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PROXY COUNTDOWN SCRIPT
<THEME MUSIC>
This is Proxy Countdown. Welcome to the big show for the week of October 28, 2024 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:
Compensation Committee shenanigans at Corpay
Ross Stores unloads the money truck for a guy who sells boots
Bi-polar voters at Neogen
One less Schmuck at Consumers Bancorp
And on the Big Vote, a halloween special data dive: zombies and the almost dead
<TRADE WIRE BUMPER>
Trade Wire - BUY/SELL
Top Stories:
Kenneth M. Fisher has joined the board at APA Corporation. Ken is a Certified Public Accountant; the CFO at ChampionX; and former CFO at Noble Energy. One of his new roles at APA will be joining the board’s Cybersecurity Committee. As if to say, does any of this really matter in the first place?
The most powerful woman on the board of Entergy Corporation, former Arkansas Senator Blanche Lincoln. She was Entergy’s longest-tenured director and stepped down with 11% influence. Blanche’s sister Mary Lambert directed Madonna’s “Like a Virgin” video in 1984.
The Compensation Committee at Corpay has modified its CEO’s 2021 option award. Ronald Clarke originally received the $56 million option award in 2021 from a Compensation Committee chaired by Thomas Hagerty.
For roughly two-thirds of the award to vest, Corpays share price needed to be at least $350 for 10 consecutive trading days. The remaining third would vest if the share price hit $400.
On Monday, October 28th, as Corpay’s share price coincidentally hit $351, the Compensation Committee announced that two-thirds of the award would vest if Corpay’s stock price hit $350 “for at least 3 trading days by December 31, 2024.” That’s it. Not 10 days. And not even 3 consecutive days. Just 3 days. They also canceled the remaining part of the award that was now impossible: hitting a share price of $400. And went on to say that “the CEO agreed to forgo any new equity grants in 2025.” Which suns heroic until checking the proxy statement and realize that his equity award was $1.4M in 2023 and $0 in 2022.
According to the filing, “The modified performance option award was approved by the Compensation Committee of Corpay, which is composed entirely of entirely of independent directors.” That is verbatim from the filing. And the reason why they probably stuttered at that point and got flustered was because they knew that the Compensation Committee was not ethically independent. Compensation Committee member Thomas Hagerty has served with CEO Ronald Clarke on the board of Dayforce since 2018, where they both serve together on Dayforce’s Compensation Committee. A third member of Corpay’s board, in fact, has served with them at Dayforce since 2018, Gerald Throop, Dayforce’s so-called Lead independent Director.
OpenTable CEO Debby Soo joins The Kraft Heinz board. A positive move considering only 17% of current Kraft Heinz influence is female.
A leadership transition is underway at Ross Stores, where former Boot Barn CEO James Conroy will replace Barbara Rentler as CEO
Who’s not leaving is former CEO and current Executive Chair Michael Balmuth, the man with the most influence on the board of Ross Stores. Barbara, too, will continue to be paid for a while, she will continue as an employee of the Company, and will serve as a Senior Advisor for the remainder of her employment term, through March 31, 2027.
The new CEO’s golden hello award includes stock granted on his start date worth $8M; a sign-on cash bonus of $7.625M, another initial stock award worth $32.2M; a relocation bonus of $800,000; temporary housing; and travel and relocation benefits.
And lastly, at Morgan Stanley, CEO Ted Pick will officially become board chair on January 1st. At that time, former CEO and Chair James Gorman will be named Chairman Emeritus and as a non-employee advisor to the Company for an annual fee of $400,000, continuation of current health benefits, access to a car and driver, office and administrative support for Company business, and rights with respect to the indemnification and advancement of expenses of directors and officers of the Company, despite the fact that he will neither a director or an officer of the company.
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
Activist Investor Legion Partners has increased its stake in Five9 and is pushing for a board seat and cost-cutting measures. The Five9 board is controlled by CEO Mike Burkland (35%) and Lead Independent Director David Welsh (15%) who has been a board member twice, starting in 2005, and then another tenure starting in 2011.
Corvex Management LP has taken a stake in Fortrea Holdings, a clinical trials management company that was spun out of Labcorp Holdings. Activist investor Starboard Value disclosed its stake in the company last year. Fortrea’s board notably consists of only one female director, Machelle Sanders, who has 2% of total board influence.
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
Moving over to our vote results table, the winners of the week are Robert Lisicki and Arnout Ploos van Amstel at Zura Bio Limited: 99.97% supported their election to the company's board.
51% of the vote rejected Say on Pay at Neogen Corporation. Frankly, it’s hard to see what changed in the company’s pay plans over the last year when shareholders overwhelmingly approved Pay with 97% support.
Let’s talk about Consumers Bancorp
First of all, there were almost as many non-votes (approximately 850,000) as there were For votes (about 1.2 million). Maybe shareholders should get off the couch?
And Second of all, Harry W. Schmuck Jr. retired as a member of the Board.
Really? Schmuck is bad enough but Harry Schmuck? What is happening here? And he’s a junior?? His dad, also called harry Schmuck, wanted to keep that legacy going? Why?
And finally, nothing much going on at the only two large cap meetings last week: shareholders are perfectly content across the board at Bio-Techne and Parker-Hannifin.
<THE BIG VOTE BUMPER>
THE BIG VOTE
HALLOWEEN
North America/90+/at least 10% influence & most influence
The old guy who really knows real estate
Milton Cooper (95): Kimco Realty (45%)
Founder, former CEO, former Chair, director since 1991
Serves with Philip E. Coviello (80) on Kimco and Getty Realty (25%)
-18% gender gap
-16% gender gap
The Williams
William Stiritz (90): Post Holdings (31%)
6 other directors over 70
Robert Vitale (22%) is next
-16% gender gap
William Stinson (90): Westshore Terminals Investment Corporation (37%)
Also Canfor Corporation (6%)
M. Dallas H. Ross (16%) is next
One woman (6%); -7% gender gap
Old and majority control
Warren Buffett (92): Berkshire Hathaway (67%)
-19% gender gap
Howard Graham Buffett (69; 5%)
Susan A. Buffett (69; 3%)
Joseph Field (92): Audacy (74%)
-20% gender gap; 2 women
David J. Field (61; 16%)
Oldest
George Joseph (101): Mercury General (75%)
-24% gender gap
Joshua Eric Little (52; 7%)
The only female power
Ellen Gordon (91): Tootsie Roll Industries (85%)
Virginia L. Gordon (70; 11%)
Family keepsakes
Bernard Saul (90): Saul Centers (14%)
Chairman, Chief Executive Officer and Director since June 1993
3 other directors in 80s
Andrew Saul (57%)
-2% gender gap
Bruce Gottwald (90): NewMarket Corporation (18%)
Thomas E. Gottwald (75%)
-27% gender gap
Rocco Ortenzio (90): Select Medical Holdings (41%)
Rocco Ortenzio (66; 43%)
-18% gender gap
Honorable mentions
Claudio Xavier Gonzalez Laporte (91)
Kimberly-Clark de Mexico, S.A.B. de C.V. (13%; Former CEO)
ALFA, S.A.B. DE C.V. (10%)
GRUPO CARSO, S.A.B. DE C.V. (7%)
Grupo Mexico, S.A.B. de C.V. (6%)
Louis Sullivan (90);
Emergent Biosolutions (Pay Committee chair and Audit Committee member)
United Therapeutics (Pay & Nom committees)
MATT
ZOMBIES
Directors with <50% FOR votes in 2024 who stayed on the board anyway
Because the undead can’t be killed
Which boards have the highest zombie influence?
Ingles Markets, 4% of influence
Ernest Ferguson
John Lowden
Boston Beer Company, 9% of influence
Phaedra Chrousos
Paul Sekhri
AO Smith, two women with 11% influence
Ilham Kadri
Vicki Holt
Akero Therapeutics, 21% of influence
Seth Harrison
Yuan Xu
TG Therapeutics have 3, 22% of influence
Daniel Hume
Sagar Lonial
Yann Echelard
Clarus Corporation, 42% of influence
Donald House
Nicholas Sokolow
Paramount Group - 59% of influence!
Family legacy - Katharina Otto-Bernstein, the Otto family owns 14% of shares and still couldn’t keep her from getting voted out!
They obviously “rejected” her resignation since she’s related to the founder and controls 14% of the shares through family
KRAKENS
Director with the most 2nd degree connections in our database, on a board or not currently
They have a LOT of tentacles, it’s hard to escape them
Caveat here - a lot of power/infrastructure companies and Asian companies have multiple traded subsidiaries with the same board members, so I looked at both total 2nd degree connections and discrete connections (ie, number of actual individuals they’re connected to, not the number of times or ways they’re connected)
Paul Desmarais, Power Corporation of Canada and IGM Financial
653 connections inside 2 degrees
69 discrete connections
“Discrete leverage” of 9.5 (on average, he’s connected about 10 ways to each director)
Connections through:
POWER CORPORATION OF CANADA
IGM FINANCIAL INC
Holcim AG
TotalEnergies SE
SGS SA
ENGIE SA
GREAT-WEST LIFECO INC.
