Adding directors right after the AGM, plus Hoag stays, pay for bottom quartile, and attendance bites again

Trade Wire - BUY/SELL

Top Stories:

1. Netflix Rejects Jay Hoag’s Resignation, saying “Mr. Hoag’s continued service as a member of the Board is in the best interests of the Company and its stockholders” despite the glaring flaw in its logic that 79% of stockholders said NO.

2. In new hires:

1. DTE Energy announced that COO Joi Harris would be the new CEO, succeeding Jerry Norcia, who will become executive chair. Joi is a double ceiling breaker: becoming the first black woman in the role.

2. UDR’s new CFO is David Bragg, who lasted only 16 months as CFO at Roots Management Group from March 2024 to June 2025.

3. The new interim CEO at Hormel Foods is former CEO Jeffrey Ettinger. For 15 months of service to provide cover for poor succession planning he will get a salary of $1.2M, a target short-term award equal to $2M, a one-time equity grant of $7.2M, and 10 full weeks of paid vacation.

4. The new CFO at Pure Storage, Tarek Robbiati, who lasted as CEO of RingCentral for only 5 months and has not held a full-time executive position since 2023, will get about $30M in equity awards, more than third of which will vest simply over time without performance-based conditions.

5. Starbucks appointed two uber-networked directors to its Board of Directors:

1. Dambisa Moyo is on the boards of Chevron Corporation and Condé Nast and previously served on the boards of SABMiller, Barclays Bank, 3M, and Seagate Technologies. 

2. Marissa Mayer previously served as CEO and director at Yahoo!. Mayer currently serves on the boards of Walmart, AT&T, and Hilton Hotels & Resorts. She also served on the board of Nextdoor.

1. In ‘circumventing the alternative democracy’ news:

1. Netflix appointed Airbnb CFO Elinor Mertz to its board a mere 16 days after its annual meeting. Democracy avoided.

2. Similarly, PayPal appointed Deirdre Stanley to its board 19 days after its annual meeting.

3. Also waiting 19 days was MicroStrategy, who snuck Peter L. Briger, Jr. onto the board and gave him a golden hello equity award valued at $2M. On top of that he is also due to receive about $500,000 in annual director compensation. Peter joins a board with only one woman so let’s hope he’s comfortable in a men’s locker room.

2. In ‘here’s some more money for hanging around’ news:

1. Somnigroup International has renewed the contract of CEO and Chair Scott L. Thompson. As a result, he gets a $10M cash transaction bonus for the company's acquisition of Mattress Firm and 1.2M stock options valued currently at about $22M.

2. Flex CEO Revathi Advaithi gets a one-time supplemental equity award valued at $25M if the Company’s relative total shareholder return (“rTSR”) over a three-year period is below the 25th percentile, $50M if the Company’s relative total shareholder return over a three-year period is below the median, and $62.5M if the Company’s relative total shareholder return over a three-year period is at or above the median.

3. Howmet Aerospace has renewed the contract of its CEO and Chair, John C. Plant, as such, John will get a special retention award of restricted stock units valued at $45M.

4. Starbucks named executive officers are getting a surprise July 4th “Back to Starbucks” bonus for staying at their jobs. The equity award is worth $6M if an operating expense reduction is met and up to $12M for the achievement of the easiest set of goals known to humankind: (i) the rollout of the Company’s Green Apron Service program, (ii) coffeehouse uplifts, (iii) new food and beverage platforms, and (iv) a reimagined Starbucks Rewards program.

3. And finally, in a tribute to simpler times, here’s the announcement: “On May 20, 2025, at the Contractor Connection RESTORE Conference, Larry C. Thomas, global president of Platform Solutions of Crawford & Company announced his plans to retire from the Company effective at the end of the year. Mr. Thomas has been with the Company since 1983.”

1. Retiring at a conference; seems so old-fashioned

<PROXY CAGE MATCH BUMPER>

PROXY CAGE MATCH

1. ISS Recommends “Withhold” votes on long tenured Brookdale Senior Living directors Lee Wielansky, Chair of the Investment Committee, and Victoria Freed, Chair of the Nominating and Governance Committee:

1. “Given the tenure and positions of Wielansky and Freed, they are arguably the most culpable among incumbent directors for the current state of affairs.”

