Trade Wire

Top Stories:

127 Filings since June 26th

The headlines

New CARPENTER TECHNOLOGY CEO/director Brian J. Malloy passed away just three weeks after he became CEO: former CEO/Chair Tony Thene became CEO/chair

Cracker Barrel CEO Julie Masino is out after MAGA backlash to "Uncle Herschel" logo change

$4.6M severance

Cracker Barrel names David Deno CEO

Burger King

Yum! Brands and Pizza Hut

Quiznos

Best Buy

Bloomin' Brands (Outback Steakhouse)

Panera Brands (2024-): Audit Committee Chair

Krispy Kreme (2016-)

Bloomin' Brands (2019–2024)

Peet's Coffee (2006-2012)

Macalester College: Former Chair of the Board of Trustees (1998-2022).

At COPART, CEO Jeff Liaw to step down, Jay Adair to return

CEO Jeff Liaw is resigning from the board and company.

Executive Chairman Jay Adair to boomerang back as CEO.

The board has a Chair (founder Willis Johnson 40%) AND an Executive Chair: Willis’ son-in-law and co-founder and boomerang CEO Jay Adair 38%

Snowflake: CEO Performance Award for Sridhar Ramaswamy worth up to $100B

Speaking of Stupid money…

FASTENAL: appointed new CEO Jeffery M. Watts to the board: will receive an annual cash retainer of $50,000 for his service as an employee director

Snowflake: CEO Performance Award for Sridhar Ramaswamy worth up to $100B

FRANKLIN RESOURCES: one-time special $15M retention equity awards to 4 NEOs, including CEO Jennifer M. Johnson

Chief Commercial Officer Daniel Gamba, Head of Public Market Investments Terrence J. Murphy, and CFO/COO Matthew Nicholls

Archer-Daniels-Midland: $19M golden hello ($2.2M cash) to new COO Jeff Rowe

L3HARRIS TECHNOLOGIES: special one-time equity awards to 3 NEOs

CFO Kenneth Sharp ($5M), President, Missile Solutions Kenneth Bedingfield ($10M), and President, Space & Mission Systems and Communications & Spectrum Dominance Samir Mehta, President, Space & Mission Systems and Communications & Spectrum Dominance ($10M)

FEDEX: established a one-time special cash bonus pool for eligible managing directors and above, approximately 1,100 employees

CEO Rajesh Subramaniam $1.9M and Brie A. Carere $850k

Board to C-Suite

Ulta Beauty: Kelly E. Garcia will transition director to Chief Technology Officer

The leadership boondoggle:

American Healthcare REIT: CEO Danny Prosky resigned, stayed on board

Jeffrey Hanson new CEO, will continue to serve as Chair

appointed Scott A. Estes as Lead Independent Director

PROCTER & GAMBLE: Executive Chair Jon R. Moeller resigned from board and company

CEO Shailesh G. Jejurikar becomes Chair

reappointed Joseph Jimenez as independent Lead Director

ENTEGRIS: Executive Chair Bertrand Loy resigned from company and board

Lead Independent Director James F. Gentilcore becomes Chair

appointed CEO Robert A. Bruggeworth to board

Down to 2F

Female adds: 9; Male adds 43; Female subtractions 4; Male subtractions 15

Women accounted for 17.3% of all additions (9 out of 52) and 21.1% of all departures

net addition of +5 female directors

Men accounted for 82.7% of additions (43 out of 52) and 78.9% of departures

net addition of +28 male directors

Down to 2: PAYCHEX: Kara Wilson resigning

Down to 1: Natera: Monica Bertagnolli resigned

Dedicated to oncology, women's health, and organ health.

Stay to 2 with female influence boost: Kohl’s Appoints Wendy Arlin as Chair of the Board

Currently only 2: Robbin Mitchell (7%) and Wendy Arlin (1%)

John Schlifske (27%) stepping down

‍ ‍

<PROXY CAGE MATCH BUMPER>

PROXY CAGE MATCH

Activist investors in the U.S. must disclose the identities of their clients in regulatory filings

In a surprise to many, the SEC updates to Schedule 13D and proxy rules will force hedge funds to disclose campaign financing—information they have long kept secret. Target companies welcome the change, arguing that campaign transparency is essential for evaluating activist motives and mounting board defenses.