Adobe’s succession vote, plus Paramount’s whistleblower, BP’s new CEO, AI’s proxy tilt

Written By Matt Moscardi

Trade Wire - BUY/SELL

TOP STORIES

proxy countdown_trade wire_2025 - Google Sheets: 44 Filings since March 31

THE HEADLINES

  1. Jeff Shell, president and board director at Paramount Skydance, is stepping down after allegations of SEC violations

    1. Shell came under scrutiny after gambler and whistleblower R.J. Cipriani filed a $150M lawsuit alleging Shell shared confidential information in violation of SEC rules.

    2. Shell previously left his role as NBCUniversal CEO in 2023 after he admitted to having an “inappropriate relationship” with an employee.

    3. The company said it did not find an SEC violation. Paramount added in a statement that the claims were “baseless” and said Shell is taking “forceful legal action.”

    4. His future at Paramount has been in question since the company beat Netflix  in a bidding war in February to acquire Warner Bros. Discovery The acquisition of WBD will bring in many new executives, and Shell, who was not involved in deal talks, didn’t have a defined role at a combined company, CNBC reported last month.

    5. Yesterday, a Separation Agreement was announced: Shell will be getting approximately $16M:

      1. $5M Cash Severance ($3.5M salary + $1.5M bonus)

      2. $11M Equity Acceleration (1,000,000 shares @ $10.95=$10.95M)

      3. 12 months of COBRA benefits COBRA/Subsidies ~$30,000

      4. According to the agreement: “The Executive shall not issue a press statement announcing about the separation without the advance approval of the Company” and “Nothing contained in this Agreement shall be deemed or construed as an admission of wrongdoing or liability on the part of the Company or of the Executive”

  1. BP's new CEO Meg O'Neill began her stint on April 1st. She is BP's fourth CEO since 2020 and its first external hire for the role in more than a century. She is the first woman to lead a top-five oil major.

  1. Two OpenAI Execs Are Going on Medical Leave

    1. The company’s chief marketing officer Kate Rouch is reportedly stepping down to recover from cancer.

    2. And Fidji Simo, OpenAI’s CEO of artificial general intelligence development — and arguably one of the AI company’s most important cogs — is taking medical leave.

      1. “For my entire time here, I’ve postponed medical tests and new therapies to stay completely focused on the job and not miss a single day of work”

DOWN TO 2F

  1. Global Net Leas: P. Sue Perrotty resigning (they also have a M. Therese Antone)

  2. Trade Desk:

    1. 4 directors have left since March 19

    2. Kathryn Falberg: Resigned effective March 23, 2026

    3. Lise Buyer: Resigned effective April 3, 2026

  3. AppLovin: Alyssa Harvey Dawson resigning

STUPID MONEY

  1. Bunge Global: special, one-time equity awards to NEOs: $13M total; $8M for CEO Gregory Heckman

  2. 2 $3M golden parachutes at Whirlpool

    1. James Peters, formerly Chief Financial and Administrative Officer, Whirlpool Asia

    2. Alessandro Perucchetti, formerly President, Whirlpool North America

  3. Broadcom: New CFO Amie Thuener ($35.4M equity/$1M cash)

  4. Oracle: New CFO Hilary Maxson golden hello: $250K relocation costs; $26M equity (80% time-based).

    1. Ms. Maxson will be able to select the equity vehicle for the Equity Grant as either: (1) 100% stock options, or (2) 50% stock options and 50% restricted stock units

  5. Capital One Financial: special $2M equity award to Chief Enterprise Services Officer and Chief of Staff to the CEO Frank LaPrade: “in recognition of his contributions to completing the Transaction and his anticipated work relating to the integration of the Brex business with the Company”

THE ODDITIES

  1. Natera: appointed Class I director Eric Rubin, with an initial term expiring at the 2028 AGM

  2. HUBSPOT: Ron Gill resigning in June, replacing him will be Mike Berry, appointed in April




<PROXY CAGE MATCH BUMPER>

PROXY CAGE MATCH

  1. Proxy adviser ISS recommended a vote against the BP board for revoking  two resolutions from 2015 and 2019 requiring company-specific climate reporting which passed with near 100% support at the time.

