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Business Pants Oct 18, 2024

FRIDAY WRAP: CVS’s board coup, Zuck’s firing spree, and “social independence” board fines

Discussed in this episode

Show Notes

Introduction LIVE from your ESG USB-C DIY LOL DEI Vape Pen, it’s a Business Pants Friday Show here at October 18th Studios, featuring all of your favorites: AnalystHole Matt Moscardi! On today’s weekly wrap up: Meta employees have acne but don’t call CVS’s Karen Lynch, meth-flavored TikTok, 3-headed CEOs, and even one-headed CEOs named Jamie that love to talk Our show today is being sponsored by Free Float Analytics, the only platform measuring board power, connections, and performance for FREE. Story of the Week (DR): CVS ousts CEO Karen Lynch , names Caremark head as new chief DR MM CVS Health Corp. named David Joyner as its new chief executive officer, ending a tumultuous tenure for current CEO Karen Lynch at the pharmacy giant. Longtime executive Joyner, 60, took over Thursday, according to a Friday release. The move comes after the company repeatedly missed earnings targets, setting off unrest among shareholders that spilled into public view in recent weeks. Last month, major CVS shareholder Glenview Capital began a significant push for changes at the company, CNBC previously reported. CNBC reported last month that CVS’ board had engaged strategic advisors to weigh its options, including the potential of a breakup of its insurance and retail businesses. Joyner most recently oversaw the company’s pharmacy services business as president of CVS Caremark, a similar position to the one Lynch held before she assumed the top job in February 2021. He began his career at Aetna in pharmacy benefit services and previously held the role of executive vice president of sales and marketing at CVS Health. “We believe David and his deep understanding of our integrated business can help us more directly address the challenges our industry faces, more rapidly advance the operational improvements our company requires, and fully realize the value we can uniquely create,” Chairman Roger Farah said in a statement. Lynch also stepped down from the company’s board of directors this week, the company said Friday. Joyner will take a seat on the board, and Farah will assume the role of executive chairman. FFA: Karen Lynch (16%) vs. Roger Farah (16%) Meta fires staff for abusing $25 meal credits Meta recently fired some employees for misusing a Grubhub meal perk. Roughly two dozen employees were terminated for abusing the company's meal credit system. The Grubhub perk is intended to support employees who work at locations where free meals aren't provided by a cafeteria or when employees work late and need food delivered to the office. Instead of purchasing meals, some Meta employees used the $25 credit to order other items, including laundry detergent, wine glasses, and acne pads, the person familiar with the situation said. The roughly two dozen staff were fired for a repeated pattern of misuse Amazon invests in nuclear energy , hot on the heels of Google and Microsoft Big Tech continues to go nuclear as the artificial-intelligence boom drives energy demand to new heights. Amazon announced on Wednesday that it's anchoring a $500 million investment for X-energy to develop small, advanced modular nuclear reactors, which would provide carbon-free power for some of its data centers. Microsoft last month helped advance a plan to reopen the Three Mile Island plant, the site of one of the worst nuclear disasters in US history, and Google on Monday announced a partnership in small-modular-reactor tech with Kairos Power. A Sam Altman -backed nuclear power stock soared 150% in a month Paramount Will Allow Its 3 Co-CEOs to Resign and Receive Severance If They Are Demoted With Paramount Global poised to be taken over by Skydance Media in 2025, the three execs running Paramount as co-CEOs — George Cheeks, Chris McCarthy and Brian Robbins — now have an additional provision in their employment agreements that will let them quit and receive severance benefits if they are demoted from their co-CEO roles. In addition, Cheeks, McCarthy and Robbins were each awarded grants of $3 million worth of restricted share units Prior to securing the deal with Skydance, Paramount dismissed former CEO Bob Bakish and formed the three-member Office of the CEO effective as of May 1 comprising: George Cheeks, president and CEO of CBS; Chris McCarthy, president and CEO, Showtime/MTV Entertainment Studios and Paramount Media Networks; and Brian Robbins, president and CEO of Paramount Pictures and Nickelodeon. guaranteed severance payments equivalent to two times their annual base salary plus twice their annual target bonus amount, among other benefits For Bob Bakish last year that severance would have amounted to nearly $50M The change in compensation comes at a time when Paramount is aiming to reduce annual costs by $500 million ahead of its merger with Skydance Media. As part of these cost-cutting measures, Paramount started job cuts in August and plans to lay off 15% of its U.S.-based workforce in three phases by the end of the year." US judge orders Boeing , DOJ to detail diversity policy before deciding on plea A federal judge on Tuesday ordered Boeing and the U.S. Justice Department to detail the impact of diversity and inclusion policies on the selection of an independent monitor before he decides whether to accept the planemaker's plea deal. While ordering DOJ and Boeing to respond to a series of questions about the diversity and inclusion policy and how it might affect the selection of an independent monitor, he also pointed out that it was not a disputed facet of the plea agreement. "Critically, Boeing did not voice any objection to this provision," the judge said in his order. O'Connor also wants the planemaker to detail how its existing diversity, equity and inclusion policies "are used in its current compliance and ethics efforts." U.S. District Judge Reed O'Connor held a hearing Friday as he considers whether to approve Boeing's agreement to plead guilty to conspiring to defraud regulators. The deal would include oversight for three years by an independent monitor. Reed Charles is a United States district judge of the United States District Court for the Northern District of Texas. O'Connor has become a "go-to" favorite for conservative lawyers, as he reliably rules against Democratic policies and for Republican policies. Elon Musk is bringing lawsuits to Texas. A judge with Tesla stock keeps hearing them Billionaire Elon Musk seems to have found a new favorite federal judge: Reed O’Connor in Fort Worth, Texas. Musk’s social media company X has filed two major lawsuits against groups he sees as antagonists, and O’Connor is presiding over both of them, even though none of the parties is based in Texas. So far, O’Connor has delivered stunningly pro-Musk decisions, which have gained widespread attention. What has garnered less attention: O’Connor’s investment in Tesla, between “$15,001 and $50,000” of Tesla stock, according to his most recent publicly available financial disclosure filing. The order is the latest hurdle Boeing