Business Roundtable Boards, plus Victoria’s Secret and vote roundups

Proof that Berkshire Hathaway has always been fake frugal

Companies following their own rules

Victoria’s Secret rejects a Brett Blundy

A wrap-up of 150 meeting results over the past 2 weeks

And on the Big Vote, Matt accepts the BlackRock, JP Morgan, Northrop Grumman, Home Depot challenge

<TRADE WIRE BUMPER>

Trade Wire

Top Stories:

 Filings since May 1st

The headlines

BERKSHIRE HATHAWAY

Charles C. Chang will succeed Marc D. Hamburg as Berkshire’s CFO

Mr. Chang will be paid an annual cash salary of $8,000,000.

Berkshire will provide Mr. Hamburg (or his spouse, if he predeceases her), with up to 30 flight hours per year on a mid-sized NetJets aircraft for a term starting on June 1, 2026 and ending no later than May 31, 2037.

Berkshire will provide Mr. Hamburg with tax gross-up payments to cover Mr. Hamburg’s imputed tax expenses related to this travel benefit. Berkshire estimates its cost of providing this benefit will be approximately $490,000 per year

EMERSON ELECTRIC

elected Jennifer G. Newstead 

3 women!

GENERAL MILLS

Long-tenured director Steve Odland (2004-) stepping down

Dana McNabb named COO, been with the company since 1999 and is also becoming a director

CFO getting a one-time $3.5M equity award while CTO is getting $2.5M

‍ ‍

Down to 2F

Stupid money

Snap Inc (SNAP)

$14.9M golden hello equity award for new CFO Douglas Hott

Dumb stuff

DUCOMMUN

appointed Mark A. Caylor as a Class II Director

to serve for a term expiring at the annual meeting of stockholders in 2029

appointed to serve as a member of the Board’s Audit Committee

Trade Desk

Samantha Jacobson resigning as Chief Strategy Officer but will continue to serve as director

Toll Brothers

new COO Seth J. Ring added to board

OCCIDENTAL PETROLEUM

Vicki Hollub stepping down as CEO, replaced by Richard Jackson

Vicki staying on board, Jackson added 4/30 but not voted on 5/1

PLAINS ALL AMERICAN PIPELINE

appointed Cynthia B. Taylor to board

The former CEO of Oil States International will join the Health, Safety, Environmental and Sustainability Committee

Smart Stuff

WEC ENERGY GROUP

Having reached the applicable retirement age under WEC Energy Group’s Corporate Governance Guidelines, Gale Klappa completed his service as Chairman of the Board on May 7, 2026

COMMERCE BANCSHARES

Benjamin F. Rassieur, III retired due to the mandatory retirement requirements of the Company. Mr. Rassieur had been a Board member since 1997 and was a member and former committee chairman of the Audit and Risk Committee.

TTM TECHNOLOGIES

Director John G. Mayer resigned

Resignation was required due to his attainment of the mandatory retirement age of 75, and the Board was obligated to accept his resignation, per the Company’s Corporate Governance Guidelines

<PROXY CAGE MATCH BUMPER>

PROXY CAGE MATCH

Victoria’s Secret rejects activist investor Brett Blundy’s board push

Swatch shareholders reject activist investor's bid for board seat

Steven Wood, whose GreenWood ‌fund owns about 0.5% of Swatch, had challenged the Hayek family's control of Swatch with the backing of proxy advisors Institutional Shareholder Services (ISS) and Glass Lewis.

Swatch said he was not suited to represent shareholders.

They instead elected Swatch nominee Andreas Rickenbacher, a former Swiss ​politician and current director at BKW and Aebi Schmidt.

Participants in the annual general meeting rejected his appointment to the board, with ​79.6% of votes against and 19.2% in favour.

Swatch's dual-class share structure has helped CEO Nick Hayek and Chair Nayla Hayek, children of founder Nicolas Hayek, maintain control: their family owns about a quarter of the equity but more than 40% of voting rights

"For the second time, the shareholders have clearly rejected his election," ​Swatch said.

Among non-dual class cheaters: support for Wood was at 80%, higher than the 62% in an equivalent bid last ‌year

 

<VOTE RESULTS BUMPER>

VOTE RESULTS TABLE 

Since May 1st

153 meetings at large market caps

82 total SHPs: 

4 Victories

VERTEX PHARMACEUTICALS: act by written consent 57% yes

ALBEMARLE: call a special meeting 57% yes

CF Industries: excessive golden parachutes 51% yes

NRG ENERGY: call for a special shareholder meeting 56% yes

Hate

Constellation Energy: Report on DEI Initiatives 1% yes

National Center for Public Policy Research

According to 1792 Exchange’s Corporate Bias Ratings

TRUIST FINANCIAL: Report on Risks from Misalignment between Corporation Policies and Customer Base 2% yes

The Heritage Foundation

According to 1792 Exchange’s Corporate Bias Ratings

INTERNATIONAL BUSINESS MACHINES CORP (IBM)

Report on AI Bias: 2% yes

National Center for Public Policy Research

The White House has issued an executive order specifically seeking to combat “woke” AI

Report on Discrimination in Charitable Support: 2% yes

The Heritage Foundation

IBM has a perfect score on the Human Rights Campaign’s Corporate Equality Index

COCA COLA

Sustainability Committee By-Law Amendment 0.87% yes

National Center for Public Policy Research

“Being good might cost too much”

Plastics Packaging Policies 0.8% yes

National Legal and Policy Center

“Being good might cost too much”

(*Diversity, Equity and Inclusion Efforts 11% yes:  As You Sow)

GILEAD SCIENCES: risks of ESG and DEI executive compensation metrics 0.7% yes

Bowyer Research

“Being good might cost too much”

DOMINION ENERGY

ESG/DEI Compensation Metrics 1% yes

The Heritage Foundation

“Being good might cost too much”

AMERICAN EXPRESS

transgender healthcare treatments for minors 0.4% yes

Inspire Investing

American Express Company scored 100 on the Human Rights Campaign’s Corporate Equality Index

political bias risk oversight 0.9% yes

National Center for Public Policy Research

According to the 1792 Exchange

FIRST CITIZENS BANCSHARES: faith-based employee resource groups 0.4% yes

Inspire Investing

But wait: “Being good might cost too much”??

COLGATE PALMOLIVE: Remove DEI from Board Considerations 2% yes

National Legal and Policy Center

Independent Board Chair (19)

Avery Dennison: 39% yes

CORNING: 18% yes

GILEAD SCIENCES: 27% yes

WEST PHARMACEUTICAL SERVICES: 46% yes

EVERSOURCE ENERGY: 26% yes

CARVANA: 4% yes

BANK OF AMERICA: 32%

DOMINION ENERGY: 24% yes

BERKSHIRE HATHAWAY: 15% yes

AFLAC: 12% yes

PEPSICO: 26% yes

BRISTOL MYERS SQUIBB: 27% yes

ECOLAB: 26% yes

AbbVie: 39% yes

PRUDENTIAL FINANCIAL: 30% yes

DOVER: 36% yes

CORPAY: 30% yes

LOCKHEED MARTIN: 37% yes

COLGATE PALMOLIVE: 29% yes

   pay over 10% NO

GOLDMAN SACHS

pay 30% no

Pay committee chair Kimberley Harris 26% no

BERKSHIRE HATHAWAY

say on pay every 3 years 66%

OMNICOM GROUP

44% no pay

avg 97% yes

MOLINA HEALTHCARE

47% no pay

avg 97% yes

Directors

Trade Desk

classified: Andrea L. Cunningham 67% no; ceo/chair jeff green 92% yes

Ummmmmmmmm?

plurality

SERVICE CORP INTERNATIONAL

Sara Martinez Tucker  17% no

C. Park Shaper 18% no

Victor L. Lund 21% no

Anthony L. Coehlo 21% no

Marcus A. Watts (Lead Ind. Director) 57% no

Ummmmmmmmmm?

The Company and its directors take the shareholder concerns expressed in the vote seriously. The Nominating and Corporate Governance Committee of the Board will carefully consider the failure to meet the majority vote requirement through the process set forth in Section 3.4 of the Company’s Corporate Governance Guidelines. The Committee will make a recommendation to the Board regarding any action to be taken in relation to its findings. The Board will act on the Committee’s recommendation and publicly disclose its determination following completion of its review.

Limit Liability of Officers (Exculpation) 52% no

CORPAY

Annabelle Bexiga 24% no

Thomas M. Hagerty 26%

Steven T. Stull 28% no

Hala G. Moddelmog 31% no

Joseph W. Farrelly 39% no

SOUTHWEST AIRLINES

Nom Committee chair Christopher P. Reynolds 39% no

Other stuff

DT Midstream: The stockholder proposal as set forth in the Proxy was not properly presented for a vote because the proponent failed to present the proposal personally or through a qualified representative at the Annual Meeting. If the stockholder proposal had been properly presented, the proposal would not have been approved by the Stockholders, with the votes shown 30% yes

NVR: Shareholder proposal to reduce the ownership threshold required to call a special meeting. The shareholder proposal as set forth in the proxy statement for the Annual Meeting was not properly presented for a vote because the proponent failed to present the proposal personally or through a qualified representative at the Annual Meeting. If the shareholder proposal had been properly presented, the proposal would not have been approved by the Company's shareholders; disclose greenhouse gas emissions 47% yes

RB GLOBAL: Requiring All Shareholder Meetings Be Held in Hybrid Format 35% yes

Both in-person and virtual meetings

UNITED PARCEL SERVICE (UPS): Reduce the Voting Power of Class A Stock from 10 Votes Per Share to One Vote Per Share 40% yes;

Upcoming Annual Shareholder Meetings: May 17-23 2026

May 18

Valley National Bancorp (VLY) Virtual ~$4B 3/0

Vishay Intertechnology (VSH) Virtual ~$3B 3/0

May 19

JPMorgan Chase & Co. (JPM) Virtual ~$870B 3/4

PayPal Holdings, Inc. (PYPL) Virtual ~$70B 4/2

Burlington Stores, Inc. (BURL) Virtual ~$17B 3/1

Verisk Analytics, Inc. (VRSK) Virtual ~$40B 3/0

Zebra Technologies (ZBRA) Virtual ~$15B 3/0

Permian Resources (PR) In-Person ~$13B 5/0

May 20

BlackRock, Inc. (BLK) Virtual ~$140B 3/2

Northrop Grumman (NOC) Virtual ~$75B 3/2

Zoetis Inc. (ZTS) Virtual ~$80B 3/0

EOG Resources, Inc. (EOG) Virtual ~$75B 3/0

GE Vernova Inc. (GEV) Virtual ~$55B 3/1

S&P Global (SPGI) Virtual ~$160B 3/0

May 21

Leggett & Platt (LEG) Virtual ~$2B 4/0

IDACORP, Inc. (IDA) Virtual ~$5B 3/0

The Home Depot (HD) Virtual ~$350B 3/2

Harley-Davidson (HOG) Virtual ~$5B 4/0

May 22

Honeywell International (HON) Virtual ~$140B 3/1

The Allstate Corp (ALL) Virtual ~$50B 3/1

Apple Hospitality (APLE) In-Person ~$3.5B 3/0

<THE BIG VOTE BUMPER>

THE BIG VOTE

AGM Date: May, 2026: Virtual

2026 Proxy

2025 Proxy

2025 Voting results

2024 Voting results

General Observations

Ownership

Institutional voting power

Vanguard %

BlackRock %

Fidelity %

Performance outliers:

Overall:

EBITDA .

.

Carbon .

.

TSR .

.

Controversies .

.

Board stuff

Committees

Audit (a)

Human Resources (c)

Governance & Nominating (n)

Finance (f)

Risk (r)

FFA Skills (Non-Executive DIrectors)

Economics and Accounting 23%

Mechanical 15%

Building and Construction 5%

Public Safety and Security 5%

Proxy Skills

Gender Power Gap -%

Other

DIRECTORS

Steven D. Black 73/2020/m fnc 10%

Lead Independent Director; Former Co-CEO, Bregal Investments; former Vice Chair JPMorgan

Prior Public Company Directorships: The Bank of New York Mellon Corporation; Nasdaq, Inc. 

Votes Against Last AGM: 3% no

SAY ON PAY

% NO 2025

CEO Pay Ratio :1

      

SHPs

Matt

OVERVIEW

First some high level view of the four companies we’ll cover - BLK, JPM, Northrop, Home Depot

Four lead independent directors - tenures of 26 (BLK, Gerber), 22 (JPM, Burke), 17 (Northrup, Kleiner), and 26 (Home Depot, Brenneman)

CEO tenures of 28 (BLK, Fink), 22 (JPM, Dimon), 7 (Northrup, Warden), 4 (Home Depot, Decker)

All four >30% women on board, biggest power gap at JPM (-17%)

Northrop knowledge is shit

Retail - Winston Bed Bath Beyond, Ross at Avon, Fudge at Kraft/General Mills, Schoewe at Walmart, Abney at UPS, LID Kleiner was from Hilton

Military - Grady, Roughead, Welsh

Krishna (IBM CEO) and Brown sit on IBM board together

What is that?  Are they selling weapons and military devices retail?

Zero AI (Krishna closest, engineering and IBM does AI stuff), zero industrial production, zero public safety

Lowest core knowledge of the group - 17% of the board has any overlapping core knowledge at all

All four have >50% of directors connected

Whopping 771 connections in our DB for the 4 companies

All four have >50% board current or ex CEOs

All four have >50% board for whom this role is most prestigious, pays them the most for any board slots, and the current CEO picked them for the board

Only the JPM board have directors batting over 570 for TSR - everyone else below

42 of the 55 directors are below 500 for TSR

13 of BLK’s 19 directors bat below 400 on TSR

17 of BLK’s 19 directors bat less than 400 and average 385 for TSR at the company itself - they’ve given you nothing

The “Business Roundtable” Board

CEOs on boards

The presence of CEOs on the board (current or ex) for US large caps is pretty steady over the last four years - average US large cap board is 68% current or ex-CEOs today

CEOs often don’t take public board slots - of the 1,079 US large cap CEOs (including co-CEOs), only 359 are on other boards (34%) - 

We know anecdotally from reports from board placement agents, though, that CEOs are involved in selecting directors - directors aren’t chosen strictly by the board, they are run through CEOs

When the CEO is chair, it’s reasonable to assume this is even more the case

So if CEOs are familiar with the directors before adding them, but not necessarily from other boards, from where?

Trade associations, non profits, college trusteeships

Overall, there are 928 connections that run through the Business Roundtable board - all members are CEOs - which is dwarfed by the 1,452 connections through the Partnership for New York City, a non profit with 300 CEOs on it

Incidentally, most of the anti-Mamdani crew are on the board, like Stephen Schwarzman and Jamie Dimon

For the four companies this week, a majority of connections for all of them run through the BR:

THE BUSINESS ROUNDTABLE INC 213

CATALYST INC 159

The Partnership for New York City Inc 146

THE BUSINESS COUNCIL INC 139

First company to show up is IBM with 59 routes through them

Why it matters?

Independence

Groupthink

When everyone on your board basically exists in the same echochamber, do you expect different decisions at different companies or herd movement?

55 directors on the 4 boards, 31 have connections back to other directors

Of those 31, 8 have connections TO THE OTHER 3 BOARDS THIS WEEK - of these 4 companies we chose at random (large cap US), 15% of directors up for election have connections to at least one of the other boards

Phebe Novakovic

Kathy Warden

Virginia Rometty

Alex Gorsky

James Dimon

Mark Weinberger

Arvind Krishna

William Ford 

Where this really matters: BLK and JPM

Blackrock OWNS the largest stake in most companies in the US, JPM is a massive asset owner

A director like Hans Vestberg, who was CEO of Verizon, sits on Blackrock, his owner’s, board, or Phebe Novokovic. CEO of General Dynamics, sits on JPM

Novakovic, Rometty, Gorsky, Dimon, Weinberger - all have cross pollination at other boards, are paths to Home Depot, BLK, Northrop, all on JPM

An upcoming paper from bram van der Kroft and his team at MIT now shows the cost of that:

Asset managers with owned company executives sitting on their boards have abnormal voting patterns in favor of management at those companies

Those management favorable voting conditions persist even after that director leaves the asset manager board

The addition of those executives is tied to getting the pension business of the company - the estimate he showed me was several million dollars in fees worth of value

This is a straight quid pro quo - put a company executive on your board whose business you want, vote with management all the time, land the fees, rotate and repeat

Voting

This week is a case study in the ineffectiveness of the US corporate board - it doesn’t matter if the company does well (JPM) or poorly (BLK), if the CEO is a big loud mouth (Dimon) or quiet (Warden), the board’s job isn’t to represent shareholder interests - it’s to represent a system or culture of self interests

The voting recommendation here is pretty simple: ask who represents you as a shareholder