    1. At the same time, Activist shareholder Follow This agreed with ISS and warned ‌of possible ⁠legal action after BP refused to put a separate shareholder resolution on the agenda of its April 23 AGM

  2. Shah Capital is renewing its fight to revamp the leadership of Novavax, saying the current board has overseen a “destruction of shareholder value.”

    1. Shah Capital, which owns 9% of Novavax’s stock, will vote against the re-election of board nominees and vote NO on Executive Pay, but will not be starting a proxy fight because it will be in the minority “against an entrenched eight-member board.”

      1. But why is it entrenched exactly? Nine members: CEO John Jacobs (2023), Chair David Mott (2020), 7 total since 2020, and only 2 women to push around 

  3. And lastly, New Analysis Finds AI Tilts Towards Shareholder Activists in Proxy Voting

    1. AI is currently more likely to support an activist's case for change than an incumbent Board and management team. On average the models recommended just 37% of votes for companies' entire director slates – substantially lower support than ISS and Glass Lewis, which have historically recommended all-management votes in the majority of contests, as well as actual election outcomes.


 

<VOTE RESULTS BUMPER>

VOTE RESULTS TABLE 

  1. 4 meetings since 3/31/26: leagues 3 and 4

  1.  Companies with SHPs: 1

    1. Hewlett Packard Enterprise: Report on Discrimination in Charitable Support 0.83% yes Bowyer Research

  1. Say on Pay: 2  over 10% NO; 0 over 15%

    1. Hewlett Packard 26%

    2. Cooper Companies 10%

  1. Directors: 96% average YES: 0 directors over 10% NO

  1. Hewlett Packard: 98% avg yes (CEO Neri 99.3% yes; Pay Comm Chair Carter 96% yes; 97% avg yes for all F comm): 26% no pay


Upcoming Meetings

  1. April 14 Moody's Corporation $82.4 Billion

  2. April 14 BNY Mellon (The Bank of New York) $63.8 Billion

  3. April 15 Adobe $215.3 Billion

  4. April 16 Synopsys $85.9 Billion

  5. April 16 Humana $17.4 Billion

  6. April 16 PPG Industries $32.1 Billion

  7. April 16 HP $30.2 Billion

  8. April 17 The Boeing Company $110.6 Billion



<THE BIG VOTE BUMPER>

THE BIG VOTE

ADOBE

AGM Date: April 15, 2026: Virtual

2026 Proxy

2025 Proxy

2025 Voting results

2024 Voting results

General Observations

  1. Ownership

    1. Institutional voting power

      1. Vanguard 10%

      2. BlackRock 9%

  2. Performance outliers:

    1. Overall: .629

      1. Dheeraj Pandey .463

    2. EBITDA .765

      1. Dheeraj Pandey .068

    3. Carbon .762

      1. David Ricks .410

    4. TSR .418

      1. Dheeraj Pandey .266

    5. Controversies .671

      1. David Ricks .282

  3. Board stuff

    1. Committees

      1. Audit (a)

      2. Executive Compensation (c)

      3. Governance & Sustainability (n)

    2. Skills (Non-Executive DIrectors)

      1. Economics and Accounting 22%

      2. Computer and Electronics 8%

      3. Communications and Media 5%

      4. Medicine and Dentistry 5%

      5. Technologist: Directors with expertise in software products, services, engineering or development, computer science, information technology, cybersecurity or technology research and development

        1. 3/11 directors: lowest category

      6. AI Experience: Directors with experience leading AI transformation in companies.

        1. 8/11 directors: Really??

