Trade Wire
Top Stories:
127 Filings since June 26th
The headlines
New CARPENTER TECHNOLOGY CEO/director Brian J. Malloy passed away just three weeks after he became CEO: former CEO/Chair Tony Thene became CEO/chair
Cracker Barrel CEO Julie Masino is out after MAGA backlash to "Uncle Herschel" logo change
$4.6M severance
Cracker Barrel names David Deno CEO
Burger King
Yum! Brands and Pizza Hut
Quiznos
Best Buy
Bloomin' Brands (Outback Steakhouse)
Panera Brands (2024-): Audit Committee Chair
Krispy Kreme (2016-)
Bloomin' Brands (2019–2024)
Peet's Coffee (2006-2012)
Macalester College: Former Chair of the Board of Trustees (1998-2022).
At COPART, CEO Jeff Liaw to step down, Jay Adair to return
CEO Jeff Liaw is resigning from the board and company.
Executive Chairman Jay Adair to boomerang back as CEO.
The board has a Chair (founder Willis Johnson 40%) AND an Executive Chair: Willis’ son-in-law and co-founder and boomerang CEO Jay Adair 38%
Snowflake: CEO Performance Award for Sridhar Ramaswamy worth up to $100B
Speaking of Stupid money…
FASTENAL: appointed new CEO Jeffery M. Watts to the board: will receive an annual cash retainer of $50,000 for his service as an employee director
Snowflake: CEO Performance Award for Sridhar Ramaswamy worth up to $100B
FRANKLIN RESOURCES: one-time special $15M retention equity awards to 4 NEOs, including CEO Jennifer M. Johnson
Chief Commercial Officer Daniel Gamba, Head of Public Market Investments Terrence J. Murphy, and CFO/COO Matthew Nicholls
Archer-Daniels-Midland: $19M golden hello ($2.2M cash) to new COO Jeff Rowe
L3HARRIS TECHNOLOGIES: special one-time equity awards to 3 NEOs
CFO Kenneth Sharp ($5M), President, Missile Solutions Kenneth Bedingfield ($10M), and President, Space & Mission Systems and Communications & Spectrum Dominance Samir Mehta, President, Space & Mission Systems and Communications & Spectrum Dominance ($10M)
FEDEX: established a one-time special cash bonus pool for eligible managing directors and above, approximately 1,100 employees
CEO Rajesh Subramaniam $1.9M and Brie A. Carere $850k
Board to C-Suite
Ulta Beauty: Kelly E. Garcia will transition director to Chief Technology Officer
The leadership boondoggle:
American Healthcare REIT: CEO Danny Prosky resigned, stayed on board
Jeffrey Hanson new CEO, will continue to serve as Chair
appointed Scott A. Estes as Lead Independent Director
PROCTER & GAMBLE: Executive Chair Jon R. Moeller resigned from board and company
CEO Shailesh G. Jejurikar becomes Chair
reappointed Joseph Jimenez as independent Lead Director
ENTEGRIS: Executive Chair Bertrand Loy resigned from company and board
Lead Independent Director James F. Gentilcore becomes Chair
appointed CEO Robert A. Bruggeworth to board
Down to 2F
Female adds: 9; Male adds 43; Female subtractions 4; Male subtractions 15
Women accounted for 17.3% of all additions (9 out of 52) and 21.1% of all departures
net addition of +5 female directors
Men accounted for 82.7% of additions (43 out of 52) and 78.9% of departures
net addition of +28 male directors
Down to 2: PAYCHEX: Kara Wilson resigning
Down to 1: Natera: Monica Bertagnolli resigned
Dedicated to oncology, women's health, and organ health.
Stay to 2 with female influence boost: Kohl’s Appoints Wendy Arlin as Chair of the Board
Currently only 2: Robbin Mitchell (7%) and Wendy Arlin (1%)
John Schlifske (27%) stepping down
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
Activist investors in the U.S. must disclose the identities of their clients in regulatory filings
In a surprise to many, the SEC updates to Schedule 13D and proxy rules will force hedge funds to disclose campaign financing—information they have long kept secret. Target companies welcome the change, arguing that campaign transparency is essential for evaluating activist motives and mounting board defenses.
Nano Dimension and activist investor Murchison reached an agreement where CEO and director Dave Stehlin, board chair Robert Pons, and directors Joshua Rosensweig and Andrew Sriubas have all resigned
In turn, Nano appointed three new directors to the board, including Moshe Rozenbaum, Eliezer Eli Tarlow and Paul Fruchthandler.
Activist investor Saba failed in its attempt to overhaul the board of Workspace Group
Saba, which owns about 21% of shares, was trying to oust all six non-executive directors (3M/3F) to be replaced by 6 dudes: Nick Shattock, Andrew Sim, Richard Starr and Gregory Attwood, Gautam Garg and Simon Hampton
Results: between 60% to 68% yes
When shareholder activists attack a company, its rivals may feel the heat too and change their ways
Research from the College of Charleston: shareholder activism can create what our team of business school professors calls “collateral impact”: a domino effect in which pressure on one company changes what its competitors are doing.
found that when one company changes course in response to activist pressure, its competitors frequently follow suit – even when activists have not targeted them directly.
