Jim McRitchie is an individual investor who focuses on corporate governance, democracy and social justice. His career in environmental protection taught him that companies often wield more influence on governments than citizens or shareholders, an insight that led him to buy stock and file shareholder proposals to achieve systemic change. With the help of Mark Latham (Founder of Votermedia.org) his initial proposals challenged proxy analysis and proposed the concept of proxy voting brand competitions that would rebalance corporate power in the hands of shareholders. Later, he collaborated with John Chevedden, a prolific shareholder advocate, to further corporate governance reforms that increase corporate accountability such as fair elections and proxy access.
McRitchie’s major successes lie in securing legal rights through innovative approaches. A case in point is his 2002 proxy access rulemaking petition which eventually helped lead over 80% of large companies to adopt cost-effective methods for shareholders to nominate non-controlling directors to corporate boards. He also helped devise tactics to circumvent legal attacks on shareholder proposals such as 2024’s ExxonMobil v Arjuna (see EMC v. John Chevedden and James McRitchie: Case Dismissed). He also successfully challenged the U.S. Securities and Exchange Commission (SEC) staff’s evolving interpretation of crucial rules that favored management and board entrenchment.
This proxy season, nine of his 53 proposals addressed environmental and social topics where he was able to collaborate with ICCR’s institutional investor members. One of McRitchie’s most unusual wins this year resulted from a proposal to declassify the board at Upwork (UPWK). The corporate secretary, aware of his proposals on gender and racial pay gaps reporting, offered to report on these gaps if Jim withdrew his proposal. Julia Cedarholm of ICCR member Arjuna Capital, which issues a Racial and Gender Pay Scorecard, assisted Upwork in understanding how to achieve a favorable score, leading to an unexpected win.
Cedarholm’s assistance was also crucial at the other five companies where Jim submitted pay gap proposals. For instance, they secured 39% support at Boeing. However, these proposals become more complex when companies report only “adjusted” pay gaps, which obscure the discrimination his proposals aim to highlight. True transparency comes from reporting unadjusted median pay, revealing whether women and minorities receive deserved promotions.
Another significant win came on a climate lobbying proposal filed at Starbucks with the help of Tim Smith, Senior Policy Advisor at ICCR, and ICCR member John Keenan, Corporate Governance Analyst for AFSCME. Extensive negotiations led to an agreement representing substantial progress. The same team worked on a similar proposal at Caterpillar, which garnered a respectable 23% vote in favor.
Jay Zubillaga and Yamika Ketu, of Ceres, helped Jim file a climate lobbying proposal at American Express (AXP). They highlighted AXP’s financial contributions to the U.S. Chamber of Commerce, which opposed the Build Back Better plan and sued the SEC over its recent climate disclosure rules. Despite AXP’s inadequate reporting on actions addressing these conflicts, the proposal won 24% support. Those inadequacies underscore the need for more nuanced proxy voting policies, spearheaded by ICCR, CII, and the Shareholder Rights Group.
McRitchie continues to focus on corporate governance issues, and fosters collaboration between ICCR member organizations and significant funds such as Norges Bank, Legal and General, and CalPERS to secure board representation for ESG concerns through proxy access. Many of his proposals aim to prevent corporate bylaws from obstructing board candidates nominated by ESG activists.
McRitchie likes to think long-term. His recent lawsuit against Zuckerberg revealed the ‘Wizard of Oz’ behind the curtain. In his ruling, Judge Laster confirmed that “fiduciary duty” runs to the shares and views “human beneficiaries” as “incidental.” McRitchie believes that is a poor foundation for both our democracy and capitalism. As Rick Alexander, CEO of The Shareholder Commons notes, “The rules that govern our financial system should be designed to protect the human beings it serves.”
Changing who makes the rules is vital. McRitchie’s ultimate goal is to help workers as key corporate stakeholders own significant stock in their companies, transforming them from value-extracting entities to value-affirming community members through proxy access and other mechanisms to extend democracy and social justice.
Jim McRitchie is an individual investor who focuses on corporate governance, democracy and social justice. His career in environmental protection taught him that companies often wield more influence on governments than citizens or shareholders, an insight that led him to buy stock and file shareholder proposals to achieve systemic change.
With the help of Mark Latham (Founder of Votermedia.org) his initial proposals challenged proxy analysis and proposed the concept of proxy voting brand competitions that would rebalance corporate power in the hands of shareholders. Later, he collaborated with John Chevedden, a prolific shareholder advocate, to further corporate governance reforms that increase corporate accountability such as fair elections and proxy access.
McRitchie’s major successes lie in securing legal rights through innovative approaches. A case in point is his 2002 proxy access rulemaking petition which eventually helped lead over 80% of large companies to adopt cost-effective methods for shareholders to nominate non-controlling directors to corporate boards. He also helped devise tactics to circumvent legal attacks on shareholder proposals such as 2024’s ExxonMobil v Arjuna (see EMC v. John Chevedden and James McRitchie: Case Dismissed). He also successfully challenged the U.S. Securities and Exchange Commission (SEC) staff’s evolving interpretation of crucial rules that favored management and board entrenchment.
This proxy season, nine of his 53 proposals addressed environmental and social topics where he was able to collaborate with ICCR’s institutional investor members. One of McRitchie’s most unusual wins this year resulted from a proposal to declassify the board at Upwork (UPWK). The corporate secretary, aware of his proposals on gender and racial pay gaps reporting, offered to report on these gaps if Jim withdrew his proposal. Julia Cedarholm of ICCR member Arjuna Capital, which issues a Racial and Gender Pay Scorecard, assisted Upwork in understanding how to achieve a favorable score, leading to an unexpected win.
Cedarholm’s assistance was also crucial at the other five companies where Jim submitted pay gap proposals. For instance, they secured 39% support at Boeing. However, these proposals become more complex when companies report only “adjusted” pay gaps, which obscure the discrimination his proposals aim to highlight. True transparency comes from reporting unadjusted median pay, revealing whether women and minorities receive deserved promotions.
Another significant win came on a climate lobbying proposal filed at Starbucks with the help of Tim Smith, Senior Policy Advisor at ICCR, and ICCR member John Keenan, Corporate Governance Analyst for AFSCME. Extensive negotiations led to an agreement representing substantial progress. The same team worked on a similar proposal at Caterpillar, which garnered a respectable 23% vote in favor.
Jay Zubillaga and Yamika Ketu, of Ceres, helped Jim file a climate lobbying proposal at American Express (AXP). They highlighted AXP’s financial contributions to the U.S. Chamber of Commerce, which opposed the Build Back Better plan and sued the SEC over its recent climate disclosure rules. Despite AXP’s inadequate reporting on actions addressing these conflicts, the proposal won 24% support. Those inadequacies underscore the need for more nuanced proxy voting policies, spearheaded by ICCR, CII, and the Shareholder Rights Group.
McRitchie continues to focus on corporate governance issues, and fosters collaboration between ICCR member organizations and significant funds such as Norges Bank, Legal and General, and CalPERS to secure board representation for ESG concerns through proxy access. Many of his proposals aim to prevent corporate bylaws from obstructing board candidates nominated by ESG activists.
McRitchie likes to think long-term. His recent lawsuit against Zuckerberg revealed the ‘Wizard of Oz’ behind the curtain. In his ruling, Judge Laster confirmed that “fiduciary duty” runs to the shares and views “human beneficiaries” as “incidental.” McRitchie believes that is a poor foundation for both our democracy and capitalism. As Rick Alexander, CEO of The Shareholder Commons notes, “The rules that govern our financial system should be designed to protect the human beings it serves.”
Changing who makes the rules is vital. McRitchie’s ultimate goal is to help workers as key corporate stakeholders own significant stock in their companies, transforming them from value-extracting entities to value-affirming community members through proxy access and other mechanisms to extend democracy and social justice.
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