Business Roundtable Boards, plus Victoria’s Secret and vote roundups

Written By Matt Moscardi
Business Roundtable Boards, plus Victoria’s Secret and vote roundups
Free Float Media

  1. Proof that Berkshire Hathaway has always been fake frugal

  2. Companies following their own rules

  3. Victoria’s Secret rejects a Brett Blundy

  4. A wrap-up of 150 meeting results over the past 2 weeks

  5. And on the Big Vote, Matt accepts the BlackRock, JP Morgan, Northrop Grumman, Home Depot challenge



<TRADE WIRE BUMPER>

Trade Wire

Top Stories:

 Filings since May 1st

The headlines

  1. BERKSHIRE HATHAWAY

    1. Charles C. Chang will succeed Marc D. Hamburg as Berkshire’s CFO

      1. Mr. Chang will be paid an annual cash salary of $8,000,000.

      2. Berkshire will provide Mr. Hamburg (or his spouse, if he predeceases her), with up to 30 flight hours per year on a mid-sized NetJets aircraft for a term starting on June 1, 2026 and ending no later than May 31, 2037.

        1. Berkshire will provide Mr. Hamburg with tax gross-up payments to cover Mr. Hamburg’s imputed tax expenses related to this travel benefit. Berkshire estimates its cost of providing this benefit will be approximately $490,000 per year

  2. EMERSON ELECTRIC

    1. elected Jennifer G. Newstead 

    2. 3 women!

  3. GENERAL MILLS

    1. Long-tenured director Steve Odland (2004-) stepping down

    2. Dana McNabb named COO, been with the company since 1999 and is also becoming a director

    3. CFO getting a one-time $3.5M equity award while CTO is getting $2.5M

‍ ‍

Down to 2F

Stupid money

  1. Snap Inc (SNAP)

    1. $14.9M golden hello equity award for new CFO Douglas Hott

Dumb stuff

  1. DUCOMMUN

    1. appointed Mark A. Caylor as a Class II Director

    2. to serve for a term expiring at the annual meeting of stockholders in 2029

    3. appointed to serve as a member of the Board’s Audit Committee

  2. Trade Desk

    1. Samantha Jacobson resigning as Chief Strategy Officer but will continue to serve as director

  3. Toll Brothers

    1. new COO Seth J. Ring added to board

  4. OCCIDENTAL PETROLEUM

    1. Vicki Hollub stepping down as CEO, replaced by Richard Jackson

    2. Vicki staying on board, Jackson added 4/30 but not voted on 5/1

  5. PLAINS ALL AMERICAN PIPELINE

    1. appointed Cynthia B. Taylor to board

    2. The former CEO of Oil States International will join the Health, Safety, Environmental and Sustainability Committee

Smart Stuff

  1. WEC ENERGY GROUP

    1. Having reached the applicable retirement age under WEC Energy Group’s Corporate Governance Guidelines, Gale Klappa completed his service as Chairman of the Board on May 7, 2026

  2. COMMERCE BANCSHARES

    1. Benjamin F. Rassieur, III retired due to the mandatory retirement requirements of the Company. Mr. Rassieur had been a Board member since 1997 and was a member and former committee chairman of the Audit and Risk Committee.

  3. TTM TECHNOLOGIES

    1. Director John G. Mayer resigned

    2. Resignation was required due to his attainment of the mandatory retirement age of 75, and the Board was obligated to accept his resignation, per the Company’s Corporate Governance Guidelines



<PROXY CAGE MATCH BUMPER>

PROXY CAGE MATCH

  1. Victoria’s Secret rejects activist investor Brett Blundy’s board push

  2. Swatch shareholders reject activist investor's bid for board seat

    1. Steven Wood, whose GreenWood ‌fund owns about 0.5% of Swatch, had challenged the Hayek family's control of Swatch with the backing of proxy advisors Institutional Shareholder Services (ISS) and Glass Lewis.

