WEEKLY SNAPSHOT
Starbucks (SBUX) officially won its proxy contest (more below) with the Strategic Organizing Center (SOC). SOC had targeted directors Ritch Allison (93.3% FOR), Andy Campion (95.7% FOR) and Jørgen Vig Knudstorp (90.3% FOR). So, the campaign certainly made a dent as typically directors receive votes in the very high 90s range, but in the end didn’t amount to much. The SOCs campaign had its merits, but many will wonder if the expenses passed onto shareholders and the unions were worth it. Say-on-Pay also had a little lower support than is typical at most companies, coming in at 91% voting for. SBUX has actually had a history of executive compensation angst with only 85% support in 2023 and a very low 43% support in 2021.
The Rubric Capital vs Xperi proxy battle will begin to heat up now as the first preliminary proxy has been filed. Rubric has expressed opposition towards the re-election of Deborah S. Conrad and Thomas A. Lacey, two out of five directors, as disclosed in their initial 13D filing on January 23, 2024. Preceding this, on January 22, 2024, Rubric submitted a letter to the Xperi board nominating their own directors. Xperi, which commenced trading independently from Xperi Holding on October 1, 2022, has witnessed a significant decline of nearly 30% in its stock value since the spin-off. With an elevated Boardroom Alpha Activist Vulnerability Score and a board rating of C-, Xperi its no surprise the battle is no surprise. Additionally, despite shareholder losses, CEO Kirchner received a substantial compensation of $9.9 million in 2022.
Bradley L. Radoff is in at DMC Global (BOOM) which is down over -18% in the last year. Radoff will work with the board to identify a new independent director and will see the board downsize modestly with two existing directors not being re-nominated.
Thirdpoint and Saddlepoint are in at Advance Auto Parts (AAP) which is down over 31% in the last year. The board will add 3 of the activists’ selected directors.
3M CO (MMM) will lose Michael Roman as CEO in April. Many shareholders will be happy to see him go as his ~6 years at the helm has seen the stock drop from ~$195 to ~$105 — a -46% decline. New CEO William Brown will have his work cut out for him. Given the board’s track record — we rate almost every one of their tenures as a D — it may be time for a big shake-up. The Boardroom Alpha Activist Vulnerability Score is blinking red and we won’t be surprised to see someone giving the board a real push, real soon. Whomever is at the helm, they will need to fix executive compensation in conjunction with performance. Our pay-for-performance measure says CEO pay is out-of-whack, but given performance under Roman, most anyone would believe that $14M in 2022 was too rich a payday. And, shareholders agree with only 87% supporting it in 2023 and 88% in 2022. Shareholders don’t vote on director pay, but many will also wonder if they are getting value-for-money with a 12 member board earning ~$3.5 annually while they continue to lose.
Wall Street let Under Armour (UAA) know what it thought of its decision to bring Kevin Plank back as CEO as the stock dropped 12% on the announcement. Departing CEO Stephanie Linnartz has only been in the role for after just over a year, but in that time UAA has traded down -26% to just over $7. And, this makes it two CEOs in two years — never a good sign. Under Armour is another board in need of change based on performance. 7 out of the 10 board members have D Boardroom Alpha ratings. Under Armour performance on both fundamental and market measures also has it at about the highest Activist Vulnerability Score possible. Shareholders will have to wait until late this summer to have their say (the 2023 meeting happened at the very end of August), but if performance remains status quo, we’d recommend they vote “NO” when it comes to re-electing this board.
