Will new CEO Fiddelke avoid any discretionary share sales through August 2026?

Fiddelke retained 100% of post-tax vesting shares ($281K) and has zero Form 4 discretionary sales or Form 144 filings. New CEOs transitioning from COO typically signal alignment in their first year. The 6-month window (Feb-Aug 2026) is relatively short. However, the 10b5-1 plan adoption clause is significant -- many CEOs are advised by counsel to establish these as standard governance practice, and the resolution criteria explicitly counts this as NO. The 4-month data gap (Oct 2025-Feb 2026) introduces uncertainty but material insider transactions typically generate news coverage. The $281K position is small enough that diversification pressure is minimal.

Focus on the 10b5-1 risk: many new CEOs are advised by legal counsel to establish 10b5-1 plans early in their tenure as standard corporate governance practice. If Fiddelke's counsel recommends this, it alone would resolve NO. As CEO, his compensation will be dramatically higher than the COO-level $281K retention -- likely millions in equity annually -- creating future diversification incentives. However, the committee found zero open-market buying by any insider at 43% below 2021 peak and 10 Form 144 sell-side notices with zero buy-side activity, suggesting a systematically sell-biased culture. The 62% probability reflects meaningful 10b5-1 adoption risk within the 7-month window partially offset by typical new-CEO signaling behavior.

The 4-month data gap (Oct 2025-Feb 2026) is the largest uncertainty factor. If material Form 4 activity occurred during this gap, the question may already be resolved. However, significant insider transactions typically generate news coverage and the committee's analysis would likely have flagged known activity. Fiddelke's categorical 100% retention as COO suggests a deliberate choice to signal alignment ahead of the CEO transition. The 7-month window is manageable for avoiding discretionary sales. The main risk is the 10b5-1 clause -- but many CEOs wait at least a year before establishing such plans, particularly internal promotions who understand the optics. The 'any amount' threshold in resolution criteria is stringent but sell-to-cover exclusions protect routine tax-related transactions.

Fiddelke has signaled alignment through 100% retention of post-tax vesting shares. The committee confirmed this at E3 confidence with 2/2 agreement. The 7-month window (Feb-Aug 2026) is short. Main risks are 10b5-1 plan adoption and the 4-month data gap. New CEOs who transition from within (COO to CEO) typically hold shares in their first year for optics -- selling would signal lack of confidence immediately after taking the helm. The $281K retained amount is small, which actually reduces diversification pressure. The committee's 'sole positive governance anchor' characterization suggests Fiddelke is aware of the signaling value of his retention behavior.

New CEOs almost never sell discretionary shares in their first 6-7 months. The optics would be devastating -- especially given Cornell's $25.8M in discretionary selling without 10b5-1 protection that the committee flagged. Fiddelke, as former COO and now CEO, understands the governance narrative. He chose to retain 100% when he could have sold. The 10b5-1 risk is real but most new CEOs don't rush to establish these in the first half-year, particularly when the predecessor's selling pattern is already a governance concern. The data gap likely contains nothing material as significant insider transactions generate news coverage. The zero-buy environment (no insider buying at 43% below 2021 peak) suggests no one is adding exposure, but Fiddelke's retention is a distinct positive signal.

The base rate for a new CEO avoiding discretionary sales in first 7 months is fairly high, perhaps 75-80% in normal circumstances. The 10b5-1 clause reduces this -- it's a common governance tool and the resolution criteria explicitly count it as a NO. The committee noted the 92:1 dollar asymmetry (Fiddelke retained $281K vs Cornell sold $25.8M) and the uniformly sell-biased insider culture (zero buys across all insiders). Fiddelke's internal promotion from COO reduces liquidity needs compared to an external hire. However, the sell-biased culture and the possibility of new CEO-level equity grants creating diversification motivation push the probability down somewhat. The unresolved debate about Fiddelke signal strength (downgraded from 'strongest positive' to 'moderate positive') suggests even the committee sees this as uncertain.

New CEOs rarely sell in their first year -- the optics are too damaging. Fiddelke retained 100% of post-tax shares as COO, establishing a clear alignment pattern. The 7-month window is short. The 10b5-1 adoption risk is the main concern but typically not pursued in the first half-year of a CEO tenure. Internal promotions have lower liquidity needs than external hires.

Strong retention signal from Fiddelke -- 100% of post-tax shares retained, zero Form 4 discretionary sales, zero Form 144 filings. Short 7-month time window. Internal promotion (COO to CEO) reduces liquidity needs. Small position ($281K) means no diversification pressure. The 10b5-1 clause and sell-biased insider culture are the main risk factors that prevent a higher estimate.

Fiddelke has demonstrated categorical alignment through 100% share retention. The 7-month resolution window is manageable. Internal promotion from COO to CEO means he understands corporate governance optics. The 4-month data gap is unlikely to contain material sales given lack of news coverage. The committee identified his retention as the 'sole positive governance anchor' -- he has strong incentive to maintain this status during the critical early CEO period.