Director attendance, plus Jay Hoag’s big vote and activist dissonance at Penn, Victoria’s Secret

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The money

To keep working:

Named executive officers at Capital One Financial get a total $43M in time-based equity “in recognition of their ongoing and anticipated work relating to the integration of the Discover business with Capital One,” including a whopping $30M for CEO and Chair Richard D. Fairbank

To walk in the door:

Newly hired Roblox CFO Naveen Chopra gets $6M in cash, $28M in equity, $15,000 per month through August 31, 2026 for temporary housing, and $900K for relocation expenses.

Corpay’s new CFO Peter Walker gets $8.3M in equity and relocation expenses despite bailing on his last job at Instructure in less than two years. Is this like marrying the guy who was cheating on his wife when you started dating him?

To walk out the door:

Texas Roadhouse CFO D. Christopher Monroe is waving the white flag after less than 2 years at the job and still gets $1M.

And finally, we’re tracking new ways companies are Circumventing the alternative democracy:

International Flavors & Fragrances adds Virginia Drosos to the board as well as to 3 board committees only once month after their annual meeting in May

The Hartford Insurance Group “elected” Thomas Bartlett a month after their meeting and immediately appointed him to the Risk Management Committee and Audit Committee

And American Water Works Company didn’t even wait a month before increasing the size of the Board to nine members and appointing Raffiq Nathoo to the board and to the Audit, Finance and Risk Committee and the Safety, Environmental, Technology and Operations Committee of the Board.

<PROXY CAGE MATCH BUMPER>

PROXY CAGE MATCH

Penn Entertainment shareholders are getting conflicting messages from ISS and Glass Lewis on how to vote on activist investor HG Vora’s three dissident nominees: [Carlos Ruisanchez, Johnny Hartnett, and William Clifford to Penn’s board].

ISS and HG Vora are saying YES to all three while Penn and Glass Lewis are saying NO to former Penn CFO William Clifford (2001-2014).

Penn is also saying they shrunk their board from nine to eight directors so don’t even bother trying: it sounds like the courts will decide this one because Clifford is running unopposed and will certainly be getting at least one vote, which makes him the hypothetical winner for the ninth chair.

ISS said: “The board lacks an adequate level of direct gaming industry experience. It appears that this deficiency has hampered the board’s ability to effectively oversee management during the push into interactive … There is little evidence that the board has been able to hold management accountable, which suggests that a director who is not afraid to share a contrarian viewpoint may be a valuable addition.”

Glass Lewis said: “We believe certain aspects of Clifford’s profile may overlap with existing or anticipated members of the board … The board’s assertion that his background is not sufficiently differentiated — and its unanimous decision not to support him despite backing two other dissident nominees — raises questions as to whether he would bring distinctive value at this time.”

Penn said: during Clifford’s time as CFO he argued against the introduction of a loyalty program, which later became a lucrative addition to Penn’s business. And that “during his interviews with PENN’s Nominating and Corporate Governance Committee, Mr. Clifford demonstrated antiquated views of a rapidly changing industry, and the same posture of resistance to exploring value-generating solutions.” 

Activist investor BBRC Worldwide, which controls 13% of Victoria’s Secret, is yelling at the company’s board for “failing to adequately demonstrate meaningful accountability despite clear evidence of boardroom lapses.”

BBRC is specifically targeting insufficient board independence and excessive chair tenure, namely Donna James’ 20 years as board chair: “Rather than waiting for stockholders to force change through a proxy contest, shouldn’t the Board proactively address the governance red flags that Ms. James’s tenure represents by committing to removing her as Chair immediately and refreshing the Board?”

BBRC also addressed the recent cybersecurity incident that forced the company to take down its website for several days and ultimately resulted in a delay to first quarter results, an event that BBRC said “may have been preventable with proper precautions.”

“The Audit Committee has been delegated primary responsibility for the Board’s oversight of cybersecurity and related risks.”

Sarah Davis*: no cybersecurity expertise

Donna James: no cybersecurity expertise

Irene Chang Britt: no cybersecurity expertise

Lauren Peters: “Cybersecurity Oversight” skill (former CFO at Foot Locker (2011-2021); only director with this skill listed 

<VOTE RESULTS BUMPER>

VOTE RESULTS TABLE 

Here are the highlights from 41 large-cap annual meetings over the past week:

21 total SHPs: but from only 10 companies, meaning 31 meetings had zero SHPs

57% (12) came from Walmart (7; highest YES 7%; lowest 0.37%) and Netflix (5)

25 of 41: zero shareholder proposals and zero shareholder dissent.

Only 2 wins overall:

Simple Majority Voting: HUBSPOT INC (51%)

NETFLIX: 78% NO Jay Hoag

4 “moral” victories (over 30%): 

Say on Pay

ANTERO RESOURCES Corp (30% NO)

DEVON ENERGY CORP/DE (35% NO)

PayPal Holdings, Inc. (34% NO Equity Incentive Plan)

Shareholders ability to call a special meeting

NETFLIX: 42% YES for a call a special meeting proposal that was called"Proposal that Won 45% NFLX Shareholder Support"; 0.45% YES Affirmative Action Risks

Say NO to Racist Shit

A blatantly racist Affirmative Action Risks SHP at Netflix filed by the National Center for Public Policy Research garnered 0.45% support

The shareholder disconnects:

DEVON ENERGY: lowest NO 6% Mosbacher; 35% NO on Pay

call special meeting: PayPal (44% YES) vs. DEVON ENERGY (8% YES)

The shareholder connects?

ANTERO RESOURCES: 30% NO Pay

30% NO Lead Director/Nomination Committee chair Benjamin A. Hardesty

24% NO Pay Committee Chair Robert J. Clark

ESG Committee Chair Vicky Sutil 1% NO

 (classified)

The directors : 7 over 20%

NETFLIX: 78% NO Jay Hoag

Expedia Group: 23% NO Craig Jacobson

CG Oncology: 44% NO James J. Mulé (classified)

PROCORE TECHNOLOGIES: 24% NO Brian Feinstein (classified)

ANTERO RESOURCES: 30% NO Benjamin A. Hardesty; 24% NO Robert J. Clark (classified)

MP Materials: Connie K. Duckworth 24% NO; Maryanne R. Lavan 19% NO; General (Retired) Richard B. Myers 19% NO (Classified)

Reddit: Sarah Farrell 99.93%

The oddities:

The oddities:

Netflix

Jay Hoag (1999-; 2 years after Reed Hastings)

“The Board held four meetings during 2024. Each Board member attended at least 75% of the aggregate of the total number of Board meetings and meetings of the Board committees, other than Jay Hoag who attended 50%.”

The Board held four meetings during 2024

The Nominating and Governance Committee of the Board consists of four non-employee directors, Messrs. Hoag (Chair)

Each member attended all the Nominating and Governance Committee meetings held in 2024, other than Mr. Hoag who did not attend one meeting.

The Nominating and Governance Committee met two times in 2024.

Currently holds $451M in Netflix stock

Prior votes:

2024: 9% NO

2023: 23% NO

2023: overboarded: Jay Hoag is also a director at Zillow Group, TCV Acquisition, TripAdvisor and Peloton

71% NO on Pay

2022: N/A

MGMT proposal to declassify the board 99.6% YES

MGMT proposal to eliminate supermajority voting provisions 99.6% YES

73% NO on Pay

SHP Lobbying Activity Report 60% YES

SHP simple majority vote 58% YES

2021: N/A

SHP political disclosures 80% YES

SHP simple majority vote 90% YES

2020: 55% NO

2020: simple majority vote: “This proposal won more than 80% su