any knowledge of the oncoming onslaught of an AI future?

Super connected

Feature in 3,828 loops back to their own boards - that’s nearly 40 loops per person

There are a stellar 558 connections between these board members and their boards through the Partnership for New York City, and 513 through the Business Roundtable

Without core outcomes… high TSR, low controversies

Average of the top 100: 0.509 TSR, 0.427 controversies

But you can vote on some of them THIS WEEK:

Chevron - 4 directors in the top 100

Debra Reed-Klages

Marillyn Hewson

Wanda Austin

Wick Moorman

Exxon

Joe Hooley

Lowe’s

Marvin Ellison

Merck - 2 directors in the top 100

Tom Glocer

Pamela Craig

Allstate - a whopping SIX directors from the top 100

Donald Brown

Andrea Redmond

Monica Turner

Kermit Crawford

Maria Morris

Perry Traquina

Top 100 targets:

Of them, Donald Brown, Andrea Redmond, and Kermit Crawford failed to deliver more than .400 in TSR

Debra Reed-Klages is the most connected to her board at Chevron - 42% of the board she loops back to

Wanda Austin has the most powerful network, also at Chevron

Joe Hooley at Exxon is the only one to have sued his own investors (despite having been one at State Street)... speaking of Exxon

But let’s talk about Exxon quickly…

No SHPs mean you have to vote on directors instead

Jeff Ubben - underperforms on TSR, earnings, and carbon

He got the role on the board as an activist - and despite many board slots, he’s batting .371 on carbon, .250 on TSR, and .301 on earnings, the worst overall on the board

Ubben was called an “ESG proponent” when news broke he was joining the board, which was done in part to dilute influence from Engine No 1 directors

Ubben has no clear track record of being an ESG proponent in the data - maybe he talks about it? - but 4 years later, Exxon is on the REVERSE course - suing shareholders, rolling back targets

He’s arguably a carbon vote

Larry Kellner - underperforms… everywhere

Kellner of Boeing fame is also the worst performing director up for a vote this week for credit rating drops - 26 times across all boards he’s been on in the last 7 years, Kellner’s companies saw their credit rating at SP drop

Joe Hooley

Get the f out with suing shareholders as an ex shareholder

Trade Wire - BUY/SELL

Top Stories:

UnitedHealth Group CEO Sir Andrew Witty has resigned six months after UnitedHealthcare CEO Brian Thompson was murdered in New York City. In his place, former CEO and current Executive Chair Steve Hemsley will boomerang back into a role he originally vacated in 2017.

Steve will receive a golden hello again consisting of a one-time $60M option award. While the company claims there will be no additional annual equity awards during the first three years of Steve’s employment, there are no performance hurdles tied to this award meaning Steve could make a boatload of cash even if the stock market goes up independent of his work as CEO.

Lots of news at Kohls:

First, CEO Ashley Buchanan was terminated after an internal probe found:

He directed business to a vendor tied to his romantic partner (Chandra Holt).

The vendor received favorable terms and a multimillion-dollar consulting deal, which directly violated Kohls’ conflict-of-interest policy.

Ashley has been forced to forfeit his equity awards and must repay part of his $2.5M signing bonus.

Meanwhile, Kohl's Director and Compensation Committee Chair Christine Day resigned from the board on May 5, 2025.

Kohl’s initially claimed: “Ms. Day’s decision [to resign] was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.”

Day later sent an email (included in SEC filing) saying:

I want to stress my concern that this is an inappropriate way to handle this. All shareholders deserve the same access to the same information. [ . . .] and for us to not respond to ISS is not good governance. In the 8K filing, for my departure, it would not be accurate to say I have no disagreements with the board. Unfortunately I have been continually disappointed with the level of governance process. The 8k needs to reflect this.”

In another email she called out Board Chair Michael Bender: “There is no delegation to committees or chairs, Michael “handles” everything, maybe speaks to one person or 2, then “tells” everyone what the decision is. Some people know more than others leading to board members feeling alienated, out of the loop, and worse—developing a culture where real discussions rarely occur.”

