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

Written By Matt Moscardi

Trade Wire - BUY/SELL

Top Stories:

  1. proxy countdown_trade wire_2025 - Google Sheets

  2. 95 Filings since March 27

  3. The headlines:

    1. Air Canada CEO will retire this year after his English-only crash message was criticized

      1. Michael Rousseau is stepping down following a massive public outcry after he delivered a condolence video almost entirely in English regarding a fatal plane crash that killed a French-speaking pilot.

      2. Critics and politicians, including Quebec’s Premier, were outraged that Rousseau failed to fulfill a high-profile 2021 promise to learn French, viewing his English-only response to a tragedy as a sign of deep cultural disrespect.

      3. Air Canada’s board has launched a global search for a successor and explicitly stated that fluency in both English and French is now a non-negotiable requirement for the next CEO.

        1. The company clarified that while a "comprehensive internal development program" has been in place for two years, the recent controversy accelerated the timeline for his departure.

      4. Rousseau will officially retire at the end of the third quarter (September 30, 2026), staying on until then to ensure a "seamless transition" and assist the board during the handover.

      5. Air Canada CEO Michael Rousseau initially stated he did not intend to step down following backlash over an English-only video regarding a runway incident

  1. Super Micro Computer, Inc. (SMCI)

    1. indictment of three individuals associated with the Company in connection with an alleged conspiracy to commit export-control violations:

      1. Yih-Shyan "Wally" Liaw, SVP Business Development and a member of the Company's Board of Directors

      2. Ruei-Tsang "Steven" Chang, a sales manager in Taiwan

      3. Ting-Wei "Willy" Sun, a contractor

    2. The Company has placed the two employees on administrative leave and terminated its relationship with the contractor

    3. Mr. Liaw has also resigned as a member of the Company’s Board of Directors

      1. Mr. Liaw’s resignation was not the result of a disagreement with the Company

    4. Clean-up crew: The Company also announced that it has appointed DeAnna Luna as acting Chief Compliance Officer, effective immediately.

  1. Succession Planning??

    1. WEST PHARMACEUTICAL SERVICES INC (WST): Eric M. Green CEO/Chair stepping down once a successor is found

    2. ADOBE INC. (ADBE): CEO/Chair Shantanu Narayen resigning when successor found; will remain as Chair

  1. Down to 2F

    1. Arthur J. Gallagher & Co. (AJG): Sherry Barrat retiring down to 2/9

    2. Corebridge Financial, Inc. (CRBD): Rose Marie Glazer and Adam Burk resigned 2/11

    3. INCYTE CORP (INCY): Susanne Schaffert retiring 2/8

  1. Stupid money

    1. Datadog, Inc. (DDOG): appointed Dominic Phillips

      1. As an inducement for Mr. Phillips to join our Board in a highly competitive market, in recognition of his extensive professional experience and expected contributions to the Company, and in order to further align his interests with those of our stockholders, the Board increased the amount of the initial grant of restricted stock units payable to Mr. Phillips under the Director Compensation Policy upon his appointment from $400,000 to $600,000.

    2. ALNYLAM PHARMACEUTICALS, INC. (ALNY)

      1. special equity award to CEO Yvonne Greenstreet: up to $89m equity

        1. CEO (2022-); COO (2016-2022)

        2. more than three decades of leadership in the biopharmaceutical industry: Head of Medicines Development at Pfizer; and Chief Strategy Officer at GlaxoSmithKline

        3. medical degree and practiced as a clinician before earning her MBA from INSEAD

          1. Students must prove knowledge of at three languages by graduation.

        4. Chair Amy Schulman (16%); CEO (20%); Colleen Reitan (7%); Margaret Hamburg (6%): -9% male gender gap!

    3. LAS VEGAS SANDS CORP (LVS)

      1. appointed Patrick Dumont as Chairman, Chief Executive Officer

      2. CFO Randy Hyzak from $1.2M/150%/175% to $1.35M/200%/250%

        1. Base Salary Increase: +$150,000

        2. Short-Term Upside: +$900,000

        3. Long-Term Upside: +$1,275,000

        4. Total Annual Increase: $2.325 Million (a 45.6% jump in total earning potential)

      3. GC D. Zachary Hudson from $1.3M/175%/200% to $1.6M/200%/425%

        1. Base Salary Increase: +$300,000

        2. Short-Term Upside: +$925,000

        3. Long-Term Upside: +$4,200,000

        4. Total Annual Increase: $5.425 Million (an 87.8% jump in total earning potential)

    4. Alphabet Inc. (GOOG, GOOGL)

      1. CEO Sundar Pachai: up to $692m equity over next for 3 years = $631,000 per day

    5. Workday, Inc. (WDAY)

      1. Aneel Bhusri, Workday’s co-founder and Executive Chair, promoted to CEO: up to $270m equity

    6. WASTE MANAGEMENT INC (WM)

      1. Ms. Rankin received a cash bonus of $1 million in recognition of the value delivered to stockholders as a result of her leadership in completing the orderly transition of the CFO role to her successor and her important contributions toward the integration of our Healthcare Solutions business

    7. DEERE & CO (DE)

      1. one-time equity awards to 3 NEOs: John C. May $25M; Ryan D. Campbell $5M; Deanna M. Kovar $5M




<PROXY CAGE MATCH BUMPER>

PROXY CAGE MATCH

  1. Activist investor seeks to oust Americold Chair Mark Patterson over “problematic boardroom behavior”

    1. Sieve Capital is pushing Americold Realty Trust to remove Mark Patterson as the chairman of the firm’s board of directors, citing his tenure on the board of scandal-ridden office landlord Paramount Group.

  2. Irenic Capital is demanding the ousting of Teleflex Chairman Stephen Klasko following CEO Liam Kelly’s abrupt resignation in early 2026 without a clear succession plan. The activist alleges that the board is "drifting" under interim leadership.

  3. Under a cooperation agreement with activist investor Elliott Investment Management, Norwegian Cruise Line Holdings has appointed five new independent directors: Alex Cruz, Kevin A. Lansberry, Steve Pagliuca, Brian P. MacDonald, and Jonathan Z. Cohen. Simultaneously, long-serving board members Stella David, David M. Abrams, Harry C. Curtis, and Mary E. Landry have resigned, while current CEO John W. Chidsey has assumed the additional role of Chairman.

  4. Responding to pressure from activist investor Jana Partners to explore a sale, Six Flags Entertainment has appointed Richard "Dick" Haddrill as its new Executive Chairman to lead a strategic refresh focused on profitability and shareholder value. As part of this leadership shift, former chair Marilyn Spiegel has transitioned to the role of Lead Independent Director, while board member Jennifer Mason is set to depart the company by not seeking re-election at the upcoming 2026 annual meeting.

  5. Following a cooperation agreement with activist investor Ed Garden, Fortune Brands Innovations (maker of Yale and Master Lock) rescinded the appointment of incoming CEO Amit Banati before his May start date and committed to restarting its search. As part of the governance overhaul, outgoing CEO Nicholas Fink will proceed with his departure, while Susan Kilsby assumes the role of Executive Chair and Ed Garden joins the board to oversee the transition.

    1. Despite Amit Banati never officially starting the CEO job at Fortune Brands Innovations (the Yale padlock maker), he is walking away with a massive payout of approximately $18.35 million.

    2. This was originally designed to compensate him for the millions in stock and bonuses he forfeited by leaving his previous role as CFO of Kenvue.

      1. $8 million in a one-time cash award.

      2. $6 million in accelerated restricted stock units (RSUs).

      3. $4.35 million in additional cash payments for other forfeited incentives.


 

<VOTE RESULTS BUMPER>

VOTE RESULTS TABLE 

  1.  27 meetings market cap over $1 billion since 2/27/26

  1.  Companies with SHPs: 5

    1. STARBUCKS CORP (SBUX)

      1. Independent Board Chair 12% yes

      2. Report on Detransitioning 0.93% yes

      3. Report on Diagnostic Tools 0.72% yes

      4. Risks of Excluding Religious Charities 0.66% yes

      5. Repro & Gender Care Gaps 0.59% yes

      6. Supermajority to Majority 94% yes

    2. Keysight Technologies, Inc. (KEYS)

      1. Call for a Special Shareholder Meeting 64% yes

    3. Walt Disney Co (DIS)

      1. 1 not presented

      2. how the employee gift-matching program may impact risks related to religious  discrimination against employees 0.79% yes

      3. Cumulative Voting for Board Elections 3% yes

      4. Accessibility & Disability Inclusion Practices 5% yes

    4. DEERE & CO (DE)

      1. Report on the Return on Investment of Emission Reduction Goals 1% YES

      2. Shareholder Right to Act by Written Consent 38% YES

      3. Report on Faith-Based Business Resource Groups 0.6% YES

    5. ANALOG DEVICES INC (ADI)

      1. Special Meeting Rights 38% yes

  1. Say on Pay: 5  over 10% NO; 0 over 15%

  1. Directors: 13 directors over 10% NO

    1. Highest: Heico: Alan Schriesheim 27% no; Mark H. Hildebrandt 26% no


Upcoming Meetings

  1. April 8 Lennar Corporation $42.5 Billion

  2. April 9 Dow Inc. $40.1 Billion

  3. April 14 Moody's Corporation $82.4 Billion

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

  5. April 15 Adobe $215.3 Billion

  6. April 16 Synopsys $85.9 Billion

  7. April 16 Humana $17.4 Billion

  8. April 16 PPG Industries $32.1 Billion

  9. April 16 HP $30.2 Billion

  10. April 17 The Boeing Company $110.6 Billion



<THE BIG VOTE BUMPER>

THE BIG VOTE

PROXY PREGAME

TOP TEN LISTS: Here’s how mid 2010s Buzzfeed would have given you important information about the makeup of boards - top ten lists on some of the most advanced (and concerning) data points on directors and boards

  • Most similar board

    • Methodology: look at pairwise similarities between directors on demographics (race/ethnicity, age, gender), experience (knowledge, schools, industry careers), and connections in common - boards where most pairs of directors are similar are at risk of white man think

    • Companies

      • LIBERTY MEDIA CORPORATION

        • malcolm ian grant gilchrist

          • Audit member, nom member, pay chair

          • 75 yo male, 89% connected

      • EDISON INTERNATIONAL

        • michael camunez

        • Audit member

        • 56 yo male, 91% connected

      • Carnival Corporation

        • joshua weinstein

        • CEO!

      • CMS ENERGY CORPORATION

        • ralph izzo

        • 68 yo white male, 89% connected

        • Audit member

      • DELL TECHNOLOGIES INC.

        • david wyatt dorman

        • 72 yo white male, 75% connected

        • Nom member, pay member

      • PG&E CORPORATION

        • john o. Larsen

        • 61 yo white male, 81% connected

        • Pay member

      • BLACKSTONE INC.

        • stephen schwarzman

        • CEO!

      • APPLE INC.

        • alex gorsky

        • Nom member, pay member, 64yo white male

      • GENERAL MOTORS COMPANY

        • mary teresa barra

        • CEO!

      • INTERNATIONAL BUSINESS MACHINES CORPORATION

        • alex gorsky

        • LID! 86% connected, 64 white male

  • Most overpaying boards

    • Methodology: look at CEO pay ratio relative to industry and size peers, rank companies, assign individual directors performance (low CEO pay ratio = high batting average).  Then figure out which boards are stocked with directors who love giving out high CEO pay ratios

      • LUMENTUM HOLDINGS INC.

      • WESTERN DIGITAL CORPORATION

      • WALMART INC.

      • S&P GLOBAL INC.

      • JABIL INC.

      • BLACKSTONE INC.

      • THE COCA-COLA COMPANY

      • CITIGROUP INC.

      • UNITED PARCEL SERVICE, INC.

      • ROSS STORES, INC.

    • Subcategory - highest RAW realized pay - these directors have, in the last 7 years, handed out in aggregate the MOST CEO PAY

      • TESLA, INC.

        • $290,624,003,934

      • PALANTIR TECHNOLOGIES INC.

        • $46,124,772,105

      • APPLE INC.

        • $17,450,467,247

      • NVIDIA CORPORATION

        • $15,975,069,499

      • BROADCOM INC.

        • $15,680,049,364

      • AIRBNB, INC.

        • $14,695,739,927

      • ALPHABET INC.

        • $12,585,082,005

      • MCKESSON CORPORATION

        • $11,547,064,168

      • BLACKSTONE INC.

        • $11,430,311,796

      • AXON ENTERPRISE, INC.

        • $10,332,348,727

  • Least merit board

    • Methodology - merit is measured using 5 factors: knowledge (how deep you know the industry), economic stake (are you an owner or activist), leadership (current/ex-CEO, chair, or LID), connections (above average network power), or performance (demonstrated track record at multiple boards).  Any 3 factors, you get tagged as meriting at least on paper a board slot.  These boards had NO directors get tagged for merit. 

      • MONOLITHIC POWER SYSTEMS, INC.

      • HILTON WORLDWIDE HOLDINGS INC.

      • CHARTER COMMUNICATIONS, INC.

      • MARRIOTT INTERNATIONAL, INC.

      • OCCIDENTAL PETROLEUM CORPORATION

      • SYSCO CORPORATION.

      • ILLINOIS TOOL WORKS INC.

      • HUNTINGTON BANCSHARES INCORPORATED

      • FIRST SOLAR, INC.

      • KEYSIGHT TECHNOLOGIES, INC.

    • And these had the most:

      • MASTERCARD INCORPORATED.

      • APPLE INC.

      • CAPITAL ONE FINANCIAL CORPORATION

      • The Bank of New York Mellon Corporation

      • JPMORGAN CHASE & CO.

      • REALTY INCOME CORPORATION

      • EQUITY RESIDENTIAL

      • NATERA, INC.

      • EXTRA SPACE STORAGE INC.

      • LIBERTY MEDIA CORPORATION

  • Most knowledgeable board

    • The Bank of New York Mellon Corporation

    • REALTY INCOME CORPORATION

    • APOLLO GLOBAL MANAGEMENT, INC.

    • METLIFE, INC.

    • JPMORGAN CHASE & CO.

    • EXTRA SPACE STORAGE INC.

    • COINBASE GLOBAL, INC.

    • INTERCONTINENTAL EXCHANGE, INC.

    • AMERIPRISE FINANCIAL, INC.

    • MOODY'S CORPORATION

  • Least knowledgeable board

    • VALERO ENERGY CORPORATION

    • FERGUSON ENTERPRISES INC.

    • LIVE NATION ENTERTAINMENT, INC.

    • ROCKET LAB CORPORATION

    • HILTON WORLDWIDE HOLDINGS INC.

    • MARRIOTT INTERNATIONAL, INC.

    • CINTAS CORPORATION

    • ROYAL CARIBBEAN CRUISES LTD.

    • Altria Group, Inc.

    • MCDONALD'S CORPORATION

  • Worst performing boards

    • Boards in the bottom third for TSR on average, payouts >$1bn for CEOs, <25% board members have merit, > average similarity between each pair of directors - it’s bananas on paper these boards would ever get more than 5% approval from just the investor trolls 

      • ADOBE INC.

      • OCCIDENTAL PETROLEUM CORPORATION

      • Carnival Corporation

  • Worst performing director

    • These 6 directors hit all the bottoms: bottom quartile TSR, 3+ boards actively, oversight lapses (controversies) everywhere, 0 merit on any boards, hugely connected, >average similarity to the fellow directors (ie, you already have this on your board, why get more??), and one of them even has the fun distinction of being in the Billion Dollar Payout club (paid >$1bn to CEOs in realized pay)

      • Carnival Corporation: jason glen cahilly

      • FIFTH THIRD BANCORP: mike van de ven

      • KEURIG DR PEPPER INC.: mike van de ven

      • UBER TECHNOLOGIES, INC.: turqi alnowaiser

      • NIKE, INC.: robert swan

        • Billion Dollar Pay Club! $3.2bn paid out so far despite being on boards with a whopping 9 TSR flags - 9 times flagged as bottom quartile TSR!

      • ULTA BEAUTY, INC.: gisel ruiz

      • WELLS FARGO & COMPANY: clesteen clark

  • Best director

    • Directors with >.600 TSR, <3 TSR flags, >.600 controversies, <25% connected to their boards, core knowledge of the industry/issues, tagged as having merit overall, >3 boards ever - I mean, super high bars - the easy vote FOR on paper

      • INTEL CORPORATION: craig h. barratt

      • INTUITIVE SURGICAL, INC. ISRG: craig h. barratt

      • COMFORT SYSTEMS USA, INC.: herman eugene bulls

      • INSMED INCORPORATED: carol schafer

      • ROBINHOOD MARKETS, INC.: paula loop

Matt Moscardi
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