Adobe’s succession vote, plus Paramount’s whistleblower, BP’s new CEO, AI’s proxy tilt

Trade Wire - BUY/SELLTOP STORIESproxy countdown_trade wire_2025 - Google Sheets: 44 Filings since March 31THE HEADLINESJeff Shell, president and board director at Paramount Skydance, is stepping down after allegations of SEC violationsShell came under scrutiny after gambler and whistleblower R.J. Cipriani filed a $150M lawsuit alleging Shell shared confidential information in violation of SEC rules.Shell previously left his role as NBCUniversal CEO in 2023 after he admitted to having an “inappropriate relationship” with an employee.The company said it did not find an SEC violation. Paramount added in a statement that the claims were “baseless” and said Shell is taking “forceful legal action.”His future at Paramount has been in question since the company beat Netflix  in a bidding war in February to acquire Warner Bros. Discovery The acquisition of WBD will bring in many new executives, and Shell, who was not involved in deal talks, didn’t have a defined role at a combined company, CNBC reported last month.Yesterday, a Separation Agreement was announced: Shell will be getting approximately $16M:$5M Cash Severance ($3.5M salary + $1.5M bonus)$11M Equity Acceleration (1,000,000 shares @ $10.95=$10.95M)12 months of COBRA benefits COBRA/Subsidies ~$30,000According to the agreement: “The Executive shall not issue a press statement announcing about the separation without the advance approval of the Company” and “Nothing contained in this Agreement shall be deemed or construed as an admission of wrongdoing or liability on the part of the Company or of the Executive”BP's new CEO Meg O'Neill began her stint on April 1st. She is BP's fourth CEO since 2020 and its first external hire for the role in more than a century. She is the first woman to lead a top-five oil major.Two OpenAI Execs Are Going on Medical LeaveThe company’s chief marketing officer Kate Rouch is reportedly stepping down to recover from cancer.And Fidji Simo, OpenAI’s CEO of artificial general intelligence development — and arguably one of the AI company’s most important cogs — is taking medical leave.“For my entire time here, I’ve postponed medical tests and new therapies to stay completely focused on the job and not miss a single day of work”DOWN TO 2FGlobal Net Leas: P. Sue Perrotty resigning (they also have a M. Therese Antone)Trade Desk:4 directors have left since March 19Kathryn Falberg: Resigned effective March 23, 2026Lise Buyer: Resigned effective April 3, 2026AppLovin: Alyssa Harvey Dawson resigningSTUPID MONEYBunge Global: special, one-time equity awards to NEOs: $13M total; $8M for CEO Gregory Heckman2 $3M golden parachutes at WhirlpoolJames Peters, formerly Chief Financial and Administrative Officer, Whirlpool AsiaAlessandro Perucchetti, formerly President, Whirlpool North AmericaBroadcom: New CFO Amie Thuener ($35.4M equity/$1M cash)Oracle: New CFO Hilary Maxson golden hello: $250K relocation costs; $26M equity (80% time-based).Ms. Maxson will be able to select the equity vehicle for the Equity Grant as either: (1) 100% stock options, or (2) 50% stock options and 50% restricted stock unitsCapital One Financial: special $2M equity award to Chief Enterprise Services Officer and Chief of Staff to the CEO Frank LaPrade: “in recognition of his contributions to completing the Transaction and his anticipated work relating to the integration of the Brex business with the Company”THE ODDITIESNatera: appointed Class I director Eric Rubin, with an initial term expiring at the 2028 AGMHUBSPOT: Ron Gill resigning in June, replacing him will be Mike Berry, appointed in April<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHProxy adviser ISS recommended a vote against the BP board for revoking  two resolutions from 2015 and 2019 requiring company-specific climate reporting which passed with near 100% support at the time.At the same time, Activist shareholder Follow This agreed with ISS and warned ‌of possible ⁠legal action after BP refused to put a separate shareholder resolution on the agenda of its April 23 AGMShah Capital is renewing its fight to revamp the leadership of Novavax, saying the current board has overseen a “destruction of shareholder value.”Shah Capital, which owns 9% of Novavax’s stock, will vote against the re-election of board