      1. Swatch said he was not suited to represent shareholders.

      2. They instead elected Swatch nominee Andreas Rickenbacher, a former Swiss ​politician and current director at BKW and Aebi Schmidt.

    2. Participants in the annual general meeting rejected his appointment to the board, with ​79.6% of votes against and 19.2% in favour.

      1. Swatch's dual-class share structure has helped CEO Nick Hayek and Chair Nayla Hayek, children of founder Nicolas Hayek, maintain control: their family owns about a quarter of the equity but more than 40% of voting rights

        1. "For the second time, the shareholders have clearly rejected his election," ​Swatch said.

        2. Among non-dual class cheaters: support for Wood was at 80%, higher than the 62% in an equivalent bid last ‌year


 

<VOTE RESULTS BUMPER>

VOTE RESULTS TABLE 

Since May 1st

  1. 153 meetings at large market caps

  1. 82 total SHPs: 

    1. 4 Victories

      1. VERTEX PHARMACEUTICALS: act by written consent 57% yes

      2. ALBEMARLE: call a special meeting 57% yes

      3. CF Industries: excessive golden parachutes 51% yes

      4. NRG ENERGY: call for a special shareholder meeting 56% yes

  1. Hate

    1. Constellation Energy: Report on DEI Initiatives 1% yes

      1. National Center for Public Policy Research

      2. According to 1792 Exchange’s Corporate Bias Ratings

    2. TRUIST FINANCIAL: Report on Risks from Misalignment between Corporation Policies and Customer Base 2% yes

      1. The Heritage Foundation

      2. According to 1792 Exchange’s Corporate Bias Ratings

    3. INTERNATIONAL BUSINESS MACHINES CORP (IBM)

      1. Report on AI Bias: 2% yes

        1. National Center for Public Policy Research

        2. The White House has issued an executive order specifically seeking to combat “woke” AI

      2. Report on Discrimination in Charitable Support: 2% yes

        1. The Heritage Foundation

        2. IBM has a perfect score on the Human Rights Campaign’s Corporate Equality Index

    4. COCA COLA

      1. Sustainability Committee By-Law Amendment 0.87% yes

        1. National Center for Public Policy Research

        2. “Being good might cost too much”

      2. Plastics Packaging Policies 0.8% yes

        1. National Legal and Policy Center

        2. “Being good might cost too much”

      3. (*Diversity, Equity and Inclusion Efforts 11% yes:  As You Sow)

    5. GILEAD SCIENCES: risks of ESG and DEI executive compensation metrics 0.7% yes

      1. Bowyer Research

      2. “Being good might cost too much”

    6. DOMINION ENERGY

      1. ESG/DEI Compensation Metrics 1% yes

        1. The Heritage Foundation

        2. “Being good might cost too much”

