A 100% increase in black female CEOs at Fortune 500 companies

The wild wild west of CFO transitions

Snap’s AI-branded mismanagement umbrella

Shareholder Proposals are becoming old-fashioned again

And on The Big Vote, Matt finally digs into wayward bandaids

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Trade Wire

Top Stories:

30 Filings since April 8

The headlines

DOW INC. appointed Karen Carter as CEO, to succeed Jim Fitterling, who will remain as Executive Chair

Karen is only the 2nd black woman CEO in the Fortune 500 (Thasunda Brown Duckett at TIAA).

She was most recently COO where she had strategic oversight of Dow’s business operating segments – Packaging & Specialty Plastics, Industrial Intermediates & Infrastructure, and Performance Materials & Coatings – as well as the Research and Development, Environment, Health, Safety and Sustainability and Commercial organizations

Carter joined Dow in 1994 and previously served as Dow’s Chief Human Resources Officer and Chief Inclusion Officer

appointed new CEO Karen S. Carter to board on the same day as the AGM but she was not on the ballot

8 CFO transitions

FEDEX CORP: The Company will conduct a comprehensive internal and external search for a permanent successor

Corebridge Financial: Interim CFO received (i) a $750K special retention equity award and (ii) an increase in his target short-term incentive award for 2026 to $800,000 from $400,000.

Meta Platforms: directors Hock E. Tan and Tracey T. Travis are resigning

Hock, the CEO of Broadcom, lasted for only 2 years and bounced right after Meta said it agreed to deploy 1 gigawatt of custom artificial intelligence chips using Broadcom technology as part of a multi-gigawatt deal

Down to 2F

Meta

With Tracey T. Travis resigning, Meta’s board will–brace yourself–have only 2 female directors. But don’t worry they still have:

Dana White (domestic violence)

Tony Xu (Bro Culture allegations about DoorDash work culture

Marc Andreessen: leading anti-DEI voice in Silicon Valley: stating that the programs are "discriminatory against merit"

Peggy Alford was an executive at the Chan Zuckerberg Initiative

Zuck

Stupid money

TENET HEALTHCARE: Paola Arbour will retire from her role as CIO but will remain employed on a part-time basis in a non-executive role through April 1, 2028 to provide continuing transition services and support. Under the Agreement, Ms. Arbour will receive a weekly salary of $820. In addition, she will remain eligible to participate in the Company's medical, dental and prescription benefits, and will continue to vest and receive service credit under the Company’s Executive Retirement Account through April 1, 2028.

AeroVironment: Brad Truesdell will provide consulting services to the Company through his limited liability company, Truesdell Capital LLC, for up to approximately 26 months after the end of his employment with the Company at a rate of $200.00 per hour

Alphabet Inc.: equity awards for non-CEO NEOs: $130M total for 4 NEOs and an additional $22M "transition amount" following the discontinuation of the SVP Bonus program in 2025.

MARSH & MCLENNAN: Mark McGivney was appointed COO and CFO and will get $10M golden hello equity award

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PROXY CAGE MATCH

Snap plans to lay off 16% of its employees, around 1,000 people, citing “rapid advancements in artificial intelligence.”

Snap’s layoffs follow demands last month from Irenic Capital Management, an activist investor whose portfolio manager wrote a letter to the Snap CEO Evan Spiegel, calling on him to reduce costs and headcount while criticizing the company’s current strategy.

In Spiegel’s memo to staff, he claimed that the layoffs would move Snap towards profitability and suggested that artificial intelligence could fill the lack of human labor.

CarMax will add two members to its board following discussions with activist investor Starboard Value, which agreed to withdraw its director nominations ahead of the company’s annual shareholder meeting

The new board members will be Jim Kessler and William Cobb, the latter of whom was one of Starboard’s two nominees to the board

Investor services and proxy advisory company Institutional Shareholder Services (ISS) announced that it has filed a federal lawsuit aimed at challenging a new Indiana law – that has been replicated in several states – that would require proxy advisers to provide what it called “a regime of state-law mandated warnings” when recommending voting against company management. Essentially: a Pledge of Allegiance to the Anti-Woke

The new law, introduced and passed earlier this year, requires proxy advisors recommending votes against management policies to make disclosures to clients and to the company if the recommendation is not based on a “written financial analysis” that considers the short term and long term financial benefits and costs of the proposal, and if the analysis has been made, to make it available upon request

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VOTE RESULTS TABLE

7 meetings market cap over $1 billion<...