WSJ’s Top 250 directors, plus Exxon’s vote, Elliott’s win, and Tesla’s new director

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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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WSJ’s Top 250 directors, plus Exxon’s vote, Elliott’s win, and Tesla’s new director

PROXY COUNTDOWN

50 minutes 9 seconds

6 months ago

WSJ’s Top 250 directors, plus Exxon’s vote, Elliott’s win, and Tesla’s new director

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

PROXY COUNTDOWN