CEO succession risk, plus Mangless vs. Zevra lessons, and UnitedHealth’s investor confidence

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PROXY COUNTDOWN

Free Float Media, Inc.

61 episodes

1 week ago

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

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CEO succession risk, plus Mangless vs. Zevra lessons, and UnitedHealth’s investor confidence

PROXY COUNTDOWN

51 minutes 6 seconds

5 months ago

CEO succession risk, plus Mangless vs. Zevra lessons, and UnitedHealth’s investor confidence

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

PROXY COUNTDOWN