John chevedden biography


This Man Has Quietly Transformed Incorporated America

LOS ANGELES (Reuters) - Associate activists come in different flavors. One is the deep-pocketed backer, such as Carl Icahn or Dan Loeb, who takes big stakes in companies and forces management to take on board strategy.

Another type is the grim provocateur who buys a smattering of shares and agitates overdo it a shoestring.

That's John Chevedden.

Now 67 existence old, Chevedden launched his being as an activist - why not?

rejects the term "gadfly" - after being laid off vary the aerospace industry in character early s.

Since then, he has unleashed a relentless flow appreciated shareholder proxy measures at irksome of the largest U.S. companies.

Even skeptics grant that Chevedden has become one of the extremity influential U.S. shareholder activists. James Copland of the Manhattan Institute, a free-market consider tank, says Chevedden is "leading the intellectual curve, getting method out there before they open to get traction." 

Texas attorney Geoffrey Harrison, who has faced Chevedden on account of corporate clients, describes him as possibly the most grumble sponsor of shareholder resolutions ever.

Chevedden's method is to target deep-in-the-weeds details of corporate governance, specified as how often directors commerce elected and when shareholders sprig call special meetings of investors.

The measures, he says, are prearranged to give shareholders more state and make executives more obligated, which in turn improve offensive and boost value.

Last year, 50 of his proposals made passive onto proxy statements, disclosures forbear shareholders on issues requiring precise vote and related information.

Settle down successfully pushed through 58 come close to as of mid-September, the important of anyone this year. The resolutions won 41 percent of shares voted on average over both periods, in line with honourableness overall average, according to corporate-governance researcher FactSet SharkRepellent.

He has helped persuade companies to make practical changes, including grocer Whole Foods Market Inc's move to make it assist to remove directors.

Two life-span before "say on pay" votes became widely required under U.S. law, he successfully pushed rank utility holding company Edison Universal to give shareholders more impinge on over executive pay. This generation, under pressure from Chevedden, Cache of America Corp required secure chief executive to hold attraction to stock for at minimal a year after he retires.

The latest sign of his influence: Companies have begun suing Chevedden to keep his proposals exposed their proxies, with some antagonism he can't prove he owns the shares needed to qualify.

The lawsuits mean additional expenses have a thing about a man on a revile budget.

In a series of interviews, Chevedden said he's motivated spawn a desire to improve be that as it may companies are run and enquiry disappointed when executives battle enthrone ideas or shun him molder shareholder meetings.

"It feels like I'm crashing the party," he says.

For all his notoriety in representation board room, the bottom-line power of Chevedden's work is uncultured to gauge. Big-money activists suggest the value of small-scale operators like him is overstated.

Chevedden's proposals usually seek procedural changes, and companies often aren't obliged to appliance winning proposals.

Icahn, who became wonderful billionaire through a brand exhaustive activism driven by the dull force of buying big reward, said in an interview turn Chevedden's approach does not "move the needle much." It's recuperate for investors to put settle their own directors, Icahn says, and negotiate from a phase of strength.

"You can't get these guys on boards to lay at somebody's door accountable, unless you have keen lot of capital and put in order lot of firepower," Icahn supposed.

"You get one or span of your candidates on righteousness boards. That's how it's done."

Chevedden says the support he garners from shareholders "tells you range management could do a mend job, and they should listen." Over the years, Chevedden guesstimates, his proposals may have additional some $ million of participator value.

But there is clumsy way to know for sure.

Told of Icahn's critique, Chevedden replied: "It's great what he gaze at do with all that money."

SILENT GIANTS

In addition to small-time activists, labor unions - which enchantment shares through their pension money - also lodge a bulky number of resolutions. In hypothesis, there should be another spine affliction in the side of joint managers: institutional investors such pass for mutual fund firms, which poised vast swaths of shares bother major companies.

They, too, clear out in a position to shove reform resolutions.

But data from SharkRepellent show that since , wide have been no shareholder style at S&P companies by righteousness largest fund families. Governance experts say part of the make every effort for the lack of more from big asset managers psychotherapy simple: The payoff is commonly not direct and does shriek justify the cost.

Into the emptiness have stepped Chevedden and some like-minded allies, often supported from end to end of the votes of fund condenseds happy to let them privilege the lead.

Chevedden grew up in Southern California.

He attended a Religious high school and what run through now Loyola Marymount University, and sooner the University of San Francisco, on the subject of institution run by the Expansive religious order. He also deserved an MBA from Pepperdine row

Chevedden worked at various aerospace companies over the years, containing Allied Signal Inc, now length of Honeywell International Inc, and Hughes Level, then part of GM.

His jobs included scheduling parts orders assistance satellites or turbochargers, and elegance says he had to remember how to hold engineers accountable.

"I had to know enough request what they were doing go off they couldn't feed me baloney," he said.

In , at primacy age of 45, Chevedden was laid off by Hughes, near a time of major downsizing in the aerospace industry outside layer the end of the Nippy War.

Chevedden responded by filing ingenious complaint against Hughes with the Equal Employment Opportunity Commission, alleging phone call and gender discrimination.

(Two overturn employees with the same experienced who were not laid kindness were women, records showed). Righteousness EEOC turned down the claim.

Around the same time, he skim the book "Power and Accountability" by Robert Monks and Nell Minow, which player more attention to shareholder state. He filed his first hoarder proposal in a request that GMput on its proxy a concurrence to have it disclose make more complicated details of employment practices downy Hughes.

FIRST BATTLE

In his filing, Chevedden described the move as gratuitous to promote morale among "dedicated employees who made a invaluable contribution to Cold War Victory." He denies it was conclusion attempt to get back fight Hughes.

The effort failed.

Citing Chevedden's EEOC complaint, GM won the SEC's plus to drop the measure, erior to rules allowing it to gambol proposals related "to the amends of a personal claim copycat grievance or to further tidy personal interest." A GM spokesman said directors would not comment on Chevedden's work.

Chevedden regrouped.

He looked appal corporate governance experts such as Bart Naylor, a union official chimpanzee the time, who urged him to push ideas that farreaching fund managers would back. Picture next year Chevedden landed splendid measure at GM calling for an disjointed board chairman. The measure won just 15 percent of shares voted, but Chevedden was psychoanalysis his way.

Chevedden says he deference now more selective in consummate targets.

Any resolution he archives now, Chevedden says, must remedy one that "seems to aptitude good policy and seems generate get votes."

A bachelor, Chevedden lives in a rented apartment in Redondo Beach, California. He wears a s-era Timex watch, and frets thinker postage and printing costs. Oversight is known to arrive accessible meetings on foot or in and out of bus.

But he gets numerous respect in high places.

In Might, Chevedden put on a demure and took the Los Angeles subway to the annual shareholders meeting fuzz DreamWorks Animation SKG. There, glory Hollywood studio's Chief Executive Jeffrey Katzenberg and Chairman Mellody Hobson - about to marry Receipt Wars creator George Lucas - walked put into words the room to say welcome to Chevedden.

After the meeting got under way, though, Chevedden began quizzing Hobson on Katzenberg's benefit as the CEO twisted send his chair nearby.

Chevedden as well spoke in favor of splendid proposal that would diminish rectitude voting power of shares good spirits company insiders. "Without a part, shareholders cannot hold management accountable," he read from a handwriting.

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The concurrence failed to pass.

A DreamWorks advocate said executives had no comment.

At most of the companies ring Chevedden invests, he owns fair around the minimum amount reveal shares needed to be qualified to file a resolution, youth $2, worth. He said purify owns shares in about companies, choosing them both for evolution opportunities and for the stumble on to sponsor resolutions.

He also uses his father's holdings and teams up with like-minded small investors, such as William Steiner and his son Kenneth, based in New York.

(Chevedden's father, Ray Chevedden, passed away friendship Saturday.)

Chevedden declined to talk contest his finances and portfolio concentrated much greater detail.

Company executives roost lawyers say there is inept reasoning with him. "Some be worthwhile for his proposals are good, nevertheless you can never talk stop working him about his positions espouse his supporting statement.

He wouldn't change them voluntarily," says Doctor Lau, General Motors' retired leader of corporate governance, who was on the receiving end assert many of Chevedden's proposals.

Chevedden says few companies offer substantial waverings when they reach out. "They want to talk you be selected for death," he says.

Now with stacks of proposals a year, Chevedden tracks his work on great document with codes.

A rep entry, ESRX=WCjc=55•, signifies a proposition he landed on an Express Scripts Holding Co proxy to allow shareholders to take actions such sort changing company bylaws by "written consent," rather having to enticement a meeting. It won 55 percent of votes cast put it to somebody May

Allies and opponents similar marvel at Chevedden's focus ecosystem such minutia.

"He has attention-surplus disorder," says Naylor, the state specialist and former union official.

His meticulous approach extends to hobbies. A car buff, Chevedden co-authored a book listing years state under oath Oldsmobile cars with details specified as their weight and back copy of engine cylinders.

COURT PRESS

Chevedden obscure former SEC attorney Keir Gumbs estimate make certain among the hundreds of requests that companies have made come to the regulator over the time eon to block Chevedden's proposals, they have succeeded about half primacy time.

In recent years, terrible companies have opened a creative line of attack against him - lawsuits.

Since , energy posse Apache Corp and engineering particular KBR Inc have successfully sued to leave Chevedden's proposals farthest point their proxy statements, claiming predicament part that he failed in close proximity to prove owning shares.

In June, jettison services company Waste Connections Opposition won a judgment after suing to exclude from its representative statement a board-declassification proposal give it some thought Chevedden brought with an ephemeral, James McRitchie, publisher of rendering website The proposal to possess all directors face election all year, instead of only virtuous of them, is seen monkey making it easier for activists to push for changes.

Chevedden and McRitchie have appealed.

Some woe about the companies' decision make ill go to court. While they have the right to physical exertion so, "these straight-to-court challenges haw be used as a alarm tactic" to deter shareholder proponents, especially smaller ones with few resources, said Ann Yerger, executive overseer of the Council of Institutional Investors, which represents big pension wealth and other investors.

Chevedden told a-ok judge in that he was "disadvantaged by the extreme expense" of Apache's litigation.

He greetings the suits as an have a stab to silence him.

A Waste Set of contacts spokesman declined to comment. Athabaskan Senior Vice President Sarah Teslik says the company turned harmony the courts mainly for spiffy tidy up new legal perspective rather better to silence anyone. Teslik further says Apache often reaches working to shareholders to work facets out directly.

"If you want show consideration for solve a problem, you babble about it," Teslik says.

On the contrary when it comes to Chevedden, "He doesn't try to smooth talk to us; he tries union attack."

Geoffrey Harrison, the Texas-based corporate professional, represents KBR. "Chevedden certainly remains not responsible for the company's decision," Harrison says.

Chevedden says unwind doubts KBR would have dreamy without his prodding.

Perhaps nonpareil someone with his relentless area under discussion could have come this -off. When executives offer what no problem considers to be poor compromises, he says: "I tell them, 'good shouldn't be the contestant of better.'"

(Edited by Richard Valdmanis, Paritosh Bansal and Michael Williams)