In or Out: JPM succession team, Nintendo, and iconic CEO clothes
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THINGS WE MISSED
The meritocracy is still a lie: ‘Don’t look at the résumé’: Elon Musk admits he’s ‘fallen prey’ to flashy credentials and says conversation matters most when hiring
“Generally, what I tell people—I tell myself, I guess, aspirationally—is, don’t look at the résumé,” he said. “Just believe your interaction. The résumé may seem very impressive…but if the conversation after 20 minutes is not ‘Wow,’ you should believe the conversation, not the paper.”
“I think goodness of heart is important.”
Four Black women. Nine degrees. Not one steady paycheck.
The president promised to save “Black jobs,” but his policies have resulted in fresh pain for the Black middle class as the employment gap widens.
Study: Women are more likely to get hired after taking GLP-1s
Zuck still sucks: Mark Zuckerberg Sure Sounds Eager to Get Young People Hooked on Online Gambling
The Meta CEO is developing a social network betting market app—and wants help from Polymarket and Kalshi.
Starbucks “Actively Reassessing” 2030 Climate Goal
Starbucks initially unveiled its climate goal in 2020, targeting a 50% reduction in Scope 1, 2 and 3 emissions by 2030, on a 2019 basis.
While the company’s impact report indicates that it has succeeded in cutting operational emissions, with Scope 1 and 2 falling 17% since 2019, wider value chain emissions have continued to climb, with Scope 3 rising by 8% since 2019. With Scope 3 accounting for over 90% of overall emissions, Starbucks has seen its GHG footprint grow by 7% overall since 2019.
The reassessment of the goal comes as the company takes “a fresh, comprehensive look at our sustainability goals,” according to a blog post by Starbucks’ Chief Sustainability and Social Impact Officer Kelly Goodejohn, as part of the company’s ‘Back to Starbucks’ strategy initiated by CEO Brain Niccol.
From the Impact Report:
Overall Grants from the Starbucks Foundation
FY25 $13.6M ($31M)
FY24 $21.4M ($96M)
Delaware Court of Chancery Interprets New Section 144 and Applies Heightened Presumption of Director Independence
The Opinion arose in a common context in Delaware stockholder litigation: claims over director and management compensation. In the decision, Vice Chancellor Lori W. Will applied, for the first time, the statute’s heightened presumption of independence for directors of public companies determined by the board to be independent under the relevant NYSE or Nasdaq listing standards to dismiss derivative claims on demand futility grounds.
In conducting the demand futility analysis, which looks to whether a majority of the board can independently consider a stockholder demand to bring derivative litigation, the Court reasoned that the new statutory language requiring a plaintiff to plead “substantial and particularized facts” to rebut the “heightened” presumption of independence sets a higher bar than under pre-existing law. Specifically, the Court held that the addition of “substantial” to the existing standard that already required particularized facts meant that “a plaintiff must plead specific, non-conclusory facts of sufficient qualitative significance to support a reasonable inference of a material interest or relationship that would impair the director’s objective judgment.” The Court was clear that it is not a matter of quantity but rather quality, observing that “a collection of trivial facts” will not rise to the level of materiality required to satisfy this “heightened” standard. Applying that standard to the facts in the case, the Court concluded that the plaintiff’s allegations of various overlapping board positions, overlapping investments, and other “business ties” with the company’s founder and non-executive chairman were not sufficiently material.
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The Boardroom Buy-In
The Taser CEO Who Says AI Is the Future of Policing
Taser and body-cam king Rick Smith is betting Axon’s dominance—and his own pay package—on his tech-driven vision
66% influence
Rick Smith: Every 30 seconds one of his Tasers is fired by somebody in the U.S., usually a police officer.
The pay package he and his board put together catapulted him to the top of last year’s list of the highest-paid CEOs, with a compensation package valued at $164.4 million.
Smith has already hit three of seven goals. At the end of 2025, Axon estimated the shares underlying the full award could be worth nearly $386 million.
