PROXY COUNTDOWN
In the style of ESPN, The Proxy Countdown is an American pre-game show broadcast by Free Float as part of the company's coverage of the the executives and directors who control the corporate world. The show spotlights important CEO transitions, features contentious boardroom battles, and highlights shareholder votes at the alternative democracy of annual corporate shareholder meetings. Because unlike athletes, investors can get in the game.
Latest Episodes
This is Proxy Countdown. Welcome to the big show for the week of May 25, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:
BP Ousts a Bully
No foosball tables for the new CFO at Amgen
An activist investor calls a board “lazy”
Welltower investors decide they hate the NEOs’ $1.5B in equity awards
And on the Big Vote, Matt talks Walmart
Trade Wire
Top Stories:
88 Filings since May 14th
The headlines
BP ousts chair over ‘serious’ governance, oversight concerns
The oil giant’s board removed Albert Manifold from his roles as chair and director this week, effective immediately. He faced a contingent of investor opposition at BP’s recent annual meeting.
Ousted BP Chair Hits Back at ‘Lies’ About His Conduct
Albert Manifold was abruptly fired by the oil major this week amid concerns about bullying behavior
TYSON FOODS lead independent director Jeffrey K. Schomburger will become CEO, replacing
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
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 dire
Trade Wire
Top Stories:
Filings since April 24
The headlines
AMERICAN INTERNATIONAL GROUP, INC. (AIG) appointed Eric Andersen CEO/director, effective June 1, 2026, CEO Peter Zaffino becoming Executive Chair
Crane Co (CR): COO Alejandro (Alex) Alcala promoted to CEO/director, CEO/Chair Max Mitchell becomes Executive Chair
SOUTHERN COPPER CORP: former CEO passed away; appointed director Leonardo Contreras Lerdo de Tejada as CEO, will remain on board
We reported as Interim last week, is now permanent
Down to 2F
Stupid money
NVIDIA CORP (NVDA): new principal accounting officer $13M golden hello equity award
RESMED INC (RMD)
$3.5M golden hello to new CFO
Former CFO Brett Sandercock will become Special Advisor to CEO/Chair Mick Farrell through December 31, 2026, keeping his current compensation.
From January 1, 2027, through December 31, 2027, Mr. Sandercock will continue as Special Advisor to Mr. Farrell in a consulting role. During the consulting period he will remain eligible for continued
This is Proxy Countdown. Welcome to the big show for the week of April 20, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:
Tim Cook changes chairs at Apple
While Corrie Barry loses hers at Best Buy
Activist investors raise the Sackler Sucks flag at Ingles Markets
Shareholders love mergers but hate merger pay
And on the Big Vote, Matt looks at Charles Scharf and his boy band at Wells Fargo
Trade Wire
Top Stories:
30 Filings since April 16
The headlines
Apple Inc. (AAPL):
Tim Cook transitioning to Exec Chair
John Ternus promoted to CEO and director
Art Levinson, current Chair (2011-), will become Lead Independent Director
NETFLIX INC (NFLX): Chair Reed Hastings resigning as of 2026 AGM
SOUTHERN COPPER CORP/ (SCCO)
CEO Oscar Gonzalez Rocha passed away
appointed director Leonardo Contreras Lerdo de Tejada as interim CEO
BEST BUY CO INC (BBY)
A 100% increase in black female CEOs at Fortune 500 companies
The wild wild west of CFO transitions
Snap’s AI-branded mismanagement umbrella
Shareholder Proposals are becoming old-fashioned again
And on The Big Vote, Matt finally digs into wayward bandaids
Trade Wire
Top Stories:
30 Filings since April 8
The headlines
DOW INC. appointed Karen Carter as CEO, to succeed Jim Fitterling, who will remain as Executive Chair
Karen is only the 2nd black woman CEO in the Fortune 500 (Thasunda Brown Duckett at TIAA).
She was most recently COO where she had strategic oversight of Dow’s business operating segments – Packaging & Specialty Plastics, Industrial Intermediates & Infrastructure, and Performance Materials & Coatings – as well as the Research and Development, Environment, Health, Safety and Sustainability and Commercial organizations
Carter joined Dow in 1994 and previously served as Dow’s Chief Human Resources Officer and Chief Inclusion Officer
appointed new CEO Karen S. Carter to board on the same day as the AGM but she was not on the ballot
8 CFO transitions
FEDEX CORP: The Company will conduct a comprehensive internal and external search for a permanent successor
Trade Wire - BUY/SELL
TOP STORIES
proxy countdown_trade wire_2025 - Google Sheets: 44 Filings since March 31
THE HEADLINES
Jeff Shell, president and board director at Paramount Skydance, is stepping down after allegations of SEC violations
Shell came under scrutiny after gambler and whistleblower R.J. Cipriani filed a $150M lawsuit alleging Shell shared confidential information in violation of SEC rules.
Shell previously left his role as NBCUniversal CEO in 2023 after he admitted to having an “inappropriate relationship” with an employee.
The company said it did not find an SEC violation. Paramount added in a statement that the claims were “baseless” and said Shell is taking “forceful legal action.”
His future at Paramount has been in question since the company beat Netflix in a bidding war in February to acquire Warner Bros. Discovery The acquisition of WBD will bring in many new executives, and Shell, who was not involved in deal talks, didn’t have a defined role at a combined company, CNBC reported last month.