nominees and vote NO on Executive Pay, but will not be starting a proxy fight because it will be in the minority “against an entrenched eight-member board.”But why is it entrenched exactly? Nine members: CEO John Jacobs (2023), Chair David Mott (2020), 7 total since 2020, and only 2 women to push around And lastly, New Analysis Finds AI Tilts Towards Shareholder Activists in Proxy VotingAI is currently more likely to support an activist's case for change than an incumbent Board and management team. On average the models recommended just 37% of votes for companies' entire director slates – substantially lower support than ISS and Glass Lewis, which have historically recommended all-management votes in the majority of contests, as well as actual election outcomes. <VOTE RESULTS BUMPER>VOTE RESULTS TABLE 4 meetings since 3/31/26: leagues 3 and 4 Companies with SHPs: 1Hewlett Packard Enterprise: Report on Discrimination in Charitable Support 0.83% yes Bowyer ResearchSay on Pay: 2  over 10% NO; 0 over 15%Hewlett Packard 26%Cooper Companies 10%Directors: 96% average YES: 0 directors over 10% NOHewlett Packard: 98% avg yes (CEO Neri 99.3% yes; Pay Comm Chair Carter 96% yes; 97% avg yes for all F comm): 26% no payUpcoming MeetingsApril 14 Moody's Corporation $82.4 BillionApril 14 BNY Mellon (The Bank of New York) $63.8 BillionApril 15 Adobe $215.3 BillionApril 16 Synopsys $85.9 BillionApril 16 Humana $17.4 BillionApril 16 PPG Industries $32.1 BillionApril 16 HP $30.2 BillionApril 17 The Boeing Company $110.6 Billion<THE BIG VOTE BUMPER>THE BIG VOTEADOBEAGM Date: April 15, 2026: Virtual2026 Proxy2025 Proxy2025 Voting results2024 Voting resultsGeneral ObservationsOwnershipInstitutional voting powerVanguard 10%BlackRock 9%Performance outliers:Overall: .629Dheeraj Pandey .463EBITDA .765Dheeraj Pandey .068Carbon .762David Ricks .410TSR .418Dheeraj Pandey .266Controversies .671David Ricks .282Board stuffCommitteesAudit (a)Executive Compensation (c)Governance & Sustainability (n)Skills (Non-Executive DIrectors)Economics and Accounting 22%Computer and Electronics 8%Communications and Media 5%Medicine and Dentistry 5%Technologist: Directors with expertise in software products, services, engineering or development, computer science, information technology, cybersecurity or technology research and development3/11 directors: lowest categoryAI Experience: Directors with experience leading AI transformation in companies.8/11 directors: Really??Calderoni: an accountant and CEO of a provider of global talent solutionsNarayenAdobe CEO to Step Down in Face of Investor Concerns Over AI: Shantanu Narayen’s planned departure comes at a moment when investors are scrutinizing Adobe’s AI positioning and questioning how well its subscription model will hold up against faster-moving generative AI competitorsAdobe stated the need for new leadership under AI growth as the reason for his departure.Oberg: CFO MarriottRicks: CEO of a pharmaceutical companyRosenweig: CEO of an online textbook rental companyGender Power Gap -9%CEO SuccessionNarayen will remain in the position until a successor has been appointed and will stay on as board chairmanWorking with Lead Director Calderoni on successorDecision was announced 2 weeks after proxy statement so nothing in proxy for shareholders to considerGovernance and Sustainability Committee: “if requested by the Board, assisting the Board in reviewing and assessing performance, management development and succession planning for our senior management, including our CEO”DIRECTORSCristiano Amon 55/2023/m c 7%CEO, QualcommOther Public Company Boards: QualcommVotes Against Last AGM: 3% noAmy Banse 66/2012/f Cn 11%Partner, Mosaic General PartnershipOther Public Company Boards: Lennar Corporation, On Holding AG, The Clorox Company (2016 to 2024)Votes Against Last AGM: 12% noMelanie Boulden 53/2020/f c 6%Former Chief Growth Officer, Tyson FoodsOther Public Company Boards: Cal-Maine FoodsVotes Against Last AGM: 3% noFrank Calderoni 68/2012/m N 11%Lead Director; Former CEO, Velocity GlobalOther Public Company Boards: Anaplan (Chair 2017 to 2022)Votes Against Last AGM: 11% noLaura Desmond 60/2012/f a 4%CEO, Smartly.ioOther Public Company Boards: DoubleVerify Holdings Inc., Capgemini SE (2019 to 2020)Votes Against Last AGM: 5%Shantanu Narayen 62/2007/m 28% noChair/CEOOther Public Company Boards: Pfizer