IN: Not a dictatorship
One share one vote
BlackRock 9.3%
The Vanguard Group 11.6%
Patrick Smith 3.5 %
OUT: Patrick Smith 66% influence MM
With Chair Michael Garnreiter (2006-); sits on Audit, Compensation Committee, and Nominating committees
Compensation Committee chair Hadi Partovi (2010-): Smith (‘91) and Partovi (‘94) both members of the Theta Eta chapter of Sigma Chi at Harvard
OUT: Patrick Smith ignores his board:
In the wake of the tragic 2022 school shooting in Uvalde, Texas, Smith announced that Axon would begin developing Taser-equipped drones that could fly into classrooms to incapacitate active shooters.
This decision was made unilaterally, bypassing Axon's own independent AI Ethics Board.
The board issued a rare, public rebuke of Smith, accusing him of "trading on the tragedy" of school shootings to push a dangerous idea.
Consequently, 9 of the 12 ethics board members resigned in protest, citing a total loss of faith in Axon’s ability to act responsibly.
Smith was forced to publicly back down and pause the project.
IN: The CEO Performance award was specifically voted on in 2024 and passed, barely, but it passed: 50.1% yes
Nintendo Boss to Give Sweeping 10% Salary Raise to Retain Employees
While most of the players in the gaming industry continue to hemorrhage jobs, Nintendo is opting to take a different path. The Kyoto-based gaming giant has recently announced a 10% increase to base salaries for its employees, a move that highlights its commitment to talent retention while everyone else is laying off employees.
Nintendo president Shuntaro Furukawa made the announcement during a recent shareholder meeting, emphasising that maintaining competitive compensation is central to the company's strategy. The raise applies to the company's workforce, which has grown to over 8,200 employees, the highest headcount in Nintendo's history.
IN: CEO Shuntaro Furukawa’s (18%) annual executive compensation at Nintendo generally totals around $2.5M
OUT: 63% of shares held by institutional investors. What the hell do these suits know about video games?
IN: Of six outside directors, 3 are women (20% average in Japan)
IN: Because they literally have questions like this at their annual meeting, in fact it was the first one: “With the release of Splatoon Raiders approaching, how does Nintendo evaluate the previous title, Splatoon 3? Some players experienced communication errors and discrepancies in hit detection in that title. I feel that Nintendo’s response to these issues may not have been consistent with “sincerity,” one of the values in the Nintendo DNA.”
Copart CEO Jeff Liaw to step down, Jay Adair to return
CEO Jeff Liaw will step down from his position and leave the board of directors effective July 31, 2026.
Executive Chairman Jay Adair to resume the CEO role on the same date. Adair previously served as Copart’s CEO. Liaw will assist with the transition as Special Advisor to Adair.
Liaw has been with the online vehicle auction company for approximately a decade, serving first as CFO, then as President, before becoming the company’s third CEO.
OUT: Leadership messiness, highlighted by a boomerang CEO and so much more:
The board has a Chair (founder Willis Johnson 40%) AND an Executive Chair: Willis’ son-in-law and co-founder and boomerang CEO Jay Adair 38%
The board also included resigning CEO/former CFO Jeff Liaw and former COO Jim Meeks and former Copart executive Steve Cohan
IN: a boomerang marks a return to the glory days?
former CEO Liaw is actually leaving the board
Stock price down 50% over past few years
OUT: A dumb board for an online car auction company:
12 directors
5 are former or current executives
One independent director with an car experience: sort of.
Matt Blunt is the president of the American Automobile Policy Council, which represents the public policy interests of Stellantis N.V., Ford Motor Company, and General Motors Company
Served as the governor of the State of Missouri from 2005 to 2009.
Only 2 women.
3 directors involved as a private inverter or venture capital
IN: CEO Pay Ratio is 46:1
Liaw $2.1M
Adair $432k for certain benefits
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Things We Missed
DOL’s Replacement ESG Rule Reaches White House
The rule isn’t interesting in and of itself - it reverts to Trump’s prior rule in his first term that basically said ESG (E+S really) is dumb, and that everything must be "pecuniary focused”
But the interesting part this time around:
Trump also signed an executive order in December 2025 directing the DOL to tighten fiduciary rules governing proxy voting and to increase transparency about plan sponsors’ use of proxy advisers. The department issued a technical release in April warning that proxy advisory firms may be subject to ERISA fiduciary standards and that proxy voting is a fiduciary act under the law that must be carried out “for the exclusive purpose of maximizing risk-adjusted return.”
