Episode Details

PROXY COUNTDOWN SCRIPT

This is Proxy Countdown. Welcome to the big show for the week of October 28, 2024  alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:

Compensation Committee shenanigans at Corpay

Ross Stores unloads the money truck for a guy who sells boots

Bi-polar voters at Neogen

One less Schmuck at Consumers Bancorp

And on the Big Vote, a halloween special data dive: zombies and the almost dead

Trade Wire - BUY/SELL

Top Stories:

Kenneth M. Fisher has joined the board at APA Corporation. Ken is a Certified Public Accountant; the CFO at ChampionX; and former CFO at Noble Energy. One of his new roles at APA will be joining the board’s Cybersecurity Committee. As if to say, does any of this really matter in the first place?

The most powerful woman on the board of Entergy Corporation, former Arkansas Senator Blanche Lincoln. She was Entergy’s longest-tenured director and stepped down with 11% influence. Blanche’s sister Mary Lambert directed Madonna’s “Like a Virgin” video in 1984.

The Compensation Committee at Corpay has modified its CEO’s 2021 option award. Ronald Clarke originally received the $56 million option award in 2021 from a Compensation Committee chaired by Thomas Hagerty.

For roughly two-thirds of the award to vest, Corpays share price needed to be at least $350 for 10 consecutive trading days. The remaining third would vest if the share price hit $400. 

On Monday, October 28th, as Corpay’s share price coincidentally hit $351, the Compensation Committee announced that two-thirds of the award would vest if Corpay’s stock price hit $350 “for at least 3 trading days by December 31, 2024.” That’s it. Not 10 days. And not even 3 consecutive days. Just 3 days. They also canceled the remaining part of the award that was now impossible: hitting a share price of $400. And went on to say that “the CEO agreed to forgo any new equity grants in 2025.” Which suns heroic until checking the proxy statement and realize that his equity award was $1.4M in 2023 and $0 in 2022. 

According to the filing, “The modified performance option award was approved by the Compensation Committee of Corpay, which is composed entirely of entirely of independent directors.” That is verbatim from the filing. And the reason why they probably stuttered at that point and got flustered was because they knew that the Compensation Committee was not ethically independent. Compensation Committee member Thomas Hagerty has served with CEO Ronald Clarke on the board of Dayforce since 2018, where they both serve together on Dayforce’s Compensation Committee. A third member of Corpay’s board, in fact, has served with them at Dayforce since 2018, Gerald Throop, Dayforce’s so-called Lead independent Director.

OpenTable CEO Debby Soo joins The Kraft Heinz board. A positive move considering only 17% of current Kraft Heinz influence is female.

A leadership transition is underway at Ross Stores, where former Boot Barn CEO James Conroy will replace Barbara Rentler as CEO