Executive Moves Update – September 19, 2025

Ticker: AIR
Mkt Cap: $2.7B
1-Yr TSR: 10.2%
Board Rating: C+

• Hema Widhani was appointed to the Board of Directors and later to the Audit Committee and Nominating and Governance Committee.  (view source)
• AAR CORP. held its 2025 annual meeting where three Class II director nominees were elected for a three-year term.  (view source)

• Director Elections: < 95% average votes FOR
• Gov Risk: Chairman is not independent
• Gov Risk: Classified Board / Staggered Director Elections
• Gov Risk: Entrenched Board
• Gov Risk: More than one Director over 75
• Short Report: Hunterbrook Media
• Workforce Reduction

Ticker: ASO
Mkt Cap: $3.2B
1-Yr TSR: -21.8%
Board Rating: B

• Chris Turner is resigning from his position as a director of Academy Sports and Outdoors, Inc., effective September 16, 2025.  (view source)

• Gov Risk: Chairman is not independent
• Gov Risk: Classified Board / Staggered Director Elections
• Hot Seat Risk Score – CEO: Elevated (68)
• Immediate Resignation

Ticker: ACI
Mkt Cap: $10.3B
1-Yr TSR: 1.8%
Board Rating: C+

• James Donald retired from the Board of Directors and as Chair, Kim Fennebresque was elected Chair, David Zinsner was appointed to the Board, and Allen Gibson retired from the Board.  (view source)

• Gov Risk: Chairman is not independent
• Gov Risk: No lead independent director
• High Activist Vulnerability Risk Score (85)
• SEC Correspondence in the last year
• Workforce Reduction

Ticker: ALGN
Mkt Cap: $9.6B
1-Yr TSR: -47.6%
Board Rating: C+

• On September 12, 2025, Stuart Hockridge was terminated from his role as Executive Vice President, Global Human Resources, effective May 2026.  (view source)

• Director Elections: < 95% average votes FOR
• Executive Termination(s) within the last year
• Gov Risk: Average Director tenure over 10 years
• Gov Risk: Entrenched Board
• High Activist Vulnerability Risk Score (92)
• Internal Control Risk
• Negative Say-On-Pay Vote: 87% For
• SEC No Action letter(s) in the last 2 years
• Settlement Agreement
• Significant Stock Drop(s) in past 2 years

Ticker: AMT
Mkt Cap: $90.4B
1-Yr TSR: -15.5%
Board Rating: C+

• Olivier Puech will retire from his role as Executive Vice President and President, International, effective January 2, 2026.  (view source)

• Abnormally High 8-K Filings
• Bankruptcy Alert: 1 director has a bankruptcy history (AMT)
• Gov Risk: More than one Director over 75
• SEC No Action letter(s) in the last 2 years

Ticker: ATEX
Mkt Cap: $402.0M
1-Yr TSR: -44.8%
Board Rating: D

• Timothy A. Gray is resigning as CFO effective September 19, 2025, and Elena Marquez is appointed as the new CFO effective September 22, 2025.  (view source)

• Gov Risk: Chairman is not independent
• Gov Risk: More than one Director over 75
• High Activist Vulnerability Risk Score (90)
• Ind. Accountant Dismissed
• Negative Say-On-Pay Vote: 83% For
• Proxy Fight in the last 2 years
• SEC Correspondence in the last year
• Workforce Reduction

Ticker: AMAT
Mkt Cap: $151.2B
1-Yr TSR: 3.0%
Board Rating: B+

• Yvonne McGill resigned from the Board of Directors of Applied Materials, Inc. effective September 12, 2025.  (view source)

• Gov Risk: Average Director tenure over 10 years
• SEC No Action letter(s) in the last 2 years

Ticker: TEAM
Mkt Cap: $44.5B
1-Yr TSR: 6.1%
Board Rating: C+

• Heather M. Fernandez is retiring as a director effective September 30, 2025, and Jason Warner has been appointed as a director effective October 1, 2025.  (view source)

• Significant Stock Drop(s) in past 2 years

Ticker: AVNW
Mkt Cap: $309.9M
1-Yr TSR: 9.0%
Board Rating: B-

• Michael Connaway, the Chief Financial Officer, is exiting his role effective September 10, 2025.  (view source)

• Bankruptcy Alert: 1 director has a bankruptcy history (AVNW)
• CFO Tenure Was Under 2 Years: Michael Connaway
• High CFO Turnover
• Internal Control Risk
• SEC Correspondence in the last year
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: BAC
Mkt Cap: $386.1B
1-Yr TSR: 34.7%
Board Rating: B

• On September 12, 2025, Bank of America appointed Dean C. Athanasia and James P. DeMare as Co-Presidents, and Alastair M. Borthwick as Executive Vice President while retaining his role as CFO.  (view source)

• Negative Say-On-Pay Vote: 73% For

Ticker: BXMT
Mkt Cap: $3.3B
1-Yr TSR: 9.4%
Board Rating: C+

• On September 19, 2025, Timothy S. Johnson was appointed as CEO while continuing as Chair of the Board, and F. Austin Peña was appointed as President and elected as a director, both effective November 10, 2025, coinciding with the resignation of Katharine A. Keenan as CEO and President.  (view source)

• Gov Risk: Average Director tenure over 10 years
• Gov Risk: Entrenched Board

Ticker: BRCC
Mkt Cap: $424.5M
1-Yr TSR: -54.0%
Board Rating: D

• On September 15, 2025, Melvin Landis was appointed as a Class III director of BRC Inc., increasing the Board size to ten members.  (view source)

• 13D filed in the last 6 months
• CFO Tenure Was Under 2 Years: Stephen M Kadenacy
• Director Elections: < 95% average votes FOR
• Gov Risk: Classified Board / Staggered Director Elections
• High CFO Turnover
• Hot Seat Risk Score – CEO: Elevated (77)
• SEC Correspondence in the last year
• Settlement Agreement
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: CAL
Mkt Cap: $507.3M
1-Yr TSR: -53.7%
Board Rating: C-