faces to avoid a potentially embarrassing trial and plead guilty to misleading the Federal Aviation Administration and violating a 2021 deferred prosecution agreement. Assholiest of the Week (MM): SEC charge hinges on director’s lack of ‘social independence’ DR MM You’re kidding SEC - on average, 20% of every US large cap board is connected inside two degrees JUST FROM OTHER BOARDS We just covered Parker Hannifin on our show Proxy Countdown and found that 100% of the board worked within 250 miles of one another, and 40% of them were from Ohio! Where are the regulations on this? If you’re policing social independence, barring directors from future directorships, just because it wasn’t disclosed - NONE OF THEM ARE DISCLOSED! It can’t be that a former employee of the company like Leslie Kilgore on the Netflix board, who worked under Reed Hastings AT NETFLIX from 2000-2012, can NOW be considered “independent” on a board… WITH FOUNDER REED HASTINGS… and not have a lack of “social independence”? Digital tobacco TikTok knew its algorithm harmed kids, accidentally revealed internal documents show 14 states are suing TikTok 35 minutes from starting use of the app to addiction - that’s faster than meth where dependency can take days to weeks Meta must face US state lawsuits over teen social media addiction VOTE EVERY DIRECTOR ON A DIGITAL TOBACCO COMPANY BOARD OUT OF EVERY OTHER BOARD THEY SIT ON There are 40 directors of Alphabet, Meta, Snap, and Pinterest Those directors have 72 directorships There are 22 of them that have directorships on other boards Eliminate OTHER dual class asshole companies, and you have 15 directors to vote out - stop selling digital tobacco or you lose your job United Airlines (NASDAQ:UAL) Board of Directors Approves Share Buyback Program Four years ago we bailed out the airlines after UA posted a 6bn loss followed by a 1bn loss The last year net income declined 15% to less than 1bn The highest TSR performer on the board that approved this has a history of .488 batting average - meaning they are below average of .500 - and they are the HIGHEST ON THE BOARD Of the 13 bloated board members, two have earnings batting averages above .500 - the rest are all below .350! This is one of the worst performing, most interconnected boards in America - and they are spending over $1bn they don’t have to grease the palms of investors You can send thank you notes to Vanguard (14% of shares) and Primecap (9% of shares) when they stop serving you hot food and force you to sit in an overhead bin Goodliest of the Week (MM/DR): DR: Teen tobacco use falls to 25-year low as fewer pick up e-cigarettes DR: Union petitions skyrocket under Biden, doubling for the first time in 50 years MM: Supreme Court Allows E.P.A. to Limit Power Plant Emissions MM: JPMorgan’s Dimon Says Economy ‘Remains Resilient’ Headliniest of the Week DR: JPMorgan CEO Jamie Dimon Says We Shouldn't Put Our Heads In The Sand, 'We Have To Find A Better Way To Help The People Who Get Hurt By AI' Jamie Dimon suggests he'll remain at JPMorgan for a very long time: "I intend to be doing what I'm doing — I almost guarantee I'll be doing this — for a long period of time, or at least until the board kicks me out" MM: JPMorgan CEO Dimon says cash is very valuable when the future looks ‘treacherous’ Who Won the Week? DR: 3-headed CEOs MM: The Shareholder Primacy podcast with Mike Levin and Ann Lipton - Activist Investors Are Podcasters Now Predictions DR: Disney’s post-Iger succession planning is to replace him with six-headed CEO: Chadwick "Chaz" Van Buren III – The overly confident CEO who insists on golfing metaphors during board meetings. Reginald P. Throckmorton – Always talking about the "good old days" and using phrases like "back in my day." Wellington "Wells" Haverford – A CEO who embodies the old-school, silver-haired corporate type with a massive corner office. Bartholomew J. Wainscott – A pompous executive with a fondness for outdated business jargon like "synergy" and "paradigm shift." Milton C. Kensington – Known for his oversized suits, outdated tech skills, and resistance to change. Horace F. Farnsworth – The CEO who refuses to retire, always seen with suspenders and a comb-over. MM: Kids start playing a new game called “Jamie Says” in which a kid says something louder and louder and everyone else called “the reporters”, writes them down furiously

Transcript

All right, come on. There, it's there. Feels good feeling it. It's not killing my ears live. from your ESG USBC DIY, LOL. Dei vape pen. It's a business pants Friday, show here, October, 18th Studios, featuring all of your favorites. That's right. All of them. Analyst whole mattress, cardi, you're everybody. Yeah. Did you just list all the things that you don't understand that? Young people, talk about today's weekly wrap up, meta employees have acne. But don't call CVS's. Karen Lynch. It's Not Gonna help you meth flavored tiktok. Three-headed CEOs. And even though one headed CEO named Jamie that loves to talk. That's what we're talking about. I do. Yeah, there's a lot of talk show today is being sponsored by free flow analytics.com. The only platform measuring board power connections and performance for free. In fact, Yeah, the first story about CVS CEO Karen Lynch. I actually, the first thing I did was I went to A free full analytics.com. I looked at CVS I looked at the board to do. I looked at some of the newer hires I looked at their influence like and nothing to do with the fact that I work for the company. It's just it is this the first place I go? I mean that's that's that's beside the point, right? No, I need but I need to know this information to talk about it but I'm just saying it is the it's the best and easiest place to go to to get quick information about board board power board. Performance, you're not going to get anywhere else. Relevant in the CVS case is relevant, because there's not a CEO there, like see the music, take a civil, my giant iced coffee. So, every Friday is when we run these shows early, I have this compulsion to wake up early and make sure I cover all the headlines from the night before, because I'm always convinced, I'm going to our fans, I'm always gonna miss something important. And in that one, Person to listen to us and be like, how do they not know that Steve Jobs died? What is wrong with these people? Right? Yeah. And of course, nothing ever happened to put this morning Something happened, the CEO of one of the most, you know, one of the most biggest names in the world, CVS stepped down, while she was pushed out CEO Carolyn? Yeah, let's be clear. So it's over the the, the run, the the glass Cliff drugstore CEO run, that we're excited about happening in 2021. We're Roz Brewer and Carroll Lynch were both appointed. Both hired it's over, they were, they were giving an average of less than three years to accomplish their long-term goals. What I mean, we, I mean, we knew this right? We knew that women. First of all, Fortune, 500 companies don't hire women in the first place, but they certainly don't last if there's any kind of a problem, any issue, some, you know, profits are off point. Zero, one person, whatever it is, they're