L3Harris’ misconduct problem, Mark’s bad week, the SEC quits SEC’ing
Story of the Week (DR):
L3Harris ousts CEO after investigation into conduct MM
L3Harris Technologies, the company that overhauled a Qatari plane now used as Air Force One, has replaced Christopher Kubasik as chairman and chief executive after an investigation determined he violated the defense contractor’s code of conduct.
Kubasik’s alleged conduct didn’t involve and has no impact on the Melbourne, Fla., company’s financial reporting, controls, customer relationships or operational performance, L3Harris said Monday.
The company didn’t give details on when it received a report of the potential violation. With the aid of independent counsel, the board determined that Kubasik’s removal would be in the company’s best interest, L3Harris said. He will be allowed to retain and exercise some previously vested stock options but won’t receive severance payments, benefits or accelerated stock-based awards.
“The Board determined that the Executive engaged in conduct that was not consistent with the values of the Company as outlined in its Code of Conduct.”
Kubasik will still hold onto some of his options that can net him stock worth about $23 million, as well as more than 200,000 shares of stock in L3Harris that he already owns, valued at nearly $57 million. L3Harris has paid Kubasik compensation valued at $66.3 million during the past three years, including $25.6 million in fiscal 2025.
The separation disclosure says the L3Harris board decided to reach a deal with Kubasik to get him to leave rather than trying to fire him for cause. Kubasik did not admit to any violation of the company code of conduct, and the deal expressively forbids any of the parties or their representatives from making public statements “inconsistent” with Monday’s disclosure.
AND THIS:
Women at L3Harris Shared Concerns About CEO’s Behavior Years Before Ouster
It was a warning that was shared among women who worked for Chris Kubasik: Avoid being alone with the executive and be careful on the corporate jet.
Multiple women at defense contractor L3Harris Technologies LHX had raised concerns about Kubasik’s behavior, including a formal complaint from one woman to human resources that was made around 2023, according to people familiar with the matter. The employee accused the CEO of sexual harassment, the people said.
Kubasik stayed on in his role. The woman left L3Harris. Not all L3Harris board members were briefed on the 2023 complaint and it is unclear
Ousted L3Harris CEO was previously forced out of Lockheed Martin job
Christopher Kubasik's ouster as the L3Harris CEO was not the first time he was forced out of a company amid an allegation of misconduct.
In 2012, Kubasik was set to become the CEO of Lockheed Martin when he was forced to resign after an ethics investigation confirmed that he had a close personal relationship with a subordinate employee.
Why Do Boards Keep Giving Misbehaving CEOs Second Chances?
L3Harris Technologies’ LHX chief executive is out because of misconduct allegations, and it isn’t the first time: More than a decade ago, Christopher Kubasik resigned from Lockheed Martin because he was accused of having a relationship with a subordinate.
The Crucial Moment That Companies Miss After They Oust a CEO
It matters how a company responds to a scandal once it’s caught in one, most blow the moment by choosing secrecy over transparency.
It’s an opportunity to reset the culture that led to the breach in the first place, but instead “your PR team and your legal team tell you ‘Don’t dig into these things—it’s not good for the company,’ so you silence all the debates.”.
Meta faces a $1.4 trillion threat that could mean ‘turning in the keys and walking away’—but the stakes of the case reach across tech
The trial involves a coalition of 29 state attorneys general in a unified case against Meta that was brought in 2023, and will be argued by lawyers representing California, Colorado, New Jersey and Kentucky. The stakes are enormous as leading government officials across the country push for Meta to be held accountable for allegedly violating federal and state laws, including the Children’s Online Privacy Protection Act, or COPPA, and various consumer protection statutes.
States accuse Meta of targeting children for Facebook, Instagram addiction: 'The young ones are the best ones'
Meta whistleblower told jury the company took a 'don't ask, don't tell' approach to kids' safety
‘Harvest their data and hide the truth from the public’: Four states seek billions from Meta over child safety practices
SEC says it will stop responding to no-action requests ‘entirely’
The Securities and Exchange Commission plans to stop responding to no-action requests “entirely … effective immediately,” the agency said in a statement Friday.
The decision comes after the SEC sat out the bulk of the no-action process during the 2025-26 proxy season. Investor advocates have since sued the agency, alleging the change violates the Administrative Procedure Act.
AI data center outrage is showing up everywhere from ads to elections
AI data center outrage is showing up everywhere from ads to elections
GOP Begs AI Firms to Fix Data Centers’ “Toxic Brand” to Help Midterm Chances
As A.I. Data Centers Spread, Pressure Mounts to Share Profits
The Data Center Industry’s PR Blitz Is Backfiring
Data center backlash echoes fossil-fuel politics
Major data center bills advance in California despite industry pushback
The ‘Country Hicks’ Who Refused $26 Million from an AI Data Center
Bad news for Jason Kelce: Postal Service rules say you shouldn't mail pee to data centers
Politicians Who Once Championed Data Centers Are Now Bashing Them
Pennsylvania Gov. Josh Shapiro cracks down on data centers, says speculators are 'scaring our communities'
Data centers are using more electricity than anyone predicted. What happens next?