• On September 9, 2025, Caleres, Inc. appointed Daniel L. Karpel as Senior Vice President and Chief Accounting Officer, effective October 13, 2025, succeeding Todd E. Hasty.  (view source)

• Bankruptcy Alert: 1 director has a bankruptcy history (CAL)
• Bankruptcy Alert: Current CFO has bankruptcy history (CAL)
• Gov Risk: Chairman is not independent
• Gov Risk: Classified Board / Staggered Director Elections
• Gov Risk: Entrenched Board
• High Activist Vulnerability Risk Score (86)
• Settlement Agreement
• Significant Stock Drop(s) in past 2 years

Ticker: CGC
Mkt Cap: $331.0M
1-Yr TSR: -71.1%
Board Rating: D

• Thomas Stewart has been appointed as the Chief Financial Officer of Canopy Growth Corporation, effective September 17, 2025, after serving in an interim capacity since July 2025.  (view source)

• Bankruptcy Alert: 1 director has a bankruptcy history (CGC)
• Executive Termination(s) within the last year
• Going Concern Risk Filings in the last year
• Gov Risk: No lead independent director
• High Activist Vulnerability Risk Score (100)
• Limited external board experience
• SEC Investigation Related
• Settlement Agreement
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: CRL
Mkt Cap: $7.7B
1-Yr TSR: -23.8%
Board Rating: C-

• Flavia H. Pease is resigning as CFO, and Michael G. Knell is appointed as interim CFO.  (view source)

• Cooperation Agreement
• Cooperation Agreement in the last 2 years
• Gov Risk: Chairman is not independent
• Overboarding
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: CPK
Mkt Cap: $3.0B
1-Yr TSR: 4.6%
Board Rating: B-

• On September 12, 2025, Elisabeth A. Eden was appointed as a Class II director of Chesapeake Utilities Corporation, effective September 15, 2025.  (view source)

• Gov Risk: Chairman is not independent
• Gov Risk: No lead independent director
• Settlement Agreement

Ticker: CBUS
Mkt Cap: $73.2M
1-Yr TSR: -62.4%
Board Rating: D

• On September 11, 2025, Kimberly A. Box was appointed as a member of the Board of Cibus, Inc.  (view source)

• 13D filed in the last 6 months
• Going Concern Risk Filings in the last year
• Gov Risk: Classified Board / Staggered Director Elections
• Gov Risk: Entrenched Board
• Gov Risk: More than one Director over 75
• High CFO Turnover
• Limited external board experience
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: CNS
Mkt Cap: $3.5B
1-Yr TSR: -24.9%
Board Rating: C

• On September 11, 2025, Raja Dakkuri announced his resignation as CFO, effective October 17, 2025, and Michael Donohue was appointed as Interim CFO effective the same date.  (view source)

• CFO Tenure Was Under 2 Years: Raja A Dakkuri
• Gov Risk: Average Director tenure over 10 years
• Gov Risk: Chairman is not independent
• Gov Risk: Entrenched Board
• Gov Risk: More than one Director over 75
• Gov Risk: No lead independent director
• Limited external board experience
• Stock Alert: 52-week low at $69.35

Ticker: CBU
Mkt Cap: $3.3B
1-Yr TSR: 10.1%
Board Rating: C-

• On September 17, 2025, John A. Vaccaro was elected as a new independent director of Community Financial System, Inc., effective October 1, 2025.  (view source)

• Gov Risk: Entrenched Board
• High Activist Vulnerability Risk Score (95)
• Hot Seat Risk Score – CEO: Elevated (77)
• Workforce Reduction

Ticker: CAG
Mkt Cap: $9.0B
1-Yr TSR: -39.3%
Board Rating: D

• William E. Johnson is resigning as Senior Vice President and Corporate Controller effective October 17, 2025, while David S. Marberger will take over as principal accounting officer on the same date.  (view source)

• Failed Say-On-Pay Vote: 44% For
• High Activist Vulnerability Risk Score (94)
• SEC Correspondence in the last year
• SEC No Action letter(s) in the last 2 years

Ticker: CCI
Mkt Cap: $40.5B
1-Yr TSR: -17.7%
Board Rating: C-

• Christian H. Hillabrant has been appointed as President and CEO of Crown Castle Inc. and as a director, effective September 15, 2025.  (view source)

• Abnormally High 8-K Filings
• CEO Tenure Was Under 2 Years: Daniel K Schangler
• CEO Tenure Was Under 2 Years: Steven J Moskowitz
• Cooperation Agreement in the last 2 years
• High Activist Vulnerability Risk Score (87)
• Immediate Resignation
• Late Filings (NT 10-K / NT 10-Q) within the last year
• Proxy Fight in the last 2 years
• SEC Correspondence in the last year
• Settlement Agreement
• Workforce Reduction

Ticker: DBVT
Mkt Cap: $262.7M
1-Yr TSR: 170.1%
Board Rating: C-

• On September 18, 2025, Daniel Soland resigned from the Board of Directors and the compensation committee of DBV Technologies S.A., effective immediately.  (view source)

• 13D filed in the last 6 months
• Amended Filing (10-K/A)
• Amended Filings (10-K/A) within the last year
• Going Concern Risk Filings in the last year
• Late Filings (NT 10-K / NT 10-Q) within the last year
• Listing Rule Violation: Minimum Bid
• SEC Correspondence in the last year
• Significant Stock Drop(s) in past 2 years

Ticker: DFDV
Mkt Cap: $373.5M
1-Yr TSR: ###.#%
Board Rating: C

• Marco Santori resigned from the Board of Directors of DeFi Development Corp. on September 18, 2025.  (view source)

• 13D filed in the last 6 months
• Abnormally High 8-K Filings
• Amended Filing (10-K/A)
• Cyber Incident(s) within the last year
• High CFO Turnover
• Ind. Accountant Resigned
• Internal Control Risk
• Limited external board experience
• SEC Correspondence in the last year
• Significant Stock Drop(s) in past 2 years

