Episode Details

ESG

Disclosure

The next wave of anti-ESG movement focuses on reduced disclosure

Decrease in Director/NEO bio/photo disclosure in both proxy statements and corporate websites

Anti-DEI board composition

A sharp drop in new directors that are “diverse”

An increase in overall board size; instead of outright replacing diverse directors, an increase of white male directors (who skew younger) are simply added to boards

Musk effect

Greater re-domestication push: incorporate, headquarters, employees: SHPs reflect this

CEO pay reconfigured for higher payouts:

Decrease in “longterm” CEO compensation performance periods to reflect shorter CEO tenure and general CEO greed

New players in proxy cage matches: toxic bros (maybe a bitcoin bro?)

SEC moves to greatly restrict shareholders’ right to submit proposals

Will lead to a significant decrease in E & S proposals: both in SHPs submitted and SHPs removed

SHP support percentage will continue to decrease

But I think we will see a new active conservative SHP machine to go along with the two Centers

Blame game/oversight greenwashing

Increase in board-level committees (partly to due a thing and partly to pretend a thing was being done): AI, Cybersecurity, Succession Planning

Sharp increase in “co-” arrangements: co-CEO; co-Chairs, etc. in order to shift blame

PwC’s figure that 49% of directors want someone on their board replaced (and 25% want two or more directors replaced) increases to 66% and 44%

General

The next “Bud Light” is… Kontoor Brands (Lee/Wrangler)

Something deemed “woke” triggers the MAGA mob and when they discover in the proxy that the company “Increased board gender diversity in 2024” and was “undertaking a search for a potential additional gender diverse director” all hell breaks loose.

Year of Zuck

Even more so if TikTok fails

The obvious prediction is Musk buys a media company but maybe I think Zuck makes a pivotal acquisition

Elon fades due to Tesla sucking and Trump battles

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