Live from CII Spring Conference 2026: Bertram, sausage sandwiches, and Starbucks

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, consulting agreements that extend until the end of the rainbow–where he will provide advisory and strategic services when requested for a monthly consulting fee of $145,833 resulting in a Consulting Agreement pay ratio of 144:1

Got that? He will earn 144 times the Median employee ($12,144) when requested.

Dollar Tree added three directors to the board named Mike, Bill, and Tim. Considering they already have a Jeff, Dan, Tom, Paul, and Ned, it’s no surprise that the man with the lowest influence (6%) according to Free Float Analytics is a complicated fellow named Bertram. I knew that joke would fail

Fallout from the Epstein files included two high-profile exits: Goldman Sach’sChief Legal Officer Kathryn H. Ruemmler and Hyatt Hotels’ Executive Chair Thomas J. Pritzker. But how about this for a twist:

Despite numerous headlines, neither filing explicitly cited the reason for their departure: Goldman’s was incredibly terse, in fact probably the shortest filing statement I’ve seen in months: “Kathryn H. Ruemmler has determined to retire from her roles as Chief Legal Officer and General Counsel of The Goldman Sachs Group, Inc., effective June 30, 2026.”

And at Hyatt Hotels, whileThomas Pritzker resigned immediately as chair–that’s their words not mine–he will actually stay and serve the remainder of his term as a director until May.

The board of sandwich company Portillo’s each listed their favorite menu items in the company's proxy statement:

6 directors named sandwiches: an Italian Beef, dipped with Hot Peppers for CEO Michael Osanloo and a sycophantic Italian Beef with Hot Peppers and Cheddar for board Chair Michael Miles, Jr.

but Audit Committee chair Ann Bordelon went completely rogue and picked "chocolate cake.” At a sandwich company. But maybe chocolate cake is the accurate risk averse choice for an Audit Committee chair?

POLL: YES or NO: Will a director be voted out in an uncontested election this year for a reason OUTSIDE OF ATTENDANCE at a big US company?

And lastly at Netflix, where an astounding 79% of shareholders rejected the reelection of lead independent director Jay Hoag. This vote is no aberration: 55% voted NO in 2020, 49% voted NO in 2017, and 49.7% voted NO in 2014. Mind you, this is a classified board so he’s only up for election every 3 years. Despite this, the Netflix board turned on its Bose QuietComfort Ultra Bluetooth Noise-Canceling Headphones, rejected the will of shareholders, and said: “Mr. Hoag’s continued service as a member of the Board is in the best interests of … its stockholders.” Ouch.

Moving on to trends: One of the benefits of looking at 85 million 8-k filings every week is an ability to pick up on trends:

Director golden hellos are becoming more of a thing:

At Palo Alto Networks 2 new directors will each receive a golden hello equity grant worth $1M, in addition to their annual pay of about $400,000. That sounds like true independence.

But MicroStrategy really steals the show here: as they will now grant new directors a golden hello package consisting of $2M in equity.

Just 19 days after their last annual meeting, MicroStrategy snuck Peter L. Briger, Jr. onto the board and gave him a golden hello equity award valued at $2M. On top of that he is also due to receive about $500,000 in annual director compensation. All of this before shareholders even have a chance to learn how to pronounce his last name.

Speaking of Peter Briger, Jr. Said me, the only person ever to utter that phrase: our next trend is Circumventing democracy: companies being sneaky less than thirty days after their annual meetings. Matt has a fuller dataset but my favorites are when they get appointed to the board and multiple committees before anyone has time to say geshundeit:

22 days after their annual meeting, Uber appointed Nikesh Arora to the Board and then immediately appointed him to serve on the Nominating AND Compensation Committees.

International Flavors & Fragrances added Virginia Drosos to the board as well as to three board committees only one month after their annual meeting

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

Here’s the point: they had to know during the annual meeting that they were bringing a new director on? They purposefully didn't tell anyone. They could have said something. Anything. Like, we’re interviewing some people… or… you’re going to have a new brother soon but we’ll still love you the same.

American Water Works Company appointed Raffiq Nathoo to the board and to the Audit, Finance and Risk Committee and the Safety, Environmental, Technology and Operations Committee

Pitney Bowes appointed Brent Rosenthal.

Netflix appointed Airbnb CFO Elinor Mertz to its board a mere 16 days after its annual meeting

PayPal appointed Deirdre Stanley to its board 19 days after its annual meeting.

And MicroStrategy snuck Peter L. Briger, Jr. onto the board 19 days after their annual meeting and gave him a golden hello equity award valued at $2M. On top of that he is also due to receive about $500,000 in annual director compensation

The next trend we’re seeing is the Board to C-Suite promotion trend, which calls into question board members’ true independence. There are several but the big ones are:

At Verizon: lead director Dan Schulman became CEO and got a golden hello package worth about $60M

At IonQ, Lead Director Inder M. Singh became CFO/COO and got a $25M golden hello award

Duolingo found its new CFO from its board: that’s Gillian Munson, Director since 2019 & Audit Committee chair, who gets a $14M CFO golden hello

PayPal promoted its independent Chair, Enrique Lores, into the CEO role

At Sonos Tom Conrad jumped from his board seat into the CEO throne

And Apogee promoted long-tenured director and independent Chair Donald Nolan to CEO: “The board cited his deep understanding of the company and decades of leadership experience as key factors for the transition.”

At F5, director Michael Montoya resigned and was immediately appointed CTO

And at WillScot Holdings, independent chair Worthing Jackman is now its Executive Chair

The Bro IPO update

We introduced a term last summer called Bro IPO after analyzing board and leadership members at recent IPOs. The story was picked up by Fortune, Axios, and The Times so we updated the data from January 1st and found that of the 20 new companies: only one had a female founder, none had ONLY a female founder, there were no female CEOs, only one female CFO, one female chair, and 12 of 20 boards had either zero or one female director. Maybe we should rebrand this to the Brotopia?

Lastly, our “Down to 2F” trend

It wasn’t that long ago that the absolute minimum number of female directors on a large cap board was three: but since the anti-DEI Trump administration has taken over we have seen dozens of companies either dropping below this threshold or appointing men when there are only two women. I won’t name them all but some recent ones in February include:

Applied Materials: Yvonne McGill resigned 2/10

Meg Crofton at HCA Healthcare 2/10

Emerson Electric: Director Leticia Gonçalves resigned 2/10 (2 James 2 women)

Laurie J. Thomsen: The Travelers Companies (2/9/26) 2/8

Jessica L. Mega: Danaher Corporation (2/12/26) 2/12

Kathleen M. Widmer: Texas Roadhouse, Inc. (2/8/26) 2/8

Mary Schmidt Campbell: Unity Software (2/8/26) 2/9

Laela Sturdy steps down at UiPath 2/8 (2 Daniel 2 women)

Molly Joseph at First Solar 2/9 (2 Mike 2 women)

Caroline Dorsa: Biogen Inc. (2/10/26) 2/10

Tina Hunt leaving Veeva Systems board 2/9

Paycom Software: Felicia Williams resigned 2/7

Some examples where a third woman was denied:

Nutanix replaced retiring David Humphrey with Eric Brandt. With Eric, they now have two board members who were executives at Broadcom, a second director who is a CFO, and a guy that already serves on four other publicly-traded companies.

And American Financial Group added two men: Craig Lindner Jr. and David L. Thompson Jr.: long live the meritocracy: Craig Linder Jr. is the son of the co-CEO and the nephew of the other co-CEO

At Live Nation Entertainment Trump administration bro Richard Grenell joins a 2-women Board; a few days later he tweeted: “Left wing violence is out of control.”

Grenell is somehow the president of the Kennedy Center for the Performing Arts despite no background in anything resembling “the Arts.”

He replaced a woman, Deborah Rutter. The chair is President Trump. Of course. And the board now is down to only one woman: 2 years ago it was 60% female.

Likewise at Qorvo, Peter Feld joins a board with only two women. Peter represents the second director at Qorvo with experience at Marvell Technology

Director Brian Ruder stepped down from the board of Informatic and was replaced by Alex Vander Linde

Affirm Holdings is replacing retiring director Keith Rabois with Richard Galanti

Not to be outdone, F&M Bank, Pitney Bowes, S&T Bancorp, and Rocket Companies are down to one woman, while Fannie Mae has unleashed its anti-DEI and eradicated all women.

Down to 1F:

F&M BANK: Daphyne S. Thomas retired 2/10 (2 Mike 2 women)

Pitney Bowes: Milena Alberti-Perez resigned (Julie Schoenfeld resigned in July) 1/5

S&T BANCORP: Chair Christine Toretti resigning 2/11

Jennifer Gilbert and Nancy Tellem stepping down at Rocket Companies 1/9

Down to 0F:

And finally, speaking of the anti-diversity White House, let’s look at Fannie Mae:

9/22/25: Karin Kimbrough resigned

10/22/25 CEO and director Priscilla Almodovar stepped down

There were six female directors on 3/17/25

POLL: YES or NO: Instead of targeting Nomination Committee Chairs, should investors vote against ALL MEN on boards where there are fewer than three women?

Finally, let’s end this with one of my “favorite” bone-headed moments of the year: an absolute classic at Quanex Building Products, where 15% of shares were against Susan Davis (all other directors averaged 96% yes) because she chairs the nomination committee on a board with only one female director! Herself! That’s right, it’s your fault, Sue.

PROXY CAGE MATCH

There are no current proxy cage matches worth sharing after Donald Trump put Ted Sarandos into a headlock, but I wanted to point one thing out that constantly triggers me: That shareholders ONLY seem to care when an activist investor who looks and smells like Nelson Peltz walks through the door:

Nelson’s disdain for director Maria Elena Lagomasino got her a 37% NO vote at Disney in 2024, but last year it shot back up to 98% YES after Nelson left the building:

Maria Elena Lagomasino

2025: 98% YES

2024: 63% YES

2023: 92% YES

At the proxy cage match between Brookdale Senior Living and Ortelius Advisors, ISS agreed with the activist, recommending “Withhold” votes against two long-tenured directors: Investment Committee Chair Lee Wielansky and Nominating Committee chair Victoria Freed: “Given the[ir] tenure and positions of Wielansky and Freed, they are arguably the most culpable among incumbent directors for the current state of affairs.”

Yet the year before those two “culpable directors” got: Wielansky  99.6% and Freed  98.8% of the vote.

Same thing happened at a proxy cage match between AstroNova and Askeladden Capital, where ISS said “change at the Board level is warranted to improve independence and oversight” despite the entire board getting 97% approval the year before.

VOTE RESULTS TABLE 

Speaking of Shareholder Brain Freezes, I call this next list Shareholder Disconnects. They always trigger me.

Let’s start with two shareholder classes who should know better:

BlackRock: 33% NO on Pay; Average 98% YES

Goldman Sachs: 34% NO on Pay; Average 96% YES

Truist: Say on Pay 41% NO; Average 96% YES

CVS Health: 41% NO on Pay; 97% average YES

Citizens Financial Group: Say on Pay 41% NO; Average 98% YES

Lattice Semiconductor: 44% NO on Pay; Average 98% YES

Chipotle Mexican Grill: 45% NO on Pay; Average 98% YES

Pfizer: 47% NO on Pay; Average 95% YES

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