Ticker: DXCM
Mkt Cap: $29.7B
1-Yr TSR: 9.1%
Board Rating: B-

• Effective September 14, 2025, Kevin R. Sayer is taking a temporary medical leave of absence, leading to Jacob S. Leach being appointed as interim CEO and Mark Foletta as interim Chairman of the Board.  (view source)

• Gov Risk: Chairman is not independent
• Ind. Accountant Dismissed
• Negative Say-On-Pay Vote: 89% For
• SEC No Action letter(s) in the last 2 years
• Short Report: Hunterbrook Media
• Significant Stock Drop(s) in past 2 years

Ticker: DIN
Mkt Cap: $374.5M
1-Yr TSR: -12.8%
Board Rating: C-

• Allison Hall is retiring as Senior Vice President, Chief Accounting Officer, effective January 2, 2026, while Joseph F. Camperlingo will join as Senior Vice President, Chief Accounting Officer Designee on September 29, 2025, and assume the role on November 6, 2025.  (view source)

• Abnormally High 8-K Filings
• Cooperation Agreement
• Gov Risk: Entrenched Board
• High Activist Vulnerability Risk Score (85)
• High CFO Turnover
• Ind. Accountant Dismissed

Ticker: DV
Mkt Cap: $2.1B
1-Yr TSR: -26.1%
Board Rating: C

• Julie Eddleman is resigning as Executive Vice President and Global Chief Commercial Officer effective December 31, 2025, and will assist the company as a consultant thereafter.  (view source)

• Class Action
• Director Elections: < 95% average votes FOR
• Gov Risk: Chairman is not independent
• Gov Risk: Classified Board / Staggered Director Elections
• Gov Risk: No lead independent director
• High Activist Vulnerability Risk Score (80)
• Significant Stock Drop(s) in past 2 years

Ticker: DTE
Mkt Cap: $28.0B
1-Yr TSR: 11.4%
Board Rating: B-

• DTE Energy Company entered into Change in Control Severance Agreements with multiple executives effective September 11, 2025.  (view source)

• Abnormally High 8-K Filings
• Bankruptcy Alert: 1 director has a bankruptcy history (DTE)
• Gov Risk: Entrenched Board
• Settlement Agreement

Ticker: EHC
Mkt Cap: $12.6B
1-Yr TSR: 36.5%
Board Rating: A

• Patricia Maryland retired from the board of directors of Encompass Health Corporation effective September 17, 2025.  (view source)

• Bankruptcy Alert: 2 directors have bankruptcy histories (EHC)
• Cyber Incident(s) within the last year
• SEC No Action letter(s) in the last 2 years

Ticker: NVST
Mkt Cap: $3.5B
1-Yr TSR: 9.6%
Board Rating: C+

• Barbara B. Hulit is resigning from the Board of Directors of Envista Holdings Corporation, effective September 26, 2025.  (view source)

• Cyber Incident(s) within the last year
• Gov Risk: Classified Board / Staggered Director Elections
• High Activist Vulnerability Risk Score (90)

Ticker: EWCZ
Mkt Cap: $229.2M
1-Yr TSR: -43.7%
Board Rating: C-

• David P. Berg resigned from the Board of Directors of European Wax Center, Inc. on September 10, 2025.  (view source)

• Bankruptcy Alert: 1 director has a bankruptcy history (EWCZ)
• CEO Tenure Was Under 2 Years: David P Berg
• Director Elections: < 95% average votes FOR
• Gov Risk: Chairman is not independent
• Gov Risk: Classified Board / Staggered Director Elections
• Gov Risk: No lead independent director
• High CFO Turnover
• Immediate Resignation
• Internal Control Risk
• Late Filings (NT 10-K / NT 10-Q) within the last year
• Significant Stock Drop(s) in past 2 years

Ticker: FDS
Mkt Cap: $11.4B
1-Yr TSR: -31.9%
Board Rating: C-

• James J. McGonigle is resigning from the Board of Directors of FactSet Research Systems Inc., effective December 1, 2025.  (view source)

• Bankruptcy Alert: 1 director has a bankruptcy history (FDS)
• Gov Risk: Classified Board / Staggered Director Elections
• High CFO Turnover
• Internal Control Risk
• Stock Alert: 52-week low at $301.23

Ticker: FBK
Mkt Cap: $2.9B
1-Yr TSR: 14.9%
Board Rating: C

• On September 12, 2025, FB Financial Corporation announced the appointment of Michael M. Mettee as Chief Operating Officer and the transition of Travis K. Edmondson to Chief Credit Officer, effective October 1, 2025.  (view source)

• 13D filed in the last 6 months
• Bankruptcy Alert: 1 director has a bankruptcy history (FBK)
• Deceased Person Disclosure
• Gov Risk: Entrenched Board
• Gov Risk: No lead independent director
• Merger Agreement
• SEC Correspondence in the last year
• Settlement Agreement

Ticker: FDBC
Mkt Cap: $259.5M
1-Yr TSR: -13.4%
Board Rating: C

• Richard M. Hotchkiss retired from the Boards of Directors of Fidelity D & D Bancorp, Inc. and The Fidelity Deposit and Discount Bank, effective immediately on September 17, 2025.  (view source)

• Director Elections: < 95% average votes FOR
• Gov Risk: Average Director tenure over 10 years
• Gov Risk: Classified Board / Staggered Director Elections
• Gov Risk: Entrenched Board
• Limited external board experience
• Workforce Reduction

Ticker: FLS
Mkt Cap: $7.5B
1-Yr TSR: 25.1%
Board Rating: C+

• On September 17, 2025, Kirk Wilson will step down as President of Flow Control Division effective October 13, 2025, and Alice DeBiasio will be appointed as the new President of Flow Control Division effective the same date.  (view source)

• Bankruptcy Alert: 2 directors have bankruptcy histories (FLS)
• Bankruptcy Alert: Current CFO has bankruptcy history (FLS)
• Merger Agreement
• Workforce Reduction