          1. Calderoni: an accountant and CEO of a provider of global talent solutions

          2. Narayen

            1. Adobe CEO to Step Down in Face of Investor Concerns Over AI: Shantanu Narayen’s planned departure comes at a moment when investors are scrutinizing Adobe’s AI positioning and questioning how well its subscription model will hold up against faster-moving generative AI competitors

            2. Adobe stated the need for new leadership under AI growth as the reason for his departure.

          3. Oberg: CFO Marriott

          4. Ricks: CEO of a pharmaceutical company

          5. Rosenweig: CEO of an online textbook rental company

    3. Gender Power Gap -9%

    4. CEO Succession

      1. Narayen will remain in the position until a successor has been appointed and will stay on as board chairman

      2. Working with Lead Director Calderoni on successor

      3. Decision was announced 2 weeks after proxy statement so nothing in proxy for shareholders to consider

      4. Governance and Sustainability Committee: “if requested by the Board, assisting the Board in reviewing and assessing performance, management development and succession planning for our senior management, including our CEO”

DIRECTORS

  1. Cristiano Amon 55/2023/m c 7%

    1. CEO, Qualcomm

    2. Other Public Company Boards: Qualcomm

    3. Votes Against Last AGM: 3% no

  2. Amy Banse 66/2012/f Cn 11%

    1. Partner, Mosaic General Partnership

    2. Other Public Company Boards: Lennar Corporation, On Holding AG, The Clorox Company (2016 to 2024)

    3. Votes Against Last AGM: 12% no

  3. Melanie Boulden 53/2020/f c 6%

    1. Former Chief Growth Officer, Tyson Foods

    2. Other Public Company Boards: Cal-Maine Foods

    3. Votes Against Last AGM: 3% no

  4. Frank Calderoni 68/2012/m N 11%

    1. Lead Director; Former CEO, Velocity Global

    2. Other Public Company Boards: Anaplan (Chair 2017 to 2022)

    3. Votes Against Last AGM: 11% no

  5. Laura Desmond 60/2012/f a 4%

    1. CEO, Smartly.io

    2. Other Public Company Boards: DoubleVerify Holdings Inc., Capgemini SE (2019 to 2020)

    3. Votes Against Last AGM: 5%

  6. Shantanu Narayen 62/2007/m 28% no

    1. Chair/CEO

    2. Other Public Company Boards: Pfizer Inc. (Lead Independent Director) 

    3. Votes Against Last AGM: 11% no

  7. Spencer Neumann 56/2022/m a 4%

    1. CFO, Netflix

    2. Other Public Company Boards: None

    3. Votes Against Last AGM: 2% no

  8. Kathleen Oberg 65/2019/f An 6%

    1. Former CFO, Marriott International

    2. Other Public Company Boards: None

    3. Votes Against Last AGM: 3% no

  9. Dheeraj Pandey 50/2019/m a 2%

    1. Chair/CEO, DevRev

    2. Other Public Company Boards: Nutanix (Chair 2009 to 2020)

    3. Votes Against Last AGM: 2% no

  10. David Ricks 58/2018/m c 12%

    1. Chair/CEO, Eli Lilly

    2. Other Public Company Boards: Eli Lilly (Chair)

    3. Votes Against Last AGM: 3% no

  11. Daniel Rosensweig 64/2009/m n 9%

    1. CEO/Co-Chair, Chegg

    2. Other Public Company Boards: Chegg, Inc. (Co-Chair), Rent the Runway Inc.

    3. Votes Against Last AGM: 7% no

SAY ON PAY

  1. 21% NO 2025

  2. Net New Sales

    1. as a Percentage of Target for Fiscal Year 2024: 120% and Above = 200% of target shares

    2. as a Percentage of Target for Fiscal Year 2025: 112.3% and Above = 200% of target shares

  3. Equity Awards Granted by the Committee

    1. 2024: $40.5M for CEO ($92M for all NEOs)

    2. 2025: $45.5M for CEO ($104.5M for all NEOs)

  4. CEO: security services $880,354; personal use of our corporate jet $255,119; CEO Pay Ratio 217:1

SHP

  1. Golden Parachutes

    1. John R. Chevedden 47% YES in 2025

  2. Board Matrix

    1. Comptroller of the City of New York: New York City Employees’ Retirement System, the New York City Teachers’ Retirement system and the New York City Police Pension Fund

  3. Civil Liberties in Digital Services

    1. American Conservative Values ETF (“for ideologically Conservative investors” which translates into 3 creepy older white dudes)

      1. Boycott 57 companies (including Apple, Disney and Target)

      2. Stand Against Woke Liberal Investments: We’re taking decisive action against the liberal agenda infiltrating our financial world.

