ABOUT THIS EPISODE
<TRADE WIRE BUMPER>
Trade Wire
Top Stories:
Filings since April 24
The headlines
AMERICAN INTERNATIONAL GROUP, INC. (AIG) appointed Eric Andersen CEO/director, effective June 1, 2026, CEO Peter Zaffino becoming Executive Chair
Crane Co (CR): COO Alejandro (Alex) Alcala promoted to CEO/director, CEO/Chair Max Mitchell becomes Executive Chair
SOUTHERN COPPER CORP: former CEO passed away; appointed director Leonardo Contreras Lerdo de Tejada as CEO, will remain on board
We reported as Interim last week, is now permanent
Down to 2F
Stupid money
NVIDIA CORP (NVDA): new principal accounting officer $13M golden hello equity award
RESMED INC (RMD)
$3.5M golden hello to new CFO
Former CFO Brett Sandercock will become Special Advisor to CEO/Chair Mick Farrell through December 31, 2026, keeping his current compensation.
From January 1, 2027, through December 31, 2027, Mr. Sandercock will continue as Special Advisor to Mr. Farrell in a consulting role. During the consulting period he will remain eligible for continued vesting of outstanding equity awards.
Other stuff
CARLISLE COMPANIES INC (CSL): Jonathan R. Collins resigned; in accordance with the Company’s Statement of Corporate Guidelines and Principles, which requires a director to submit his resignation following a change in employment or significant change in job responsibilities; resignation accepted
Two weird board classification reshuffles:
MADRIGAL PHARMACEUTICALS, INC. (MDGL): completed a process to reclassify the membership of the Board’s three classes of directors to achieve a more equal apportionment of membership among the three classes following its Annual Meeting of Stockholders to be held on June 17, 2026; The Board determined that one of its members from Class III (with a term expiring at the 2028 Annual Meeting of Stockholders) and one of its members from Class II (with a term expiring at the 2027 Annual Meeting of Stockholders) should be reclassified to Class I (with a term expiring at the 2026 Annual Meeting). Accordingly, effective April 22, 2026, Julian C. Baker and Daniel J. Brennan have been reclassified as Class I directors of the Board. Each of Mr. Baker and Mr. Brennan resigned from his position as a Class III and Class II director, respectively, subject to and conditioned upon his simultaneous reappointment as a Class I director. The Board accepted each resignation and simultaneously reappointed each of Mr. Baker and Mr. Brennan as a Class I director. The resignation and reappointment of Mr. Baker and Mr. Brennan was effected solely for the purpose of reclassifying the members of the Board into three classes of as equal size as possible, and for all other purposes, the service of Mr. Baker and Mr. Brennan on the Board is deemed to have continued uninterrupted.
GEN Restaurant Group, Inc. (GENK) : changed the Board’s composition as follows: (i) Jae Chang and David Park, the former Class II members of the Board, were appointed as Class III members of the Board, and (ii) David Kim, the former Class III member of the Board, was appointed as a Class II member of the Board, in each case effective immediately. In connection with this change, on April 29, 2026, Messrs. Chang and Park tendered their resignations as directors, contingent upon their reappointment to the Board as directors and members of Class III. On the Effective Date, Mr. Kim also tendered his resignation as a director, contingent upon his reappointment to the Board as a director and a member of Class II.
<PROXY CAGE MATCH BUMPER>
PROXY CAGE MATCH
Activist Starboard Pushes for Lamb Weston to Hold Investor Day
Can they work on virtual AGMs too?
The SEC tried to silence activist investors. Now they’re fighting back.
Since President Donald Trump took office, the Securities and Exchange Commission has made it harder for small and activist investors to raise concerns through the government filing system known as EDGAR. Now they’re pushing back with their own alternative platform, which they call the Proxy Open Exchange — or POE.
In less than a week, POE has 63 filings, with dozens more expected. EDGAR shows just 39 exempt solicitations so far in 2026.
Nelson Peltz’s son builds first public activist stake in Intertek
That’s it, just wanted to cite a nepo-baby
Swatch Group Investor Battle Heats Up After ISS Backs Activist
Steven Wood, founder of Greenwood Investors, is pushing to be nominated at Swatch’s upcoming meeting. ISS urged investors to vote for Wood, citing weak long-term performance and governance shortcomings, including a lack of board independence and the continued influence of the Hayek family on Swatch.
