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How much should a director get paid? Lam Research, plus WiseTech’s board capture and Southwest’s board shakeup
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PROXY COUNTDOWN SCRIPT
This is Proxy Countdown. Welcome to the big show for the week of October 21, 2024 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:
The glass cliff crumbles at CVS
Walt Disney keeps trying to replace Bob Iger
Accelerated retirements at Southwest Airlines
An angry shareholder mob at Klarna
And on the Big Vote, Lam Research’s high-priced board
Trade Wire - BUY/SELL
Top Stories:
CEO Karen Lynch is out at CVS Health Corporation and has been replaced by David Joyner. Also, independent board Chair Roger Farah has been promoted to Executive Chair.
FFA: Karen Lynch (16%) vs. Roger Farah (16%)
Out in Australia, WiseTech founder Richard White has resigned as CEO and director. But this is what the board says when you are the company’s biggest shareholder and controls 44% of board influence: “The board has agreed, following Mr White’s request, that he will stand down as a director and as chief executive with immediate effect, take a short period of leave … When Mr White returns from leave, he will commence a new full-time, long-term consulting role, focused on product and business development.” For this role, on a 10-year term with the title “Founder and Founding CEO”, White will be paid $1m a year.
Mr. White has faced claims from multiple women that he bought them houses and invested in their businesses in exchange for sex. The lurid allegations get worse from there, including reports of violence, intimidation, and retaliation.
WiseTech board chair Richard Dammery, who announced an independent inquiry, said “recent weeks have been challenging and uncertain ones for our people”. Despite the fact that in 2019, former board member Christine Holman resigned from the board and accused White of “sustained intimidation and bullying”.
While the board expressed ongoing confidence in the company’s leadership, shareholder pressure ultimately forced the board’s hand following the Founder and Founding CEO’s extremely public dispute with a former lover in federal court
Despite the turmoil and allegations, Roy van Keulen, analyst at Morningstar, said "Given our assessment of WiseTech as a product-led company, we consider White's continued involvement in this area of the business to be a positive outcome for shareholders."
According to an 8-k filing, The Walt Disney Company announced that board chair Mark Parker will resign on January 2, 2025. Then, if you were smart enough to click and open the exhibit 99.1 attached to the 8-k filing you would have learned former Morgan Stanley CEO, and it’s current executive chair, James Gorman will become Disney’s new board chair. Disney also announced that it would name longtime CEO Bob Iger’s replacement in early 2026 and that Gorman would be in charge of that process.
In big money news:
Molina Healthcare is giving CFO Mark Keim a special one-time stock award worth roughly $17M jus for being Mark; and
Amit Zavery is ServiceNow’s new Chief Product Officer and Chief Operating Officer and will receive $3M in cash and $29M in stock. The generous award is to make up for the burden of his new corporate headquarters being located 11 miles from his old corporate headquarters.
In a blow to our very own Ma