      3. It’s time to combat:

        1. Big Tech and Banking elites silencing conservative voices

        2. Corporate “woke-ism” masquerading as social responsibility (DEI, Net-Zero)

        3. Media companies spewing liberal propaganda

        4. CEOs pushing their political agendas and bankrolling socialist causes

        5. Attacks on our right to express religious beliefs

        6. Assaults on our constitutional right to bear arms

        7. The blatant disregard for the sanctity of human life

      4. NO CRITERIA LISTED: “We avoid companies that promote liberal causes or alienate conservative customers and employees. Our process is qualitative and evaluates a company’s long-term reputation, business practices, and how it compares to peers in its industry”

  4. Retirement Plan Climate Risk

    1. As You Sow


New segment called ON THE CLOCK

I set a timer for 30 minutes to pull through all Free Float data and come up what I would want on this board. Set myself up for game time - making a voting decision.

ON THE CLOCK:

Free Float stat sheet:

  • Demo

    • Average birth year: Lyndon Johnson (1967)

    • Average 74% demographic similarity between board members

    • Average tenure = 10 years, 5 directors >10 years, Rosensweig at 17 to Narayen’s 18

  • Power:

    • Max influence: CEO Shantanu Narayen (28%)

      • Daniel Rosensweig (11%) and Frank Calderoni (10%) are on deck

    • 36% women, -9% gender power gap

  • Brains

    • 82% advanced degree/elite school directors

    • Only 8% director merit - mostly fails on performance, you get a lot of interconnected CEOs instead

    • 12% experience overlaps 

  • Friends

    • 82% connected directors (ranks in top 10 for ALL IT sector companies in US/CA/AU/GB)

    • 6% have direct connection in common overlaps

  • Behaviors

    • Ranked as atypical overpayer of the CEO - compared to all other large cap IT companies, Adobe’s summary, realized, realized:summary ratio, ceo pay ratio together were near the top (overpay) and abnormal relative to performance (atypical)

  • Performance

  • 3 directors of 11 in the last 3yr rank above average on CEO pay ratio batting average - they like paying CEOs

  • 3 yr TSR batting average was abysmal (highest .311, average was .241 - below the bottom quartile)

  • CAREER TSR batting average average .369, with three directors below .300 (Melanie Boulden, Dheeraj Pandey, Spencer Neumann)

Gaps:

  • EBITDA batting average across every director tenure just at Adobe averages .872 - during every director’s tenure at Adobe, they’re producing earnings nearly in the top 10% of peers - but TSR batting average at Adobe across tenures average .296

    • GAP 1: THEY DON’T GET PAID FOR THEIR EARNINGS

      • Marketing gap?  Is the market improperly valuing Adobe?  Worried about wrong things?

      • They’ve done this while averaging .761 on controversies at Adobe - meaning earnings without controversies, so market isn’t punishing them for bad behavior, just not valuing the sustainability or long term narrative of the earnings

      • Also explains the high CEO pay - the pay narrative is structured around TSR (market performance), but the company is paying him for earnings - is it actually high?  Or do they just have a massive narrative gap?

    • There are FIVE directors tagged as having marketing/communications knowledge in their backgrounds: Rosensweig, Narayen, Ricks, Boulden, Desmond

      • Are they being underutilized?  Or are they just bad at it?

    • All tagged as having knowledge from education - degree attainment, schooling - NONE from industry

  • One of the knowledge types we tag is Design - despite being a design software firm that helps creatives, only the CEO Shantanu Narayen was tagged with design knowledge - in fact, the skills matrix for directors DOESN’T EVEN INCLUDE A SKILL RELEVANT TO THE USE OF THE PRODUCTS (leadership x2, business dev, AI, ops, finance, legal, sales, technologist, board service)

    • GAP 2: KNOWLEDGE CONSOLIDATED WITH CEO

      • Iger corollary: when the CEO is the ONLY one on the board with direct knowledge of how to use or create the product, the information asymmetry between board and executive is wide enough to preclude dissent

      • Becomes a big problem when the CEO needs to be replaced…

  • Team resume reads like a big tech minor league team:

    • Amon: Qualcomm (baby semiconductor chips)

    • Banse: The online strategy for Comcast (they have an online strategy?)

    • Boulden: Tyson Foods “ecommerce portfolio” (isn’t that called “sell stuff via Stop and Shop?)

    • Calderoni: Velocity Global and Anaplan (“talent solutions”), and prior, Red Hat (open source tech!), background in SanDisk (flash disk storage!), Cisco (piping the internet!), QLogic (network storage!)

    • Desmond: Eagle Vista Partners, Providence Equity Partners - the G league of VC/PE?

    • Neumann: CFO of Netflix who was Blizzard’s CFO, was Disney CFO, ALSO from Providence Equity Partners (connection alert)

    • Kathleen “Leeny” Oberg: Already, “Leeny” is the lame equivalent of the better Kathleen nickname “Kath” or “Kat” - CFO Ritz Carlton, CFO Marriott - hotel IR and CFO and creative design?

    • Pandey: CEO of DevRev (says AI in bio), co-founded Nutanix (cloud computing, data centers), ex Teradata, Oracle

    • Ricks: marketing at Eli Lily, now CEO of Eli Lily, always at Eli Lily

    • Rosensweig: Chegg (online textbook RENTALS), RedOctane (part of Activision, which owned Blizzard - connection alert), Yahoo, CNET, and Ziff-Davis for 18 years (ZDNet)

GAME TIME

News roundup

  • Adobe’s CFO is using AI to answer 300,000 emails, cut contract review in half — and make sure finance never slows the company down

    • Dan Durn

  • AI Now Causing CEOs to Resign in Fear

    • Coca-Cola, Walmart, and Adobe CEO shakeups have one thing in common: AI

Story of the Vote: CEO Succession

  • Narayen stepping down after two decades, stock slumped since 2023, blames AI for the leave

    • Hasn’t left, has stated he WILL leave when a successor is found

  • Hint: NO SUCCESSION PLAN - nom committee:

    • Calderoni is nom chair and his background IS TALENT MANAGEMENT

      • Fundamental failure - either the guy with the ability to find talent was blindsided by the announcement and thought he had more time, or he sucks at actually managing talent

      • It has to be the latter BECAUSE HE’S ALSO LEAD INDEPENDENT DIRECTOR - this is entirely his job

      • Already an instant vote against - no company should be floundering to find a CEO when the LID is a talent management professional with a 61 year old CEO with an 18 year tenure who you’ve overlapped with for 13 years

    • Rosensweig is nom member - 17 year tenure and he wasn’t prepared???

    • Banse is nom member - 13 year tenure

    • “Leeny” is nom member - 7 year tenure

  • Board is run by top bros: Narayen, Calderoni, Rosensweig - 49% influence between the three


Game vote:

  • This is easy: fire the man without the plan, in this case vote against Calderoni

    • Second target: Rosensweig, because they need change in a new era Rosensweig also on the nom committee with no plan after 17 year tenure - too close to Narayen

    • Need a refresh from OG internet backgrounds

      • Yahoo? Chegg?  Teradata? Red Hat?  What are we doing exactly with directors sitting around for 13+ years from a totally different world of internet?

  • Open spots for some big players who can hype the company

    • Know your market - creative people are STICKY, they find what works for their process and use it, which is why earnings stay high even if TSR sucks (markets aren’t creative)

    • Creativity is also YOUNG - ditch members who can’t see past the last two decades

  • Needs list:

    • Bring in a ringer - you ever see an oil company that doesn’t have oil executives in the supply chain on the board?  Why at a design software company is there no creative at all?  No one available?  No users?  Didn’t Shaq just get a board seat?  Adobe needs a real player

      • An innovation assisting company with no innovators on the board?

    • Trades?:

      • Baiju Bhatt - design background, ex CEO of Robinhood, founder of Aetherflux (space solar) - is that guy employing hundreds of people using Adobe design software?

      • Bing Gordon - Take Two Interactive board, if you’re wed to the OG internet, he has all that credibility, PLUS he he’s chair of game design at UCLA, sat on Amazon’s board, and is on Duolingo’s board

      • Barbara Bradley Baekgaard - old at 87, but a designer on Vera Bradley board - maybe she knows someone, but fashion is an EXCELLENT place to hit a director here.  They use Illustrator and other tools, constant innovation, has to know P&L, creatives, but big business and probably natural marketers

      • Chris Kemp - Astra founder (space tech), design/engineering/computer background, worked at NASA, deep cloud computing, coder - if you can get him, isn’t this exactly the kind of person you want?

  • Pay:

    • Heavy reliance on revenue/earnings based share pay, TSR sucks

    • Fun note - when a company sucks at TSR, their market cap goes down relative to peers.  When pay committees set peer groups, they set it using revenue and market cap.  In this case, Adobe has sucked at TSR, so the pay committee made it possible for Adobe to be more of the MEDIAN than the worst: “In August 2025, to strategically balance larger key talent competitors, the Committee approved adding three smaller companies to the fiscal year 2026 peer group, Expedia Group, Inc., Snowflake Inc. and Uber Technologies, Inc. to position Adobe closer to the median of its peer group on the basis of revenue and market capitalization.”

      • It’s easier to hit your revenue threshold when you include smaller companies because your TSR sucks

    • Narayen at $51.2m for 2025, $52.4m in 2024… but 2025 realized pay was nearly $10m less than reported - when TSR sucks, your stock options are worth less than when they were granted, so his “real” pay ~$10m less

      • Even with that, Narayen STILL IN THE 84TH PERCENTILE of pay for US large cap companies

  • SHPs (yes, there are some):

    • Last update in mid March?  In December, Adobe excluded:

      • Jing Zhao - classicist asking for limiting CEO pay ratio

    • Chevedden - 2.99x golden parachute limit

      • Always vote with Chevedden

    • NYCERS - disclose gender and race/ethnicity

      • While I agree, NYCERS wants it in the skills table, which is dumb, it’s not a skill.

    • Ridgeline Research/American Conservative Values - “promote religious liberties”, with no evidence they’ve actually not?

      • There’s a reason these get ~1% of the vote - unlike the “woke” proposals which are copy pasted, this doesn’t even apply to Adobe.  Adobe doesn’t police content at all, doesn’t promote (or demote) any particular liberty… I think they’ve never seen an Adobe product

    • As You Sow - GHG in retirement plans

      • Templated, but is this an Adobe problem?

        • Employees auto enrolled, contributions invested in Vanguard account using Vanguard Target Retirement Trust

          • Target dates - no ESG data used, simple index optimized by date so 2050 fund for instance has nothing about the fact that assets will be underwater

          • Run by 

            • Michael Roach, central casting non investment banking finance guy, been at Vanguard for 27 years, 

            • Walt Nejman (who’s LinkedIn photo is him at his desk with Bloomberg terminal up) at Vanguard 20 years, 

            • Aurelie Denis at Vanguard 9 years, younger than the dudes, who was written up for her husband’s over the top proposal

            • Roger Aliaga-Diaz, chief economist at Vanguard, gets name plate but likely doesn’t do much directly, economics all day

      • So As You Sow not wrong - but this is employees battle to fight, right?  Not shareholders?  How does this affect shareholders?  These aren’t defined benefit plans, it’s defined contribution.

FINAL VOTE

  • NO on Calderoni

  • NO on Rosensweig

  • NO on pay - you can’t pay a guy the 84th percentile of realized pay for 28th percentile TSR AND have the pay committee change the peer group to make it less obvious how bad the TSR is, no matter how great the earnings and revenue growth are

  • YES on Cheveddan

  • NO on all other SHPs

Matt Moscardi
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Vote with data top list, plus equity awards, ballooning pay, and activists like dudes