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by Free Float Media, Inc.
In the style of ESPN, The Proxy Countdown is an American pre-game show broadcast by Free Float as part of the company's coverage of the the executives and directors who control the corporate world. The show spotlights important CEO transitions, features contentious boardroom battles, and highlights shareholder votes at the alternative democracy of annual corporate shareholder meetings. Because unlike athletes, investors can get in the game.
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- Today47 min
Declassify Lululemon, plus anti-ESG losses and big dumb payouts
Lead independent directors continue to be CEOs-in-trainingLachlan Murdoch give himself more money but promises he had nothing to do with itInvestors hate ONE company’s payExxon hearts Texas and loathes ESGAnd on the Big Vote, Matt puts on some LuluLemon<TRADE WIRE BUMPER>Trade WireTop Stories: 130 Filings since May 28thThe headlinesLead Independent Directors are KingTYSON FOODS: lead independent director Jeffrey K. Schomburger will become CEO, replacing Donnie King, who will remain on the board$2.8M golden hello equityStandardAero: appointed Lead Independent Director Paul McElhinney to CEO/Chair, succeeding CEO/Chair Russell FordRussell Ford will continue as Exec Chair until 1/1/2027$20M golden helloCLOROX: CEO/Chair Linda Rendle to step down for health reasons, succession startedDEERE & CO: overboarded chronic DEI flipper Dmitri Stockton to step down in 2027MICROSOFT: Epstein Files bro Reid Hoffman stepping downDown to 2FGLADSTONE INVESTMENT: elected George “Chip” Stelljes, IIIImmediately named to 3 committees: Compensation Committee, Nominating and ValuationOnly one woman serves on any board committee: Katharine C. GorkaOh wait, she’s the only womanStupid moneyFox Corp: increased CEO/Chair Lachlan K. Murdoch's target annual bonus to $9,000,000 and target annual equity award to $20,000,000If the maximum stays: annual from $12M to $18M and equity from $22M to $40MSo a possible increase of $24M“Mr. Murdoch recused himself from all discussions and votes regarding his employment term extension and compensation adjustments”CFOsCencora: $8M golden hello: $2M cashTrade Desk: $10m golden helloUL Solutions: special, one-time $20M equity grant to CEO Jennifer F. ScanlonTRUIST FINANCIAL: CEO/Chair William H. Rogers, Jr. will transition to Exec Chair; Michael P. Lyons will be new CEO<p data-rte-preserve-empty="true" style
- 3 weeks ago
Board scenario models at Walmart, plus Amgen won’t move your piano
This is Proxy Countdown. Welcome to the big show for the week of May 25, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:BP Ousts a BullyNo foosball tables for the new CFO at AmgenAn activist investor calls a board “lazy”Welltower investors decide they hate the NEOs’ $1.5B in equity awardsAnd on the Big Vote, Matt talks Walmart<TRADE WIRE BUMPER>Trade WireTop Stories: 88 Filings since May 14thThe headlinesBP ousts chair over ‘serious’ governance, oversight concernsThe oil giant’s board removed Albert Manifold from his roles as chair and director this week, effective immediately. He faced a contingent of investor opposition at BP’s recent annual meeting.Ousted BP Chair Hits Back at ‘Lies’ About His ConductAlbert Manifold was abruptly fired by the oil major this week amid concerns about bullying behaviorTYSON FOODS lead independent director Jeffrey K. Schomburger will become CEO, replacing Donnie King, who will remain on the boardSchomburger has served on the board since 2016 and most recently served as Global Sales Officer for The Procter & Gamble Company from 2015 to 2019Clorox CEO Linda Rendle to Step Down for Health ReasonsThe company says it will begin a comprehensive CEO search process to succeed herNEOsLinda Rendle 47/2016 Chair/CEO (2020-)Nina Barton 52/2024 Group President – Care & ConnectionLuc Bellet 47/2025 CFOStacey Grier 62/2019 Executive Chief of StaffAngela Hilt 53/2020 Chief Legal and External Affairs OfficerChris Hyder 50/2021 Group President – Health & HygieneKirsten Marriner 53/2016 Chief Administrative OfficerEric Reynolds 55/2015 Chief Operating and Strategy OfficerBoard5F/6MDown to 2F<p data-rte-p
- May 15, 2026
Business Roundtable Boards, plus Victoria’s Secret and vote roundups
