Evelyn Y. Davis: Gadfly Extraordinaire and Self-Styled “Queen of the Corporate Jungle” Passes Away on November 30, 2018 at the Age of 88

Evelyn Y. Davis in an early “call-me” get-up.

One of the most complex, contentious, egotistical, infuriating and relentless people - and in many ways one of the saddest people on the corporate scene - due, perhaps, to her terrible experiences as a Holocaust survivor, which were rarely mentioned until late in her life…

But in the last decade or so years of her career, she changed her tune - and her tone - and ultimately became one of the most highly successful people on the corporate governance front - and a financially successful person to boot.

A few first-hand EYD stories from the OPTIMIZER’s editor-in-chief:

“Evelyn Davis was at the very first shareholder meeting I ever attended - at the then-new, postmerger Manufacturers Hanover Trust Company. A callow youth in the mid-1960s, I was pressed into duty because I was good at long-division. The only ‘calculators’ back then, other than human ones, were mechanical monsters that weighed about 75 pounds and made ear-shattering noises as they literally ‘spun their wheels’ to come up with percentages.

“From the moment Evelyn Y. Davis grabbed the mike, in the old American Stock Exchange auditorium, I knew this was a business I wanted to stick close to.

”Davis had just begun to branch out from her first career in the world’s oldest profession - and what a first impression she made on the audience. All of them but her were in their best business attire, as was the custom then. She was wearing what was her best business attire back then - a tight black sweater with a plunging neckline, a mini-skirt that was 10 or 11 inches long at most, black net stockings, thigh-high black boots, and a short chinchilla jacket.

Her opening remarks were to fawningly compliment the Chairman - and to ask if she could come up on stage, sit on his lap, and give him “a big juicy kiss.” Our then Chairman, Jeff McNeill, was an incredibly straitlaced, old-school Southern Baptist, with a big old fashioned Florida drawl - and when he recovered himself sufficiently to politely demur, she turned on him with a vengeance, peppering him with one question after another, never pausing to wait for the answer, which was her usual habit at all meetings. Her loud, high-pitched voice, and the sarcastic-sounding tone she favored during the first half of her career - screeched through the air like a jagged knife-blade on a blackboard. After a few minutes, people in the audience began to shout, “Sit down! Shut up! Go home!”

“You’re all just jealous of me” she shrieked… “Especially you women! Men! Meet me outside… I’ll take on every man in this room!” The audience was totally stunned into silence - but I was totally hooked - on shareholder meetings that is.

Throughout her career, if a CEO was not too terribly old, reasonably good looking (to her) and reasonably fit for his age, she loved him. She would address him by his first name or nickname, and shower him with smarmy compliments, flirtatious remarks and softball questions. It always seemed obvious that she was trying to follow the advice of the original female gadfly, Wilma Soss - to marry a rich businessman if at all possible - but without much in the way of Wilma’s good looks, natural charm or “class” (See the article on Wilma in our History section.) And, not the greatest way to win over a man, we’d say, she had an uncontrollable desire to take charge, and to come out on top on every point she’d bring up. Sometimes she would hand the chairman a check, to open an account for her - and one time, to pay for draperies she had ordered (!) where she asked the chairman to personally make sure they would arrive promptly, and be installed to perfection.

If a CEO was old or plain, or short, or dumpy - or worst of all old - and dumpy - as many were in those days - God help him: She would question him unmercifully. One such CEO at a Connecticut-based company, after years of being tortured at his annual meeting, finally came up with a way to bell the cat: He moved the meeting from headquarters to a hotel - and opened the proceedings by reading a section from the local town ordinances that prohibit “a convicted prostitute from entering upon the second floor, or a higher floor, of a public hotel.” Then he pointed his finger and sternly warned, “Mrs. Davis, if you do not behave yourself properly we will promptly adjourn this meeting and reconvene it on the second floor.” Yet another stunned audience - and the only time ever, we think, that EYD was completely silenced.

Most of the time, Evelyn was totally nonplussed by her 1963 conviction, or by any of the shouted comments, jeers and boos she elicited at most meetings in her early days. For Evelyn, there was no such thing as “bad publicity” - and, as she often admitted with respect to her long list of “issues” - “it is all about keeping my name up front.”

At the 1973 Bristol Meyers meeting in Wilmington, Delaware’s plush and proper Hotel DuPont, she stood by, totally at ease, while the crowd literally gasped - when the Gilbert brothers asked the Chairman to note “An historic moment - the tenth anniversary of Evelyn’s conviction for prostitution!” Then, Louis and John went up and down the aisles, passing out copies of the old New York Post centerfold of EYD being led away in handcuffs from her “Shareholder Research and Secretarial Center” (with bed) in a midtown Manhattan hotel…And then, Evelyn proceeded with her questions as usual. (Thirty years later, in 2003, she told the Washington Post that her conviction was a “vicious corporate frame-up” - an effort, she said, to silence her at shareholder meetings…but no, not really.)

One of Evelyn’s top pet peeves was if a Chairman referred to her as Miss, or “Ms.”…“I am MRS. Evelyn Y. Davis,” she would loudly proclaim. “I have had “x husbands” (inserting a number between two and ultimately four.) “Ms. is for women who can’t even get ONE husband” she would huff, inadvertently giving away her fear, we thought, that listeners might think of her as somehow ‘unsuitable’ for marriage.

Very sad to say, but impossible to ignore in any history of EYD - and in stark contrast to Wilma Soss, who was a true champion of women - for most of her career Davis hated to have even a single woman anywhere near her.

Worse, she went out of her way to single-out prominent women, especially attractive ones, and to be incredibly rude to them. If a female Corporate Secretary was on the dais she would belittle her appearance, broadly hint that she must have slept her way to the job and flatly refuse to speak with anyone but the CEO. Everyone else - even most of the senior men, unless they struck her fancy, she referred to as “flunkeys.” She would not let a woman take her to her pre-assigned seat - or hold the microphone when it was her turn to speak - something that most companies knew about, and, shamefully - but understandably, we guess - they simply caved in to her.

One year, at another Old Manny Hanny meeting, she began her remarks by wildly waving the proxy statement and screeching that “There is a significant and fraudulent misrepresentation in this document!” Once again, the audience - and especially our big bevy of lawyers, who frantically grabbed proxy statements and started turning pages - were stunned into silence: “Look at page ten,” she said, where there was a photo of our only woman director - that was probably 10 to 15 years old. “Then look at that old hag!” she shouted, pointing directly at our highly distinguished nominee… “A FRAUD!”

Another thing about Evelyn that is very sad to note, many companies not only tolerated but actually indulged her most outrageous behaviors and remarks. Some of this was probably because they did not know how to keep her in check. (Today - thanks in large part to Evelyn Davis herself - all smart companies have Rules of Conduct to keep professional gadflies under control.) But most of the long and very free-rein they allowed her, we think, was to use up time on petty issues that might otherwise be devoted to truly serious and potentially more difficult questions from other attendees.

Many companies sent cars to pick her up at airports and train stations and take her back. And some, we know for sure, even picked up her hotel bill. Rumor had it that a major auto maker would give her a new car every year - as a “test-driver” And, for certain, when she first bought a Jaguar, in 2003, Ford’s then chairman William Ford (whom she had earlier called “my king, Bill Ford”) delivered it to her personally, at her Watergate-complex residence in D.C. - following which (and what a thank-you!) Evelyn triumphantly told the press, “This is my secret, manipulating the male ego, playing one against the other.”

At the same time, many other companies did everything they could think of to avoid the appearance of EYD at their shareholder meetings - by scheduling them on the busiest meeting days and in cities they knew she was not likely to get to - or get to on time.

Back in the 70s and 80s our old Manny Hanny meeting was always held in New York City in the morning, while the Merrill Lynch meeting was in Princeton NJ, in the afternoon. Merrill Lynch would send three or four staffers to our meeting - all armed with train schedules, synchronized watches and stacks of quarters, to keep an open line between at least two phone booths outside our auditorium and their Princeton office. When EYD went on too long to make the train to Princeton - which she often did - a huge cheer would rise up from the MLPFS staffers stationed just outside the room.

Another very common EYD-keep-away tactic was to buy multiple copies of her “newsletter” - “Highlights and Lowlights of Annual Meetings” - which she published annually from 1965 to 2011 - and which secured her a White House press pass! The subscription rate was a whopping $600 per copy - with a two-copy minimum order - and buyers hoped it would dissuade her from filing shareholder proposals with them.

The early issues were published via her own handcranked “mimeograph machine” - which most readers are too young to remember - but a very early self-publishing vehicle, notable for its smudgy, purplish-red ink. (For history buffs, this is also how the “Pink Sheets” got their name - where pricing indications on ‘unlisted’ company stocks were originally mimeographed and circulated to brokers on a daily basis.)

Evelyn did an amazing job of keeping the contents a deep dark secret from everyone but subscribers - which was actually easy, since none of them wanted to admit to being subscribers. The content was roughly divided between glowing reports on her remarks - and the remarks and personal qualities and accomplishments of CEOs and their companies that fawned over her - and scathing reviews of CEOs - and companies - that resisted her blandishments and refused to buy her newsletter and/or gave her a hard time at meetings. Many people, including the Gilbert brothers, called it an “extortion racket” which, basically, it was.

In 1980, two public companies filed complaints with the SEC, alleging “abuse…and subversion of the proxy solicitation process for personal gain” when she filed proposals with them immediately following cancellations of their subscriptions to Highlights and Lowlights. In response, the Society of Corporate Secretaries filed briefs with the SEC to support the two corporate filers and Evelyn immediately added a new item to the hot buttons on her meeting hit-list: a demand that companies cancel their membership in the Society. The Gilbert brothers, one or both of whom were invariably at the same meetings EYD attended, always rose to support the Society and explain the “extortion racket.” Before long, Evelyn realized that this reinforced the personal grievance issue - which also caused her to pull-back a bit on her previously relentless sales campaigns. But, despite the seamy history, and the scanty contents of “Highlights and Lowlights” - as late as 2011, when she had to give up on the newsletter due to failing health, Goldman Sachs was reportedly buying 60 copies per year!

Interestingly, EYD’s first big shareholder meeting victory was sort-of a “gender diversity issue” - the first ever raised at a public company. Within a year, all the major airlines - which were previously hiring only “stewardesses” as flight attendants (and only pretty, slim and young ones, which drove Evelyn especially wild) - quickly agreed to hire stewards too, following demands from Evelyn that she wanted to be waited upon only by MEN. And, lest you think this was a progressive idea on EYD’s part, only young and handsome men should be hired, she insisted.

And, oh yes, her frequent remarks about over-old photos of directors were soon duly noted by the officers and directors at most of the publicly traded companies that were favored with Evelyn’s annual visits.

Another big EYD achievement early on; she was singlehandedly responsible for a big move to use Independent Inspectors of Election at Shareholder Meetings - when she demanded to know who the Inspectors were, after narrowly missing the resubmission threshold on a proposal at ITT Corporation - and hearing (Who could believe it???) that the Inspectors were “Mr. Smith and Mr. Jones” - both ITT employees. The news elicited derisive shrieks from EYD but uproarious laughter from the audience - and most smart companies soon stopped using their own employees as Inspectors (or a group of nuns, priests, rabbis and an AME bishop, as we had been doing at Old Manny Hanny) and began to hire independent experts.

Perhaps the highlight of Evelyn’s 50-year career - from Evelyn’s own perspective - was the time during the Reagan administration when she was finally allowed to use her press pass to ask a question, and to be shown on TV during a Ronald Reagan press conference. She wore a bright red suit, which, as she flirtatiously remarked to Reagan for openers, was “the reason you could not resist calling on me - because I know it is Nancy’s favorite color.” (The back story, which we have from an impeccable source, is that the Secret Service prepped her sternly, and well in advance, to ask only one predetermined and totally innocuous question - with no follow up permitted. They warned her that if she said one extra word the mike would go dead - but not the camera - and she would be physically removed on the spot. (Still not a bad tactic to have in mind at shareholder meetings, we’d opine.) We’d also bet $100 that Evelyn was thinking, “I’m about Nancy Reagan’s height - and quite a few years younger - and I’m wearing a beautiful and very expensive bright red suit. Who knows what might happen when Ronnie calls on me?”)

In the last decade of her career, however, perhaps as a result of the life-changing White House experience, Evelyn totally changed her tune - and her tone - and her overall demeanor - and began to rack up some big successes on issues that are still important ones today.

Between 2001 and 2009 her proposals to “de-stagger” corporate boards won majorities at 36 companies, according to activist James McRitchie. Since then, the annual election of all directors - instead of what the Gilbert brothers used to colorfully and sometimes aptly call “the stagger system” - has become the best practice at most of the S&P 500 companies. And the march to de-stagger boards - especially where the most obvious “staggerers” exist - continues apace. Many other of her pet issues - such as better disclosure of executive comp - and of corporate political donations - which she wanted to ban entirely - have been gaining a lot of traction in recent years. Our great friend Steve Norman, the former Corporate Secretary at American Express, and the longest-serving Corporate Secretary ever, summed her up perfectly: “She was absolutely relentless.”

In the last decade of her career, Evelyn also spruced up her wardrobe and her overall appearance significantly - ditching the wacky and sometimes trampy-looking outfits in favor of expensively tailored suits - and clearly spending serious time and money on regular personal “makeovers” to keep her in the game.

Most amazingly, she completely reformed her attitude toward other women. Two years in a row, at the SAKS meeting, she went out of her way to be nice to the young and attractive female Inspector of Election (full disclosure, my daughter-in-law Anna.) And at both meetings, she peppered the Chairman with probing, but friendly and knowledgeable questions about fashion - and for details on the more exclusive brands they were carrying. Suddenly, she also became courteous, and even somewhat collegial, where female corporate officers were concerned!

Over the last ten or so years of her life, she began to position herself as a philanthropist - with surprisingly little ballyhoo, considering the source - making well over $1 million in gifts to the George Washington University School of Business and the School of Medical Science. Some of the money was earmarked to foster women MBAs! To no one’s surprise, all of the gifts require that a plaque be installed permanently to acknowledge each gift - to be polished regularly, for as long as the institution survives…to “keep her name out-front.”