Latest news with #2025ProxyStatement
Forbes
4 days ago
- Business
- Forbes
Victoria's Secret Faces Board Purge
Barington Capital CEO James Mitarotonda released his scathing letter to Donna James, Victoria's Secret board chair, calling for a leadership overhaul and foreshadowing an intense activist investor fight. The shareholder-meeting-timed missive details and derides the niche retailer's adrift strategy, stark underperformance and lax governance. Mitarotonda's correct and his letter provides a template on serious stewardship. And it's not the first time Victoria's Secret seized headlines in recent weeks. Last month, the company announced a cybersecurity incident which both shuttered ecommerce operations for two days and delayed its earnings call. That turmoil signals deeper lax governance concerns and danger for the new CFO. Not surprisingly, its 2025 proxy statement reveals the toxic governance triumvirate – incentives, incompetence and indifference – that lures troublesome attention from both hackers and activists. Quietly, that latent predicament is hardly isolated nor unique. The Barington Capital letter first lauds Victoria's Secret as 'one of the most recognized and iconic brands in the world, with tremendous visibility, consumer awareness and brand equity' but then warns has 'failed to live up to its potential since its separation from L Brands.' Since June 2021, the retailer's shares are down 57%, denting valuation by over $2.4 billion. Conversely, over the same time, a passive S&P 500 index investment returned over 42%. Such painful deficits secretly worry boards. Beyond offering strategic and operational prioritization advice, Mitarotonda's larger aims are to derail 'rubber-stamped' director re-appointments and chastise a recent 'poison pill' adoption. Both further entrench senior leadership. The combination is concerning, especially as the activist investor also points out, 'recent systems failures recent system failures raise fundamental questions regarding the Board's oversight of risk management and internal controls.' Little should be a surprise after a closer look at the proxy statement. Each director hauled in over $240,000 each last year in cash and stock compensation in 2024, with board chair James drawing over $430,000. James' re-appointment would bring her to over a quarter-century in the company's boardroom, including her time from 2003 through 2021 with Victoria's Secret's former parent company, L Brands. Her biography says she's 'not afraid to ask tough questions and challenge management's strategies and assumptions. She engages regularly with the investor community and is a valued sounding board for the CEO and other members of the executive leadership team.' Those core competencies and extensive insider knowledge will be tested with the looming activist investor row, cybersecurity investigation, resultant remediation plans and likely shareholder litigation. The proxy statement paints cybersecurity as a compliance exercise. The named executive officers do not include a senior technology executive and none is listed on the company website. It's quite likely that the CIO or CTO reports either to the chief operating or financial officer. Technology leaders who report to the CEO are more likely to have greater sway in vital digital era strategic and operational decisions. The board splits into three committees (audit, nominating and compensation), with no technology focus. Each director is categorized as 'expert, knowledgeable or familiar' across fifteen skill dimensions. None is characterized as expert in cybersecurity and six score only as familiar. Directors Sarah Davis, Irene Chang Britt, Lauren Peters and James form the audit committee, which oversees cybersecurity. Davis, former CEO of Canadian grocery and pharmacy giant Loblaw, also worked as the retailer's CFO, but lacks any formal IT experience. Chang Britt is a past Campbell Soup divisional president, heading Pepperidge Farm. Her biography indicates, "she has deep experience in business transformation and is an expert in human capital management, branding, and marketing' – but, no public accounting nor IT experience. Peters, Foot Locker's former CFO, also serves on the board of Allegion, a 'leading security products and solutions providers' which makes and services locks and biometric devices – not cybersecurity. Not surprisingly, the company reverts to boilerplate language in its perfunctory SEC filings. Tucked deep in its 2025 Q1 filing was this dismissal, "We continue to assess the full scope and impact of the incident. This incident has not caused a material disruption to our operations to date and we do not believe it will have a material impact to our fiscal year 2025. The investigation remains ongoing and we have incurred, and may continue to incur, expenses and other financial impacts related to this incident, which could negatively impact our future financial results.' Lax governance undermines readiness, responsiveness and resilience. When crises occur, poor stewardship only further distracts struggling and overwhelmed c-suites. Stock performance, regulatory reporting and fiscal management all converge at the CFO's desk. This month, Scott Sekella replaces retiring finance head Timothy Johnson. Sekella is no stranger to c-suite controversy, but even he must be puzzled by the future. He worked his way up the FP&A ranks at Under Armour and was deposed in the litigation that led to the apparel maker's notorious $434 million settlement related to aggressive revenue reporting. His most recent position as now-bankrupt Joann Fabrics' CFO ended abruptly last summer after less than two years, requiring forfeiture of a $400,000 retention bonus. Sekella now takes over an organization which missed its Q1 earnings date because financial records resided on the same compromised servers as retail sales. That necessary disentanglement is a goliath, nightmarish finance-IT-audit project which will require extensive cross-functional collaboration and hefty bills. Others openly question, despite the nature of its product line, why pictures of scantily-clad models oddly adorn the pages of regulatory filings. Will a new CFO have the courage to boldly curb incessant branding? All that adds to questions swirling about Victoria's Secret's CEO Hilary Super, who Mitarotonda criticized as someone with 'limited chief executive and public company experience, only a brief tenure in intimate apparel and does not appear to have gained the confidence of employees.' With an $8 million compensation package that incandescently towers at 880 times the median Victoria's Secret employee, Super is bound for scrutiny. Such spillover naturally spotlights all c-suite pay and performance. That's a tough spot for any new CFO -- let alone one ballyhooed in a hiring press release as 'transformational leader with extensive and diverse retail experience delivering results, driving operational efficiencies, and executing growth strategies. He has a strong retail background and record of identifying and accelerating strategies that strengthen performance and enhance profitability which I believe make him the right partner to help lead the next chapter of growth for the company.' Peers take note. Whatever the boardroom battle royale's outcome, insiders and outsiders should watch the drivers of digital era dominance, danger or discord closely. Who's poisonous?
Business Wire
16-05-2025
- Business
- Business Wire
Flowserve Announces Results of 2025 Annual Meeting of Shareholders and Quarterly Dividend
DALLAS--(BUSINESS WIRE)--Flowserve Corp. (NYSE: FLS), a leading provider of flow control products and services for the global infrastructure markets, has released the voting results of its 2025 Annual Meeting of Shareholders and announced its quarterly cash dividend. Annual Meeting Results At the virtual Annual Meeting, Flowserve's shareholders re-elected Sujeet Chand, Ruby R. Chandy, Gayla J. Delly, John L. Garrison, Cheryl H. Johnson, Michael C. McMurray, Thomas B. Okray, R. Scott Rowe, and Kenneth I. Siegel to its Board of Directors, each to serve an annual term expiring at the 2026 Annual Meeting of Shareholders. After more than 13 years of dedicated service to Flowserve, including his leadership as Independent Chairman, David E. Roberts did not stand for re-election. Mr. Garrison assumed the role of Independent Chairman following his election at the Annual Meeting. Shareholders elected a new director, Ross B. Shuster, to the board to also serve an annual term expiring at the 2026 Annual Meeting. Mr. Shuster is the CEO of Copeland, a global climate technologies company. He previously served as chief executive officer of Howden and held leadership roles for various regional businesses at United Technologies Corporation. 'On behalf of Flowserve employees around the world, I would like to thank David Roberts for his strong and consistent leadership over the past 13 years as a director and, more recently, as Independent Chairman,' said Scott Rowe, Flowserve president and chief executive officer. 'I look forward to continuing our work with John Garrison as he now becomes our Independent Chairman following seven years of board service and welcoming Ross Shuster, who brings extensive and impressive experience in international operations and manufacturing. The strategic guidance and oversight of our Board will be invaluable as we execute our growth strategy and continue making progress toward our 2027 financial targets.' The remaining voting results were as follows: Shareholders approved an advisory vote on executive compensation, with about 98.3 percent voting in favor of the proposal. Shareholders ratified the appointment of PricewaterhouseCoopers LLP as Flowserve's independent registered public accounting firm for 2025. Shareholders rejected a shareholder proposal requesting the elimination of the one-year holding period requirement to call a special shareholder meeting, with about 90.0 percent voting against the proposal. Final voting results on all agenda items will be available in a Current Report on Form 8-K to be filed following certification by Flowserve's inspector of elections. Biographies for all members of the board can be found in Flowserve's 2025 Proxy Statement or on Dividends Declared Flowserve's Board of Directors has authorized a quarterly cash dividend of $0.21 per share on outstanding shares of common stock. The dividend is payable July 11, 2025, to shareholders of record as of the close of business on June 27, 2025. While Flowserve currently intends to pay regular quarterly cash dividends for the foreseeable future, any future dividends at this $0.21 per share rate or otherwise will be reviewed individually and declared by the Board