Live from CII Spring Conference 2026: Bertram, sausage sandwiches, and Starbucks

Written By Matt Moscardi

Thanks to Adam, Felix and the Tallen AV team.  Thanks to the Council of Institutional Investors for having us, and hopefully we alienated just enough people to get invited back.

This is Proxy Countdown. Welcome to the big CII show for the week of March 9, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s very special CII-scented proxy countdown:

  1. A peek into what we do and who we are: storytellers of ESG data and events backed by our exhaustive data set of director performance analytics covering 220,000 directors.

  2. Trends we are following into the 2026 proxy season

  3. Some dippy poll questions to keep you awake and hopefully lots of audience questions.

  4. And on the Big Vote, Matt takes a deep caffeinated dive into Starbuck’s upcoming annual meeting

Matt intro

Trade Wire - BUY/SELL

Top Stories:

  1. What’s the deal with conference food? Wait, that’s the wrong script.

  2. Let’s start with a few small appetizers before we move on to our big trends of the year. In no particular order:

    1. How about this half-win for Ethics at Luminar Technologies?

      1. following a Code of Business Conduct and Ethics inquiry by the Audit Committee CEO and Chair Austin Russell and director Jun Hong Heng immediately resigned. However, the former CEO will remain on the Board AND be available to the incoming CEO on transition and technology matters. 

    2. How about this new version of a CEO Pay ratio?

      1. Jabil’s former Executive Chair Mark Mondello, who just stepped down with a Consulting Agreement until 2028–we are seeing a lot these actually, consulting agreements that extend until the end of the rainbow–where he will provide advisory and strategic services when requested for a monthly consulting fee of $145,833 resulting in a Consulting Agreement pay ratio of 144:1

      2. Got that? He will earn 144 times the Median employee ($12,144) when requested.

    3. Dollar Tree added three directors to the board named Mike, Bill, and Tim. Considering they already have a Jeff, Dan, Tom, Paul, and Ned, it’s no surprise that the man with the lowest influence (6%) according to Free Float Analytics is a complicated fellow named Bertram. I knew that joke would fail

    4. Fallout from the Epstein files included two high-profile exits: Goldman Sach’sChief Legal Officer Kathryn H. Ruemmler and Hyatt Hotels’ Executive Chair Thomas J. Pritzker. But how about this for a twist:

      1. Despite numerous headlines, neither filing explicitly cited the reason for their departure: Goldman’s was incredibly terse, in fact probably the shortest filing statement I’ve seen in months: “Kathryn H. Ruemmler has determined to retire from her roles as Chief Legal Officer and General Counsel of The Goldman Sachs Group, Inc., effective June 30, 2026.”

      2. And at Hyatt Hotels, whileThomas Pritzker resigned immediately as chair–that’s their words not mine–he will actually stay and serve the remainder of his term as a director until May.

    5. The board of sandwich company Portillo’s each listed their favorite menu items in the company's proxy statement:

      1. 6 directors named sandwiches: an Italian Beef, dipped with Hot Peppers for CEO Michael Osanloo and a sycophantic Italian Beef with Hot Peppers and Cheddar for board Chair Michael Miles, Jr.

      2. but Audit Committee chair Ann Bordelon went completely rogue and picked "chocolate cake.” At a sandwich company. But maybe chocolate cake is the accurate risk averse choice for an Audit Committee chair?

POLL: YES or NO: Will a director be voted out in an uncontested election this year for a reason OUTSIDE OF ATTENDANCE at a big US company?

  1. And lastly at Netflix, where an astounding 79% of shareholders rejected the reelection of lead independent director Jay Hoag. This vote is no aberration: 55% voted NO in 2020, 49% voted NO in 2017, and 49.7% voted NO in 2014. Mind you, this is a classified board so he’s only up for election every 3 years. Despite this, the Netflix board turned on its Bose QuietComfort Ultra Bluetooth Noise-Canceling Headphones, rejected the will of shareholders, and said: “Mr. Hoag’s continued service as a member of the Board is in the best interests of … its stockholders.” Ouch.

  1. Moving on to trends: One of the benefits of looking at 85 million 8-k filings every week is an ability to pick up on trends:

    1. Director golden hellos are becoming more of a thing:

      1. At Palo Alto Networks 2 new directors will each receive a golden hello equity grant worth $1M, in addition to their annual pay of about $400,000. That sounds like true independence.

