Executive Moves Update – June 18, 2025

Ticker: ACN
Mkt Cap: $192.4B
1-Yr TSR: -12.0%
Board Rating: C+

• Kate Hogan has been appointed as Chief Operating Officer, effective September 1, 2025, succeeding John Walsh.  (view source)

• High Activist Vulnerability Risk Score (76)
• Stock Alert: 52-week low at $276.07

Ticker: WMS
Mkt Cap: $8.7B
1-Yr TSR: -33.5%
Board Rating: B

• Darin Harvey is resigning from his role as Executive Vice President, Supply Chain, effective August 22, 2025.  (view source)

• Gov Risk: Classified Board / Staggered Director Elections
• Negative Say-On-Pay Vote: 85% For
• Negative Say-On-Pay Vote: 87% For

Ticker: A
Mkt Cap: $33.1B
1-Yr TSR: -12.2%
Board Rating: C+

• Robert W. McMahon is resigning as CFO, and Rodney Gonsalves is appointed as interim CFO.  (view source)

• Cyber Incident(s) within the last year
• Director Elections: < 95% average votes FOR
• Gov Risk: Classified Board / Staggered Director Elections
• Negative Say-On-Pay Vote: 89% For
• SEC No Action letter(s) in the last 2 years
• Workforce Reduction

Ticker: TCRT
Mkt Cap: $5.3M
1-Yr TSR: -47.4%
Board Rating: D

• Michael A. Jerman was appointed as a director of Alaunos Therapeutics, Inc. on July 15, 2025, filling the vacancy left by Dale Curtis Hogue’s resignation.  (view source)

• 13D filed in the last 6 months
• Amended Filing (10-K/A)
• Amended Filings (10-K/A) within the last year
• CEO Tenure Was Under 2 Years: Dale Curtis Hogue Jr
• Director Elections: < 95% average votes FOR
• Going Concern Risk Filings in the last year
• Limited external board experience
• Listing Rule Violation: Minimum Stockholder Equity
• Negative Say-On-Pay Vote: 61% For
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: AREB
Mkt Cap: $9.9M
1-Yr TSR: -99.3%
Board Rating: D

• Doug Grau exited as President and Interim Principal Accounting Officer, while Darin Fielding was appointed as Interim Principal Accounting Officer and Corey Lambrecht transitioned to President.  (view source)

• 13D filed in the last 6 months
• Abnormally High 8-K Filings
• Amended Filings (10-K/A) within the last year
• Going Concern Risk Filings in the last year
• High Activist Vulnerability Risk Score (96)
• Hot Seat Risk Score – CEO: High (81)
• Late Filings (NT 10-K / NT 10-Q) within the last year
• Limited external board experience
• Multiple Dismissed Ind. Accountants within the last 3 years
• Non-Reliance / Restatement in last year
• Settlement Agreement
• Significant Stock Drop(s) in past 2 years

Ticker: ANSS
Mkt Cap: $32.9B
1-Yr TSR: 13.3%
Board Rating: C

• As a result of the Merger, all members of the Company’s Board of Directors resigned, and the officers of Merger Sub became the officers of the Company.  (view source)

• Gov Risk: Classified Board / Staggered Director Elections
• High Activist Vulnerability Risk Score (82)
• High CFO Turnover
• Negative Say-On-Pay Vote: 85% For

Ticker: APCX
Mkt Cap: $6.9M
1-Yr TSR: -78.1%

• On July 8, 2025, Marc D. Evans resigned from his position as Corporate Secretary of AppTech Payments Corp. effective immediately.  (view source)

• 13D filed in the last 6 months
• CEO Tenure Was Under 2 Years: Thomas J Derosa
• CFO Tenure Was Under 2 Years: Felipe A. Corrado IV
• Director Elections: < 95% average votes FOR
• Executive Termination(s) within the last year
• Going Concern Risk Filings in the last year
• High CFO Turnover
• Immediate Resignation
• Listing Rule Violation: Minimum Bid
• Negative Say-On-Pay Vote: 86% For
• SEC Correspondence in the last year
• Significant Stock Drop(s) in past 2 years

Ticker: ARCB
Mkt Cap: $1.8B
1-Yr TSR: -33.8%
Board Rating: B

• Judy R. McReynolds will retire as CEO on December 31, 2025, and Seth Runser will succeed her as CEO and join the Board effective January 1, 2026.  (view source)

• Abnormally High 8-K Filings
• Gov Risk: Average Director tenure over 10 years
• Gov Risk: Chairman is not independent
• Ind. Accountant Dismissed
• Settlement Agreement

Ticker: ASH
Mkt Cap: $2.4B
1-Yr TSR: -44.5%
Board Rating: D

• Karl Bostaph, Senior Vice President, Operations, will be retiring on October 1, 2025.  (view source)

• 13D filed in the last 6 months
• Bankruptcy Alert: 2 directors have bankruptcy histories (ASH)
• High Activist Vulnerability Risk Score (94)

Ticker: AWHL
Mkt Cap: $2.4M
1-Yr TSR: -97.6%

• On July 11, 2025, Jane Pine Wood was appointed as a director of Aspira Women’s Health Inc.  (view source)

• 13D filed in the last 6 months
• Abnormally High 8-K Filings
• CEO Tenure Was Under 2 Years: Michael Buhle
• Going Concern Risk Filings in the last year
• Gov Risk: No lead independent director
• High CFO Turnover
• Internal Control Risk
• Late Filings (NT 10-K / NT 10-Q) within the last year
• Negative Say-On-Pay Vote: 77% For
• SEC Correspondence in the last year
• Significant Stock Drop(s) in past 2 years

Ticker: AIZ
Mkt Cap: $9.5B
1-Yr TSR: 11.1%
Board Rating: B-

• Francesca L. Luthi will step down as Executive Vice President, Chief Operating Officer on September 15, 2025, and will provide transition support until January 4, 2026.  (view source)

• Bankruptcy Alert: 1 director has a bankruptcy history (AIZ)
• High Activist Vulnerability Risk Score (81)
• Workforce Reduction

Ticker: BFIN
Mkt Cap: $147.7M
1-Yr TSR: 11.3%
Board Rating: C+

• On July 15, 2025, Director Benjamin Mackovak was appointed to the Audit Committee, replacing Director Glen Wherfel who is retiring at the 2025 Annual Meeting.  (view source)