done, there's always a man lurking. There's always someone waiting in this case, sounds creepy. In this case, it sounds like it's a combination of two. And lurking. First there was there was bored. Shovel lurker board chair. Roger Farrar. Who according to our data actually had the same amount of influence on the board as CEO, Carol Lynch, which is unusual, right? Always, suspect, always suspect. And then there was a guy named David Joyner who has, who, who had the job that Karen had before she was hired at CVS, so they were both waiting. So David Joyner, takes over his new CEO and Roger for raw, who was the chair? Actually got promoted. He's now the executive chairs. So you wonder if Roger was kind of waiting on this one, right? He suddenly is getting paid a lot to do the same job, so same job. Yeah, the question has to be once something like this happens. We like to say like it's because like the headlines suggest because the rocky tenure of Karen Lynch or the tumultuous path, you know, like like but it does seem like a social coup. Doesn't it? When like the two guys who won guy, who was the CEO, the other guy who's 71 has been there since 2018 and is the independent chair of the board. When those two guys, all the sudden re Elevate themselves to be the heads of the board and the company, isn't that just a social coup that doesn't have to do with performance? Because CVS has had shit performance for like a decade. It's not exactly like everyone's writing home to their mother talking about their CVS stocking. But what we got to go beyond that two, though, this is an industry, wide problem, Walgreens, I mean definitely they're they're biggest competitor a very similar footprint, right? I mean, my city, it's either Walgreens or CVS day, two, Or struggling. Same struggles, exact same struggles. They're they're thinking about closing stores. Remember, and Rite Aid, of course, struggled so much that Walgreens ended up buying them. I mean, this is, this is not just a Carroll Lynch CVS problem. Know, Karen Lynch isn't the one who like bought the failing health insurance program that they that they have Karen Lynch? Isn't the one that like half of the things aren't actually on Karen Lynch? Their long-term things that have been a problem in a declining industry and we were talking in pre-production about how going into a CVS or a Walgreens, is sort of like, like walking into like a, what, a dirty alley under I-95. It depends, it does not it up here, at least it depends on the neighborhood. If it's a, if it's a neighborhood with a high proper property tax, right? It's gonna be clean, if it's not, they don't care. You just saying, rich people. That's what I'm saying. Rich people. Yeah. But, but the last five years, the stock is down. It's down 4% in the last five years, and if you just look at like Karen Lynch's tenure, you're not exactly talking like it's her fault because she took over and it was, it was very slightly higher than it was today. She is not like, the reason why the stock is down, When you go even further back and you look at this stock, you're you're talking about a stock that hasn't outperformed since 2015, like it hasn't, it had a nice little run in the pandemic when everyone needed to get covid shots. That was cute. But how many pandemics does CVS need to actually be viable? I don't know. This does feel like a social crew, it feels like a clear case. Study of what happens. When you have a highly interconnected board, who chose a glass? Cliff CEO on purpose doesn't like the performance and they decide not investors necessarily but they decide that they're going to elevate themselves to run this company. Again, I mean I know there's data around this. I don't have it. I don't have available the second but it does. It does anecdotally feel like female CEOs just don't last as long know, am I wrong? I mean no you're not. I mean you're not wrong well we know that because they often get put in a position to run a company after the company has Which is an additional Bird. That's what additional burden, right? Because if you by becoming a glass Cliff CEO, the name of it implies that it's a disaster. You're not going to fix anyway, which means that they're that they're probably gonna pull the trigger on you early anyway, right? Like, because they're just right cluster, they don't know what to do. And and then a level of patience is zero zero patience. They know that the climate of of investors, unfortunately, in this company in this country is that if, if you get rid of a female CEO early, no one's gonna be upset, right? I mean, right now is going to be up. So again, Ross, Brewer and Karen Lynch, who, you know, we were both, we were excited about on this show for various reasons, three years ago now they're both gone. Both gone from their jobs. So talk about talk about I mean, they're barely even scratches long, like long-term, I got a long-term pay plan right. You know what I mean? Like, I don't even know. And anyway, all right, I don't move on. That's the first thing. The other know, that's how we're kicking off other stories, kind of pale in comparison, because I was struggling a bit until that story came along, but I'll just, I'll go, I'll go over the, this one made me laugh. Meta Meta platforms, fires staff for abusing 25 dollar meal credits. Now, this one was everywhere. I wasn't gonna pick it. I thought maybe this was like a Biz nugget to kind of story or just something silly, but it kind of was everywhere. So I felt like I wanted to pick it. So what was happening is that they were giving employees 25 dollar GrubHub perks, I guess they were for maybe, for people who needed food delivered to the office, maybe they were working late or the cafeteria is closed, I don't know. But the story is, is that they were there a repeated pattern of misuse because they were using them to buy things like laundry detergent, and act knee pads. So So Meta fired them. I don't know, I don't know what to say about this. It's just seems, it just seems Paddy that's all I do. You think they weren't it says, a repeater pattern repeated pattern of misuses? I suggest that they they said to them if you keep buying laundry detergent, we're going to fire you and they didn't listen and they kept doing it. Like, is that is that a daily meal credit? What is a daily? Yes, it's a daily meal credit. I think it depends. I actually think they had a breakfast credit, they had a lunch credit, you see, I I'm I'm confused about this in general because to me Uh, if you're getting a credit that kind of helps your life, right? Kind of just helps you survive as an employee, kind of helps your the, your health, in general, like whether it's mental or physical. Why does it matter how you're spending that credit? I don't really write. I mean, if you need cigarettes, if you need coffee, if you need a sandwich, like, what if it helps? You get your job done. I don't, and your job performance is fine. I don't really understand why it matters, but so in 2023, Zuckerberg, in afford, you can afford 25 dollar meal credits, he made the company made 135 billion dollars in 23, 23, and if my my back of the envelope, math is right here. There's 67,000 