    7. AMERICAN EXPRESS

      1. transgender healthcare treatments for minors 0.4% yes

        1. Inspire Investing

        2. American Express Company scored 100 on the Human Rights Campaign’s Corporate Equality Index

      2. political bias risk oversight 0.9% yes

        1. National Center for Public Policy Research

        2. According to the 1792 Exchange

    8. FIRST CITIZENS BANCSHARES: faith-based employee resource groups 0.4% yes

      1. Inspire Investing

      2. But wait: “Being good might cost too much”??

    9. COLGATE PALMOLIVE: Remove DEI from Board Considerations 2% yes

      1. National Legal and Policy Center

  1. Independent Board Chair (19)

    1. Avery Dennison: 39% yes

    2. CORNING: 18% yes

    3. GILEAD SCIENCES: 27% yes

    4. WEST PHARMACEUTICAL SERVICES: 46% yes

    5. EVERSOURCE ENERGY: 26% yes

    6. CARVANA: 4% yes

    7. BANK OF AMERICA: 32%

    8. DOMINION ENERGY: 24% yes

    9. BERKSHIRE HATHAWAY: 15% yes

    10. AFLAC: 12% yes

    11. PEPSICO: 26% yes

    12. BRISTOL MYERS SQUIBB: 27% yes

    13. ECOLAB: 26% yes

    14. AbbVie: 39% yes

    15. PRUDENTIAL FINANCIAL: 30% yes

    16. DOVER: 36% yes

    17. CORPAY: 30% yes

    18. LOCKHEED MARTIN: 37% yes

    19. COLGATE PALMOLIVE: 29% yes

  1.    pay over 10% NO

    1. GOLDMAN SACHS

      1. pay 30% no

      2. Pay committee chair Kimberley Harris 26% no

    2. BERKSHIRE HATHAWAY

      1. say on pay every 3 years 66%

    3. OMNICOM GROUP

      1. 44% no pay

      2. avg 97% yes

    4. MOLINA HEALTHCARE

      1. 47% no pay

      2. avg 97% yes

  1. Directors

    1. Trade Desk

      1. classified: Andrea L. Cunningham 67% no; ceo/chair jeff green 92% yes

        1. Ummmmmmmmm?

        2. plurality

    2. SERVICE CORP INTERNATIONAL

      1. Sara Martinez Tucker  17% no

      2. C. Park Shaper 18% no

      3. Victor L. Lund 21% no

      4. Anthony L. Coehlo 21% no

      5. Marcus A. Watts (Lead Ind. Director) 57% no

        1. Ummmmmmmmmm?

        2. The Company and its directors take the shareholder concerns expressed in the vote seriously. The Nominating and Corporate Governance Committee of the Board will carefully consider the failure to meet the majority vote requirement through the process set forth in Section 3.4 of the Company’s Corporate Governance Guidelines. The Committee will make a recommendation to the Board regarding any action to be taken in relation to its findings. The Board will act on the Committee’s recommendation and publicly disclose its determination following completion of its review.

      6. Limit Liability of Officers (Exculpation) 52% no

    3. CORPAY

      1. Annabelle Bexiga 24% no

      2. Thomas M. Hagerty 26%

      3. Steven T. Stull 28% no

      4. Hala G. Moddelmog 31% no

      5. Joseph W. Farrelly 39% no

    4. SOUTHWEST AIRLINES

      1. Nom Committee chair Christopher P. Reynolds 39% no

  1. Other stuff

    1. DT Midstream: The stockholder proposal as set forth in the Proxy was not properly presented for a vote because the proponent failed to present the proposal personally or through a qualified representative at the Annual Meeting. If the stockholder proposal had been properly presented, the proposal would not have been approved by the Stockholders, with the votes shown 30% yes

    2. NVR: Shareholder proposal to reduce the ownership threshold required to call a special meeting. The shareholder proposal as set forth in the proxy statement for the Annual Meeting was not properly presented for a vote because the proponent failed to present the proposal personally or through a qualified representative at the Annual Meeting. If the shareholder proposal had been properly presented, the proposal would not have been approved by the Company's shareholders; disclose greenhouse gas emissions 47% yes

    3. RB GLOBAL: Requiring All Shareholder Meetings Be Held in Hybrid Format 35% yes

      1. Both in-person and virtual meetings

    4. UNITED PARCEL SERVICE (UPS): Reduce the Voting Power of Class A Stock from 10 Votes Per Share to One Vote Per Share 40% yes;

Upcoming Annual Shareholder Meetings: May 17-23 2026

  1. May 18

    1. Valley National Bancorp (VLY) Virtual ~$4B 3/0

    2. Vishay Intertechnology (VSH) Virtual ~$3B 3/0

  2. May 19

    1. JPMorgan Chase & Co. (JPM) Virtual ~$870B 3/4

    2. PayPal Holdings, Inc. (PYPL) Virtual ~$70B 4/2

    3. Burlington Stores, Inc. (BURL) Virtual ~$17B 3/1

    4. Verisk Analytics, Inc. (VRSK) Virtual ~$40B 3/0

    5. Zebra Technologies (ZBRA) Virtual ~$15B 3/0

    6. Permian Resources (PR) In-Person ~$13B 5/0

  3. May 20

    1. BlackRock, Inc. (BLK) Virtual ~$140B 3/2

    2. Northrop Grumman (NOC) Virtual ~$75B 3/2

    3. Zoetis Inc. (ZTS) Virtual ~$80B 3/0

    4. EOG Resources, Inc. (EOG) Virtual ~$75B 3/0

    5. GE Vernova Inc. (GEV) Virtual ~$55B 3/1

    6. S&P Global (SPGI) Virtual ~$160B 3/0

  4. May 21

    1. Leggett & Platt (LEG) Virtual ~$2B 4/0

    2. IDACORP, Inc. (IDA) Virtual ~$5B 3/0

    3. The Home Depot (HD) Virtual ~$350B 3/2

    4. Harley-Davidson (HOG) Virtual ~$5B 4/0

  5. May 22

    1. Honeywell International (HON) Virtual ~$140B 3/1

    2. The Allstate Corp (ALL) Virtual ~$50B 3/1

    3. Apple Hospitality (APLE) In-Person ~$3.5B 3/0




<THE BIG VOTE BUMPER>

THE BIG VOTE


AGM Date: May, 2026: Virtual

2026 Proxy

2025 Proxy

2025 Voting results

2024 Voting results

General Observations

  1. Ownership

    1. Institutional voting power

      1. Vanguard %

      2. BlackRock %

      3. Fidelity %

  2. Performance outliers:

    1. Overall:

    2. EBITDA .

      1. .

    3. Carbon .

      1. .

    4. TSR .

      1. .

    5. Controversies .

      1. .

  1. Board stuff

    1. Committees

      1. Audit (a)

      2. Human Resources (c)

      3. Governance & Nominating (n)

      4. Finance (f)

      5. Risk (r)

    2. FFA Skills (Non-Executive DIrectors)

      1. Economics and Accounting 23%

      2. Mechanical 15%

      3. Building and Construction 5%

      4. Public Safety and Security 5%

    3. Proxy Skills

    4. Gender Power Gap -%

  2. Other


DIRECTORS

  1. Steven D. Black 73/2020/m fnc 10%

    1. Lead Independent Director; Former Co-CEO, Bregal Investments; former Vice Chair JPMorgan

    2. Prior Public Company Directorships: The Bank of New York Mellon Corporation; Nasdaq, Inc. 

    3. Votes Against Last AGM: 3% no

SAY ON PAY

  1. % NO 2025

    1. CEO Pay Ratio :1

      

SHPs



Matt

OVERVIEW

  • First some high level view of the four companies we’ll cover - BLK, JPM, Northrop, Home Depot

    • Four lead independent directors - tenures of 26 (BLK, Gerber), 22 (JPM, Burke), 17 (Northrup, Kleiner), and 26 (Home Depot, Brenneman)

      • CEO tenures of 28 (BLK, Fink), 22 (JPM, Dimon), 7 (Northrup, Warden), 4 (Home Depot, Decker)

    • All four >30% women on board, biggest power gap at JPM (-17%)

    • Northrop knowledge is shit

      • Retail - Winston Bed Bath Beyond, Ross at Avon, Fudge at Kraft/General Mills, Schoewe at Walmart, Abney at UPS, LID Kleiner was from Hilton

      • Military - Grady, Roughead, Welsh

      • Krishna (IBM CEO) and Brown sit on IBM board together

      • What is that?  Are they selling weapons and military devices retail?

