Surveys: directors want you to vote them out, plus a vote out at John Wiley and female replacement theory

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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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Surveys: directors want you to vote them out, plus a vote out at John Wiley and female replacement theory

PROXY COUNTDOWN

53 minutes 42 seconds

1 month ago

Surveys: directors want you to vote them out, plus a vote out at John Wiley and female replacement theory

The silent female retreat The not-so-secret power of the lead independent director An aggressive activist atmosphere is heating up A college professor in a bow tie gets voted out And on the Big Vote, Matt talks Surveys Trade Wire - BUY/SELL Top Stories: proxy countdown_trade wire_2025 - Google Sheets Tracking Noteworthy 8-Ks since September 24th: DIrector comings and goings: Men added: 22 Men subtracted: 7 Women added: 6 Women subtracted: 5 Down to 2F: Fannie Mae: Karin Kimbrough resigned Down to 1F: F&M BANK: Daphyne S. Thomas retired Rocket Companies, Inc. (RKT): Jennifer Gilbert resigned; appointing Mr. Jay Bray to serve as a Class II director and Mr. Tagar Olson to serve as a Class I director Pitney Bowes: Milena Alberti-Perez resigned (Julie Schoenfeld resigned in July) Stupidities/Oddities: IDEXX LABORATORIES INC /DE (IDXX) elected Karen Peacock Ms. Peacock will stand for election by stockholders as a Class I Director at the Company’s 2027 IonQ, Inc. (IONQ, IONQ-WT) appointed John W. Raymond General Raymond was appointed as a Class I director whose term will expire at the Company’s 2028 Annual Meeting of Stockholders Rocket Companies, Inc. (RKT) appointing Mr. Jay Bray to serve as a Class II director until 2028 Mr. Tagar Olson to serve as a Class I director until 2027 F&M BANK CORP: Daphyne S. Thomas: Upon reaching the mandatory retirement age, Ms. Thomas became an honorary director and will continue to function as such until she tenders her resignation to the board or until the board requests that she tender her resignation. Under Section 2.11 of the Bylaws, an honorary director may attend board meetings but is not entitled to vote. NEOs Disney: Sonia L. Coleman, the Company’s Senior Executive Vice President and Chief Human Resources Officer, changed title was to Senior Executive Vice President and Chief People Officer increased Ms. Coleman’s annual base salary to $1,000,000; increased her target annual bonus opportunity to 175% of her base salary; and increased her target long-term equity incentive annual award value to 375% of her base salary CEOs COMCAST CORP: Michael J. Cavanagh will be appointed Co-CEO along with current CEO and Chair Brian Roberts, the son of Comcast founder Ralph Roberts VERIZON COMMUNICATIONS: lead director Daniel H. Schulman succeeding Hans E. Vestberg Money Norfolk Southern: One-time cash retention to all NEOs Mark R. George—$4,000,000; Jason A. Zampi—$2,250,000; John F. Orr—$3,000,000; Claude E. Elkins—$2,000,000; and Anil Bhatt—$2,000,000 Pepsi CFO Golden Hello: $9M Strategy Inc: increase to the annual cap for the security program maintained for Michael J. Saylor, Executive Chairman/former CEO/co-founder, under which the Company covers certain security-related costs. Previously, the annual cap for this program was $1,400,000; effective in calendar year 2025, the cap will be increased to $2,000,000 Dell Technologies: one-time performance-based stock option award to COO Jeffrey Clarke valued at $132.4M CSX CORP: appointed Stephen Angel as CEO; $10.1M golden hello PROXY CAGE MATCH Activist investors launched a record number of new campaigns in Q3, with 61 new campaigns, up sharply from 36 a year earlier. Barclays’ new data show that activism is accelerating globally, with a 90% quarter-on-quarter increase in the U.S. Year-to-date figures indicate nearly 191 campaigns targeting 178 companies, with activists securing 98 board seats and driving approximately 25 CEO departures thus far Japanese game company GungHo Online Entertainment, has rejected a proposal from activist investors to dismiss its longtime CEO Kazuki Morishita The proposal was put forward by Strategic Capital, a Tokyo-based investment fund which controls over 11% of GungHo’s voting rights. During an extraordinary shareholders’ meeting held at its request on September 24, the activist pushed for: 1) the requirements for ousting an executive to be relaxed 2) for Morishita to be fired from his position as CEO. While the first proposal was accepted, the attempt to remove Morishita failed, not gaining enough votes from majority shareholders. Irenic Capital Management, which owns about 2% of Workiva, wants board and governance changes: Specifically, the hedge fund is urging the company to collapse its dual-class share structure, make all board members stand for election every year and add two newcomers, including Irenic executive Krishna Korupolu, to the board. The hedge fund also expressed considerable concern about the company's governance, noting that five of its seven directors have served on the board since 2014. Acadia Healthcare has appointed Todd Young as CFO, amid growing pressure from activist investors Khrom Capital and Engine Capital — which together own more than 8% of the company VOTE RESULTS TABLE Freedom Holding Corp. (FRHC) 0 SHP classified; Philippe Vogeleer 99.2% FEDEX CORP (FDX) 1 SHP: independent board chairman 43% yes 97% yes; Smith 10% NO 37% NO pay PAUL S. WALSH (CHAIR) 94% Silvia Davila 97% Susan Patricia Griffith 98% Amy B. Lane 99.5% Susan C. Schwab 96% GENERAL MILLS INC (GIS) 2 SHP Regenerative Agriculture Practices Within Supply Chain 27% YES Separate the Board Chair and CEO Roles 36% YES avg 97% YES RPM INTERNATIONAL (RPM) 0 SHP 99.7% YES Craig Morford; 9/12 up for election as company in process of declassification CARPENTER TECHNOLOGY CORP (CRS) 0 SHP Classified at John Wiley & Sons: 54% said NO to Governance Committee