employees at at Zuckerberg Inc. 25 dollars a day, five days a week, 50 weeks, a year comes to about 420 million dollars, that they're spending 420 million dollars. Do you want to know what Mark Zuckerberg made last year on the dividend? He paid himself. Now that meta play pays a dividend. He made 730 million dollars in the year. Just on the dividend, he chose for himself. He went to the board and said, I want to pay a dividend. The board said it's your show. You do what you feel and he paid a dividend and that's how he got himself. A 730 Million Dollar Payday, whenever every single year, if he wants to raise the dividend, he wants to lower it. Like who's gonna yell? Yeah. He's just it's weird to me. I mean again to me the idea is to keep your workers happy. So I I worked in Paris France for a while and they gave us a meal. Voucher, a lunch, same thing, a meal credit, whatever. What I decided to do is four days out of the week. I had a very simple lunch like a yogurt and, you know, banana some very simple and cheap and then the fifth day, I would blow it out. I would take all my meal credits and get a really fancy meal, but who cares? Well, should I be fired for that? Say no. But I don't think the firings about the, okay? I actually think if you're going to like, pick on a 25 dollar meal credit as your like you have a choice, when you run a company to care about that shit or like draw hard lines around dumb shit or not, right? Like understanding humans are humans. I think this is a secret way to lay off employees. Okay. Right. That's the other story. They are in process of laying off employees. They have been for a little bit a little while now. So I think if you're meta if your mark and you want to reduce your staff but you don't want to make an announcement that you're laying off 2% or 1% like like say they lay they fire a thousand people based on meal credits right out of their 67,000. That's one and one and a half percent of the staff that you're firing for meal. Credit abuse. But it gives you a reason to not lay them, not off. You don't have to pay them Severance, you've gotta you've got a four call cause and you're cutting the cost of that 400. Let's say there was a thousand people who did that, you know, how much you you save because it's their salary is, I think the average salary there is like 220,000 dollars a year. So that's that's a couple, you know, you're talking about a couple 100 million on salary and benefits and everything else. Plus the meat, the milk cartons are nothing. I'm disappointed Marx, had a good run. He was like the he was the anti Elon Musk. He was getting I was getting good head. He I'm disappointing you mark. This is just a t-shirt that said, like, Mark or nothing. I didn't like it. I'm not saying he's not an asshole. I'm just saying, like, come on. You can do better than this. These are man babies. This is a backwards man, baby way to fire staff that you don't want to announce layout. That's what this next story. Amazon invests in nuclear energy, hot in the heels of Google and Microsoft. So basically, Matt, I'll just wrap up the story in a nutshell, Big Data. They're all now getting into nuclear energy because their energy needs are so highly intensive now. But it going to the future with AI, they're going to be off the charts so they're basically because of these stupid tech companies. They're reassuring in the nuclear energy age, right? Whether and I know there are positives and negatives to all types of energy uses. But but my point here is that we don't even really have a say. It's just like and in fact, Sam Altman, open AI. He actually owned a part of a nuclear power company. He so he's found a different way to get rich off of this whole thing. So, again, it's part of my series of stories that it's just like of, here's what the tech Bros are doing and no one can really stop them like they're setting their own energy Paul policy. They're just, they're just creating the future. You know what? For this one. I don't good because they're not like taxing. They're basically reopening nuclear plants to Like serve themselves that it's not a tax on us, right? But for one, the culture doesn't society and culture is not decided whether this is the right move. I mean, have they even asked that we does any even want all this? AI, do we even want this? Well, that's a first place. Do we want to use a guy? The world's, the Earth's limited energy resources for this purpose? We don't have to decide. Have we? The answer is. No. We don't want the AI, and that true democracy, not just talk about our, you know, like Trump versus Harris. But in a true investor democracy. We'd have we'd have a say over this, but we don't have a say at this place is like meta or alphabet, right? I mean, you don't, you don't really have a say over Amazon either because Bezos owns, you know, 12% of the stock, institutional investors owned so much. They're not gonna let you get a word and yeah, and you we think, Vanguard and BlackRock are like standing at the breach Saying no nuclear energy for you like they don't know one cares. Yeah, that's true. I have here that nobody cares, right? Or indifference is the product. That's the third story. Yeah, go ahead. This is I, when it comes to actually the content of this, like, I'm fine, you know, I have a nuclear plant just store the waste underneath Jeff Bezos. So you're more upset about a meta employee being fired for buying laundry detergent. I'm just upset about a narrative that says the meta employee is fired for 25 dollar A Day meal credits. Get the fuck out of here. That's not what that is. That's up if I finally how about this one on a Paramount Paramount, so Paramount is they're being taken over by skydance media. Shari Redstone is selling the family Empire. Yeah. To the ellisons. Yeah, Alison boy. Right. Although really, it's the phone? No. The dads the dead. Well, but still come in the nipple. Baby is but yeah, exactly. The Nepal baby is the guy who's like, hey, I run this thing, but Daddy paid for it. So when this all happened, Paramount fired, its CEO Bob bakhash. And they for some reason, hired, three CEOs, three-headed CEO, three coasters around the company. Now Paramount saying that it will, it will allow all three coats CEOs to resign and receive Severance if they are demoted. So, wow, that's a kind of a new wrinkle. We don't you let a three-headed CEOs. But I just like and let's not forget, they've only been in these roles. Since, like, May I believe, they're, they're gonna be getting and just what a great point of reference when Bob backlash last year, his Severance would have amounted to roughly 50 million dollar Ours, if you resign, wow, the situation like this. I don't know precisely how much all three of these CEOs will make, but let's not forget it. It includes like two years of bonus, two years of salary, you know, Equity advisory role right? Um, yeah, that Equity. Yeah, yeah, they get cobra. That's, I think. That's and here are the three, cosios just just in case you want to know, George cheeks, Chris McCarthy, and Brian Robinson. So there you go. Oh, what I like about this is there, they adopted Paramount adopted the Catholic Church method. The father Son and the Holy Ghost, right? Which is which. And, and it seemed to have worked out really well for the Father, the Son, and the Holy Ghost, and not so well for anybody else. Let's not forget, at the same time, Paramount is attempting to reduce annual cost by 500 million dollars. Including getting rid of 15% of us-based staff. So so 500 million dollars is really not that much when you when you consider the figure I just told you about Bob bakhash that yeah, 50 million several into that, right? So, yeah, that's a lot of money. That's a lot of money. Well, that's not reducing it. That's paying it. You're gonna try to reduce things by 500 million, by paying a guy 50 million to get out. That's, that doesn't make. And this is why it's important. If you run a publicly held company, it's important that you control all the voting power because no one can tell you what to do, right? You can just decide on your own because this is how the this is, how Tech works out. Media works. All right. Those are the four big stories. All right. So yes, Alice Karen Lynch met his fake. Fake 25 dollar meal, credit firing, excuse Big Tex nuclear energy policy and Paramount. I I love a three-headed CEO but I can't vote for that for story of the week. I just because it's good going on since May, right. But But I love a good three-headed CEO because it doesn't happen that often. I feel like the nuclear thing is not so bad. I'm torn between Karen Lynch and fake fiery, 25 dollar meal credits, really 25 dollar meal credits. You know, like you go to Chipotle cost, you 15 dollars to get your lunch, right? Yeah, I mean that's that is, if you don't even get like chips or drink, right? I think Yeah, no. That's just like the bowl of rice beans that you got. Let me ask you this Matt, do it employees really even need laundry detergent. I mean what are we doing? Oh that's do. They wear like anything but sweatpants do they have to watch what you make 20000 dollars a year. Don't you? Just buy new sweatpants. When you're old ones are dirty? I like how the? I like how the business news is trying to shame them too, because the three items they actually listed were large laundry, detergent wine glasses, And acne pads? Yeah. They were really getting a good picture here of a meadow of a meta employee right soil, sweatpants, drunk, and just City. I mean, It. What did they leave their mom's basement. Yeah, but I don't know why they're not entitled those three great things. Anyway, but I think the story of the week has to be CBS Karen. All right? I mean, that's, that is that is squarely and free, float data force, that is a social coup. Or when you look at the connections data, these are board members, who are highly interconnected with one another. This is a company that's a mature company that it basically had a coup from within. So from The Boardroom. So I think that's the only story. I also got to add that. I love the implication that it since these are daily 25 dealer doll or meal credits. Right? That if they're buying things like wine glasses. Does that mean, they're buying wine glasses every day. You think? Yeah. They're like one a day. Yeah. So but the end of the maybe that's it. Maybe Mark Zuckerberg went into someone's apartment and they saw like 800 wine glasses and they're like, wait, what the fuck is going? We can't do this. You can't have a 800 pluses. Do you remember when Zuck like six months ago, talked about like the era of a fishing? And everyone's gonna be working like 12, hour days again and like, you know, because Elon Musk made it, okay, we're certain workers like shit. Remember, um, 25 dollars a day like over 12 hour span think about, that's well, two dollars, an hour. That's basically a packet of M&M's, every every hour that's all you get. Oh, to be fair, to be fair, I think the actual benefit is 20 dollars for breakfast. 25 each for lunch and dinner. Oh yeah, you are. That's a long day, right? I mean, if you're if you're buying three meals at your job, that means you're there all while. I take it back. That's a lot. They should be fired. All right, let's move on. Let's go absolutely the week. All right, I've got three stories. First story I saw this headline SEC charged hinges on directors, lack of quote social Independence. Did you see this? Did you read this story? I don't even know if I saw the headline know. Tell me about it. So all right, so a board member a former CEO chair and board member of church and Dwight agreed to a five-year officer bar. Basically, he is now barred from ever being an officer for the next five years anywhere for five years and 175,000 dollar charge because he made false statements about his independence from the company. He never told the company. Wait what? He had a close friendship with one of the executives. This is amazing. This is real. So this is real right up around. So he kept the relationship hidden. Apparently, although seriously, this guy was the former CEO. Like weird, like so he keeps the relationship. He has with an executive hidden. Doesn't tell the board about it and I mean, they are romantic relationship. I never like, no, not no, not romantic. This is a friend. This is literally a friend. This is nuts. They said after the company learned that he was close friends with the executive, like they must like hang out every weekend or something. It changed. Craigie's status. The guys name is James. Craigie it changed his status from independent to non-independent. That's what the company had determined. And the SEC said you should have determined that before you put him forward and look, directors, you should have said this before hats off to the SEC but but this could be, you could be doing this across the director Universe. I mean, only one person that, okay. So, Sydney Posner who's a Cooley Law Firm and congrats to her has some great quotes in this article. It says it says, social dependence is correlated with lower probability of CEO. Turnover following poor operating performance and a higher likelihood, the CEO manipulates earnings to increase his or her bonus as in. Because these are your friends, you don't say anything. Now, we've been saying this for First Years We just covered Parker Hannifin on our proxy countdown show and which if you didn't download Go download that. Because if you want to know what a parochial board, looks like 100% of the board work. Like the board members work and live inside. 250 miles of Parker Hannifin. In fact, 40% of them are from Ohio where Parker Hannifin is. There's one woman who's never left Akron, who's 30 minutes from headquarters and is connected to the CEO. Where are the regulations on this? Why do we have to wait the asshole? Here's the SEC because the SEC, I don't know, hard and find this guy, where on Earth are they with everyone else. But know that 20% of large cat boards are connected to each other, just through boards, just boards. So let's be, but I think the SEC they would love to have an enforcement budget that was mass. I mean they would want to be doing this, right? But they just don't have the budget or the statue if you have Free float data. We could connect these people together like inferences about, but you're suggesting that the companies are being on us. I mean, the SEC has to dig into this stuff. I'm suggesting that it's not about the company's being honest or not. It's about the definition of independence. The New York Stock Exchange NASDAQ to find Independence as basically having not worked for the company for three years, right? Like, that's pretty much it or five years. It's here's an example, okay. Leslie, Kilgore is a director on the Netflix board. She worked. She actually worked at Netflix from 2000 to 2012 under Reed Hastings. The founder of Netflix, she was the chief marketing officer. Reed Hastings is on the Netflix board. Still to this day as founder. And Leslie, Kilgore joined the board and is considered independent sitting on a board with her former boss. How is that not Like like a lack of independent. How is that? I'm with you. I'm not the definition of social, depending I'm with you. I just don't get why the SEC is the fall here. What about to listen changes? What about the New York soccer exchange? What about NASDAQ? They're all complicit. Well if the SEC starts finding everyone of these board members who are connected to one another, absolutely and NYSC and NASDAQ are going to have to change their requirement of what is independent and why does the listing exchange get to determine what an independent board member is the SEC simply saying you said they were independent but they were not and you changed it and that's the problem. Here's a. But why is that that bar set by a for-profit company? Whose sole purpose is to get more people listed on them? That doesn't make any sense. Independence is it should be defined at a regulatory level. Not at an exchange listing level that doesn't make sense to me. There's a tangential story that we haven't covered yet. This is a Swedish Swedish Bank klarna, klarna bank? Yeah, klarna is a like a pay as you go like credit who we don't cover I believe because I don't think they're publicly traded but they're not in our database. I don't think they actually have a ticker. I don't think they're listed but but here's the story, clarina director says he was ousted over CEO, bonus objection, so he was one of, he's a director. Who was again? An egregious PayPal package for the CEO. That could have been worth billions of dollars. He voted no in the board kicked him out for that decision. Yeah. This is so, so social dependent social Independence. If you are going to borrow a director for not having social Independence, you need to borrow 678% of us, large cap boards. that's, Forget the rest of the world you want to go to like India, Japan. Sorry, you're all you're all out. Like, the fact is this is the industry. This is actually how you choose board members. You want someone who won't descent, who you can go get my work with and you'll enjoy their company. Look, this only support out Independence, this is a club. This only supports my idea even more. The first of all, American CEO should not be on their boards. I don't care. I don't care who says what about that? But that's that's the real rule. That's the first rule that I'm gonna make, you're not no, no, CEOs On The Board, second of all boards, you can't appoint directors before the elections, let the shareholders weigh in and and, and Don't just give me one nominee. Let's let's have at least two nominees, how about you? Give Cheryl a choice, find find two Harley qualified candidates and at least let the investors have an initial choice of who joins the board. How about that? I would prefer. If every single AGM where you're electing a director, whatever the board size is if you have a board size of 10, you have 20% more people up for the positions, then you have positions, right? So you put up 12 people for 10 slots or this way at a minimum and investor can say I will analyze these people for dependencies for issues. I think the like the whole system, I we this gets back to what we wanted to do, which is trading directors, if you could trade a direct, if I could say Church in Dwight this guy's not independent on yours. But I want to trade him somewhere else because I really like him. I think he's smart I think and we can just stop like Is good. It was so invite him to the trade to the annual barbecue. Don't worry. It can still have his buddies, it's fine. He's all together. Yeah like it's it's not a big deal. Look like there's so many ways to solve this and no one is solving, no one cares. Here's one of my issues. This is one of the reasons, one of the the tariffs 15 terrible reasons, we started this company but one of the reasons for me personally, was that after all the great innovation in the field of ESG in corporate governance like 20 years ago, you know, hats off to people like Rick Marshall number. Now, Bob monks in more that just some of the people that I worked with but but since that time where there was where there's so much Innovation and change it's been crickets like nothing else has changed like that's correct it but it we need to enter we need to start innovating again in this field. We need to start investors need to start pushing for for okay so the boards are now we have annual elections. Great where we've, we've separated some of the CEO and chair. Okay, that's great. That's all 20 years. Let's do something new. How about that? You know, part of the reason why I'm upset at the SEC and not like anyone else is because Kimball musk is listed as not independent, and they always listed him is not into a member, right? Didn't we have that weird analysis where you had to be an immediate family member like. Yeah, a brother was okay. Listening exchange the listing exchange says, you need to be like the rule of the listing exchanges in order to be considered not independent. You have to be in a media for living in the same home living with the person for a certain number of years. Like this is insanity is going to his directors wedding too. And and there's a whole like like Catherine McCormack throws the case on her honor Kathryn McCormick, throws the like his pay out as a result of those social repentance issues. Right. This is not like that's a real estate. That's Delaware too. It's Not and investors still say yeah keep Kimball on the board. I'm gonna read Sydney posner's quote of the research one more time to end this whole Social dependence is correlated with lower probability of CEO, turnover, poor operate, following poor, operating performance. And a higher likelihood, the CEO manipulates earnings to increase his or her bonus. That's academic research about social dependencies on boards and what it means for you as a shareholder shit happens. And no one cares about it. You should. This is something people should care about the SEC. You care about all right. Number two, come on. There's no good. Well, number two is a repeat, a little bit of last week digital tobacco. Okay, we talked here. What are you doing? Come on Tick. Tock New its algorithm harmed kids accidentally revealed in documents show their probably applauding it. I mean it's a very powerful algorithm that keeps you there. There are 14 states that are suing. Tiktok a fairly tiktok internal documents found that after just 35 minutes of a child using tiktok, they are fully addicted. It's faster than meth. That's the addicted of addiction. Yeah, it's fat. That's a dubious second place. Yeah. This is what I was gonna say someone who thankfully quit smoking. Someone who's used to smoke money years ago. The first few cigarettes are horrible. You actually have to fight. You have to fight to get through the addiction where is tiktok? It's an instant addiction, right? You don't have to fight through it. 35 minutes is all it takes from the start of using the app and they calculated that at tiktok. That's not like some academic on the outside doing like a control trial. They're looking at the data of people usage and realize they get a break any laws, right? Completely legal. Then there's this one meta must face US state lawsuits over teens social media addiction meta Zuckerberg. Not meta, is, is being sued by 14 different states, the same States and both cases. It's the same state and it lost. Yeah, this is a bipartisan issue for one only. So here's the assholes. Yeah, go ahead. There's got to be an asshole here and this is a slightly new asshole. The directors, who sit on the boards of these companies, sit on the boards of other companies. We've talked about this before, when we analyzed metta's board, right? There are 40 directors at alphabet medicine and Pinterest. I chose Pinterest because they're dual class. Also, are people addicted to Pinterest? Is that a real company? What I included, though? I included them. That's those directors have their included in anything. I know they're just their name. 22 of those directors, they're 22 of them. That have directors ships on other boards. Okay. So that's 22 people. If you eliminate all the other dual-class asshole, boards that they're on like and they're on other dual class asshole. Ports like Marc Andreessen. Only sits on Dual class boards. Yeah, what's easier, right? That's what I would do. But I have a list. Of basically, 15 17 directors. That sit on some multiple other boards and enable digital tobacco. These are digital tobacco directors, they have no control on those boards. They don't stop their CEOs, they don't resign in protest when they're sued for social media, addiction and kids the same way like tobacco Executives at the lineup in Congress and like the tobacco's, like this weird case study where usage has gone down. In fact are goodly is this week, you stole one of them was about the decline in tobacco use, right? That is been a multi-decade process to get there. Meanwhile, these directors, these directors are sitting on the boards of companies. Making money selling digital tobacco. Let's not forget the a lot of the executives who run these digital tobacco companies, they don't even let their own kids. Spend a lot of time right on their own server, like, they don't let them have smartphones or let them spend too much time on these apps. Now. Okay, do anything. Yeah. Are you gonna you know, that's number two. You're gonna put this data up on the website freeflow LLC. I will make this a data drop. Yeah, here's number three. The last one headline was United Airlines board of directors approved. Share buyback. Surprised by this was a weird way to spend money. I guess they're trying to bribe. They're just bent. We just bailed you out. You lost six billion dollars. Yes because of the pandemic then you follow that up with a 1 billion dollar loss. Actually better seat. Cushions. I like the, this is a United Airlines board includes the highest TSR performer. According to free float data on the board, has a 488 batting average meaning that everyone on the board stinks. They're all below after your flight attendants. I mean, they've been getting so much abuse since the covid. So you can send your thank you notes to Vanguard who owns 149% of this chairs, when they stop serving you hot food and they basically force you to sit in and overhead bin because they spent all their money on, share by that. How many of those Vanguard Executives? Do you think all? So our flight attendants on these flights, all of them 100%. Um, so that was my three SEC, social Independence, digital tobacco directors. This is a hard one for me, United Airlines, share, buy back program. I like the United Airlines once a dinosaur. I mean, we, you know, we don't talk about BuyBacks enough but I you know, it's an old old story. I get it is an old story. I just I can't believe they're doing it again. We literally just castigated them from doing it for doing it, not having any money. I love a bipartisan anything in this country so the that there are red and blue States both attacking digital tobacco's exciting. I but but more than that, I love the story about a lot of social Independence. SEC charges hinges on directors lockdown. But before you hit your bell, I'm not as mad at the sea as you are. I don't, that's the S. I have to vote on, or can you can you can I just vote on like, generic asshole in this area? Yeah, that's right. Because there are a lot of rules. I really do think that the SEC a lot of regulatory bodies. I actually think they would do more enforcement if they could, I really do I you don't think no, I don't think that, you know, I don't think this isn't their purview and I think it should be. All right, let's just finish out. We're the good headline, is to Winners and predictions. All a bunch of stuff will finish up the show with. Yeah, we'll quickly. Yeah. We'll just finish it off with this. Is a pleasant ranting more, a little more for Quality. Hopefully, let's do some speed round and get out. I got two goodly as headlines and then we can vote my first one that you mentioned teen. Tobacco use Falls to 25 year low. Look I this is the only thing I ever say about America. When I travel is is that the one thing we seem to have gotten right versus the rest of the world. The one thing Is that we don't seem to smoke as much as a culture than everybody else. Sure young people. Like, I've been visiting my daughter several times at College, nobody smokes. It's just so it's almost done. I never smoked and like in a weird way, I had like this genetic Gen X urge to like get All right, here's one for me. Supreme court allows EPA to limit power plant emissions by this one. That's right. They they're allowing it, it's temporary. There's a lot of. Well there's there's a lawsuits coming up from the state's individual states that they're going to have to all process them. But at this point, they're saying the EPA can limit power plant emissions for the EPA. Basically, they said the EPA can do its core function. So that's nice. That's good. For as long as the EPA exists, which might not be for a long, right? Oh, we'll just say for now. Union petition Skyrocket under Biden doubling for the first time in 50 years. I love that actually that's great because I've been I like full disclosure I have been canvassing in Pennsylvania for common. A Harris and I talked to a bunch of Union people who are all like on the fence because they don't like and this it's great because it's like now I can go in and say, you know, that Union petitions have actually Old under the Biden Administration, it's the first time. Well, half the century. That's been true. I am sensing a bit of and, you know, we started the show talking about glass Cliff CEOs, but you do sense, the creep of misogyny and sexism coming back into this election because they because these same people and places like, Pennsylvania unions were supporting Biden and now magically, they're not sure about Harris. It does smell a little. Doesn't it like the? I'm not sure. I don't know what her policy position, think? No, it is, is basically just veiled sexism, and, you know, that's fine, that's fine. You know, the other So, I mean you know, you know, but look, it's veiled so that we can, what else what else is? Here's my last good list, JP Morgan's, Diamond, says economy remains resilient. Now, you're just being, you're just being goofy. Let's throw that one out. So let's let's go right to headline, you know, we're not gonna vote. Yeah, we don't need this stuff. They're all good. All those were good except for yours. Of course. The headlining is. Oh, so that was your, I guess that was your segue, right? That was your fourth shot. That's my segue. What this? But we all picked Jamie dimon says, I just loved this headline because it's just so wordy and mouthy and silly, JP Morgan CEO. Jamie dimon says, We shouldn't put our heads in the sand. We have to find a better way to help the people who get hurt by AI. What? I don't even know. Who is putting their heads in the sand? What's happening? Who's helping the people hurt by AI? I don't know. Well maybe I agree with him because I I do a lot of the stories I cover on our shows is why are we putting our heads in the sand when it comes to Big Data? You know, on these, these texts CEO. Why do we constantly ignore everything they're doing and just let them get away with it. So maybe he agrees with me. Well, I pulled it like I think they actually think we need to re-name the segment. Just Jamie Diamond, says about the whole company. Maybe we'll finally get attention of actually if we did my headline is the week, CEO Diamond says cash is very valuable when the future looks treacherous. Well, I mean yeah why are we writing that down? Why can I is there? Anybody anywhere who's like you know, what's a good idea? Everything looks terrible. I am going to buy Bitcoin like no it says that. I just Jamie Diamond says joke. So Jamie Diamond said I think it was January of this year that basically they're starting succession planning. A JP Morgan. He's you know he's gonna be gone soon, right? But now I yeah that's what he said but now the headline has changing this is an actual headline. So it's not Jamie dimon says, it's Jamie dimon suggests. Oh I don't like that. He'll remain suggests. He'll remain at JP Morgan for a very long time. He said, quote, I intend to be doing what I'm doing. I almost guarantee. I'll be doing this for a long period of time. So, he's not really so he's not either. He's gonna be exact chair, or he's not leaving. I you left out the last part of that. Okay, or he said, or at least until the board kicks me out, but is that happening? That's just the joke. I mean, yeah, that's the board that gave him an extra 20 million that he said it would be rude, not to take it, right? And the board that's petrified to do the succession plan because they have no idea how to do. Yeah, that's great. Who won the week. My winner is actually our free float media friends. The shareholder Primacy podcast with Mike Levin, and going strong six episodes know, going strong. Not only do that. So, it's out. It's more popular than ours. It's two people actually know what they're talking. Yeah, they have like, they have friends. They have a lot of friends they have, but I pulled them because there was Matt Levine the Bloomberg newsletter writer wrote. This activist investors are podcasters. Now, not only is he correct? But Mike Levin is an activist investor and shareholder. Primacy is a podcast that you talking about them, right? It's not. He was talking about Elliott management. He was talking about Ellie. But isn't everybody a podcast or know to be real? How dare you? This is a hard art, we've been doing it for a long time. Yes. So go to go to wherever get your podcasts search for shareholder. Promise you share the promise you, right? Cheryl der Prime and follow their. Subscribe to that podcast. My winner of the week are, of course, our three headed CEOs. Oh yeah, that's a good winner though. I feel like they did win. Yeah, that's it and predictions. Do your prediction first? Yeah, mine's a bit long winded. You post Bob Iger, succession plan is to replace him with a six-headed CEO and so, so just to be cheeky I I think I asked chat GPT to give me the names of six kind of stereotypical CEOs that could take over Disney. Yeah, I'm just gonna give you the names. Did are these. These are the real names that came up. I do you want me to describe the CEO too that they came up with the name? I just want names, okay? This is the six names that Chachi BTS suggests will be the six-sided CEO that takes over Disney. So this is how I guess chat gtcys the CEO because I specifically asked them for, you know, American CEOs. And so this is, how was it? Yeah, ask yeah, it was American CEOs of a Disney. Yeah. Something like that, right? Like I kind of narrowed down. So it's not like they're not taking from CEOs from, you know, like South Korea for instance. But here's what yeah, sure, here's the sixth names, they suggested, we'll go over Disney. Chadwick Chaz Van Buren, the third. I love that joke, right? I mean sounds like us but this is his hair joke, Regional Throckmorton, these are real people. They could forget that we covered that Mortimer. Buckley of Vanguard is now a director at Pfizer. Could you pronounce his name correctly? It's more tips. That's the name. He used it. Private school. Boston area. So you wouldn't get beat up Tim Wellington Wells, have referred Bartholomew, Wayne Scott, Milton Kensington. And finally, this the sixth six-headed CEO Disney will be Horace. Farnsworth, those are the greatest names in history, which and can I just tell you that how they describe Horrors? Farnsworth, just to put a cap on this. They chat CPT calls him. The CEO, who refuses to retire? Wow. All right, that's fabulous. Okay. All right, my prediction is That kids everywhere across this nation. Start playing, stay stop playing Simon Says, and they start playing. Jamie says in which one kid says is in the middle and says something louder and louder and louder, and everyone else that they called, the reporters in the game are quotes. They just write it down. Furiously, it's called Jamie like that. That's the game. That's it. That's it. That's hazelnut Ross. I'm here at. We are free float. We will be back next week for a full week of shows, Tuesday, and Friday at this is pants on Thursday where our proxy countdown get the sheriff older Primacy, get it all in on Wednesday. Seriously, a friend or give us a rating like what do we got to do? Been doing this for like six years and where are you? People like you need to be more active, be active listeners. Give it to everyone. You know, until then good. Bye.
Data as of Oct 14, 2026