Trump oblivious to voter fury about data centers, saying ‘the jobs are enormous and the money paid, the taxes paid, are just enormous’
Politicians Turn Against Data Centers as Anger Over AI Spreads
Amazon is buying rare books and destroying them to train its AI models
The team's logo features a dinosaur holding a book.
Data center hysteria is the new woke | Opinion
Bring back the corporate death penalty
More formally known as judicial dissolution, the corporate death penalty basically happens when the government is so pissed off by the corruption or damage a corporation causes that it yanks away their charter.
Andreessen Horowitz Focus of DOJ Probe Over Board Directors
Venture capital firm Andreessen Horowitz is the focus of a Justice Department antitrust probe over whether its investment partners are improperly serving on the boards of competing artificial intelligence companies, according to people familiar with the matter.
The companies at issue include Databricks Inc., one of the most valuable privately held technology companies in the world, and Fivetran Inc., both backed by the VC firm, according to the people, who asked not to be named discussing a confidential matter. Andreessen Horowitz co-founder Ben Horowitz serves on the board of Databricks, and partner Martin Casado is a board member of Fivetran. Both companies help businesses collect, organize and analyze massive troves of data.
Goodliest of the Week (MM/DR):
Assholiest of the Week (MM):
Bill Brown and Robert Millard DR
Never accountable for anything directors
History lesson:
Kubasik hired in 2015 after Lockheed disaster firing, hired as COO and President
Presiding CEO: Michael Strianese, Chair from 2008, CEO from 2006
Board:
Claude Canizares (71, MIT physics professor, 2003)
Thomas Corcoran (72, Carlyle, consulting, 1997)
Ann Dunwoody (64, only woman, US Army Gen, 2013)
Lewis Kramer (69, EY accountant, 2009)
Robert Millard (66, MIT Chair, Lehman until 2008 collapse, LID, 1997)
Lloyd Newton (74, only PoC - token black guy - US Air Force General, 2012)
Vincent Pagano, Jr (66, lawyer, Simpson Thacher, chair of nom, 2013)
Hugh Shelton (75, US Army Gen, 2011), Arthure Simon (85, accountant, 2001)
8 white men, 1 woman, 1 black dude
2018, Kubasik named CEO of L3 Technologies
Michael Strianese retires and Kubasik takes over
Same exact board minus Strianese
2019, L3 and Harris merge to be L3Harris
Kubasik added to L3Harris board, named COO and President of the company under Bill Brown, CEO and Chair
Surviving the board merger:
Thomas Corcoran
Robert Millard - LID, nom member
Lloyd Newton - chair of nom
Lewis Kramer
Adjacent - Roger Fradin of Carlyle on board, Corcoran also of Carlyle
June 2021, Kubasik becomes CEO and Bill Brown moves to exec chair (obviously)
Board:
Sallie Bailey
Bill Brown
Peter Chiarelli
Thomas Corcoran
Thomas Dattilo (nom) - ex tire CEO
Rober Gradin
Harry Harris
Lewis Hay III (nom) - lawyer, ex CEo of NextEra
Lewis Kramer
Rita Lan
Robert Millard (nom) - MIT Chair, Lehman
Lloyd Newton (nom chair) - general
So given that the CEOs choose their successors, the nom committees approve them, the rest of the board rubber stamps it… we can thank:
Michael Strianese - hires Kubasik, names him CEO at L3, despite Lockheed problems
Nom approval: Ann Dunwoody (64, only woman, US Army Gen, 2013), Vincent Pagano, Jr (66, lawyer, Simpson Thacher, chair of nom, 2013), Hugh Shelton (75, US Army Gen, 2011) - a nom committee composed of the ONLY woman, two generals and a lawyer - all of whom are the LOWEST TENURED ON THE BOARD at the time
Then Bill Brown - names Kubasik CEO of combined L3Harris, one year of babysitting as exec chair
Nom approval: Thomas Dattilo (nom) - ex tire CEO, Robert Millard (nom) - MIT Chair, Lehman, Lloyd Newton (nom chair) - general
Familiar names: Millard and Newton - see Kubasik all the way through
And the CEOs and directors can keep failing…
Bill Brown on the Becton Dickinson board
Robert Millard on the Green Dot Corp (nom!), iHeartMedia, Evercore (nom!) boards
Brought on to iHeart board just 3 years after an exec there went on a racial slur rant, the company was sued for gender and wage discrimination, and a radio host of the companies were accused of severe harassment - not sure what will change?