• Amended Filing (10-K/A)
• Amended Filings (10-K/A) within 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
• Limited external board experience
• Workforce Reduction

Ticker: TCPC
Mkt Cap: $666.7M
1-Yr TSR: -15.0%
Board Rating: C-

• Ariel Hazzard is resigning from her position as Chief Compliance Officer at BlackRock TCP Capital Corp, effective July 31, 2025.  (view source)

• Director Elections: < 95% average votes FOR
• High Activist Vulnerability Risk Score (82)

Ticker: BKD
Mkt Cap: $1.8B
1-Yr TSR: -.4%
Board Rating: C+

• Mark Fioravanti and Joshua Hausman have been appointed to various committees of the Board of Directors effective July 11, 2025.  (view source)
• Frank M. Bumstead exited the Board of Directors of Brookdale Senior Living Inc. after his term expired at the 2025 annual meeting, and eight new directors were elected.  (view source)

• Amended Filing (10-K/A)
• Contested Proxy (BKD)
• Director Elections: < 95% average votes FOR
• Executive Termination(s) within the last year
• Gov Risk: Classified Board / Staggered Director Elections
• Proxy Fight in the last 2 years
• Settlement Agreement

Ticker: CACI
Mkt Cap: $10.5B
1-Yr TSR: 7.4%
Board Rating: B

• Michael A. Daniels passed away, and Lisa S. Disbrow was elected as Chair of the Board of Directors effective July 14, 2025.  (view source)

• Bankruptcy Alert: 2 directors have bankruptcy histories (CACI)
• Deceased Person Disclosure
• SEC No Action letter: Requests
• SEC No Action letter(s) in the last 2 years

Ticker: CWD
Mkt Cap: $4.2M
1-Yr TSR: -78.3%
Board Rating: D

• Mr. Gregory Randolph James has been appointed as Chief Operating Officer of CaliberCos Inc., effective July 7, 2025.  (view source)

• Abnormally High 8-K Filings
• Going Concern Risk Filings in the last year
• High Activist Vulnerability Risk Score (91)
• Internal Control Risk
• Limited external board experience
• SEC Correspondence in the last year
• Significant Stock Drop(s) in past 2 years
• Stock Alert: All-time low at $2.79
• Workforce Reduction

Ticker: CHX
Mkt Cap: $4.9B
1-Yr TSR: -22.9%
Board Rating: C-

• Several directors of ChampionX resigned and new directors were appointed following the Merger.  (view source)

• Workforce Reduction

Ticker: CHWY
Mkt Cap: $15.8B
1-Yr TSR: 41.9%
Board Rating: C+

• Four individuals were elected to Chewy, Inc.’s Board of Directors as Class III Directors during the annual meeting.  (view source)

• Bankruptcy Alert: 2 directors have bankruptcy histories (CHWY)
• CFO Tenure Was Under 2 Years: David Reeder
• Gov Risk: Classified Board / Staggered Director Elections
• Gov Risk: Multi-Class Shares

Ticker: CBB
Mkt Cap: $788.3M
1-Yr TSR: 2.7%

• Christi H. Cornette, Chief Administrative Officer, will retire from Cincinnati Bell Inc. effective March 31, 2026.  (view source)

• Workforce Reduction

Ticker: CLSD
Mkt Cap: $46.8M
1-Yr TSR: -50.2%
Board Rating: C-

• Dr. George Lasezkay, Mr. Charles A. Deignan, and Dr. Victor Chong will exit their executive roles effective July 18, 2025, and will transition into consulting roles with the company.  (view source)

• 13D filed in the last 6 months
• Bankruptcy Alert: 3 directors have bankruptcy histories (CLSD)
• Director Elections: < 95% average votes FOR
• Going Concern Risk Filings in the last year
• Gov Risk: Classified Board / Staggered Director Elections
• Listing Rule Violation: Minimum Bid
• Negative Say-On-Pay Vote: 84% For
• Significant Stock Drop(s) in past 2 years
• Stock Alert: 52-week low at $0.60
• Workforce Reduction

Ticker: CODA
Mkt Cap: $92.8M
1-Yr TSR: 23.7%
Board Rating: B

• On July 16, 2025, Anthony Tata resigned from the Board of Directors of Coda Octopus Group, Inc. due to his confirmation as Undersecretary of Defense for Personnel and Readiness.  (view source)

• Director Elections: < 95% average votes FOR
• 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: CMI
Mkt Cap: $48.0B
1-Yr TSR: 20.5%
Board Rating: B

• On July 14, 2025, Matthew Tsien was elected as a director of Cummins Inc.  (view source)

• Gov Risk: Chairman is not independent

Ticker: DMNIF
Mkt Cap: $4.9M
1-Yr TSR: %

• Dominique Kwong has entered into a new executive employment services agreement as CEO and director of Damon Inc., effective July 16, 2025.  (view source)

• Amended Filings (10-Q/A) within the last year
• Going Concern Risk Filings in the last year
• Ind. Accountant Resigned
• Late Filings (NT 10-K / NT 10-Q) within the last year
• Non-Reliance / Restatement in last year
• SEC Correspondence in the last year
• Settlement Agreement
• Significant Stock Drop(s) in past 2 years

Ticker: PLAY
Mkt Cap: $1.0B
1-Yr TSR: -25.7%
Board Rating: B-

• Tarun Lal has been appointed as Chief Executive Officer of Dave & Buster’s Entertainment, Inc., effective July 14, 2025, while Kevin Sheehan will exit the role of Interim CEO on July 15, 2025, but will remain as Chairman of the Board.  (view source)

• 13D filed in the last 6 months
• Amended Filing (10-Q/A)
• Amended Filings (10-Q/A) within the last year
• Bankruptcy Alert: 2 directors have bankruptcy histories (PLAY)
• CEO Tenure Was Under 2 Years: Kevin M Sheehan
• Cooperation Agreement
• Cooperation Agreement in the last 2 years
• Director Elections: < 95% average votes FOR
• High CFO Turnover
• Significant Stock Drop(s) in past 2 years

Ticker: DG
Mkt Cap: $24.0B
1-Yr TSR: -10.2%
Board Rating: C+

• Kelly M. Dilts, CFO of Dollar General Corporation, is resigning effective August 28, 2025.  (view source)

• High Activist Vulnerability Risk Score (83)
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: ESRT
Mkt Cap: $1.3B
1-Yr TSR: -26.8%
Board Rating: C+