Chair Brian Hemphill The Board, upon recommendation of the Governance Committee, determined not to accept Mr. Hemphill’s resignation: “The Board concluded that the voting outcome reflected proxy advisory firm recommendations unrelated to Mr. Hemphill's individual performance or contributions. The Board determined that Mr. Hemphill's continued service is in the best interests of the Company and its shareholders” THE BIG VOTE PICKS DAMION Upcoming Meetings September 29- AGM Date Company SHPs # Notes 10/13 MillerKnoll Inc 0 Classified: 3 dirs 10/14 Procter & Gamble 1 As You Sow: Plastic Packaging 23% 10/16 Medtronic 0 Irish 10/16 CACI International 0 no Say on Pay; 3 directors Matt SURVEY SEASON Executives PwC Board Effectiveness Survey - August 2025 All NEOs, ~500 of them Biggest representation in tech/media (23%) Mostly mid (35%) and large (26%) companies Directors PwC Annual Corporate Directors Survey - October 2025 More than 600 directors surveyed Mostly mid cap (33%) and large cap (37%) Mostly men (65%) - and no question about race/ethnicity Mostly longer tenured (6+ years, 56%) Asset Owners Morningstar’s Voice of the Asset Owner Survey 2025 - October 2025 500 asset owners, 19tn in assets Mostly EU and APAC, 20% US Mostly 1-100bn in assets SURVEYS SAY… How important is voting out a director? Executives: 93% of executives say at least one director should be replaced, 78% say 2 or more Directors: 55% think AT LEAST ONE should be replaced, and 7% of directors - nearly 1 in 10 - think MORE THAN TWO directors Investors: 35% said they voted - IN EITHER DIRECTION - at all To put that in perspective, investor voter turnout is roughly equivalent to voter turnout in Syria (37%) Are boards any good? Executives: 35% of executives rate their boards as “excellent” or “good” IT executives think their boards are the WORST - only 21% think they’re effective at all, and 40% think they’re straight up “Poor” Directors: 68% of board Boards think they have an effective assessment process Investors: only 35% of investors said board composition was material AT ALL, much less worrying about how effective those boards were Are we culling directors that suck? Executives: 50% of executives feel confident a board will remove an underperformer Directors: 34% of directors think the chair/lead director is “very effective” in dealing with underperforming directors - the lowest of the options Investors: Only 35% even VOTE, and the average vote for a director is 96% in favor - 0.2% of directors annually are voted out Why aren’t we cutting directors exactly?? Executives: 57% said “Board leadership is unwilling to have difficult conversations with underperforming directors”, while 48% say “Individual director assessments are not performed” This checks out - only 27% of directors said as part of the assessment process, they did individual assessments ACTION ITEM: USE DATA TO DO INDIVIDUAL ASSESSMENTS Directors: The main reason why they haven’t been replaced is “personal relationships with board members” Investors: Only 35% even VOTE, but 52% do vote on shareholder resolutions - maybe if there was a shareholder resolution that said “do a report on individual director assessments, focusing on old, long tenured, underperforming directors”, they might actually approve a report on it since they won’t vote against a human? What makes a sucky director? Executives: advanced age, overboarding, long tenure, and unprepared for meetings When asked what a coaching a board chair should give underperforming directors: 36% say “not actively participating in discussions”, and 33% say dominating discussions Directors: “does not meaningfully contribute to discussions” and “long tenure” Investors: only 14% of asset owners find it “very useful” to do stewardship, which includes voting proxies, and 16% said they “don’t know” if it’s useful - the only time we see votes against consistently is for attendance and overboarding (like SUPER overboarding) What’s the most important issue? Executives: Executives are asking boards to spend more time… on ESG? 50%, the highest overall ask. What keeps them up at night is talent management (18%) Directors: 34% said they plan on adding “industry expertise” - which suggests 1 in 3 boardrooms might have none? Investors: Business ethics remains number 1, and is the TOP RANKED material issue of every issue they asked - 68% of asset owners agreed What do boards need? Executives: 37% said more education Directors: 45% said more education Investors: Not asked because they don’t care Other fun survey tidbits… Only 15% of executives think the board has sufficient gender/racial/ethnic diversity, while… 25% of directors thought they could improve the board by seeking “more diverse viewpoints” Boards think - at a 94% plus rate - their interactions with management were very or somewhat effective, including “developing relationship with management outside of the boardroom” So what do you do with this, investors? Executives WANT YOU TO VOTE OUT DIRECTORS Directors ALSO WANT YOU TO VOTE THEM OUT ACTION: VOTE OUT DIRECTORS - find underperformers, long-tenured or over-aged directors and swap them - only directors care about “collegiality”, executives don’t care because they need diverse viewpoints ACTION: Stop obsessing over shareholder proposals - they don’t matter nearly as much as you think they do investors Directors themselves seem like they don’t have enough expertise on the industry where they’re a director, and investors are worried directors are in it for themselves (ethics) while executives need them to think about exogenous risk (ESG) ACTION: It’s time to marry skills of directors to companies, looking for the exogenous long term risks facing an industry - use data to find them! ACTION: Don’t ask about AI skills on the board, they have to manage ALL exogenous risks over the long term, AI among them - when you myopically focus on just one, you miss the next wave of risk

PROXY COUNTDOWN