Activist investor backs Pearson boss’s contentious pay rise
The education group has put forward a revised pay arrangement that would see CEO Omar Abbosh receive up to £13M this year, up from £9M last year, deemed “excessive” by Glass Lewis and ISS.
Cevian Capital, which in recent months has steadily built its stake to just over 18% to become Pearson’s largest shareholder, insisted that the policy had “clear pay-for-performance” that would encourage “long-term value creation”.
Sackler-linked firm succeeds in bid for Ingles board seat
Summer Road LLC, the Sackler family office, was successful in their bid to earn a seat on Ingles Markets Board of Directors
Summer Road’s Chief Investment officer Rory Held was elected with support from approximately 62% of outstanding Class A shares, representing approximately 70% of the votes cast.
Shareholders Overwhelmingly Elected Rory A. Held to Ingles Markets’ Board of Directors
<VOTE RESULTS BUMPER>
VOTE RESULTS TABLE
April 24-April 30
42 meetings at large market caps
22 total SHPs: (Wells Fargo 6)
Independent Board Chair
PFIZER INC (PFE) 29% yes
STANLEY BLACK & DECKER, INC. (SWK) 8% yes
JOHNSON & JOHNSON (JNJ) 23% yes
WELLS FARGO & COMPANY (WFC) 34% yes*
DOMINOS PIZZA INC (DPZ) 40% yes
departure of directors who fail to obtain a majority vote 16% yes
Act by Written Consent
BORGWARNER INC (BWA) 4% yes
Cigna Group (CI) 48% yes
HCA Healthcare, Inc. (HCA) 22% yes
report on healthcare consequences 11% yes
call a special meeting
AGCO CORP /DE (AGCO) 49% yes
SHERWIN WILLIAMS CO (SHW) 43% yes
AES CORP (AES) 35% yes
Majority Voting Standard
CITIZENS FINANCIAL GROUP INC/RI (CFG) 10% yes
WELLS FARGO & COMPANY (WFC) 48% yes
Other
G
EDISON INTERNATIONAL (EIX): Retention of Equity 37% yes
DOMINOS PIZZA INC (DPZ): departure of directors who fail to obtain a majority vote 16% yes
independent board chair requirement 40% yes
S
FASTENAL CO (FAST): EEO-1 reporting disclosure policy 22% yes
WELLS FARGO & COMPANY (WFC) Respecting Vendor Civil Liberties* 2% yes
WELLS FARGO & COMPANY (WFC) Board Committee on Indigenous Rights 5% yes
HCA Healthcare, Inc. (HCA): report on healthcare consequences 11% yes
act by written consent 22% yes
E
ARCBEST CORP /DE/ (ARCB): GHG emissions reduction targets 30% yes
WELLS FARGO & COMPANY (WFC) Energy Supply Ratio 20% yes
WELLS FARGO & COMPANY (WFC) High-Carbon Financing Litigation Risks 9% yes
10 pay over 10% NO
EDISON INTERNATIONAL (EIX): pay 22% no
Retention of Equity 37% yes; auditor 9% no
97% avg yes
FASTENAL CO (FAST): pay 11% no
WHIRLPOOL CORP (WHR): pay 31% no
82% avg yes: highest Judi K. Buckner 85% yes; lowest Greg Creed (Presiding Director) 80% yes; Marc R. Bitzer (CEO/Chair) 79.5% yes
GRACO INC (GGG): pay 32% no
classified: Martha A. Morfitt (Lead Director) 21% no
PFIZER INC (PFE): pay 13% no
Joseph J. Echevarria 18% no
AMERICAN ELECTRIC POWER CO INC (AEP): pay 18% no
Sara Martinez Tucker 16% no
Prologis, Inc. (PLD, PLDGP): pay 42% no
George Fotiades (chair) 12% no
David O’Connor 4% no
Olivier Piani 2% no
Board average 97% yes
Essential Utilities, Inc. (WTRG): pay 10% no; auditor 10% no
CARLISLE COMPANIES INC (CSL): pay 13% no
EXELON CORP (EXC): pay 10% no; auditor 11% no
Directors
over 10%
AMERICAN ELECTRIC POWER CO INC (AEP): Sara Martinez Tucker 16% no pay 18% no
BALL Corp (BALL): Todd A. Penegor 40% no
Interactive Brokers Group, Inc. (IBKR): Thomas Peterffy (Founder/Chair); 12% no; Milan Galik (CEO) 12% no; Earl H. Nemser (Vice Chair) 14% no
Founder and Chairman Thomas Peterffy holds approximately 75% of the total voting power
HCA Healthcare, Inc. (HCA): Nancy-Ann DeParle 11% no
