Forget zombie directors, worry about vampires, mummies, and Frankensteins
PROXY COUNTDOWN SCRIPT
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This is Proxy Countdown. Welcome to the big show for the week of October 28, 2024 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:
Compensation Committee shenanigans at Corpay
Ross Stores unloads the money truck for a guy who sells boots
Bi-polar voters at Neogen
One less Schmuck at Consumers Bancorp
And on the Big Vote, a halloween special data dive: zombies and the almost dead
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Trade Wire - BUY/SELL
Top Stories:
Kenneth M. Fisher has joined the board at APA Corporation. Ken is a Certified Public Accountant; the CFO at ChampionX; and former CFO at Noble Energy. One of his new roles at APA will be joining the board’s Cybersecurity Committee. As if to say, does any of this really matter in the first place?
The most powerful woman on the board of Entergy Corporation, former Arkansas Senator Blanche Lincoln. She was Entergy’s longest-tenured director and stepped down with 11% influence. Blanche’s sister Mary Lambert directed Madonna’s “Like a Virgin” video in 1984.
The Compensation Committee at Corpay has modified its CEO’s 2021 option award. Ronald Clarke originally received the $56 million option award in 2021 from a Compensation Committee chaired by Thomas Hagerty.
For roughly two-thirds of the award to vest, Corpays share price needed to be at least $350 for 10 consecutive trading days. The remaining third would vest if the share price hit $400.
On Monday, October 28th, as Corpay’s share price coincidentally hit $351, the Compensation Committee announced that two-thirds of the award would vest if Corpay’s stock price hit $350 “for at least 3 trading days by December 31, 2024.” That’s it. Not 10 days. And not even 3 consecutive days. Just 3 days. They also canceled the remaining part of the award that was now impossible: hitting a share price of $400. And went on to say that “the CEO agreed to forgo any new equity grants in 2025.” Which suns heroic until checking the proxy statement and realize that his equity award was $1.4M in 2023 and $0 in 2022.
According to the filing, “The modified performance option award was approved by the Compensation Committee of Corpay, which is composed entirely of entirely of independent directors.” That is verbatim from the filing. And the reason why they probably stuttered at that point and got flustered was because they knew that the Compensation Committee was not ethically independent. Compensation Committee member Thomas Hagerty has served with CEO Ronald Clarke on the board of Dayforce since 2018, where they both serve together on Dayforce’s Compensation Committee. A third member of Corpay’s board, in fact, has served with them at Dayforce since 2018, Gerald Throop, Dayforce’s so-called Lead independent Director.
OpenTable CEO Debby Soo joins The Kraft Heinz board. A positive move considering only 17% of current Kraft Heinz influence is female.
A leadership transition is underway at Ross Stores, where former Boot Barn CEO James Conroy will replace Barbara Rentler as CEO
Who’s not leaving is former CEO and current Executive Chair Michael Balmuth, the man with the most influence on the board of Ross Stores. Barbara, too, will continue to be paid for a while, she will continue as an employee of the Company, and will serve as a Senior Advisor for the remainder of her employment term, through March 31, 2027.
The new CEO’s golden hello award includes stock granted on his start date worth $8M; a sign-on cash bonus of $7.625M, another initial stock award worth $32.2M; a relocation bonus of $800,000; temporary housing; and travel and relocation benefits.
And lastly, at Morgan Stanley, CEO Ted Pick will officially become board chair on January 1st. At that time, former CEO and Chair James Gorman will be named Chairman Emeritus and as a non-employee advisor to the Company for an annual fee of $400,000, continuation of current health benefits, access to a car and driver, office and administrative support for Company business, and rights with respect to the indemnification and advancement of expenses of directors and officers of the Company, despite the fact that he will neither a director or an officer of the company.
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PROXY CAGE MATCH
Activist Investor Legion Partners has increased its stake in Five9 and is pushing for a board seat and cost-cutting measures. The Five9 board is controlled by CEO Mike Burkland (35%) and Lead Independent Director David Welsh (15%) who has been a board member twice, starting in 2005, and then another tenure starting in 2011.
Corvex Management LP has taken a stake in Fortrea Holdings, a clinical trials management company that was spun out of Labcorp Holdings. Activist investor Starboard Value disclosed its stake in the company last year. Fortrea’s board notably consists of only one female director, Machelle Sanders, who has 2% of total board influence.
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VOTE RESULTS TABLE
Moving over to our vote results table, the winners of the week are Robert Lisicki and Arnout Ploos van Amstel at Zura Bio Limited: 99.97% supported their election to the company's board.
51% of the vote rejected Say on Pay at Neogen Corporation. Frankly, it’s hard to see what changed in the company’s pay plans over the last year when shareholders overwhelmingly approved Pay with 97% support.
Let’s talk about Consumers Bancorp
First of all, there were almost as many non-votes (approximately 850,000) as there were For votes (about 1.2 million). Maybe shareholders should get off the couch?
And Second of all, Harry W. Schmuck Jr. retired as a member of the Board.
Really? Schmuck is bad enough but Harry Schmuck? What is happening here? And he’s a junior?? His dad, also called harry Schmuck, wanted to keep that legacy going? Why?
And finally, nothing much going on at the only two large cap meetings last week: shareholders are perfectly content across the board at Bio-Techne and Parker-Hannifin.
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THE BIG VOTE
HALLOWEEN
North America/90+/at least 10% influence & most influence
The old guy who really knows real estate
Milton Cooper (95): Kimco Realty (45%)
Founder, former CEO, former Chair, director since 1991
Serves with Philip E. Coviello (80) on Kimco and Getty Realty (25%)
-18% gender gap
-16% gender gap
The Williams
William Stiritz (90): Post Holdings (31%)
6 other directors over 70
Robert Vitale (22%) is next
-16% gender gap
William Stinson (90): Westshore Terminals Investment Corporation (37%)
Also Canfor Corporation (6%)
M. Dallas H. Ross (16%) is next
One woman (6%); -7% gender gap
Old and majority control
Warren Buffett (92): Berkshire Hathaway (67%)
-19% gender gap
Howard Graham Buffett (69; 5%)
Susan A. Buffett (69; 3%)
Joseph Field (92): Audacy (74%)
-20% gender gap; 2 women
David J. Field (61; 16%)
Oldest
George Joseph (101): Mercury General (75%)
-24% gender gap
Joshua Eric Little (52; 7%)
The only female power
Ellen Gordon (91): Tootsie Roll Industries (85%)
Virginia L. Gordon (70; 11%)
Family keepsakes
Bernard Saul (90): Saul Centers (14%)
Chairman, Chief Executive Officer and Director since June 1993
3 other directors in 80s
Andrew Saul (57%)
-2% gender gap
Bruce Gottwald (90): NewMarket Corporation (18%)
Thomas E. Gottwald (75%)
-27% gender gap
Rocco Ortenzio (90): Select Medical Holdings (41%)
Rocco Ortenzio (66; 43%)
-18% gender gap
Honorable mentions
Claudio Xavier Gonzalez Laporte (91)
Kimberly-Clark de Mexico, S.A.B. de C.V. (13%; Former CEO)
ALFA, S.A.B. DE C.V. (10%)
GRUPO CARSO, S.A.B. DE C.V. (7%)
Grupo Mexico, S.A.B. de C.V. (6%)
Louis Sullivan (90);
Emergent Biosolutions (Pay Committee chair and Audit Committee member)
United Therapeutics (Pay & Nom committees)
MATT
ZOMBIES
Directors with <50% FOR votes in 2024 who stayed on the board anyway
Because the undead can’t be killed
Which boards have the highest zombie influence?
Ingles Markets, 4% of influence
Ernest Ferguson
John Lowden
Boston Beer Company, 9% of influence
Phaedra Chrousos
Paul Sekhri
AO Smith, two women with 11% influence
Ilham Kadri
Vicki Holt
Akero Therapeutics, 21% of influence
Seth Harrison
Yuan Xu
TG Therapeutics have 3, 22% of influence
Daniel Hume
Sagar Lonial
Yann Echelard
Clarus Corporation, 42% of influence
Donald House
Nicholas Sokolow
Paramount Group - 59% of influence!
Family legacy - Katharina Otto-Bernstein, the Otto family owns 14% of shares and still couldn’t keep her from getting voted out!
They obviously “rejected” her resignation since she’s related to the founder and controls 14% of the shares through family
KRAKENS
Director with the most 2nd degree connections in our database, on a board or not currently
They have a LOT of tentacles, it’s hard to escape them
Caveat here - a lot of power/infrastructure companies and Asian companies have multiple traded subsidiaries with the same board members, so I looked at both total 2nd degree connections and discrete connections (ie, number of actual individuals they’re connected to, not the number of times or ways they’re connected)
Paul Desmarais, Power Corporation of Canada and IGM Financial
653 connections inside 2 degrees
69 discrete connections
“Discrete leverage” of 9.5 (on average, he’s connected about 10 ways to each director)
Connections through:
POWER CORPORATION OF CANADA
IGM FINANCIAL INC
Holcim AG
TotalEnergies SE
SGS SA
ENGIE SA
GREAT-WEST LIFECO INC.
GROEP BRUSSEL LAMBERT NV
POWER FINANCIAL CORP
Ed Liddy, retired kraken
324 connections
71 discretes!
Discrete leverage of 4.6 - he was on so many high level boards, he’s only connected to 5 directors at each
Connections through:
THE BOEING COMPANY
3M COMPANY
ABBOTT LABORATORIES
THE ALLSTATE CORPORATION
AMERICAN INTERNATIONAL GROUP, INC.