Dario Amodei
“Public benefit corporation” Anthropic: Anthropic Prepares Supervoting Power for Founders as it Readies for Mega-IPO
Board: Dario Amodei, Daniela Amodei (President, Dario’s sister), Yasmin Razavi (VC, crypto and prediction market investor), Reed Hastings (Netflix), Chris Liddell (ex Trump WH Deputy Secretary), and Vas Narasimhan (Novartis) - zero “public benefit” (or even public safety) people
Public Benefit Corporation: “A benefit corporation's directors and officers operate the business with the same authority and behavior as in a traditional corporation, but are required to consider the impact of their decisions not only on shareholders but also on employees, customers, the community, and the local and global environment”
What is the impact of supervoting shares? AI on society? AI on the environment? Who on this board is even remotely qualified to answer those questions?
Paul Atkins
Exhausting and perpetual gaslighting
SEC says it will stop responding to no-action requests ‘entirely’
In order to focus Division resources on the review of Securities Act and Exchange Act filings, including those reviews that are statutorily required, for the protection of investors and facilitation of capital formation, and in light of the extensive body of guidance from the Commission and the staff available to both companies and proponents on Rule 14a-8, the Division has determined to discontinue responding to Rule 14a-8 no-action requests entirely, including those submitted under Rule 14a-8(i)(1),[2] effective immediately, unless and until the Division announces otherwise. It also will no longer respond to notices filed under Rule 14a-8(j) with a letter indicating that it will not object if a company omits a proposal from its proxy materials.
From the 1934 House Report about the importance of Rule 14a-8:
“Fair corporate suffrage is an important right that should attach to every equity security bought on a public exchange.”
“Managements of properties owned by the investing public should not be permitted to perpetuate themselves by the misuse of corporate proxies. Insiders having little or no substantial interest in the properties they manage have often retained their control without an adequate disclosure of their interest and without an adequate explanation of the management policies they intend to pursue. Insiders have at times solicited proxies without fairly informing the stockholders of the purposes for which the proxies are to be used and have used such proxies to take from the stockholders for their own selfish advantage valuable property rights. Inasmuch as only the exchanges make it possible for securities to be widely distributed among the investing public, it follows as a corollary that the use of the exchanges should involve a corresponding duty of according to shareholders fair suffrage. For this reason the proposed bill gives the . . . Commission power to control the conditions under which proxies may be solicited with a view to preventing the recurrence of abuses which have frustrated the free exercise of the voting rights of stockholders.
Investors Slam SEC Plan to Remove Best-Price Rule
Atkins also is listening to the crypto bros who want to offer “tokenized securities” off exchanges and is hoping to eliminate a really basic rule that says “investors are entitled to the best price available for stocks they buy”
Separately, DOJ Withdraws Antitrust Guidance for Proxy Advisory Industry - no antitrust protections for ISS (good!) but still can’t do anything about the socialist NFL, MLB, NHL, NBA (bad!)
Headliniest of the Week
Office of Personnel Management (OPM) Director Scott Kupor, the key driver of President Donald Trump’s return-to-office agenda, admitted in a hot mic moment that he intentionally filmed a video in front of a blank wall while he was working from home so he wouldn’t get blowback over working at home.
“I was in my bedroom, but I was trying to find—because I knew someone was going to give me shit if like, they knew, ‘You were out of the office.’ …I was trying to find something that was not recognizable as being in my house, basically. So I was just trying to find a plain corner with a white wall, which was not that easy to find.”
Kupor was the first employee hired by Andreessen and Horowitz's venture capital firm, Andreessen Horowitz.
MM: Flock Says It’s “Taking a Break” From Responding to Media Requests
MM: Eric Schmidt is selling his superyacht
Who is this headline for? Billionaire yacht buyers? Poor people who hate billionaires with yachts?
Who Won the Week?
DR: The women at L3Harris Shared Concerns About CEO’s Behavior Years Before Ouster
MM: Joshua Ramer, the CEO at PeopleReturn (one of the last vestiges of diversity data in the US), whose newsletter today did the most Free Float thing I’ve seen anyone other than us do: they tracked a single Getty Image across SIX different company reports
The image was called 1325876463 “Young Boy Leaping Into Father Arms In Playground”, mostly for sustainability reports because it’s brown people
They found it in Danaher, Crown Castle, TD, Capital One, CSL Plasma, and Toyota Europe
Predictions
DR: The meritocro-mano-sphere-o hires Christopher Kubasik again without any push back from anything or anyone
MM: We decide that, since everyone is trying to make companies immune from climate change lawsuits, that we just make CEOs personally immune for any behavior