Inc. (Lead Independent Director) Votes Against Last AGM: 11% noSpencer Neumann 56/2022/m a 4%CFO, NetflixOther Public Company Boards: NoneVotes Against Last AGM: 2% noKathleen Oberg 65/2019/f An 6%Former CFO, Marriott InternationalOther Public Company Boards: NoneVotes Against Last AGM: 3% noDheeraj Pandey 50/2019/m a 2%Chair/CEO, DevRevOther Public Company Boards: Nutanix (Chair 2009 to 2020)Votes Against Last AGM: 2% noDavid Ricks 58/2018/m c 12%Chair/CEO, Eli LillyOther Public Company Boards: Eli Lilly (Chair)Votes Against Last AGM: 3% noDaniel Rosensweig 64/2009/m n 9%CEO/Co-Chair, CheggOther Public Company Boards: Chegg, Inc. (Co-Chair), Rent the Runway Inc.Votes Against Last AGM: 7% noSAY ON PAY21% NO 2025Net New Salesas a Percentage of Target for Fiscal Year 2024: 120% and Above = 200% of target sharesas a Percentage of Target for Fiscal Year 2025: 112.3% and Above = 200% of target sharesEquity Awards Granted by the Committee2024: $40.5M for CEO ($92M for all NEOs)2025: $45.5M for CEO ($104.5M for all NEOs)CEO: security services $880,354; personal use of our corporate jet $255,119; CEO Pay Ratio 217:1SHPGolden ParachutesJohn R. Chevedden 47% YES in 2025Board MatrixComptroller of the City of New York: New York City Employees’ Retirement System, the New York City Teachers’ Retirement system and the New York City Police Pension FundCivil Liberties in Digital ServicesAmerican Conservative Values ETF (“for ideologically Conservative investors” which translates into 3 creepy older white dudes)Boycott 57 companies (including Apple, Disney and Target)Stand Against Woke Liberal Investments: We’re taking decisive action against the liberal agenda infiltrating our financial world.It’s time to combat:Big Tech and Banking elites silencing conservative voicesCorporate “woke-ism” masquerading as social responsibility (DEI, Net-Zero)Media companies spewing liberal propagandaCEOs pushing their political agendas and bankrolling socialist causesAttacks on our right to express religious beliefsAssaults on our constitutional right to bear armsThe blatant disregard for the sanctity of human lifeNO CRITERIA LISTED: “We avoid companies that promote liberal causes or alienate conservative customers and employees. Our process is qualitative and evaluates a company’s long-term reputation, business practices, and how it compares to peers in its industry”Retirement Plan Climate RiskAs You SowNew segment called ON THE CLOCKI set a timer for 30 minutes to pull through all Free Float data and come up what I would want on this board. Set myself up for game time - making a voting decision.ON THE CLOCK:Free Float stat sheet:DemoAverage birth year: Lyndon Johnson (1967)Average 74% demographic similarity between board membersAverage tenure = 10 years, 5 directors >10 years, Rosensweig at 17 to Narayen’s 18Power:Max influence: CEO Shantanu Narayen (28%)Daniel Rosensweig (11%) and Frank Calderoni (10%) are on deck36% women, -9% gender power gapBrains82% advanced degree/elite school directorsOnly 8% director merit - mostly fails on performance, you get a lot of interconnected CEOs instead12% experience overlaps Friends82% connected directors (ranks in top 10 for ALL IT sector companies in US/CA/AU/GB)6% have direct connection in common overlapsBehaviorsRanked as atypical overpayer of the CEO - compared to all other large cap IT companies, Adobe’s summary, realized, realized:summary ratio, ceo pay ratio together were near the top (overpay) and abnormal relative to performance (atypical)Performance3 directors of 11 in the last 3yr rank above average on CEO pay ratio batting average - they like paying CEOs3 yr TSR batting average was abysmal (highest .311, average was .241 - below the bottom quartile)CAREER TSR batting average average .369, with three directors below .300 (Melanie Boulden, Dheeraj Pandey, Spencer Neumann)Gaps:EBITDA batting average across every director tenure just at Adobe averages .872 - during every director’s tenure at Adobe, they’re producing earnings nearly in the top 10% of peers - but TSR batting average at Adobe across tenures average .296GAP 1: THEY DON’T GET PAID FOR THEIR EARNINGSMarketing gap?  Is the market improperly valuing Adobe?  Worried about wrong things?They’ve done this while averaging .761 on controversies at Adobe - meaning earnings without controversies, so market isn’t punishing them for bad behavior, just not valuing the sustainability or long term narrative of the earningsAlso explains the high CEO pay - the pay narrative is structured around TSR (market performance), but the company is paying him for earnings - is it actually high?  Or do they just have a massive narrative gap?There are FIVE directors tagged as having marketing/communications knowledge in their backgrounds: Rosensweig, Narayen, Ricks, Boulden, DesmondAre they being underutilized?  Or are they just bad at it?All tagged as having knowledge from education - degree attainment, schooling - NONE from industryOne of the knowledge types we tag is Design - despite being a design software firm that helps creatives, only the CEO Shantanu Narayen was tagged with design knowledge - in fact, the skills matrix for directors DOESN’T EVEN INCLUDE A SKILL RELEVANT TO THE USE OF THE PRODUCTS (leadership x2, business dev, AI, ops, finance, legal, sales, technologist, board service)GAP 2: KNOWLEDGE CONSOLIDATED WITH CEOIger corollary: when the CEO is the ONLY one on the board with direct knowledge of how to use or create the product, the information asymmetry between board and executive is wide enough to preclude dissentBecomes a big problem when the CEO needs to be replaced…Team resume reads like a big tech minor league team:Amon: Qualcomm (baby semiconductor chips)Banse: The online strategy for Comcast (they have an online strategy?)Boulden: Tyson Foods “ecommerce portfolio” (isn’t that called “sell stuff via Stop and Shop?)Calderoni: Velocity Global and Anaplan (“talent solutions”), and prior, Red Hat (open source tech!), background in SanDisk (flash disk storage!), Cisco (piping the internet!), QLogic (network storage!)Desmond: Eagle Vista Partners, Providence Equity Partners - the G league of VC/PE?Neumann: CFO of Netflix who was Blizzard’s CFO, was Disney CFO, ALSO from Providence Equity Partners (connection alert)Kathleen “Leeny” Oberg: Already, “Leeny” is the lame equivalent of the better Kathleen nickname “Kath” or “Kat” - CFO Ritz Carlton, CFO Marriott - hotel IR and CFO and creative design?Pandey: CEO of DevRev (says AI in bio), co-founded Nutanix (cloud computing, data centers), ex Teradata, OracleRicks: marketing at Eli Lily, now CEO of Eli Lily, always at Eli LilyRosensweig: Chegg (online textbook RENTALS), RedOctane (part of Activision, which owned Blizzard - connection alert), Yahoo, CNET, and Ziff-Davis for 18 years (ZDNet)GAME TIMENews roundupAdobe’s CFO is using AI to answer 300,000 emails, cut contract review in half — and make sure finance never slows the company downDan DurnAI Now Causing CEOs to Resign in FearCoca-Cola, Walmart, and Adobe CEO shakeups have one thing in common: AIStory of the Vote: CEO SuccessionNarayen stepping down after two decades, stock slumped since 2023, blames AI for the leaveHasn’t left, has stated he WILL leave when a successor is foundHint: NO SUCCESSION PLAN - nom committee:Calderoni is nom chair and his background IS TALENT MANAGEMENTFundamental failure - either the guy with the ability to find talent was blindsided by the announcement and thought he had more time, or he sucks at actually managing talentIt has to be the latter BECAUSE HE’S ALSO LEAD INDEPENDENT DIRECTOR - this is entirely his jobAlready an instant vote against - no company should be floundering to find a CEO when the LID is a talent management professional with a 61 year old CEO with an 18 year tenure who you’ve overlapped with for 13 yearsRosensweig is nom member - 17 year tenure and he wasn’t prepared???Banse is nom member - 13 year tenure“Leeny” is nom member - 7 year tenureBoard is run by top bros: Narayen, Calderoni, Rosensweig - 49% influence between the threeGame vote:This is easy: fire the man without the plan, in this case vote against CalderoniSecond target: Rosensweig, because they need change in a new era Rosensweig also on the nom committee with no plan after 17 year tenure - too close to NarayenNeed a refresh from OG internet backgroundsYahoo? Chegg?  Teradata? Red Hat?  What are we doing exactly with directors sitting around for 13+ years from a totally different world of internet?Open spots for some big players who can hype the companyKnow your market - creative people are STICKY, they find what works for their process and use it, which is why earnings stay high even if TSR sucks (markets aren’t creative)Creativity is also YOUNG - ditch members who can’t see past the last two decadesNeeds list:Bring in a ringer - you ever see an oil company that doesn’t have oil executives in the supply chain on the board?  Why at a design software company is there no creative at all?  No one available?  No users?  Didn’t Shaq just get a board seat?  Adobe needs a real playerAn innovation assisting company with no innovators on the board?Trades?:Baiju Bhatt - design background, ex CEO of Robinhood, founder of Aetherflux (space solar) - is that guy employing hundreds of people using Adobe design software?Bing Gordon - Take Two Interactive board, if you’re wed to the OG internet, he has all that credibility, PLUS he he’s chair of game design at UCLA, sat on Amazon’s board, and is on Duolingo’s boardBarbara Bradley Baekgaard - old at 87, but a designer on Vera Bradley board - maybe she knows someone, but fashion is an EXCELLENT place to hit a director here.  They use Illustrator and other tools, constant innovation, has to know P&L, creatives, but big business and probably natural marketersChris Kemp - Astra founder (space tech), design/engineering/computer background, worked at NASA, deep cloud computing, coder - if you can get him, isn’t this exactly the kind of person you want?Pay:Heavy reliance on revenue/earnings based share pay, TSR sucksFun note - when a company sucks at TSR, their market cap goes down relative to peers.  When pay committees set peer groups, they set it using revenue and market cap.  In this case, Adobe has sucked at TSR, so the pay committee made it possible for Adobe to be more of the MEDIAN than the worst: “In August 2025, to strategically balance larger key talent competitors, the Committee approved adding three smaller companies to the fiscal year 2026 peer group, Expedia Group, Inc., Snowflake Inc. and Uber Technologies, Inc. to position Adobe closer to the median of its peer group on the basis of revenue and market capitalization.”It’s easier to hit your revenue threshold when you include smaller companies because your TSR sucksNarayen at $51.2m for 2025, $52.4m in 2024… but 2025 realized pay was nearly $10m less than reported - when TSR sucks, your stock options are worth less than when they were granted, so his “real” pay ~$10m lessEven with that, Narayen STILL IN THE 84TH PERCENTILE of pay for US large cap companiesSHPs (yes, there are some):Last update in mid March?  In December, Adobe excluded:Jing Zhao - classicist asking for limiting CEO pay ratioChevedden - 2.99x golden parachute limitAlways vote with CheveddenNYCERS - disclose gender and race/ethnicityWhile I agree, NYCERS wants it in the skills table, which is dumb, it’s not a skill.Ridgeline Research/American Conservative Values - “promote religious liberties”, with no evidence they’ve actually not?There’s a reason these get ~1% of the vote - unlike the “woke” proposals which are copy pasted, this doesn’t even apply to Adobe.  Adobe doesn’t police content at all, doesn’t promote (or demote) any particular liberty… I think they’ve never seen an Adobe productAs You Sow - GHG in retirement plansTemplated, but is this an Adobe problem?Employees auto enrolled, contributions invested in Vanguard account using Vanguard Target Retirement TrustTarget dates - no ESG data used, simple index optimized by date so 2050 fund for instance has nothing about the fact that assets will be underwaterRun by Michael Roach, central casting non investment banking finance guy, been at Vanguard for 27 years, Walt Nejman (who’s LinkedIn photo is him at his desk with Bloomberg terminal up) at Vanguard 20 years, Aurelie Denis at Vanguard 9 years, younger than the dudes, who was written up for her husband’s over the top proposalRoger Aliaga-Diaz, chief economist at Vanguard, gets name plate but likely doesn’t do much directly, economics all daySo As You Sow not wrong - but this is employees battle to fight, right?  Not shareholders?  How does this affect shareholders?  These aren’t defined benefit plans, it’s defined contribution.FINAL VOTENO on CalderoniNO on RosensweigNO on pay - you can’t pay a guy the 84th percentile of realized pay for 28th percentile TSR AND have the pay committee change the peer group to make it less obvious how bad the TSR is, no matter how great the earnings and revenue growth areYES on CheveddanNO on all other SHPs