WEEKLY SNAPSHOT
The biggest news regarding CEO moves this past week was the announcement that Dave Calhoun will be stepping down as Boeing (BA) CEO at the end of this year (see WSJ article here). Many agree with us that it doesn’t make sense for Calhoun to remain in charge for that full duration given all of BA’s issues, but it is critical they find the right next CEO. Moreover, we’d argue that even more change is needed and that starts with the board.
In our view, every board member should up for replacement at the Boeing shareholder meeting. Eleven of the thirteen (11 of 13) board members have been there for more than two years and clearly have not been able to get things in order. Additionally, if Calhoun isn’t the right CEO, then shareholders must ask if they believe a board that still has five of the board members that selected Calhoun as CEO (6 if you include Calhoun) is the right group to pick the new CEO.
More broadly, we continue to be amazed at the high levels of support that directors receive regardless of company performance. One must ask why it is almost always necessary for an activist to become involved before shareholders really stand up and make their voices heard. We just published a look at almost 300 directors that shareholders have voiced concerns about in early 2024 voting, but even in scenarios where performance is unquestionably terrible, directors receive support that suggests a majority of shareholders aren’t being critical enough. Over the course of the coming weeks, during our favorite season — proxy season — we’ll be looking at a number of poorly performing companies and their boards and flagging those we think should be voted out.
Company | Ticker | 1-Yr TSR | 3-Yr TSR | 5-Yr TSR | Avg Director Rating | Avg Vote FOR Directors | Vote FOR Pay | Activist Vulnerability | Director | % FOR Director | Director TSR | Director Rating |
---|---|---|---|---|---|---|---|---|---|---|---|---|
BOEING CO | BA | -3.8% | -21.2% | -47.2% | C | 95.7% | 74.0% | HIGH | Sabrina Soussan Steven M Mollenkopf John M Richardson Ronald A Williams Robert A Bradway David L Calhoun Lynne M Doughtie David L Gitlin Lynn J Good Stayce D Harris Akhil Johri David Leon Joyce Lawrence W Kellner |
96.9% 95.7% 97.0% 92.5% 96.1% 95.0% 96.4% 96.9% 94.8% 96.7% 96.0% 95.7% 94.2% |
-6% 11% -12% 10% 6% 11% -2% 21% 5% -7% 11% -5% 12% |
C- D D B- C+ B C- B+ C- C D C+ C+ |
Thankfully, in our opinion, activists are on the march so far in 2024 and pushing companies to do better. Below you’ll see some of the latest actions on cooperation agreements, 13-Ds and proxy contests.
You can also catch up on activist activity from the last few weeks here:
ACTIVISM UPDATE
LATEST COOPERATION AGREEMENTS
TARGET | 1-Year TSR | ACTIVIST | SUMMARY | FILING | DATE | STOCK CHANGE | DAYS SINCE |
---|---|---|---|---|---|---|---|
BJS RESTAURANTS INC (BJRI) | 26.7% | PW Partners |
|
View Filing | 2024-03-27 | 9.0% | 2 |
FOSSIL GROUP INC (FOSL) | -66.1% | Buxton Helmsley |
|
View Filing | 2024-03-25 | 13.3% | 4 |
MDU RESOURCES GROUP INC (MDU) | 28.7% | Keith Meister & Corvex Management |
|
View Filing | 2024-03-18 | 13.4% | 11 |
NOTABLE 13D ACTIVIST FILINGS
Quick Link: See last week’s 13D filings update
FILED | TICKER | COMPANY | FILED BY | OWNERSHIP | 1-Year TSR | FILING |
---|---|---|---|---|---|---|
2024-03-22 | NDLS | NOODLES & CO | Headlands Capital Management, LLC | 5.40 | -62.2% | 2024-03-22 – SC 13D |
2024-03-21 | TSP | TUSIMPLE HOLDINGS INC | Camac Partners, LLC | 5.10 | -89.9% | 2024-03-21 – SC 13D |
PROXY CONTEST RESULTS
TICKER | COMPANY | ACTIVIST | MEETING DATE | SUMMARY |
---|---|---|---|---|
SBUX | STARBUCKS CORP | Strategic Organizing Center (SOC) | MARCH 15, 2024 | Vote Results – MARCH 15, 2024
Proxy Fight Summary
|
WH | WYNDHAM HOTELS & RESORTS INC | CHOICE HOTELS INTERNATIONAL INC | N/A | RESULT
March 11, 2024 — Choice abandons it’s takeover effort and proxy contest BACKGROUND
|
LATEST PROXY CONTEST FILINGS
TICKER | COMPANY | LATEST PROXY | SUMMARY | FILED BY | FILINGS |
---|---|---|---|---|---|
BHR | BRAEMAR HOTELS & RESORTS INC | 2024-03-22 – PREC14A |
|
Blackwells Capital LLC | 2024-03-22 – PREC14A |
DIS | WALT DISNEY CO | 2024-02-06 – DEFC14A | Activist / Trian Summary
Activist / Blackwell’s Summary
Other Activity
|
WALT DISNEY CO | 2024-03-29 – DFAN14A 2024-03-28 – DFAN14A 2024-03-28 – DFAN14A 2024-03-28 – DEFA14A 2024-03-28 – DEFA14A 2024-03-28 – DEFA14A 2024-03-28 – DEFA14A 2024-03-27 – DEFA14A 2024-03-26 – DEFA14A 2024-03-25 – DEFA14A 2024-03-25 – DEFA14A 2024-03-25 – DEFA14A 2024-03-25 – DEFA14A 2024-03-25 – DEFA14A |
Blackwells Capital LLC | 2024-03-27 – DFAN14A 2024-03-26 – DFAN14A 2024-03-25 – DFAN14A 2024-03-25 – DFAN14A |
||||
Trian / Nelson Peltz | 2024-03-27 – DFAN14A 2024-03-27 – DFAN14A 2024-03-27 – DFAN14A 2024-03-26 – DFAN14A 2024-03-26 – DFAN14A 2024-03-25 – DFAN14A 2024-03-25 – DFAN14A 2024-03-25 – DFAN14A |
||||
HCC | WARRIOR MET COAL INC | 2024-03-14 – DEFC14A |
|
WARRIOR MET COAL INC | 2024-03-14 – DEFA14A 2024-03-14 – DEFC14A |
American Federation of Labor Congress of Industrial Organizations | 2024-03-26 – DFAN14A | ||||
NSC | NORFOLK SOUTHERN CORP | 2024-03-04 – PREC14A |
Activist / Ancora Summary
|
NORFOLK SOUTHERN CORP | 2024-03-29 – DEFA14A 2024-03-28 – DEFA14A 2024-03-28 – DFAN14A 2024-03-28 – DEFA14A 2024-03-28 – DEFA14A 2024-03-26 – DEFA14A 2024-03-26 – DEFA14A 2024-03-20 – DEFC14A 2024-03-20 – DEFA14A |
ANCORA ADVISORS, LLC | 2024-03-26 – DEFC14A 2024-03-26 – DFAN14A |
||||
ELAN | ELANCO ANIMAL HEALTH INC |
|
ELANCO ANIMAL HEALTH INC | 2024-02-29 – DEFA14A 2024-02-29 – DEFA14A |
|
ANCORA ADVISORS, LLC | 2024-02-29 – DFAN14A | ||||
CCI | CROWN CASTLE INC |
|
CROWN CASTLE INC | 2024-03-28 – DFAN14A 2024-03-28 – PREC14A 2024-03-25 – PREC14A 2024-03-25 – DEFA14A |
|
Boots Parallel 1, LP | 2024-03-14 – DFAN14A 2024-03-12 – DFAN14A 2024-03-07 – DFAN14A 2024-03-04 – DFAN14A |
||||
M | MACY’S INC |
|
MACY’S INC | 2024-03-14 – DEFA14A 2024-03-14 – DEFA14A 2024-03-04 – DEFA14A |
|
Arkhouse Value Fund I LP | 2024-03-14 – PREC14A 2024-03-05 – DFAN14A 2024-03-05 – DFAN14A 2024-03-04 – DFAN14A |
||||
MRC | MRC GLOBAL INC | 2024-03-19 – PREC14A |
|
MRC GLOBAL INC | 2024-03-19 – DEFA14A |
ENGINE CAPITAL, L.P. | 2024-03-19 – DFAN14A 2024-03-19 – PREC14A |
||||
SBOW | SILVERBOW RESOURCES INC | 2024-03-28 – PREC14A |
|
SILVERBOW RESOURCES INC | 2024-03-28 – DEFA14A 2024-03-28 – PREC14A 2024-03-28 – DEFA14A 2024-03-28 – DEFA14A |
Kimmeridge Energy Management Company, LLC | 2024-03-15 – DFAN14A | ||||
SCOR | COMSCORE INC |
|
180 DEGREE CAPITAL CORP | 2024-03-04 – DFAN14A | |
COMSCORE INC | 2024-03-25 – DEFA14A | ||||
WSR | WHITESTONE REIT | 2024-03-19 – PREC14A |
|
Erez REIT Opportunities LP | 2024-03-19 – PREC14A |
XPER | XPERI INC | 2024-03-25 – PREC14A |
|
Rubric Capital Management LP | 2024-03-11 – DFAN14A 2024-03-08 – PREC14A |
XPERI INC | 2024-03-25 – PREC14A |
CEO & CFO MOVES
CEO Changes: ALLY, BA, BKKT, DYN, LARK, LPRO, REPL, VNCE, WATT
CFO Changes: ALRN, AMG, AZZ, BHIL, EP, HNRG, LICY, MNTS, NYC
COMPANY | MARKET CAP / TSR | ROLE | LEAVING | JOINING | JOINER BIOGRAPHY |
---|---|---|---|---|---|
AFFILIATED MANAGERS GROUP INC (AMG) | Mkt Cap: $5.5B 1-Yr TSR: 22.0% |
CFO | Thomas M Wojcik 5.0 yrs ; 9.0% TSR |
Dava Ritchea | Ms. Ritchea joins AMG from Sculptor Capital Management Inc., which was publicly listed until its acquisition by Rithm Capital Corporation; she served as Sculptor’s CFO since 2021, and also served as a member of the firm’s Partner Management Committee. Prior to joining Sculptor, Ms. Ritchea served as CFO at Assured Investment Management LLC (formerly known as BlueMountain Capi…read full bio |
AILERON THERAPEUTICS INC (ALRN) | Mkt Cap: $30.1M 1-Yr TSR: 387.5% |
CFO | Susan L Drexler 1.8 yrs *interim; |
Charles Garner | Mr. Garner, age 48, has served as the Company’s Senior Vice President, Finance, since October 2023. Prior to becoming Senior Vice President, Finance, Mr. Garner was Chief Financial Officer of Lung Therapeutics, Inc., or Lung, from December 2018 to October 2023, when it was acquired by the Company, and served as Secretary and Treasurer of Lung from February 2020 to October 2023. Pri…read full bio |
ALLY FINANCIAL INC (ALLY) | Mkt Cap: $12.3B 1-Yr TSR: 74.7% |
CEO | Douglas R Timmerman .2 yrs *interim; |
Michael George Rhodes | Mr. Rhodes has more than 25 years of experience in the financial services industry. Mr. Rhodes most recently served as the Chief Executive Officer and President of Discover Financial Services and President of Discover Bank, as well as a member of the Board of Directors of Discover Financial Services and Discover Bank. He joined TD Bank Group in 2011 to lead the North American Credit Card and Merch…read full bio |
AMERICAN STRATEGIC INVESTMENT CO (NYC) | Mkt Cap: $14.8M 1-Yr TSR: -19.4% |
CFO | Joseph Marnikovic .5 yrs ; -2.7% TSR |
Michael LeSanto | Mr. LeSanto, 38, joined the Company in 2020 as senior portfolio controller and was part of the Company as it transitioned from New York City REIT to American Strategic Investment Company. From 2021 through 2024 he served as the Company’s Chief Accounting Officer. He has served in a number of senior financial roles prior to joining the Company. From 2018 through 2020 he was Director an…read full bio |
AZZ INC (AZZ) | Mkt Cap: $1.9B 1-Yr TSR: 98.4% |
CFO | Philip A Schlom 4.5 yrs ; 30.6% TSR |
Jason Crawford | Mr. Crawford is currently serving as the Vice President of Finance – Precoat Metals, with Precoat Metals Corporation, a wholly owned subsidiary of AZZ, and has served in this role since May 2022, when AZZ acquired Precoat Metals, then a subsidiary of Sequa Corporation. Prior to 2022, Mr. Crawford’s tenure with Precoat Metals/Sequa Corporation included the role of Senior Vice Pres…read full bio |
BAKKT HOLDINGS INC (BKKT) | Mkt Cap: $148.0M 1-Yr TSR: -69.1% |
CEO | Gavin Constantine Michael 2.4 yrs ; -68.3% TSR |
Andrew A Main | Andrew A. Main has been a member of our Board since the Closing and has significant technology and marketing expertise. Mr. Main served as the Chief Executive Officer of Ogilvy, an advertising, marketing and public relations agency from 2020 to 2022. Prior to joining Ogilvy, Mr. Main was the Global Head of Deloitte Digital, the digital consultancy branch of Deloitte from 2014 to 2020 where he over…read full bio |
BENSON HILL INC (BHIL) | Mkt Cap: $42.4M 1-Yr TSR: -82.1% |
CFO | Dean P Freeman 2.0 yrs ; -71.9% TSR |
Susan Keefe | Prior to joining GreenLight Biosciences, Keefe served as Chief Financial Officer, Vice President Finance of Danforth Advisors from 2018 to 2019, and previously as Vice President, Finance and Administration and Corporate Treasurer of Aushon Biosystems from 2013 to 2018. Earlier in her career, Keefe held a variety of financial leadership positions across several organizations, including SeraCare Lif…read full bio |
BOEING CO (BA) | Mkt Cap: $117.8B 1-Yr TSR: -3.8% |
CEO | David L Calhoun 3.9 yrs ; -4.7% TSR |
TBD | TBD |
DYNE THERAPEUTICS INC (DYN) | Mkt Cap: $2.3B 1-Yr TSR: 160.9% |
CEO | Joshua T Brumm 4.4 yrs ; 6.3% TSR |
John Cox | Prior to his appointment as President, Chief Executive Officer and Director of the Company, Mr. Cox, age 61, served as the Chief Executive Officer and a member of the Board of Directors of Repertoire Immune Medicines, Inc., a biotechnology company, from January 2020 to November 2022. Prior to that, Mr. Cox served as the Executive Chairman of Torque Therapeutics, Inc. (“Torque&rdquo…read full bio |
EMPIRE PETROLEUM CORP (EP) | Mkt Cap: $117.0M 1-Yr TSR: -58.7% |
CFO | Stephen L Faulkner Jr .8 yrs ; -54.3% TSR |
TBD | TBD |
ENERGOUS CORP (WATT) | Mkt Cap: $10.6M 1-Yr TSR: -80.1% |
CEO | Cesar Johnston 2.7 yrs *interim; ; -71.2% TSR |
Mallorie Sara Burak (interim) |
Prior to joining the Company, Ms. Burak served as President and Chief Financial Officer of Knightscope, Inc., an advanced public safety technology company, from October 2020 to January 2024, Chief Financial Officer of ThinFilm Electronics ASA, a solid-state lithium battery start-up, from July 2019 to June 2020, and Chief Financial Officer of Alta Devices, Inc., a GaAs thin-film sola…read full bio |
HALLADOR ENERGY CO (HNRG) | Mkt Cap: $185.9M 1-Yr TSR: -39.5% |
CFO | Lawrence D Martin 8.0 yrs ; 5.3% TSR |
Marjorie Anne Hargrave | Ms. Hargrave, 60, is an accomplished financial executive with experience across a variety of industries, including the power sector. Since 2023, Ms. Hargrave served as Chief Financial Officer of Leanin’ Tree, Inc., a manufacturer and distributor of greeting cards. Between 2019 and 2022, she served as the President and CFO of Enservco Corporation, a diversified national provider o…read full bio |
LANDMARK BANCORP INC (LARK) | Mkt Cap: $105.4M 1-Yr TSR: -.1% |
CEO | Michael E Scheopner 10.2 yrs ; 8.1% TSR |
Abigail M Wendel | Ms. Wendel, age 50, has served in the banking industry for over 27 years. Since 2018, Ms. Wendel has been serving as President of Consumer Banking for UMB Bank, N.A. (“UMB”). UMB is a regional bank headquartered in Kansas City, Missouri, with over $44.0 billion in assets. Prior to her latest role at UMB, Ms. Wendel served as Senior Vice President and Director of Corporate Strategy, Gov…read full bio |
LI-CYCLE HOLDINGS CORP (LICY) | Mkt Cap: $184.4M 1-Yr TSR: -78.9% |
CFO | Debbie Simpson 2.3 yrs ; -70.7% TSR |
Craig Cunningham (interim) |
Mr. Cunningham, age 40, has more than 17 years of accounting, finance, operational and capital markets experience and previously served as Chief Financial Officer of Electra Battery Materials from June 2022 to July 2023, where he was a key contributor to the company’s strategy and provided key financial oversight and controls to major projects. Prior to joining Electra Battery Materials…read full bio |
MOMENTUS INC (MNTS) | Mkt Cap: $2.8M 1-Yr TSR: -98.5% |
CFO | Eric R. Williams .9 yrs ; -97.7% TSR |
Lon Ensler (interim) |
Mr. Ensler has more than 30 years of experience as a financial executive. Since February 2019, he served as the Chief Financial Officer of Ziteo Medical, Inc., a provider of next generation molecular imaging medical devices. Prior to that, Mr. Ensler provided advisory, consulting and interim CFO services for a number of companies through his consulting firm Ensler Consulting from June 2015 through…read full bio |
OPEN LENDING CORP (LPRO) | Mkt Cap: $744.2M 1-Yr TSR: -10.4% |
CEO | Keith Jezek 1.4 yrs ; -18.1% TSR |
Charles D Jehl (interim) |
Charles D. Jehl has served as the Chief Financial Officer of Open Lending since August 2020. Prior to his appointment, Mr. Jehl served as a consultant to the Company since April 2020. From 2015 through 2019, Mr. Jehl served as Chief Financial Officer and Treasurer of Forestar Group Inc., NYSE-listed company (“Forestar Group”). Prior to that, Mr. Jehl served in other executive positions with Forest…read full bio |
REPLIMUNE GROUP INC (REPL) | Mkt Cap: $501.5M 1-Yr TSR: -57.5% |
CEO | Philip Astley-Sparke 4.3 yrs ; -11.8% TSR |
Sushil Patel | Dr. Patel, age 53, joined the Company’s management team as chief commercial officer in May 2021 and subsequently transitioned to the Company’s chief strategy officer in December 2022. From April 2018 until joining the Company, Dr. Patel served as vice president, franchise head for lung, skin, tumor agnostic, and rare cancers at Genentech, Inc., and previously held various positions of …read full bio |
VINCE HOLDING CORP (VNCE) | Mkt Cap: $40.6M 1-Yr TSR: -53.6% |
CEO | Jonathan Schwefel 3.0 yrs ; -25.8% TSR |
David Stefko (interim) |
Mr. Stefko, age 67, who currently serves as a member of the Board, joined the Board in June 2023 and will continue to serve on the Board during this time. From September 2015 until February 2023, Mr. Stefko served as Executive Vice President, Chief Financial Officer of the Company and additionally, from August 2020 to March 2021, Mr. Stefko served as Interim Chief Executive Officer of the Company….read full bio |