PFIZER INC (PFE): Joseph J. Echevarria 18% no
GRACO INC (GGG): classified: Martha A. Morfitt (Lead Director) 21% no pay 32% no
WHIRLPOOL CORP (WHR): 82% avg yes: highest Judi K. Buckner 85% yes; lowest Greg Creed (Presiding Director) 80% yes; Marc R. Bitzer (CEO/Chair) 79.5% yes
pay 31% no
HUNTINGTON BANCSHARES INC (HBAN): David L. Porteous 11% no
HUNT J B TRANSPORT SERVICES (JBHT): James L. Robo (Lead Director) 13% no
RAMBUS INC (RMBS): classified: Charles Kissner (Chair) 15% no
Prologis, Inc. (PLD): George L. Fotiades (Lead Director) 12% no
Other stuff
ARCBEST CORP /DE/ (ARCB): Redomestication (Delaware to Texas) 67% yes
SHERWIN WILLIAMS CO (SHW): the dirty trick:
shareholder ability to call a special meeting 43%
25% Special Meeting Threshold 91% yes
Upcoming Annual Shareholder Meetings: May 2-May 9
Saturday, May 2, 2026
Berkshire Hathaway (BRK.A / BRK.B) – ~$1.0 Trillion | In-person (Omaha, NE)
Cincinnati Financial Corp. (CINF) – ~$20 Billion | In-person (Cincinnati, OH)
Monday, May 4, 2026
Eli Lilly and Company (LLY) – ~$830 Billion | Virtual | 3 SHPs
Bank of America Corporation (BAC) – ~$320 Billion | Virtual
Aflac Incorporated (AFL) – ~$55 Billion | Virtual
Data Breach 6/12/25: Aflac first identified suspicious activity on its network
On the same day, they filed a notice with the SEC, though they used a "placeholder" figure of only 500 affected individuals in their initial report to regulators.
By December 2025, Aflac finalized its forensic investigation and confirmed the breach was significantly larger, impacting approximately 26.5 million people.
The breach exposed a massive cache of sensitive Personal Identifiable Information (PII) and Protected Health Information (PHI), including:
Full names and home addresses.
Social Security numbers (SSNs) and Tax ID numbers.
Dates of birth.
Driver’s license and passport numbers.
Medical insurance claims and dates of service.
The attack has been widely attributed to the cybercriminal group Scattered Spider (aka Octo Tempest), using sophisticated social engineering tactics (impersonating employees to gain login credentials) rather than a direct software hack.
There are currently over 20 consolidated class-action lawsuits pending in Georgia federal court. Plaintiffs allege the company failed to implement industry-standard security despite the high risk associated with the insurance sector.
This breach is expected to be a primary point of contention at the 2026 AGM, particularly regarding executive oversight of cybersecurity.
Tuesday, May 5, 2026
American Express Company (AXP) – ~$175 Billion | Virtual
Bristol Myers Squibb (BMY) – ~$110 Billion | Virtual
Suncor Energy Inc. (SU) – ~$50 Billion | Virtual
Wednesday, May 6, 2026
PepsiCo, Inc. (PEP) – ~$235 Billion | Virtual | 2 SHPs
Philip Morris International Inc. (PM) – ~$155 Billion | Virtual
Thursday, May 7, 2026
United Parcel Service, Inc. (UPS) – ~$125 Billion | Virtual
Duke Energy Corporation (DUK) – ~$85 Billion | Virtual
Norfolk Southern Corporation (NSC) – ~$60 Billion | Virtual
Eastman Chemical Company (EMN) – ~$11 Billion | Virtual
Friday, May 8, 2026
AbbVie Inc. (ABBV) – ~$350 Billion | Virtual
Union Pacific Corporation (UNP) – ~$145 Billion | Virtual
Colgate-Palmolive Company (CL) – ~$85 Billion | Virtual
Illinois Tool Works Inc. (ITW) – ~$75 Billion | Virtual
<THE BIG VOTE BUMPER>
THE BIG VOTE
AFLAC
AGM Date: May 4, 2026: Virtual
2024 Voting results
General Observations
Ownership
Institutional voting power
J&A Alliance Holdings Corporation 20%
Vanguard 4%
BlackRock 3%
CEO/Chair Daniel Amos 1.3%
Performance outliers:
Overall: .516
EBITDA .603
.
Carbon .830
.
TSR .517
.
Controversies .672
.
Board stuff
Committees
Audit & Risk (a)
Compensation (c)
Corporate Governance (n)
Finance & Investment (f)
Corporate Development (d)
Corporate, Social Responsibility & Sustainability (s)
Executive (e)
FFA Skills (Non-Executive DIrectors)
Economics and Accounting 24%
Food Production 6%
Computers and Electronics 6%
Administrative 5%
Mathematics 5%
Proxy Skills
Paragraph 2 of LD Bowers letter: “The Board's Audit and Risk Committee monitored cybersecurity risks, including through quarterly updates from senior officers. The Company and our Management team's preparedness activities allowed for a timely response to a June 2025 cybersecurity incident impacting a limited number of Company systems, with removal of the threat actors within hours.”
DIGITAL/CYBERSECURITY EXPERIENCE: Understanding of new technology or the management of information security and cybersecurity risks, risk mitigation, regulation, and policy.
NO
W. PAUL BOWERS: former CEO/Chair Georgia Power (2011-2021)
ARTHUR R. COLLINS: Founder/Chair theGROUP, a government relations and strategic communications consulting firm, since 2011
MIWAKO HOSODA: Dr. Hosoda brings over 30 years of extensive experience and expertise in the field of sociology of health
Maybe
GEORGETTE D. KISER: former CIO The Carlyle Group (2015-2019)
KAROLE F. LLOYD: CERT Certificate in Cybersecurity Oversight; CPA and retired as vice chair and regional managing partner for Ernst & Young
Audit and Risk Committee
Maybe
Karole F. Lloyd (Chair)
Georgette D. Kiser
No
W. Paul Bowers
Joseph L. Moskowitz, EVP Primerica, Inc., an insurance and investments company, from 2009 until 2014
Tim Callahan SVP, Global Security, Chief Security Officer; joined in 2014
Education
Excelsior College (University of the State of New York): BS, Liberal Studies 1992 – 1995
Community College of the Air Force: AS, Resource Management, 1986 – 1988
Gender Power Gap -12%
Other
Data Breach 6/12/25: Aflac first identified suspicious activity on its network
On the same day, they filed a notice with the SEC, though they used a "placeholder" figure of only 500 affected individuals in their initial report to regulators.
By December 2025, Aflac finalized its forensic investigation and confirmed the breach was significantly larger, impacting approximately 26.5 million people.
The breach exposed a massive cache of sensitive Personal Identifiable Information (PII) and Protected Health Information (PHI), including:
Full names and home addresses.
Social Security numbers (SSNs) and Tax ID numbers.
Dates of birth.
Driver’s license and passport numbers.
Medical insurance claims and dates of service.
The attack has been widely attributed to the cybercriminal group Scattered Spider (aka Octo Tempest), using sophisticated social engineering tactics (impersonating employees to gain login credentials) rather than a direct software hack.
There are currently over 20 consolidated class-action lawsuits pending in Georgia federal court. Plaintiffs allege the company failed to implement industry-standard security despite the high risk associated with the insurance sector.
This breach is expected to be a primary point of contention at the 2026 AGM, particularly regarding executive oversight of cybersecurity.
DIRECTORS
DANIEL P. AMOS, 74/1983/m Ef 39%
Chair/CEO (1983-)
Public Company Boards
Synovus Financial Corp. (2001-2011)
Southern Company (2000-2006)
Votes Against Last AGM: 3% no
W. PAUL BOWERS, 69/2013/m aDse 14%
Lead Non-Management Director; Former Chair/CEO, Georgia Power Co.
Public Company Boards
Chair, Exelon Corporation (since 2021, Chair since 2025): Audit Committee (since 2022, Chair since 2023); Corporate Governance Committee (since 2022)
Other Board or Leadership Positions, Professional Memberships or Awards
Brand Industrial Holding, Inc. (since 2019): Audit Committee Chair (since 2019)
Chair, Atlanta Committee for Progress (2016)
Nuclear Electric Insurance Ltd. (since 2009): Chairman (2017-2019)
Board of Regents of the University System of Georgia (2014-2018)
Federal Reserve Bank of Atlanta’s Energy Policy Council (2008-2018)
Votes Against Last AGM: 2% no
ARTHUR R. COLLINS, 66/2022/m nS 5%
Founder/Chair, theGROUP
Public Company Boards
KB Home (since 2020): Nominating Committee (since 2023); Compensation Committee (since 2022)
RLJ Lodging Trust (since 2016): Compensation and Nominating Committees (since 2016)
Other Board or Leadership Positions, Professional Memberships or Awards
Member, Council on Foreign Relations (since 2023)
Member, Ford’s Theatre Board of Trustees (since 2023)
Member, Smithsonian’s National Museum of Asian Art Board of Trustees (since 2022)
Vice Chair, Brookings Institution Board of Trustees (2014-2023)
Member, Economic Club of Washington, D.C. (since 2012)
Chairman, Morehouse School of Medicine Board of Trustees (since 2009)
Member, Meridian International Center Board of Trustees (2009-2017)
Chairman, Florida A&M University Board of Trustees (2001-2003)
Votes Against Last AGM: <1% no
MICHAEL A. FORRESTER, 58/2025/m f 1%
Former CEO, Copper Rock Capital Partners
Other Board or Leadership Positions, Professional Memberships or Awards
Nuveen Funds (a TIAA Company) (since 2024): Investments Committee (since 2024); Compliance Committee (since 2024); Open-End Funds Committee; Chair (since 2024)
TIAA-CREF Funds (2007-2023): Investments Committee (2013-2023); Operations Committee (2008-2013; 2016-2022); Nominating and Governance Committee (2011-2023; Chair 2017-2023); Audit and Compliance Committee (2007; 2014-2015; 2022-2023); Corporate Governance and Social Responsibility Committee (2007-2016)
Investment Company Institute’s Independent Directors Council for independent fund board directors (since 2020): IDC Governing Council (since 2020); Governance Committee (since 2025)
Votes Against Last AGM: <1% no
MIWAKO HOSODA, 56/2023/f s 1%
Professor, Seisa University
Other Board or Leadership Positions, Professional Memberships or Awards
Board of Directors, The University of Tokyo, New York Office, Inc. (since 2023)
Board of Directors, Brain Injury Caring Communities Society (2017-2020), President (since 2023)
Representative Director, Inclusive Action For All (since 2020)
Vice president, Asia Pacific Sociological Association (since 2021); President (2017-2020)
Board of Trustees, The Japanese Foundation for Cancer Research (2015-2021)
Votes Against Last AGM: <1% no
THOMAS J. KENNY, 62/2015/m dsF 1%
Former Partner and Co-Head of Global Fixed Income, Goldman Sachs Asset Management
Other Board or Leadership Positions, Professional Memberships or Awards
Apeel Sciences (since 2025)
Nuveen Funds (a TIAA Company): Co-Chair (2024); Closed-End Funds Committee (since 2025); Dividend Committee (since 2025); Executive Committee, Chair (since 2024); Investment Committee (since 2024); Compliance Committee (since 2024); Nomination and Governance Committee (since 2024); Open-End Funds Committee (2024)
ParentSquare (since 2021)
TIAA-CREF Board of Trustees, Chairman (2017-2023)
TIAA-CREF Fund Complex: Executive Committee, Chair (2017-2023); Investment Committee (2011-2023); Audit and Compliance Committee (2018-2023); Nominating and Governance Committee (2017-2023); Ad Hoc CREF Special Projects Committee (2020-2023)
Votes Against Last AGM: <1% no
GEORGETTE D. KISER, 58/2019/f ac 8%
Former Managing Director and CIO, The Carlyle Group
Public Company Boards
Jacobs Engineering (since 2019)
Adtalem Global Education (since 2018)
NCR Voyix Corporation (formerly NCR Corporation) (2020-2024)
Other Board or Leadership Positions, Professional Memberships or Awards
Brown Advisory Board mutual fund (since 2022)
Votes Against Last AGM: 1% no
KAROLE F. LLOYD, 67/2017/f Adef 4%
Former Ernst & Young LLP audit partner
Public Company Boards
Churchill Downs Incorporated (since 2018): Audit Committee (since 2018, Chair since 2019); Nominating and Governance Committee (since 2020)
Other Board or Leadership Positions, Professional Memberships or Awards
CERT Certificate in Cybersecurity Oversight
The University of Alabama President’s Advisory Council (since 2003)
The University of Alabama Board of Visitors for the Commerce and Business School (since 2001)
Atlanta Symphony Orchestra Board of Directors (since 2010)
Metro Atlanta Chamber of Commerce, Board of Trustees and Executive Committee (2009-2016)
Votes Against Last AGM: <1% no
NOBUCHIKA MORI, 69/2020/m nf 6%
Representative Director, Japan Financial and Economic Research Co. Ltd.
Other Board or Leadership Positions, Professional Memberships or Awards
Center on Japanese Economy and Business (CJEB) Professional Fellow (2018-2021)
Votes Against Last AGM: <1% no
JOSEPH L. MOSKOWITZ, 72/2015/m aCde 9%
Former EVP, Primerica, Inc.
Other Board or Leadership Positions, Professional Memberships or Awards
Fellow, Society of Actuaries (since 1979)
Member, American Academy of Actuaries (since 1979)
Votes Against Last AGM: 2% no
KATHERINE T. ROHRER, 72/2017/f cNe 11%
Vice Provost Emeritus, Princeton University
Other Board or Leadership Positions, Professional Memberships or Awards
Emory University Board of Trustees (2008-2022): Academic Affairs Committee (Chair 2013-2020); Executive Committee (2012-2022); Finance Committee (2014-2020)
Previously served on the boards of Morristown-Beard School, Morristown, NJ; Trinity Church, Princeton, NJ; Crisis Ministry of Trenton and Princeton (now “Arm in Arm”); and Dryden Ensemble
Votes Against Last AGM: 2% no
SAY ON PAY
4% NO 2025
CEO Pay Ratio 396:1
Personal Use of Company Aircraft $169k; Security Services $274k
Adjusted Earnings per share 2024 $7.39
Set target (100%) to $6.36 in 2025 and maximum (200%) at $7.05
Others easier: New Annualized Premium, Net Earned Premium, Net Investment Income
CEO target at 250%: earned 441%
TSR modifier for LT:
25th percentile or lower 0.80x
Between 25th and 75th percentile 1.00x
From time to time, we have granted supplemental awards in the form of RSUs to incentivize achievement of strategic objectives, recognize major milestones, or secure leadership stability. NEO Miller $1M
SHPs
Independent Board Chairman/John Chevedden
Matt
The Daniel Amos show…
43 year tenure, 39% influence
Owns 1.6% of voting shares, 0.5% of shares, so high ownership for a non founder CEO
Two key metrics from Free Float
91% of the board comes from one specific board community group
121 members of the community, 41 companies
Other companies with >50% of board from same community group as Aflac:
AFLAC INCORPORATED
ATLAS AIR WORLDWIDE HOLDINGS, INC.
BIGBEAR.AI HOLDINGS, INC.
F45 TRAINING HOLDINGS INC.
FIREFLY AEROSPACE INC.
REDWIRE CORPORATION
SPIRIT AEROSYSTEMS HOLDINGS, INC.
SPIRIT AIRLINES, LLC
SPIRIT AVIATION HOLDINGS, INC.
Sun Country Airlines Holdings Inc
THE HAIN CELESTIAL GROUP, INC.
VIASAT, INC.
Most similar companies in the list: F45 Training and Spirit Airlines
F45 is a penny stock after losing 99% of its value, being sued by celebrities for unpaid fees, overindebtedness, and mass closures to avoid bankruptcy
Spirit declared bankruptcy twice and is now likely to be bought by the government
66% of directors tagged as “Deferential” to the CEO
Deference - how likely is a director to defer to management vs. investors?:
Money: pay on this board exceeds any others, director earned more money under this CEO vs. any others, director’s largest equity position is at this company vs others
Power: director surrounded by more connected directors, board is the “most prestigious”
Relationship dynamics: demographic similarities with management, connections in common, interlocks with CEO, core knowledge gap between directors and CEO
Career: director picked by CEO, CEO is chair
Overall: we flag a number of data points that would suggest it’s in a director’s best interests to side with the CEO and not dissent from management - and based on the number of flags, we tag company boards as highly deferential, deferential, or limited/not deferential
Of 122 US financial large caps, 34 have highly deferential boards, 16 are deferential, and 72 are limited or not deferential to the CEOs / management
Aflac is tagged as deferential
So this is a deferential board almost entirely from a single community - and we know which one
Hotlanta board
For a company this size, would you expect such a director concentration in Atlanta?
