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Verizon and audit committee problems, plus Kohl’s, Chevedden premium, and Phillips 66
Description
Trade Wire - BUY/SELL
Top Stories:
UnitedHealth Group CEO Sir Andrew Witty has resigned six months after UnitedHealthcare CEO Brian Thompson was murdered in New York City. In his place, former CEO and current Executive Chair Steve Hemsley will boomerang back into a role he originally vacated in 2017.
Steve will receive a golden hello again consisting of a one-time $60M option award. While the company claims there will be no additional annual equity awards during the first three years of Steve’s employment, there are no performance hurdles tied to this award meaning Steve could make a boatload of cash even if the stock market goes up independent of his work as CEO.
Lots of news at Kohls:
First, CEO Ashley Buchanan was terminated after an internal probe found:
He directed business to a vendor tied to his romantic partner (Chandra Holt).
The vendor received favorable terms and a multimillion-dollar consulting deal, which directly violated Kohls’ conflict-of-interest policy.
Ashley has been forced to forfeit his equity awards and must repay part of his $2.5M signing bonus.
Meanwhile, Kohl's Director and Compensation Committee Chair Christine Day resigned from the board on May 5, 2025.
Kohl’s initially claimed: “Ms. Day’s decision [to resign] was not due to any disagreements with the Company on any matter relating to the Company’s operations, policies or practices.”
Day later sent an email (included in SEC filing) saying:
I want to stress my concern that this is an inappropriate way to handle this. All shareholders deserve the same access to the same information. [ . . .] and for us to not respond to ISS is not good governance. In the 8K filing, for my departure, it would not be accurate to say I have no disagreements with the board. Unfortunately I have been continually disappointed with the level of governance process. The 8k needs to reflect this.”
In another email she called out Board Chair Michael Bender: “There is no delegation to committees or chairs, Michael “handles” everything, maybe speaks to one person or 2, then “tells” everyone what the decision is. Some people know more than others leading to board members feeling alienated, out of the loop, and worse—developing a culture where real discussions rarely occur.”
In a meeting held yesterday (may 14), only 5% of Kohls shareholders said NO to Board Chair Michael Bender while 45% said NO on Pay while average director support was 92% YES
Tyson Foods named the chicken wings of Board Chair John H. Tyson to the board: that’s Olivia Tyson and John R. Tyson. You might remember John R, Tyson from such #-1 hits as “Pleading Guilty To A Charge Of Driving While Impaired” and “Public Intoxication And Criminal Trespassing After He