In a meeting held yesterday (may 14), only 5% of Kohls shareholders said NO to Board Chair Michael Bender while 45% said NO on Pay while average director support was 92% YES

Tyson Foods named the chicken wings of Board Chair John H. Tyson to the board: that’s Olivia Tyson and John R. Tyson. You might remember John R, Tyson from such #-1 hits as “Pleading Guilty To A Charge Of Driving While Impaired” and “Public Intoxication And Criminal Trespassing After He Was Found Stripped Down To His Boxer Shorts And Sleeping In A Stranger’s Bed” and finally his sleeper hit called “I Lost My Job Last Year As CFO Because I’m a Criminal.”

John R. appointed Mr. Tyson to serve on the Strategy and Acquisitions Committee and Technology Committee. The good news here is that Daddy Tyson was smart enough not to put him on the Governance and Nominating Committee which does stuff like “review and recommend to the Board a Code of Conduct applicable to the Company” and ”identify, evaluate, and recommend individuals qualified to be directors of the Company” because in this case, he would not have been able to recommend himself. 

Despite being part of the controlling family, The Tyson children will be paid $315,000 annually like all other non-employee directors.

On May 3, 2025, in a story covered everywhere, Berkshire Hathaway CEO and Chair Warren Buffett decided he didn’t want to be CEO anymore, handing the baton to Vice Chair Greg Abel.

The Trump 2.0 Administration is stealing two more directors from the Free Float Analytics database:

Fiserv CEO and Chair Frank Bisignano has been confirmed as the Commissioner of the Social Security Administration

And FedEx lead independent director David Steiner is the new United States Postmaster General.

Steiner is the perfect brand of Trump 2.0 executive as he was somehow called lead “independent” director despite having served on the board for 16 years and amassing $15M of company stock. 

Moving over to egregious pay:

New Entegris CEO David Reeder starts with $410K cash/$11M equity, before even making a single decision other than “yes, I’ll take the job.”

Likewise, Western Digital’s new CFO Kris Sennesael starts with $2M cash; $10M equity

And MGM Resorts CEO William Hornbuckle gets a special one-time cash bonus of $8M merely for continuing to do his job as he signs a new employment agreement. I guess the old agreement was $8M short?

And lastly, in a trend we’ve been following closely called the “down to 2 uninfluential women on the board” trend of 2025, something I”m seeing as a quiet anti-DEI policy: Laela Sturdy steps down at UiPath, leaving only two women on the board with a combined influence of 2%.

PROXY CAGE MATCH

The big Proxy Cage Match is between Phillips 66 and Elliott Investment Management. In a nutshell, Elliott has nominated four directors, wants to split the CEO-chair role, and mandate annual director elections.

This week three proxy advisors who represent over 70% of  institutional votes weighed in on the May 21 meeting:

ISS and Egan Jones are saying YES to all 4 Elliot nominees: Brian Coffman, Sigmund Cornelius, Michael Heim and Stacy Nieuwoudt.

ISS said the nominees would dismantle Phillips 66’s “culture of complacency” and that Phillips CEO Mark Lashier’s dual role as chairman represents a “disconnect from shareholders.”

Glass Lewis, on the other hand, is saying yes to the men but not the woman: Stacy Nieuwoudt, a former senior energy and industrials analyst at Citadel

Phillips 66 is arguing that Elliott should back down from its push to break up the energy company because the activist investor is conflicted from a separate effort to acquire one of Phillips 66’s rivals, Citgo Petroleum

Citgo suitor Amber Energy is led by oilman Greg Goff, who revealed on April 9 that he bought $10M in Phillips 66 shares and was backing Elliott’s campaign. Phillips 66 called the conflict “concerning because Amber Energy’s executives are actively helping support Elliott’s case to undermine Phillips 66’s strategy.”

VOTE RESULTS TABLE 

Here are the highlights from 89 large-cap annual meetings over the past week:

Only 54 total SHPs: and from only 41 companies, meaning 48 meetings had zero SHPs.

In fact, 39 of 89 meetings had nothing happening: zero shareholder proposals and zero shareholder dissent.

Only 6 wins overall. And really, maybe only 5 because of Idexx:

Say on Pay

n/a

Simple Majority vote

ICU Medical: (85% YES)

Albemarle: (68% YES)

Shareholders ability to call a special meeting

LKQ Corp: (83% YES)

Transparency in Political Spending (Chevveden)

Teradyne: (51% YES)

Cboe Global Markets: (56% YES)

Other

Idexx Laboratories: Annual Election of Directors (92% YES); no recommendation from board

20 moral victories (over 30%): 

Say on Pay

Ally Financial: 37% NO

Albemarle: 31% NO

S&P Global: 31% NO

Shareholder approval on excessive golden parachutes

Illinois Tool Works: (33% YES)

CF Industries Holdings: (44% YES)

Capital One Financial: (44% YES)

Lockheed Martin: (41% YES)

T Price Rowe: (37% YES)

Simple Majority vote

WEC Energy Group: (41 % YES)

AbbVie: (49% YES)

Shareholders ability to call a special meeting

Prologis: (44% YES)

NVR: (30% YES)

NiSource: (35% YES)

Independent board chair

Prudential Financial: (35% YES)

Gilead Sciences: (36% YES)

Other

Baxter International: executives retaining significant stock (37% YES)

Don’t see this one too often: John Chevveden: a policy requiring the 5 Baxter named executive officers to retain a significant percentage of stock until reaching normal retirement age

Gilead Sciences: requesting a comprehensive human rights policy and human rights due diligence process (36% YES); Sisters of Mercy of the Americas; how? Pope love?

Intel: Shareholder Right to Act by Written Consent (31% YES)

United Parcel Service: reduce the voting power of UPS class A stock from 10 votes per share to one vote per share (38% YES)

Cadence Design Systems: Political Spending (44% YES)

The shareholder disconnects:

International Flavors & Fragrances: 15% NO on Pay, lowest director 94% YES

Ally Financial: 37% NO on Pay, lowest director (Fennebresque) 90% YES, all others 95% or higher

Valero Energy: 25% NO on Pay; all directors over 92%; 0 SHP

GE: 29% NO on Pay; all directors over 92%

Intel: 28% NO on Pay; lowest director (Sanghi) 88% YES, all others 90% or higher

Albemarle: 31% NO on Pay; all directors at least 94%

S&P Global: 31% NO on Pay; all directors at least 95% YES

The directors (over 20%): only 17 higher than 20%, 2 over 30%, and 1 over 40% (about 900 directors: 2% over 20%)

CME Group: Nominating Committee Chair Phyllis Lockett (41% NO)

Expeditors International of Washington: James M. DuBois (30% NO), Brandon S. Pedersen (36% NO), Olivia D. Polius (29% NO)

Paycom Software: Henry C. Duques (21% NO)

Danaher Corporation: John T. Schwieters (29% NO), Teri List (22% NO), A. Shane Sanders (25% NO), Raymond C. Stevens (21% NO)

Ecoloab: John Zillmer (23% NO)

United Parcel Service: W. Johnson (27% NO); Moison (22% NO); Stokes (22% NO); Warsh (21% NO); K. Johnson (20% NO)

All 7 others at least 10%

Cadence Design Systems: Adams (20% NO)

Ford Motor: Kennard (20% NO) 

Ares Capital: Kelly (29% NO); Siegel (32% NO)

CSX: Zillmer (25% NO)

The oddities:

Auditor dissent?!

Edwards Lifesciences: 12% NO on Pay; 10% NO on Auditor

Ecoloab: 11% NO on Pay; 13% NO on Auditor

Service Corp International: 12% NO on Pay; 12% NO on Auditor

Idex Corp: 13% NO on Pay; 13% NO on Auditor

Stryker Corporation: 8% NO on Pay; 10% NO on Auditor

The bullshit:

I’m calling this the Domino’s Pizza competing proposals dirty trick: where the board proposes a version of the shareholder's proposal that is slightly more onerous: in this case, 25% vs. 15% of shareholders having the the ability to call a special meeting:

DT Midstream: Management (86% YES) versus John Chevveden (35% YES)

Floor & Decor Holdings: Management (96% YES) versus John Chevveden (40% YES)

The “require vote of 80% of outstanding shares” management proposal scam:

Eli Lilly and Company:

eliminate the classified board structure (87% YES of shares voted)

eliminate supermajority voting provisions (86% YES of shares voted)

AbbVie: eliminate supermajority voting (99% YES)

THE BIG VOTE PICKS

MATT

If you’re voting proxies and you’re a pension fund, you own every one of these companies.

Let’s focus on the large cap more than $50bn - about 20 companies

Amazon.com, Inc. NASDAQGS:AMZN $1.32T

Amgen Inc. NASDAQGS:AMGN $243B

DuPont de Nemours, Inc. NYSE:DD $56.8B

EOG Resources, Inc. NYSE:EOG $70.3B

Honeywell International Inc. NASDAQGS:HON $174B

JPMorgan Chase & Co. NYSE:JPM $453B

McDonald's Corporation NYSE:MCD $240B

Mondelez International, Inc. NASDAQGS:MDLZ $92.3B

NextEra Energy, Inc. NYSE:NEE $163B

Northrop Grumman Corporation NYSE:NOC $87.5B

Phillips 66 NYSE:PSX $51.2B

ServiceNow, Inc. NYSE:NOW $121B

Southern Copper Corporation NYSE:SCCO $60.8B

The Charles Schwab Corporation NYSE:SCHW $150B

The Home Depot, Inc. NYSE:HD $374B

The Southern Company NYSE:SO $90.2B

Thermo Fisher Scientific Inc. NYSE:TMO $324B

Verizon Communications Inc. NYSE:VZ $151B

Zoetis Inc. NYSE:ZTS $100B

The goal here is to focus on outliers:

Market

1 Yr TSR - only JPM, MCD, NOW, and SCHW beat the SP500 in 1 year, which makes 

5 Yr TSR - JPM, SCCO, NOW, EOG, SCHW

Basically everyone is a target - no one really outperforming

Which leaves… people

I highlighted every director of the group that underperformed on any two measures (earnings, TSR, carbon, controversies) AND TSR + 1 (as in, there are directors who underperform on earnings and carbon and TSR), where underperform is defined as less than .400 on 2 or more boards over 3 or more years

Add in connected boards and one company stands out - Verizon

Verizon board

11 members, one of whom is Hans Vestberg (CEO) who featured as a big underperformer on the Blackrock board last week

Some easy wins:

Dan Shulman and Laxman Narasimhan are connected to 64% of the board each - almost entirely through non profit and trade group connections, dark connections between directors

Roxanne Austin is on 4 boards actively - and is chair of the audit committee at VZ

Inside intel talk time: the audit committee is by far the most time consuming committee - it has two to three times as many meetings and we’ve heard that the board book given to the members is twice as thick (from 100-200 pages to 300-400 pages)

The committee is by far the most informed about the financials and works closely with the auditors, but they aren’t influential necessarily for long term strategy - audit committees are usually reserved for the nerds among them

Here’s a startling piece of data: in the US, there are 9,970 audit committee members (chairs + members) - 1,113 (11%) of them are on MORE THAN ONE audit committee (multiple boards audit committees)

Shockingly, 11 directors are on FOUR audit committees - with an average meeting number of 11 per year, that’s 44 audit meetings per year and probably ~3,300 pages of financial reports

Of those, 263 (23%) of them are on multiple audit committees WITH THE SAME AUDITOR

Guess who’s on that list: Roxanne Austin, who’s on Verizon, Abbvie, and Crowdstrike’s audit committees - with EY the auditor at both Verizon and Abbvie, CHAIRING Verizon and Crowdstrike

Guess who else is on multiple audit committees - TWO of the other VZ audit members, Clarence Otis and Shellye Archambeau

Shellye is another of the 263 audit committee members on two audit committees with the same auditor - VZ and Okta use EY

Otis has been on the board for 19 years, as well - and was Lead “Independent” director until this year, when he was replaced by Dan Shulman, the most connected director with the current CEO Vestberg

CEO Vestberg we covered at Blackrock as:

Vestberg [...] flatly underperform[s]

Verizon’s board has returned a .388 in TSR as a group, and .264 controversies - this is a deeply underperforming board with ZERO directors batting above .500 on TSR or controversies despite only TWO of the directors being on just the Verizon board - this is pattern and consistent

70% of the Verizon board has a background in economics - and only 40% have communications backgrounds?

Included in the 70% are… Dan Shulman, Hans Vestberg, Clarence Otis, Laxman Narasimhan, and Roxanne Austin

If we look at pure performance? Vittorio Colao and Laxman Narasimhan are the two worst on TSR, and Clarence Otis is the most expensive - he cost Verizon shareholders $508 per .001 in TSR batting average

There is a case to be made that you could vote against MOST OF THIS BOARD, but your layups:

Clarence Otis

Dan Shulman

Laxman Narasimhan

Roxanne Austin

Alternate:

Hans Vestberg