Trade Wire - BUY/SELL

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proxy countdown_trade wire_2025 - Google Sheets: 44 Filings since March 31

THE HEADLINES

Jeff Shell, president and board director at Paramount Skydance, is stepping down after allegations of SEC violations

Shell came under scrutiny after gambler and whistleblower R.J. Cipriani filed a $150M lawsuit alleging Shell shared confidential information in violation of SEC rules.

Shell previously left his role as NBCUniversal CEO in 2023 after he admitted to having an “inappropriate relationship” with an employee.

The company said it did not find an SEC violation. Paramount added in a statement that the claims were “baseless” and said Shell is taking “forceful legal action.”

His future at Paramount has been in question since the company beat Netflix in a bidding war in February to acquire Warner Bros. Discovery The acquisition of WBD will bring in many new executives, and Shell, who was not involved in deal talks, didn’t have a defined role at a combined company, CNBC reported last month.

Yesterday, a Separation Agreement was announced: Shell will be getting approximately $16M:

$5M Cash Severance ($3.5M salary + $1.5M bonus)

$11M Equity Acceleration (1,000,000 shares @ $10.95=$10.95M)

12 months of COBRA benefits COBRA/Subsidies ~$30,000

According to the agreement: “The Executive shall not issue a press statement announcing about the separation without the advance approval of the Company” and “Nothing contained in this Agreement shall be deemed or construed as an admission of wrongdoing or liability on the part of the Company or of the Executive”

BP's new CEO Meg O'Neill began her stint on April 1st. She is BP's fourth CEO since 2020 and its first external hire for the role in more than a century. She is the first woman to lead a top-five oil major.

Two OpenAI Execs Are Going on Medical Leave

The company’s chief marketing officer Kate Rouch is reportedly stepping down to recover from cancer.

And Fidji Simo, OpenAI’s CEO of artificial general intelligence development — and arguably one of the AI company’s most important cogs — is taking medical leave.

“For my entire time here, I’ve postponed medical tests and new therapies to stay completely focused on the job and not miss a single day of work”

DOWN TO 2F

Global Net Leas: P. Sue Perrotty resigning (they also have a M. Therese Antone)

Trade Desk:

4 directors have left since March 19

Kathryn Falberg: Resigned effective March 23, 2026

Lise Buyer: Resigned effective April 3, 2026

AppLovin: Alyssa Harvey Dawson resigning

STUPID MONEY

Bunge Global: special, one-time equity awards to NEOs: $13M total; $8M for CEO Gregory Heckman

2 $3M golden parachutes at Whirlpool

James Peters, formerly Chief Financial and Administrative Officer, Whirlpool Asia

Alessandro Perucchetti, formerly President, Whirlpool North America

Broadcom: New CFO Amie Thuener ($35.4M equity/$1M cash)

Oracle: New CFO Hilary Maxson golden hello: $250K relocation costs; $26M equity (80% time-based).

Ms. Maxson will be able to select the equity vehicle for the Equity Grant as either: (1) 100% stock options, or (2) 50% stock options and 50% restricted stock units

Capital One Financial: special $2M equity award to Chief Enterprise Services Officer and Chief of Staff to the CEO Frank LaPrade: “in recognition of his contributions to completing the Transaction and his anticipated work relating to the integration of the Brex business with the Company”

THE ODDITIES

Natera: appointed Class I director Eric Rubin, with an initial term expiring at the 2028 AGM

HUBSPOT: Ron Gill resigning in June, replacing him will be Mike Berry, appointed in April

<PROXY CAGE MATCH BUMPER>

PROXY CAGE MATCH

Proxy adviser ISS recommended a vote against the BP board for revoking two resolutions from 2015 and 2019 requiring company-specific climate reporting which passed with near 100% support at the time.

At the same time, Activist shareholder Follow This agreed with ISS and warned ‌of possible ⁠legal action after BP refused to put a separate shareholder resolution on the agenda of its April 23 AGM

Shah Capital is renewing its fight to revamp the leadership of Novavax, saying the current board has overseen a “destruction of shareholder value.”

Shah Capital, which owns 9% of Novavax’s stock, will vote against the re-election of board nominees and vote NO on Executive Pay, but will not be starting a proxy fight because it will be in the minority “against an entrenched eight-member board.”

But why is it entrenched exactly? Nine members: CEO John Jacobs (2023), Chair David Mott (2020), 7 total since 2020, and only 2 women to push around