GROEP BRUSSEL LAMBERT NV
POWER FINANCIAL CORP
Ed Liddy, retired kraken
324 connections
71 discretes!
Discrete leverage of 4.6 - he was on so many high level boards, he’s only connected to 5 directors at each
Connections through:
THE BOEING COMPANY
3M COMPANY
ABBOTT LABORATORIES
THE ALLSTATE CORPORATION
AMERICAN INTERNATIONAL GROUP, INC.
THE GOLDMAN SACHS GROUP, INC.
THE KROGER CO.
ABBVIE INC.
Jean-Martin Folz, retired kraken
361 connections
71 discrete
Discrete leverage of 5.1
Connections through:
AXA SA
CARREFOUR SA
COMPAGNIE DE SAINT-GOBAIN SA
ALSTOM SA
SOCIETE GENERALE SA
SOLVAY SA
EUTELSAT COMMUNICATIONS S.A.
Auttapol Rerkpiboon, on PTT companies - Thai oil
828 connections
81 discrete
Leverage of 10.2
Claudio Zavier Gonzalez Laporte, chair of Kimberly-Clark de Mexico
532 connections
91 discrete!
Discrete leverage: 5.8
Connections run through:
GENERAL ELECTRIC COMPANY
KIMBERLY-CLARK CORPORATION
UNILEVER PLC
THE HOME DEPOT, INC.
ALFA, S.A.B. DE C.V.
GRUPO CARSO, S.A.B. DE C.V.
Grupo Financiero Inbursa, S.A.B. de C.V.
Grupo Mexico, S.A.B. de C.V.
GRUPO TELEVISA, S.A.B.
KELLANOVA
Kimberly-Clark de Mexico, S.A.B. de C.V.
Bolsa Mexicana de Valores, S.A.B. de C.V.
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 a whopping 543 of them
114 of them are lead independent directors
Here are the top 5 mummies that investors keep covering in desiccant year after year with FOR votes:
Tony James, 73
Costco board, 9.8% influence, on the board since the year Kevin Durant and Adele were born
Here was our take on our Costco show:
First of all, Hamilton James being nicknamed “Tony” is like nicknaming King Charles “‘Lil Chuckie” - James is pure royalty - Choate, Harvard, investment banking, Blackstone prez, trustee of everything in NYC, worth ~3bn. I know the board likes to keep OG, but 38 years for a NON FOUNDER? C’mon. Vote against James.
Stuart Subotnick, 82
Carnival Corporation, 7.6% influence, on the board since Reagan’s second term
What we said:
AGAINST Subotnick - Blackrock voted against the pay committee last year because they didn’t like them - vote out the director in charge of picking directors to put on the committee in this case given he’s been there for over 30 years - he is not independent, he is a 100% insider
Lawrence Schorr, 69
Dick’s Sporting Goods, 5.7% influence, on the board since Roger Moore was still James Bond
Walter Fiederowicz, 76
Photronics, Inc, 2.7% influence, on the board since Reagan’s first term
George Orban, 77
Ross Stores, 8.2% influence, on the board since 1982… I was 3.
96% FOR votes in 2024!
4 directors over 20 years - they have FOUR MUMMIES
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
There are only FOUR globally
Bill Franke
Frontier Group, US
86 year old man, 63.4% influence
11 year tenure
Stefano Pessina
Walgreens, US
82 year old man, 63.2% influence
12 year tenure
Sven-Olof Johansson
FastPartner AB, Sweden
78 year old man, 87% influence
28 year tenure
Po Chu U
Lai Sun Development, HK
99 year old woman, 53.3% influence
40 year tenure
She’s the mother of the chair and the grandmother of another director
IGORS
On 4+ boards in the last 10 years, pay chair of at least one company, and pays the CEO in the top quartile of all directors globally despite generating bottom quartile earnings
WHATEVER YOU SAY MASTER
Only TWO candidates who are chairs of the pay committees - top Igors:
Matthew Espe
Two current boards - Wesco International and Diebold Nixdorf
Bats .133 for earnings, .492 for TSR, and a stellar 0.045 for CEO pay
Tim Haley
FOUR current boards - Netflix, 2U, Zuora, and ThredUp
Bats .200 for earnings, .361 for TSR, and .122 for CEO pay
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?
There is only ONE I could find in our data… but it’s still unbelievable
Mark Currie, Ironwood Pharmaceuticals
55.8% vote against in 2023
4% vote against in 2024!! 4%!!!
No committee changes, no investor table changes… still there, sitting on the comp committee as a member, still the only director with vote against in 2023
DAMION:
That’s the Proxy Countdown for the week of October 28, 2024. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder sharks, floating bandaids, and wayward directors.
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PROXY COUNTDOWN SCRIPT
<THEME MUSIC>
This is Proxy Countdown. Welcome to the big show for the week of October 21, 2024 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:
The glass cliff crumbles at CVS
Walt Disney keeps trying to replace Bob Iger
Accelerated retirements at Southwest Airlines
An angry shareholder mob at Klarna
And on the Big Vote, Lam Research’s high-priced board
<TRADE WIRE BUMPER>
Trade Wire - BUY/SELL
Top Stories:
CEO Karen Lynch is out at CVS Health Corporation and has been replaced by David Joyner. Also, independent board Chair Roger Farah has been promoted to Executive Chair.
FFA: Karen Lynch (16%) vs. Roger Farah (16%)
Out in Australia, WiseTech founder Richard White has resigned as CEO and director. But this is what the board says when you are the company’s biggest shareholder and controls 44% of board influence: “The board has agreed, following Mr White’s request, that he will stand down as a director and as chief executive with immediate effect, take a short period of leave … When Mr White returns from leave, he will commence a new full-time, long-term consulting role, focused on product and business development.” For this role, on a 10-year term with the title “Founder and Founding CEO”, White will be paid $1m a year.
Mr. White has faced claims from multiple women that he bought them houses and invested in their businesses in exchange for sex. The lurid allegations get worse from there, including reports of violence, intimidation, and retaliation.
WiseTech board chair Richard Dammery, who announced an independent inquiry, said “recent weeks have been challenging and uncertain ones for our people”. Despite the fact that in 2019, former board member Christine Holman resigned from the board and accused White of “sustained intimidation and bullying”.
While the board expressed ongoing confidence in the company’s leadership, shareholder pressure ultimately forced the board’s hand following the Founder and Founding CEO’s extremely public dispute with a former lover in federal court
Despite the turmoil and allegations, Roy van Keulen, analyst at Morningstar, said "Given our assessment of WiseTech as a product-led company, we consider White's continued involvement in this area of the business to be a positive outcome for shareholders."
According to an 8-k filing, The Walt Disney Company announced that board chair Mark Parker will resign on January 2, 2025. Then, if you were smart enough to click and open the exhibit 99.1 attached to the 8-k filing you would have learned former Morgan Stanley CEO, and it’s current executive chair, James Gorman will become Disney’s new board chair. Disney also announced that it would name longtime CEO Bob Iger’s replacement in early 2026 and that Gorman would be in charge of that process.
In big money news:
Molina Healthcare is giving CFO Mark Keim a special one-time stock award worth roughly $17M jus for being Mark; and
Amit Zavery is ServiceNow’s new Chief Product Officer and Chief Operating Officer and will receive $3M in cash and $29M in stock. The generous award is to make up for the burden of his new corporate headquarters being located 11 miles from his old corporate headquarters.
In a blow to our very own Matt Moscardi, his favorite greenwashy director, Greg Goff at Exxon Mobil is stepping down.
Bela Bajaria has joined the board of The Coca-Cola Company. Bela is the Chief Content Officer at Netflix. While this is potentially a head-scratching addition, it ignores the reality that both Coca-Cola and Netflix are two of the world’s most powerful drug companies, reinforcing the notion that many large cap companies are mis-classified.
H.B. Fuller board chair Lee Mitau is resigning. FIrst he will step down as Chair on January 21, 2025 and as a director on January 23, 2025. It makes you wonder what the hell will be going on on January 22.
And finally, in a move that will shock investors across the globe, JPMorgan Chase has appointed a director named Brad Smith.
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
The big news is out of Southwest Airlines, where the company has seemingly ended its feud with activist investor Elliott Management. In a deal to avert a proxy fight, CEO Bob Jordan will keep his job, Executive Chair and former CEO Gary Kelly will push up his retirement, and Elliott will name six directors to the board.
According to the filing, Kelly will retire precisely at 11:59 p.m. Central Time on November 1, 2024.
As was previously announced, six other directors will be stepping down at 11:59 p.m. Central Time on November 1, 2024: David W. Biegler, J. Veronica Biggins, Roy Blunt, William H. Cunningham, Thomas W. Gilligan, and Jill A. Soltau–none of whom seemed to have experience befitting the board of a major airline carrier.
The company states that “None of the departures from the Board described herein are due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices” even though we know that is precisely why they are stepping down.