1. 2024 vote: Wielansky (99.6% YES) and Freed (98.8% YES)

2. ISS Supports Compelling Case for Change to AstroNova Board of Directors

1. ISS finds “change at the Board level is warranted to improve independence and oversight”

2. 2024 vote: 97% YES for entire board last year

3. ISS advised investors to vote against the re-election of Shari Redstone to the Paramount Global board, citing concerns over the company's governance and executive pay structure. They also recommended a vote against directors Barbara Byrne, Linda Griego, and Susan Schuman.

1. 2024 vote: Against: 2.4%; Abstain: 12.1%

4. Texas Enacts New Law to Regulate Proxy Advisory Firms

1. SB 2337 aims to limit proxy advice based on "nonfinancial" factors such as ESG and DEI and requires proxy advisors to provide a "specific financial analysis" for any recommendation in opposition to management's position.

5. And lastly, Lamb Weston reached a settlement with Jana Partners allowing the activist investor to add six new directors: four Jana candidates and two other mutually agreed-upon directors.

1. The Jana candidates include Timothy McLevish, a former Lamb Weston executive chairman and Jana's portfolio manager Scott Ostfeld.

2. The other additions are: Bradley Alford, a former Nestle USA CEO who will become chairman; food industry executive and Continental Grain adviser Ruth Kimmelshue; and the two new mutually agreed on directors are Lawrence Kurzius and Paul Maass, who both have food industry experience as top executives.

<VOTE RESULTS BUMPER>

VOTE RESULTS TABLE 

Here are the highlights from 33 large-cap annual meetings over the past 2 weeks:

1. 16 total SHPs: but from only 9 companies, meaning 24 meetings had zero SHPs

2. Only 2 “wins” overall:

1. Vertiv Holdings:

1. Joseph van Dokkum 46% NO

2. Jacob Kotzubei 54% NO    

2. Viridian Therapeutics

1. 51% NO increase equity plan by 8M shares

3. 7 “moral” victories (over 30%): 

1. EBAY

1. call a special meeting 49% YES

2. Equity Incentive Award Plan 45% NO

2. BJ's Wholesale Club

1. GHG emissions reduction 30% YES: Trillium ESG

1. First SHP since its 2018 IPO

3. DELTA AIR LINES

1. Act by written consent 42% YES

4. COSTAR GROUP

1. transparency in political spending 33% YES

2. 46% NO Pay

5. ANSYS

1. Act by Written Consent 41% YES

4. The shareholder disconnects:

1. COSTAR GROUP: Musslewhite 4% NO (lowest NO); 46% NO Pay

2. IonQ: classified; 19% NO Singh; 36% NO on Pay; no Pay Committee members up for vote

5. The shareholder connects?

1. DELTA AIR LINES: Act by written consent 42% YES

2. ANSYS: Act by Written Consent 41% YES

6. The directors : 5 over 20%

1. Losers

1. Core & Main: Gipson 35% NO (classified)

2. Okta: Epstein 29% NO (classified)

3. Viridian Therapeutics: Gheuens 23% NO (classified)

4. BIOGEN: Dorsa 22% NO; Rowinsky 22% NO

1. Freire 17% NO; Hawkins 17% NO; Langer 17% NO; Mantas 19% NO; Sherwin 17% NO

5. COMCAST: Baltimore, Jr. 21% NO; Bacon 25% NO

1. Bell 15% NO; Honickman 16% NO

6. VEEVA SYSTEMS: Carges 20% NO; Ritter 38% NO; Wallach 40% NO

7. Vertiv Holdings

1. Joseph van Dokkum 46% NO

1. chairman of the Nominating Committee: 1 woman; 9 men

2. Jacob Kotzubei 54% NO

1. Mr. Kotzubei attended 50% of the aggregate meetings of the Board of Directors and was not able to attend the balance due to last minute emergencies and other extenuating circumstances

8. CrowdStrike Holdings: Cary J. Davis 34% NO; Laura J. Schumacher 38% NO (classified)              

2. Winners

1. Robinhood Markets: John Hegeman 99.94% YES

2. Dell Technologies: David Grain 99.93% YES

1. The oddities:

1. Smallcap: Red Cat Holdings: 4 out of 5 directors about 57% NO; Thompson 2% NO

1. CEO Jeffrey Thompson controls 14% of voting power

2. Mastercard:

1. racial equity audit report 11% YES: SEIU MasterTrust

2. affirmative action risks 0.4% YES: National Center for Public Policy Research

3. COMCAST: CEO pay ratio factor 4% YES; independent chair 27% YES

4. KROGER:

1. discarded cigarette pollution 9% YES: Sister of St. Francis of Philadelphia

2. third-party mandated framework on U.S. farmers 15% YES: Domini Impact Equity Fund

3. safeguarding the privacy of consumer health data 14% YES: Rhia Ventures

5. NVIDIA:

1. eliminate holding period requirement to call a special meeting 7% YES: John Chevedden

2. new director election resignation governance policy 18% YES: The New York City Carpenters Pension Fund

3. modify existing reporting on workforce data 18% YES: Trillium ESG Global Equity Fund

<THE BIG VOTE BUMPER>

THE BIG VOTE PICKS

MATT

MATT:

The Plus30s

• Damion steadily pulling directors added to boards right after AGMs

• Why it matters: 

• Most vesting, turns out, isn’t 1 year, it’s “directly prior to the annual meeting” and pro rata from start date

• Directors get nearly full salary PLUS fully vested stock before ever getting a vote

• Directors are added often as part of board expansion without vote - investors are voting entirely on incumbent slates

• The owners don’t choose their representatives, the representatives choose themselves

• The average director tenure for a large cap company is about 7 years - that means nearly 14% of the average tenure is over before investors weigh in

• I got to asking how often this happens - and are there patterns

• Methodology:

• Get AGM dates in the last 5 years

• Get director start dates in the last 5 years

• Find all non-executive directors that started 30 days or less after the AGM

• How many directors have a year of no accountability?

• Find the nom chair at the time of the election

• Are there nomination chairs that do this repeatedly?

Results

• Totals:

• Average days for director adds (plus/minus the AGM) is 90

• 90 days before or after the AGM on average, directors get added

• 292 directors added within 30 days post AGM in 5 years

• 79 times, directors were added INSIDE A WEEK of the AGM

• 227 companies added those directors

• The companies with multiple directors in a single year are often merger agreements

• 29 companies added directors ONE DAY after the AGM

• Worst of the worst: Rockwell Automation

• Only US company to do this three years in a row - 2022, 2023, 2024 - classified board

• In 2022, Robert Soderbery added after board expansion ONE DAY after AGM

• Not in proxy, no mention of expansion

• Kalmanson chair of nom committee, Holloman, Kean, and Payne on it

• In 2023, Phillip Holloman retired the day of the AGM, the replacement director Alice Jolla was added ONE DAY after the AGM

• Holloman on the proxy, no mention of retirement

• Jolla not in the proxy

• Kalmanson nom chair, Gipson, Holloman, Keane on committee

• In 2024, Rockwell expanded the board AGAIN adding Tim Knavish ONE DAY after the AGM

• It was not discussed in the proxy, nor was Knavish up for vote

• Bill Gipson nom chair with Jolla, Parfet

• Common directors:

• Parfet was lead “independent” chair at 15 year tenure

• Keane on the board for 12 years, on and off nom committee

• Moret CEO for 7 years - but this seems like the Parfet show 

• Pattern 1: classified boards

• 48% of the boards are classified - so directors already have limited accountability, and that’s 40% more than companies who HAVEN’T done this

• So about HALF of the director adds won’t see a vote for nearly TWO years or more rather than one

• Pattern 2: board expansion

• Board expansion right after the AGM is unusually common among these companies

• Pattern 3: network power

• The boards that do this tend to be highly networked and powerful boards - 16% more network power on average than non Plus30s

• Pattern 4: LESS insiders on the board

• By 15% on average - which seems surprising unless you think of these being “board run” companies, not management run?  It gels with seeing more Socialist boards (boards run by the committees rather than management)

Directors

• Two directors stand out as having this done TWICE at two different companies in the last five years

• Jodi Taylor

• Mister Car Wash, Inc - added 7 days after AGM

• JM Sucker - added 1 day after AGM

• Jorge Titinger

• Formfactor Inc - added 24 days after AGM

• Ichor Holdings - added 20 days after AGM