of Directors at its discretion. About Flowserve: Flowserve Corp. is one of the world's leading providers of fluid motion and control products and services. Operating in more than 50 countries, the company produces engineered and industrial pumps, seals and valves as well as a range of related flow management services. More information about Flowserve can be obtained by visiting the company's Web site at Safe Harbor Statement: This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words or phrases such as, 'may,' 'should,' 'expects,' 'could,' 'intends,' 'plans,' 'anticipates,' 'estimates,' 'believes,' 'forecasts,' 'predicts' or other similar expressions are intended to identify forward-looking statements, which include, without limitation, earnings forecasts, statements relating to our business strategy and statements of expectations, beliefs, future plans and strategies and anticipated developments concerning our industry, business, operations and financial performance and condition. The forward-looking statements included in this news release are based on our current expectations, projections, estimates and assumptions. These statements are only predictions, not guarantees. Such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict. These risks and uncertainties may cause actual results to differ materially from what is forecast in such forward-looking statements, and include, without limitation, the following: global supply chain disruptions and the current inflationary environment could adversely affect the efficiency of our manufacturing and increase the cost of providing our products to customers; a portion of our bookings may not lead to completed sales, and our ability to convert bookings into revenues at acceptable profit margins; changes in global economic conditions and the potential for unexpected cancellations or delays of customer orders in our reported backlog; our dependence on our customers' ability to make required capital investment and maintenance expenditures; if we are not able to successfully execute and realize the expected financial benefits from any restructuring and realignment initiatives, our business could be adversely affected; the substantial dependence of our sales on the success of the energy, chemical, power generation and general industries; the adverse impact of volatile raw materials prices on our products and operating margins; economic, political and other risks associated with our international operations, including military actions, trade embargoes, epidemics or pandemics and changes to tariffs or trade agreements that could affect customer markets, particularly North African, Latin American, Asian and Middle Eastern markets and global oil and gas producers, and non-compliance with U.S. export/re-export control, foreign corrupt practice laws, economic sanctions and import laws and regulations; the impact of public health emergencies, such as outbreaks of epidemics, pandemics, and contagious diseases, on our business and operations; increased aging and slower collection of receivables, particularly in Latin America and other emerging markets; potential adverse effects resulting from the implementation of new tariffs and related retaliatory actions and changes to or uncertainties related to tariffs and trade agreements; our exposure to fluctuations in foreign currency exchange rates, including in hyperinflationary countries such as Argentina; potential adverse consequences resulting from litigation to which we are a party, such as litigation involving asbestos-containing material claims; expectations regarding acquisitions and the integration of acquired businesses; the potential adverse impact of an impairment in the carrying value of goodwill or other intangible assets; our dependence upon third-party suppliers whose failure to perform timely could adversely affect our business operations; the highly competitive nature of the markets in which we operate; if we are not able to maintain our competitive position by successfully developing and introducing new products and integrate new technologies, including artificial intelligence and machine learning; environmental compliance costs and liabilities; potential work stoppages and other labor matters; access to public and private sources of debt financing; our inability to protect our intellectual property in the United States, as well as in foreign countries; obligations under our defined benefit pension plans; our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud; the recording of increased deferred tax asset valuation allowances in the future or the impact of tax law changes on such deferred tax assets could affect our operating results; our information technology infrastructure could be subject to service interruptions, data corruption, cyber-based attacks or network security breaches, which could disrupt our business operations and result in the loss of critical and confidential information; ineffective internal controls could impact the accuracy and timely reporting of our business and financial results; and other factors described from time to time in our filings with the Securities and Exchange Commission. All forward-looking statements included in this news release are based on information available to us on the date hereof, and we assume no obligation to update any forward-looking statement.
News18
07-05-2025
- Business
- News18
Coherent CEO Jim Anderson Tops US Pay Charts With $101.5 Million Package
Last Updated: Coherent CEO Jim Anderson has earned a place on the list of the highest-paid CEOs in the United States. Jim Anderson, the relatively lesser-known CEO of Coherent, a manufacturer of laser and network equipment, has risen to the top of the US CEO compensation rankings with a $101.5 million 2024 package. According to a market research firm, Anderson, who assumed leadership of the Pennsylvania-based business in June 2024, defeated well-known names like Google CEO Satya Nadella ($79.1 million), Apple CEO Tim Cook ($74.6 million), Disney CEO Bob Iger ($40.6 million), Starbucks CEO Laxman Narasimhan ($95.8 million), and Nvidia CEO Jensen Huang ($34.17 million). Anderson was the only CEO among Equilar's top 100 earners to surpass the nine-figure barrier, with almost all of his earnings (more than $100 million) coming from stock awards, according to statistics from executive analytics firm Equilar (via Fortune). Due to his midyear start and a $500,000 signing bonus, his base salary for the year was a modest $81,538, which he earned. Even more astonishing is the fact that this massive remuneration was not motivated by opulent amenities and a high salary. In keeping with the growing trend of linking executive compensation to long-term shareholder value and business performance, Anderson was awarded stock for nearly all of his profits (99.4 per cent). Who Is Jim Anderson? Know More About Him Anderson's rise to fame is not a coincidence. In mid-2024, he left his role as CEO of Lattice Semiconductor, where his leadership had a big effect on the company's stock performance, and joined Coherent Corp. After he departed the company, Lattice's shares dropped 16 per cent, a sign of investor trepidation. But when Anderson's move to Coherent was revealed, the company's stock price jumped by a startling 23 per cent. According to this increase, Wall Street believes Anderson will have the same level of success at Coherent as he did at Lattice. Surprisingly, Sundar Pichai, the CEO of Google, is not listed among the top 100. Pichai's 2024 earnings were recently revealed by Alphabet, the parent company of Google, in its 2025 Proxy Statement. Compared to his $226 million profits in 2022, Pichai's total remuneration for 2024 is $10.72 million, a considerable decrease that is mostly because he did not receive the triennial stock award during the prior reporting period. Equilar's report, which examined proxy filings for businesses with $1 billion or more in revenue through March 31, also showed more general patterns: the median CEO salary increased to $25.6 million in 2024, a 9.5 per cent increase from the year before. The largest contributor is stock-based compensation, which increased by 40.5 per cent year over year and now makes up about 75 per cent of total CEO pay. Stay updated with all the latest business news, including market trends, stock updates, tax, IPO, banking finance, real estate, savings and investments. Get in-depth analysis, expert opinions, and real-time updates—only on News18. Also Download the News18 App to stay updated! First Published:
Time of India
05-05-2025
- Business
- Time of India
Meet the new highest-paid CEO in America, who earns more than CEOs of Google, Microsoft, Nvidia and Apple
In a shake-up of the highest-paid CEO rankings, Jim Anderson, the relatively lesser-known chief executive of laser and network equipment maker Coherent , has taken the top spot in the US with a compensation package of $101.5 million for 2024. Anderson, who took the reins at the Pennsylvania-based company in June 2024, edged out high-profile names like Starbucks CEO Laxman Narasimhan ($95.8 million), Microsoft's Satya Nadella ($79.1 million), Apple's Tim Cook ($74.6 million), Disney's Bob Iger ($40.6 million), and Nvidia CEO Jensen Huang ($34.17 million), a report from a market research company has said. According to data from executive analytics firm Equilar (via Fortune), nearly all of Anderson's earnings — more than $100 million — came from stock awards, making him the only CEO among Equilar's top 100 earners to crack the nine-figure mark. His base salary for the year was a modest $81,538, and that is due to his midyear start, supplemented by a $500,000 signing bonus. Notably, Google CEO Sundar Pichai has not been included in the top 100 list. Recently, Google's parent company Alphabet revealed Pichai's earnings for the year 2024 in its 2025 Proxy Statement. Pichai's total compensation for the year 2024 is $10.72 million – a significant decrease as compared to his $226 million earnings of 2022 – mainly attributed to the absence of the triennial stock award that Pichai received in the previous reporting period. While the overall compensation saw a considerable reduction, details of the breakdown reveal a base salary of $2 million for Pichai. The remaining portion of his 2024 package consisted of stock awards and other compensation. Median CEO pay rises 9.5% from previous year Equilar's study, which analysed proxy filings through March 31 for companies with $1 billion or more in revenue, also revealed broader trends: median CEO pay rose to $25.6 million in 2024, up 9.5% from the previous year. The biggest contributor? Stock-based compensation, which now accounts for nearly 75% of total CEO pay, and saw a 40.5% year-over-year jump. AI Masterclass for Students. Upskill Young Ones Today!– Join Now
Business Wire
01-05-2025
- Business
- Business Wire
Altria to Host Webcast of 2025 Annual Meeting of Shareholders
RICHMOND, Va.--(BUSINESS WIRE)--Altria Group, Inc. (Altria) (NYSE: MO) will host a live audio webcast of its 2025 Annual Meeting of Shareholders ('2025 Annual Meeting' or 'meeting') on Thursday, May 15, 2025 at 9:00 a.m. Eastern Time. The 2025 Annual Meeting will be held virtually via live webcast. During the meeting, shareholders as of the 2025 Annual Meeting record date (March 25, 2025) will be able to vote their shares electronically and will be able to submit questions during the meeting as time permits. Although shareholders will be able to vote their shares during the meeting, they are encouraged to do so before the meeting using one of the methods described in the 2025 Proxy Statement. If you are not a shareholder, you may still access and listen to the meeting as a guest using the Guest Login, but you will not be able to vote or submit questions. Directions on how to participate in the meeting are posted at An archived copy of the webcast will be available on Supplemental Resources In lieu of a business update presentation at the 2025 Annual Meeting, we encourage shareholders and guests to review the resources listed below prior to the meeting. Business and Financial Resources During 2025, we have provided several updates on our business through investor events and published materials, including the following: Fourth-quarter and full-year 2024 earnings release and presentation; 2025 Consumer Analyst Group of New York Conference presentation; 2025 Proxy Statement; 2024 Annual Report; and First-quarter 2025 earnings release and presentation. These resources are available on Corporate Responsibility Resources Responsibility is a core tenet of our Vision, and we believe that our actions will benefit tobacco consumers, our businesses, our shareholders and society. Our Corporate Responsibility Focus Areas are: (i) reduce the harm of tobacco products, (ii) prevent underage use, (iii) protect the environment, (iv) drive responsibility through our value chain, (v) support our people and communities and (vi) engage and lead responsibly. Our corporate responsibility reports are available on We look forward to engaging with our shareholders at the 2025 Annual Meeting.