        • Zero AI (Krishna closest, engineering and IBM does AI stuff), zero industrial production, zero public safety

        • Lowest core knowledge of the group - 17% of the board has any overlapping core knowledge at all

    • All four have >50% of directors connected

      • Whopping 771 connections in our DB for the 4 companies

    • All four have >50% board current or ex CEOs

    • All four have >50% board for whom this role is most prestigious, pays them the most for any board slots, and the current CEO picked them for the board

    • Only the JPM board have directors batting over 570 for TSR - everyone else below

      • 42 of the 55 directors are below 500 for TSR

      • 13 of BLK’s 19 directors bat below 400 on TSR

      • 17 of BLK’s 19 directors bat less than 400 and average 385 for TSR at the company itself - they’ve given you nothing

The “Business Roundtable” Board

  • CEOs on boards

    • The presence of CEOs on the board (current or ex) for US large caps is pretty steady over the last four years - average US large cap board is 68% current or ex-CEOs today

    • CEOs often don’t take public board slots - of the 1,079 US large cap CEOs (including co-CEOs), only 359 are on other boards (34%) - 

      • We know anecdotally from reports from board placement agents, though, that CEOs are involved in selecting directors - directors aren’t chosen strictly by the board, they are run through CEOs

      • When the CEO is chair, it’s reasonable to assume this is even more the case

    • So if CEOs are familiar with the directors before adding them, but not necessarily from other boards, from where?

  • Trade associations, non profits, college trusteeships

    • Overall, there are 928 connections that run through the Business Roundtable board - all members are CEOs - which is dwarfed by the 1,452 connections through the Partnership for New York City, a non profit with 300 CEOs on it

      • Incidentally, most of the anti-Mamdani crew are on the board, like Stephen Schwarzman and Jamie Dimon

    • For the four companies this week, a majority of connections for all of them run through the BR:

      • THE BUSINESS ROUNDTABLE INC 213

      • CATALYST INC 159

      • The Partnership for New York City Inc 146

      • THE BUSINESS COUNCIL INC 139

        • First company to show up is IBM with 59 routes through them

    • Why it matters?

      • Independence

      • Groupthink

        • When everyone on your board basically exists in the same echochamber, do you expect different decisions at different companies or herd movement?

      • 55 directors on the 4 boards, 31 have connections back to other directors

      • Of those 31, 8 have connections TO THE OTHER 3 BOARDS THIS WEEK - of these 4 companies we chose at random (large cap US), 15% of directors up for election have connections to at least one of the other boards

        • Phebe Novakovic

        • Kathy Warden

        • Virginia Rometty

        • Alex Gorsky

        • James Dimon

        • Mark Weinberger

        • Arvind Krishna

        • William Ford 

    • Where this really matters: BLK and JPM

      • Blackrock OWNS the largest stake in most companies in the US, JPM is a massive asset owner

      • A director like Hans Vestberg, who was CEO of Verizon, sits on Blackrock, his owner’s, board, or Phebe Novokovic. CEO of General Dynamics, sits on JPM

        • Novakovic, Rometty, Gorsky, Dimon, Weinberger - all have cross pollination at other boards, are paths to Home Depot, BLK, Northrop, all on JPM

      • An upcoming paper from bram van der Kroft and his team at MIT now shows the cost of that:

        • Asset managers with owned company executives sitting on their boards have abnormal voting patterns in favor of management at those companies

        • Those management favorable voting conditions persist even after that director leaves the asset manager board

        • The addition of those executives is tied to getting the pension business of the company - the estimate he showed me was several million dollars in fees worth of value

        • This is a straight quid pro quo - put a company executive on your board whose business you want, vote with management all the time, land the fees, rotate and repeat

  • Voting

    • This week is a case study in the ineffectiveness of the US corporate board - it doesn’t matter if the company does well (JPM) or poorly (BLK), if the CEO is a big loud mouth (Dimon) or quiet (Warden), the board’s job isn’t to represent shareholder interests - it’s to represent a system or culture of self interests

    • The voting recommendation here is pretty simple: ask who represents you as a shareholder

Matt Moscardi
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