Tariff board survivors, plus Boeing’s board loss and results at Apple and Deere

This is Proxy Countdown. Welcome to the big show for the week of February 24, 2025 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:

1. Quiet anti-DEI maneuvering on public company boards

2. Zimmer Biomet understands its own policies

3. An apathetic and confused proxy cage match at Matthews International

4. Ongoing anti-DEI theater at Apple and Deere

5. And on the Big Votes, all the voting recommendations you didn’t know you needed

<TRADE WIRE BUMPER>

Trade Wire - BUY/SELL

Top Stories:

1. Let’s start with the secret anti-DEI agenda going on at public corporation boardrooms::

1. Meg Crofton is stepping down at HCA Healthcare, meaning the board will have only two women with a total of 3% influence.

2. Suzanne Nimocks will be leaving the board of Ovintiv. The Ovinitiv board is now down to only two women with a total of 12% influence

3. And after two decades of board service with only 3% of influence, Diana Cantor is out at Domino’s Pizza, which means the Domino’s board is also down to only two women with a total of 8% influence.

4. I’m sure women don’t know much about healthcare or pizza in any case.

5. Despite her background in aeronautical engineering and board tenure of only two years, Sabrina Soussan is stepping down from the Boeing Company board

6. And lastly, in honor of our fake meritocracy and very real anti-DEI business climate, American Financial Group is expanding its sausage party to 11 dudes and only 2 women as Craig Lindner Jr. and David L. Thompson Jr. are added to the board.

1. In true meritocratic bullshit, the press release states that “There are no arrangements or understandings between Mr. Lindner or Mr. Thompson and any other person pursuant to which Mr. Lindner or Mr. Thompson were elected as Directors of the Company” but it fails to mention that Craig Jr. is the son of the co-CEO and the nephew of the other co-CEO. Whatever, dude!

2. Goldman Sachs added COO John Waldron to its board of directors a month after he was given a retention bonus, cementing his position as a potential successor to CEO David Solomon. Waldron joins DJ D-Sol as the second member of management on the board.

3. In money news:

1. The Meta Platforms CNGC approved an increase in the target bonus percentage for each of the Company's named executive officers (other than Zuck) from 75% to 200% of base salary

2. And Gerrit Kazmaier, the new President, Product and Technology of Workday, will receive a welcome duffle bag full of $1M cash and $30M equity.

4. And lastly, in smart Free Float-approved moves:

1. Director Kelvin Westbrook is stepping down at T-Mobile US. He’s the lowest performing director overall at .393 and has served on the board for over a decade but has only 3% influence.

2. Builders FirstSource has remedied a sad situation by appointing Cheryl Ainoa and Maria Renz to their board. This means that Cory Jacobs Boydston is no longer the only woman in the Builders FirstSource boardroom

3. Due to the Company’s mandatory director retirement policy, board Chair Christopher Begley is stepping down at Zimmer Biomet Holdings. Despite having the second highest influence on the board the company is sticking to its stated governance policies. Apple is confused.

4. And a milestone at Edison International: with the appointment of director Jennifer Granholm the board has reached full gender parity! Sorry, are we still allowed to care about such things in 2025 America?

<PROXY CAGE MATCH BUMPER>

PROXY CAGE MATCH

1. Matthews International Corporation

1. Company’s Nominees

1. Terry L. Dunlap 59% YES

2. Alvaro Garcia-Tunon 52% YES

3. J. Michael Nauman 66% YES

2. Barington Capital’s Nominees

1. Ana B. Amicarella 45% YES

2. Chan W. Galbato 37% YES

3. James A. Mitarotonda 40% YES

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VOTE RESULTS TABLE 

Here are the highlights from large cap annual meetings over the past week:

1. Apple

1. Highest vote against (Levinson 7%); highest for (Austin 99.2%)

2. Say on Pay 8% NO

3. SHP “Report on Ethical AI Data Acquisition and Usage” 11% YES (National Legal and Policy Center)

4. SHP “Report on Costs and Benefits of Child Sex Abuse Material-Identifying Software & User Privacy” (Bowyer Research) 9% YES

5. SHP “Request to Cease DEI Efforts” (National Center for Public Policy Research) 2% YES

6. SHP “Report on Charitable Giving” (Inspire Investing, LLC) 1.9% YES

2. Deere

1. All directors at least 93% YES

2. 11% NO Say on Pay

3. SHPs

1. Report on Racial and Gender Hiring Statistics 1.3% YES (National Legal and Policy Center)

2. Report on Effectiveness of Efforts to Create a Meritocratic Workplace: withdrawn (As You Sow)

3. Corporate Financial Sustainability Report: 0.9% YES (National Center for Public Policy Research)

4. Civil Rights Audit 29% YES (John Chevedden)

5. Report on Charitable Giving 1.2% YES (Bowyer Research)

3. Good Times Restaurants: Say on Pay Battle: 1 year (48.6%) vs. 2 years (48.8%); difference of 9,064 votes

<THE BIG VOTE BUMPER>

THE BIG VOTE PICKS

MATT

Tariff winners - Applied Materials

• 86% of revenue outside the US, 31% of 1st quarter revenue is China based, Canadian subsidiary

• 47% drop in the stock price during the last trade war during Trump 1.0

• Do you want experienced director survivors of the prior trade war?

• ID directors who “survived” the Trump 2018-2019 tariff wars and COVID

• US directors on the board for 9+ years (7,931)

• From industrial, manufacturing, electrical component sectors (1,140)

• Not insiders, executives, family members, controlled, or dual class firms (780)

• TSR, ebitda > 500 (198)

• Applied Materials has THREE directors who survived with outsized returns:

• Andy Karsner

• Thomas Iannotti

• Aart de Geus

• Combined 37% influence

• Rest of the board…

• Strong board all around

• The rare vote FOR whole board

Outperformer group

• The reason to KEEP the Transdigm directors?

• 4 directors on multiple boards in the last 7 years with >.666 TSR batting averages

• Nick Howley

• David Barr

• Jorge Valladares

• Michael Graff

DAMION

1. March 4

1. Nordson $12B

1. CEO Pay Ratio is actually relatively reasonable at 119:1. I feel ashamed saying that

2. Board performs well overall (.758) and gender gap falls into an acceptable range (-6%) so what’s the best way to handle board refreshment here? Easy, there’s a long-tenured director who has served for over a decade and still has only 4% influence. He also has the lowest bating average for earnings at .434. Frank M. Jaehnert

2. Warner Music Group $18B

2. March 5

1. Fair Isaac $45B

1. NO on pay: 357 to 1. 653 to 1 last year. $102M in pay for CEO William Lansing over past two years.

2. High performing board overall (-8% gender gap): target David Rey: formerly EVP at UnitedHealthGroup, 74 years old, over a decade of tenure and still only 3% influence.

3. March 6

1. Applied Materials $131B

2. TransDigm Group $76B

1. 343:1

2. We got a serious board make-up problem at TransDigm

1. A CEO (Kevin Stein 13%), a former CEO who has been Chair for over two decades (Walter Howley 39%) and a lead independent director who has served for 15 years (Robert Small 5%)

2. On top of that, only two women: with no board leadership positions and thus a staggeringly low total influence of 4%. Gender gap of -16%.

3. REMEDIES:

1. To begin with, according to the companies own skills matrix, Robert Small is the least qualified person: a total of 5.75 points based on their assessment of expert/proficient/competent, compared to Howley and Michelle Santana’s 8 points. That and his complete lack of industry (he works at an equity investment firm) and is decade-plus board service: Small NO.

2. One CEO is enough: Howley NO. He’s busy, he’ll be fine. Here are his other board appointments according to the proxy:

1. Perimeter Solutions, SA

1. where current CEO Stein formerly served

2. And where Howley is co-Chair and has the most influence with 17%!

2. Cleveland Clinic

3. Cristo Rey Network

4. Drexel Education Fund

5. Howley Foundation, Chair

6. Rock and Roll Hall of Fame

7. Drexel University

8. St. Joseph Preparatory School

3. We’ve freed up 44% of influence: appoint two women with industry experience. Make one of them Chair.

DAMION:

That’s the Proxy Countdown for the week of February 24, 2025. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, and scandalous CEO pay ratios