Johnson & Johnson’s big swing. Plus, DOW’s new CEO, Snap layoffs, Meta man board

Written By Matt Moscardi

  1. A 100% increase in black female CEOs at Fortune 500 companies

  2. The wild wild west of CFO transitions

  3. Snap’s AI-branded mismanagement umbrella

  4. Shareholder Proposals are becoming old-fashioned again

  5. And on The Big Vote, Matt finally digs into wayward bandaids



<TRADE WIRE BUMPER>

Trade Wire

Top Stories:

30 Filings since April 8

  1. The headlines

    1. DOW INC. appointed Karen Carter as CEO, to succeed Jim Fitterling, who will remain as Executive Chair

      1. Karen is only the 2nd black woman CEO in the Fortune 500 (Thasunda Brown Duckett at TIAA).

        1. She was most recently COO where she had strategic oversight of Dow’s business operating segments – Packaging & Specialty Plastics, Industrial Intermediates & Infrastructure, and Performance Materials & Coatings – as well as the Research and Development, Environment, Health, Safety and Sustainability and Commercial organizations

        2. Carter joined Dow in 1994 and previously served as Dow’s Chief Human Resources Officer and Chief Inclusion Officer

      2. appointed new CEO Karen S. Carter to board on the same day as the AGM but she was not on the ballot

    2. 8 CFO transitions

      1. FEDEX CORP: The Company will conduct a comprehensive internal and external search for a permanent successor

      2. Corebridge Financial: Interim CFO received (i) a $750K special retention equity award and (ii) an increase in his target short-term incentive award for 2026 to $800,000 from $400,000.

    3. Meta Platforms: directors Hock E. Tan and Tracey T. Travis are resigning

      1. Hock, the CEO of Broadcom, lasted for only 2 years and bounced right after Meta said it agreed to deploy 1 gigawatt of custom artificial intelligence chips using Broadcom technology as part of a multi-gigawatt deal

  1. Down to 2F

    1. Meta

      1. With Tracey T. Travis resigning, Meta’s board will–brace yourself–have only 2 female directors. But don’t worry they still have:

        1. Dana White (domestic violence)

        2. Tony Xu (Bro Culture allegations about DoorDash work culture

        3. Marc Andreessen: leading anti-DEI voice in Silicon Valley: stating that the programs are "discriminatory against merit"

        4. Peggy Alford was an executive at the Chan Zuckerberg Initiative

        5. Zuck

  1. Stupid money

    1. TENET HEALTHCARE: Paola Arbour will retire from her role as CIO but will remain employed on a part-time basis in a non-executive role through April 1, 2028 to provide continuing transition services and support. Under the Agreement, Ms. Arbour will receive a weekly salary of $820. In addition, she will remain eligible to participate in the Company's medical, dental and prescription benefits, and will continue to vest and receive service credit under the Company’s Executive Retirement Account through April 1, 2028.

    2. AeroVironment: Brad Truesdell will provide consulting services to the Company through his limited liability company, Truesdell Capital LLC, for up to approximately 26 months after the end of his employment with the Company at a rate of $200.00 per hour

    3. Alphabet Inc.: equity awards for non-CEO NEOs: $130M total for 4 NEOs and an additional $22M "transition amount" following the discontinuation of the SVP Bonus program in 2025. 

    4. MARSH & MCLENNAN: Mark McGivney was appointed COO and CFO and will get $10M golden hello equity award




<PROXY CAGE MATCH BUMPER>

PROXY CAGE MATCH

  1. Snap plans to lay off 16% of its employees, around 1,000 people, citing “rapid advancements in artificial intelligence.”

    1. Snap’s layoffs follow demands last month from Irenic Capital Management, an activist investor whose portfolio manager wrote a letter to the Snap CEO Evan Spiegel, calling on him to reduce costs and headcount while criticizing the company’s current strategy.

    2. In Spiegel’s memo to staff, he claimed that the layoffs would move Snap towards profitability and suggested that artificial intelligence could fill the lack of human labor.

  2. CarMax will add two members to its board following discussions with activist investor Starboard Value, which agreed to withdraw its director nominations ahead of the company’s annual shareholder meeting

    1. The new board members will be Jim Kessler and William Cobb, the latter of whom was one of Starboard’s two nominees to the board

  3. Investor services and proxy advisory company Institutional Shareholder Services (ISS) announced that it has filed a federal lawsuit aimed at challenging a new Indiana law – that has been replicated in several states – that would require proxy advisers to provide what it called “a regime of state-law mandated warnings” when recommending voting against company management. Essentially: a Pledge of Allegiance to the Anti-Woke

    1. The new law, introduced and passed earlier this year, requires proxy advisors recommending votes against management policies to make disclosures to clients and to the company if the recommendation is not based on a “written financial analysis” that considers the short term and long term financial benefits and costs of the proposal, and if the analysis has been made, to make it available upon request

 

<VOTE RESULTS BUMPER>

VOTE RESULTS TABLE 

  1.  7 meetings market cap over $1 billion

  1.  total SHPs: 2

    1. LENNAR CORP

      1. Equal Voting Rights for Each Share-John Chevedden 37% yes

      2. Disclosure of Voting Results by Share Class-Treasurer of the State of Illinois 25% yes; used a Sonnenfeld paper to defend SHP 1

  1.  1 pay over 10% NO

    1.  COOPER COMPANIES: 10% no

  2. Directors

    1.  8 over 10% 

      1. Biglari Holdings: whole board (including Sardar Biglari) averaged about 12% NO

        1. Sardar Biglari owns 73%

      2. LENNAR CORP

        1. Jeffrey Sonnenfeld 19% no (HIGHEST)

        2. Stuart Miller 14% no

  3. Other stuff

Upcoming Meetings (April 20-24)

  1. 16 AGMs

    1. 2 special including KKR: as part of 12/31/26 sunsetting of KKR’s dual class shares: it can be done, people

  2. 7 of 14 companies have SHPs: 9 SHPs total

    1. 7 G

    2. 1 H

    3. 1 S: NC State Sen. Julie Mayfield at HCA Healthcare: report describing the healthcare consequences and impacts its hospital acquisitions in the last decade have had on impacted communities: including (i) the number of physician departures post-acquisition; (ii) a comparison of pre- and post-acquisition patient satisfaction ratings; (iii) a comparison of the number of staff per occupied beds pre- and post-acquisition

Company Name

Meeting Date

Market Cap

SHPs

Domino’s Pizza

April 21, 2026

$16.4B

2: GG

KKR & Co

April 21, 2026

$94.7B

Special: as part of 12/31/26 sunsetting of KKR’s dual class shares

Northern Trust Corp

April 21, 2026

$19.2B

0

U.S. Bancorp

April 21, 2026

$68.5B

0

PSE&G

April 21, 2026

$38.3B

0

MSCI Inc.

April 21, 2026

$43.6B

0

Fifth Third Bancorp

April 21, 2026

$26.8B

0

Sherwin-Williams

April 22, 2026

$92.4B

1: G

Levi Strauss & Co.

April 22, 2026

$8.2B

1: H

Johnson & Johnson

April 23, 2026

$578.3B

0: G

Pfizer Inc.

April 23, 2026

$162.5B

1: G

HCA Healthcare

April 23, 2026

$88.1B

2: SG: NC State Sen. Julie Mayfield

Warner Bros. Discovery

April 23, 2026

$21.4B

Special: Merger

Edison International

April 23, 2026

$31.9B

1: G

Abbott Laboratories

April 24, 2026

$204.7B

0

Stanley Black & Decker

April 24, 2026

$14.8B

1: G




<THE BIG VOTE BUMPER>

THE BIG VOTE

JOHNSON & JOHNSON

AGM Date: April 23, 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 8%

      3. State Street 6%

  2. Performance outliers:

    1. Overall: .

      1. Joaquin Duato .348

    2. EBITDA .565

      1. Mark McClellan .244

    3. Carbon .664

      1. Paula Johnson .127

    4. TSR .490

      1. Joaquin Duato .349

    5. Controversies .288

      1. Jennifer Doudna .017, Marillyn Hewson .041, Paula Johnson .074, Joaquin Duato .078

  1. Board stuff

    1. Committees

      1. Audit (a)

      2. Compensation & Benefits(c)

      3. Nominating & Corporate Governance (n)

      4. Regulatory Compliance & Sustainability (s)

      5. Science & Technology (t)

      6. Also: Finance (f) AND Special Committee – Orthopaedics Separation (o)

    2. FFA Skills (Non-Executive DIrectors)

      1. Economics and Accounting 16%

      2. Law and Government 11%

      3. Building and Construction 10%

      4. Biology 8%

      5. Mechanical 6%

      6. Medicine and Dentistry 6%

    3. Proxy Skills

      1. Academia/Government: 7 out of 12

      2. Digital: 4 out of 12

        1. Experience or expertise in the use and deployment of digital technologies to facilitate business objectives, including cybersecurity and data privacy

      3. Executive Leadership: 11 out of 12

      4. Financial: 8 out of 12

      5. Healthcare Industry: 8 out of 12

      6. International Business/Strategy: 8 out of 12

      7. Marketing/Sales: 5 out of 12

      8. Regulatory: 8 out of 12

      9. Science/Technology: 5 out of 12

        1. Advanced scientific or technological degree and related work experience in a scientific or technological field

    4. Gender Power Gap -9%

    5. Board power: LD and CEO: 42%


DIRECTORS

  1. Mary C. Beckerle, Ph.D. 71/2015/f St 4%

    1. University of Utah, Distinguished Professor of Biology and Oncological Sciences

    2. Other Public Company Boards: Exelixis (since 2024); Huntsman Corporation (since 2011)

    3. Votes Against Last AGM: 3% no

  2. Jennifer A. Doudna, Ph.D. 62/2018/f ns 5%

    1. University of California, Berkeley: Principal Investigator, Doudna Lab; Founder, Innovative Genomics Institute; Nobel Prize Recipient in Chemistry (2020)

    2. Other Public Company Boards:Tempus AI, Inc. (since 2024)

    3. Votes Against Last AGM: 2% no

  3. Joaquin Duato 63/2022/m F 25%

    1. Chair/CEO

    2. Other Public Company Boards: Hess Corporation (2019-2022)

    3. Votes Against Last AGM: 8% no

  4. Marillyn A. Hewson 72/2019/f Ncfo 17%

    1. Lead Independent Director

    2. Former CEO/Chair Lockheed Martin

    3. Other Public Company Boards: Chevron Corporation (since 2021); Lockheed Martin Corporation (2012-2021)

    4. Votes Against Last AGM: 3% no

  5. Paula A. Johnson, M.D. 66/2023/f ns 3%

    1. Wellesley College, President

    2. Other Public Company Boards: Abiomed, Inc. (2020-2022); Eaton Vance Corp. (2018-2022); West Pharmaceutical Services (2008-2021)

    3. Votes Against Last AGM: 2%

  6. Hubert Joly 62/2019/m Ano 12%

    1. Former CEO/Chair Best Buy

    2. Other Public Company Boards: S&P Global, Inc. (since 2026); Ralph Lauren Corporation (2009-2025); Best Buy Co., Inc. (2012-2020)

    3. Votes Against Last AGM: 3% no

  7. Mark B. McClellan, M.D., Ph.D. 62/2013/m st 5%

    1. Duke University: Director, Duke-Robert J. Margolis, MD, Center for Health Policy

    2. Other Public Company Boards: Alignment Healthcare (since 2021); Cigna Corporation (since 2018)

      1. Other affiliations: Director, Research! America; Chair, National Academy of Medicine, Consortium for Value and Science-Driven Healthcare; Director, National Alliance for Hispanic Health; Director, PrognomIQ, Inc.; Director, United States of Care; Co-Chair Guiding Committee, Health Care Payment Learning and Action Network

    3. Votes Against Last AGM: 3% no

  8. John G. Morikis 62/2025/m ac 14%

    1. Former CEO/Chair Sherwin-Williams Company

    2. Other Public Company Boards:General Mills, Inc. (since 2024); United Parcel Service, Inc. (since 2025); Whirlpool Corporation (since 2025)

    3. Votes Against Last AGM: n/a

  9. Daniel E. Pinto 62/2025/m aco 0%

    1. COO JPMorgan Chase

    2. Other Public Company Boards: none

    3. Votes Against Last AGM: n/a

  10. Mark A. Weinberger 64/2019/m aoS 7%

    1. Chair/CEO Ernst & Young

    2. Other Public Company Boards: JPMorganChase (since 2024); MetLife Inc. (since 2019); Saudi Aramco (since 2019); Accelerate Acquisition Corp. (2021-2022)

    3. Votes Against Last AGM: 5% no

  11. Nadja Y. West, M.D. 64/2020/f sto 4%

    1. U.S. Army (retired) Lieutenant General

    2. Other Public Company Boards: Nucor Corporation (since 2019); Tempus AI, Inc. (since 2024); Tenet Healthcare Corporation (since 2019)

    3. Votes Against Last AGM: 3% no

  12. Eugene A. Woods 61/2023/m Sc 5%

    1. CEO Advocate Health

    2. Other Public Company Boards: Best Buy Co., Inc. (2018-2024)

    3. Votes Against Last AGM: 4% no

SAY ON PAY

  1. 9% NO 2025

    1. Half of LT equity based on Relative TSR: “If TSR is negative, the percentage of target earned based on TSR performance is capped at 100%.”

    2. CEO Total direct compensation 2023 to 2025: $21,634,615…$24,580,000…$27,142,000

      1. Total summary: $24.3M 2024 to $32.8M in 2025

      2. personal use of corporate aircraft of $161,687, and personal and home security services of $367,977

      3. 360 to 1 CEO pay ratio

SHP

  1. Independent Board Chair, The Accountability Board

    1. Human Rights Impact Assessment: 11% YES in 2025

    2. Golden Parachutes: 5% YES in 2025




MATT:

SHOT CLOCK: 30 MIN

  • Stock

    • Up 52% 1Y, 44% 5Y

    • 64th straight year of dividend increase

    • 2024 PE was around 10x, now to 20x - spun Kenvue, went all in on bigger long term drug bets and shed “stability”

    • So if you’re basically betting the stock price and story on big future bets AND still selling the idea of “stability” with dividends but spun off the stable revenue generator of Kenvue, you have some new risk:

      • Dividend eats ability to make the big bets - short change the big bet costs for dividends to placate investors

      • Big bets eat dividends - you need the big bets to pay, if they don’t you take from investors to fund it

    • So you need a “big bet board”, right?  You need a board that knows the pipeline of drugs, values it properly balancing investor risk, and has a long view of the potential returns

  • Big bet board, or big friend board?

    • Drug company making big drug bets should probably have medicine/drug experts:

      • First thing worth noticing - why are 80% of the MD/PhD members of the board women, but only 41% of the board is women?

        • Men: Best Buy, Sherwin Williams, JPM, EY, Duke Professor of Medicine and Policy, Advocate Health (black man)

        • Women: Professor biology, professor biochemistry/biophysics, Lockheed Martin, president Wellesley (black woman), Army surgeon (black woman)

          • Marillyn Hewson only woman without a PhD, was CEO of Lockheed which is incongruous to JnJ

        • Does any one board encapsulate the gap between male board standards and female board standards better?

      • Here’s a game - guess who doesn’t have the skill:

        • If you guessed the CEO does NOT HAVE ADVANCED SCIENTIFIC DEGREE OR RELATED WORK EXPERIENCE, you’d be correct

      • Speaking of qualifications, here is the board skill requirements for a position:

        • “Have expertise and experience relevant to our business and the ability to offer advice and guidance to the CEO based on that expertise and experience.”

        • So explain John Morikis - who spend 40 years at Sherwin Williams and has no other experience

          • If CEO/leadership is his core value add, you kind find CEOs everywhere

          • Skills matrix give Morikis “Healthcare Industry” experience - he has board positions at UPS, General Mills, Whirlpool, and Chairman of the Board of Directors for University Hospitals Health System, Inc

          • UH is based in Ohio - where Morikis is from - and the qualifications to join the board is be rich and be from Ohio

            • It’s a fundraising gig conflated into Healthcare Industry experience for the skills matrix

          • All of Morikis’s other skills are marketing, international business, and finance - which accounts for virtually 70% of large cap US company board experience - the talent pool is massive

          • So then REALLY why Morikis?

            • Morikis on UH board with Chris Gorman from Keycorp who’s on Business Roundtable with Marrilyn Hewson

            • Morikis’s board member Jeff Fettig was on board of Dupont with… Marrilyn Hewson

      • Big friend LID? What’s the point of a retirement age when the LID Marrilyn Hewson says in the opening letter:

        • “Fostering innovation and continuing this level of performance requires the right mix of expertise and leadership on our Board. To that end, we are pleased to have elected two exceptional new Directors in 2025 — Daniel Pinto and John Morikis. I was personally inspired by the independent Directors' decision to extend my eligibility to serve on the Board for two years beyond the Company's retirement age. I will continue to prioritize engagement with our shareholders and solicit feedback as we strive to maintain the highest standards of governance for the Company.”

  • Power gaps

    • Committee Chairs:

      • Audit (man), Nom (only woman without a PhD/MD), Comp (man), Regulatory (man), Finance (man), Science (woman, and a five person committee with four women and the one dude PhD)

  • Fun with charts:

      • Joly considered “academic” for giving guest lectures at Harvard - the others are ACTUAL PROFESSORS

  • Brian Hemphill award for overboarding goes to…

    • CEO Duato: JNJ, Business Council, Business Roundtable, New Jersey CEO Council, Spain-US Chamber of Commerce (5 roles)

    • Mark McLellan (longest tenured director): Duke Center for Health director, professor, Alignment Healthcare, Cigna (public companies), Director Research! America, Chair National Academy of Medicine, Director National Alliance for Hispanic Health, Director PrognomIQ, Director United States of Care, Co-Chair Guiding Committee Health Care Payment Learning Action Network

    • Mark Weinberger: JM, MetLife, Saudi Aramco, Senior Advisor to Tanium, Senior Advisor to Stone Canyon Industries, Senior Advisor to Teneo, Director NBER, Director JUST Capital

    • Nadja West: Nucor, Tempus AI, Tenet Healthcare (public), Trustee Mount St Mary’s, Trustee National Recreation Foundation, Trustee Center for Naval Analysis, Trustee Olmsted Foundation

  • Overlap alert

    • EVERYWHERE - this board is so connected it’s impossible to list it all

      • Most not trying to hide it: 

        • Jennifer Doudna on Tempus AI with Nadja West

        • Hubert Joly CEO and chair of Best Buy when Eugene Woods was on board

GAME TIME

  • Verdict 1: This is not a big bet board

    • Yes, low tenure, yes power dispersion, but NO ONE WITH CORE SKILL has power here

    • This ia board’s board more than a future proof board - these are fiscal managers who are largely deferential to management and care more about stability than big twists

  • Verdict 2: This is traditional overpayer

    • Advanced metrics show them as overpaying atypical board - they’re paying Duato for eventual performance not current performance - revenue growth is steady but low, TSR is built on the back of eventual returns and PE expansion, not growth

    • Settling corporate problems (vaginal mesh, baby powder) and spinning off Tylenol isn’t a solution to the big bet future and not something you pay a CEO to do - pay jury verdicts (losing) and sell stable assets

  • Verdict 3: This board is too busy to pay attention anyway

  • VOTE:

    • NO on Marrilyn Hewson

      • Stop extending her as LID and ignoring the retirement age for a woman who’s core skill was manufacturing weapons and building connections in government and on boards - also on the pay committee

    • NO on Morikis

      • We need the board slot for director whose core skill is in drug big bets, not paint - also on the pay committee

    • NO on Woods and Pinto

      • Round out the pay committee with chair Eugene Woods and member Dan Pinto - if you don’t like pay, you vote against the committee that set the pay

    • NO on Pay

    • YES on the one shareholder proposal - independent board chair

      • There is principally zero reason for a CEO who’s been at the company for 30 years, who had bosses, to not need a boss now in the board.  He doesn’t have to be chair - he also was at the company on the pharma and consumer health businesses during vaginal mesh and baby powder problems, yeah?  Give him a boss.


That’s the Proxy Countdown for the week of April 13, 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 Kenvue BandAids

Matt Moscardi
Next

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