ACTIVISM UPDATE
LATEST COOPERATION AGREEMENTS
TARGET | 1-Year TSR | ACTIVIST | SUMMARY | FILING | DATE | STOCK CHANGE | DAYS SINCE |
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DMC GLOBAL INC (BOOM) | -18.5% | Bradley L. Radoff |
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View Filing | 2024-03-15 | 3.0% | 1 |
ADVANCE AUTO PARTS INC (AAP) | -31.1% | Thirdpoint & Saddlepoint |
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View Filing | 2024-03-12 | 7.9% | 4 |
INFUSYSTEM HOLDINGS INC (INFU) | 8.5% | R. Rimmy Malhotra and Nicoya Capital |
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View Filing | 2024-03-08 | 0.8% | 8 |
BARNES GROUP INC (B) | -4.1% | Irenic Capital Management |
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View Filing | 2024-03-05 | 3.2% | 11 |
CHEFS’ WAREHOUSE INC (CHEF) | 18.7% | Legion Partners |
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View Filing | 2024-03-04 | -1.8% | 12 |
VENTAS INC (VTR) | -4.2% | Land & Buildings Investment Management |
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View Filing | 2024-03-04 | -3.7% | 12 |
LATEST 13D ACTIVIST FILINGS
Quick Link: See last week’s 13D filings update
FILED | TICKER | COMPANY | FILED BY | OWNERSHIP | 1-Year TSR | SUMMARY | FILING |
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2024-03-12 | SCNI | SCINAI IMMUNOTHERAPEUTICS LTD | STONE DANIEL E. | 12.96 | -77.2% |
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2024-03-12 – SC 13D |
2024-03-12 | TBRG | TRUBRIDGE INC | Pinetree Capital Ltd. | 7.50 | -65.0% |
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2024-03-12 – SC 13D |
PROXY CONTEST RESULTS
TICKER | COMPANY | ACTIVIST | MEETING DATE | SUMMARY |
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SBUX | STARBUCKS CORP | Strategic Organizing Center (SOC) | MARCH 15, 2024 | Vote Results – MARCH 15, 2024
Proxy Fight Summary
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LATEST PROXY CONTEST FILINGS
TICKER | COMPANY | LATEST PROXY | SUMMARY | FILED BY | FILINGS |
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DIS | WALT DISNEY CO | 2024-02-06 – DEFC14A | Activist / Trian Summary
Activist / Blackwell’s Summary
Other Activity
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WALT DISNEY CO | 2024-03-15 – DEFA14A 2024-03-13 – DEFA14A 2024-03-13 – DEFA14A 2024-03-13 – DEFA14A 2024-03-12 – DEFA14A 2024-03-12 – DEFA14A 2024-03-11 – DEFA14A 2024-03-11 – DEFA14A |
Blackwells Capital LLC | 2024-03-15 – DFAN14A 2024-03-12 – DFAN14A 2024-03-12 – DFAN14A 2024-03-11 – DFAN14A |
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Trian / Nelson Peltz | 2024-03-15 – DFAN14A 2024-03-15 – DFAN14A 2024-03-14 – DFAN14A 2024-03-13 – DFAN14A 2024-03-12 – DFAN14A 2024-03-12 – DFAN14A 2024-03-11 – DFAN14A 2024-03-11 – DFAN14A |
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NSC | NORFOLK SOUTHERN CORP | 2024-03-04 – PREC14A |
Activist / Ancora Summary
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NORFOLK SOUTHERN CORP | 2024-03-08 – DFAN14A 2024-03-05 – DEFA14A 2024-03-04 – DEFA14A 2024-03-04 – DEFA14A 2024-02-29 – DEFA14A 2024-02-26 – PREC14A 2024-02-26 – DEFA14A |
ANCORA ADVISORS, LLC | 2024-03-12 – DFAN14A 2024-03-07 – DFAN14A 2024-03-04 – PREC14A 2024-03-04 – DFAN14A 2024-03-04 – DFAN14A 2024-03-01 – DFAN14A 2024-02-28 – DFAN14A 2024-02-23 – DFAN14A |
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WH | WYNDHAM HOTELS & RESORTS INC | 2024-02-27 – PREC14A |
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WYNDHAM HOTELS & RESORTS INC | 2024-03-11 – DEFA14A 2024-03-11 – DEFA14A |
CHOICE HOTELS INTERNATIONAL INC | 2024-02-27 – PREC14A | ||||
ELAN | ELANCO ANIMAL HEALTH INC |
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ELANCO ANIMAL HEALTH INC | 2024-02-29 – DEFA14A 2024-02-29 – DEFA14A |
