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

Some mysterious director NO votes

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

A dude wants to control Victoria’s Secret

The ongoing disappearance of shareholder proposals

Matt’s halloween director roundup

Trade Wire - BUY/SELL

Top Stories:

proxy countdown_trade wire_2025 - Google Sheets

Tracking Noteworthy 8-Ks since October 8th:

DIrector comings and goings:

Men added: 

Men subtracted: 

Women added: 

Women subtracted: 

Stick to 2F

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

Down to 2F:

Down to 1F:

Stupidities/Oddities:

TEXTRON INC (TXT)

appointed Lisa M. Atherton CEO/director

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

former CEO Scott C. Donnelly will become Executive Chairman

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

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

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

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

Michael Montoya resigned as director but then Michael Montoya appointed CTO

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

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

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

CNA FINANCIAL CORP (CNA)

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

CEO Douglas M. Worman will become Chair

TEXAS INSTRUMENTS INC (TXN)

Richard K. Templeton resigning as executive chairman

CEO Haviv Ilan appointed as executive chairman‍ ‍

NEOs

CEOs

Money

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

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

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

PROXY CAGE MATCH

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

Pushing Brett Blundy, who runs BBRC

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

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

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

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

VOTE RESULTS TABLE 

SANFILIPPO JOHN B & SON INC (JBSS)

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

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

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

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

10 votes per share

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

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

1 of 7 Sanfilippo/Valentines is a woman

Stock was $125 in 2023, currently $68

James River Group Holdings, Ltd. (JRVR)

99% avg YES

37% NO Pay

3% NO last year

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

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

SOCIETY PASS INCORPORATED. (SOPA)

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

all other directors 99% yes

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

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

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

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

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

Retired Deputy Commissioner, New York City Police Department

99% YES last year

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

Next lowest was 3% NO

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

Stock was $99 in 2022, currently $0.95

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

Recorded 72 meetings since October 8th:

TWO SHPs

CINTAS CORP (CTAS)

call for a special shareholder meeting 45% YES

PROCTER & GAMBLE Co (PG)

plastic packaging 14% YES

THE BIG VOTE PICKS

DAMION

Upcoming Meetings November 10-

AGM Date

Company

SHPs #

Notes

11/11/25

IDT Corp

0

11/12/25

Jack Henry & Associates

1

Call special meeting

11/12/25

Viavi Solutions

0

11/12/25

Adtalem Global Education

0

11/12/25

Extreme Networks

0

11/12/25

BGC Group

0

11/12/25

Automatic Data Processing

0

11/13/25

Estee Lauder

0

11/13/25

Axos Financial

0

11/13/25

Coherent Corp

0

11/13/25

Broadridge Financial Solutions

0

11/13/25

Tapestry

0

11/14/25

Fox Corporation

2

Improve executive compensation program AND simple majority vote

11/14/25

Sysco

1

Separate CEO/Chair

Matt

ZOMBIES

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

Because the undead can’t be killed

2024 Update:

Building a multi year zombie board

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

AO Smith’s Michael Larsen, 39.6% FOR

Boston Beer’s Meghan Joyce 49.7% FOR

2025: Which boards have the highest zombie influence?

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

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

Netflix

Jay Hoag, 21.5% FOR, 6% influence

Second time he’s been voted out this decade

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

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

Tripadvisor

Greg Maffei, 30.7%, 9% influence

Jeremy Phillips, 43.2%, 5% influence

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

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

KRAKENS

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

US director only for this

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

TOP DIRECTORS:

Patricia Russo

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

Boards of…

GM

Merck

HP

KKR

Mark Weinberger

25 connections

Boards of…

J&J

JPM

Metlife

Alex Gorsky

22 connections

Boards of…

Apple

IBM

JPM

Most over the top Kraken duos

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

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

Mark Weinberger sits between them in two of their paths

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

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

Corporate Krakens

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

IBM - 125 total tentacles

GM - 125 tentacles

JPM - 112 tentacles

Merck - 110 

Chevron - 103

DOW - 97

Northrop - 93

Target - 92

MUMMIES

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

Just wrap them up and put them in the corner

There are 255 of them actively on boards

35 of them are lead “independent” directors!

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

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

Steve Odland, General Mills, 2% influence

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

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

Simon Lorne, Teledyne, 3.8% influence

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

Ex Munger Tolles lawyer

Bill Grabe, Gartner, 8% influence

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

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

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

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

Bill Miller, Cummins, 9.9% influence

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

Chairs Comp committee

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

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

VAMPIRES

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

Ancient AND blood sucking

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

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

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

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

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

FRANKENSTEIN

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

Every good zombie movie ends with the zombies winning?

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

Daniel Hume: 58.9% FOR

Sagar Lonial: 54.1% FOR

Yann Echelard: 58.6% FOR

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

2024 vote: 48.8% FOR - voted OUT

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

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

That’s the Proxy Countdown for the week of November 3, 2025. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAids