Trade Wire - BUY/SELL

Top Stories:

Netflix Rejects Jay Hoag’s Resignation, saying “Mr. Hoag’s continued service as a member of the Board is in the best interests of the Company and its stockholders” despite the glaring flaw in its logic that 79% of stockholders said NO.

In new hires:

DTE Energy announced that COO Joi Harris would be the new CEO, succeeding Jerry Norcia, who will become executive chair. Joi is a double ceiling breaker: becoming the first black woman in the role.

UDR’s new CFO is David Bragg, who lasted only 16 months as CFO at Roots Management Group from March 2024 to June 2025.

The new interim CEO at Hormel Foods is former CEO Jeffrey Ettinger. For 15 months of service to provide cover for poor succession planning he will get a salary of $1.2M, a target short-term award equal to $2M, a one-time equity grant of $7.2M, and 10 full weeks of paid vacation.

The new CFO at Pure Storage, Tarek Robbiati, who lasted as CEO of RingCentral for only 5 months and has not held a full-time executive position since 2023, will get about $30M in equity awards, more than third of which will vest simply over time without performance-based conditions.

Starbucks appointed two uber-networked directors to its Board of Directors:

Dambisa Moyo is on the boards of Chevron Corporation and Condé Nast and previously served on the boards of SABMiller, Barclays Bank, 3M, and Seagate Technologies. 

Marissa Mayer previously served as CEO and director at Yahoo!. Mayer currently serves on the boards of Walmart, AT&T, and Hilton Hotels & Resorts. She also served on the board of Nextdoor.

In ‘circumventing the alternative democracy’ news:

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

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

Also waiting 19 days was MicroStrategy, who 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. Peter joins a board with only one woman so let’s hope he’s comfortable in a men’s locker room.

In ‘here’s some more money for hanging around’ news:

Somnigroup International has renewed the contract of CEO and Chair Scott L. Thompson. As a result, he gets a $10M cash transaction bonus for the company's acquisition of Mattress Firm and 1.2M stock options valued currently at about $22M.

Flex CEO Revathi Advaithi gets a one-time supplemental equity award valued at $25M if the Company’s relative total shareholder return (“rTSR”) over a three-year period is below the 25th percentile, $50M if the Company’s relative total shareholder return over a three-year period is below the median, and $62.5M if the Company’s relative total shareholder return over a three-year period is at or above the median.

Howmet Aerospace has renewed the contract of its CEO and Chair, John C. Plant, as such, John will get a special retention award of restricted stock units valued at $45M.

Starbucks named executive officers are getting a surprise July 4th “Back to Starbucks” bonus for staying at their jobs. The equity award is worth $6M if an operating expense reduction is met and up to $12M for the achievement of the easiest set of goals known to humankind: (i) the rollout of the Company’s Green Apron Service program, (ii) coffeehouse uplifts, (iii) new food and beverage platforms, and (iv) a reimagined Starbucks Rewards program.

And finally, in a tribute to simpler times, here’s the announcement: “On May 20, 2025, at the Contractor Connection RESTORE Conference, Larry C. Thomas, global president of Platform Solutions of Crawford & Company announced his plans to retire from the Company effective at the end of the year. Mr. Thomas has been with the Company since 1983.”

Retiring at a conference; seems so old-fashioned

PROXY CAGE MATCH

ISS Recommends “Withhold” votes on long tenured Brookdale Senior Living directors Lee Wielansky, Chair of the Investment Committee, and Victoria Freed, Chair of the Nominating and Governance Committee:

“Given the tenure and positions of Wielansky and Freed, they are arguably the most culpable among incumbent directors for the current state of affairs.”

2024 vote: Wielansky (99.6% YES) and Freed (98.8% YES)

ISS Supports Compelling Case for Change to AstroNova Board of Directors

ISS finds “change at the Board level is warranted to improve independence and oversight”

2024 vote: 97% YES for entire board last year

ISS advised investors to vote against the re-election of Shari Redstone to the Paramount Global board, citing concerns over the company's governance and executive pay structure. They also recommended a vote against directors Barbara Byrne, Linda Griego, and Susan Schuman.

2024 vote: Against: 2.4%; Abstain: 12.1%

Texas Enacts New Law to Regulate Proxy Advisory Firms

SB 2337 aims to limit proxy advice based on "nonfinancial" factors such as ESG and DEI and requires proxy advisors to provide a "specific financial analysis" for any recommendation in opposition to management's position.

And lastly, Lamb Weston reached a settlement with Jana Partners allowing the activist investor to add six new directors: four Jana candidates and two other mutually agreed-upon directors.

The Jana candidates include Timothy McLevish, a former Lamb Weston executive chairman and Jana's portfolio manager Scott Ostfeld.

The other additions are: Bradley Alford, a former Nestle USA CEO who will become chairman; food industry executive and Continental Grain adviser Ruth Kimmelshue; and the two new mutually agreed on directors are Lawrence Kurzius and Paul Maass, who both have food industry experience as top executives.

VOTE RESULTS TABLE 

Here are the highlights from 33 large-cap annual meetings over the past 2 weeks:

16 total SHPs: but from only 9 companies, meaning 24 meetings had zero SHPs

Only 2 “wins” overall:

Vertiv Holdings:

Joseph van Dokkum 46% NO

Jacob Kotzubei 54% NO    

Viridian Therapeutics

51% NO increase equity plan by 8M shares

7 “moral” victories (over 30%): 

EBAY

call a special meeting 49% YES

Equity Incentive Award Plan 45% NO

BJ's Wholesale Club

GHG emissions reduction 30% YES: Trillium ESG

First SHP since its 2018 IPO

DELTA AIR LINES

Act by written consent 42% YES

COSTAR GROUP

transparency in political spending 33% YES

46% NO Pay

ANSYS

Act by Written Consent 41% YES

The shareholder disconnects:

COSTAR GROUP: Musslewhite 4% NO (lowest NO); 46% NO Pay

IonQ: classified; 19% NO Singh; 36% NO on Pay; no Pay Committee members up for vote

The shareholder connects?

DELTA AIR LINES: Act by written consent 42% YES

ANSYS: Act by Written Consent 41% YES

The directors : 5 over 20%

Losers

Core & Main: Gipson 35% NO (classified)

Okta: Epstein 29% NO (classified)

Viridian Therapeutics: Gheuens 23% NO (classified)

BIOGEN: Dorsa 22% NO; Rowinsky 22% NO

Freire 17% NO; Hawkins 17% NO; Langer 17% NO; Mantas 19% NO; Sherwin 17% NO

COMCAST: Baltimore, Jr. 21% NO; Bacon 25% NO

Bell 15% NO; Honickman 16% NO

VEEVA SYSTEMS: Carges 20% NO; Ritter 38% NO; Wallach 40% NO

Vertiv Holdings

Joseph van Dokkum 46% NO

chairman of the Nominating Committee: 1 woman; 9 men

Jacob Kotzubei 54% NO

Mr. Kotzubei attended 50% of the aggregate meetings of the Board of Directors and was not able to attend the balance due to last minute emergencies and other extenuating circumstances

CrowdStrike Holdings: Cary J. Davis 34% NO; Laura J. Schumacher 38% NO (classified)              

Winners

Robinhood Markets: John Hegeman 99.94% YES

Dell Technologies: David Grain 99.93% YES

The oddities:

Smallcap: Red Cat Holdings: 4 out of 5 directors about 57% NO; Thompson 2% NO

CEO Jeffrey Thompson controls 14% of voting power

Mastercard:

racial equity audit report 11% YES: SEIU MasterTrust

affirmative action risks 0.4% YES: National Center for Public Policy Research

COMCAST: CEO pay ratio factor 4% YES; independent chair 27% YES

KROGER:

discarded cigarette pollution 9% YES: Sister of St. Francis of Philadelphia

third-party mandated framework on U.S. farmers 15% YES: Domini Impact Equity Fund

safeguarding the privacy of consumer health data 14% YES: Rhia Ventures

NVIDIA:

eliminate holding period requirement to call a special meeting 7% YES: John Chevedden

new director election resignation governance policy 18% YES: The New York City Carpenters Pension Fund

modify existing reporting on workforce data 18% YES: Trillium ESG Global Equity Fund

THE BIG VOTE PICKS

MATT

MATT:

The Plus30s

Damion steadily pulling directors added to boards right after AGMs

Why it matters: 

Most vesting, turns out, isn’t 1 year, it’s “directly prior to the annual meeting” and pro rata from start date

Directors get nearly full salary PLUS fully vested stock before ever getting a vote

Directors are added often as part of board expansion without vote - investors are voting entirely on incumbent slates

The owners don’t choose their representatives, the representatives choose themselves

The average director tenure for a large cap company is about 7 years - that means nearly 14% of the average tenure is over before investors weigh in

I got to asking how often this happens - and are there patterns

Methodology:

Get AGM dates in the last 5 years

Get director start dates in the last 5 years

Find all non-executive directors that started 30 days or less after the AGM

How many directors have a year of no accountability?

Find the nom chair at the time of the election

Are there nomination chairs that do this repeatedly?

Results

Totals:

Average days for director adds (plus/minus the AGM) is 90

90 days before or after the AGM on average, directors get added

292 directors added within 30 days post AGM in 5 years

79 times, directors were added INSIDE A WEEK of the AGM

227 companies added those directors

The companies with multiple directors in a single year are often merger agreements

29 companies added directors ONE DAY after the AGM

Worst of the worst: Rockwell Automation

Only US company to do this three years in a row - 2022, 2023, 2024 - classified board

In 2022, Robert Soderbery added after board expansion ONE DAY after AGM

Not in proxy, no mention of expansion

Kalmanson chair of nom committee, Holloman, Kean, and Payne on it

In 2023, Phillip Holloman retired the day of the AGM, the replacement director Alice Jolla was added ONE DAY after the AGM

Holloman on the proxy, no mention of retirement

Jolla not in the proxy

Kalmanson nom chair, Gipson, Holloman, Keane on committee

In 2024, Rockwell expanded the board AGAIN adding Tim Knavish ONE DAY after the AGM

It was not discussed in the proxy, nor was Knavish up for vote

Bill Gipson nom chair with Jolla, Parfet

Common directors:

Parfet was lead “independent” chair at 15 year tenure

Keane on the board for 12 years, on and off nom committee

Moret CEO for 7 years - but this seems like the Parfet show 

Pattern 1: classified boards

48% of the boards are classified - so directors already have limited accountability, and that’s 40% more than companies who HAVEN’T done this

So about HALF of the director adds won’t see a vote for nearly TWO years or more rather than one

Pattern 2: board expansion

Board expansion right after the AGM is unusually common among these companies

Pattern 3: network power

The boards that do this tend to be highly networked and powerful boards - 16% more network power on average than non Plus30s

Pattern 4: LESS insiders on the board

By 15% on average - which seems surprising unless you think of these being “board run” companies, not management run?  It gels with seeing more Socialist boards (boards run by the committees rather than management)

Directors

Two directors stand out as having this done TWICE at two different companies in the last five years

Jodi Taylor

Mister Car Wash, Inc - added 7 days after AGM

JM Sucker - added 1 day after AGM

Jorge Titinger

Formfactor Inc - added 24 days after AGM

Ichor Holdings - added 20 days after AGM