Board of Directors

Proper corporate governance starts at the top. That’s why we dedicate so much time to researching every board member. Well beyond the four-corners of the proxy ballot, we search work history, public statements, social media posts, and other sources.

Our goal is to determine whether the candidate is singularly focused on the business’s long-term financial success.

Do they believe in American capitalism or stakeholderism? Do they publicly advocate for ESG or DEI?

If we find any evidence that the nominee fails to put shareholders first, we cannot and do not support their election to the board.

In addition to our individual assessments, we vote against any board member: (1) that is the head of a board-level ESG committee or what we deem to be its equivalent, or (2) is the head of the compensation committee, if the executive compensation package ties pay to ESG or DEI goals. Strive also generally opposes CEOs who drive value-destroying ESG initiatives at their company, particularly anti-meritocratic DEI hiring practices.

CEO/Chair Votes

Total (U.S.) - 8,958

FOR: 64.12%
AGAINST: 27.96%
ABSTAIN: 4.68%
WITHHOLD: 3.24%

S&P 500 votes - 4,365

FOR: 58.42%
AGAINST: 33.65%
ABSTAIN: 6.41%
WITHHOLD: 1.51%

We voted AGAINST 219 CEO's in the S&P500 for supporting anti-fiduciary initiatives and/or overseeing non-meritocratic hiring and promotion, as well as 60 CEOs in the S&P100 for the same reason.

MARC BENIOFF

CEO and Chairman, Salesforce

Marc Benioff serves as the CEO and Chairman of Salesforce, where he has pushed ESG throughout the organization. He is a high-profile advocate for stakeholder capitalism, pronouncing that “[c]apitalism as we have known it is dead.”¹⁶⁰ More concretely, he has repeatedly used his corporate position to advance his personal political beliefs, including threatening to leave Georgia over its fetal heartbeat bill,¹⁶¹ refusing to sell its software to clients who sold firearms,¹⁶² imposing dramatic emissions reduction targets,¹⁶³ and championing demographic quotas.¹⁶⁴ Because his actions show he does not put shareholders first, Strive voted against Benioff’s election to Salesforce’s board.

ALBERT BOURLA

CEO and Chairman, Pfizer

Pfizer CEO and Board Chair, Albert Bourla, has been promoting ESG initiatives at the pharmaceutical giant for years. In 2020, he announced a series of race- and sex-based employment quotas, including “increasing our minority representation from 19% to 32%” by 2025.¹⁶⁵ Further, under his leadership, Pfizer signed a pledge untethered from shareholder value that called “on stakeholders in the U.S. healthcare system” to “reduce GHG emissions and build a more climate resilient healthcare infrastructure.”¹⁶⁶ Because these activities are unlikely to generate long-term shareholder value, we voted against his appointment to the board.

Proxy Contests

Activist investors have a broad arsenal at their disposal, ranging from shareholder proposals to engagement campaigns. In more drastic cases, groups may seek to replace members of a company’s board with their own nominees, waging what is commonly referred to as a proxy contest.

At Strive, our only goal is to promote and protect shareholder value, including when we vote in contested board elections. Therefore, Strive generally approaches proxy contests on a case-by-case basis, voting in favor of those directors and slates that we believe will advance the long-term interests of investors.

THE WALT DISNEY COMPANY

Trian Fund Management took on Disney by seeking two seats on the company’s board of directors.¹⁶⁷ Given the company’s head-first dive into ESG activism and faltering financial performance, Strive supported Trian’s dissident slate and its mission to “restore the magic.”¹⁶⁸ And we did so publicly.

In the spring of 2024, we wrote a public letter and op-ed supporting Trian’s slate,¹⁶⁹ and explained why:

Cut DEI Content: Disney “continue[d] to drive overtly politicized content that alienates consumers” and hurts Disney’s bottom line; whereas Trian’s nominees “vow[ed] to serve as true shareholder representatives who will fight to maximize shareholder value...”¹⁷⁰
End ESG Pay: Disney has rewarded its executives with cash bonuses for meeting DEI goals;¹⁷¹ whereas Trian promised to reform Disney’s pay practices.¹⁷²
Complete CEO Succession: Trian also wanted to help Disney “finally complete a successful CEO succession,” which Strive believed was long overdue.¹⁷³

Though Trian’s nominees ultimately lost, some silver linings emerged. Disney’s stock increased throughout the proxy fight, and the company has since made changes in an effort to make its streaming business more profitable and has pledged to finally execute a CEO succession.¹⁷⁴ For the sake of shareholders and Disney fans alike, we hope that Disney’s new CEO will refocus the company on business and away from politics, rendering further engagement efforts unnecessary.

NORFOLK SOUTHERN

Troubled railroad company Norfolk Southern also faced a proxy contest this year. Following the high-profile 2023 train derailment in the town of East Palestine, Ohio, shareholder activist Ancora Holdings sought to replace a majority of the Norfolk Southern board of directors with its own slate.¹⁷⁵

Strive supported Ancora’s dissident slate, believing that its nominees presented the best opportunity for returning value to Norfolk Southern shareholders.¹⁷⁶ In our public letter, we shared our concern that “Norfolk Southern’s leadership is not prioritizing safety and performance and is instead focused on political issues like DEI metrics and ESG ratings.”¹⁷⁷ Accordingly, we supported Ancora’s slate as Norfolk Southern’s best chance for a fresh, pro-shareholder start.

In the end, Ancora ultimately won three seats on the Norfolk Southern board, and will hopefully lead the company to financial success.¹⁷⁸