• George L. W. Malkin was appointed to the Board of Directors of Empire State Realty Trust, Inc. on July 13, 2025.  (view source)

• Amended Filing (10-K/A)
• Amended Filing (10-Q/A)
• Amended Filings (10-Q/A, 10-K/A) within the last year
• Gov Risk: Chairman is not independent
• Gov Risk: Multi-Class Shares
• Internal Control Risk
• Late Filings (NT 10-K / NT 10-Q) within the last year

Ticker: ELA
Mkt Cap: $160.1M
1-Yr TSR: 23.7%
Board Rating: A+

• Vince A. Ackerson was elected as an independent director of Envela Corporation, effective July 14, 2025.  (view source)

• Limited external board experience
• Significant Stock Drop(s) in past 2 years

Ticker: NVST
Mkt Cap: $3.3B
1-Yr TSR: 15.0%
Board Rating: C+

• J. Andrew Pierce has been elected to the Board of Directors of Envista Holdings Corporation, effective July 14, 2025.  (view source)

• CFO Tenure Was Under 2 Years: Stephan Keller
• Cyber Incident(s) within the last year
• Gov Risk: Classified Board / Staggered Director Elections
• High Activist Vulnerability Risk Score (92)

Ticker: EL
Mkt Cap: $31.1B
1-Yr TSR: -12.1%
Board Rating: C

• Lynn Forester de Rothschild will not stand for re-election as a Class II director, and Angela Wei Dong will retire from the Board effective the day before the 2025 Annual Meeting.  (view source)

• Bankruptcy Alert: 1 director has a bankruptcy history (EL)
• Cyber Incident(s) within 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: Multi-Class Shares
• High Activist Vulnerability Risk Score (100)
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: EWCZ
Mkt Cap: $266.6M
1-Yr TSR: -51.1%
Board Rating: C-

• Angela Jaskolski has been appointed as Chief Operating Officer of European Wax Center, effective August 18, 2025.  (view source)

• Bankruptcy Alert: 1 director has a bankruptcy history (EWCZ)
• CEO Tenure Was Under 2 Years: David L Willis
• 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
• Internal Control Risk
• Late Filings (NT 10-K / NT 10-Q) within the last year
• Significant Stock Drop(s) in past 2 years

Ticker: XGN
Mkt Cap: $129.3M
1-Yr TSR: 250.2%
Board Rating: B

• On July 17, 2025, Charles S. McKhann was appointed as a Class III director of Exagen Inc., effective immediately, and also joined the Compensation Committee and Nominating Committee.  (view source)

• CFO Tenure Was Under 2 Years: John Aballi
• 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
• Limited external board experience
• Significant Stock Drop(s) in past 2 years

Ticker: FDX
Mkt Cap: $54.7B
1-Yr TSR: -24.8%
Board Rating: C-

• On July 17, 2025, Sriram Krishnasamy will step down as Executive Vice President — Chief Digital and Information Officer and Chief Transformation Officer, while remaining as an Executive Advisor until October 31, 2025.  (view source)

• Bankruptcy Alert: 4 directors have bankruptcy histories (FDX)
• Cyber Incident(s) within the last year
• Deceased Person Disclosure
• Gov Risk: Chairman is not independent
• Gov Risk: Entrenched Board
• High Activist Vulnerability Risk Score (96)
• Pledging
• Workforce Reduction

Ticker: FDBC
Mkt Cap: $253.8M
1-Yr TSR: -16.9%
Board Rating: C

• Eugene J. Walsh is retiring from his roles as Vice President and Chief Operating Officer of Fidelity D & D Bancorp, Inc. and Executive Vice President and Chief Operating Officer of Fidelity Deposit and Discount Bank, effective July 25, 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

Ticker: FPAY
Mkt Cap: $28.3M
1-Yr TSR: 11.0%
Board Rating: C

• On July 8, 2025, John Davis was appointed as President of FlexShopper, Inc., in addition to his current role as Chief Operating Officer.  (view source)

• 13D filed in the last 6 months
• Director Elections: < 95% average votes FOR
• Internal Control Risk
• 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
• Stock Alert: 52-week low at $0.97

Ticker: FBIN
Mkt Cap: $6.5B
1-Yr TSR: -25.9%
Board Rating: C-

• On July 17, 2025, Mr. John D. Lee was appointed to the newly created role of Executive Vice President, Chief Digital and Innovation Officer at Fortune Brands Innovations, Inc.  (view source)

• Bankruptcy Alert: Current CFO has bankruptcy history (FBIN)
• Gov Risk: Classified Board / Staggered Director Elections
• High CFO Turnover
• Negative Say-On-Pay Vote: 87% For
• SEC No Action letter(s) in the last 2 years
• Workforce Reduction

Ticker: FWRD
Mkt Cap: $830.6M
1-Yr TSR: 9.3%
Board Rating: C-

• Jerome Lorrain was appointed as Executive Chairman of the Board of Forward Air Corporation on July 11, 2025.  (view source)

• 13D filed in the last 6 months
• Amended Filing (10-K/A)
• Bankruptcy Alert: 1 director has a bankruptcy history (FWRD)
• Cyber Incident(s) within the last year
• High Activist Vulnerability Risk Score (83)
• High CFO Turnover
• Ind. Accountant Dismissed
• 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: FRD
Mkt Cap: $109.6M
1-Yr TSR: -14.1%
Board Rating: A-

• Gaurav Chhibbar has been appointed as Chief Operating Officer of Friedman Industries, effective July 10, 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: Average Director tenure over 10 years
• Gov Risk: Entrenched Board
• Gov Risk: More than one Director over 75
• Ind. Accountant Resigned
• Limited external board experience

Ticker: FLL
Mkt Cap: $168.7M
1-Yr TSR: -12.3%
Board Rating: B

• Lewis A. Fanger was promoted to President while retaining his roles as CFO and Treasurer, and Elaine L. Guidroz continues as Senior Vice President, General Counsel and Secretary under a new employment agreement.  (view source)

• Director Elections: < 95% average votes FOR
• Gov Risk: Entrenched Board
• Ind. Accountant Dismissed
• Limited external board experience
• Negative Say-On-Pay Vote: 85% For
• SEC Correspondence in the last year
• Settlement Agreement
• Significant Stock Drop(s) in past 2 years

