Anointed director at American Express, plus why caving to Robby Starbuck is bad for business at Harley Davidson

PROXY COUNTDOWN SCRIPT<THEME MUSIC>This is Proxy Countdown. Welcome to the big show for the week of April 21, 2025 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:Two new sycophants join Mark Zuckerberg’s expanding board of croniesA whacky 8-k filing fight at a weed companyA proxy fight at Harley Davidson hides the good stuff in a redacted resignation letterMuch ado about nothing at large cap annual meeting votesAnd on The Big Vote, Matt gives an early summary of the 2025 proxy season.<TRADE WIRE BUMPER>Trade Wire - BUY/SELLTop Stories:Meta Platforms now has 15 directors: one dictator and 14 listeners.The new directors are Stripe CEO Patrick Collison and Dina Powell McCormick, the former Deputy National Security Advisor to Donald Trump during his first term. Dina is married to Republican Senator Dave McCormick, the former CEO of Bridgewater Associates, one of the world's largest hedge funds.CEO Gavin D.K. Hattersley is stepping down at Molson Coors Beverage Company. The other Named Executive Officers will receive over $6M in retention equity awards NOT to quit, CFO Tracey Joubert will get $4M.Raghib Hussain, President, Products and Technologies of Marvell Technology, is stepping down. But don’t worry: “Marvell has a thoughtful succession planning process and deep bench of talent [and] has activated a plan to ensure Mr. Hussain’s responsibilities are seamlessly transitioned on or before his departure date.”You have until May 2nd, Marvell, get busy.In three moves that don’t really change the dynamic in their respective boardrooms: Joseph Creed is the new CEO at Caterpillar but former CEO Jim Umpleby will stay on as Executive ChairNetflix founder Reed Hastings will transition from Executive Chair to non-executive ChairAnd at Warner Bros. Discovery, John Malone will transition as a director to Chair Emeritus, meaning he will continue to regularly attend Board meetings and will not vote on Board matters but will tell other directors how to vote with a mean stare.The majority shareholder of the THC Therapeutics voted to remove Founder, CEO, and Chair Brandon Romanek from the Board of Directors. Further, on that same day, the remaining Board of Directors removed Mr. Romanek from any and all positions held at the Company.According to a subsequent filing, the Company requested that Brandon write a letter stating whether or not he agreed with the filing of the termination. Brandon’s response:Hi Scott [Scott Cox, the new CEO]Here is my response.  Amend the 8-K  “My termination is invalid as you did not follow proper procedure according to THC Therapeutics bylaws” Brandon Romanek <PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHHarley-Davidson ​is fighting a proxy battle initiated by H Partners, its second-largest shareholder, which holds a 9.1% stake in the company.The investment firm “believe[s] CEO and Chairman Jochen Zeitz (2007, 30%), Lead Director Norman Thomas Linebarger (2008, 13%), and long-tenured director Sara Levinson (1996, 20%) “should be held accountable for the destruction of shareholder value."While Zeitz is already making plans to step down, H Partners wants him to go immediately while Zeitz hopes to remain until a successor is in place.The battle began in early April when Jared Dourdeville, a representative from H Partners, resigned from Harley's board, expressing "grave concerns" about the company's direction and leadership. He criticized the board for failing to address declining sales and cultural issues within the company, saying among other things that Harley had “cultural depletion” because of its work-from-home policies. Dourdeville also vaguely referenced Robbie Starbuck’s anti-woke campaign against the company, referring to the company’s response to this incident as “grossly mismanaged.” But since the bulk of his opinion was redacted we can only assume he was upset that Harley-Davidson dropped its DEI policies in response to a hateful moron. But even that we’re not entirely convinced of.While H Partners is not nominating its own slate of contending directors, instead opting for a withhold the vote campaign to oust its 3 targeted directors, there has been a bit of confusion about Harley’s bylaws which have been described in articles covering the battle as “stipulat[ing] that directors who win less than 50% of votes in an election must tender their resignations.”But this is not the whole story: in fact, while the directors must initially tender their resignations, “the reviewing Directors shall accept a tendered resignation unless they determine that there is a compelling reason or reasons to not accept the resignation.”In this case, the directors would only be removed if they “fail to be re-elected at the next election of Directors” at which point their tendered resignation can not be rejected by the remaining directors.Warner Bros. Discovery is expanding its board following pressure from activist shareholder Sessa Capital by adding Anton Levy, who recently stepped down as co-president of private-equity firm General Atlantic.Parkland Corporation and its biggest shareholder, 20% holder Simpson Oil Ltd, have each proposed competing board slates as their dispute heats up ahead of the company’s annual meeting next month.Parkland‘s long-serving CEO Bob Espey says he will step down in a bid to resolve the cage match.Phillips 66 is telling shareholders that activist investor Elliott Investment Management, which wants to break up Phillips and is nominating four of its own directors to the Phillips 66 board, has a conflict of interest because Elliott is also pursuing an acquisition of Citgo, a direct competitor of Phillips 66.Hewlett Packard Enterprise’s board is expected to meet in coming days to discuss whether to replace CEO Antonio Neri, a Hewlett Packard lifer who has run the company since 2018, following a proposal from activist investor Elliott Management to get rid of Neri. <VOTE RESULTS BUMPER>VOTE RESULTS TABLE Here are the highlights from annual meetings (25) over the past 3 weeks:The Mehs:M&T Bank Corporation: mehMoody’s Corporation: mehEQT Corporation: mehDow Inc.: mehHumana: mehThe Cooper Companies: mehOwens Corning: mehSchlumberger Limited: mehBank of New York Mellon Corp: mehCenterpoint Energy: mehCarnival: mehFifth Third Bancorp: mehHuntington Bancshares: mehWhirlpool: mehThe Sherwin-Williams Company: mehThe John CheveddensConcentrix: SHP to give shareholders the ability to call for a special shareholder meeting; John Chevedden; 39% YESHewlett Packard Enterprise: SHP: "Transparency in Lobbying" John Chevedden: 22% YESLennar Corporation: SHP1: Independent Board Chairman; John Chevedden; 21% YESRegions Financial Corporation: SHP John Chevedden Simple Majority Vote; no board recommendation; 93% YESSynopsys: SHP; John Chevedden; Shareholder Ratification of Golden Parachutes; 38% YESTexas Instruments: SHP to permit a combined 10% of stockholders to call a special meeting; John Chevedden; 43% YESDirector votes that barely matter, other than to meA. O. Corporation: Michael M. Larsen (1 of 3 common stock directors/6 Class A directors) 60% NO: AC chair “Directors are elected by a plurality of the votes cast. This means that the nominees who receive the greatest number of votes cast are elected as directors”Lennar Corporation: Jeffrey Sonnenfeld 24% NO Nominating Chair; served for 20 yearsSHP1: Independent Board Chairman; John Chevedden; 21% YESco-CEO; one of whom is Exec Chair; LD served since 2015, replacing LD who served since 1997: this is sham governanceThe normal investor disconnect:Carrier Global Corporation: 15% NO on pay; 4% NO Compensation Committee chairThe normal investor apathy:HP: Average director YES over 99%, despite lackluster stock performance<THE BIG VOTE BUMPER>THE BIG VOTE PICKSMATTWhy you should track individuals, not just companies:Michael AngelakisRoles:Currently on boards of Bowlero, Clarivate, Exxon, and TriNetOn private boards of Arcis Golf, Orogen, V SportsIs the CEO/Chair of Atairos, and “investment partner” (holding company) No joke, here are the other tenants at the address:Sandi King Personal TrainerSynergy Sports MassagePJ Mac Pest ControlCompany “partners” include Arcis Golf, Clarivate, Orogen, Trinet - all places he is on the boardAdvisor to Executive Committee at Comcast, where he was CFOWorked in PE/VC in Media, was CEO of State Cable TV CorpLongtime media investorData:Highest influence at Trinet (56%), otherwise in the 8% rangeCommittee heavy driver of influenceOn 7 boards in our database, 4 current7 year career batting: .391 TSR, .470 EBITDA, .680 controversies, .804 carbonCore knowledge: Administration, Econ, MathSits on board of HR, Industrial research, energy, and a bowling alley548 loops where he’s involved - that’s a LOT, hugely connected31% of his loops include Ursula Burns, a member of Exxon board138 are Ken Chenault124 are Ronald WilliamsCompany loops: AmEx at 559!! Appearances in loops, Partnership for New York at 80, J&J, IBM, Exxon, Boeing, Xerox… all massive blue chip mature US insular companiesProblems:Part of the Exxon board that sued a shareholder for a shareholder proposal they didn’t likeExxon mired in longstanding controversiesPart of Bowlero board under investigation in class action for age discriminationBlatantly fired workers as soon as they hit fifties/sixties and replace with youngerArcis Golf facing class action for data breach of 10,000 employeesInvestor class action at Clarivate settledComcast mired in controversies during his tenure, largely customer service issuesJust appointed to the board of American ExpressNOT INDEPENDENTHis biggest connector point is AmExAdded immediately to audit, nom committees - will be adding friends?NO ADDITIONALITYJoins a board with duplicative experienceMultiple CFOs/finance backgrounds, more tech with others, even has Ted Leonsis on the board who did media/sportsMost of the board MORE qualified than he is on paper - come from bigger companies in high profile rolesONGOING GOVERNANCE ISSUES NOT A CORE STRENGTHAmerican Express to pay $230 million over 'deceitful marketing campaign'LOW PERFORMANCEHis performance from other boards would make him second lowest for TSR on AmEx, middle of the pack on othersASK WHY, ASSHOLEUse Jeff Skilling’s incredibly famous gaffe as a baseline question - ask why is he here?  What does he add?  What do you get?VOTE NO on performance grounds - and follow appointmentsDAMIONApril 29IBM $217BAnti-woke SHP Requesting a Report on Hiring/​Recruitment Discrimination; The Heritage Foundation; including this soulless and unchristian quote: “A recent Gallup poll found that only 38% of Americans want businesses to take a stance on current events.” These assholes should be ashamed of themselvesCEO Pay Ratio 518:1 CEO/Chair Arvind Krishna3 of 13 women with no leadership; this board can bite meStopped DEI a few weeks ago: Employees were told of the changes earlier this week, in a memo that cited “inherent tensions in practicing inclusion.”Discussed changes with a-hole Robbie StarbuckAmerican Express $169BSHP Revisit DEI Goals in Executive Pay Incentives; National Legal and Policy CenterSHP Respect Civil Liberties in Advertising Services; Bowyer ResearchCEO/Chair Stephen J. Squeri 615:1 Pay RatioChair of the Compensation Committee is Lynn Pike: “Ms. Pike brings extensive payments and financial industry experience to our Board and has served as the Chair of the Board of American Express National Bank, our U.S. banking subsidiary, since 2019, including as co-Chair with Mr. Squeri from 2021 to 2022. Ms. Pike joined the board of American Express National Bank in 2013 and is a member of American Express National Bank’s Audit Committee and Risk and Compliance Committee.”Citigroup $117BCEO Jane Fraser Pay Ratio 444:1Anti-woke SHP attacking pro-climate policies from National Center for Public Policy ResearchWoke SHP from the Sisters on Indigenous Peoples’ rights Wells Fargo $208BCharles Scharf CEO pay Ratio 378:1Ron Sargen Pay Committee Chair: former CEO at Staples/current interim CEO Kroger-20% gender influence gap; no key board leadership positions4 woke SHPsApril 30Trump Media $5BMGMT Proposal: Reincorporation from the State of Delaware to the State of FloridaCoca-Cola $311BCEO/Chair James Quincey Pay Ratio 1980:1; just get rid of the whole boardSHP Regarding Creation of an Improper Influence Board Committee; National Center for Public Policy ResearchShareholders request that the Board of Directors create a board-level Improper Influence Committee to assess the extent to which the Company’s decision-making has been improperly influenced, contrary to best practices, by the non-pecuniary policy preferences of directors, executives, or money managers with their own custodial obligations. The Company should issue a public report on the committee’s findings by the end of 2025.“the Company remains committed to DEI despite the fact that recent events have made clear that corporate DEI programs are so anti-American in their neo-racist and neo-Marxist attempts to distribute benefits and impose costs on employees and others on the basis of race that all it takes is for one man with a large following to simply expose a corporation’s DEI program to the public for that company to lose tens of billions of dollars in market cap when its customers boycott in revulsion”SHP Regarding DEI Goals in Executive Pay; National Legal and Policy CenterSHP Regarding a Report on Civil Liberties in Advertising Services; Bowyer ResearchMay 1Boston Scientific $138BCEO/Chair Michael F. Mahoney Pay Ratio 369 to 1Edward J. Ludwig LD since 2016 (director since 2014); CEO also chair since 2016-15% gender influence gap (47% for top 2)DAMION:That’s the Proxy Countdown for the week of April 21, 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<OUTRO THEME>