Proof that Berkshire Hathaway has always been fake frugalCompanies following their own rulesVictoria’s Secret rejects a Brett BlundyA wrap-up of 150 meeting results over the past 2 weeksAnd on the Big Vote, Matt accepts the BlackRock, JP Morgan, Northrop Grumman, Home Depot challenge<TRADE WIRE BUMPER>Trade WireTop Stories: Filings since May 1stThe headlinesBERKSHIRE HATHAWAYCharles C. Chang will succeed Marc D. Hamburg as Berkshire’s CFOMr. Chang will be paid an annual cash salary of $8,000,000.Berkshire will provide Mr. Hamburg (or his spouse, if he predeceases her), with up to 30 flight hours per year on a mid-sized NetJets aircraft for a term starting on June 1, 2026 and ending no later than May 31, 2037.Berkshire will provide Mr. Hamburg with tax gross-up payments to cover Mr. Hamburg’s imputed tax expenses related to this travel benefit. Berkshire estimates its cost of providing this benefit will be approximately $490,000 per yearEMERSON ELECTRICelected Jennifer G. Newstead 3 women!GENERAL MILLSLong-tenured director Steve Odland (2004-) stepping downDana McNabb named COO, been with the company since 1999 and is also becoming a directorCFO getting a one-time $3.5M equity award while CTO is getting $2.5M Down to 2FStupid moneySnap Inc (SNAP)$14.9M golden hello equity award for new CFO Douglas HottDumb stuffDUCOMMUNappointed Mark A. Caylor as a Class II Directorto serve for a term expiring at the annual meeting of stockholders in 2029appointed to serve as a member of the Board’s Audit CommitteeTrade DeskSamantha Jacobson resigning as Chief Strategy Officer but will continue to serve as
- May 1, 202650 min
Aflac’s Atlanta crew, plus vote avoidance at AIG and Ball Corp’s vote prediction
<TRADE WIRE BUMPER>Trade WireTop Stories: Filings since April 24The headlinesAMERICAN INTERNATIONAL GROUP, INC. (AIG) appointed Eric Andersen CEO/director, effective June 1, 2026, CEO Peter Zaffino becoming Executive Chair Crane Co (CR): COO Alejandro (Alex) Alcala promoted to CEO/director, CEO/Chair Max Mitchell becomes Executive ChairSOUTHERN COPPER CORP: former CEO passed away; appointed director Leonardo Contreras Lerdo de Tejada as CEO, will remain on boardWe reported as Interim last week, is now permanent Down to 2FStupid moneyNVIDIA CORP (NVDA): new principal accounting officer $13M golden hello equity awardRESMED INC (RMD)$3.5M golden hello to new CFOFormer CFO Brett Sandercock will become Special Advisor to CEO/Chair Mick Farrell through December 31, 2026, keeping his current compensation.From January 1, 2027, through December 31, 2027, Mr. Sandercock will continue as Special Advisor to Mr. Farrell in a consulting role. During the consulting period he will remain eligible for continued vesting of outstanding equity awards.Other stuffCARLISLE COMPANIES INC (CSL): Jonathan R. Collins resigned; in accordance with the Company’s Statement of Corporate Guidelines and Principles, which requires a director to submit his resignation following a change in employment or significant change in job responsibilities; resignation acceptedTwo weird board classification reshuffles:MADRIGAL PHARMACEUTICALS, INC. (MDGL): completed a process to reclassify the membership of the Board’s three classes of directors to achieve a more equal apportionment of membership among the three classes following its Annual Meeting of Stockholders to be held on June 17, 2026; The Board determined that one of its members from Class III (with a term expiring at the 2028 Annual Meeting of Stockholders) and one of its members from Class II (with a term expiring at the 2027 Annual Meeting of Stockholders) should be reclassified to Class I (with a term expiring at the 2026 Annual Meeting). Accordingly, effective April 22, 2026, Julian C. Baker and Daniel J. Brennan have been reclassified as Class I directors of the Board. Each of Mr. Baker and Mr. Brennan resigned from his position as a Class III and Class II director, respectively, subject to and conditioned upon his simultaneous reappointment as a Class I director. The Board accepted each resignation and simultaneously reappointed each of Mr. Baker and Mr. Brennan as a Class I director. The resignation and reappointment of Mr. Baker and Mr. Brennan was effected solely for the purpose of reclassifying the members of the Board into th
- Apr 24, 202652 min
Blame at Wells Fargo’s AGM, plus Ingles governance joke, Cook out, Texas reject