Ticker: FET
Mkt Cap: $325.9M
1-Yr TSR: 71.1%
Board Rating: C-

• Leslie A. Beyer retired from the Board of Directors of Forum Energy Technologies, Inc. effective September 18, 2025.  (view source)

• Bankruptcy Alert: 1 director has a bankruptcy history (FET)
• Gov Risk: Chairman is not independent
• Gov Risk: Classified Board / Staggered Director Elections

Ticker: GAP
Mkt Cap: $8.5B
1-Yr TSR: 17.5%
Board Rating: B-

• On September 15, 2025, Jody Gerson was appointed as a director of The Gap, Inc.  (view source)

• Bankruptcy Alert: 1 director has a bankruptcy history (GAP)
• Gov Risk: Entrenched Board
• Significant Stock Drop(s) in past 2 years

Ticker: GH
Mkt Cap: $7.3B
1-Yr TSR: 134.4%
Board Rating: C

• On September 12, 2025, Alex M. Azar II was appointed as a Class III director of Guardant Health, Inc.  (view source)

• Cyber Incident(s) within the last year
• Director Elections: < 95% average votes FOR
• Gov Risk: Classified Board / Staggered Director Elections
• Overboarding
• Settlement Agreement
• Workforce Reduction

Ticker: HOG
Mkt Cap: $3.6B
1-Yr TSR: -20.4%
Board Rating: C-

• On September 9 and 10, 2025, Sara Levinson and N. Thomas Linebarger announced their retirement from the Board of Directors, effective September 15, 2025, while Daniel J. Nova and Matthew J. Reintjes were appointed as new Directors, also effective September 15, 2025.  (view source)

• 13D filed in the last 6 months
• Contested Proxy (HOG)
• Director Elections: < 95% average votes FOR
• Gov Risk: Chairman is not independent
• High Activist Vulnerability Risk Score (88)
• High CFO Turnover
• Negative Say-On-Pay Vote: 77% For
• Proxy Fight in the last 2 years
• SEC Correspondence in the last year
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: HPK
Mkt Cap: $890.5M
1-Yr TSR: -53.0%
Board Rating: C-

• Jack Hightower retired as CEO and Chairman of the Board, effective September 15, 2025, with Michael L. Hollis appointed as Interim CEO and Daniel Silver appointed as Director Designee.  (view source)

• 13D filed in the last 6 months
• Gov Risk: Chairman is not independent
• Gov Risk: Classified Board / Staggered Director Elections
• High Activist Vulnerability Risk Score (79)
• Pledging
• SEC Correspondence in the last year
• Stock Alert: 52-week low at $7.06

Ticker: HLVX
Mkt Cap: $104.8M
1-Yr TSR: 15.5%

• Several individuals ceased to be members of the Board of Directors and two executives exited their positions due to a merger.  (view source)

• 13D filed in the last 6 months
• Director Elections: < 95% average votes FOR
• Gov Risk: Chairman is not independent
• Merger Agreement
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: HPP
Mkt Cap: $1.1B
1-Yr TSR: -45.5%
Board Rating: D

• On September 11, 2025, Mark Linehan resigned from the Board of Hudson Pacific Properties, and T. Ritson Ferguson was appointed as his successor, effective immediately.  (view source)

• Director Elections: < 95% average votes FOR
• Failed Say-On-Pay Vote: 35% For
• Gov Risk: Chairman is not independent
• Gov Risk: Entrenched Board
• High Activist Vulnerability Risk Score (99)
• Immediate Resignation
• SEC Correspondence in the last year
• Workforce Reduction

Ticker: IMO
Mkt Cap: $47.8B
1-Yr TSR: 43.7%

• Imperial Oil Limited announced the appointment of T.T. Bryja as a director, the resignation of D.W. Cornhill as lead director, and the selection of M.C. Hubbs as successor lead director.  (view source)

• Abnormally High 8-K Filings
• Limited external board experience
• Stock Alert: All-time high at $95.16

Ticker: PODD
Mkt Cap: $23.5B
1-Yr TSR: 41.3%
Board Rating: B

• Flavia H. Pease has been appointed as Executive Vice President and Chief Financial Officer, succeeding Ana M. Chadwick, who will transition to a Senior Advisor role.  (view source)

• CFO Tenure Was Under 2 Years: Ana Maria Chadwick
• Gov Risk: Classified Board / Staggered Director Elections
• Internal Control Risk
• Stock Alert: All-time high at $352.82

Ticker: ICE
Mkt Cap: $98.0B
1-Yr TSR: 7.0%
Board Rating: B

• The Intercontinental Exchange appointed Lord Hill as a director effective September 18, 2025.  (view source)

• Amended Filing (10-K/A)
• Amended Filings (10-K/A) within the last year
• Gov Risk: Chairman is not independent

Ticker: KDP
Mkt Cap: $36.9B
1-Yr TSR: -25.5%
Board Rating: C+

• Olivier Lemire has been appointed as President, U.S. Coffee, while Patrick Minogue will support the transition until September 30, 2025.  (view source)

• 13D filed in the last 6 months
• Abnormally High 8-K Filings
• Gov Risk: No lead independent director
• SEC No Action letter(s) in the last 2 years
• Stock Alert: 52-week low at $26.75

Ticker: LESL
Mkt Cap: $52.5M
1-Yr TSR: -90.0%
Board Rating: D

• Jeff White has been appointed as Chief Financial Officer and Treasurer, effective October 5, 2025, while Tony Iskander will serve as an advisor during the transition.  (view source)

• CFO Tenure Was Under 2 Years: Scott Justin Bowman
• CFO Tenure Was Under 2 Years: Tony Iskander
• Director Elections: < 95% average votes FOR
• Gov Risk: Classified Board / Staggered Director Elections
• Gov Risk: No lead independent director
• High Activist Vulnerability Risk Score (92)
• Hot Seat Risk Score – CEO: High (82)
• Hot Seat Risk Score – CEO: High (85)
• Listing Rule Violation: Minimum Bid
• SEC No Action letter(s) in the last 2 years
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: LWLG
Mkt Cap: $477.6M
1-Yr TSR: 35.7%
Board Rating: D