      2. But MicroStrategy really steals the show here: as they will now grant new directors a golden hello package consisting of $2M in equity.

        1. Just 19 days after their last annual meeting, MicroStrategy 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. All of this before shareholders even have a chance to learn how to pronounce his last name.

  1. Speaking of Peter Briger, Jr. Said me, the only person ever to utter that phrase: our next trend is Circumventing democracy: companies being sneaky less than thirty days after their annual meetings. Matt has a fuller dataset but my favorites are when they get appointed to the board and multiple committees before anyone has time to say geshundeit:

    1. 22 days after their annual meeting, Uber appointed Nikesh Arora to the Board and then immediately appointed him to serve on the Nominating AND Compensation Committees.

    2. International Flavors & Fragrances added Virginia Drosos to the board as well as to three board committees only one month after their annual meeting

    3. And The Hartford Insurance Group “elected” Thomas Bartlett a month after their meeting and immediately appointed him to the Risk Management Committee and Audit Committee

    4. Here’s the point: they had to know during the annual meeting that they were bringing a new director on? They purposefully didn't tell anyone. They could have said something. Anything. Like, we’re interviewing some people… or… you’re going to have a new brother soon but we’ll still love you the same.

    5. American Water Works Company appointed Raffiq Nathoo to the board and to the Audit, Finance and Risk Committee and the Safety, Environmental, Technology and Operations Committee

    6. Pitney Bowes appointed Brent Rosenthal.

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

    8. PayPal appointed Deirdre Stanley to its board 19 days after its annual meeting.

    9. And MicroStrategy snuck Peter L. Briger, Jr. onto the board 19 days after their annual meeting 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

  2. The next trend we’re seeing is the Board to C-Suite promotion trend, which calls into question board members’ true independence. There are several but the big ones are:

    1. At Verizon: lead director Dan Schulman became CEO and got a golden hello package worth about $60M

    2. At IonQ, Lead Director Inder M. Singh became CFO/COO and got a $25M golden hello award

    3. Duolingo found its new CFO from its board: that’s Gillian Munson, Director since 2019 & Audit Committee chair, who gets a $14M CFO golden hello

    4. PayPal promoted its independent Chair, Enrique Lores, into the CEO role

    5. At Sonos Tom Conrad jumped from his board seat into the CEO throne

    6. And Apogee promoted long-tenured director and independent Chair Donald Nolan to CEO: “The board cited his deep understanding of the company and decades of leadership experience as key factors for the transition.”

    7. At F5, director Michael Montoya resigned and was immediately appointed CTO

    8. And at WillScot Holdings, independent chair Worthing Jackman is now its Executive Chair

  3. The Bro IPO update

    1. We introduced a term last summer called Bro IPO after analyzing board and leadership members at recent IPOs. The story was picked up by Fortune, Axios, and The Times so we updated the data from January 1st and found that of the 20 new companies: only one had a female founder, none had ONLY a female founder, there were no female CEOs, only one female CFO, one female chair, and 12 of 20 boards had either zero or one female director. Maybe we should rebrand this to the Brotopia?

  4. Lastly, our “Down to 2F” trend

    1. It wasn’t that long ago that the absolute minimum number of female directors on a large cap board was three: but since the anti-DEI Trump administration has taken over we have seen dozens of companies either dropping below this threshold or appointing men when there are only two women. I won’t name them all but some recent ones in February include:

      1. Applied Materials: Yvonne McGill resigned 2/10

      2. Meg Crofton at HCA Healthcare 2/10

      3. Emerson Electric: Director Leticia Gonçalves resigned 2/10 (2 James 2 women)

      4. Laurie J. Thomsen: The Travelers Companies (2/9/26) 2/8

      5. Jessica L. Mega: Danaher Corporation (2/12/26) 2/12

      6. Kathleen M. Widmer: Texas Roadhouse, Inc. (2/8/26) 2/8

      7. Mary Schmidt Campbell: Unity Software (2/8/26) 2/9

      8. Laela Sturdy steps down at UiPath 2/8 (2 Daniel 2 women)

      9. Molly Joseph at First Solar 2/9 (2 Mike 2 women)

      10. Caroline Dorsa: Biogen Inc. (2/10/26) 2/10

      11. Tina Hunt leaving Veeva Systems board 2/9

      12. Paycom Software: Felicia Williams resigned 2/7

    2. Some examples where a third woman was denied:

      1. Nutanix replaced retiring David Humphrey with Eric Brandt. With Eric, they now have two board members who were executives at Broadcom, a second director who is a CFO, and a guy that already serves on four other publicly-traded companies.

      2. And American Financial Group added two men: Craig Lindner Jr. and David L. Thompson Jr.: long live the meritocracy: Craig Linder Jr. is the son of the co-CEO and the nephew of the other co-CEO

      3. At Live Nation Entertainment Trump administration bro Richard Grenell joins a 2-women Board; a few days later he tweeted: “Left wing violence is out of control.”

        1. Grenell is somehow the president of the Kennedy Center for the Performing Arts despite no background in anything resembling “the Arts.”

        2. He replaced a woman, Deborah Rutter. The chair is President Trump. Of course. And the board now is down to only one woman: 2 years ago it was 60% female.

      4. Likewise at Qorvo, Peter Feld joins a board with only two women. Peter represents the second director at Qorvo with experience at Marvell Technology

      5. Director Brian Ruder stepped down from the board of Informatic and was replaced by Alex Vander Linde

      6. Affirm Holdings is replacing retiring director Keith Rabois with Richard Galanti

    3. Not to be outdone, F&M Bank, Pitney Bowes, S&T Bancorp, and Rocket Companies are down to one woman, while Fannie Mae has unleashed its anti-DEI and eradicated all women.

    4. Down to 1F:

      1. F&M BANK: Daphyne S. Thomas retired 2/10 (2 Mike 2 women)

      2. Pitney Bowes: Milena Alberti-Perez resigned (Julie Schoenfeld resigned in July) 1/5

      3. S&T BANCORP: Chair Christine Toretti resigning 2/11

      4. Jennifer Gilbert and Nancy Tellem stepping down at Rocket Companies 1/9

    5. Down to 0F:

      1. And finally, speaking of the anti-diversity White House, let’s look at Fannie Mae:

        1. 9/22/25: Karin Kimbrough resigned

        2. 10/22/25 CEO and director Priscilla Almodovar stepped down

        3. There were six female directors on 3/17/25

POLL: YES or NO: Instead of targeting Nomination Committee Chairs, should investors vote against ALL MEN on boards where there are fewer than three women?

  1. Finally, let’s end this with one of my “favorite” bone-headed moments of the year: an absolute classic at Quanex Building Products, where 15% of shares were against Susan Davis (all other directors averaged 96% yes) because she chairs the nomination committee on a board with only one female director! Herself! That’s right, it’s your fault, Sue.


PROXY CAGE MATCH

There are no current proxy cage matches worth sharing after Donald Trump put Ted Sarandos into a headlock, but I wanted to point one thing out that constantly triggers me: That shareholders ONLY seem to care when an activist investor who looks and smells like Nelson Peltz walks through the door:

  1. Nelson’s disdain for director Maria Elena Lagomasino got her a 37% NO vote at Disney in 2024, but last year it shot back up to 98% YES after Nelson left the building:

    1. Maria Elena Lagomasino

      1. 2025: 98% YES

      2. 2024: 63% YES

      3. 2023: 92% YES

  2. At the proxy cage match between Brookdale Senior Living and Ortelius Advisors, ISS agreed with the activist, recommending “Withhold” votes against two long-tenured directors: Investment Committee Chair Lee Wielansky and Nominating Committee chair Victoria Freed: “Given the[ir] tenure and positions of Wielansky and Freed, they are arguably the most culpable among incumbent directors for the current state of affairs.”

    1. Yet the year before those two “culpable directors” got: Wielansky  99.6% and Freed  98.8% of the vote.

  3. Same thing happened at a proxy cage match between AstroNova and Askeladden Capital, where ISS said “change at the Board level is warranted to improve independence and oversight” despite the entire board getting 97% approval the year before.

VOTE RESULTS TABLE 

  1. Speaking of Shareholder Brain Freezes, I call this next list Shareholder Disconnects. They always trigger me.

    1. Let’s start with two shareholder classes who should know better:

      1. BlackRock: 33% NO on Pay; Average 98% YES

      2. Goldman Sachs: 34% NO on Pay; Average 96% YES

    2. Truist: Say on Pay 41% NO; Average 96% YES

    3. CVS Health: 41% NO on Pay; 97% average YES

    4. Citizens Financial Group: Say on Pay 41% NO; Average 98% YES

    5. Lattice Semiconductor: 44% NO on Pay; Average 98% YES

    6. Chipotle Mexican Grill: 45% NO on Pay; Average 98% YES

    7. Pfizer: 47% NO on Pay; Average 95% YES

    8. Molina Healthcare: 59% NO on Pay; Average 96% YES

    9. Otis Worldwide: 61% NO on Pay; 98% average YES

    10. Thermo Fisher Scientific: Pay 65% NO; Average 96% YES

  1. Finally, a progress report on 2026 Shareholder Proposals since January 1, 2026: 

    1. 137 companies: 128 companies with ZERO SHPs

    2. Only 9 companies with SHPs and only 16 total SHPs

      1. Visa 4, Tyson Foods 3, Deere 3

    3. Average YES%: 17%

      1. Average without John Chevedden/Ken Steiner: 6%

      2. Only one win: John Chevedden’s Declassification proposal at Zscaler (51% YES)

    4. The leading proponents are the anti-woke/anti-DEI/anti-ESG/anti-trans/anti-everything crowd… I’m not joking, well, maybe on that last one. They represent nearly half of all shareholder proposals with 7: National Legal & Policy Center and National Center for Public Policy Research

      1. Despite being anti-ESG are now entering traditional ESG SHPs like Independent board chair at Visa

      1. And the traditional OG CG crowd with 5 

THE BIG VOTE

Starbucks observations (March 25: virtual only)

  1. Before I hand it over to Matt as he dives deep into Starbucks, I want to echo Senator Warren’s sentiments yesterday when she quoted the Financial Times: “The longer the insider economy endures, the more it will sap the competitive motor and openness on which US economic success has been built.”

  2. I think this is what is being built at Starbucks: Brian Cornell’s world. He chairs the board. He surrounded himself with new directors, 91% of influence comes from CEOs or former CEOs, ready and willing to do his bidding.

    1. How did this happen? The bungling missteps of an overcontrolling founding father Howard Schultz (2% shares; Chair Emeritus) who kept boomeranging back into power because he couldn’t quit his drug empire.

    2. His control was so messy that the NEO turnover is as bad as it gets. I don’t think I’ve seen anything like it. Every year from 2021 to 2025 the CEO and NEOs changed

      1. CEO

        1. 2025: Brian Niccol

        2. 2024: Brian Niccol, Laxman Narasimhan, and Rachel Ruggeri (interim)

        3. 2023: Laxman Narasimhan and Howard Schultz

        4. 2022: Howard Schultz and Kevin Johnson

        5. 2021: Kevin Johnson

      2. Non-CEO NEOs

        1. 2025: Cathy Smith, Brady Brewer, Mike Grams, Sara Kelly, Rachel Ruggeri, and Val Bauduin

        2. 2024: Michael Conway, Brady Brewer, and Bradley E. Lerman

        3. 2023: Rachel Ruggeri, Michael Conway, Bradley E. Lerman, and Sara Kelly

        4. 2022: Laxman Narasimhan, Rachel Ruggeri, John Culver, Michael Conway, and Rachel Gonzalez

        5. 2021: Rachel Ruggeri, John Culver, Michael Conway, Rachel Gonzalez, Patrick Grismer, and Rosalind Brewer

    3. 2 years ago the board’s influence was controlled by three people (61%): Laxman Narasimhan, Mellody Hobson, Satya Nadella.

    4. Today, it’s just Brian (32%). And this message was sent loudly with his now infamous $113M Venti golden hello package with a Supercommuter Clause that let him work from home in Newport Beach, with a company paid private office and personal assistant.

      1. And on the days when he felt like working in the Seattle office a corporate jet and a secondary residence with a personal driver

    5. Brian Niccol’s extraordinary CEO pay ratio sees him earn what one of his median employees would earn for the full year by 10:09:33am on the first workday of the year.

      1. An improvement, if you can believe it, from last year's 9:18:43am–that’sess than 19 minutes into the first work day–due to last year’s extraordinary 6,666:1 CEO pay ratio. It had to be 666, didn’t it?

    6. All this to say really, it’s all about you, Brian.

    7. And the new board reflects it:

      1. Laxman Narasimhan, Mellody Hobson, Satya Nadella are all gone. 

      2. An average tenure of only 3 years, which only amplifies Brian’s control.

      3. Brian even dissolved the Environmental, Partner, and Community Impact Committee in November 2025.

      4. And lastly, all we have to do is look at the favorite drink part of Starbucks annual proxy. From 2025, there have been a full 7 changes (4 complete changes, 3 subtle changes, only 2 same from 2025)

      5. Marissa Mayer: Summer Berry Blast: the only director rejection of coffee culture: "I can drink a purple beverage in front of Brian Niccol and there’s nothing he can do about it."


POLL 3: YES or NO: To exert control and dominance, did CEO/Chair Brian Niccol force Starbucks directors to change their proxy drinks from 2025?


  • Knudstorp’s Pike Place (2019-2022) to Caramel Macchiato (2022-2025) back to Pike’s Place - did he dabble in over sweet millennial before Niccol made him snap into shape?

  • Andy Campion is so meme - from Brown Sugar Oatmilk Latte to Nonfat Latte with Sugar Free Vanilla Protein Foam??  That’s pure marketing professional

THE BIG VOTE

STARBUCKS

Proposal 1: Board

  1. Who’s on the team

    1. Ritch Allison 58/2019/m Ca 12%

      1. Former CEO, Domino’s Pizza, Inc., boards of Kenvue,Inc. (since 2023);  Domino’s Pizza, Inc. (2018-2022)

    2. Andy Campion 54/2019/m Ac 9%

      1. Former COO and CFO Nike Inc., boards of Paramount Skydance Corporation (since 2026),   Williams-Sonoma, Inc. (since 2024) boards

    3. Beth Ford 61/2023/f N 4%

      1. CEO Land O’Lakes, Inc., boards of PACCAR, Inc. (2015-2022); BlackRock, Inc. (2021-2022); Clearwater Paper (2013-2018)

    4. Jørgen Vig Knudstorp 57/2017/m 11%

      1. Lead Independent Director

      2. Former CEO/Chair LEGO Group, boards of Nike, Inc. (since 2025)

    5. Marissa Mayer 50/2025/f n 10%

      1. CEO Dazzle AI; former CEO Yahoo!, boards of Walmart Inc. (since 2012), AT&T Inc. (since 2024), Nextdoor Holdings, Inc. (2024-2025), Hilton Hotels Corporation (since 2025)

    6. Neal Mohan 52/2024/m c 9%

      1. CEO YouTube, boards of 23AndMe Holding Co. (since 2021); Stitch Fix, Inc. (2020-2023)

    7. Dambisa Moyo 57/2025/f an 0%

      1.  co-principal of Versaca Investments, boards of Chevron Corporation (since 2016), 3M Company (2018-2023)

    8. Brian Niccol 52/2024/m 32%

      1. CEO/Chair; former CEO/Chair Chipotle, boards of Walmart Inc. (since 2024), Chipotle Mexican Grill, Inc. (2020-2024), KB Home (2021-2024)

    9. Daniel Servitje 66/2024/m an 1%

      1. Former CEO/executive Chair Grupo Bimbo SAB de CV, boards of Grupo Bimbo SAB de CV (since 1994); Coca-Cola FEMSA SAB de CV (1998-2022); CitiBanamex (1996-2022)

    10. Mike Sievert 56/2024/m c 6%

      1. Former CEO/Chair T-Mobile US, Inc., boards of T-Mobile US, Inc. (since 2018); Shaw Communications, Inc. (2018-2023)

    11. Wei Zhang 55/2023/f an 5%

      1. Former Senior Advisor and President, Alibaba Pictures Group, boards of Ralph Lauren Corporation (since 2022)

  2. What’s the data say about “culture”

    1. First and foremost, these are dictator friendly directors - a lot of comfort with deferring to dear leader

      1. We classify boards based on how much influence or power each person has, and for companies with dual class shares or major shareholders on the board or founders and family run boards, they end up classified as Totalitarian - basically these are run by one or a small number of board members, usually without shareholder rights

      2. Starbucks is full of them, vestigial to Howard Schultz: Campion (Nike, Paramount), Knudstorp (Lego, Nike), Mayer (Walmart), Mohan (YouTube, 23andMe, Stitch Fix), Niccol (Walmart), Sievert (T-Mobile), Zhang (Alibaba)

    2. But they do have a lead independent gaslight… 

      1. POLL 4: OVER/UNDER: Average tenure of a lead independent director in the US as of 2025?  10 years

      2. Knudstorp: Lead independent director with 9 year tenure, longest tenured director

        1. I’ll give you a poll hint using the most egregious and comical case: First National Bank

          1. LID: Bill Campbell, won NACD Director of the Year in 2017 (joke’s on you!), has been on the board since GERALD FORD was president.  1975.  Not a typo.

          2. 12.5% Blackrock, 11% Vanguard, 7% Fuller & Thaler, 5.8% Dimensional

          3. One share one vote, plurality vote

        2. Companies like Mettler Toledo don’t even have plurality voting as an excuse - their LID, Tom Salice, has been on the board since Clinton 1 in 1996

        3. Knudstorp has only been on the board 9 years is a quiet victory for shareholders

        4. But Niccol has 29% influence, Ritch Allison has 14%, and LID Knudstorp has 11%... it’s Niccol’s board

      3. POLL 4 ANSWER: 12 years

  3. And Niccol is stamping his name on stuff

    1. Niccol NEO replacement: chief legal, Rachel Ruggeri the CFO, shown or tripped running to the door

    2. Niccol choosing connections for the board

      1. We have a pretty big director interlock database, but it includes actually a long and painstaking process to connect directors through non profit boards as well which is where we can see some of the director overlaps Niccol has

        1. Marissa Mayer (2025) sits on Walmart board with Niccol, clearly a Niccol connection as he handpicks his board

        2. Niccol on Walmart with Caesar Conde who’s on Paley Center board with Neal Mohan (2024 director)

          1. Caesar Conde also was at NBCUniversal with Chipotle board member Patricia Fili-Krushel while Niccol was CEO/chair

        3. Niccol on Walmart with Tom Horton who’s on Chevron with Dambisa Moyo (2025)

      2. 55% of board influence is Niccol plus people he already has connections to

  4. Does anyone read the bios or just the skill matrix?

    1. Skills matrix vs. knowledge data (actual education and roles)

      1. POLL 5: Favorite skill in the skill matrix: 

        1. Leadership

        2. Marketing

        3. Human Capital

        4. Climate Change

        5. Diversity

      2. Mismatches:

        1. If your favorite skill is diversity, Starbucks wants you to know that it is NO LONGER a skill in the skills matrix this year!  

          1. Last year, 5 directors has the skill of gender, ethnic or national diversity (national diversity??). This year, whether it’s Trump or Niccol, diversity isn’t a skill!

        2. Campion has EVERY skill except government, but our data and his background suggests strength in econ/finance - no environmental, tech, or food

        3. Knudstorp is marketing and comms, no food - how is the LID director a “lead” without a background in core industry outside vague “retail”?

        4. Environmental skill is the biggest mismatch - described as, “We value directors with experience in environmental and climate change topics who strengthen the board’s oversight and ensure that we pursue a sustainable and responsible business model as part of our efforts to advance our strategic business imperatives and create long-term value for shareholders.”, but Ritch Allison (background in econ and worked at Bain consulting on restaurants before leading Domino’s pizza, who has disclosed zero sustainable sourcing efforts ever gets the “environmental” skill)

        5. Explain this - Neal Mohan is the only director without “corporate citizenship” experience according to SBUX matrix, described as “We believe that directors who have experience in promoting and upholding responsible corporate citizenship help Starbucks to effectively manage risk and further long-term value creation for shareholders while staying aligned with our mission and values.”

      3. POLL 5 RESULTS?

  5. Starbucks disaffected voting… 

    1. POLL 6: YES or NO: Should CEOs be barred from sitting on or chairing their company's board of directors?

    2. 2024 votes: Hobson and Knudstorp equal targets (~88%)

    3. 2025 votes: Knudstorp the target for against, Ford getting collateral damage (~89%)

    4. 2026 vote predictor: Knudstorp @ 91%

    5. 2026: Vote against Ford says Glass Lewis, vote against Knudstorp and Ford says NYC, NYS, Trillium, SOC, Mercyside 

      1. Because Starbucks disbanded the Environmental, Partner and Community Impact committee of the board - launched in 2023, dissolved in November 2025

      2. Committee launched after majority supported SHP to focus on labor issues

      3. Daniel Servitje, the OTHER committee member, somehow escapes entirely

      4. But the joke is on all of us - Niccol dissolved it

      5. Instead of targeting Niccol or even Knudstorp though, Glass Lewis targeted the female chair of the board?

        1. If the CEO gets to be chair - doesn’t the CEO have to take responsibility for board overall? 

        2. If you have an LID, are they accountable??  Why would the chair of a committee be target without the chair of the board or LID?  Can a committee chair dissolve their own committee??

    6. POLL 6 RESULTS?

  6. And finally, maybe we should talk about actual performance

    1. Nice above average earnings across as a boards (these are people who sit at profitable companies) at .561, but you should be worried about HOW the earnings get got - a .401 controversies average as a team is nicely below average

    2. TSR is slightly below average, too, with three of the lowest performers (Knudstorp, Zhang, and Allison under .400) holding 35% of company influence

      1. What that means - high earnings, middling TSR, but a lot of controversy - are the earnings at risk?  Is the even middling TSR mispriced?

      2. Niccol’s choices:

        1. Mayer - one of the worst performers for CEO pay ratio - 0.156 (bottom 15% globally), means pays CEOs a LOT on a pay ratio basis

        2. Mayer also the worst performer for controversies, which is saying something on a board full of controversies in the last five years

        3. Mike Sievert also a big ceo payer, and TSR batting average across the board is below average (448 vs. 500).

    3. Pure data vote?

      1. NO to Mayer: bottom TSR performer and direct social ties to Niccol

      2. NO to Ritch Allison: he’s on every committee, second most powerful on the board at 14% influence, among the worst TSR performers

      3. YES to separate board chair position:

Proposal 2: Auditor

  1.  Nobody cares

Proposal 3: Say on Pay

  1. 14% NO in 2025

    1. 9% NO in 2024

  2. CEO Pay Ratio

    1. 2025: median employee was $17,279: 1,794 to 1: (January 1st at 10:09:33 am)

    2. 2024: median employee was $14,674: 6,666 to 1: (January 1st at 9:18:43 am)

  3. Brian Niccol Pay

    1. 2025: $31M

    2. 2024: $96M

Proposal 4: SHP requesting supermajority shareholder voting requirements be replaced with majority voting requirements

  1. More rights = YES

  2. The Accountability Board

  3. 32% YES in 2023

Proposal 5: SHP requesting adoption of an independent board chair policy

  1. National Legal and Policy Center

    1. Cites Spencer Stuart, ISS, Glass Lewis, CFA Institute, and Calibre One

  2. 15% YES in 2025

Proposal 6: SHP requesting a report on the Company’s apparent exclusion of detransitioning in its healthcare coverage

  1. National Center for Public Policy Research

  2. “And lest anyone try to argue that potentially covered individuals represent too small a number to be material, recall that a single transgender influencer was apparently able to destroy “a whopping $27 billion in market value” at Anheuser-Busch InBev in 2023.”

    1. The disingenuous pricks cited the NYPost on this one, which measured market cap loss over a 2-month period.

    2. March 31, 2023: $66.73; February 23, 2026: $80.07

Proposal 7: SHP requesting a report on median compensation and benefits gaps as they address reproductive and gender dysphoria care

  1. Bowyer Research

  2. Assholery, part 2

Proposal 8: SHP requesting a report on the Company’s use of diagnostic tools created by politicized corporate partners

  1. The Heritage Foundation

  2. “The Southern Poverty Law Center”

  3. Our first mention of Charlie Kirk?

  4. Assholery, part 3

Proposal 9: SHP requesting a report on the risks of the Company excluding religious charities from its employee-gift match program

  1. The Baptist Foundation of California

  2. A similar SHP in 2025 by Bowyer Research 0.81% YES

  3. Assholery, part 4


Matt Moscardi
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