The six new directors are: Pierre Breber (former Chevron CFO), David Cush (former CEO Virgin America), Sarah Feinberg (former Administrator at the Federal Railroad Administration, Chief of Staff to the U.S. Secretary of Transportation and Interim President and CEO of the New York City Transit Authority), Dave Grissen (former Group President of Marriott International), Gregg Saretsky (former CEO of WestJet) and Patricia Watson (Chief Information and Technology Officer at NCR Atleos).
Activist investor Jana Partners has bought a 5% stake in Lamb Weston, criticizing the potato-products supplier of “self-inflicted mis-steps.” Which either means that the fries are soggy or the directors are burnt.
Activist JCP Investment Management has taken a 2% stake in the Cheesecake Factory and is urging the restaurant operator to spin off three of its smaller brands into a separate public company. Raise your hand if you’ve heard of any of these places: North Italia, an Italian casual-dining concept; Flower Child, a health-focused fast-casual chain; and Culinary Dropout, a gastropub known for its pretzel bites and fried chicken.
The board at Cheesecake Factory is dominated by Chair and CEO David Overton, who co-founded the company with his parents in 1978. It’s also dominated by the pasta carbonara with chicken, which clocks in at 2210 calories and 147 grams of fat.
And speaking of unhealthy, Activist investors JCP Management and Jumana Capital have respectively taken 7.9% and 3.7% stakes in the Colorado-based casual-dining restaurant chain Red Robin Gourmet Burgers. According to reports, the investors are asking for extra pickles.
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
Moving over to our vote results table, The winner of the week is Drury (Dru) Armstrong at Paycor HCM: 99.94% supported her election to the companies board. Or maybe they just support her nickname?
At Seagate Technology, 35% of shareholders said NO to director Mark Adams.
Mark was nominated by the Board to fill the vacancy resulting from a retiring director and previously served as a director for the Company from 2017 to 2022
And finally, at Swedish company Klarna, 87% of shareholders voted to Remove Mikael Walther From Board. No reason was given by the company for Walther’s removal. Bloomberg reported he had questioned governance decisions at the company, including a bonus scheme that he said could hand Klarna co-founder and Chief Executive Sebastian Siemiatkowski as much as $35 billion in the next years. THat’s a pretty good reason.
<THE BIG VOTE BUMPER>
THE BIG VOTE
LAM RESEARCH
AGM Date: November 5, 2024
Documents
2024 Proxy
2023 Proxy
2023 Voting results
2022 Voting results
General Observations
Ownership
Institutional
Vanguard 9%
BlackRock 9%
Individual
n/a
Performance outliers: (vs. industry)
Overall: .635 (.603)
Michael Cannon .445
EBITDA .621 (.463)
n/a
TSR .559 (.467)
n/a
Carbon .513 (.481)
Michael Cannon .215
Controversies .815 (.896)
Michael Cannon .471
Board stuff
Committees
Audit (a)
Compensation and human resources (c)
Nominating and governance (n)
Innovation and technology (t)
Skills
(Non-Executive Directors)
Computers and Electronics (19%)
Communications and Media (11%)
Physics (9%)
Engineering and Technology (9%)
Economics and Accounting (7%)
(Executive DIrectors)
Physics (8%)
Diversity Gaps
Female Power Gap 27%/19% (-7%)
Industry average female influence = %
Insider influence: %
Industry average %
Other
Matt:
Non US sales 93% of sales
29% of employees are R&D
Manufactures fab equipment - they’re the supplier to chipmakers, primarily in Asia
Three clients make up just under 20% of revenue, the biggest is Taiwan Semiconductor
Taiwan Semi just had an issue where one of their chips ended up hidden in a Huawei device that wasn’t accounted for by US imports
Proposal 1: Election of Directors
Annual Elections for ALL 14 directors? YES
NOMINEES
Sohail U. Ahmed 66 m 2019 at 2%
SVP Intel
Votes Against Last AGM: less than 1%
Timothy M. Archer 57 m 2018 17%
CEO since 2018; previously at Novellus
Other Current Public Boards
Johnson Controls
Votes Against Last AGM: less than 1%
Eric K. Brandt 62 m 2010 Cn 16%
Former CFO Broadcom; former CEO Avanir Pharmaceuticals; former CFO Allergan
Other Current Public Boards in last five years:
Option Care Health, Inc.
Gen Digital Inc.
The Macerich Company
Dentsply Sirona Inc. (former)
Altaba Inc. (former)
Votes Against Last AGM: 12%
Ita M. Brennan 57 f 2024 n/a%
Former CFO Arista Networks
Other Current Public Boards in last five years:
Planet Labs PBC
Cadence Design Systems, Inc.
LogMeIn, Inc. (former)
Votes Against Last AGM: n/a
Michael R. Cannon 71 m 2011 aN 12%
General Partner of MRC & LBC Partners, LLC, a private management consulting company
Other Current Public Boards in last five years:
Seagate Technology Holdings plc
Dialog Semiconductor Plc (former)
Votes Against Last AGM: 11%
John M. Dineen 61 m 2023 a 3%
Operating Advisor at Clayton, Dubilier & Rice LLC, a private equity investment firm; former GE exec
Other Current Public Boards in last five years:
Cognizant Technology
Solutions Corporation
Syneos Health, Inc. (former)
Merrimack Pharmaceuticals, Inc. (former)
Votes Against Last AGM: less than 1%
Mark Fields 63 m 2024 n/a%
Senior Advisor at TPG Capital LP, a global alternative asset firm; former CEO Ford (2014-2017)
Other Current Public Boards in last five years:
Hertz Global Holdings, Inc.
QUALCOMM Incorporated
TPG Pace Beneficial II Corp. (former)
TPG Pace Solutions Corp. (former)
Votes Against Last AGM: n/a
Ho Kyu Kang 62 m 2023 T 2%
Professor in the Department of Systems Semiconductor Engineering at Yonsei University; former EVP and Head of Research at the Semiconductor R&D Center of Samsung Electronics
Votes Against Last AGM: less than 1%
Bethany J. Mayer 62 f 2019 ant 10%
Executive Advisor of Siris Capital Group LLC, a private equity firm; former EVP Sempra Energy; former CEO Ixia (a test, visibility, security solutions, network testing tools and virtual network security solutions provider for applications across physical and virtual networks)
Other Current Public Boards in last five years:
Astera Labs, Inc.
Box, Inc.
Hewlett Packard Enterprise Company
Marvell Technology Group Ltd. (former)
Sempra (former)
Votes Against Last AGM: 10%
Jyoti K. Mehra f 48 2021 c 3%
EVP Human Resources of Gilead Sciences
Votes Against Last AGM: less than 1%
Abhijit Y. Talwalkar 60 m 2011 cnt 19%
Chairman; former CEO LSI Corporation
Other Current Public Boards
Advanced Micro Devices,
iRhythm Technologies,
TE Connectivity
Votes Against Last AGM: 16%
Matt:
Are you sitting down for this insanity? The CEO is NOT THE CHAIR
Our data shows the CEO has less influence than the chair, as it should be
First year it’s been this way
Chair Talwalkar has been there for 7 full years prior to the CEO taking a seat on the board, oversaw the acquisition of Novellus that brought the CEO in
Member of all committees except audit
Overall, this board is incredibly balanced
It fits the industry comp (Applied Research) for knowledge types
Less econ, more engineering, but all within the band of reason
90% of directors have core competency in the business and no tricky bios
They are all effectively fancy manufacturers or manufacturer adjacent
The worst performers are just mediocre
They have some long tenured members mixed with n00bs
So what would you pay for a board that sat on a company that has grown exponentially, plateaued recently and is facing some headwinds, but is full of top performers in general?
Director pay
Went from ⅔ stock in 2012 to 50/50 in 2024, and $225k ave total in 2012 to more than $400k in 2024
This includes equity at grant date value, NOT take home
Could help explain the plateauing - everyone is wealthy and fat now, they’re taking chips OFF the table, not putting them on - particularly the long tenured directors
The CASH ONLY portion of pay went up more than 200% in those 12 years - that’s basically a 19% raise every year for 12 years
I did a deep dive into the highest paid board member, chair Abhijt Talwalkar
There is no disclosure of stock value at vest date, you have to get it from individual form 4s and it’s near impossible to see the actual buy/sells, so we have no idea how much directors actually get paid - so I took Talwalkar’s disclosed total shares every year, which vest annually anyway, and assumed if the stock number went down he sold at the end of year price, if it went up he’s still sitting on it
I estimate between sales and current value of stock, Talwalkar took home $4.1m from sales and $11.8m in current value - so he got $15.8m in stock from 2011 to 2024
Add in cash they paid him, and he took home at least $6.1 and has $11.8m in stock, so he got a total of $17.9m in 13 years
That’s an annual pay of $1,377,519 vs. the disclosed $522,619 in 2024, the highest year
Let’s put that number in perspective - I got the meeting count for every year for the board and committees for every years
There were 246 total meetings that Talwalkar attended in 13 years - an average 19 per year, one about every 3 weeks
Full board meetings we estimate be 6 hours, then 2 hours per meeting for each other meeting - that would be about 924 hours in 13 years of meeting time
If we’re REALLY generous an assume Talwalkar did 3 hours of prep for full board meetings and 2 hours for committee meetings, that would 1,524 total hours, or 117 hours per year (3 full weeks at 40 hour weeks)
As chair of the board, let’s assume there’s an extra 50% - 2,286 hours, or
So $1,377,519 per year for 175 hours is $7,833/hour - or the equivalent of $24.4m if it were a full time job (ie, an executive working 60hrs/week)
Talwalkar is getting the per meeting equivalent as hiring a celebrity speaker
Actual celebrities making as much for appearance fees:
Emmitt Smith
Killer Mike
Mario Lopez
Ben Carson
Eric Trump
Maye Musk
Joseph Stiglitz
The entire band Alabama Shakes
So if we extrapolate to the entire board
The “FTE” board is making between $20m per person, so you’re paying for $120ish million of power in the room
Considering director keep their jobs at a 96% rate, and investors have told us they don’t care about them - IS THIS WORTH IT?
Votes
Against Talwalkar - no single director, much less one at a company that has plateaued and declined in revenue over the last three years, should get more than $500k summary comp for a year - and he’s been there for 13 years, longer than the CEO and has more influence. Talwalkar, Brandt, and Mayer are also the connected board members - and Brandt and Talwalkar have been around longest
Against Brandt - for the same reasons. Does the comp committee also set the director pay?
Proposal 2: Say on Pay
5% NO in 2023
CEO Pay Ratio: 361:1
$83,462 median
CEO Timothy Archer $30M total for 2024
Up from $18M in 2023
Proposal 3: Auditor
Nobody cares: Ernst & Young 5% NO 2023
Matt:
Proposal 4: SHP regarding
DAMION:
That’s the Proxy Countdown for the week of October 21, 2024. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder sharks, floating bandaids, and wayward directors.
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PROXY COUNTDOWN SCRIPT
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This is Proxy Countdown. Welcome to the big show for the week of October 14, 2024 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:
The Qualcomm board smells a lot more like Hewlett Packard
An early Christmas at Motorola Solutions
Pfizer is playing defense with a man named Mortimer
A moral victory for Arjuna Capital at The Procter & Gamble annual meeting
And on the Big Vote, Matt waxes poetic about Parker-Hannifin, the company you think you might of heard of at one point
<TRADE WIRE BUMPER>
Trade Wire - BUY/SELL
Top Stories:
The QUALCOMM board has added Hewlett Packard Enterprise CFO Marie Myers. This is a positive development for fellow QUALCOMM board member Ann Livermore, who also comes from Hewlett Packard.
Two AutoZone directors are stepping down: D. Bryan Jordan and Enderson Guimaraes. This is a positive development for our very own Matt Mosicardi who suggested Jordan be voted out at their last annual meeting.
F5 increases from F3 to F5 as two women are joining the board: Julie Gonzalez and Maya McReynolds, both of whom will join the Audit Committee. F3 to F5, get it?
After just four months of board tenure, Ekta Singh-Bushell has decided to step down from the board of Cisco Systems. That’s it. No other information from the company. Maybe because the board is dominated by 89% influence from six male directors? This includes a male CEO, a male Chair, a male Lead Director, a male Audit Committee chair, a male Compensation Committee chair, and yes, you can see where this is going, a male Nomination Committee chair. Even the chair of the Environmental, Social, and Public Policy Committee is a man, the former CEO of the world's largest weapons manufacturer, Wesley Bush from Northrop Grumman.
The Compensation Committee at Motorola Solutions has announced an early Christmas for all employees named Chief: CEO and Chair Gregory Q. Brown’s equity grants will now include an extra $5 million.
Similarly, “special retention grants” valued at $12 million each will be given to CFO Jason J. Winkler, COO John P. Molloy, and CTO Mahesh Saptharishi.
And lastly, Mortimer J. Buckley is joining the board of Pfizer.
Mortimer is the former CEO of The Vanguard Group, not to be confused with Mortimer Duke, one of the two controlling founders of "Duke & Duke Commodities Brokers” alongside his brother Ranolph Duke.
According to one report, Randolph and Mortimer are both greedy, ruthless, and dishonest, and both believe that their wealth and social status entitles them to do whatever they want, with no consequences.
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
Pfizer is playing a bit of defense in its ongoing battle with activist investor Starboard Value by adding Mortimer Buckley to the board. “Tim” is the former CEO of Vanguard, Pfizer's biggest investor with 9% of voting power. Buckley's appointment was announced one day before Pfizer and Starboard Value are scheduled to meet.
It was just last week that Starboard accused Pfizer of threatening litigation against two renegade former executives–Former CEO Ian Read and former CFO Frank D’Amelio–that initially were supportive of the investor’s turnaround campaign at the pharmaceutical giant.
Activist investor Bluebell Capital Partners has called for BP chair Helge Lund to quit. Bluebell co-founders, Guiseppe Bivona and Marco Taricco, described the petrochemical giant’s recent performance as “unacceptably dire” and “embarrassing”, voicing particular concerns about the lack of clarity from leadership around its long-term approach to fossil fuels.
Bluebell wants BP to be more fossil fuel-hungry like rivals Shell and Exxonmobil. Last week, Reuters claimed the firm had abandoned its target to cut oil and gas output by 40 per cent by 2030. And in June, CEO Murray Auchincloss paused all recruitment and new projects in its renewable division.
Bluebell, which has already successfully campaigned for the removal of Danone’s boss Emmanuel Faber and Hugo Boss chief Mark Langer, said that while reports of BP watering down its focus on renewables was welcome, the lack of clarity was “indefensible and utterly outrageous”.
And lastly, Activist investor Palliser Capital is Pushing for Change at AI Chip Investor SK Square. It wants to add board members with more asset-management experience and to tie executive pay to company performance.
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
The winner of the week is Champions Oncology director Scott Tobin, who received the support of 99.99% of shares voted at the company’s annual meeting.
A bunch of those votes came from Tobin himself, who controls 18% of voting power.
In case you are keeping score, it was 9,167,706 votes FOR Tobin and only 508 NO.
To put the love for Scott into perspective, 4 other directors received over 10% NO votes.
I should also add that this is one of my favorite company names: Champions Oncology. Kind of says it all.
They also have a wonderfully candid Board Diversity Matrix:
There are some pissed off shareholders at BioNexus Gene Lab Corp
About 60% NO for:
Su-Leng Tan Lee
CEO, Acting CFO, and Director
Muhammad Azrul bin Abdul Hamid
Chairman of the Compensation Committee, Chairman of the Corporate Governance and Nominating Committee
Chee Keong Yap
Chairman of the Audit Committee
Shareholders are clearly pissed off about the company’s stock price which is currently 38 cents.
Large (leagues 3&4)
At RPM International, the company needed at least 80% of outstanding shares to vote yes to require the annual election of Directors: they got 80.2%. That must have been a fun champagne-soaked celebration.
And at The Procter & Gamble Company, a shareholder proposal from Arjuna Capital requesting a report on both quantitative median and adjusted pay gaps across race and gender received the support of 30% of shareholders. Another moral victory considering Vanguard and BlackRock control more than 16% of the vote.
<THE BIG VOTE BUMPER>
THE BIG VOTE
Parker-Hannifin
AGM Date: October 23 , 2024
Documents
2024 Proxy
2023 Proxy
2023 Voting results
2022 Voting results
General Observations
Ownership
Institutional
Vanguard 8%
BlackRock 7%
Individual
n/a
Performance outliers: (vs. industry)
Overall: .642 (.583)
Jennifer Parmentier .805
Lance Fritz .445
EBITDA .686 (.473)
Jennifer Parmentier .819
Laura Thompson .466
TSR .541 (.447)
n/a
Carbon .487 (.483)
Lance Fritz .116
Controversies .789 (.805)
Lance Fritz .123
Board stuff
Committees
Audit (a)
Corporate Governance and Nominating (n)
Human Resources and Compensation (c)
Skills
(Non-Executive Directors)
Economics and Accounting (25%)
Building and Construction (15%)
Mechanical (9%)
Medicine and Dentistry (5%)
(Executive Directors)
Building and Construction (12%)
Mechanical (4%)
Diversity Gaps
Female Power Gap 45%/53% (8%)
Industry average female influence = %
Insider influence: %
Industry average %
Other
5 of last 7 appointed directors women
Lots (7) of “lifer directors”: Fritz, Harty, Lobo, Parmentier, Thompson, Verrier, Wainscott
Director movement
Lee C. Banks retired 12/31/23
Thomas L. Williams retired from board and as Exec Chair 12/31/23
Åke Svensson retiring 10/23/24
mandatory Director retirement policy
Jillian C. Evanko retiring 10/23/24
Matt:
Parker
$82bn market cap
64% US sales/ops, 36% non-US
10% of revenue is defense contracts
Industrial parts
CEO Parmentier has the following sexy background: worked in Motion Systems Group, Engineered Material group, Instrumentation group, Hose Products division, Fluid Connectors group, Trane residential systems
Stock go up, no one selling (buy rec overall)
Standard “we hired a consultant to look innovative” strategy
The “Win Strategy”... which they trademarked (???!!!)