Ticker: GATX
Mkt Cap: $5.6B
1-Yr TSR: 6.9%
Board Rating: B-

• On July 13, 2025, Robert S. Wetherbee was elected as a director of GATX Corporation, effective immediately.  (view source)

• Settlement Agreement

Ticker: GCMG
Mkt Cap: $2.3B
1-Yr TSR: 15.3%
Board Rating: C+

• Sandra Buchanan resigned from her position at GCM Grosvenor Inc., effective October 3, 2025.  (view source)

• Director Elections: < 95% average votes FOR
• Gov Risk: Chairman is not independent
• Internal Control Risk
• Limited external board experience

Ticker: HAL
Mkt Cap: $18.5B
1-Yr TSR: -39.2%
Board Rating: D

• Charles E. Geer, Jr. is resigning as Senior Vice President and Chief Accounting Officer, while Stephanie Holzhauser is appointed as his successor in the same roles.  (view source)

• Bankruptcy Alert: 2 directors have bankruptcy histories (HAL)
• Cyber Incident(s) within the last year
• Gov Risk: Chairman is not independent
• Gov Risk: Entrenched Board
• High Activist Vulnerability Risk Score (81)
• SEC Correspondence in the last year

Ticker: HG
Mkt Cap: $2.2B
1-Yr TSR: 21.4%
Board Rating: A

• Raymond Karrenbauer has been appointed as Chief Information Officer of Hamilton Insurance Group, effective September 15, 2025.  (view source)

• Director Elections: < 95% average votes FOR

Ticker: HBIO
Mkt Cap: $20.1M
1-Yr TSR: -86.9%
Board Rating: C-

• On July 16, 2025, Harvard Bioscience, Inc. announced several personnel changes including the resignation of CEO James W. Green and the appointment of John Duke as the new CEO, along with the election of Robert Gagnon and Seth Benson to the Board of Directors.  (view source)

• Director Elections: < 95% average votes FOR
• Going Concern Risk Filings in the last year
• Gov Risk: Chairman is not independent
• Gov Risk: Classified Board / Staggered Director Elections
• Listing Rule Violation: Minimum Bid
• SEC Correspondence in the last year
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: HSIC
Mkt Cap: $8.5B
1-Yr TSR: -2.4%
Board Rating: B-

• Stanley M. Bergman will retire as CEO of Henry Schein, Inc. effective December 31, 2025, while continuing as Chairman of the Board.  (view source)

• 13D filed in the last 6 months
• Bankruptcy Alert: 1 director has a bankruptcy history (HSIC)
• Cyber Incident(s) within the last year
• Director Elections: < 95% average votes FOR
• Gov Risk: Chairman is not independent
• Gov Risk: Entrenched Board
• Negative Say-On-Pay Vote: 88% For
• SEC Correspondence in the last year
• Settlement Agreement
• Workforce Reduction

Ticker: HES
Mkt Cap: $46.1B
1-Yr TSR: -2.1%
Board Rating: B-

• In connection with the consummation of the Merger, several personnel changes occurred at Hess, including the appointment of new directors and the President.  (view source)

• Bankruptcy Alert: 2 directors have bankruptcy histories (HES)
• Gov Risk: Average Director tenure over 10 years
• Gov Risk: Entrenched Board
• Gov Risk: More than one Director over 75
• Gov Risk: No lead independent director
• Overboarding

Ticker: HPE
Mkt Cap: $27.3B
1-Yr TSR: 3.0%
Board Rating: C

• Mr. Robert M. Calderoni has been appointed to the Board of Directors, Strategy Committee (as chair), and Integration Committee (as member) effective immediately.  (view source)

• Abnormally High 8-K Filings
• Cooperation Agreement
• Cooperation Agreement in the last 2 years
• Gov Risk: Entrenched Board
• High Activist Vulnerability Risk Score (91)
• Negative Say-On-Pay Vote: 89% For
• SEC Correspondence in the last year
• SEC No Action letter: Responses
• SEC No Action letter(s) in the last 2 years
• Workforce Reduction

Ticker: ICAD
Mkt Cap: $106.2M
1-Yr TSR: 182.5%
Board Rating: B+

• On April 15, 2025, iCAD’s board approved retention bonuses for Dana Brown and Eric Lonnqvist, and following the merger, new appointments were made including Dr. Howard Berger as CEO and Mark Stolper as CFO.  (view source)

• Amended Filing (10-K/A)
• Amended Filing (10-Q/A)
• Amended Filings (10-Q/A, 10-K/A) within the last year
• Bankruptcy Alert: Current CFO has bankruptcy history (ICAD)
• Gov Risk: Chairman is not independent
• Gov Risk: No lead independent director
• High CFO Turnover
• Merger Agreement
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: INR
Mkt Cap: $946.0M
1-Yr TSR: %

• Brian Pietrandrea has been appointed as Chief Accounting Officer of Infinity Natural Resources, Inc., effective July 16, 2025.  (view source)

• Bankruptcy Alert: 1 director has a bankruptcy history (INR)
• Internal Control Risk
• SEC Correspondence in the last year

Ticker: IR
Mkt Cap: $35.4B
1-Yr TSR: -10.4%
Board Rating: B-

• Aurobind Satpathy has been appointed as a director of the Board of Ingersoll Rand Inc., effective July 15, 2025.  (view source)

• Gov Risk: Classified Board / Staggered Director Elections
• SEC No Action letter(s) in the last 2 years
• Workforce Reduction

Ticker: IOVA
Mkt Cap: $781.4M
1-Yr TSR: -73.8%
Board Rating: D

• Corleen Roche has been appointed as the Chief Financial Officer of Iovance Biotherapeutics, Inc., effective August 6, 2025, replacing Matthew W. Rosinack.  (view source)

• CFO Tenure Was Under 2 Years: Matthew W Rosinack
• Director Elections: < 95% average votes FOR
• Executive Termination(s) within the last year
• High Activist Vulnerability Risk Score (98)
• High CFO Turnover
• Overboarding
• Significant Stock Drop(s) in past 2 years

Ticker: KVUE
Mkt Cap: $42.0B
1-Yr TSR: 23.0%
Board Rating: C

• Kenvue announced the transition of Thibaut Mongon as CEO and the appointment of Kirk L. Perry as interim CEO, effective July 14, 2025.  (view source)

• Bankruptcy Alert: 1 director has a bankruptcy history (KVUE)
• Cooperation Agreement
• Cooperation Agreement in the last 2 years
• Proxy Fight in the last 2 years
• SEC Correspondence in the last year
• SEC No Action letter: Requests
• SEC No Action letter: Responses
• SEC No Action letter(s) in the last 2 years
• Workforce Reduction

Ticker: KROS
Mkt Cap: $583.2M
1-Yr TSR: -71.1%
Board Rating: C-

• Yung H. Chyung, M.D. is resigning from his role as Chief Medical Officer effective August 1, 2025.  (view source)

• 13D filed in the last 6 months
• Abnormally High 8-K Filings
• Director Elections: < 95% average votes FOR
• Gov Risk: Classified Board / Staggered Director Elections
• High Activist Vulnerability Risk Score (91)
• Negative Say-On-Pay Vote: 81% For
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: LESL
Mkt Cap: $72.9M
1-Yr TSR: -90.4%
Board Rating: D

• On July 15, 2025, Leslie’s, Inc. appointed Amy College as Chief Merchandising and Supply Chain Officer effective July 20, 2025, and announced the departure of Moyo LaBode from the same role effective July 15, 2025.  (view source)

• CFO Tenure Was Under 2 Years: Scott Justin Bowman
• 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: Elevated (67)
• Hot Seat Risk Score – CEO: Elevated (71)
• Listing Rule Violation: Minimum Bid
• SEC No Action letter: Responses
• SEC No Action letter(s) in the last 2 years
• Significant Stock Drop(s) in past 2 years
• Stock Alert: All-time low at $0.39

Ticker: LBRDA
Mkt Cap: $12.6B
1-Yr TSR: 51.5%
Board Rating: C-

• Martin E. Patterson has been appointed as President and CEO of Liberty Broadband, effective July 10, 2025, while John C. Malone will resign from the CEO position but remain as Chairman of the Board.  (view source)

• 13D filed in the last 6 months
• Abnormally High 8-K Filings
• CEO Tenure Was Under 2 Years: John C Malone
• 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
• Gov Risk: Multi-Class Shares
• Gov Risk: No lead independent director
• Pledging
• Significant Stock Drop(s) in past 2 years

Ticker: LPSN
Mkt Cap: $94.8M
1-Yr TSR: 3.8%
Board Rating: C-

• On July 11, 2025, Anthony Zingale was appointed as a Class I director of LivePerson, Inc. with a term expiring at the 2028 Annual Meeting of Stockholders.  (view source)

• 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
• Hot Seat Risk Score – CEO: Elevated (69)
• Listing Rule Violation: Minimum Bid
• Negative Say-On-Pay Vote: 77% For
• Negative Say-On-Pay Vote: 88% For
• Proxy Fight in the last 2 years
• Section 220 Disclosure
• Significant Stock Drop(s) in past 2 years

Ticker: LRFC
Mkt Cap: $50.7M
1-Yr TSR: -8.1%
Board Rating: B-

• The text discusses a change in control of the Company due to a merger, resulting in the departure of named officers and directors, and the appointment of new directors and officers from the Merger Sub.  (view source)

• Amended Filing (10-K/A)
• Amended Filings (10-K/A) within the last year
• CFO Tenure Was Under 2 Years: Brandon Satoren
• Gov Risk: Chairman is not independent
• Gov Risk: No lead independent director
• High CFO Turnover
• Internal Control Risk
• Limited external board experience
• Merger Agreement

Ticker: MPX
Mkt Cap: $297.1M
1-Yr TSR: -13.5%
Board Rating: C+

• On July 14, 2025, Gary Kolstad was appointed as an Independent Director of Marine Products Corporation.  (view source)

• 13D filed in the last 6 months
• Bankruptcy Alert: 1 director has a bankruptcy history (MPX)
• Cyber Incident(s) within the last year
• Gov Risk: Chairman is not independent
• Gov Risk: Classified Board / Staggered Director Elections
• Immediate Resignation
• SEC Correspondence in the last year

Ticker: MAR
Mkt Cap: $74.4B
1-Yr TSR: 10.8%
Board Rating: B+

• Kathleen K. Oberg is retiring as CFO, and Jennifer C. Mason is appointed as the new CFO effective upon Oberg’s departure.  (view source)

• Bankruptcy Alert: 2 directors have bankruptcy histories (MAR)
• Cyber Incident(s) within the last year
• Gov Risk: Chairman is not independent
• Gov Risk: Entrenched Board
• Pledging

Ticker: MRVL
Mkt Cap: $62.1B
1-Yr TSR: 6.4%
Board Rating: C+

• On July 15, 2025, Chris Koopmans was promoted to President and Chief Operating Officer, and Sandeep Bharathi was promoted to President, Data Center Group at Marvell Technology, Inc.  (view source)

• Abnormally High 8-K Filings
• Cyber Incident(s) within the last year
• High Activist Vulnerability Risk Score (93)
• Negative Say-On-Pay Vote: 83% For
• SEC No Action letter(s) in the last 2 years
• Settlement Agreement
• Significant Stock Drop(s) in past 2 years

Ticker: MIGI
Mkt Cap: $10.7M
1-Yr TSR: -68.3%
Board Rating: C-

• On July 8, 2025, Mr. Rahul Mewawalla was terminated as CEO and President of Mawson Infrastructure Group Inc. and also resigned from the Board of Directors.  (view source)

• 13D filed in the last 6 months
• Abnormally High 8-K Filings
• Amended Filing (10-K/A)
• Amended Filings (10-K/A) within the last year
• Going Concern Risk Filings in the last year
• High Activist Vulnerability Risk Score (100)
• High CFO Turnover
• Immediate Resignation
• Internal Control Risk
• Late Filings (NT 10-K / NT 10-Q) within the last year
• Listing Rule Violation: Minimum Bid
• Significant Stock Drop(s) in past 2 years

Ticker: MBRX
Mkt Cap: $11.8M
1-Yr TSR: -81.1%
Board Rating: D

• Adriano Treve has been appointed as a Strategic Advisor for partnerships at Moleculin Biotech, Inc.  (view source)

• Abnormally High 8-K Filings
• Amended Filing (10-K/A)
• Going Concern Risk Filings in the last year
• High Activist Vulnerability Risk Score (80)
• Listing Rule Violation: Minimum Bid
• Listing Rule Violation: Minimum Stockholder Equity
• SEC Correspondence in the last year
• SEC Investigation Related
• Significant Stock Drop(s) in past 2 years

Ticker: MCO
Mkt Cap: $90.4B
1-Yr TSR: 11.0%
Board Rating: B

• Mr. Sumit Dhawan has been elected to the Board of Directors of Moody’s Corporation, effective July 16, 2025.  (view source)

• Director Elections: < 95% average votes FOR
• Negative Say-On-Pay Vote: 87% For
• SEC Investigation Related

Ticker: STIM
Mkt Cap: $252.1M
1-Yr TSR: 91.5%
Board Rating: B

• On July 15, 2025, Steven Pfanstiel was appointed as Executive Vice President, Chief Financial Officer, and Treasurer of Neuronetics, Inc.  (view source)

• Bankruptcy Alert: 2 directors have bankruptcy histories (STIM)
• Bankruptcy Alert: Current CEO has bankruptcy history (STIM)
• Listing Rule Violation: Minimum Bid
• Section 220 Disclosure
• Settlement Agreement
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: NEM
Mkt Cap: $64.5B
1-Yr TSR: 22.7%
Board Rating: C+

• Karyn F. Ovelmen resigned as CFO of Newmont Corporation, effective July 11, 2025, and Peter Wexler was appointed as interim CFO on the same date.  (view source)

• Bankruptcy Alert: 2 directors have bankruptcy histories (NEM)
• Class Action
• Cyber Incident(s) within the last year
• High CFO Turnover
• Negative Say-On-Pay Vote: 87% For
• SEC Correspondence in the last year
• Settlement Agreement
• Workforce Reduction

Ticker: NTRP
Mkt Cap: $30.7M
1-Yr TSR: 18.1%
Board Rating: C-

• On July 14, 2025, NextTrip, Inc. appointed several individuals to its Board of Directors, including Willian Kerby and Andy Kaplan, effective July 17, 2025, and also appointed four NTH Appointees effective July 28, 2025.  (view source)

• Abnormally High 8-K Filings
• Failed to File Annual/Quarterly Report
• Going Concern Risk Filings in the last year
• Gov Risk: More than one Director over 75
• Limited external board experience
• Listing Rule Violation: Minimum Stockholder Equity
• Listing Rule Violation: No Annual Meeting
• Significant Stock Drop(s) in past 2 years

Ticker: NDSN
Mkt Cap: $12.3B
1-Yr TSR: -9.4%
Board Rating: C-

• On July 14, 2025, Joseph M. Rutledge was appointed as Vice President and Chief Accounting Officer, while Stephen Shamrock exited from the same role on July 10, 2025.  (view source)

• Bankruptcy Alert: 2 directors have bankruptcy histories (NDSN)
• Gov Risk: Classified Board / Staggered Director Elections
• Gov Risk: No lead independent director
• High Activist Vulnerability Risk Score (87)

Ticker: NVT
Mkt Cap: $12.7B
1-Yr TSR: 4.6%
Board Rating: B+

• On July 17, 2025, Diane Leopold was appointed as a director of nVent Electric plc and as a member of the Audit and Finance Committee.  (view source)
• Jon D. Lammers intends to retire from his role as Executive Vice President, General Counsel and Secretary effective April 1, 2026.  (view source)

• Bankruptcy Alert: 1 director has a bankruptcy history (NVT)
• Gov Risk: Chairman is not independent
• SEC Correspondence in the last year

Ticker: ONCO
Mkt Cap: $1.9M
1-Yr TSR: -99.3%
Board Rating: C-

• On July 12, 2025, Andrew Oakley was elected as Lead Independent Director of Onconetix’s Board of Directors.  (view source)

• 13D filed in the last 6 months
• Abnormally High 8-K Filings
• Cyber Incident(s) within the last year
• Going Concern Risk Filings in the last year
• Gov Risk: Classified Board / Staggered Director Elections
• Gov Risk: No lead independent director
• High Activist Vulnerability Risk Score (93)
• 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
• Stock Alert: All-time low at $3.51

Ticker: OPRT
Mkt Cap: $237.4M
1-Yr TSR: 85.1%
Board Rating: C-

• Warren Wilcox will join Oportun Financial Corporation’s board of directors as a Class III director effective after the 2025 annual meeting of stockholders.  (view source)

• 13D filed in the last 6 months
• Amended Filing (10-K/A)
• Amended Filings (10-K/A) within the last year
• CFO Tenure Was Under 2 Years: Casey Mueller
• Contested Proxy (OPRT)
• Gov Risk: Classified Board / Staggered Director Elections
• Internal Control Risk
• Proxy Fight in the last 2 years
• SEC Correspondence in the last year
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: PAYX
Mkt Cap: $51.6B
1-Yr TSR: 16.2%
Board Rating: B-

• On July 8, 2025, Mark Bottini and Michael Gioja announced their retirements from their respective roles at Paychex, Inc., with both serving as special advisors for a transition period.  (view source)

• Gov Risk: Average Director tenure over 10 years
• Gov Risk: Chairman is not independent
• Gov Risk: Entrenched Board
• Merger Agreement
• Pledging
• Workforce Reduction

Ticker: POWI
Mkt Cap: $3.0B
1-Yr TSR: -27.6%
Board Rating: C-

• Dr. Jennifer Lloyd has been appointed as President and CEO of Power Integrations, effective July 21, 2025, while Balu Balakrishnan will transition to Executive Chairman of the Board on the same date.  (view source)

• Gov Risk: Average Director tenure over 10 years
• Gov Risk: Entrenched Board
• Negative Say-On-Pay Vote: 77% For

Ticker: PRME
Mkt Cap: $512.0M
1-Yr TSR: -38.0%
Board Rating: D

• On July 14, 2025, Jeremy Duffield, M.D. Ph.D., FRCP will step down from his role as Chief Scientific Officer, effective July 15, 2025.  (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: No lead independent director
• Internal Control Risk
• SEC Correspondence in the last year
• Settlement Agreement
• Significant Stock Drop(s) in past 2 years

Ticker: PUMP
Mkt Cap: $601.6M
1-Yr TSR: -35.7%
Board Rating: C-

• Caleb L. Weatherl was appointed as Chief Financial Officer of ProPetro Holding Corp., effective July 14, 2025, transitioning from his previous role as CEO of Garrison Energy.  (view source)

• Bankruptcy Alert: 2 directors have bankruptcy histories (PUMP)
• CFO Tenure Was Under 2 Years: Celina A Davila
• High Activist Vulnerability Risk Score (90)
• High CFO Turnover
• Hot Seat Risk Score – CEO: Elevated (73)
• Internal Control Risk
• SEC Investigation Related

Ticker: PLSE
Mkt Cap: $1.1B
1-Yr TSR: -4.5%
Board Rating: C

• Mr. Steven T. Weber has been appointed as Vice President of Accounting and Global Corporate Controller, effective July 14, 2025.  (view source)

• Amended Filing (10-K/A)
• Amended Filings (10-K/A) within the last year
• Bankruptcy Alert: 2 directors have bankruptcy histories (PLSE)
• Bankruptcy Alert: Current CEO has bankruptcy history (PLSE)
• CEO Tenure Was Under 2 Years: Burke Thomas Barrett
• CEO Tenure Was Under 2 Years: Darrin Uecker
• CFO Tenure Was Under 2 Years: Darrin Uecker
• High CFO Turnover
• Late Filings (NT 10-K / NT 10-Q) within the last year
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: RFL
Mkt Cap: $80.0M
1-Yr TSR: 51.0%
Board Rating: B-

• N. Scott Fine was elected as an ex-officio director and vice chairman of Rafael Holdings, Inc., while resigning as CEO of Cyclo Therapeutics, effective July 31, 2025.  (view source)

• 13D filed in the last 6 months
• Bankruptcy Alert: 1 director has a bankruptcy history (RFL)
• Cyber Incident(s) within the last year
• High CFO Turnover
• Internal Control Risk
• Late Filings (NT 10-K / NT 10-Q) within the last year
• Merger Agreement
• SEC Correspondence in the last year
• Settlement Agreement
• Significant Stock Drop(s) in past 2 years

Ticker: RHLD
Mkt Cap: $377.1M
1-Yr TSR: %

• On July 12, 2025, Wayne M. Hewett and Timothy O. Mahoney were appointed as members of the Board of Directors of Resolute Holdings Management, Inc.  (view source)

• 13D filed in the last 6 months
• Director Elections: < 95% average votes FOR
• SEC Correspondence in the last year
• Significant Stock Drop(s) in past 2 years

Ticker: ROG
Mkt Cap: $1.2B
1-Yr TSR: -49.3%
Board Rating: C-

• R. Colin Gouveia exited as President and CEO and from the Board on July 12, 2025, while Ali El-Haj entered as Interim President and CEO on the same date. Additionally, Lawrence E. Schmid exited as Senior Vice President of Global Operations on July 14, 2025.  (view source)

• High Activist Vulnerability Risk Score (95)
• Settlement Agreement
• Workforce Reduction

Ticker: RPRX
Mkt Cap: $19.9B
1-Yr TSR: 29.9%
Board Rating: C-

• Effective July 17, 2025, Carole Ho and Elizabeth (Bess) Weatherman were appointed as new members of the Board of Directors of Royalty Pharma plc.  (view source)

• 13D filed in the last 6 months
• Bankruptcy Alert: 1 director has a bankruptcy history (RPRX)
• Gov Risk: Chairman is not independent
• SEC Correspondence in the last year

Ticker: RES
Mkt Cap: $1.0B
1-Yr TSR: -24.2%
Board Rating: C-

• On July 14, 2025, Gary Kolstad was appointed as an Independent Director of RPC, Inc.  (view source)

• 13D filed in the last 6 months
• Bankruptcy Alert: 1 director has a bankruptcy history (RES)
• Cyber Incident(s) within the last year
• Gov Risk: Chairman is not independent
• Gov Risk: Classified Board / Staggered Director Elections
• Immediate Resignation
• SEC Correspondence in the last year

Ticker: RYAN
Mkt Cap: $17.6B
1-Yr TSR: 15.8%
Board Rating: B

• D. Cameron Findlay passed away, leading to the appointment of John W. Rogers, Jr. as Lead Director and Henry S. Bienen as Chairperson of the Compensation and Governance Committee.  (view source)

• Bankruptcy Alert: 1 director has a bankruptcy history (RYAN)
• 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: Multi-Class Shares

Ticker: SRPT
Mkt Cap: $2.2B
1-Yr TSR: -85.0%
Board Rating: C

• On July 14, 2025, Sarepta Therapeutics appointed Ian Estepan as President and COO, Louise Rodino-Klapac, Ph.D. as President of R&D and Technical Operations, and Ryan Wong as Executive Vice President and CFO, effective July 16, 2025. Additionally, Dallan Murray was terminated as Executive Vice President, Chief Customer Officer, effective July 18, 2025.  (view source)

• Director Elections: < 95% average votes FOR
• Executive Termination(s) within the last year
• 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
• Workforce Reduction

Ticker: SO
Mkt Cap: $102.6B
1-Yr TSR: 18.2%
Board Rating: B+

• David P. Poroch has been appointed as Executive Vice President and Chief Financial Officer of The Southern Company, effective July 31, 2025.  (view source)

• Gov Risk: Chairman is not independent
• Gov Risk: Entrenched Board
• Gov Risk: More than one Director over 75
• SEC No Action letter(s) in the last 2 years
• Settlement Agreement

Ticker: SRXH
Mkt Cap: $6.5M
1-Yr TSR: -86.2%
Board Rating: D

• Adesh Vora resigned as CEO and transitioned to Vice Chairman of the Board, while Kent Cunningham was appointed as the new CEO.  (view source)

• Going Concern Risk Filings in the last year
• Immediate Resignation
• Limited external board experience
• SEC Correspondence in the last year
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: SCL
Mkt Cap: $1.3B
1-Yr TSR: -36.2%
Board Rating: C-

• Ruben Velasquez has been appointed as Vice President and Chief Financial Officer, effective July 15, 2025, succeeding Samuel Hinrichsen, who will continue as Vice President of Finance.  (view source)

• CFO Tenure Was Under 2 Years: Samuel S. Hinrichsen
• Cyber Incident(s) within the last year
• Executive Termination(s) within the last year
• Gov Risk: Chairman is not independent
• Gov Risk: Classified Board / Staggered Director Elections
• High Activist Vulnerability Risk Score (83)
• Workforce Reduction

Ticker: SNPS
Mkt Cap: $91.4B
1-Yr TSR: 3.3%
Board Rating: B-

• Janet Lee was appointed as Synopsys’ General Counsel and Corporate Secretary, succeeding John F. Runkel, Jr., who transitioned to Chief Legal Officer. Additionally, Dr. Ajei Gopal and Ravi Vijayaraghavan were appointed as directors of Synopsys following the merger with Ansys.  (view source)

• Bankruptcy Alert: 1 director has a bankruptcy history (SNPS)
• Gov Risk: Average Director tenure over 10 years
• Gov Risk: Entrenched Board
• High Activist Vulnerability Risk Score (78)

Ticker: TTGT
Mkt Cap: $554.0M
1-Yr TSR: -77.0%
Board Rating: D

• Gary Nugent will assume the duties of Ms. Kitchens as CEO, effective as of the Separation Date, while Ms. Kitchens is entitled to severance benefits following her exit.  (view source)

• Cooperation Agreement
• High Activist Vulnerability Risk Score (98)
• Internal Control Risk
• Late Filings (NT 10-K / NT 10-Q) within the last year
• Non-Reliance / Restatement Filed
• Non-Reliance / Restatement in last year
• SEC Correspondence in the last year
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: TRC
Mkt Cap: $489.8M
1-Yr TSR: -6.9%
Board Rating: C-

• On July 15, 2025, Robert D. Velasquez was appointed as interim Chief Financial Officer and Treasurer of Tejon Ranch Co.  (view source)

• Contested Proxy (TRC)
• Director Elections: < 95% average votes FOR
• High CFO Turnover
• Negative Say-On-Pay Vote: 58% For
• Proxy Fight in the last 2 years
• SEC Correspondence in the last year
• SEC No Action letter(s) in the last 2 years
• Settlement Agreement

Ticker: THR
Mkt Cap: $929.8M
1-Yr TSR: -15.8%
Board Rating: C-

• On July 1, 2025, Thomas Cerovski was appointed as Senior Vice President and Chief Operating Officer of Thermon Group Holdings, Inc.  (view source)

• Bankruptcy Alert: 2 directors have bankruptcy histories (THR)
• CFO Tenure Was Under 2 Years: Greg Lucas
• Gov Risk: Entrenched Board
• Gov Risk: More than one Director over 75
• High CFO Turnover
• Settlement Agreement
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: TVRD
Mkt Cap: $224.5M
1-Yr TSR: 95.3%
Board Rating: C-

• On July 8, 2025, Shaheen Wirk resigned from the Board of Directors of Tvardi Therapeutics, Inc.  (view source)

• 13D filed in the last 6 months
• Gov Risk: Classified Board / Staggered Director Elections
• High CFO Turnover
• Ind. Accountant Dismissed
• Merger Agreement
• Overboarding
• SEC Correspondence in the last year
• Significant Stock Drop(s) in past 2 years
• Workforce Reduction

Ticker: UEIC
Mkt Cap: $85.7M
1-Yr TSR: -46.2%
Board Rating: C

• On July 14, 2025, Richard K. Carnifax was appointed as Interim Chief Executive Officer, while John Mutch and Michael D. Burger were appointed to the Audit Committee of the Board.  (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
• SEC Correspondence in the last year
• Workforce Reduction

Ticker: UPLD
Mkt Cap: $55.3M
1-Yr TSR: -20.2%
Board Rating: C-

• Karen Cummings will retire as President and COO effective July 31, 2025, Daniel Doman will become Chief Product and Operating Officer effective August 1, 2025, and John T. McDonald will also serve as President effective August 1, 2025.  (view source)

• Amended Filing (10-K/A)
• Amended Filing (10-Q/A)
• Amended Filings (10-Q/A, 10-K/A) within the last year
• Director Elections: < 95% average votes FOR
• Executive Termination(s) within the last year
• Gov Risk: Classified Board / Staggered Director Elections
• Gov Risk: No lead independent director
• Internal Control Risk
• Significant Stock Drop(s) in past 2 years

Ticker: VC
Mkt Cap: $3.0B
1-Yr TSR: -3.5%
Board Rating: B-

• Ms. Marjorie T. Sennett has been elected to the Board of Directors of Visteon Corporation effective July 17, 2025.  (view source)

• Gov Risk: Average Director tenure over 10 years
• Gov Risk: Entrenched Board
• Gov Risk: No lead independent director
• Negative Say-On-Pay Vote: 89% For
• Pledging
• SEC Correspondence in the last year
• Settlement Agreement

Ticker: VLCN
Mkt Cap: $11.8M
1-Yr TSR: -89.0%
Board Rating: D

• The Company appointed Ryan Lane, Ian Read, Rohan Chauhan, and Matthew Homer as directors, with Ryan Lane also serving as Co-CEO. Timothy Silver was appointed as COO, and Brett Director as VP of Legal, while John Kim and Greg Endo continue as Co-CEO and CFO, respectively.  (view source)

• Abnormally High 8-K Filings
• Amended Filing (10-K/A)
• Amended Filings (10-K/A) within the last year
• Director Elections: < 95% average votes FOR
• Going Concern Risk Filings in the last year
• High Activist Vulnerability Risk Score (100)
• Hot Seat Risk Score – CEO: High (97)
• Limited external board experience
• Listing Rule Violation: Minimum Bid
• SEC Correspondence in the last year
• Settlement Agreement
• Significant Stock Drop(s) in past 2 years

Ticker: WTS
Mkt Cap: $8.4B
1-Yr TSR: 29.1%
Board Rating: B

• On July 14, 2025, Ryan Lada was appointed as CFO of Watts Water Technologies, while Shashank Patel will step down from the CFO role on July 28, 2025.  (view source)

• Director Elections: < 95% average votes FOR
• Gov Risk: Chairman is not independent
• Gov Risk: Multi-Class Shares
• Internal Control Risk
• Stock Alert: All-time high at $258.16
• Workforce Reduction

Ticker: WAL
Mkt Cap: $9.3B
1-Yr TSR: 17.5%
Board Rating: A-

• On July 14, 2025, Vishal Idnani will be appointed as Chief Financial Officer effective January 2, 2026, while Dale Gibbons will transition to Vice Chairman and Chief Banking Officer on the same date.  (view source)

• Bankruptcy Alert: 1 director has a bankruptcy history (WAL)
• Gov Risk: Average Director tenure over 10 years
• Gov Risk: Entrenched Board
• SEC No Action letter: Requests
• SEC No Action letter: Responses
• SEC No Action letter(s) in the last 2 years