THE GOLDMAN SACHS GROUP, INC.
THE KROGER CO.
ABBVIE INC.
Jean-Martin Folz, retired kraken
361 connections
71 discrete
Discrete leverage of 5.1
Connections through:
AXA SA
CARREFOUR SA
COMPAGNIE DE SAINT-GOBAIN SA
ALSTOM SA
SOCIETE GENERALE SA
SOLVAY SA
EUTELSAT COMMUNICATIONS S.A.
Auttapol Rerkpiboon, on PTT companies - Thai oil
828 connections
81 discrete
Leverage of 10.2
Claudio Zavier Gonzalez Laporte, chair of Kimberly-Clark de Mexico
532 connections
91 discrete!
Discrete leverage: 5.8
Connections run through:
GENERAL ELECTRIC COMPANY
KIMBERLY-CLARK CORPORATION
UNILEVER PLC
THE HOME DEPOT, INC.
ALFA, S.A.B. DE C.V.
GRUPO CARSO, S.A.B. DE C.V.
Grupo Financiero Inbursa, S.A.B. de C.V.
Grupo Mexico, S.A.B. de C.V.
GRUPO TELEVISA, S.A.B.
KELLANOVA
Kimberly-Clark de Mexico, S.A.B. de C.V.
Bolsa Mexicana de Valores, S.A.B. de C.V.
MUMMIES
Directors that aren’t family, founder, insider, CEO, controlling shareholder, or executives with tenure >20 years and less than 10% influence in the US
Just wrap them up and put them in the corner
There are a whopping 543 of them
114 of them are lead independent directors
Here are the top 5 mummies that investors keep covering in desiccant year after year with FOR votes:
Tony James, 73
Costco board, 9.8% influence, on the board since the year Kevin Durant and Adele were born
Here was our take on our Costco show:
First of all, Hamilton James being nicknamed “Tony” is like nicknaming King Charles “‘Lil Chuckie” - James is pure royalty - Choate, Harvard, investment banking, Blackstone prez, trustee of everything in NYC, worth ~3bn. I know the board likes to keep OG, but 38 years for a NON FOUNDER? C’mon. Vote against James.
Stuart Subotnick, 82
Carnival Corporation, 7.6% influence, on the board since Reagan’s second term
What we said:
AGAINST Subotnick - Blackrock voted against the pay committee last year because they didn’t like them - vote out the director in charge of picking directors to put on the committee in this case given he’s been there for over 30 years - he is not independent, he is a 100% insider
Lawrence Schorr, 69
Dick’s Sporting Goods, 5.7% influence, on the board since Roger Moore was still James Bond
Walter Fiederowicz, 76
Photronics, Inc, 2.7% influence, on the board since Reagan’s first term
George Orban, 77
Ross Stores, 8.2% influence, on the board since 1982… I was 3.
96% FOR votes in 2024!
4 directors over 20 years - they have FOUR MUMMIES
VAMPIRES
Directors that perform under .250 for both earnings AND TSR with greater than 10 year tenure and over 75 years old
Ancient AND blood sucking
There are only FOUR globally
Bill Franke
Frontier Group, US
86 year old man, 63.4% influence
11 year tenure
Stefano Pessina
Walgreens, US
82 year old man, 63.2% influence
12 year tenure
Sven-Olof Johansson
FastPartner AB, Sweden
78 year old man, 87% influence
28 year tenure
Po Chu U
Lai Sun Development, HK
99 year old woman, 53.3% influence
40 year tenure
She’s the mother of the chair and the grandmother of another director
IGORS
On 4+ boards in the last 10 years, pay chair of at least one company, and pays the CEO in the top quartile of all directors globally despite generating bottom quartile earnings
WHATEVER YOU SAY MASTER
Only TWO candidates who are chairs of the pay committees - top Igors:
Matthew Espe
Two current boards - Wesco International and Diebold Nixdorf
Bats .133 for earnings, .492 for TSR, and a stellar 0.045 for CEO pay
Tim Haley
FOUR current boards - Netflix, 2U, Zuora, and ThredUp
Bats .200 for earnings, .361 for TSR, and .122 for CEO pay
FRANKENSTEIN
Directors with <50% FOR votes in 2023, stayed on the board as a zombie, and got >50% FOR votes in 2024
Every good zombie movie ends with the zombies winning?
There is only ONE I could find in our data… but it’s still unbelievable
Mark Currie, Ironwood Pharmaceuticals
55.8% vote against in 2023
4% vote against in 2024!! 4%!!!
No committee changes, no investor table changes… still there, sitting on the comp committee as a member, still the only director with vote against in 2023
DAMION:
That’s the Proxy Countdown for the week of October 28, 2024. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder sharks, floating bandaids, and wayward directors.
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