One of the goals is “ESG” - which is not a goal or a thing
“Kaizen” is Japanese incremental improvement theory of business
Not unionized
This company is so boring as to be deceiving - it’s a Fortune 250 and SP500 company
Proposal 1: Election of Directors
Annual Elections for ALL 14 directors? YES
NOMINEES
Denise Russell Fleming 54 f 2023 na 5%
Chief Information Officer Becton, Dickinson & Company
Other Public Company Directorships (current in bold): None
Votes Against Last AGM: 1%
Lance M. Fritz 61 m 2021 cn 6%
Former Chair/CEO Union Pacific Corporation
Other Public Company Directorships (current in bold):
Fiserv Inc. (since 2024)
Union Pacific Corporation (former) (2015-2023)
Votes Against Last AGM: 3%
Linda A. Harty 64 f 2007 na 11%
Former Treasurer Medtronic plc and Cardinal Health
Other Public Company Directorships (current in bold):
Westinghouse Air Brake Technologies Corporation (Wabtec) (since 2016)
Chart Industries, Inc. (since 2021)
Syneos Health, Inc. (former) (2017-2023)
Votes Against Last AGM: 9%
Kevin A. Lobo 59 m 2013 cA 11%
Chair/CEO Stryker Corporation
Other Public Company Directorships (current in bold):
Stryker (since 2012)
Votes Against Last AGM: 3%
Jennifer A. Parmentier 57 f 2023 19%
Chair/CEO Parker-Hannifin Corporation
Other Public Company Directorships (current in bold):
Nordson Corporation (since 2020)
Votes Against Last AGM: 3%
E. Jean Savage 60 2024 na %
CEO Trinity Industries, Inc.
Other Public Company Directorships (current in bold):
Trinity Industries, Inc. (since 2018)
WestRock Company (2022-2024)
Votes Against Last AGM: n/a
Joseph Scaminace 71 m 2004 Cn 9%
Former Chair/CEO OM Group, Inc.
Other Public Company Directorships (current in bold):
Cintas Corporation (since 2010) (Lead Director)
Votes Against Last AGM: 8%
Laura K. Thompson 60 f 2019 na 9%
Former CFO The Goodyear Tire & Rubber Company
Other Public Company Directorships (current in bold):
Wesco International (since 2019)
Titan International, Inc. (since 2021)
Votes Against Last AGM: 3%
James R. Verrier 61 m 2016 ca 6%
Former CEO BorgWarner, Inc.
Other Public Company Directorships (current in bold):
BorgWarner, Inc. (former) (2013-2018)
Votes Against Last AGM: 1%
James L. Wainscott 67 m 2009 cN 11%
Lead Director
Former Chair/CEO AK Steel Holding Corporation
Other Public Company Directorships (current in bold):
CSX Corporation (since 2020)
Votes Against Last AGM: 7%
Matt:
We talk a lot about the midwest manufacturing mafia - traditional, mature, longstanding US companies based in the midwest, primarily around Chicago, where the board members horse trade each other for permanent job security.
Parker Hannifin isn’t just one of those companies, it might be the single most egregious board in that respect. The amount of educational, experiential, and geographic overlap is egregious - this is a $82bn company that trades at $635/share and has existed since 1917.
Here’s the high level:
Age/Gender
Not too old - 60 average age
50/50 male/female
Positive female power gap - 7% - from CEO/Chair
20% racially diverse
Knowledge
Mechanical: 8
Building and Construction, Economics: 5
Medicine, Psychology, Therapy: 3
Comically boring/similar self disclosed skills matrix:
Harty no “innovation” or “sales”, Lobo not in “aerospace/industrials”... and THAT’S IT??
Tenure
Joe Scaminace (20 years)
Linda Harty (18 years)
Somehow with no innovation experience??
James Wainscott (15 years), Lead “Independent” Director
Ake Svensson retires this year
Joe Scaminace hits mandatory retirement next year
Performance
Only Lance Fritz bats below .500 overall
Average TSR across the board, above average earnings across the board
It’s a literal snoozefest.
So let’s turn it into a midwest mafia company - here’s the company nominating policy:
The Corporate Governance and Nominating Committee is responsible for reviewing with the Board, at least annually, the appropriate skills, qualifications and experience required of directors. This review may include an assessment of judgment, skill, integrity, independence, possible conflicts of interest, business and organizational experience and approach, risk management and oversight abilities, and any other factors the Corporate Governance and Nominating Committee deems relevant to the needs of the Board at that point in time.
First of all, nearly the WHOLE BOARD is on the nominating committee - 70% of the board sits on the committee, 80% when you exclude the CEO
Second, here’s just how ludicrously small the board talent pool they’re searching in is:
Of the 25 connections between directors in the last decade, 16 of them go through Nordson
Mostly ex directors and the current CEO
Laura Thomson connection to CEO through Nordson director
Nordson headquarters are in Westlake, Ohio - Parker Hannifin headquarters are in Cleveland, a 45 minute drive away
For a decade, directors at Nordson and directors at Parker have cross bred remember
We dug in to each director’s last jobs and found
100% of the directors on this board are less than 2 hour flights away from Parker headquarters
The farthest by miles are Linda Harty and Lance Fritz - Fritz is from a client, they sell heavily into trains and Lee Banks (who was on the board) sat on CSX board - and Harty is long tenured and highly connected
4 of the 9 independent directors are inside 250 miles of headquarters
When we factor in college/graduate institutions, 66% of the directors have lived, learned, and worked within 250 miles of Parker HQ, and half of them are under 200 miles away - A DRIVE!
The influence of directors JUST FROM OHIO is 40% of the board
Half the board has economics degrees
IS THERE NO ONE ELSE ON EARTH OUTSIDE OF OHIO ECON MAJORS WITH EXPERIENCE MAKING AND SELLING HYDRAULICS AND INDUSTRIAL PARTS?
They list 16 peers in their proxy for pay - there are 175 active directors at those peers. The peers are not industry peers, they’re talent peers - and they have zero directors that worked or sat on boards at those companies.
If there’s some expectation that Parker does something different, start with the following votes:
AGAINST Scaminace, he’s retiring anyway, has duplicative skills according to both our and their own disclosure
AGAINST Laura Thompson, she’s never left Akron, OH, a 30 mile drive to Parker HQ, she’s connected through Nordson to CEO Palamentier
AGAINST Wainscott, he’s not “independent” after 15 years, you can do better than an ex-steel CEO 100 miles away inside OH, and as head of the nominating committee, he needs to stop people he meets at the local West Chester OH Walgreens.
Proposal 2: Auditor
Nobody cares: Deloitte & Touche 3% NO 2023
All other fees went from $812 in 2023 to $2,236,756 in 2024 dude to “tax training”
Proposal 3: Say on Pay
8% NO in 2023
CEO Pay Ratio: 308:1
$60,849 median
CEO’s aircraft usage: $157,553
We further applied the de minimis exemption, which permits exempting non-U.S. team members that account for five percent or less of our total U.S. and non-U.S. team members. In total, 746 team members were excluded
CEO $18M total for 2023-2024
LTIP pays out 50% for 25th percentile
For calendar year 2024-25-26 LTIP awards, the Committee determined to adjust the threshold performance level from the 35th to the 25th percentile to more closely align with the prevalent practice in the Peer Group according to data presented by Mercer.
CEO eligible for $52M with change in control and $72M if terminated with change of control
Matt:
They adjusted the LTIP to 25 from 35! That’s so nice. Against.
DAMION:
That’s the Proxy Countdown for the week of October 14, 2024. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder sharks, floating bandaids, and wayward directors.
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PROXY COUNTDOWN SCRIPT
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This is Proxy Countdown. Welcome to the big show for the week of October 7, 2024 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:
LPL CEO Dan Arnold said something he shouldn’t have
Zoom is super stoked about its new CFO
A proxy battle at Pfizer is heating up quickly
An honorary victory for environmental shareholder proposals at General Mills
And on the Big Vote, Matt made a quiz
<TRADE WIRE BUMPER>
Trade Wire - BUY/SELL
Top Stories:
LPL Financial Holdings fired its CEO Dan Arnold for violating the company's code of conduct and appointed chief growth officer Rich Steinmeier as the interim CEO.
Danny-boy was terminated for “Cause” and is therefore not entitled to receive severance benefits.
All we know so far is that Danny-boy, who had been CEO since 2017, was fired for making statements, not yet known publicly, to employees that violated the company’s code of conduct.
We have parity at ITT Inc. Maggie Chu is now a director and we are 50/50: 5W/5M. How sweet it is,
CEO Walter W. Bettinger II is stepping down at The Charles Schwab Corporation at the end of the year. Next up is Charles Schwab President Richard A. Wurster. Still lurking on the board are Charles Schwab and daughter Carolyn Schwab-Pomerantz, who control 68% of actual influence.
Kinsale Capital Group has added Mary Jane B. Fortin to its Board. This is only the 3rd woman: the other 2 have combined 3% influence: Michael P. Kehoe, the company’s CEO, Chair and largest individual shareowner with 4% of shares, controls 78% of board influence.
Zoom Video Communications announced the appointment of Michelle Chang as the Company’s CFO. Her initial grant of restricted stock units is worth $24 million. HELLO!!
Two old dudes, Hansel E. Tookes II and Kurt M. Landgraf, are stepping down from the board of Corning Incorporated. Before their retirement, Corning’s board included 6 dudes over the age of 70. Both retiring directors have served since George W. Bush’s delightful administration.
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
The big rumble this week is at Pfizer, where activist investor Starboard Value has accumulated a $1 billion stake to revive flagging profitability at the drugmaker. Reports indicate that Starboard believes Pfizer had been mismanaged as the pandemic receded, notably in spending its $92bn Covid windfall on a costly $70bn acquisition spree. Pfizer’s market value has roughly halved since its pandemic peak.
The latest news is that, after initial reports that former Pfizer CEO Ian Read and former CFO Frank D’Amelio would be supporting the activist, the two former Pfizer executives announced late Wednesday night that they won’t support efforts by activist investor Starboard Value to shake up the giant drugmaker.
In response, Starboard alleged that Read and D’Amelio were coerced into issuing the statement. People within Pfizer or company representatives “purportedly threatened to commence costly litigation against them, claw back prior compensation, and cancel unvested performance stock units,” Starboard managing member Jeffrey Smith said in a letter to Pfizer’s board.
It was also reported that Starboard has met with Lead Director Shantanu Narayen and Suzanne Nora Johnson, the board’s longest-tenured director.
Activist investor Mantle Ridge has a $1 billion-plus stake in industrial gas supplier Air Products and Chemicals. The activist investor wants to push the company on succession planning for Seifi Ghasemi, Air Products’ 80-year-old CEO.
According to our data, 71% of board influence are tied up in the board’s four oldest directors, all at least 72 years old.
Less than a week later, hedge fund D.E. Shaw revealed it had amassed a roughly $1 billion stake in Air Products and Chemicals, and that it plans to nominate three directors to the company’s board after its efforts to engage privately with the company had been largely rebuffed and marked by “an apparent lack of urgency.”
Scott Sutton, the former CEO of Olin, is one of D.E. Shaw’s nominees and is seen as a potential CEO candidate.
In other news, U.S.-based Farallon Capital Management has acquired 7% of Japanese elevator maker Fujitec's shares, with the asset management firm disclosing that the purpose includes possibly making major proposals.
Lastly, Gerresheimer's shares are up after a regulatory filing showed activist investor Ricky Chad Sandler had bought a 5% stake in the German medical packaging maker.
Gerresheimer’s board is led by its former CEO, Axel Herberg. According to the data at freefloatanalytics.com, he controls 29% of board influence.
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
The winner of the week is Golden Matrix Group director Anthony Brian Goodman, who is loved by 99.987% shareholders.
Two directors failed to receive majority votes at Expion360: 80% of shareholders said a big fat NO to George Lefevre and Tien Nguyen. There is no clear reason for the vote other than the fact that George chairs the board’s nominating committee and there are zero female directors.
At large cap companies:
nothing much going on at Lamb Weston
Avangrid shareholders approved the proposed merger with Iberdrola
Two shareholder proposals fared relatively well at General Mills:
SHP – Disclosure of Regenerative Agriculture Practices Within Supply Chain 28% YES
A proposal submitted by Green Century Capital Management requesting a report assessing how the Company can increase the scale, pace, and rigor of its sustainable packaging efforts including by reducing the use of plastic packaging received the support of 39% of shareholders. Pretty damn good considering do-nothing Vanguard controls 11% of voting power while BlackRock and State Street combine for another 16%. Without the Big 3, 61% of shareholders said YES.
A proposal submitted by As You Sow requesting that General MillS disclose the reduction of pesticides achieved through adoption of its regenerative agriculture practices received 28% support.
And finally at Trimble, a shockingly high amount of shareholders rejected the reappointment of auditor Ernst & Young. 20% said NO. Audit Committee Chair Mark Peek also received 21% against his reelection.
Trimble was forced to reschedule its originally scheduled annual meeting from August to September while waiting for Ernst & Young to complete its audit procedures.
Total fees also rose 44% from $8.1 million in 2022 to $11.6 million in 2023.
<THE BIG VOTE BUMPER>
THE BIG VOTE
Matt Quiz
Easy warmup - where would you put a college dropout with a background in computer science and limited to no moral compass?
Put this person on a board: a woman with a background in engineering, medicine, physics, psychology, and therapy. What kind of company should they be on?
Amy Wendell
Knowledge base: Engineering, Medicine, Physics, Psychology, Therapy
63 years old
Female
Average influence 15%
2 boards
Hologic - Healthcare
Axogen - Healthcare
Put this person on a board: A 53 year old woman with strong influence everywhere she's been with a knowledge background in biology, economics, fine arts, and history who already sits on two boards
Shar Dubey
Match Group - Interactive Media
Fortive - Industrials
Guess the industry of this company: 75% of directors are lawyers, 50% have knowledge of public safety, 42% have MBAs or finance backgrounds, 33% have math, building experience
Huntington Ingalls, Aerospace & Defense company!
The non-lawyers:
Victoria Harker
ex-CEO of digital media company, prior CFO
Leo Denault
ex-Entergy CEO, accountant
Stephanie O’Sullivan
Title is “business consultant”, civil engineering degree, ex CIA
Put this person on a board: A 30 year old white male with two internships, both at media companies.
NEPO Quentin Dolan
Knowledge base: two internships at media companies
30 years old
Male\
3 boards
MSG x2, Sphere
Guess the industry of this company: 30% of the board is named John, all of the Johns have the exact same knowledge background (Administration, Econ/Finance, Math), John influence is 27% (no insiders), all Johns have more than 15 years of tenure (two have 23 years)
Arch Capital, Insurance!
John Pasquesi (Otter Capital with a website last updated in 2001, invested in Arch in 2001 but “independent”), John Bunce (investment orgs, including Greyhawk Capital with a website last updated in 1998), John Vollaro (ex Arch, “independent” since 2009)
Your company is facing some significant pushback from investors, with lawsuits from product failures and corruption charges… but you need to add a new board member. What kind of person do you look for?
If you’re Bayer facing cleanup of billions in liabilities tied to Monsanto, an IUD that perforates the uterus, and PCB contamination, you add Jeff Ubben of ValueAct
Ubben is on the board of Exxon, who sued its own shareholder
Ubben was on the boards of Sara Lee when it went bankrupt, the board of Omnicare when they paid $9.8m in penalties for kickbacks, and the board of Acxiom which had a data breach of 1.3bn customer records
Last 7 years, controversies performance of 0.462, TSR of 0.328, earnings of 0.225, with 11 active controversies under his tenures (ranks in the top 1% for most controversies by count)
DAMION:
That’s the Proxy Countdown for the week of October 7, 2024. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder sharks, floating bandaids, and wayward directors.
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PROXY COUNTDOWN SCRIPT
<THEME MUSIC>
This is Proxy Countdown. Welcome to the big show for the week of September 16, 2024 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:
New Air Jordans at Nike
23andMe reduced to Me
Activist Investor Elliot Management is still not happy with Southwest Airlines
A Pay Committee mutiny at Open Text
And on the Big Vote, Matt lashes out at dinosaur delivery company FedEx
<TRADE WIRE BUMPER>
Trade Wire - BUY/SELL
Top Stories:
Nike CEO John Donahoe, who has been Nike’s CEO since 2020, will retire from his position on October 13, and be replaced immediately by company veteran Elliott Hill, who worked at Nike for 32 years before retiring in 2020
Two of the people behind the change are, of course, Nike co-founder Phil Knight and current Chair Mark Parker.
Knight said that he: “couldn’t be more excited to welcome Elliott back to the team” and that “We’ve got a lot of work to do but I’m looking forward to seeing Nike back on its pace.”
Now I point this out to help demonstrate the importance of our influence percentages at freefloatanalytics.com. Co-founder Phil Knight is not even on the Nike board anymore. But his son Travis Knight is, and that’s why we gave him 54% of the board influence, because his father continues to pull strings. Also, the Chair, Mark Parker, has 10% influence, even more than retiring CEO John Donahoe. So as you can see, this was a precarious leadership position for the lame duck CEO, one our influence percentages were already hinting at.
Elliot Hill will receive $3M in equity and $4M in cash to rejoin Nike while Donahoe will be allowed to “resign,” meaning he will receive the full value of all his remaining equity awards.
All of 23andMe’s independent directors resigned from its board this week: Roelof Botha, Patrick Chung, Sandra Hernández, Neal Mohan, Valerie Montgomery Rice, Richard Scheller, and Peter Taylor.
The resignations follow drawn-out negotiations with 23andMe CEO and co-founder Anne Wojcicki, who wants to take the company private.
In a letter addressed to the CEO and now only director, the seven directors said they had yet to receive a “a fully financed, fully diligenced, actionable proposal that is in the best interests of the non-affiliated shareholders” from the CEO after months of efforts.
In response the CEO said in an SEC filing: “I am surprised and disappointed… We will immediately begin identifying independent directors to join the board.”
But that’s sort of the problem in the first place: 23andme is not a “we” but a “she” and I guess now it’s merely a “me”:
The directors also argued that, while they still believed in 23andMe’s mission, their departures were for the best due to Wojcicki’s “concentrated voting power” and a “clear” difference of opinion on the company’s future.
Anne controls 50% of the voting power due to her ownership of 59% of Class B shares which magically grant her the right to 10 votes per share. The foreshadowing was in the company’s ticker symbol: ME
There are also several egregious bonuses to report on:
At Sarepta Therapeutics, newly appointed director Deirdre Connelly starts with an initial equity grant worth $712,500. She will also receive annual pay of $60,000, meaning that they are handing her 12 years of salary before she has even said anything worthwhile
Lattice Semiconductor announced the appointment of Ford Tamer as CEO and will receive $30M in sign-on awards on top of a $10M target equity award in 2025
And at Mattel, the Compensation Committee approved a one-time retention award to CEO Ynon Kreiz valued at $15M
There is a boomerang director at Synchrony Financial: Daniel Colao rejoins the board after serving in 2014 and 2015.
And at Warner Bros. Discovery the board is emulating the magic-making of Hollywood. Daniel Sanchez is joining the board as an "independent director" despite the fact that he is the nephew of fellow director John C. Malone, who has been on the board since 2008, chairs the Nomination Committee, and was CEO of Discovery Holding Company when it merged with Discovery. Despite all that, the filing states that “No arrangements exist between Mr. Sanchez or any other person pursuant to which he was selected as a director.”
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
Activist investor Politan Capital won the two board seats it was seeking at medical technology company Masimo, defeating founder and CEO Joe Kiani and another director, Chris Chavez, at the shareholder vote.
Darlene Solomon and Bill Jellison will join Politan investment chief Quentin Koffey and former Johnson & Johnson executive Michelle Brennan, who obtained board seats in a prior proxy fight last year.
This is exactly why dual class share structures where the Founder or CEO control the company voting power despite holding less than half of company shares continue to be outrageous: At Masimo, Joe Kiani controlled only 9% of the company vote through a share structure where one share equals one vote.
At Southwest Airlines, where we reported last week that 6 directors have resigned, 4 new directors will be added, and Executive Chair and former CEO Gary Kelly will resign in 2025, activist investor Elliot Management wants the Chair to leave earlier than planned and still wants CEO Bob Jordan to step down.
Nelson Peltz’s activist hedge fund Trian Partners is among the shareholders reportedly calling for a shake-up at pest control firm Rentokil after a severe drop in its share price. They reportedly want US head Brad Paulsen and CFO Stuart Ingall-Tombs to turn in their bathroom keys.
Activist investor Engine Capital has a roughly 4% stake in freelance marketplace Upwork and is pushing for a shakeup to the company's board. In a letter to Upwork's board, Engine questioned whether Upwork's board has been adequately overseeing management. Specific problems cited by Engine include:
The fact that there have been three CFOs in four years
The lengthy tenures of Chair Thomas Layton and director
"The numerous business relationships between various directors, which diminish their independence"
And that none of Upwork's directors have any apparent experience in the staffing industry
Upwork is one of the rare boards in our database that shows full female control: 59% of influence is held CEO Hayden Brown and 3 other female directors.
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
First the losers:
At Agilysys, 32% of shareholders said NO Michael Kaufman
At Roivant Sciences, 32% said NO to Ilan Oren and 24% said NO James Momtazee
And at AAR Corp, 27% of shareholders don’t want to see Michael Boyce again. At least not in the boardroom of AAR Corp.
And the winners?
99.8% of shareholders sent virtual kisses to Emily Heath at Gen Digital
Likewise, 99.8% heart emojis to June Yang at NetApp
While the big winner is Maha S. Ibrahim at Deckers Outdoor, as she received the heartfelt support of 99.9% of voting shareholders
The good news here is that they are all women?
At Nike, it should come as no huge surprise that there is a major leadership change: as there seemed to be a bit of a protest vote at the company’s annual meeting last week: 40% of CLass B voters rejected director John Rogers Jr., 17% rejected Say on Pay, and there was relatively high support (26% YES) for two shareholder proposals: one on Supplemental Pay Equity Disclosure and another on Environmental Targets
And finally, let’s end on a nice annual meeting mystery: At Open Text Corporation, 75% of shareholders said a big NO to Say on Pay. So what’s the mystery?
The company did not properly file its proxy statement with the SEC. I had to find it in .pdf form after an extensive google search
Only 2 of the 4 Pay Committee members were originally scheduled to be up for re-election
But then Pay Committee chair Ann Powell mysteriously resigned right before meeting
The only Pay Committee member shareholders voted on was David Fraser, who received 14% against
<THE BIG VOTE BUMPER>
THE BIG VOTE
FedEx Corporation
AGM Date: September 23, 2024
Documents
2024 Proxy
2023 Proxy
2023 Voting results
2022 Voting results
General Observations
Ownership
Institutional
Vanguard 8%
BlackRock 6%
Dodge & Cox 6%
PRIMECAP 5%
Individual
Frederick Smith 8%
Performance outliers:
Overall: .284
Frederick Smith .198
Amy Beth Lane .575
EBITDA .363
Joshua Cooper Ramo .654
Susan Patricia Griffith .137
TSR .384
Nancy Ann Norton .740
Robert Bradley Martin .245
Carbon .266
Amy Beth Lane .577
Controversies .126
Susan Patricia Griffith .913
Frederick Smith .021
Board stuff
Committees
Audit and Finance (a)
Governance, Safety, and Public Policy (n)
Compensation and Human Resources (c)
Cyber and Technology Oversight (t)
Skills
(Non-Executive DIrectors)
Economics and Accounting (6%)
Mechanical (3%)
Administrative (2%)
(Executive DIrectors)
Transportation (38%)
Mechanical (15%)
Public Safety and Security (10%)
Diversity Gaps
Female Power Gap 36%9/% (-27%)
Industry average female influence = %
Insider influence: %
Industry average %
Other
75 mandatory retirement age
2023 SHPs
A stockholder proposal requesting amendment to clawback policy for unearned pay for each Section 16 officer
John Chevedden
26% FOR
A stockholder proposal requesting a “Just Transition” report
International Brotherhood of Teamsters General Fund
30% FOR
A stockholder proposal requesting paid sick leave disclosure
Sisters of St. Francis of Philadelphia
11% FOR
A stockholder proposal requesting a report on assessing systemic climate risk from retirement plan options
As You Sow
8% FOR
Proposal 1: Election of 14 Directors
Annual Elections for ALL directors? YES
NOMINEES
SILVIA DAVILA 53 f 2023 ct 1% FOR
Regional President, Latin America of Danone S.A; served in a variety of marketing and brand roles at Mars, Inc., Procter & Gamble Company, and McDonald's Corporation from 1989 to 2014
Other Public Company Directorships: Betterware de México, S.A.P.I de C.V.
Votes Against Last AGM: n/a
MARVIN R. ELLISON 59 m 2014 an 3% AGAINST
CEO/Chair Lowe’s Companies; former CEO/Chair J.C. Penney
Other Public Company Directorships: Lowe’s Companies, Inc.
He is a former director of J. C. Penney Company, Inc. and H&R Block, Inc.
Votes Against Last AGM: 4%
STEPHEN E. GORMAN 69 m 2022 tn 1% FOR
Former CEO Air Methods Corporation; former CEO Borden Dairy Company; former COO Delta Air Lines; former CEO Greyhound Bus
Other Public Company Directorships: Peabody Energy Corporation
He previously served as a director of Greyhound Lines, Inc., Rohn Industries, Inc., Timco Aviation Services, Inc., Pinnacle Airlines Corporation, and ArcBest Corporation
Votes Against Last AGM: 2%
SUSAN PATRICIA GRIFFITH 59 f 2018 cn 2% FOR
CEO The Progressive Corporation
Other Public Company Directorships: The Progressive Corporation
former director of The Children’s Place, Inc.
Votes Against Last AGM: 3%
AMY B. LANE 71 f 2022 ac 2% FOR
former Managing Director at Merrill Lynch & Co and Salomon Brothers
Other Public Company Directorships: NextEra Energy, Inc. and TJX Companies Inc.
served as a director of GNC Holdings, Inc. and as a member of the Board of Trustees of Urban Edge Properties
Votes Against Last AGM: 2%
R. BRAD MARTIN 72 m 2011 A 3% AGAINST
Chairman of RBM Venture Company; former CEO/Chair Riverview Acquisition Corp.
Other Public Company Directorships: Westrock Coffee Company
previously a director of Chesapeake Energy Corporation, First Horizon National Corporation, Caesars Entertainment Corporation, Dillard’s, Inc., Gaylord Entertainment Company, lululemon athletica inc., Ruby Tuesday, Inc., and Riverview Acquisition Corp.