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
Since June 26th
27 meetings at large market caps
7 total SHPs from 4 companies:
Top story
2 Victories
Nvidia: simple majority voting 87% yes
Snowflake: Majority Vote for Director Elections 65% yes
Hate
Nvidia
faith-based groups 0.86% yes
anti-DEI report 0.60% yes
Most:
Nvidia 4
Other
KROGER: GHG emissions 17% yes
Booz Allen Hamilton: 28% yes Act by Written Consent
Nvidia: scope 3 ghg emissions 17% yes
Say on Pay
Snowflake Inc. (SNOW): pay 56% no
classified: Sridhar Ramaswamy 21% no; Teresa Briggs 31% no; Mark D. McLaughlin 40% no
70% said no in 2025
Rivian Automotive: pay 33% no
$402M for CEO RObert Scaringe
Directors
As usual, classified stuff:
BridgeBio Pharma: classified: Hannah Valantine 20% no
StandardAero: classified: 15% avg no
Rivian Automotive: classified: Karen Boone 19% no; Aidan Gomez 8% no
Cloudflare: classified: Karim Lakhani 20% no;
Snowflake: classified: Sridhar Ramaswamy 21% no; Teresa Briggs 31% no; Mark D. McLaughlin 40% no
MongoDB: classified: Dwight Merriman 20% no; Archana Agrawal 21% no; Hope Cochran 28% no
WM TECHNOLOGY: classified: 24% no
Other stuff
Dell Technologies: Dexit 97% yes
WM TECHNOLOGY
classified: 24% no
pay 24% no
Charter Amendment to Declassify Board 90% yes (failed)
auditor 17% no
Upcoming Annual Shareholder Meetings
Friday, July 31, 2026
Cirrus Logic, Inc.CRUS~$6.75 Billion
Wednesday, August 5, 2026
Flex Ltd.FLEX~$35.58 Billion
Allegro MicroSystems, Inc. ALGM ~$9.3 Billion
Thursday, August 6, 2026
Albertsons Companies, Inc.ACI~$5.41 Billion
CorVel CorporationCRVL~$3.17 Billion
Tuesday, August 11, 2026
Qorvo, Inc.QRVO~$7.7 Billion
Wednesday, August 12, 2026
The J. M. Smucker CompanySJM~$13.56 Billion
Monday, August 17, 2026
Pagaya Technologies Ltd.PGY~$1.1 Billion
Tuesday, August 18, 2026
Microchip Technology IncorporatedMCHP~$45.20 Billion
Thursday, August 20, 2026
James Hardie Industries plcJHX~$15.19 Billion
Tuesday, August 25, 2026
Helen of Troy LimitedHELE~$1.2 Billion
Wednesday, August 26, 2026
Dynatrace, Inc.DT~$14.20 Billion
<THE BIG VOTE BUMPER>
THE BIG VOTE
Matt
TWO QUESTIONS FIRST:
Universal Safety Products
Trump Media
Cracker Barrel CEO Stepping Down After Logo Controversy, Activist Pressure
CEOs in the Hotseat
Criteria:
Not dual class or founder board
CEO is less than 30% influence
Gap between CEO influence and highest non executive board member is less than 10%
Board is low deference or independent
Board is highly interconnected
Average boards ever of non executive directors is >=2
Company performance <33rd percentile
Bonus:
At least 1 director has core industry knowledge
CEO pay was normal or mildly atypical
>50% board does not have connections in common with the CEO
Token vulnerability:
CEO is a woman
CEO is black or hispanic
Summary
10,458 CEOs in our database
6,311 CEOs with less than 30% influence
Fully 2,249 companies have CEOs with obvious vulnerabilities
CEO on board with family/founders
CEO on board with exec chair
67 in the top hit list
Notable CEO hotseats:
UPS - Carol Thome become CEO in 2020 AFTER being on the board since 2003
She has low influence gap to next independent director, the board is HUGELY connected - but not to her friends - she has a 23 year tenure on the board (plenty of time to make it work) and a bottom quartile TSR at the company vs peers in the last 3 years… plus, she’s a lady on a board full of people with core knowledge of the sector
We know it works because 23 of the 67 have CEO tenures of <2 years (they just swapped CEOs because they were vulnerable)
Of those 23, 3 added female CEOs (Northland Power, SGS SA, Domino’s Pizza), so those are basically guaranteed glass cliffs - an unintended consequence of CEO vulnerability is after replacement, we have a marker for glass cliff-ism
Succession much?
That’s the Proxy Countdown for the week of July 27, 2026. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAids
