This is Proxy Countdown. Welcome to the big show for the week of November 3, 2025 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown:Some mysterious director NO votesMore one-time retention awards for our CEO king and queensA dude wants to control Victoria’s SecretThe ongoing disappearance of shareholder proposalsMatt’s halloween director roundup<TRADE WIRE BUMPER>Trade Wire - BUY/SELLTop Stories:proxy countdown_trade wire_2025 - Google SheetsTracking Noteworthy 8-Ks since October 8th:DIrector comings and goings:Men added: Men subtracted: Women added: Women subtracted: Stick to 2FTransDigm Group INC (TDG) : appointed Michael Lisman and Peter PalmerDown to 2F:Down to 1F:Stupidities/Oddities:TEXTRON INC (TXT)appointed Lisa M. Atherton CEO/directorMs. Atherton will receive an annual base salary of $1.3M and target annual incentive compensation of 150% of her base salaryformer CEO Scott C. Donnelly will become Executive ChairmanMr. Donnelly will receive an annual base salary of $1.485M and target annual incentive compensation of 170% of his base salarythe Board approved an amendment to the Company’s amended and restated by-laws to accommodate the appointment of an Executive ChairmanF5, INC. (FFIV): CEO François Locoh-Donou will become Chair after 2026 AGMMr. Locoh-Donou will succeed current Chair, Alan J. Higginson, who, as previously announced, will be retiring after nearly 30 years as a Company director and 20 years as the Company’s Chair.Michael Montoya resigned as director but then Michael Montoya appointed CTOIn October 2025, F5 disclosed a security incident involving a nation-state threat actor who gained long-term, persistent access to its product development and knowledge management systems, exfiltrating some BIG-IP source code and vulnerability information.Toast, Inc. (TOST): appointed Anutthara Ramamurthy Bharadwaj, will hold office until the 2028 annual meetingCLOVER HEALTH INVESTMENTS, CORP. /DE (CLOV): Chelsea Clinton resignedCNA FINANCIAL CORP (CNA)Dino E. Robusto’s tenure as Executive Chairman will end on December 31, 2025CEO Douglas M. Worman will become ChairTEXAS INSTRUMENTS INC (TXN)Richard K. Templeton resigning as executive chairmanCEO Haviv Ilan appointed as executive chairman‍ ‍NEOsCEOsMoneyCITIGROUP INC: CEO Jane Fraser: one-time retention award; one-time RSU equity award of $25M and 1.055M options to CEOMP Materials Corp. / DE (MP): one-time grant of restricted stock units with performance conditions to NEOs: total $28MVERIZON COMMUNICATIONS INC (VZ): $70m golden hello to new CEO Dan Schulman<PROXY CAGE MATCH BUMPER>PROXY CAGE MATCHBBRC International, which owns a nearly 13% stake in Victoria’s Secret, delivered a letter to the Victoria’s Secret’s board of directors this week calling for the removal of Chair Donna James and asking for a board seat.Pushing Brett Blundy, who runs BBRCJames, the company’s chair, served on the board of L Brands—Victoria’s Secret’s previous parent company—for nearly two decades before the 2021 spinout.“By any measure, she is an ‘over-tenured’ director with a ‘stale perspective’ that lacks objectivity regarding the company’s operations,” Blundy wrote in the letter this week.American Electric Power (2022-2025) and Hartford Financial (2021-)Directors who all serve on 2 other boards: Irene Chang Britt, Sarah Davis, Jacqueline Hernandez, Lauren Peters <VOTE RESULTS BUMPER>VOTE RESULTS TABLE SANFILIPPO JOHN B & SON INC (JBSS)common directors: Pamela Forbes Lieberman 43% NO; Mercedes Romero 51% NO; Ellen C. Taaffe 44% NO“The Board of Directors recommends a FOR vote for Pamela Forbes Lieberman, Mercedes Romero and Ellen C. Taaffe”Common stock holders: BlackRock/Thrivent Financial for Lutherans/Vanguard Group combined 33.6%class A directors (5 Sanfilippo and 2 Valentine) 100% YES10 votes per shareSanfilippo/Valentine hold combined 74% voting power and 100% of Class A shares“Gender and Diversity: Common Stock Director nominees are all female. Together with the Common Stock Directors, 40% of our Board is female”1 of 7 Sanfilippo/Valentines is a womanStock was $125 in 2023, currently $68James River Group Holdings, Ltd. (JRVR)99% avg YES37% NO Pay3% NO last yearCEO: $11k less in 2024 (from $2.72M to 2.71M)Other 4 NEOs got total cash retention award of `$1.9M, but the decision was made in last year’s proxySOCIETY PASS INCORPORATED. (SOPA)Loic Gautier 99% NO; After the Annual Meeting, Loic Gautier resignedall other directors 99% yesOnly thing different about Luic in proxy: “Non-independent Director”Vote was October 21: After the Annual Meeting, Loic Gautier resigned as a director of the Company, effective immediately. Loic Gautier’s resignation was not as a result of any disagreement with the Board or the Company.On October 24, 2025, Society Pass Incorporated announced the resignation of Loic Gautier from its Board of Directors, effective immediately. The resignation was not due to any disagreement with the Board or the Company.VALUE LINE INC (VALU): Stephen P. Davis: 95% NOSeems to still be on board: “Each candidate shall be elected by a plurality of the votes cast”Retired Deputy Commissioner, New York City Police Department99% YES last year“On October 7, 2025, Value Line, Inc. held its annual shareholders meeting to elect directors. The voting results, as reported by American Stock Transfer & Trust Company, LLC, confirmed the election of several directors, with Howard A. Brecher, Mary Bernstein, and Glenn J. Muenzer receiving significant support, while Stephen P. Davis received notably fewer votes in favor.”Next lowest was 3% NOMawson Infrastructure Group Inc. (MIGI): 62% NO all 3 directors: Ryan Costello, Steven Soles and Kathryn Yingling Schellenger were elected, by a plurality of the votes castStock was $99 in 2022, currently $0.95Innovative Eyewear Inc (LUCY, LUCYW): voted not to reinstate the voting rights acquired by Vladimir Galkin, Angelica Galkin, and the Galkin Revocable Trust: 76% NORecorded 72 meetings since October 8th:TWO SHPsCINTAS CORP (CTAS)call for a special shareholder meeting 45% YESPROCTER & GAMBLE Co (PG)plastic packaging 14% YES<THE BIG VOTE BUMPER>THE BIG VOTE PICKSDAMIONUpcoming Meetings November 10-AGM DateCompanySHPs #Notes11/11/25IDT Corp011/12/25Jack Henry & Associates1Call special meeting11/12/25Viavi Solutions011/12/25Adtalem Global Education011/12/25Extreme Networks011/12/25BGC Group011/12/25Automatic Data Processing011/13/25Estee Lauder011/13/25Axos Financial011/13/25Coherent Corp011/13/25Broadridge Financial Solutions011/13/25Tapestry011/14/25Fox Corporation2Improve executive compensation program AND simple majority vote11/14/25Sysco1Separate CEO/ChairMattZOMBIESDirectors with <50% FOR votes in 2024 who stayed on the board anywayBecause the undead can’t be killed2024 Update:Building a multi year zombie boardInvestors voted OUT directors at AO Smith and Boston Beer Company in 2024, both of which kept their directors, but as classified boards now they just have DIFFERENT directors voted outAO Smith’s Michael Larsen, 39.6% FORBoston Beer’s Meghan Joyce 49.7% FOR2025: Which boards have the highest zombie influence?22 zombies in the US - 26 global when you count 4 in Puerto RicoAlmost all are either classified boards, plurality voting, or have some other strange control mechanism - only two big ones really worth mentioningNetflixJay Hoag, 21.5% FOR, 6% influenceSecond time he’s been voted out this decadeOn June 22, 2025, the Board rejected Mr. Hoag’s resignation. The Board, consistent with the Nominating and Governance Committee’s recommendation, determined that Mr. Hoag’s continued service as a member of the Board is in the best interests of the Company and its stockholdersWe believe that Mr. Hoag did not receive a majority of votes cast in his election to the Board because he attended less than 75% of the meetings of his total board and committee meetings in 2024. Upon the recommendation of the Nominating and Governance Committee to reject Mr. Hoag’s offer of resignation, the Board determined that his absences in 2024 did not indicate a lack of commitment to his duties, noting that Mr. Hoag possesses an otherwise exemplary attendance recordTripadvisorGreg Maffei, 30.7%, 9% influenceJeremy Phillips, 43.2%, 5% influenceThrough the magic of plurality voting, all you need is ONE vote and you’re in!  Congrats to Maffei and Phillips who investors hate but can’t get rid of!Fun fact: in the 2024 vote, you’ll never guess who was on the board - Netflix zombie Jay Hoag!KRAKENSCurrent directors with the most discrete 2nd degree connections in our database to other current directorsUS director only for thisThis year includes non profit connections, now Krakens have even longer tentaclesTOP DIRECTORS:Patricia RussoActively connected to 29 other current directors in first or second degreesBoards of…GMMerckHPKKRMark Weinberger25 connectionsBoards of…J&JJPMMetlifeAlex Gorsky22 connectionsBoards of…AppleIBMJPMMost over the top Kraken duosPat Russo (29) and Wes Bush (20), both on the GM boardConnected via 5 different paths through - Just Capital Foundation, Business Roundtable, Northrop Grumman, Greater Washington Partnership, Merck, and KKRMark Weinberger sits between them in two of their pathsAlex Gorsky (22) and Mark Weinberger (25), both on JPM boardBusiness Roundtable and J&J, where Gorsky was CEO, are throughputsCorporate KrakensCompanies with directors who have the most discrete tentacles - ignoring the Dolans/MSG because it’s all controlled and they sit on dozens of boards togetherIBM - 125 total tentaclesGM - 125 tentaclesJPM - 112 tentaclesMerck - 110 Chevron - 103DOW - 97Northrop - 93Target - 92MUMMIESDirectors that aren’t family, founder, insider, CEO, controlling shareholder, or executives with tenure >20 years and less than 10% influence in the USJust wrap them up and put them in the cornerThere are 255 of them actively on boards35 of them are lead “independent” directors!Just absorb that - these are directors with less than 10% influence, no founder/family/control problem, been there more than 20 YEARS, and still are pointless!  MORE THAN 10% OF MUMMIES ARE LEAD DIRECTORS!Here are my top 5 favorite mummies that investors keep covering in desiccant year after year with FOR votes:Steve Odland, General Mills, 2% influenceCEO of the conference board who put out pieces about governance regularly, including on the “pressures of directors on succession planning” and how “nearly all senior executives are calling for board refreshment”Steve… is the irony not, like… a LITTLE obvious for a guy who’s been on the board of General Mills since the year the iPod Mini was launched? (21 year tenure)Simon Lorne, Teledyne, 3.8% influence79 years old, he joined the board the year Victor Wembanyama was born (21 years ago)Ex Munger Tolles lawyerBill Grabe, Gartner, 8% influence86 years old!, on the board since the same year Kurt Cobain married Courtney Love (32 years ago)Ex IBM, chairs the Nom committee - which explains why the average tenure of directors at Gartner is 13 years - with five directors out of 11 at 15 or more yearsWhen Steve Pagliuca joined the board 15 years ago, Grabe was 71 years youngGartner is an expert network currently pushing AI expertise… from… an 86 year old… Bill Miller, Cummins, 9.9% influence68 years old, on the board since the same year Bill & Ted’s Excellent Adventure was released (36 years) - and he definitely saw it, he was 32 at the timeChairs Comp committeePresident of the Wallace Foundation since 2011, previously on boards of mutual fundsShouldn’t we NOT store our mummies in the comp committee?VAMPIRESDirectors that perform under .250 for both earnings AND TSR with greater than 10 year tenure and over 75 years oldAncient AND blood suckingWe lost some vampires last year to retirement and/or mergers, but don’t worry, we have 6 this year with only ONE repeat - here’s the top three:Colm Barrington, 79 year old director at Willis Lease (US) and Fly Leasing (Ireland)Wolfgang Porsche at VW and Porsche - the 82 year old has 20% influence and bats in the bottom quartile for both TSR and earnings - and the company is named after himPo Chu U repeats - 99 year old woman who is dictator at Lai Sun Development in HK, her son is also on the boardI can’t be mad at a 99 year old woman, even if they provide no shareholder value and suck the blood out of their companyFRANKENSTEINDirectors with <50% FOR votes in 2023, stayed on the board as a zombie, and got >50% FOR votes in 2024Every good zombie movie ends with the zombies winning?TG Therapeutics had 3 directors fail the vote last year to pass this year:Daniel Hume: 58.9% FORSagar Lonial: 54.1% FORYann Echelard: 58.6% FORBut my favorite this year…Veeva Systems’s Paul Sekhri2024 vote: 48.8% FOR - voted OUT“Mr. Sekhri tendered his conditional resignation as a director for consideration by the Nominating and Governance Committee (the “Committee”) of the Board of Directors of Veeva (the “Board”) and for the ultimate decision of the Board. The disinterested members of the Committee recommended, after due consideration, that the Board should not accept Mr. Sekhri’s tendered resignation.”2025 vote: 94% FOR - everyone loves that guy!That’s the Proxy Countdown for the week of November 3, 2025. 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

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