Votes Against Last AGM: 5%
NANCY A. NORTON 59 f 2022 T 1% FOR
Vice Admiral Norton is the retired Director of the Defense Information Systems Agency (DISA), a U.S. Department of Defense combat support agency, and commander, Joint Force Headquarters Department of Defense Information Network
Other Public Company Directorships: Leidos Holdings, Inc.
Votes Against Last AGM: 2%
FREDERICK P. PERPALL 49 m 2021 an 2% FOR
CEO The Beck Group
Other Public Company Directorships: Starwood Property Trust, Inc.
previously served as a director of Triumph Bancorp, Inc.
Votes Against Last AGM: 3%
JOSHUA COOPER RAMO 55 m 2011 at 0% AGAINST
CEO/Chair Sornay, LLC; former co-CEO Kissinger Associates
Other Public Company Directorships: None
former director of Starbucks Corporation
Votes Against Last AGM: 4%
SUSAN C. SCHWAB 69 f 2009 ct 3% AGAINST
Former U.S. Trade Representative and former Director–General of the U.S. and Foreign Commercial Service (Assistant Secretary of Commerce)
Other Public Company Directorships: Caterpillar Inc. and Marriott International, Inc.
Board Chair of the National Foreign Trade Council; former director of The Boeing Company
Votes Against Last AGM: 5%
FREDERICK W. SMITH 80 m 1971 64% FOR
FedEx founder; Executive Chair; former CEO
Other Public Company Directorships: None
Votes Against Last AGM: 6%
DAVID P. STEINER 64 m 2019 N 4%AGAINST
Former CEO Waste Management, Inc.
Other Public Company Directorships: Vulcan Materials Company
previously a director of TE Connectivity Ltd. and Waste Management, Inc.
Votes Against Last AGM: 8%
RAJESH SUBRAMANIAM 58 m 2020 9% AGAINST
CEO FedEx
Other Public Company Directorships: The Procter & Gamble Company
former director of First Horizon National Corporation
Votes Against Last AGM: 3%
PAUL S. WALSH 69 m 1996 C 4% AGAINST
Executive Chair McLaren Group Limited,
Other Public Company Directorships: McDonald’s Corporation and Vintage Wine Estates, Inc. (delisted in July 2024)
previously a director of Avanti Communications Group PLC, Centrica plc, Compass Group PLC, Diageo plc, HSBC Holdings plc, Ontex Group NV, Pace Holdings Corp., RM2 International S.A., TPG Pace Holdings Corp., Unilever PLC, and Bespoke Capital Acquisition Corp.
Votes Against Last AGM: 7%
Matt:
I know we’ve covered Meta and other dual class companies, but this company is NOT dual class but it IS founder led by Fred Smith who is the largest single shareholder with 8.4% of the shares. So going in, here was my underlying thesis: is it worth keeping a strong performing founder around in perpetuity in exchange for influence over the board?
Let’s talk about the board - there seems to be three core groups on the board:
Lobbyists
Susan Schwab - ambassador, trade
Josh Ramo - Kissinger (political consultant, lobby adjacent)
Nancy Norton - Dept of Defense
Fred Smith’s Favorite Toys
Paul Walsh - whisky and sports cars, 1996
Stephen Gorman - planes (air medical evac), 2022
Josh Ramo - TV, media, 2011
Brad Martin - Tennessee state rep, Fedex in Memphis, TN, 2011
The “Diversity” Crowd
Silvia Davila (new)
Susan Griffith
Amy Lane
Fred Perpall
Fred Smith the founder has a strong habit of looking out for Fred Smith the shareholders - the company spent the last few years streamlining and cutting in order to pay massive dividends and buybacks, which is the only way Fred Smith makes money if he doesn’t sell shares (his dividend check runs around $108m per year)
FedEx bought back 2bn in 2023, 1bn expected in 2024, paid 1.3bn in dividends in 2023, likely same in 2024
Smith’s politics also dictate - few SP500 companies donate almost exclusively to one party, but FedEx is one - nearly entirely GOP for decades reflecting Smith himself.
FedEx and Smith lobbied hard for tax cuts under Trump, and the NYT covered how they paid $1.5bn in 2017 down to zero in 2018 - and spent the money largely on dividends and buybacks, for whom Smith is the largest beneficiary.
NYT report
Fred Smith fake stepped down in 2020 and replaced himself with Rajesh Subramaniam, a FedEx lifer who fits the profile of SE Asian Male Founder Replacement Theory (Nadella, Pichai, Narasiman from Starbucks). The thing that makes Rajesh different is he is highly individually connected to the existing board, as well:
Rajesh also incredibly well known to existing board - connected inside 2 degrees to Ellison, Walsh, Schwab
They have a policy that covers interlocks with executives - but not each other (Interlocking Directorships. An executive officer of FedEx served on the board of directors of a company that employed the director or employed an immediate family member as an executive officer, and over five years have passed since either such relationship ended.)
The policy doesn’t include second degree connections clearly
So you have an aggressive founder with a history of strong performance that greases shareholders and no one would think of getting rid of him EXCEPT that there is no real replacement for the 80 year old at this point and shareholders have a board full of his friends and toys - so what do you do?
IF YOU’RE GOING TO ACCEPT THE TRADEOFF, THEN DO NOT SURROUND THE STRONG FOUNDER WITH FRIENDS
Keep Smith all day - but he doesn’t need his friends and toys
Smith will have power no matter what, you don’t need directors tenured since Clinton’s second term to keep him happy
The new lackey CEO is equally if not more directly connected to the other board members - and it isn’t a rule that CEOs MUST be on their boards, particularly when the CEO is likely just deferential to the founder
So vote AGAINST the connected, longest tenured directors and FOR all the Diversity
Notes on knowledge:
Eerily similar knowledge map to direct public competitors:
Proposal 2: Say on Pay
10% NO in 2023
CEO Pay Ratio: :1
$ median
CEO $M total for 2024
Boring; same old shit
Matt:
Does the CEO need to get paid when the founder is there? Serious question - should the CEO just be considered another “NEO” and not the CEO? Isn’t it NEO pay, not CEO pay?
Proposal 3: Auditor
Nobody cares: Ernst & Young
Proposal 4: Management
Approval of an amendment to the Third Amended and Restated Certificate of Incorporation of FedEx Corporation to limit liability of certain officers as permitted by law.
AGAINST - Why do directors need MORE exculpation? Investors, do yourselves a favor and retain some rights
Proposal 5: Management
Approval of an amendment to the Third Restated Certificate of Incorporation of Federal Express Corporation to remove the “pass-through voting” provision that requires the approval of FedEx Corporation's stockholders in addition to the approval of FedEx Corporation, as sole stockholder, in order for Federal Express Corporation to take certain actions.
Proposal 6: SHP regarding a Just Transition report
Shareholders request the Board of Directors prepare a report disclosing how FedEx Corp., is addressing the impact of its climate change strategy on relevant stakeholders, including but not limited to its employees, workers in its supply chain, and communities in which it operates, consistent with the “Just Transition” guidelines of the International Labor Organization and indicators of the World Benchmarking Alliance
International Brotherhood of Teamsters General Fund
This needs a touch of translation - teamsters want to know how the climate change efforts (or lack thereof) will affect employees (among other stakeholders). FedEx responded that they do great on climate change, but said nothing about the just transition.
I’m on the fence - I feel like we need to kill shareholder proposals that don’t add to shareholder rights and just vote out directors from now on, but the feasibility of that is low given how BLK and Vanguard control the market (or, in this case, Fred Smith)...
Proposal 7: SHP regarding shareholder input on bylaw amendments
Shareholders request the Board of Directors amend the Company Governing Documents to provide for shareholders to vote on Board of Directors amendments to the bylaws that currently do not require a shareholder vote. Amendments to the bylaws may still take effect upon approval by the Board of Directors, and will remain in effect even if not approved by shareholders. A shareholder vote shall occur at the next regular or special meeting of shareholders after the Board of Directors approves the amendment.
John Chevedden
Proposal 8: SHP regarding climate lobbying alignment with company’s carbon neutral goals
United Church Funds
Shareholders recommend that FedEx’s Board of Directors analyze and report to shareholders annually (at reasonable cost, omitting confidential/proprietary information) on whether and how it is aligning its lobbying and policy influence activities and positions, both direct and indirect (through trade associations, coalitions, alliances, and other organizations) with its public commitment to achieve carbon neutral operations globally--including the climate policy activities and positions analyzed, the criteria used to assess alignment, and the involvement of stakeholders, if any, in the analytical process.
This is 1000% FOR - I touched on FedEx lobbying and donations, they are heavy donors to climate change denialist conservatives. In search of tax breaks, they are happy to sacrifice climate change (but tout their climate progress)
DAMION:
That’s the Proxy Countdown for the week of September 16, 2024. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder sharks, floating bandaids, and wayward directors.
<OUTRO THEME>
-
The Big Vote at Chevron, Exxon, and Shell, plus a big AGM roundup
- Daha fazla göster