From the technical release in April:
The Department has long recognized that voting rights and other shareholder rights attributable to shares held by ERISA-governed employee benefit plans are plan assets in their own right. Accordingly, management of those rights is subject to ERISA’s fiduciary duties, including the duties of prudence and loyalty. The Department first issued guidance on this topic in the 1980s. For example, a 1988 letter (Avon Letter) noted that “it is the Department’s position that the decision as to how proxies should be voted . . . are fiduciary acts of plan asset management.”(2)
Proxy advisory firms may also be functional fiduciaries under ERISA section 3(21)(A)(ii) by providing investment advice for a fee to plans with respect to property of that plan.
Here’s why it’s interesting:
Defining fiduciaries as those who provide advice for a fee means everyone selling research is a fiduciary if the research is used in an investment decision
The DOL is squarely defining proxy voting as a fiduciary act - which means that there can be no rational apathy as Mike Levin likes to talk about - if voting your proxies is definitionally your fiduciary duty, you can’t defer it or ignore it
If you vote 99% in favor of management, you definitionally are ignoring your fiduciary duty - half of companies will underperform some peer set, meaning they produced fewer returns than peers, in any given year. So you either set the time frame longer (thus forcing the inclusion of long term data like climate and social factors) and say that in any one year it makes sense to vote with management to allow them time to execute strategy, OR you should be voting against nearly half of management proposals for underperformers each year because they are not producing pecuniary returns
Governance chairs remain under pressure as investor scrutiny rises despite rising support for directors, research shows
ISS found that the MEDIAN support for directors has hit 98%
They found that governance/nom chairs (those are specifically governance/nom committee chairs) had median support of 94.1%
Pay chairs had 96.9% support
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The Boardroom Buy-In
JPMorgan built a pipeline of female CEO candidates that was the envy of Wall Street. How did it fall apart? Are you IN or OUT on this board to find a successor to Dimon?
IN or OUT: Nom chair: Gini Rometty (2020)
Massively connected - highest betweenness, 82% connected to other directors (highest on board)
Ex IBM CEO (retired 2020), IBM lifer (since 1981), Council on Foreign Relations, Business Roundtable
CEOs replaced: herself? With Arvind Krishna, who was at IBM for more than 30 years
IN or OUT: Michele Buck (2025)
Newly appointed, ex CEO of Hershey, Hershey for 20 years and Kraft/Nabisco for 17 years prior (two companies, all food), board of NY Life
CEOs replaced: zero (dictatorship at Hershey)
IN or OUT: Stephen Burke (2004)
Lead Director! 16% influence, 22 year tenure
Comcast since 1998, Disney/ABC 1986, director at Berkshire Hathaway
CEOs replaced: zero (dictatorship at NBC/Comcast)
IN or OUT: Alex Gorsky (2022)
Ex CEO of J&J, Boards of Apple, IBM (!), ex Business Roundtable
CEOs replaced: Tim Cook, himself, Gini Rometty (!)
Jensen Huang's iconic leather jacket is going up for auction. Are you IN or OUT on “iconic” founder clothes?
IN or OUT: Steve Jobs’ turtleneck IN
Enabled by Arthur Levinson
IN or OUT: Zuck hoodie IN
Enabled by Peter Thiel, Marc Andreessen
IN or OUT: Bill Gates’ glasses OUT
IN or OUT: Elizabeth Holmes’ turtleneck OUT
IN or OUT: Jack Dorsey’s “love” hat OUT
IN or OUT: Musk’s chainsaw IN
Sub question: if a board member has been on the board as long as the founder, are they iconic?
Tench Coxe - 32 years on Nvidia board, only board he’s on, buddies with Jensen
Harvey Jones - 32 years on Nvidia board, only board he’s on, buddies with Jensen
Brooke Seawell (28 years) and Mark Stevens (17 years) - both were with Jensen when Nvidia just made dopey video cards for better video games
