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2025 Proxy Season Review: Unelected directors, non profit interlocks, illogical voting, and SHP kabuki theater
Description
This is Proxy Countdown. Welcome to the big show for the week of July 7, 2025 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown, our wrapup of the 2025 proxy season:
Our top theories, including:
The Fortune 500’s quiet rejection of having a minimum of three women on the board
And companies who sidestep the alternative democracy by appointing directors less than a month after their annual shareholders meeting
Highlights from the proxy cage match season, including:
Shareholders suddenly paying attention when an activist comes knocking
And the quirky battles between ISS and Glass Lewis
A look back at trends from the meeting votes, including illogical shareholder voting patterns and directors still don’t matter
And finally, on the Big Vote, Matt takes a deeper look at the 2025 proxy season data
Trade Wire - BUY/SELL
Top Theories:
Absurd Golden Hellos:
CFO Turnover craziness
Fortive Corporation’s new CFO Mark Okerstrom will receive a golden hello package consisting of a one-time sign-on cash award in the amount of $2.5M and a one-time sign-on equity award with a target value of $10M
State Street’s new CFO John Woods gets a one-time cash payment of $1M and then One-time buy-out awards consisting of $3M cash and $12M equity.
New MongoDB CFO Michael Berry will get two equity grants: a new hire grant worth $9M and a sign-on bonus grant worth $3M. It’s cute how they each have their own name.
Peggy Alford, eBay’s new CFO gets $14M in new hire equity along with about $7M in one-time equity make-good payment equity Again, thanks for naming complicated stuff eBay
Likewise, Western Digital’s new CFO Kris Sennesael starts with $2M cash; $10M equity
Zscaler’s new CFO, Kevin Rubin, starts with a golden hello equi