QUIZ: The shirt proxy vote at O’Reilly’s, Alex Karp’s elite board, Crowdstrike’s equity award, Target’s CEO search

CASEY'S GENERAL STORES, INC. At last year’s annual meeting in August, shareholders were asked YES or NO on CEO Darren Robelez’s pay plan. To help them make a decision on the pay practices they had information like the ratio of the annual total compensation of Casey’s General Stores CEO to that of its median employee for the 2024 fiscal year, commonly known as the CEO Pay Ratio. Let’s begin the quiz there: According to the company’s SEC filing, at what point in the fiscal year 2024 did CEO Darren earn the compensation of his company’s median employee? 12:35:33 PM on January 1st, the first day of the work year, meaning his pay CEO pay ratio was 579:1 Additionally, the CEO’s target equity award was $6.7M. In the worst case scenario where every single peer company outperformed Casey’s General Stores in terms of total shareholder return, how much equity could the CEO receive? $5,025,000, reflecting a TSR Modifier of -25%. Accordingly, based in part on the information you have just learned, what percentage of Casey’s shareholders voted against his pay practices? 2% Bonus question: According to the company’s 2025 SEC filing, at what point in the fiscal year 2025 did CEO Darren earn the compensation of his company’s median employee? Remember, it was 12:35:33 PM on January 1st, the first day of the work year. 12:32:05 PM on January 1st, the first day of the work year: 3 minutes and 28 seconds earlier. AGM: 9/3/2025 589:1 CEO pay ratio CEO Darren Robelez 98% YES Pay committee: *Former BJ’s Restaurants CEO Gregory Trojan, Oobli CEO Allison Wing 2024 AGM 99.1% YES average 33% Influence CEO/Chair: 20% YES SHP independent board chair policy -13% gender influence gap: Darren M. Rebelez (33%) & Gregory A. Trojan (14%) CROWDSTRIKE HOLDINGS, INC. A recent Fortune article called Laying off workers because of AI is more of a fashionable excuse than a real business imperative cites CrowdStrike CEO George Kurtz linking 5% job cuts to the cybersecurity company’s need to double down on AI investments to “accelerate execution and efficiency.” Kurtz said: “AI flattens our hiring curve, and helps us innovate from idea to product faster.” First question, are CrowdStrike shareholders also given the privilege to “accelerate execution and efficiency”? How many total years does it take for a CrowdStrike investor to vote on all nine board members? 3 years, classified board. This is important because clearly shareholders were not completely pleased this year: 34% said NO Pay Committee Chair Cary Davis while 38% said NO to Nomination Committee chair Laura Schumacher 2% NO CEO Kurtz Considering the board influence of Founder/CEO/Director and third largest shareholder George Kurtz, investors would typically be best served with a board provides an effective counterbalance to his control. Of the board’s eight independent directors, what percentage has served for at least a decade alongside Kurtz? Four directors, or half. Again, to counteract his control, investors should expect regular board refreshment. How many new directors have joined the board in the last 5 years? One, Johanna Flower, the only director who sits on zero board committees. She joined the board in January 2023 Kurtz already owns $2.7B of Crowdstrike shares. What percentage of his annual pay consists of equity? 90%, with a target equity award of $35M. Finally, CrowdStrike’s infamous 2024 software update is commonly described as what? The largest outage in the history of information technology. In 2024, CrowdStrike released a software update that disrupted millions of Microsoft Windows systems around the world A faulty update to its Falcon sensor platform led to the "Blue Screen of Death" on millions of machines, bringing critical operations to a standstill across numerous sectors. The immediate and most visible impact was the widespread and severe disruption to the global economy. The financial toll is estimated to be in the billions of dollars. Key sectors affected include: Aviation: Major airlines like Delta, United, and American Airlines grounded thousands of flights, disrupting travel for millions and costing airlines hundreds of millions of dollars. Healthcare: Access to electronic health records was hindered, leading to the cancellation of surgeries and appointments. This disruption posed a direct risk to patient care and safety. Financial Services: Banks and financial institutions faced outages that affected everything from ATM services to online banking and stock trading. This not only resulted in financial losses but also eroded consumer confidence. Government and Emergency Services: The outage impacted various government agencies and even emergency services in some areas, highlighting a significant threat to public safety and national security. For Mr. Kurtz, the amount for fiscal 2025 also includes approximately (i) $104,279 for costs related to personal security for Mr. Kurtz and his family at his residences and (ii) $898,426 for costs related to personal usage of private aircraft. As part of our sales and marketing activities, we sponsor a CrowdStrike-branded professional racing car, which Mr. Kurtz drives in some races at no incremental cost to us and in lieu of us hiring a professional driver. As we do not pay any amounts to Mr. Kurtz under these arrangements, it is not reflected in the above table. No vote on pay TARGET CORPORATION Target foot traffic is still suffering 6 months post-boycott. An industry veteran says the retailer’s problems are bigger than curtailing DEI Target Boycott Leader Jamal Bryant Is Arriving on CEOs’ Radar Screens Inside Target, Frustrated Employees and Search for New CEO This article from the WSJ says: Many Target shoppers are frustrated with the retailer. Many Target employees are too. In early June, a companywide survey showed that roughly half of Target’s employees didn’t think the company was making the changes necessary to compete effectively. About 40% of the roughly 260,000 staffers who replied said they didn’t have confidence in the company’s future. The scores—which declined from a year ago—were even lower for those staffers at Target’s headquarters in Minneapolis. The worker sentiment data reflects the challenges ahead for the company as it prepares to navigate a leadership change and turn around 10 quarters of flat or falling sales in an increasingly complex consumer environment. Based on what I just told you, TRUE or FALSE on this next headline from Fortune? Is this real or am I making it up? Target’s CEO succession tilts toward an insider and company lifer True. The leading contender appears to be: Michael Fiddelke is executive vice president and chief operating officer for Target and a member of its leadership team. Since joining Target in 2003 as an intern, Michael has held a variety of leadership positions across the organization, including finance, merchandising, human resources and operations. He most recently served as Target’s chief financial officer. In addition to his Target responsibilities, Michael serves on the board of Shipt, Target’s wholly-owned subsidiary. Compensation & Human Capital Management Committee: “Management development and succession planning. Senior management development, evaluation, and succession planning, including CEO succession planning.” Ms. Lozano (Chair)Mr. BakerMr. BarrettMr. KnaussMs. Leahy CORECIVIC, INC. -17% gender influence gap: Robert J. Dennis 17%: retiring CEO Damon T. Hininger 17% (2009-) On February 15, 2024, in recognition of the substantial contributions made by our Chief Executive Officer, Mr. Hininger, to the Company, and to encourage retention of Mr. Hininger for a multi-year period, our Compensation Committee, determined to provide a Special One-Time Award to Mr. Hininger. This award consisted of 70,225 performance-based RSUs at a fair market value of $14.24 per share, the approximate equivalent of $1,000,000 at the time of award. The Compensation Committee believes this Special One-Time Award is designed to incentivize Mr. Hininger’s performance and retain him for a multi-year period. On August 18, 2025, CoreCivic, Inc., a Maryland corporation (the “Company”) announced that Damon T. Hininger, the Company’s Chief Executive Officer (“CEO”), will step down as CEO and resign from his position on the Company’s Board of Directors (the “Board”), effective as of January 1, 2026 (the “Transition Date”). Patrick Swindle, who currently serves as the Company’s President and Chief Operating Officer, will assume the role of CEO of the Company, effective as of the Transition Date, and will continue serving as the President of the Company. Additionally, the Board will appoint Mr. Swindle to the Board to fill the vacancy created by Mr. Hininger’s resignation as of the Transition Date. Chair Mark A. Emkes 17% (2014-) John R. Prann 13% (2000-) Thurgood Marshall 12% (2002-) Devin I Murphy 9% 2025 AGM: 99% YES director average; 97% YES PAY Short-term pay: if NONE of four strategic goals achieved CEO still receives 80% of bonus Long-term: If Lowest quartile TSR results is only 20% reduction of long-term awards: “If the Company’s absolute TSR for the performance period is less than zero, the rTSR modifier shall not exceed 1.0x for the performance period” WHO DO YOU BLAME FOR PAYING A MULTI YEAR “RETENTION BONUS” WHO QUITS AFTER ONE YEAR? Pay committee included Dennis*, Emkes (17%, 11 yrs), Prann (13%, 25 yrs) Donald Trump - after donating to Trump, his immigration orders have swelled the amount of work Hininger has to do and he burnt out with excitement The zero female board leadership - there was no mom to say it was a bad idea The amount of the award - $1m in 2025?? The stock is up 45% thanks to our prison state, and even with the massive stock bump, the award is still worth less than $2m… it’s an insult, not an award The prisoners who keep claiming the prisons are dangerous - there have been more than 120 reports and exposes in the last 10 years alone that found Corecivic were complicit in family separations, deaths, cancelled contracts due to conditions in the prisons, and other human rights violations O'Reilly Automotive, Inc. Vote discount for wearing the uniform: First appearance in the proxy of the uniform shirts were actually ORANGE shirts in 2021, blue shirt introduced in 2024 proxy Since 2021, directors who wear the uniform average 92.9% votes for, while directors not wearing shirts average 96.8% for WHO DO WE BLAME FOR THE UNIFORM DISCOUNT? Old timers - average start year for a uniform wearer is 1998, and for a non-exec 2006. Average start year for a non-uniform wearer is 2021. The color orange - the orange shirt wearers average 90.4% votes for, while blue got 92.6% for Having a third of the board be executives - O’Reilly is a single class stock where the O’Reilly family owns less than 5% (all execs own less than 3% collectively), and yet somehow investors think there should be no less than 3 executive directors at any time - who are entirely responsible for wearing uniforms in proxy photos The shirts themselves - we have TWO case studies of directors who switched from no shirt to shirt - Maria Sastre (2023 to 2024 forward) and Andrea Weiss (2023 to 2024 before she quit, probably in protest of being forced to wear a shirt). In BOTH cases, votes for dropped by an average of 2% Lead “Independent” Director Tom Hendrickson who has been on the board for 15 years, was CFO at a number of sports retail store companies, and lists “technology” as one his core skills (because all 70 year old retired CPAs advising auto parts companies for $347,836 in summary comp have tech experience) Bonus prediction: In 2025, ALL DIRECTORS have been forced to wear the shirt, but now they have a variety of O’Reilly shirts - which director will get the lowest votes now? Blue shirt Pink shirt Plaid shirt Green shirt Cream shirt PALANTIR TECHNOLOGIES INC. Palantir CEO Alex Karp takes a shot at elite colleges and says the company offers 'a new credential independent of class' Palantir CEO says working at his $430 billion software company is better than a degree from Harvard or Yale: ‘No one cares about the other stuff’ WHICH ELITE IS TO BLAME FOR KARP’S HATE FOR ELITES: Board member and VC bro Alex Moore, who got his BA in Econ from Stanford Board member and journalist Alexandra Schiff who get her BA in English from Duke Board member and co founder Stephen Cohen who got his BS in CompSci from Stanford Board member, troll, and insecure VC Peter Thiel who got his BA in Philosophy from Stanford and a JD from Stanford Law Board member and consultant Lauren Stat who got a dual degree in Science and Math from Stanford Board member and VC bro Eric Woersching who got a BS and Masters in Electrical Engineering from Stanford Stanford VISA INC. Mark Cuban calls for higher tax on companies buying back their own shares Visa bought back $13.4bn from Oct 2024 to June 2025 $4.0bn from Oct to Dec (Sep 30 close: 274.95) $4.8bn from Jan to March (Dec 31 close: 316.04) $4.6bn from April to June (March 31 close: 350.46) June 30 close: 355.05 WHO’S TO BLAME: As of Dec proxy, CEO Ryan McInerney owns 822,155 shares worth $259,833,866 - if buyback boost the investor return, and McInerney made a cool $28m in part by boosting the stock. Board Chair John Lundgren, been on the board 7 years and took over as chair after Executive Chair Al Kelly stepped down (but Kelly left with 589,890 shares) Francisco Fernandez-Carbajal, the director with the most shares at 31,599 who’s been on the board for 17 years and is on the Comp and Finance committees