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The Board Member Research

Author
Affiliation

Mike P. Sinn

International Campaign to End War and Disease

Abstract

The shareholder demand letter contains a per-contractor “Personalized Impact on CEO” section that compares the CEO’s expected net worth under the status quo versus under the 1% redirection scenario. The section is empty without research. This page is the research protocol: where to find the data, what to extract, and a per-contractor template that turns the publicly available proxy statement into the personalized exhibit that goes into the demand letter.

Keywords

proxy statement, DEF 14A, SEC EDGAR, board of directors, shareholder demand letter, executive compensation, 1% treaty

STATUS: DRAFT. Per-contractor research must be refreshed before each filing because CEOs and directors change. The templates below are starter scaffolds; numbers must be filled in from the current DEF 14A.

Where to Find the Data

All sources are public.

Source What to extract URL
SEC EDGAR DEF 14A (proxy statement) CEO and director names, ages, tenures, share holdings, compensation, total realized comp over past 3-5 years sec.gov/cgi-bin/browse-edgar
SEC EDGAR Form 4 Insider stock transactions; current direct holdings sec.gov/cgi-bin/browse-edgar
SEC EDGAR 10-K Total lobbying disclosure, executive compensation tables, ownership tables sec.gov/cgi-bin/browse-edgar
OpenSecrets Annual lobbying spending by company opensecrets.org/industries/lobbying.php?ind=D
Company investor relations page Current officer list with bios, photos, links to recent earnings calls [Company website] /investors
LinkedIn Current board memberships, tenure verification, secondary roles linkedin.com
Bloomberg / WSJ executive profiles Net worth estimates, salary history, peer-company comparisons Paywalled but commonly accessible via library systems

The DEF 14A is the single most useful document. It includes:

  1. Names, ages, photos, and bios of every director and named executive officer.
  2. Beneficial ownership table (shares held by each insider, including options).
  3. Summary Compensation Table (3 years of salary, bonus, stock, options, total).
  4. Pay vs Performance table (executive compensation vs. shareholder returns).
  5. Director Compensation Table.
  6. Ratification proposals and director election ballots.
  7. Any shareholder proposals on the ballot for the upcoming AGM.

What to Extract

For each defendant, capture:

CEO

  • Full legal name (as it appears on SEC filings)
  • Current age (DEF 14A discloses)
  • Tenure as CEO (years)
  • Total realized compensation, last 3 fiscal years (sum from Summary Compensation Table)
  • Estimated personal net worth (rough estimate from compensation + insider holdings × share price)
  • Direct share ownership (from beneficial ownership table; exclude options)
  • Probability of being alive in 20 years (use age-specific actuarial tables from the SSA actuarial life table)
  • Public statements on military spending, defense policy, or lobbying (search transcripts)

The CEO Template

COMPANY:                     [COMPANY NAME] ([TICKER])
NAME:                        [CEO FULL NAME]
AGE:                         [AGE]
TENURE AS CEO:               [YEARS]
SOURCE:                      [COMPANY] DEF 14A filed [DATE], available at
                             sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=[CIK]

TOTAL REALIZED COMPENSATION (Summary Compensation Table)
  FY-1:                      $[X]
  FY-2:                      $[X]
  FY-3:                      $[X]
  3-year total:              $[X]

DIRECT HOLDINGS (beneficial ownership table)
  Shares (excluding options):  [N] shares × $[price] = $[X]
  Options (in-the-money):    [N] options × $[avg net value] = $[X]
  Other equity awards:       $[X]
  Direct ownership total:    $[X]

ESTIMATED PERSONAL NET WORTH
  Disclosed equity (above):  $[X]
  Plus prior-year accumulation (3-5 years of comp minus standard living costs):  $[X]
  Less estimated taxes:      $[X]
  Estimated net worth:       $[X]
  (Note for counsel: this is a public-filing-derived estimate, not an audited figure.
   Use a defensible range, not a point estimate, in the demand letter.)

PROBABILITY OF BEING ALIVE IN 20 YEARS
  Current age:               [AGE]
  Sex:                       [M/F]
  Source:                    SSA actuarial life table 2021
                             ssa.gov/oact/STATS/table4c6.html
  Probability:               ~[X]%

PRIOR PUBLIC STATEMENTS ON MILITARY SPENDING OR LOBBYING
  [Quote 1]                  [Source, date]
  [Quote 2]                  [Source, date]
  [Quote 3]                  [Source, date]

DEMAND LETTER SCENARIO MATH
  STATUS QUO scenario (continue current lobbying):
    Net worth in 20 yrs at baseline CAGR (~7% real):   $[X] × 1.07^20 = $[X]
    Probability alive at age+20:                           ~[X]%
    Expected accessible wealth:                           $[X]

  1% REDIRECTION scenario (treaty passes, lobbying redirected):
    Net worth in 20 yrs at treaty CAGR (~[X]% real,
      from 4.1x (95% CI: 2.02x-8.62x) GDP multiplier
      compounded to year 20): $[X] × [treaty_cagr]^20 = $[X]
    Probability alive at age+20:                           ~[X]% (higher: disease eradication adds
                                                              5.1 years (95% CI: 1.81 years-8.45 years))
    Expected accessible wealth:                           $[X]

  DIFFERENCE
    Wealth gained by redirecting lobbying:               $[X]
    Additional healthy life-years (median estimate):     [X]
    Additional expected years of life × wealth × utility: $[X]

Per-contractor URLs and lobbying figures are on the per-contractor fact sheets. The filled-in CEO template plugs into Section 6 of the demand letter.