Yesterday, a Separation Agreement was announced: Shell will be getting approximately $16M:
$5M Cash Severance ($3.5M salary + $1.5M bonus)
$11M Equity Acceleration (1,000,000 shares @ $10.95=$10.95M)
12 months of COBRA benefits COBRA/Subsidies ~$30,000
According to the agreement: “The Executive shall not issue a press statement announcing about the separation without the advance approval of the Company” and “Nothing contained in this Agreement shall be deemed or construed as an admission of wrongdoing or liability on the part of the
Trade Wire - BUY/SELL
Top Stories:
proxy countdown_trade wire_2025 - Google Sheets
95 Filings since March 27
The headlines:
Air Canada CEO will retire this year after his English-only crash message was criticized
Michael Rousseau is stepping down following a massive public outcry after he delivered a condolence video almost entirely in English regarding a fatal plane crash that killed a French-speaking pilot.
Critics and politicians, including Quebec’s Premier, were outraged that Rousseau failed to fulfill a high-profile 2021 promise to learn French, viewing his English-only response to a tragedy as a sign of deep cultural disrespect.
Air Canada’s board has launched a global search for a successor and explicitly stated that fluency in both English and French is now a non-negotiable requirement for the next CEO.
The company clarified that while a "comprehensive internal development program" has been in place for two years, the recent controversy accelerated the timeline for his departure.
Rousseau will officially retire at the end of the third quarter (September 30, 2026), staying on until then to ensure a "seamless transition" and assist the board during the handover.
Air Canada CEO Michael Rousseau initially stated he did not intend to step down following backlash over an English-only video regarding a runway incident
Super Micro Computer, Inc. (SMCI)
indictment of three individuals associated with the Company in connection with an al
Thanks to Adam, Felix and the Tallen AV team. Thanks to the Council of Institutional Investors for having us, and hopefully we alienated just enough people to get invited back.
This is Proxy Countdown. Welcome to the big CII show for the week of March 9, 2026 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s very special CII-scented proxy countdown:
A peek into what we do and who we are: storytellers of ESG data and events backed by our exhaustive data set of director performance analytics covering 220,000 directors.
Trends we are following into the 2026 proxy season
Some dippy poll questions to keep you awake and hopefully lots of audience questions.
And on the Big Vote, Matt takes a deep caffeinated dive into Starbuck’s upcoming annual meeting
Matt intro
Trade Wire - BUY/SELL
Top Stories:
What’s the deal with conference food? Wait, that’s the wrong script.
Let’s start with a few small appetizers before we move on to our big trends of the year. In no particular order:
How about this half-win for Ethics at Luminar Technologies?
following a Code of Business Conduct and Ethics inquiry by the Audit Committee CEO and Chair Austin Russell and director Jun Hong Heng immediately resigned. However, the former CEO will remain on the Board AND be available to the incoming CEO on transition and technology matters.
How about this new version of a CEO Pay ratio?
Jabil’s former Executive Chair Mark Mondello, who just stepped down with a Consulting Agreement until 2028–we are seeing a lot these actually, con
Trade Wire - BUY/SELL
Top Stories:
proxy countdown_trade wire_2025 - Google Sheets
145 Filings since Feb 5
The headlines:
Epstein fallout
GOLDMAN SACHS GROUP INC (GS)
Kathryn H. Ruemmler has determined to retire from her roles as Chief Legal Officer and General Counsel
Epstein; filing says nothing
Hyatt Hotels Corp (H)
Executive Chair Thomas J. Pritzker resigned immediately as chair, but will serve the remainder of his term as a director (May 2026)
Epstein; not mentioned in press release
The 2007 Stockholders’ Agreement provides that shares of Class B common stock covered by the agreement will be voted consistent with the recommendation of the Company’s Board and that, at the time Mr. Pritzker is no longer the Executive Chairman of the Board, such voting provisions will terminate. As of the date hereof, 2,270,395 shares of Class B common stock or approximately 4.0% of the total voting power of the Company’s outstanding common stock were covered by the 2007 Stockholders’ Agreement, and the voting provisions of these shares of Class B common stock terminate as a result of the retirement of Mr. Pritzker from his position as Executive Chairman of the Board.
SYNOPSYS: Board’s decision not to renominate Luis Borgen and Dr. Ajei Gopal for re-election to the Board
WESTLAKE CORP (WLK): elected Bhavesh V. “Bob” Patel: Mr. Patel will serve as a Class III director until 2028 AGM
Walt Disney Co (DIS): exercised its right to terminate without cause the employment of Kristina K. Schake as Senior Executive Vice President and
Trade Wire - BUY/SELL
Top Stories:
proxy countdown_trade wire_2025 - Google Sheets
128 filings
The headlines:
PayPal stole HP’s CEO by promoting Chair Enrique Lores to CEO, replacing Alex Chriss; HP director Bruce Broussard appointed Interim CEO
Walt Disney: Parks Man Josh D’Amaro promoted to CEO; former CEO Bob Iger remains as director and Senior Advisor until 12/31/26
Walden gets golden hello again one-time equity award with $5.26M target value and $3.75M base salary (more than new CEO's $2.5M)
Gender Ratio: In this specific data set, approximately 75% of the new appointments are men, while 25% are women.
Meta Platforms, Inc. (META): $2M cash and $60M equity golden hello
appointed former director Dina Powell McCormick as Vice Chair and President
best known for having been the United States Deputy National Security Advisor for Strategy to President Donald Trump
Married to GOP senator Dave McCormick, former CEO of Bridgewater Associates
On the board of Robin Hood, a charitable organization which attempts to alleviate problems caused by poverty, along with Jeff Bezos's brother Mark, DJ D-Sol, and Emeritus Director Larry Fink, et al.
JABIL INC (JBL): Mark T. Mondello resigned Executive Chair; Consulting Agreement until January 22, 2028: will provide advisory and strategic services when requested for a monthly consulting fee of $145,833.00
Median employee: $12,144 144:1 consulting ratio “when requested”
Based on math of typical consulting a