CEO Hotseats, plus Cracker Barrel’s CEO leaves and the SEC goes after activists

Written By Matt Moscardi
CEO Hotseats, plus Cracker Barrel’s CEO leaves and the SEC goes after activists
Free Float Media

Trade Wire

Top Stories:

 127 Filings since June 26th

The headlines

  1. New CARPENTER TECHNOLOGY CEO/director Brian J. Malloy passed away just three weeks after he became CEO: former CEO/Chair Tony Thene became CEO/chair

  2. Cracker Barrel CEO Julie Masino is out after MAGA backlash to "Uncle Herschel" logo change

    1. $4.6M severance

    2. Cracker Barrel names David Deno CEO

      1. Burger King

      2. Yum! Brands and Pizza Hut

      3. Quiznos

      4. Best Buy

      5. Bloomin' Brands (Outback Steakhouse)

      6. Panera Brands (2024-): Audit Committee Chair

      7. Krispy Kreme (2016-)

      8. Bloomin' Brands (2019–2024)

      9. Peet's Coffee (2006-2012)

      10. Macalester College: Former Chair of the Board of Trustees (1998-2022).

  3. At COPART, CEO Jeff Liaw to step down, Jay Adair to return

    1. CEO Jeff Liaw is resigning from the board and company.

    2. Executive Chairman Jay Adair to boomerang back as CEO.

    3. 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%

  4. Snowflake: CEO Performance Award for Sridhar Ramaswamy worth up to $100B

Speaking of Stupid money…

  1. FASTENAL: appointed new CEO Jeffery M. Watts to the board: will receive an annual cash retainer of $50,000 for his service as an employee director

  2. Snowflake: CEO Performance Award for Sridhar Ramaswamy worth up to $100B

  3. FRANKLIN RESOURCES: one-time special $15M retention equity awards to 4 NEOs, including  CEO Jennifer M. Johnson

    1. Chief Commercial Officer Daniel Gamba, Head of Public Market Investments Terrence J. Murphy, and CFO/COO Matthew Nicholls

  4. Archer-Daniels-Midland: $19M golden hello ($2.2M cash) to new COO Jeff Rowe

  5. L3HARRIS TECHNOLOGIES: special one-time equity awards to 3 NEOs

    1. CFO Kenneth Sharp ($5M), President, Missile Solutions Kenneth Bedingfield ($10M), and President, Space & Mission Systems and Communications & Spectrum Dominance Samir Mehta, President, Space & Mission Systems and Communications & Spectrum Dominance ($10M)

  6. FEDEX: established a one-time special cash bonus pool for eligible managing directors and above, approximately 1,100 employees

    1. CEO Rajesh Subramaniam $1.9M and Brie A. Carere $850k


Board to C-Suite

  1. Ulta Beauty: Kelly E. Garcia will transition director to Chief Technology Officer

The leadership boondoggle:

  1. American Healthcare REIT: CEO Danny Prosky resigned, stayed on board

    1. Jeffrey Hanson new CEO, will continue to serve as Chair

    2. appointed Scott A. Estes as Lead Independent Director

  2. PROCTER & GAMBLE: Executive Chair Jon R. Moeller resigned from board and company

    1. CEO Shailesh G. Jejurikar becomes Chair

    2. reappointed Joseph Jimenez as independent Lead Director

  3. ENTEGRIS: Executive Chair Bertrand Loy resigned from company and board

    1. Lead Independent Director James F. Gentilcore becomes Chair

    2. appointed CEO Robert A. Bruggeworth to board


Down to 2F

  1. Female adds: 9; Male adds 43; Female subtractions 4; Male subtractions 15

    1. Women accounted for 17.3% of all additions (9 out of 52) and 21.1% of all departures

      1. net addition of +5 female directors

    2. Men accounted for 82.7% of additions (43 out of 52) and 78.9% of departures

      1. net addition of +28 male directors

  2. Down to 2: PAYCHEX: Kara Wilson resigning

  3. Down to 1: Natera: Monica Bertagnolli resigned

    1. Dedicated to oncology, women's health, and organ health.

  4. Stay to 2 with female influence boost: Kohl’s Appoints Wendy Arlin as Chair of the Board

    1. Currently only 2: Robbin Mitchell (7%) and Wendy Arlin (1%)

    2. John Schlifske (27%) stepping down

‍ ‍



<PROXY CAGE MATCH BUMPER>

PROXY CAGE MATCH

  1. Activist investors in the U.S. must disclose the identities of their clients in regulatory filings

    1. In a surprise to many, the SEC updates to Schedule 13D and proxy rules will force hedge funds to disclose campaign financing—information they have long kept secret. Target companies welcome the change, arguing that campaign transparency is essential for evaluating activist motives and mounting board defenses.

  2. Nano Dimension and activist investor Murchison reached an agreement where CEO and director Dave Stehlin, board chair Robert Pons, and directors Joshua Rosensweig and Andrew Sriubas have all resigned

    1. In turn, Nano appointed three new directors to the board, including Moshe Rozenbaum, Eliezer Eli Tarlow and Paul Fruchthandler.

  3. Activist investor Saba failed in its attempt to overhaul the board of Workspace Group

    1. Saba, which owns about 21% of shares, was trying to oust all six non-executive directors (3M/3F) to be replaced by 6 dudes: Nick Shattock, Andrew Sim, Richard Starr and Gregory Attwood, Gautam Garg and Simon Hampton

    2. Results: between 60% to 68% yes

  4. When shareholder activists attack a company, its rivals may feel the heat too and change their ways

    1. Research from the College of Charleston:  shareholder activism can create what our team of business school professors calls “collateral impact”: a domino effect in which pressure on one company changes what its competitors are doing.

    2. found that when one company changes course in response to activist pressure, its competitors frequently follow suit – even when activists have not targeted them directly.


 

<VOTE RESULTS BUMPER>

VOTE RESULTS TABLE 

Since June 26th

  1. 27 meetings at large market caps

  1. 7 total SHPs from 4 companies:

    1. Top story

    2. 2 Victories

      1. Nvidia: simple majority voting 87% yes

      2. Snowflake: Majority Vote for Director Elections 65% yes

    3. Hate

      1. Nvidia

        1. faith-based groups 0.86% yes

        2. anti-DEI report 0.60% yes

    4. Most:

      1. Nvidia 4

    5. Other

      1. KROGER: GHG emissions 17% yes

      2. Booz Allen Hamilton: 28% yes Act by Written Consent

      3. Nvidia: scope 3 ghg emissions 17% yes

  1.    Say on Pay

    1. Snowflake Inc. (SNOW): pay 56% no

      1. classified: Sridhar Ramaswamy 21% no; Teresa Briggs 31% no; Mark D. McLaughlin 40% no

      2. 70% said no in 2025

    2. Rivian Automotive: pay 33% no

      1. $402M for CEO RObert Scaringe

  1. Directors

    1. As usual, classified stuff:

      1. BridgeBio Pharma: classified: Hannah Valantine 20% no

      2. StandardAero: classified: 15% avg no

      3. Rivian Automotive: classified: Karen Boone 19% no; Aidan Gomez 8% no

      4. Cloudflare: classified: Karim Lakhani 20% no; 

      5. Snowflake: classified: Sridhar Ramaswamy 21% no; Teresa Briggs 31% no; Mark D. McLaughlin 40% no

      6. MongoDB:  classified: Dwight Merriman 20% no; Archana Agrawal 21% no; Hope Cochran 28% no

      7. WM TECHNOLOGY: classified: 24% no

  1. Other stuff

    1. Dell Technologies: Dexit 97% yes

    2. WM TECHNOLOGY

      1. classified: 24% no

      2. pay 24% no

      3. Charter Amendment to Declassify Board 90% yes (failed)

      4. auditor 17% no

Upcoming Annual Shareholder Meetings

  1. Friday, July 31, 2026

    1. Cirrus Logic, Inc.CRUS~$6.75 Billion

  2. Wednesday, August 5, 2026

    1. Flex Ltd.FLEX~$35.58 Billion

    2. Allegro MicroSystems, Inc. ALGM ~$9.3 Billion

  3. Thursday, August 6, 2026

    1. Albertsons Companies, Inc.ACI~$5.41 Billion

    2. CorVel CorporationCRVL~$3.17 Billion

  4. Tuesday, August 11, 2026

    1. Qorvo, Inc.QRVO~$7.7 Billion

  5. Wednesday, August 12, 2026

    1. The J. M. Smucker CompanySJM~$13.56 Billion

  6. Monday, August 17, 2026

    1. Pagaya Technologies Ltd.PGY~$1.1 Billion

  7. Tuesday, August 18, 2026

    1. Microchip Technology IncorporatedMCHP~$45.20 Billion

  8. Thursday, August 20, 2026

    1. James Hardie Industries plcJHX~$15.19 Billion

  9. Tuesday, August 25, 2026

    1. Helen of Troy LimitedHELE~$1.2 Billion

  10. Wednesday, August 26, 2026

    1. Dynatrace, Inc.DT~$14.20 Billion



<THE BIG VOTE BUMPER>

THE BIG VOTE

Matt

TWO QUESTIONS FIRST:

  • Universal Safety Products

  • Trump Media

Cracker Barrel CEO Stepping Down After Logo Controversy, Activist Pressure

CEOs in the Hotseat

Criteria:

  • Not dual class or founder board

  • CEO is less than 30% influence

  • Gap between CEO influence and highest non executive board member is less than 10%

  • Board is low deference or independent

  • Board is highly interconnected

  • Average boards ever of non executive directors is >=2

  • Company performance <33rd percentile

  • Bonus:

    • At least 1 director has core industry knowledge

    • CEO pay was normal or mildly atypical

    • >50% board does not have connections in common with the CEO

  • Token vulnerability:

    • CEO is a woman

    • CEO is black or hispanic


Summary

  • 10,458 CEOs in our database

  • 6,311 CEOs with less than 30% influence

    • Fully 2,249 companies have CEOs with obvious vulnerabilities

      • CEO on board with family/founders

      • CEO on board with exec chair

  • 67 in the top hit list

    • Notable CEO hotseats:

      • UPS - Carol Thome become CEO in 2020 AFTER being on the board since 2003

        • She has low influence gap to next independent director, the board is HUGELY connected - but not to her friends - she has a 23 year tenure on the board (plenty of time to make it work) and a bottom quartile TSR at the company vs peers in the last 3 years… plus, she’s a lady on a board full of people with core knowledge of the sector

      •  

  • We know it works because 23 of the 67 have CEO tenures of <2 years (they just swapped CEOs because they were vulnerable)

    • Of those 23, 3 added female CEOs (Northland Power, SGS SA, Domino’s Pizza), so those are basically guaranteed glass cliffs - an unintended consequence of CEO vulnerability is after replacement, we have a marker for glass cliff-ism

Succession much?


That’s the Proxy Countdown for the week of July 27, 2026. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAids

Matt Moscardi
Next

Proxy Season Crossover