• James S. Marcelli will retire from his roles as Chief Financial Officer, Chief Operating Officer, and Director effective December 31, 2025.  (view source)

• Amended Filing (10-K/A)
• Amended Filings (10-K/A) within the last year
• Director Elections: < 95% average votes FOR
• Gov Risk: Classified Board / Staggered Director Elections
• Immediate Resignation
• Ind. Accountant Resigned
• Limited external board experience
• Significant Stock Drop(s) in past 2 years

Ticker: LNN
Mkt Cap: $1.5B
1-Yr TSR: 14.3%
Board Rating: B-

• On September 15, 2025, Jahidul H. Khandaker was appointed as a director of Lindsay Corporation, expanding the Board from seven to eight members.  (view source)

• Director Elections: < 95% average votes FOR
• Gov Risk: Classified Board / Staggered Director Elections

Ticker: LPSN
Mkt Cap: $66.2M
1-Yr TSR: -32.8%
Board Rating: C-

• On September 10, 2025, Jeffrey Ford announced his intention to depart as Chief Accounting Officer, and John Collins will assume the role of principal accounting officer following Ford’s departure.  (view source)

• 13D filed in the last 6 months
• Amended Filing (10-K/A)
• Amended Filings (10-K/A) within the last year
• Cooperation Agreement
• Cooperation Agreement in the last 2 years
• Gov Risk: Classified Board / Staggered Director Elections
• High Activist Vulnerability Risk Score (82)
• Hot Seat Risk Score – CEO: Elevated (71)
• Listing Rule Violation: Minimum Bid
• Negative Say-On-Pay Vote: 88% For
• Proxy Fight in the last 2 years
• Significant Stock Drop(s) in past 2 years

Ticker: LUMN
Mkt Cap: $5.9B
1-Yr TSR: -9.9%
Board Rating: C-

• Andrea Genschaw is exiting as Chief Accounting Officer and Controller, while Donald Holt is entering as Chief Accounting Officer and Controller effective September 23, 2025.  (view source)

• Cyber Incident(s) within the last year
• Hot Seat Risk Score – CEO: Elevated (67)
• Settlement Agreement
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: LYEL
Mkt Cap: $242.8M
1-Yr TSR: -53.2%
Board Rating: D

• Charles Newton is resigning from his position as CFO of Lyell Immunopharma, effective October 31, 2025.  (view source)

• Gov Risk: Classified Board / Staggered Director Elections
• Listing Rule Violation: Minimum Bid
• Merger Agreement
• SEC Correspondence in the last year
• Settlement Agreement
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: MCHX
Mkt Cap: $83.9M
1-Yr TSR: 13.8%
Board Rating: B-

• Marchex, Inc. announced several personnel changes on September 16, 2025, including the resignation of CEO Edwin A. Miller and the appointments of Troy Hartless as President, Francis J. Feeney as Chief Operating Officer, and Brian Nagle as Chief Financial Officer, all effective September 15, 2025.  (view source)

• Amended Filing (10-K/A)
• Amended Filings (10-K/A) within the last year
• CFO Tenure Was Under 2 Years: Holly A Aglio
• Gov Risk: Average Director tenure over 10 years
• Gov Risk: Chairman is not independent
• Gov Risk: Entrenched Board
• Gov Risk: Multi-Class Shares
• Gov Risk: No lead independent director
• High CFO Turnover
• Limited external board experience

Ticker: MITK
Mkt Cap: $472.9M
1-Yr TSR: 21.2%
Board Rating: C+

• Christopher Briggs is resigning from his position as Chief Product Officer effective September 19, 2025.  (view source)

• Bankruptcy Alert: Current CFO has bankruptcy history (MITK)
• CEO Tenure Was Under 2 Years: Scott R Carter
• Director Elections: < 95% average votes FOR
• Gov Risk: Chairman is not independent
• High CFO Turnover
• Internal Control Risk
• Negative Say-On-Pay Vote: 61% For
• SEC Investigation Related
• Significant Stock Drop(s) in past 2 years

Ticker: NEOG
Mkt Cap: $1.2B
1-Yr TSR: -67.1%
Board Rating: D

• David Naemura, the Chief Financial Officer and Chief Operating Officer of Neogen Corporation, is resigning effective between October and the end of the calendar year 2025.  (view source)

• Abnormally High 8-K Filings
• Director Elections: < 95% average votes FOR
• Failed Say-On-Pay Vote: 48% For
• Gov Risk: Classified Board / Staggered Director Elections
• Gov Risk: More than one Director over 75
• High Activist Vulnerability Risk Score (100)
• Internal Control Risk
• Late Filings (NT 10-K / NT 10-Q) within the last year
• Limited external board experience
• Significant Stock Drop(s) in past 2 years

Ticker: NTNX
Mkt Cap: $21.0B
1-Yr TSR: 36.2%
Board Rating: A-

• Greg Lavender has been appointed as a director of Nutanix, Inc. effective September 17, 2025.  (view source)

• Director Elections: < 95% average votes FOR
• Gov Risk: Classified Board / Staggered Director Elections
• Gov Risk: Entrenched Board
• Negative Say-On-Pay Vote: 73% For
• SEC Correspondence in the last year
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: OPI
Mkt Cap: $33.0M
1-Yr TSR: -78.9%
Board Rating: D

• On September 15, 2025, John Castellano was appointed as Chief Restructuring Officer of Office Properties Income Trust.  (view source)

• Director Elections: < 95% average votes FOR
• Going Concern Risk Filings in the last year
• Gov Risk: Classified Board / Staggered Director Elections
• Gov Risk: Entrenched Board
• Gov Risk: More than one Director over 75
• High Activist Vulnerability Risk Score (94)
• Hot Seat Risk Score – CEO: High (84)
• Listing Rule Violation: Minimum Bid
• Negative Say-On-Pay Vote: 62% For
• Overboarding
• SEC Correspondence in the last year
• Significant Stock Drop(s) in past 2 years

Ticker: OSBC
Mkt Cap: $966.7M
1-Yr TSR: 12.1%
Board Rating: B

• John Ladowicz resigned from the Board of Directors of Old Second Bancorp, Inc. effective September 14, 2025.  (view source)

• Abnormally High 8-K Filings
• Director Elections: < 95% average votes FOR
• Gov Risk: Chairman is not independent
• Gov Risk: Classified Board / Staggered Director Elections
• Limited external board experience
• SEC Correspondence in the last year

Ticker: POWW
Mkt Cap: $167.5M
1-Yr TSR: -4.0%
Board Rating: C-

• Tod Wagenhals is resigning as Executive Vice President effective December 31, 2025, and Jordan Christensen is appointed as Secretary effective immediately.  (view source)

• 13D filed in the last 6 months
• Bankruptcy Alert: 1 director has a bankruptcy history (POWW)
• Director Elections: < 95% average votes FOR
• Gov Risk: Chairman is not independent
• Gov Risk: No lead independent director
• High Activist Vulnerability Risk Score (79)
• Immediate Resignation
• Late Filings (NT 10-K / NT 10-Q) within the last year
• Limited external board experience
• Settlement Agreement
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: OMI
Mkt Cap: $428.7M
1-Yr TSR: -64.9%
Board Rating: C

• Snehashish Sarkar is resigning from his position as Executive Vice President and Chief Information Officer of Owens & Minor, Inc., effective September 26, 2025.  (view source)

• Abnormally High 8-K Filings
• Bankruptcy Alert: 1 director has a bankruptcy history (OMI)
• High Activist Vulnerability Risk Score (91)
• High CFO Turnover
• Merger Agreement
• Settlement Agreement
• Significant Stock Drop(s) in past 2 years

Ticker: PANL
Mkt Cap: $368.0M
1-Yr TSR: -7.7%
Board Rating: B-

• Mark Filanowski will retire as CEO and step down from the Board effective January 1, 2026, while Mads Petersen will succeed him as CEO and join the Board on the same date.  (view source)

• Amended Filing (10-K/A)
• Amended Filing (10-Q/A)
• Gov Risk: Classified Board / Staggered Director Elections
• Internal Control Risk
• Late Filings (NT 10-K / NT 10-Q) within the last year
• Merger Agreement
• SEC Correspondence in the last year
• Significant Stock Drop(s) in past 2 years

Ticker: PSKY
Mkt Cap: $12.1B
1-Yr TSR: 72.0%

• On September 12, 2025, Dennis Cinelli was appointed to the Board of Directors of Paramount Skydance Corporation, while Sherry Lansing exited from the Audit Committee.  (view source)

• Gov Risk: Entrenched Board
• Gov Risk: More than one Director over 75
• High Activist Vulnerability Risk Score (89)
• SEC Correspondence in the last year

Ticker: PAYC
Mkt Cap: $12.5B
1-Yr TSR: 27.5%
Board Rating: B-

• Felicia Williams is retiring from the Board of Directors of Paycom Software, Inc., and Frederick C. Peters II will replace her as chairperson of the audit committee.  (view source)

• 13D filed in the last 6 months
• Gov Risk: Chairman is not independent
• Gov Risk: Classified Board / Staggered Director Elections
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: PSIX
Mkt Cap: $2.4B
1-Yr TSR: 515.3%
Board Rating: A+

• On September 18, 2025, Zhaoying (Dorothy) Du was appointed as General Counsel and Corporate Secretary of Power Solutions International, Inc., effective September 8, 2025.  (view source)

• 13D filed in the last 6 months
• Amended Filing (10-K/A)
• Amended Filings (10-K/A) within the last year
• Going Concern Risk Filings in the last year
• Internal Control Risk
• Limited external board experience
• Settlement Agreement
• Significant Stock Drop(s) in past 2 years
• Stock Alert: All-time high at $106.20

Ticker: PLD
Mkt Cap: $106.9B
1-Yr TSR: -6.8%
Board Rating: B

• Lori Palazzolo will retire as Chief Accounting Officer effective April 1, 2026, and Trisha Burns will become Chief Accounting Officer on the same date.  (view source)

• Gov Risk: Chairman is not independent
• Gov Risk: Entrenched Board
• High Activist Vulnerability Risk Score (90)
• SEC No Action letter(s) in the last 2 years

Ticker: METC
Mkt Cap: $1.7B
1-Yr TSR: 223.8%
Board Rating: A-

• Michael R. Graney has been appointed as a member of the Board of Directors of Ramaco Resources, Inc. effective September 15, 2025.  (view source)

• 13D filed in the last 6 months
• Abnormally High 8-K Filings
• Bankruptcy Alert: 1 director has a bankruptcy history (METC)
• Deceased Person Disclosure
• Gov Risk: Chairman is not independent
• Gov Risk: Classified Board / Staggered Director Elections
• Gov Risk: Entrenched Board
• Gov Risk: More than one Director over 75
• Gov Risk: No lead independent director
• SEC Correspondence in the last year
• Significant Stock Drop(s) in past 2 years
• Stock Alert: All-time high at $30.92

Ticker: REFR
Mkt Cap: $47.1M
1-Yr TSR: -23.5%
Board Rating: C-

• Michael R. LaPointe has retired from his role as Vice President – Aerospace Products at Research Frontiers effective September 15, 2025.  (view source)

• Amended Filing (10-K/A)
• Amended Filings (10-K/A) within the last year
• Director Elections: < 95% average votes FOR
• Gov Risk: No lead independent director
• Limited external board experience
• Significant Stock Drop(s) in past 2 years

Ticker: REI
Mkt Cap: $216.9M
1-Yr TSR: -40.0%
Board Rating: C

• On September 12, 2025, Travis T. Thomas resigned as CFO of Ring Energy, Inc., and Rocky Kwon was appointed as Interim CFO and Principal Financial Officer.  (view source)

• Bankruptcy Alert: 1 director has a bankruptcy history (REI)
• Director Elections: < 95% average votes FOR
• Gov Risk: Chairman is not independent
• Negative Say-On-Pay Vote: 79% For
• SEC Correspondence in the last year

Ticker: RLJ
Mkt Cap: $1.2B
1-Yr TSR: -10.2%
Board Rating: C-

• On September 15, 2025, Nikhil Bhalla was appointed as Senior Vice President, Chief Financial Officer and Treasurer of RLJ Lodging Trust, succeeding Leslie D. Hale as interim principal financial officer.  (view source)

• Bankruptcy Alert: 2 directors have bankruptcy histories (RLJ)
• Gov Risk: Average Director tenure over 10 years
• Gov Risk: Chairman is not independent
• High Activist Vulnerability Risk Score (93)

Ticker: RBLX
Mkt Cap: $93.9B
1-Yr TSR: 199.3%
Board Rating: B

• Manuel Bronstein is resigning as Chief Product Officer effective September 30, 2025, and will provide advisory services until April 13, 2026.  (view source)

• Gov Risk: Average Director tenure over 10 years
• Gov Risk: Classified Board / Staggered Director Elections
• Gov Risk: Entrenched Board
• Gov Risk: Multi-Class Shares
• Limited external board experience
• Section 220 Disclosure
• Short Report: Hindenburg Research
• Short Report: Hunterbrook Media
• Significant Stock Drop(s) in past 2 years

Ticker: RVYL
Mkt Cap: $8.8M
1-Yr TSR: -78.8%
Board Rating: D

• RYVYL Inc. plans to appoint an additional independent director to comply with Nasdaq’s Majority Independent Board Requirement and Audit Committee Composition Requirement.  (view source)

• 13D filed in the last 6 months
• Bankruptcy Alert: 1 director has a bankruptcy history (RVYL)
• Going Concern Risk Filings in the last year
• Gov Risk: Chairman is not independent
• Gov Risk: No lead independent director
• High Activist Vulnerability Risk Score (94)
• High CFO Turnover
• Hot Seat Risk Score – CEO: High (86)
• Late Filings (NT 10-K / NT 10-Q) within the last year
• Limited external board experience
• SEC Correspondence in the last year
• Significant Stock Drop(s) in past 2 years

Ticker: IOT
Mkt Cap: $22.9B
1-Yr TSR: -15.9%
Board Rating: C+

• Gary Steele was appointed to the Board of Directors of Samsara Inc. on August 16, 2025, effective September 1, 2025, and later appointed to the Audit Committee effective November 2, 2025.  (view source)

• 13D filed in the last 6 months
• Gov Risk: Chairman is not independent
• Gov Risk: Multi-Class Shares
• Rule 10b5-1 Entered
• Significant Stock Drop(s) in past 2 years

Ticker: SMSI
Mkt Cap: $16.2M
1-Yr TSR: -24.4%
Board Rating: D

• William W. Smith, Jr. and Timothy C. Huffmyer are involved in loan agreements with Smith Micro Software, Inc.  (view source)

• Going Concern Risk Filings in the last year
• Gov Risk: Average Director tenure over 10 years
• Gov Risk: Chairman is not independent
• Gov Risk: Classified Board / Staggered Director Elections
• Gov Risk: Entrenched Board
• Gov Risk: More than one Director over 75
• Gov Risk: No lead independent director
• High Activist Vulnerability Risk Score (84)
• High CFO Turnover
• Limited external board experience
• SEC Correspondence in the last year
• Significant Stock Drop(s) in past 2 years

Ticker: SBSI
Mkt Cap: $930.1M
1-Yr TSR: -4.9%
Board Rating: C-

• On September 18, 2025, Lee R. Gibson announced his retirement as CEO effective December 31, 2025, while Keith Donahoe was appointed as the new CEO effective the same date.  (view source)

• Gov Risk: Average Director tenure over 10 years
• Gov Risk: Chairman is not independent
• Gov Risk: Classified Board / Staggered Director Elections
• Gov Risk: Entrenched Board
• Gov Risk: No lead independent director
• Limited external board experience

Ticker: STT
Mkt Cap: $32.1B
1-Yr TSR: 34.1%
Board Rating: C

• On September 15, 2025, Brian J. Porter was elected as an independent director of State Street Corporation and appointed to the Human Resources and Risk Committees.  (view source)

• CFO Tenure Was Under 2 Years: Mark R Keating
• Gov Risk: Chairman is not independent
• High Activist Vulnerability Risk Score (77)
• Internal Control Risk
• SEC No Action letter(s) in the last 2 years
• Settlement Agreement
• Workforce Reduction

Ticker: SGC
Mkt Cap: $191.0M
1-Yr TSR: -17.9%
Board Rating: B

• On September 12, 2025, Michael W. Koempel was appointed as President of Superior Group of Companies, while Michael Benstock relinquished his position as President but remains CEO.  (view source)

• Gov Risk: Average Director tenure over 10 years
• Gov Risk: Chairman is not independent
• Gov Risk: Entrenched Board
• Negative Say-On-Pay Vote: 88% For
• SEC Correspondence in the last year
• Significant Stock Drop(s) in past 2 years

Ticker: SGRY
Mkt Cap: $2.8B
1-Yr TSR: -31.5%
Board Rating: B

• Harrison R. Bane is resigning from his role as National Group President effective October 3, 2025.  (view source)

• 13D filed in the last 6 months
• Bankruptcy Alert: 1 director has a bankruptcy history (SGRY)
• Cyber Incident(s) within the last year
• Director Elections: < 95% average votes FOR
• Gov Risk: Chairman is not independent
• Gov Risk: Classified Board / Staggered Director Elections
• Gov Risk: No lead independent director
• High Activist Vulnerability Risk Score (81)
• Immediate Resignation
• Late Filings (NT 10-K / NT 10-Q) within the last year
• Negative Say-On-Pay Vote: 83% For

Ticker: SNPS
Mkt Cap: $89.2B
1-Yr TSR: -3.2%
Board Rating: B

• Mr. Vijayaraghavan was appointed as a member of the Board on July 17, 2025, and subsequently appointed to the Corporate Governance and Nominating Committee on September 17, 2025.  (view source)

• Bankruptcy Alert: 1 director has a bankruptcy history (SNPS)
• Gov Risk: Average Director tenure over 10 years
• Gov Risk: Entrenched Board
• Significant Stock Drop(s) in past 2 years

Ticker: TMHC
Mkt Cap: $6.8B
1-Yr TSR: -.7%
Board Rating: B+

• Fletcher Previn resigned from the Board of Directors of Taylor Morrison Home Corporation effective September 14, 2025.  (view source)

• Gov Risk: Chairman is not independent
• Immediate Resignation

Ticker: SNX
Mkt Cap: $12.4B
1-Yr TSR: 32.3%
Board Rating: B

• Simon Leung, Chief Business Officer of TD SYNNEX Corporation, retired effective September 1, 2025, and will receive continued compensation effective September 10, 2025.  (view source)

• Cyber Incident(s) within the last year
• Internal Control Risk
• Negative Say-On-Pay Vote: 86% For
• SEC No Action letter(s) in the last 2 years

Ticker: TRTX
Mkt Cap: $734.0M
1-Yr TSR: 18.5%
Board Rating: B

• Robert R. Foley is retiring as CFO, and Brandon Fox is appointed as interim CFO effective October 1, 2025.  (view source)

• Director Elections: < 95% average votes FOR
• Gov Risk: Chairman is not independent

Ticker: TBCH
Mkt Cap: $306.0M
1-Yr TSR: 6.7%
Board Rating: B-

• David Muscatel is resigning as a director of Turtle Beach Corporation, effective September 30, 2025.  (view source)

• 13D filed in the last 6 months
• Gov Risk: No lead independent director
• Internal Control Risk
• Limited external board experience
• SEC Correspondence in the last year
• Settlement Agreement

Ticker: UMH
Mkt Cap: $1.3B
1-Yr TSR: -20.2%
Board Rating: B-

• On September 17, 2025, Mr. Todd J. Clark was appointed as a Class I Director of UMH Properties, Inc.  (view source)

• Abnormally High 8-K Filings
• Director Elections: < 95% average votes FOR
• Gov Risk: Average Director tenure over 10 years
• Gov Risk: Classified Board / Staggered Director Elections
• Pledging
• SEC Correspondence in the last year
• Stock Alert: 52-week low at $15.03

Ticker: UEIC
Mkt Cap: $62.7M
1-Yr TSR: -45.5%
Board Rating: C

• On September 12, 2025, Sui Man Ho (a.k.a. Raymond Ho) was appointed as Interim Chief Financial Officer of Universal Electronics Inc.  (view source)

• 13D filed in the last 6 months
• Cooperation Agreement
• Cooperation Agreement in the last 2 years
• Gov Risk: Chairman is not independent
• Gov Risk: Classified Board / Staggered Director Elections
• Negative Say-On-Pay Vote: 89% For
• Overboarding
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: VLO
Mkt Cap: $50.9B
1-Yr TSR: 23.9%
Board Rating: B

• On September 18, 2025, Robert L. Reymond was elected to the Board of Valero Energy Corporation and appointed to the Nominating and Corporate Governance Committee.  (view source)

• Bankruptcy Alert: 2 directors have bankruptcy histories (VLO)
• Gov Risk: Chairman is not independent
• Negative Say-On-Pay Vote: 75% For
• SEC No Action letter(s) in the last 2 years

Ticker: VTGN
Mkt Cap: $93.3M
1-Yr TSR: 1.5%
Board Rating: D

• Cynthia L. Anderson, CFO, is resigning effective October 15, 2025, and the company will enter into a consulting agreement with her for advisory services during the transition.  (view source)

• Going Concern Risk Filings in the last year
• Gov Risk: Average Director tenure over 10 years
• Gov Risk: Entrenched Board
• Gov Risk: More than one Director over 75
• Significant Stock Drop(s) in past 2 years

Ticker: WEYS
Mkt Cap: $293.0M
1-Yr TSR: -.7%
Board Rating: A-

• Robert D. Hanley resigned as Director of Finance and principal accounting officer, while Stephanie L. Liebl was appointed as the new principal accounting officer, both effective September 10, 2025.  (view source)

• Director Elections: < 95% average votes FOR
• Gov Risk: Average Director tenure over 10 years
• Gov Risk: Chairman is not independent
• Gov Risk: Entrenched Board
• Gov Risk: More than one Director over 75
• Gov Risk: No lead independent director
• Ind. Accountant Dismissed
• Internal Control Risk

Ticker: XFOR
Mkt Cap: $37.0M
1-Yr TSR: -84.6%
Board Rating: C-

• On September 15 and 16, 2025, X4 Pharmaceuticals announced several personnel changes including the termination of three executives and the appointment of a new Chief Operating Officer.  (view source)

• 13D filed in the last 6 months
• Director Elections: < 95% average votes FOR
• Going Concern Risk Filings in the last year
• Gov Risk: Classified Board / Staggered Director Elections
• Negative Say-On-Pay Vote: 84% For
• SEC Correspondence in the last year
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: YELP
Mkt Cap: $2.0B
1-Yr TSR: -5.9%
Board Rating: C+

• Logan Green was appointed to the Nominating Committee of Yelp Inc. on September 12, 2025.  (view source)

• Cyber Incident(s) within the last year
• Gov Risk: Classified Board / Staggered Director Elections
• Settlement Agreement

Ticker: YMAB
Mkt Cap: $391.2M
1-Yr TSR: -37.3%
Board Rating: C

• Multiple resignations from the board of directors and executive positions occurred effective immediately following the consummation of the Merger.  (view source)

• Amended Filings (10-K/A) within the last year
• Bankruptcy Alert: 1 director has a bankruptcy history (YMAB)
• Director Elections: < 95% average votes FOR
• Gov Risk: Classified Board / Staggered Director Elections
• Immediate Resignation
• Merger Agreement
• Overboarding
• SEC Correspondence in the last year
• Settlement Agreement
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction