Vote with data top list, plus equity awards, ballooning pay, and activists like dudes

Trade Wire - BUY/SELLTop Stories:proxy countdown_trade wire_2025 - Google Sheets95 Filings since March 27The headlines:Air Canada CEO will retire this year after his English-only crash message was criticizedMichael Rousseau is stepping down following a massive public outcry after he delivered a condolence video almost entirely in English regarding a fatal plane crash that killed a French-speaking pilot.Critics and politicians, including Quebec’s Premier, were outraged that Rousseau failed to fulfill a high-profile 2021 promise to learn French, viewing his English-only response to a tragedy as a sign of deep cultural disrespect.Air Canada’s board has launched a global search for a successor and explicitly stated that fluency in both English and French is now a non-negotiable requirement for the next CEO.The company clarified that while a "comprehensive internal development program" has been in place for two years, the recent controversy accelerated the timeline for his departure.Rousseau will officially retire at the end of the third quarter (September 30, 2026), staying on until then to ensure a "seamless transition" and assist the board during the handover.Air Canada CEO Michael Rousseau initially stated he did not intend to step down following backlash over an English-only video regarding a runway incidentSuper Micro Computer, Inc. (SMCI)indictment of three individuals associated with the Company in connection with an alleged conspiracy to commit export-control violations:Yih-Shyan "Wally" Liaw, SVP Business Development and a member of the Company's Board of DirectorsRuei-Tsang "Steven" Chang, a sales manager in TaiwanTing-Wei "Willy" Sun, a contractorThe Company has placed the two employees on administrative leave and terminated its relationship with the contractorMr. Liaw has also resigned as a member of the Company’s Board of DirectorsMr. Liaw’s resignation was not the result of a disagreement with the CompanyClean-up crew: The Company also announced that it has appointed DeAnna Luna as acting Chief Compliance Officer, effective immediately.Succession Planning??WEST PHARMACEUTICAL SERVICES INC (WST): Eric M. Green CEO/Chair stepping down once a successor is foundADOBE INC. (ADBE): CEO/Chair Shantanu Narayen resigning when successor found; will remain as ChairDown to 2FArthur J. Gallagher & Co. (AJG): Sherry Barrat retiring down to 2/9Corebridge Financial, Inc. (CRBD): Rose Marie Glazer and Adam Burk resigned 2/11INCYTE CORP (INCY): Susanne Schaffert retiring 2/8Stupid moneyDatadog, Inc. (DDOG): appointed Dominic PhillipsAs an inducement for Mr. Phillips to join our Board in a highly competitive market, in recognition of his extensive professional experience and expected contributions to the Company, and in order to further align his interests with those of our stockholders, the Board increased the amount of the initial grant of restricted stock units payable to Mr. Phillips under the Director Compensation Policy upon his appointment from $400,000 to $600,000.ALNYLAM PHARMACEUTICALS, INC. (ALNY)special equity award to CEO Yvonne Greenstreet: up to $89m equityCEO (2022-); COO (2016-2022)more than three decades of leadership in the biopharmaceutical industry: Head of Medicines Development at Pfizer; and Chief Strategy Officer at GlaxoSmithKlinemedical degree and practiced as a clinician before earning her MBA from INSEADStudents must prove knowledge of at three languages by graduation.Chair Amy Schulman (16%); CEO (20%); Colleen Reitan (7%); Margaret Hamburg (6%): -9% male gender gap!LAS VEGAS SANDS CORP (LVS)appointed Patrick Dumont as Chairman, Chief Executive OfficerCFO Randy Hyzak from $1.2M/150%/175% to $1.35M/200%/250%Base Salary Increase: +$150,000Short-Term Upside: +$900,000Long-Term Upside: +$1,275,000Total Annual Increase: $2.325 Million (a 45.6% jump in total earning potential)GC D. Zachary Hudson from $1.3M/175%/200% to $1.6M/200%/425%Base Salary Increase: +$300,000Short-Term Upside: +$925,000Long-Term Upside: +$4,200,000Total Annual Increase: $5.425 Million (an 87.8% jump in total earning potential) Alphabet Inc. (GOOG, GOOGL)CEO Sundar Pachai: up to $692m equity over next for 3 years = $631,000 per dayWorkday, Inc. (WDAY)Aneel Bhusri, Workday’s co-founder and Executive Chair, promoted to CEO: up to $270m equityWASTE MANAGEMENT INC (WM)Ms. Rankin received a cash bonus of $1 million in recognition of the value delivered to stockholders as a result of her leadership in completing the orderly transition of the CFO role to her successor and her important contributions toward the integration of our Healthcare Solutions businessDEERE & CO (DE)one-time equity awards to 3 NEOs: John C. May $25M; Ryan D. Campbell $5M; Deanna M. Kovar $5M<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHActivist investor seeks to oust Americold Chair Mark Patterson over “problematic boardroom behavior”Sieve Capital is pushing Americold Realty Trust to remove Mark Patterson as the chairman of the firm’s board of directors, citing his tenure on the board of scandal-ridden office landlord Paramount Group.Irenic Capital is demanding the ousting of Teleflex Chairman Stephen Klasko following CEO Liam Kelly’s abrupt resignation in early 2026 without a clear succession plan. The activist alleges that the board is "drifting" under interim leadership.Under a cooperation agreement with activist investor Elliott Investment Management, Norwegian Cruise Line Holdings has appointed five new independent directors: Alex Cruz, Kevin A. Lansberry, Steve Pagliuca, Brian P. MacDonald, and Jonathan Z. Cohen. Simultaneously, long-serving board members Stella David, David M. Abrams, Harry C. Curtis, and Mary E. Landry have resigned, while current CEO John W. Chidsey has assumed the additional role of Chairman.Responding to pressure from activist investor Jana Partners to explore a sale, Six Flags Entertainment has appointed Richard "Dick" Haddrill as its new Executive Chairman to lead a strategic refresh focused on profitability and shareholder value. As part of this leadership shift, former chair Marilyn Spiegel has transitioned to the role of Lead Independent Director, while board member Jennifer Mason is set to depart the company by not seeking re-election at the upcoming 2026 annual meeting.Following a cooperation agreement with activist investor Ed Garden, Fortune Brands Innovations (maker of Yale and Master Lock) rescinded the appointment of incoming CEO Amit Banati before his May start date and committed to restarting its search. As part of the governance overhaul, outgoing CEO Nicholas Fink will proceed with his departure, while Susan Kilsby assumes the role of Executive Chair and Ed Garden joins the board to oversee the transition.Despite Amit Banati never officially starting the CEO job at Fortune Brands Innovations (the Yale padlock maker), he is walking away with a massive payout of approximately $18.35 million.This was originally designed to compensate him for the millions in stock and bonuses he forfeited by leaving his previous role as CFO of Kenvue.$8 million in a one-time cash award.$6 million in accelerated restricted stock units (RSUs).$4.35 million in additional cash payments for other forfeited incentives. <VOTE RESULTS BUMPER>VOTE RESULTS TABLE  27 meetings market cap over $1 billion since 2/27/26 Companies with SHPs: 5STARBUCKS CORP (SBUX)Independent Board Chair 12% yesReport on Detransitioning 0.93% yesReport on Diagnostic Tools 0.72% yesRisks of Excluding Religious Charities 0.66% yesRepro & Gender Care Gaps 0.59% yesSupermajority to Majority 94% yesKeysight Technologies, Inc. (KEYS)Call for a Special Shareholder Meeting 64% yesWalt Disney Co (DIS)1 not presentedhow the employee gift-matching program may impact risks related to religious  discrimination against employees 0.79% yesCumulative Voting for Board Elections 3% yesAccessibility & Disability Inclusion Practices 5% yesDEERE & CO (DE)Report on the Return on Investment of Emission Reduction Goals 1% YESShareholder Right to Act by Written Consent 38% YESReport on Faith-Based Business Resource Groups 0.6% YESANALOG DEVICES INC (ADI)Special Meeting Rights 38% yesSay on Pay: 5  over 10% NO; 0 over 15%Directors: 13 directors over 10% NOHighest: Heico: Alan Schriesheim 27% no; Mark H. Hildebrandt 26% noUpcoming MeetingsApril 8 Lennar Corporation $42.5 BillionApril 9 Dow Inc. $40.1 BillionApril 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 VOTEPROXY PREGAMETOP TEN LISTS: Here’s how mid 2010s Buzzfeed would have given you important information about the makeup of boards - top ten lists on some of the most advanced (and concerning) data points on directors and boardsMost similar boardMethodology: look at pairwise similarities between directors on demographics (race/ethnicity, age, gender), experience (knowledge, schools, industry careers), and connections in common - boards where most pairs of directors are similar are at risk of white man thinkCompaniesLIBERTY MEDIA CORPORATIONmalcolm ian grant gilchristAudit member, nom member, pay chair75 yo male, 89% connectedEDISON INTERNATIONALmichael camunezAudit member56 yo male, 91% connectedCarnival Corporationjoshua weinsteinCEO!CMS ENERGY CORPORATIONralph izzo68 yo white male, 89% connectedAudit memberDELL TECHNOLOGIES INC. david wyatt dorman72 yo white male, 75% connectedNom member, pay memberPG&E CORPORATIONjohn o. Larsen61 yo white male, 81% connectedPay memberBLACKSTONE INC.stephen schwarzmanCEO!APPLE INC.alex gorskyNom member, pay member, 64yo white maleGENERAL MOTORS COMPANYmary teresa barraCEO!INTERNATIONAL BUSINESS MACHINES CORPORATIONalex gorskyLID! 86% connected, 64 white maleMost overpaying boardsMethodology: look at CEO pay ratio relative to industry and size peers, rank companies, assign individual directors performance (low CEO pay ratio = high batting average).  Then figure out which boards are stocked with directors who love giving out high CEO pay ratiosLUMENTUM HOLDINGS INC.WESTERN DIGITAL CORPORATIONWALMART INC.S&P GLOBAL INC.JABIL INC.BLACKSTONE INC.THE COCA-COLA COMPANYCITIGROUP INC.UNITED PARCEL SERVICE, INC.ROSS STORES, INC.Subcategory - highest RAW realized pay - these directors have, in the last 7 years, handed out in aggregate the MOST CEO PAYTESLA, INC.$290,624,003,934PALANTIR TECHNOLOGIES INC.$46,124,772,105APPLE INC.$17,450,467,247NVIDIA CORPORATION$15,975,069,499BROADCOM INC.$15,680,049,364AIRBNB, INC.$14,695,739,927ALPHABET INC.$12,585,082,005MCKESSON CORPORATION$11,547,064,168BLACKSTONE INC.$11,430,311,796AXON ENTERPRISE, INC.$10,332,348,727Least merit boardMethodology - merit is measured using 5 factors: knowledge (how deep you know the industry), economic stake (are you an owner or activist), leadership (current/ex-CEO, chair, or LID), connections (above average network power), or performance (demonstrated track record at multiple boards).  Any 3 factors, you get tagged as meriting at least on paper a board slot.  These boards had NO directors get tagged for merit. MONOLITHIC POWER SYSTEMS, INC.HILTON WORLDWIDE HOLDINGS INC.CHARTER COMMUNICATIONS, INC.MARRIOTT INTERNATIONAL, INC.OCCIDENTAL PETROLEUM CORPORATIONSYSCO CORPORATION.ILLINOIS TOOL WORKS INC.HUNTINGTON BANCSHARES INCORPORATEDFIRST SOLAR, INC.KEYSIGHT TECHNOLOGIES, INC.And these had the most:MASTERCARD INCORPORATED.APPLE INC.CAPITAL ONE FINANCIAL CORPORATIONThe Bank of New York Mellon CorporationJPMORGAN CHASE & CO.REALTY INCOME CORPORATIONEQUITY RESIDENTIALNATERA, INC.EXTRA SPACE STORAGE INC.LIBERTY MEDIA CORPORATIONMost knowledgeable boardThe Bank of New York Mellon CorporationREALTY INCOME CORPORATIONAPOLLO GLOBAL MANAGEMENT, INC.METLIFE, INC.JPMORGAN CHASE & CO.EXTRA SPACE STORAGE INC.COINBASE GLOBAL, INC.INTERCONTINENTAL EXCHANGE, INC.AMERIPRISE FINANCIAL, INC.MOODY'S CORPORATIONLeast knowledgeable boardVALERO ENERGY CORPORATIONFERGUSON ENTERPRISES INC.LIVE NATION ENTERTAINMENT, INC.ROCKET LAB CORPORATIONHILTON WORLDWIDE HOLDINGS INC.MARRIOTT INTERNATIONAL, INC.CINTAS CORPORATIONROYAL CARIBBEAN CRUISES LTD.Altria Group, Inc.MCDONALD'S CORPORATIONWorst performing boardsBoards in the bottom third for TSR on average, payouts >$1bn for CEOs, <25% board members have merit, > average similarity between each pair of directors - it’s bananas on paper these boards would ever get more than 5% approval from just the investor trolls ADOBE INC.OCCIDENTAL PETROLEUM CORPORATIONCarnival CorporationWorst performing directorThese 6 directors hit all the bottoms: bottom quartile TSR, 3+ boards actively, oversight lapses (controversies) everywhere, 0 merit on any boards, hugely connected, >average similarity to the fellow directors (ie, you already have this on your board, why get more??), and one of them even has the fun distinction of being in the Billion Dollar Payout club (paid >$1bn to CEOs in realized pay)Carnival Corporation: jason glen cahillyFIFTH THIRD BANCORP: mike van de venKEURIG DR PEPPER INC.: mike van de venUBER TECHNOLOGIES, INC.: turqi alnowaiserNIKE, INC.: robert swanBillion Dollar Pay Club! $3.2bn paid out so far despite being on boards with a whopping 9 TSR flags - 9 times flagged as bottom quartile TSR!ULTA BEAUTY, INC.: gisel ruizWELLS FARGO & COMPANY: clesteen clarkBest directorDirectors with >.600 TSR, <3 TSR flags, >.600 controversies, <25% connected to their boards, core knowledge of the industry/issues, tagged as having merit overall, >3 boards ever - I mean, super high bars - the easy vote FOR on paperINTEL CORPORATION: craig h. barrattINTUITIVE SURGICAL, INC. ISRG: craig h. barrattCOMFORT SYSTEMS USA, INC.: herman eugene bullsINSMED INCORPORATED: carol schaferROBINHOOD MARKETS, INC.: paula loop