This is Proxy Countdown. Welcome to the big show for the week of April 20, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:Tim Cook changes chairs at AppleWhile Corrie Barry loses hers at Best BuyActivist investors raise the Sackler Sucks flag at Ingles MarketsShareholders love mergers but hate merger payAnd on the Big Vote, Matt looks at Charles Scharf and his boy band at Wells Fargo<TRADE WIRE BUMPER>Trade WireTop Stories:30 Filings since April 16The headlinesApple Inc. (AAPL):Tim Cook transitioning to Exec ChairJohn Ternus promoted to CEO and directorArt Levinson, current Chair (2011-), will become Lead Independent Director NETFLIX INC (NFLX): Chair Reed Hastings resigning as of 2026 AGMSOUTHERN COPPER CORP/ (SCCO)CEO Oscar Gonzalez Rocha passed awayappointed director Leonardo Contreras Lerdo de Tejada as interim CEOBEST BUY CO INC (BBY)Jason Bonfig promoted; succeeding Corie BarryCorie barry leaving boardDavid W. Kenny stays as chairCorie Barry will remain employed as a strategic advisor in a non-executive officer role for six months: base salary will decrease to $1,000,000, will remain eligible for a pro-rated payout of her short-term incentive award for the portion of fiscal 2027 in which she served as CEO, LT equity will continue to vest, and she will remain eligible for executive-level employee benefitsLululemon names former Nike exec Heidi O'Neill as CEOGolden hello: $7M equity, $2M cashLululemon board: 7 of 11 FChair Martha MorfittCommittees:Audit: 2 of 3 F, including chairNomination: 3 of 5Pay: 3 of 5 F, including chairAlso: CFO, Chief Merchandising Officer, Chief People & Culture Officer, Chief Legal and Compliance Officer, Chief Brand & Product Activation Officer<p data-rte-preserve-empty="
- Apr 16, 202657 min
Johnson & Johnson’s big swing. Plus, DOW’s new CEO, Snap layoffs, Meta man board
A 100% increase in black female CEOs at Fortune 500 companiesThe wild wild west of CFO transitionsSnap’s AI-branded mismanagement umbrellaShareholder Proposals are becoming old-fashioned againAnd on The Big Vote, Matt finally digs into wayward bandaids<TRADE WIRE BUMPER>Trade WireTop Stories:30 Filings since April 8The headlinesDOW INC. appointed Karen Carter as CEO, to succeed Jim Fitterling, who will remain as Executive ChairKaren is only the 2nd black woman CEO in the Fortune 500 (Thasunda Brown Duckett at TIAA).She was most recently COO where she had strategic oversight of Dow’s business operating segments – Packaging & Specialty Plastics, Industrial Intermediates & Infrastructure, and Performance Materials & Coatings – as well as the Research and Development, Environment, Health, Safety and Sustainability and Commercial organizationsCarter joined Dow in 1994 and previously served as Dow’s Chief Human Resources Officer and Chief Inclusion Officerappointed new CEO Karen S. Carter to board on the same day as the AGM but she was not on the ballot8 CFO transitionsFEDEX CORP: The Company will conduct a comprehensive internal and external search for a permanent successorCorebridge Financial: Interim CFO received (i) a $750K special retention equity award and (ii) an increase in his target short-term incentive award for 2026 to $800,000 from $400,000.Meta Platforms: directors Hock E. Tan and Tracey T. Travis are resigningHock, the CEO of Broadcom, lasted for only 2 years and bounced right after Meta said it agreed to deploy 1 gigawatt of custom artificial intelligence chips using Broadcom technology as part of a multi-gigawatt dealDown to 2FMetaWith Tracey T. Travis resigning, Meta’s board will–brace yourself–have only 2 female directors. But don’t worry they still have:Dana White (domestic violence)Tony Xu (Bro Culture allegations about DoorDash work cultureMarc Andreessen: leading anti-DEI voice in Silicon Valley: stating that the programs are "discriminatory against merit"Peggy Alford was an executive at the Chan Zuckerberg InitiativeZuck<p
- Apr 9, 202651 min
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 19<p data-rte-preserve-empty="true" style="white
- Apr 3, 202647 min
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 Chair<p data-rte-preserve-empty="true" style="white-space:pre-wra
About PROXY COUNTDOWN
In the style of ESPN, The Proxy Countdown is an American pre-game show broadcast by Free Float as part of the company's coverage of the the executives and directors who control the corporate world. The show spotlights important CEO transitions, features contentious boardroom battles, and highlights shareholder votes at the alternative democracy of annual corporate shareholder meetings. Because unlike athletes, investors can get in the game.
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