Through the first quarter of 2025, investors were coming to grips with the adverse consequences of rising tariffs. The S&P 500 Index fell 4.3% during the first quarter and the S&P 500 Equal Weighted index fell just 1.1%, reflecting broader participation in the market this quarter. Investors and the general public alike found themselves wrestling with the uncertainty that arose from the current administration’s intent on implementing higher tariffs on imported goods from most trading partners, which weighed heavily upon investors. To that end, we at Alliance Advisors decided to research one particular segment of the investment community, deep value investors, to see where they were looking for best opportunities. In combing through the portfolios of close to 95 investors who classify their investment strategy as Deep Value, we searched for sectors that had the greatest difference between the number of firms that bought than sold. This analysis found these investors were net most bullish on Health Services and Communications sector stocks, while the largest net number of investors were most aggressively reducing exposure to Producer Manufacturing and Technology Services.

Health Services

To understand what drove the attraction to the Health Services sector, we analyzed the largest buyers of this sector, which proved to be Dodge & Cox, Davis Selected Advisers LP and Barrow, Hanley, Mewhinney & Strauss LLC. Across all three investors was one common stock purchase – CVS. The fund having the greatest impact on Dodge & Cox’s Health Service investment trend was the Dodge & Cox Stock Fund, led by David Hoeft. In the fund’s first quarter investment commentary, the investment team commented, “In 2024, the Health Care sector faced significant challenges due to margin pressures and concerns about the potential for adverse regulatory changes. After being 2024’s largest detractor, Health Care was the top-contributing sector to the Fund’s relative performance during the first quarter of 2025. Our activity in the shares of CVS Health is an example of our contrarian, long-term approach. CVS has rebounded strongly after weak 2024 performance, up over 50% in the first quarter. 2024 was a difficult year for CVS due to weaker sales at its pharmacies and higher medical costs in its Medicare Advantage health insurance segment. The company’s results rebounded in the fourth quarter under new CEO David Joyner, who joined in October. The strong results fueled investor hopes for a turnaround. Consistent with our contrarian approach, we added to CVS during 2024 and early 2025 to take advantage of the company’s depressed valuation and our positive long-term outlook for the company.”

Another stock that was fancied by these same investors was Cigna. Davis Selected Advisers’ Davis NY Venture Fund managers Chris Davis and Danton Goei recently commented, “…our investments in this important sector [healthcare] have focused on those companies that play a part in moderating or reducing the natural rate of increase in healthcare spending. Companies such as Cigna and Humana, for example, offer programs like Medicare Advantage which deliver patients a higher quality of care at a lower cost.”

Communications Sector

The Communications sector saw the second largest net number of buyers over sellers but recorded the smallest capital inflows of all the sectors with positive net inflows. Unlike with the Heath Services sector, there were no commonalities with particular stocks that were driving the trend. Interestingly though, much of the funds driving the buying trends within this sector were non-US focused (i.e. Emerging Market, Global, International, etc.). This non-US focus directly ties back to the theme at the beginning of this paper – tariffs. The fund management team of the Brandes Emerging Markets Value Fund commented in their 1Q quarterly commentary, “We have also observed substantial value potential in select businesses in Mexico as the market remains concerned about tariffs… The Fund’s other Mexican holdings, such as telecom services provider America Movil, have significant exposure to non-Mexican peso currencies.”

Sources of Capital

“Our examination of what sectors were used as sources of capital for aforementioned purchases, we note:

• Deep Value investors rotated away notably from Technology Services and Producer Manufacturing sectors.
• Technology Services saw the largest outflows, totaling $6.2 billion in Q1 2025.
• Major driver was selling of Alphabet stock.
• Alphabet was the top performance detractor for Harris Associates’ Oakmark Global Fund.
• Fund manager David Herro noted Q4 2024 earnings met consensus, except for a slight miss in Google Cloud revenue growth due to short-term capacity issues.
• Long-term growth outlook for Google Cloud is viewed as strong.
• Alphabet seen as a collection of strong businesses benefiting from AI capabilities.
• Shares trading at ~15x next year’s estimated earnings, considered significantly undervalued.
• Despite this, the fund reduced its Alphabet exposure by approximately 13%.”

Trading Activity

High activity (>75%) occurred in 10 sectors, such as Producer Manufacturing (97.8%), Finance (94.6%), and Technology Services (92.5%). Lower activity in winners like Communications (51.6%) implies steadier, conviction-driven buying. High-volatility sectors like Retail Trade (88.2%), where elevated trading is already jumpy amongst deep value investors, tariffs hitting consumer goods could trigger even more instability within the sector.

Sector Diversification & Implied Value

Most sectors showed a negative diversification with deep value investors (indicating a higher concentration among a few holders, and investors maintaining more liquidity). With only three positives: Finance (5.6%), Technology Services (1.7%), and Process Industries (0.4%). Lowest were Consumer Non-Durables (-8.7%), Consumer Durables (-7.6%), and Retail Trade (-4.5%). Lower diversification in outflow-heavy sectors like Technology Services could amplify deep value investors sentiment to the downside, while Finance’s high diversification offers a buffer during high levels of volatility and uncertainty.

Conclusion

With political uncertainty weighing heavily on investors’ minds, institutional capital clearly leaned into sectors offering defensive growth and contrarian opportunity. Health Services emerged as a standout beneficiary, not merely due to favorable stock selection but because it aligned with deep value investors’ broader goal: to uncover temporarily depressed, misunderstood, or structurally undervalued assets that offer return potential.

The strategic overweight in health services stocks, specifically in companies like CVS and Cigna, underscores this conviction. Investors collective interest in CVS encapsulates deep value behavior: buying into fear, anticipating recovery. Cigna, too, illustrates a value-aligned thesis centered not just on recovery, but operational relevance. These stocks weren’t merely ‘cheap’; they were strategically resilient, less sensitive to geopolitical shocks like tariffs, and positioned for normalized earnings rebounds in 2025.

In contrast, sector outflows in Technology Services and Producer Manufacturing reveal the flip side of this rotation. Technology, once favored for growth, faced valuation compression and earnings-related disappointment (e.g., Alphabet), making it less attractive to value-driven allocators. Despite consensus expectations being met, underperformance in key segments like Google Cloud triggered reassessments and partial exits. This suggests that for deep value investors, valuation alone is not sufficient, companies must also exhibit short- to mid-term operational catalysts or margin of safety in times of volatility.

The larger takeaway: deep value investors in Q1 2025 demonstrated an active rotation strategy, exiting richly valued or high-volatile sectors like Technology and Manufacturing, while embracing sectors perceived as both oversold and politically insulated. High activity in Finance and Retail suggests anticipation of volatility, but the conviction buying in Health Services, along with low diversification plays, marks a targeted move toward sectors with tangible recovery paths.

This behavior affirms that deep value is not passive or reactive, it is forward-looking and willing to withstand short-term volatility in pursuit of long-term gains. As regulatory visibility improves and regulatory uncertainty stabilizes, many of these 2024-depressed health stocks may continue to serve as core holdings, reflecting the discipline and patience that define deep value capital allocation.

With investors turning to unique ways to uncover stocks that will flourish in these uncertain times, Alliance can assist Investor Relations professional in crafting the proper message while also identifying which investor portfolios your stock is best aligned. Alliance offers dedicated institutional targeting specialists with proprietary algorithms that can maximize engagement efforts and reduce the ‘courtship’ period of cultivating new shareholders.

In the second half of 2024, there was a pronounced spike in the number of activist investing campaigns which took place in the UK with over 50 companies publicly targeted across the year, a rise of 30% vs the previous year as activist activity reached its highest levels since 2019. This continued into 2025 with some of the largest FTSE companies facing activists demands and despite tariffs provoking market volatility, the UK remains ripe for opportunity with activist activity expected to remain elevated for the foreseeable future as it experiences a new wave of shareholder activism.

For the best part of a decade prior to the pandemic, there was a gradual crescendo in UK activism with over 130 companies facing public demands from activist investors in a two-year period between 2018 and 2019. The UK was consistently the second busiest market (behind the US) for activism and frequently accounted for more than 50% of the campaigns across the whole of Europe.

However, while activism has quickly bounced back in North America over the past couple of years with activity recovering to pre-pandemic levels, activism campaigns in Europe have remained depressed with UK activity remaining especially low post Brexit. Activism activity in Asia has now surpassed European levels with Japan replacing the UK as the ‘hot’ market for activist investors outside of the US.

Macroeconomic factors have largely been responsible for this with geopolitical uncertainty, the global energy crisis, high interest rates and inflation being felt more keenly in Europe than on other continents. US investors, who had been driving the majority of activism in the UK previously, turned their attention back home to focus on unlocking value within the newly shaped US corporate landscape which the pandemic had created. Additionally, governance reforms in Japan and Korea alongside attractive balance sheets with value waiting to be unlocked also saw US investors turn their attentions further east.

However, with a price to earnings ratio averaging 50% lower than their US counterparts, UK stocks remain cheap which is attracting US investors back to the UK. Prominent US activists, Elliott Management (BP), Trian Partners (Rentokil), Third Point (Soho House) and Engine Capital (Smiths Group) all ran public campaigns in the past 9 months. The common theme has been to push UK companies to look at divestitures and/or sales given the favorable conditions for take private deals and the desire for activists to streamline businesses so that they can become more efficient and profitable as they focus on long-term growth. Similarly, asking companies to move their listings to the US or another jurisdiction is an increasingly popular demand with Third Point allegedly having engaged with a number of large FTSE companies encouraging them to relocate from London to New York in order to bring valuation multiples in line with industry peers. In the case of Rio Tinto, Palliser Capital argued that unifying the company’s DLC structure would unlock significant shareholder value and ensure better alignment between the global mining giant’s workforce and operational focus should it move its primary listing to Australia.

In addition to Palliser, other ‘homegrown’ activists have also returned to the fore with Harwood Capital, Gresham House, Gatemore, Metage and Sparta Capital all particularly active in 2024. Furthermore, several new activist hedge funds have been established in London, notably Finch Bay Capital which was founded by Elliott and ValueAct alumni Leo Markel and Daniel Urdaneta, alongside Spur Value Partners whose principal, Til Hufnagel, recently left Petrus Advisers to start his own fund.

In the UK investment trust sector, Saba Capital took the unprecedented step of requisitioning EGMs at seven different companies at once in order to put pressure on funds to narrow their NAV discounts and achieve higher returns. While this approach was notable for its aggression, there has been a broader trend of activists conducting more of their engagement in the public arena as they look to amplify their concerns to boards. There appears to be a collective frustration across not just shareholder bases but other key stakeholder groups when it comes to the performance of not just individual companies but the UK capital market as a whole, with a strong desire to see changes made in order to reverse the post-Brexit decline. Activists appear to be tapping into this feeling by using stronger rhetoric as a way of putting companies under pressure, knowing that this is more likely to resonate with investors and other stakeholders, helping them win support given the appetite for change.

Several investors have mentioned that as the gap between the US and UK markets has widened over the past decade or so, there is currently a huge amount of unrealized value at UK companies, with ample opportunity to enact M&A or operation changes in order to boost shareholder returns. Prior to the pandemic, M&A demands frequently accounted for more than half of the activism campaigns in the UK and so if M&A picks up in the second half of 2025 as anticipated, there will be more opportunities for activists to both make and disrupt deals ensuring that activity levels remain high and maybe even surpass the previous highs we saw at the end of the last decade. Alliance Advisors ranked in the top five global activism practices in 2024 and remains well placed to help companies and investors both prepare for campaigns ahead of time and achieve success when the stakes are at their highest.

Introduction

Executive remuneration remains one of the most debated aspects of corporate governance globally. While the United States and the United Kingdom are developed, market-oriented economies with well-established corporate sectors, they differ significantly in how they approach executive pay. These differences are rooted in regulatory frameworks, governance philosophies, cultural expectations, and the broader socioeconomic landscape. We have written this paper based on ongoing discussions and debates with our Clients, colleagues and peers, trying to outline how our ecosystem handles executive remuneration practices, highlighting the implications on the US/UK divide when it comes to corporate strategy, investor relations, shareholder activism and long-term value creation.

Regulatory Frameworks

One of the most noticeable differences between the two countries lies in the regulatory oversight of executive remuneration.

In the United Kingdom, executive pay is governed by a combination of the UK Corporate Governance Code, the Companies Act 2006, and shareholder engagement standards set by entities such as the Investment Association. UK-listed companies must submit a binding vote on their remuneration policy every three years and an annual advisory vote on the implementation of the policy (the remuneration report). This structure ensures that shareholders have both strategic influence (on policy design) and operational oversight (on how pay was awarded).

By contrast, the United States follows a more flexible regulatory framework, primarily shaped by the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Public companies must conduct an annual “Say on Pay” vote, but it is advisory only. Boards are not legally bound to change pay practices even if a majority of shareholders vote against the proposal. Furthermore, there is no mandatory requirement to submit the entire remuneration policy for shareholder approval. Regulatory oversight is primarily enforced by the Securities and Exchange Commission (SEC), which focuses on disclosure and transparency rather than prescription.

Governance and Committee Structures

In both jurisdictions, remuneration committees—typically made up of independent non-executive directors—play a critical role in determining executive pay. However, the governance culture differs considerably.

The UK Corporate Governance Code places strong emphasis on board independence, transparency, and fairness. It mandates that remuneration committees consider workforce remuneration and conditions when setting executive pay. It also expects companies to disclose pay ratios (CEO-to-median employee) and justify remuneration decisions based on long-term company performance.

In contrast, US governance standards—guided by NYSE or Nasdaq listing requirements—also require board independence but place a heavier focus on performance incentives and shareholder returns. Although CEO pay ratio disclosures are now required under the SEC’s rules, there is less emphasis on internal equity or fairness relative to the broader workforce.

Structure of Executive Pay Packages

While both countries use a combination of base salary, annual bonus, and long-term incentives, the structure and scale of these packages differ markedly.

In the United States, executive compensation is generally higher in absolute terms, particularly among S&P 500 companies. A large portion of total pay often comes from stock options and performance shares, designed to align management interests with shareholder value. US CEOs may also receive retention bonuses, signing bonuses, and perks (e.g., personal use of corporate jets, security expenses) that are far less common in the UK.

The United Kingdom, especially among FTSE 100 firms, tends to emphasize long-term incentive plans (LTIPs) that vest over three to five years. There is also a growing trend toward simplification of pay structures, moving away from complex, multi-scheme plans toward more transparent arrangements. Moreover, UK companies often have shareholding requirements for executives, requiring them to hold a multiple of their salary in shares for a certain period even after leaving the company.

Shareholder Activism and Say-on-Pay Votes

Another significant governance trend is the rise of shareholder activism in the US and UK. Institutional investors, particularly those under stewardship codes, whether they be regionally or global, have become more vocal about executive pay.

The binding nature of UK votes on remuneration policy gives shareholders significant power over how executives are paid. Shareholder revolts are not uncommon, especially when pay increases are awarded despite weak financial performance or when bonus criteria are considered too lenient. Public backlash and media scrutiny often lead to remuneration policy revisions or leadership changes.

In contrast, US shareholders have less formal power despite active engagement. Even when say-on-pay votes receive majority opposition, boards are under no obligation to amend pay packages. However, investor pressure from large institutional shareholders such as BlackRock, Vanguard, and ISS has led to some voluntary reforms, particularly around clawback provisions and performance metric disclosure.

Cultural Attitudes Toward Pay and Inequality

Cultural and societal attitudes toward pay differ significantly between the two nations.

In the UK, there is a stronger emphasis on moderation, fairness, and social responsibility. Excessive CEO pay is often seen as a reputational risk and a sign of poor governance. The UK’s approach reflects broader European values around equity and stakeholder capitalism.

Conversely, in the US, high executive compensation is more widely accepted, often viewed as a reward for success and innovation. The broader American business culture is more individualistic and tolerant of income disparity, particularly when tied to corporate performance. This cultural difference is reflected in the much higher CEO-to-median employee pay ratios in the US, often exceeding 300:1 in large firms, compared to roughly 100:1 in the UK.

Inclusion of ESG and Non-Financial Metrics

A recent area of divergence is the integration of Environmental, Social, and Governance (ESG) metrics into executive remuneration.

The UK has taken a proactive approach, with over half of FTSE 100 companies incorporating ESG factors into their incentive schemes. These include targets related to carbon reduction, diversity, and employee engagement. Regulators and investors in the UK increasingly expect ESG to be material, measurable, and linked to long-term business strategy.

In the US, ESG-linked compensation is growing but remains more controversial and politically polarised. Some investors support its inclusion, while others—especially in certain states—oppose it on the grounds of overreach or ideological bias. As a result, uptake is slower and varies significantly by sector and region.

Clawback and Risk Management

The UK has established malus and clawback provisions as standard in executive contracts, particularly in financial services. These provisions allow companies to reduce or reclaim bonuses and LTIP awards in cases of misconduct, restatements, or risk failure. Companies are also expected to disclose how and when such provisions are applied.

In the US, clawback policies have historically been weaker but are now strengthening. The SEC’s 2023 Clawback Rule mandates that companies recover incentive-based compensation if it was awarded based on financial statements that are later restated. However, practical enforcement remains inconsistent.

Conclusion

While both the UK and the US share a commitment to aligning executive pay with performance, their approaches differ fundamentally. The UK adopts a more structured, stakeholder-oriented model, with binding shareholder votes and broader social accountability. The US, by contrast, emphasises flexibility, high-powered incentives, and shareholder returns within a more market-driven framework.

These differences are not merely technical—they reflect divergent cultural, legal, and governance traditions. As global investors and regulators push for greater alignment between pay, performance, and purpose, understanding these contrasts becomes essential for boards, investors, and executives navigating international business.

Through the first quarter of 2025, the S&P Composite 1500 / Energy Index has reached heights only achieved twice (in 2008 and 2014), leading investors to believe that valuations of the Energy sector have pushed into over-valued territory. The S&P Energy Select Sector Index has similarly reached heights only broached twice before and so far this year, energy stocks lead all S&P 500 sectors. Understanding what has underpinned this performance helps explain the drivers of smart-money sentiment. While prices were relatively flat for all but one of the key energy products in 2025’s first quarter, only natural gas prices that have risen, rallying nearly 25%.¹ Since hitting $80 a barrel on January 15, West Texas Intermediate crude oil has fallen by nearly 30%, hitting sub $57 just recently. This scenario played nicely into the broader market sentiment that saw many factors create a “risk-off” environment, prompting a rotation out of growth-oriented sectors into more defensive and/or value-focused areas.

With this backdrop in mind, Alliance Advisors conducted shareholder analysis to see which investors were buttressing the sector’s performance. We reviewed mutual fund holdings within our innovative investor intelligence platform, Invictus®, to understand which mutual funds were the most bullish supporters of the Energy Minerals sector, and the results proved interesting. Our initial screen was for actively managed mutual funds based in the United States that have been increasing their exposure to Energy Minerals sector stocks by more than $5 million. We then filtered out any funds that did not hold at least five (5) Energy Minerals sector stocks so as to remove any anomalous outliers. When sorting this list by the percentage of purchased to owned investments, a clear trend emerged. The most bullish funds in the Energy Minerals sector were not industry funds (Oil, Gas, Commodities, etc), but rather Value focused funds followed by Global funds. Leading the list was the Allspring Large Company Value Fund managed by Ryan Brown and Harin de Silva. Underpinning the fund’s sector investment theme was a rotation into mega cap names (ConocoPhillips, EOG Resources, and Exxon Mobil) at the expense of mid- and large-cap names (Ovintiv, National Fuel Gas, and Diamondback Energy).

Similarly, the Avantis US Large Cap Value Fund managed by Eli Salzmann and David Levine, the second largest percentage increase in the sector, was also seen rotating into meg cap sector names (Chevron, Exxon Mobil, ConocoPhillips and EOG Resources) at the expense of smaller capitalization companies (HF Sinclair, PBF Energy, Civitas Resources, SM Energy, and APA Corporation). Helping Chevron during this period was the US President weighing a plan to extend Chevron’s license to pump oil in Venezuela, as per Reuters.

The Neuberger Berman Large Cap Value Fund, the third largest increase with a dedicated value focus, seemed to apply a comparable approach by heavily increasing exposure to EOG Resources and Chevron, though instead of sourcing capital from smaller market capitalization companies chose to rotate within the mega cap space by reducing exposure to Exxon Mobil and Phillips 66. In the fund’s April commentary, fund manager David Levine wrote, “From a sector allocation standpoint, the Fund benefited from an overweight positioning in energy and an underweight positioning in information technology”.

In shifting to the Global funds, the most bullish fund was the BlackRock Advantage International Fund managed by Raffaele Savi, Kevin Franklin and Richard Mathieson. This fund mirrored the earlier trends of increasing exposure to mega cap names, though those outside of the United States (Shell PLC, Equinor ASA, and TotalEnergies SE), each within the Integrated Oil industry. When highlighting the contributing factors to performance, the fund’s most recently commentary stated,

Fundamental quality measures focused on sustainability of earnings and penalizing companies with high wage pressures were the top contributors… Collectively, stock selection was strong across Europe through a preference for domestic financials and defense stocks over those reliant on global trade.

Another globally-focused fund exhibiting bullish sentiment in the Energy Minerals sector was the Kopernik Global All Cap Fund managed by Alissa Corcoran and Dave Iben. This fund made a rotation into North America with its three largest purchases in Canada’s MEG Energy, US-based Expand Energy and Range Resources. This trend follows in line with the fund’s driving principle that being an opportunistic portfolio will have a low correlation to other managers. The fund’s primary philosophy and process is designed to capitalize on market dislocations based on fear and greed.

The period for which these holdings analysis encompassed was historically unique, as the overarching influence on investor sentiment was the US President’s ever-changing tariff strategy. Crude benchmarks suffered from demand concerns related to these tariff concerns. After providing initial headwinds, a decision to pause tariffs on non-retaliatory nations for 90 days and lowered reciprocal tariffs to 10% provided some tailwinds. Also, tanker data had Russian, Iranian and Venezuelan crude exports all rebounding in March, despite US sanction threats.

For corporates looking to influence their shareholder constituents, Alliance’s team of market experts can help you understand shifting market dynamics to ensure your time is spent with the “right” shareholders instead of the traditional peer-focused investors.

¹ Energy Information Administration

With many Investor Relations professional seeking ways to uncover new investors, Alliance Advisors decided to focus on the Biotechnology industry for a bit of analysis. We reviewed mutual fund holdings within our innovative investor intelligence platform, Invictus®, to understand which mutual funds were the most bullish supporters of the Biotechnology industry. The first thing that jumped out to us was The Capital Group Companies’ fund family dominated the largest industry capital increases. Their funds accounted for the eight largest increase by dollar value in the Biotechnology industry, though their investments in the industry were very concentrated. The largest purchase was made by the American Funds Growth Fund of America managed by a team of 12 portfolio managers. Overall, the funds’ investment in the Healthcare sector ranks third, representing 14%, trailing only Information Technology (24.5%) and the Consumer Discretionary (15.7%) sectors. The management team commented about the fund’s quarterly performance, “Health care holdings sold off with biotech companies declining the most,” suggesting that they took the opportunity to buy into the weakness. All told, the fund increased exposure to Biotechnology by 84%.

The fund with the largest holding of Biotechnology stocks was the American Funds Insurance Series – Growth Fund, holding 6 in all. The fund’s management team was most bullish on Illumina, accumulating 1.29 million shares to build its stake to 1.36 million shares. When delving deeper into this trend, the primary driver of the firm-wide exposure increase to Biotech stocks was its affinity for Amgen, which accounted for the largest purchase in four of the eight, followed by Illumina representing the largest purchase in three of the eight.

We next looked at the funds with the largest percentage increase to Biotechnology stocks, and a different trend appeared. When focusing on funds with updated holdings through end of January, Fidelity emerged as a firm who had multiple funds (3) in rank among the top eight.

The Fidelity Growth Discovery Fund made the largest increase in industry investment, adding >15%, primarily driven by increased holdings of Moderna. Co-managers Asher Anolic and Jason Weiner commented that their bias toward stocks of companies that can grow earnings faster than the market detracted from the fund’s performance versus the benchmark for the past six months. Specifically, their decisions to overweight the health care sector and underweight consumer discretionary significantly hurt the fund’s relative result. Asher Anolic elaborated on the fund’s investments in the health care sector saying, “In 2024, we added to the fund’s stake in health care stocks, making it the largest sector overweight by a wide margin. Health care stocks had a bumpy stretch the past year, outshined by high-growth megatrends, especially AI, and held back by pandemic-related headwinds and policy uncertainty in an election year. Still, innovation continued, particularly among biotech companies, and the pullback among certain stocks in the sector provided us with opportunities to establish or increase holdings in some promising names at attractive prices.”

Asher is also a portfolio manager of the Fidelity VIP – Growth Portfolio as well as the Fidelity Advisor Equity Growth Fund which were the other two Fidelity funds increasing exposure to the Biotechnology industry. Of the later fund, Asher commented that at the end of 2024, health care was by far the biggest sector overweight. Instead of making macroeconomic calls, “we plan to remain focused on areas of the market that are driven by salient secular trends we think can lead to long-term growth, such as growth-oriented segments of the technology sector and innovative businesses in health care.” Among the10 funds Asher manages, Gilead Sciences and BioNTech are the largest biotechnology stock exposures.

Alliance Advisors help hundreds of companies with shareholder intelligence, ranging from proxy advice and governance analytics to shareholder identification and targeting. Our ability to identify investment trends within the institutional investment community enables our clients to efficiently and effectively prioritize which existing and potentially new shareholders to engage.

Alliance Advisors’ Investor Intelligence Group analyzed its mutual fund universe with a particular focus on those funds that have investments in the Financials sector as their largest allocation. What we found was that each of the 10 largest funds by AuM experienced capital inflows (attraction of investor dollars) ranging from a high of ~$625 million to a low of $26,000. The average capital inflows for the most recent 1-month period was $285 million. Further to the health of these funds, we analyzed the funds’ year-to-date (YTD) capital flows. All experienced YTD capital inflows except for the MFS International Equity Fund, which suffered outflows of $41 million.

Of the analyzed group, 50% of the funds are Value funds, while 40% of the funds were primarily focused on Large Cap stock, and another 40% focused on the Total Market basket of stocks. Only one fund had a smaller focus towards Mid Cap stocks. The Large Cap focused funds experienced the most bullish capital inflows, combining for over $1.4 billion of inflows over the past month (an average of $368 million per fund). The Mid Cap focused fund underperformed the rest of the group, attracting just $125 million over the same period.

Such strong capital flow trends suggest that their focus on the Financials sector is benefiting their performance which in turn is attracting more investors. To garner more insights, we turned to these funds directly to learn what positively impacted their investment strategy success, and more importantly what their outlooks were for the near term. The following are excerpts from published fund commentaries…

Putnam Large Cap Value Fund

Portfolio managers Lauren DeMore and Darren Jaroch commented, “While security selection had a positive impact on performance, sector allocation decisions detracted. The portfolio’s small cash balance benefited relative performance, given the challenging environment for the benchmark. From an individual stock perspective, top contributors were overweight positions in financials companies, including Apollo Asset Management, Capital One Financial, and Citigroup.”

As for their outlook, they believe “ongoing but moderating economic growth will be supportive of earnings growth, and hopefully this will be enough to offset a multiple contraction. Value stocks should benefit in the event of a broadening of the market. They also offer more supportive valuations in an environment of potential surprises.”

Fidelity Series Value Discovery Fund

Portfolio Manager Sean Gavin detailed, “Large-cap value stocks struggled the past three months, primarily reflecting a weak December, as investors focused on growth stocks and an investment backdrop that featured a sturdy U.S. economy, pro-growth policy hopes following the November elections, and the potential for artificial intelligence to drive transformative change. Overall, the U.S. economy remained sturdy as investors began to anticipate possible policy changes after the November elections and the potential for artificial intelligence to drive transformative change continued apace. The shift toward global monetary easing also gained steam.”

With respect to individual contributors, Gavin elaborated, “stock selection combined with an overweight in the financial sector added value. Overweights in several bank stocks – Wells Fargo (+25%), JPMorgan Chase (+14%) and Bank of America (+11%) – further contributed. Banks were beneficiaries of improved investor sentiment in Q4, reflecting the market’s perception that banks and other financial firms will enjoy a favorable environment under the income U.S. administration.”

Fidelity Value Fund

Lead Portfolio Manager Matt Friedman says “the fund was positioned in the stocks of companies with a historically lower price-to-earnings ratio and higher free-cash-flow yield than the benchmark. Stock selection and industry positioning each dragged on the fund’s performance versus the benchmark this period. Choices in consumer discretionary, industrials and financials hurt, as did stock picks and an overweight in the lagging energy sector.”

Matt says the managers have become “a bit more cautious than usual, given current market valuations.” They have exited several stock positions due to lower free-cash-flow yields than they like to see, while they believe many stocks with a higher FCF yield appear risky. Still, Matt says he is “finding value in the energy and materials sectors, two areas of the market that have not appreciated as much as others in the recent cyclical stock rally.”

Eaton Vance Atlanta Capital SMID-Cap Fund

The fund management team of Jeffrey Wilson, Matthew Hereford and Charles Reed commented, “Stock selection was most positive in consumer discretionary and materials during the quarter. At the industry level, good stock selection in IT services and in chemicals was notable. From an allocation standpoint, the largest contributions to the Fund’s relative performance came from an underweight to health care and an overweight to financials.”

As for investment outlook and fund positioning, they elaborated, “With current stock valuations being fair to full, it is likely that forward market returns are going to be largely driven by earnings. Potential drivers for positive earnings growth could come from lower interest rates, continued reshoring activity in the U.S., a reduced regulatory and tax environment, and the continuation of an economic ‘soft landing.’ Potential negatives to earnings growth and stock valuations likely center on
lingering inflationary pressures and higher-than-expected interest rates. With so much uncertainty, we continue to focus the portfolio on high quality companies that should protect in volatile periods and perform well in rising markets.”

The theme from those funds we analyzed is that there is no theme. For some funds, their overweight exposure to the Financial sector was a contributor to their performance, while for others, alpha was generated from different industry investments.

A shift in the shareholder meeting arena has occurred, and it has taken most corporations by surprise.  If your company has recently experienced a short-notice cancellation of a meeting with a top-tier index investor, do not take it personally, as you are not alone.  Last week, Alliance Advisors noted that across its diverse client base, a trend emerged whereby BlackRock called off scheduled engagement meetings.  The move was cited as a reaction to the Securities and Exchange Commission’s walking back guidance that had allowed big index-fund investors to push influence on ESG-related topics with corporates.

In the past, BlackRock shared how they intended to use their sizeable positions in nearly every company to start discussing ESG concerns so as to minimize risk within their ever-growing portfolio. In an investor letter back in 2020, BlackRock stated that as a fiduciary to its clients, BlackRock believed it has an obligation to consider the impact of ESG issues in its investing. It went on to state, “Our investment conviction is that sustainability- and climate-integrated portfolios can provide better risk-adjusted returns to investors. And with the impact of sustainability on investment returns increasing, we believe that sustainable investing is the strongest foundation for client portfolios going forward.” Around this time, BlackRock made a commitment to use voting power to compel companies to enhance their ESG reporting.  This might all now change.

This change by the SEC is primarily impacting the top-tier index investors.  Over the years, as index investing grew in popularity, so too did their coffers.  According to Investor’s Business Daily, Vanguard became the #1 owner of 330 stocks in the S&P 500 back in 2022. Further research indicated BlackRock was a remote second-top owner, ranking as the No. 1 investor in just 38 S&P 500 companies. ^1. Now, even if these indexers are not the #1 holder in other portfolio companies, they tend to hold over 5% regardless.  As such, the likes of Vanguard, BlackRock, and State Street are among the most frequent filers of 13G filings with the SEC.  This category of filing lies at the heart of this new guidance.

Since these passive investors were so heavily exposed to such a large swath of the S&P 500 and had little to no investment discretion over those holdings, a decision was made that leveraging their immense voting power provided a lever they had not possessed in the past – the influence of corporate strategy.  This is now called into question. As a refresher, when beneficial ownership of more than five percent of a voting class of a company’s equity securities registered under the Securities Exchange Act is accumulated, the person/entity is required to file a Schedule 13D with the SEC. Depending upon the facts and circumstances, the person/entity may be eligible to file the more abbreviated Schedule 13G in lieu of Schedule 13D. Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.  The latest move by the SEC focuses on the 13G requirement of the investor as having no intention of influencing control of the issuer.

At the heart of the matter, here is what seems to be causing this pause of investor engagement…

Question 103.12

Question: Under what circumstances would a shareholder’s engagement with an issuer’s management on a particular topic cause the shareholder to hold the subject securities with a disqualifying “purpose or effect of changing or influencing control of the issuer” and, pursuant to Rule 13d-1(e), lose its eligibility to report on Schedule 13G?

Answer: The determination of whether a shareholder acquired or is holding the subject securities with the purpose or effect of “changing or influencing” control of the issuer is based on all the relevant facts and circumstances and will be informed by the meaning of “control” as defined in Exchange Act Rule 12b-2.

The subject matter of the shareholder’s engagement with the issuer’s management may be dispositive in making this determination. For example, Schedule 13G would be unavailable if a shareholder engages with the issuer’s management to specifically call for the sale of the issuer or a significant amount of the issuer’s assets, the restructuring of the issuer, or the election of director nominees other than the issuer’s nominees.

In addition to the subject matter of the engagement, the context in which the engagement occurs is also highly relevant in determining whether the shareholder is holding the subject securities with a disqualifying purpose or effect of “influencing” control of the issuer. Generally, a shareholder who discusses with management its views on a particular topic and how its views may inform its voting decisions, without more, would not be disqualified from reporting on a Schedule 13G. A shareholder who goes beyond such a discussion, however, and exerts pressure on management to implement specific measures or changes to a policy may be “influencing” control over the issuer. For example, Schedule 13G may be unavailable to a shareholder who:

• recommends that the issuer remove its staggered board, switch to a majority voting standard in uncontested director elections, eliminate its poison pill plan, change its executive compensation practices, or undertake specific actions on a social, environmental, or political policy and, as a means of pressuring the issuer to adopt the recommendation, explicitly or implicitly conditions its support of one or more of the issuer’s director nominees at the next director election on the issuer’s adoption of its recommendation; or
• discusses with management its voting policy on a particular topic and how the issuer fails to meet the shareholder’s expectations on such topic, and, to apply pressure on management, states or implies during any such discussions that it will not support one or more of the issuer’s director nominees at the next director election unless management makes changes to align with the shareholder’s expectations.²

So what does this mean for corporates?  Well, a couple of things come to mind.  Firstly, I have heard while attending past Vanguard & BlackRock conference presentations that these indexers tend to request meetings with only those corporates with whom they either have issues respective to their ESG strategies or were keen to gather more insights into potentially concerning areas.  These indexers liked to say that if a corporation did not hear from them, consider it lucky, as that means these indexers had no issues with the corporate strategy.  So, if one of these index investors has requested a meeting with our company but uncharacteristically asked to postpone/cancel that meeting, then you might just have more time to consider what was at issue with these investors, facing less pressure to address it on terms other than your management’s. Secondly, should these investors wish to continue engaging corporates in hopes of affecting changes to their ESG-related strategies, their 13G status would look to change, requiring them to file 13D, which is a more onerous filing requirement.

At Alliance Advisors help companies stay engaged with their shareholders year-round, not just ahead of annual meetings, or even just after quarterly results.  Alliance Advisors is uniquely positioned to help companies across all market capitalizations, industries, and sectors to understand shareholder activity (buying/selling) as well as keep investors attuned to the critical messaging about your company’s corporate strategy.

¹ – https://www.investors.com/etfs-and-funds/sectors/sp500-one-investor-is-the-largest-owner-of-two-thirds-of-u-s-companies/

² – https://www.sec.gov/rules-regulations/staff-guidance/compliance-disclosure-interpretations/exchange-act-sections-13d-13g-regulation-13d-g-beneficial-ownership-reporting