Rohrer: Emory board of trustees
Moskowitz: ex EVP Primerica (insurance), based in Duluth GA
Lloyd: Atlanta Symphony Orchestra Board, Atlanta Chamber of Commerce Board
Kiser: NCR Voyix Corp board (2020-2024), headquartered in Atlanta
Collins: Morehouse School of Medicine board of trustees, based in Atlanta
Bowers: ex CEO Georgia Power, Fed Reserve Atlanta, Atlanta Committee for Progress, board of regents of UGA
Amos: Aflac for more than 40 years in Columbus Georgia, ex Synovous board of directors (2001-2011, based in Atlanta), ex Southern Company board (2000-2006, based in Atlanta)
Other directors:
Japan: Mori, Hosoda
Nuveen and TIAA CREF: Forrester, Kenny
… that lead to stagnant revenue, big buybacks, and The Breach…
In December 2025, Aflac Incorporated (Aflac) disclosed that the personal information of 22.65 million individuals was leaked after it was stolen in a June 2025 breach. The information reportedly included Social Security numbers, health information, and insurance claims data, and impacted customers, beneficiaries, employees, and agents.
This was a known outcome
Other insurers have been targeted over and over: United Healthcare breach in 2023, Change Healthcare breach (193m people)
And multiple directors have directly overseen it in the last 3 years
Georgette Kiser on the board of NCR Voyix during ransomware attack
Kenny and Forrester both at TIAA CREF during the MOVEit attacks
According to their own peer group choices, Aflac is 31st percentile for revenue, 26th for assets, but 77th for market value - basically they’re overvalued and underperforming
… with a board that lacks the Skills to do anything…
Between 2024 and 2025, Hosoda also got Digital/Cybersecurity Experience added - “Understanding of new technology or the management of information security and cybersecurity risks, risk mitigation, regulation and policy.”
Between 2025 and 2026 Hosoda also got “Operations Experience” (“Provides valuable senior executive experience and organizational management perspective relevant to management and operations”)
Hosoda is a professor at SEISA university in Japan
Bio is a word for word copy, no new positions
Karole Lloyd ALSO got Digital/Cyber added between 2023 and 2024
She’s an accountant from EY
She added to her “Professional Memberships or Awards” CERT Certificate in Cybersecurity Oversight
It’s an NACD certification, costs $3,995 for NACD members - has an 86 page handbook covering incident response, emergine tech, AI, cloud, supply chain risk, ransomware, reporting, how to build a relationship with the CIO…
This is classic skills matrix management - director gets a 2 hour training on terms, gets the skill - incident happens, but there’s no LIVED or TRUE experience on the board
Free Float board knowledge: only ONE director, Kiser, has any background knowledge in computers/tech or public safety as an ex CIO and background in aerospace - the others listed with digital/cyber backgrounds have no obvious explanation
Which means this is a board in need of refreshment from Amos.
Separate CEO and chair - SHP
But you have a board wide problem with director votes - the stock has gone up despite stagnant revenue, the buybacks and dividends grease the investor wheel, and 64% of the directors all are Atlanta or Atlanta adjacent pocketed by Amos, the 40+ year leader of Aflac… so what do you do? Do you vote NO on everyone despite your returns? Do you pick a different person to target?
Bowers on the board 12 years, part of the Hotlanta crew, 14% influence, supposed to be “lead director”
Rohrer is nom chair on a board that just selects Atlanta based directors
Do you vote out just the “same community” directors or the most deferential?
This is a system problem: stock goes up, management greases investors, directors insulated by their deep ties to management
If it’s up to me, I vote to give Amos a boss (separate chair and CEO) and vote NO on Bowers (no LID should have >10 year tenure), then slowly disintegrate the Hotlanta focus
That’s the Proxy Countdown for the week of April 27, 2026. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAids