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ANCORA ADVISORS, LLC | 2024-02-29 – DFAN14A | ||||
CCI | CROWN CASTLE INC |
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CROWN CASTLE INC | 2024-03-05 – DEFA14A 2024-03-04 – DEFA14A 2024-02-28 – DEFA14A |
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Boots Parallel 1, LP | 2024-03-14 – DFAN14A 2024-03-12 – DFAN14A 2024-03-07 – DFAN14A 2024-03-04 – DFAN14A |
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M | MACY’S INC |
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MACY’S INC | 2024-03-14 – DEFA14A 2024-03-14 – DEFA14A 2024-03-04 – DEFA14A |
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Arkhouse Value Fund I LP | 2024-03-14 – PREC14A 2024-03-05 – DFAN14A 2024-03-05 – DFAN14A 2024-03-04 – DFAN14A |
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SCOR | COMSCORE INC |
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180 DEGREE CAPITAL CORP | 2024-03-04 – DFAN14A | |
XPER | XPERI INC | 2024-03-08 – PREC14A |
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Rubric Capital Management LP | 2024-03-11 – DFAN14A 2024-03-08 – PREC14A |
CEO & CFO MOVES
COMPANY | MARKET CAP / TSR | ROLE | LEAVING | NEW CEO / CFO | NEW CEO / CFO BIOGRAPHY |
---|---|---|---|---|---|
3M CO (MMM) | Mkt Cap: $58.0B 1-Yr TSR: 8.7% |
CEO | Michael F Roman 5.8 yrs ; -8.8% TSR |
William M Brown | Mr. Brown, 61, is the former chairman and chief executive officer of L3Harris Technologies, a global innovator in aerospace and defense technology solutions, where he served as executive chair from June 2021 to June 2022, after having served as chairman and chief executive officer from 2019 to June 2021. Mr. Brown previously served as chairman, president, and chief executive officer of Harris Corp…read full bio |
AILERON THERAPEUTICS INC (ALRN) | Mkt Cap: $25.3M 1-Yr TSR: 279.6% |
CEO | Manuel Aivado 5.5 yrs ; -33.8% TSR |
Brian Windsor | Prior to becoming President and Chief Operating Officer, Dr. Windsor served, since July 2013, as President, Chief Executive Officer and a director of Lung. From September 2019 to March 2022, Dr. Windsor served as a director and the Chief Science Officer of TFF Pharmaceuticals, Inc. (Nasdaq: TFFP), a public biopharmaceutical company that Lung spun out into an independent company. From Jan…read full bio |
ALLBIRDS INC (BIRD) | Mkt Cap: $113.3M 1-Yr TSR: -34.5% |
CEO | Joseph Zwillinger 2.3 yrs ; -74.8% TSR |
Joseph Vernachio | Mr. Vernachio, 59, served as the Company’s Chief Operating Officer since June 2021. From April 2017 to May 2021, Mr. Vernachio served as President of Mountain Hardwear, Inc., an outdoor apparel, equipment, and accessories company, where he led all aspects of Mountain Hardwear’s global business, including brand positioning, go-to-market strategies, and execution across all distribution …read full bio |
BETTER THERAPEUTICS INC (BTTX) | Mkt Cap: $2.1M 1-Yr TSR: -95.3% |
CEO | Frank Karbe 1.7 yrs ; -72.2% TSR |
Craig R Jalbert | Mr. Jalbert has served as a principal of the Foxborough, Massachusetts accounting firm of Verdolino & Lowey, P.C. since 1987. For over 30 years he has focused his practice in distressed businesses and has served, and continues to serve, in the capacities of officer and director for numerous firms in their wind-down phases….read full bio |
CENCORA INC (COR) | Mkt Cap: $47.5B 1-Yr TSR: 61.2% |
CEO | Steven H Collis 13.3 yrs ; 16.4% TSR |
Robert P Mauch | Bob Mauch is currently the Executive Vice President and Chief Operating Officer of Cencora, Inc. In this role, he leads all of Cencora’s domestic and international business units. Bob is focused on building innovative solutions that advance the delivery of pharmaceutical care, creating a best-in-class customer and partner experience, and ensuring access to life-saving pharmaceutical car…read full bio |
COGNEX CORP (CGNX) | Mkt Cap: $7.0B 1-Yr TSR: -14.6% |
CFO | Paul Todgham 4.0 yrs ; -5.2% TSR |
Laura MacDonald (interim) |
Ms. MacDonald, age 55, has served as the Company’s Vice President of Finance since December 2007, and prior to that time, worked in a series of roles with increasing responsibility in the Finance Department after joining the Company in 1994. Beginning in May 2019, Ms. MacDonald served as the Company’s “principal financial officer” and “principal accounting officer” prior to Mr. Todgham joining the…read full bio |
COMTECH TELECOMMUNICATIONS CORP (CMTL) | Mkt Cap: $130.7M 1-Yr TSR: -62.8% |
CEO | Ken Allen Peterman 1.6 yrs ; -22.7% TSR |
John Ratigan (interim) |
John Ratigan, age 63, who is currently the Company’s Chief Corporate Development Officer (“CCDO”), will serve as interim Chief Executive Officer, effective immediately. Before joining Comtech in November 2023 as the Company’s first CCDO, Mr. Ratigan served as CEO and President of iDirect Government, LLC and as an Executive Committee Member of ST Engineering iDirect, …read full bio |
COSTCO WHOLESALE CORP (COST) | Mkt Cap: $321.8B 1-Yr TSR: 55.1% |
CFO | Richard A Galanti 30.4 yrs ; 16.1% TSR |
Gary Millerchip | Gary brings extensive retail and finance experience to Costco, serving as Senior Vice President and Chief Financial Officer at The Kroger Co. since April 2019. Gary spent 15 years at The Kroger Co., preceded by more than 20 years in banking, most recently with the NatWest Group (formerly Royal Bank of Scotland) in the U.K….read full bio |
EL POLLO LOCO HOLDINGS INC (LOCO) | Mkt Cap: $266.8M 1-Yr TSR: -24.0% |
CEO | Maria Hollandsworth .3 yrs *interim; |
Elizabeth Williams | Ms. Williams, age 47, brings to the Company significant experience leading high-growth multi-unit retail, restaurant and service businesses. Most recently, Ms. Williams served as the Chief Executive Officer of Outfox Hospitality, parent company of Foxtrot, a high-growth modern café and convenience store, and Dom’s Kitchen and Market. Prior to Foxtrot, she led innovative brands …read full bio |
EQUINIX INC (EQIX) | Mkt Cap: $80.5B 1-Yr TSR: 25.4% |
CEO | Charles J Meyers 5.8 yrs ; 15.3% TSR |
Adaire Fox-Martin | Ms. Fox-Martin, age 59, has served as a member of the Board since 2020. In addition, prior to her appointment as Chief Executive Officer and President of the Company, she served as the President of Google Cloud Go-to-Market and the Head of Google Ireland. Prior to that, Ms. Fox-Martin served as the EMEA Cloud President of Google Cloud International, various roles at SAP, including a member of the …read full bio |
FOSSIL GROUP INC (FOSL) | Mkt Cap: $45.7M 1-Yr TSR: -74.7% |
CEO | Kosta N Kartsotis 23.4 yrs ; -7.8% TSR |
Jeffrey N Boyer (interim) |
Boyer has over 30 years of experience in retail and has been instrumental in leading key initiatives under the Company’s TAG Plan. He has been a member of the executive leadership team at Fossil Group since 2017 and has served as Chief Operating Officer since April 2021. He previously served as the Company’s Chief Financial Officer and Treasurer for four years and was a member of …read full bio |
FUNKO INC (FNKO) | Mkt Cap: $338.6M 1-Yr TSR: -14.5% |
CFO | Steve Nave 1.0 yrs ; -36.5% TSR |
Yves LePendeven | Mr. LePendeven, age 45, has served as the Company Deputy Chief Financial Officer since August 2023. Prior to that, Mr. Le Pendeven held several roles as a senior finance executive since joining Funko in October 2019. Prior to joining Funko, Mr. Le Pendeven served multiple finance roles at Volcom, a subsidiary of the Kering Group, most recently as Vice President, Financial Planning & Analy…read full bio |
HUDSON ACQUISITION I CORP (HUDA) | Mkt Cap: $47.3M 1-Yr TSR: 3.1% |
CEO | Jiang Hui 1.9 yrs ; 3.3% TSR |
Warren Wang | Mr. Wang brings over 20 years of experience in financing, listing, and capital operations. He currently serves as a board member and chief executive officer of PX SPAC Capital INC since February 2022, and as a board member and chief executive officer of PX Capital USA INC since March 2019. From March 2019 to January 2022, Mr. Wang served as the chairman and chief executive officer of Hudson Capita…read full bio |
ISUN INC (ISUN) | Mkt Cap: $6.8M 1-Yr TSR: -83.9% |
CEO | Jeffrey Peck 4.8 yrs ; -56.2% TSR |
Robert J. Zulkoski | Mr. Zulkoski, age 62, has over 30 years of experience in global finance and investment management. As a general partner he has invested over US$5BN of fiduciary capital. His current activities are focused on social impact projects and initiatives. He is currently Managing Partner of Conduit Capital Holdings US, a holding company established to hold a portfolio of interests in a variety of social a…read full bio |
KENNAMETAL INC (KMT) | Mkt Cap: $1.9B 1-Yr TSR: -12.6% |
CEO | Christopher Rossi 6.8 yrs ; -3.9% TSR |
Sanjay Chowbey | Sanjay Chowbey joined Kennametal in 2021 as Vice President of Kennametal Inc. and President of the Company’s Metal Cutting segment. Chowbey has global responsibility for the Metal Cutting segment. In this role he is accountable for all aspects of the business, including advancing the strategy, driving operational excellence and delivering profitable growth for the segment. He has more than 2…read full bio |
LEXARIA BIOSCIENCE CORP (LEXX) | Mkt Cap: $40.7M 1-Yr TSR: 39.8% |
CFO | Mike Shankman .8 yrs ; 240.3% TSR |
Nelson Cabatuan | Mr. Cabatuan does not have any family relationships with any other person employed or engaged by the Company nor has Mr. Cabatuan been a party to any transaction with the Company exceeding $120,000. Mr. Cabatuan has over 15 years of extensive experience in the biotech industry with a focus on strategic planning, fundraising, financial planning and analysis, accounting, administration and ope…read full bio |
MADRIGAL PHARMACEUTICALS INC (MDGL) | Mkt Cap: $5.4B 1-Yr TSR: 10.5% |
CFO | Alex G Howarth 2.8 yrs ; 25.7% TSR |
Mardi Dier | Ms. Dier, age 60, was most recently Chief Financial Officer of Acelyrin, Inc., where she completed the company’s $621 million initial public offering before departing in August 2023. Prior to that, Ms. Dier was Chief Financial Officer and Executive Vice President of Ultragenyx, responsible for leading the corporate strategy, FP&A, accounting, tax, investor relations, globa…read full bio |
MANNATECH INC (MTEX) | Mkt Cap: $16.8M 1-Yr TSR: -48.7% |
CEO | Alfredo Bala 8.7 yrs ; -3.7% TSR |
Landen Granvel Fredrick | Landen Fredrick, age 51, has served as President and Chief Operating Officer since June 7, 2023. He is the son of J. Stanley Fredrick, the Chairman of the Board and a major shareholder. He previously served as the Company’s Chief Sales and Marketing Officer, Global Chief Sales Officer and President, North America. Mr. Fredrick joined Mannatech in 2006 and has played a key role in developing …read full bio |
PERPETUA RESOURCES CORP (PPTA) | Mkt Cap: $253.1M 1-Yr TSR: 14.6% |
CEO | Laurel Sayer 8.2 yrs ; 5.4% TSR |
Jonathan Cherry | Mr. Cherry, age 54, previously served as President and Chief Executive Officer and as a director of PolyMet Mining Company (“PolyMet”) from July 2012 to November 2023 and as Chairman of the board of directors of PolyMet from June 2020 to November 2023. Prior to joining PolyMet, Mr. Cherry worked as Vice President, Environment and Government Affairs, R…read full bio |
PETCO HEALTH & WELLNESS COMPANY INC (WOOF) | Mkt Cap: $646.2M 1-Yr TSR: -77.6% |
CEO | Ron Coughlin 5.8 yrs ; -52.4% TSR |
R. Michael Mohan (interim) |
Mr. Mohan, 56, has served on the Board since March 2021 and as the Company’s Lead Independent Director since July 2021. In light of his appointment, Mr. Mohan will no longer serve as Lead Independent Director or as a member of the Audit Committee of the Board, but will continue to serve as a member of the Board. Previously, Mr. Mohan served as President and Chief Operating Off…read full bio |
PRUDENTIAL FINANCIAL INC (PRU) | Mkt Cap: $40.5B 1-Yr TSR: 42.3% |
CFO | Kenneth Tanji 5.3 yrs ; 8.1% TSR |
Yanela C. Frias | Ms. Frias, 51, has been in her current role since October 2021. She previously held various positions of increasing responsibility at the Company, including: President, Prudential Retirement, from December 2019 to October 2021; Head of Investment and Pension Solutions, Prudential Retirement, from June 2017 to December 2019; Senior Vice President, Head of Structured Settlements, Prudential Ret…read full bio |
PULMONX CORP (LUNG) | Mkt Cap: $344.9M 1-Yr TSR: -20.6% |
CEO | Glendon E French III 9.3 yrs ; -33.4% TSR |
Steven S. Williamson | Steve Williamson brings nearly 30 years of experience driving high growth medical device businesses, having served most recently as Chief Commercial Officer of Outset Medical, Inc (“Outset”). Prior to Outset, he served as the Worldwide President for the Peripheral Intervention (“PI”) business unit of CR Bard (“Bard”) and later Becton, Dickinson and Company (&ldq…read full bio |
RESTAURANT BRANDS INTERNATIONAL INC (QSR) | Mkt Cap: $24.8B 1-Yr TSR: 33.3% |
CFO | Matthew Dunnigan 6.2 yrs ; 7.4% TSR |
Sami A Siddiqui | Mr. Siddiqui has held the position of President, Popeyes U.S. & Canada since September 2020. Prior to that Mr. Siddiqui served as President of Asia Pacific for RBI from February 2019 to September 2020 and as Chief Financial Officer for Burger King Corporation from October 2018 to February 2019. From September 2016 to September 2018, he was President of Tim Hortons, having previously served as …read full bio |
SERES THERAPEUTICS INC (MCRB) | Mkt Cap: $118.7M 1-Yr TSR: -85.9% |
CFO | David Arkowitz 2.8 yrs ; -65.7% TSR |
Marella Thorell | Mr. Shaff, age 48, has served as the Company’s President and Chief Executive Officer and a member of the Board since January 2019. Previously, he served as the Company’s Chief Operating and Financial Officer and Executive Vice President from January 2018 until January 2019 and as the Company’s Chief Financial Officer from November 2014 until January 2019. From January 2012 to Nov…read full bio |
TURNING POINT BRANDS INC (TPB) | Mkt Cap: $487.1M 1-Yr TSR: 36.5% |
CFO | Luis Reformina 2.8 yrs ; -20.3% TSR |
Andrew Flynn | Andrew Flynn, age 48, previously served as the CFO of Connected Cannabis Co. (“Connected”) from September 2021 until March 2024, where he was responsible for bringing sustained profitable growth, expanding geographically and recapitalizing the company. Prior to joining Connected, from June 2019 until September 2021, Mr. Flynn served in various positions at Juul Labs, includin…read full bio |
UNDER ARMOUR INC (UAA) | Mkt Cap: $3.1B 1-Yr TSR: -14.2% |
CEO | Stephanie Linnartz 1.1 yrs ; -22.2% TSR |
Kevin A Plank | Mr. Plank, age 51, became the Company’s Executive Chair and Brand Chief in January 2020, after serving as Chief Executive Officer and Chair of the Board (“Chair”) of the Company from 1996 to 2019, and President from 1996 to July 2008 and August 2010 to July 2017. In connection with his appointment as President and Chief Executive Officer,…read full bio |
VACCINEX INC (VCNX) | Mkt Cap: $7.2M 1-Yr TSR: -91.1% |
CFO | Scott E Royer 4.1 yrs ; -69.1% TSR |
Jill Sanchez (interim) |
Ms. Sanchez is a CPA and has served the Company faithfully and efficiently for eight years most recently as the Company’s Controller since January 2019…read full bio |
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