BLAME: Carnival data breach, Danone methane reduction, GM loses a director

woo yeah. Uh-huh. Live from the collective side of people who believe proxy statement director skill matrixes. Did they just wake up and realize that it's not a real thing? Are we the o Are we the only ones who even know what that statement means? It's an all new terrific Tuesday edition of Business Pans featuring analyst hole, Matt Muscard. We Yeah, who, hey. On today's Balloon Filled with ESG powder called June second, twenty twenty six, the who do you blame game? Yay. What there's a so I have to I have to say some things here, which is first of all, Riverside in all its in smart glory changed its entire layout. Yeah. so we usually have music playing and f I fade it out manually and now there's like weird buttons and I haven't figured it out yet. So Our podcasting software? Yeah. Fun stuff happening. Well the question is, did AI replace workers there? And maybe A AI made these decisions? Or do do you think people were trying to keep their jobs? No, I well I've actually been begging them for f three years to do some of these changes. So it's it's good to have them, but I just haven't figured them out yet. So we'll see. All right. Anyway, enough of that. Who no one cares. Yeah. Yep. Yep. Yep. Hmm. Good. Ignore w w yeah. Our show today is being sponsored. Our show today is being sponsored by Free Flow Analytics. And Free Flow Analytics are coming the only platform measuring board power, connections, and performance for free. That's right. Board power, connections, and performance for free. I saw j a a friend of the show, Jim McRitchie, citing our data yesterday on LinkedIn. really? I see Influence. citing the influence percentage of a director. I don't remember which company he was referring to, but yeah, go for it. Good. Let's get to it. Come on. Yeah, I cited in today's show 'cause it's actually useful. Yeah, let's do it. Let's do it. Go. Yeah, you go. right, we don't have like fun music to play me in. Carnival. I think your favorite industry might be the cruise industry, right? No, 'cause I don't know where the buttons are. No. my god, they make me ill. Carnival Corporation's data breach exposed personal data of nearly six million customers. First of all, can we stop there? There are six million people that did this? terrible. Six million cruisers. Yeah, and that's just one cruise company, by the way. An April social engineering attack on an employee account, compromise names, dates of birth, and government issued ID numbers. Who do you blame? I gotta go right to the skills matrix. We're gonna start with the skills matrix. d he call back to the joke. I got ya. Yeah. Yes, right. It wasn't a joke. How dare you? The the Carnival Corporation published a skills matrix citing the skill technology and cybersecurity, which, you know, I don't have to define that. You kind of know what that means, right? But but it but actually they do say experience with with cybersecurity matters is increasingly important to mitigate the risks our business faces. So they you know, this is not just about Vaguely, yeah. having people who are are are are s this is like a big they they realize that cybersecurity is not just someone losing their password, right? Mitigate risks. Yeah. So as usual, this is like the the most underrepresented skill at all boards. I've no idea why. but well I probably do know why, because they the the the whoever is gets nominated for the board is just part of the pre people's network. So really if Yeah. Well they yeah, they didn't say skill in Microsoft Paint. They said yeah, mitigate risk. If you don't have cybersecurity skills, your buddies probably don't either. You're probably not hanging out in those crowds, right? That's my guess. Anyway, they cite they cite five of five directors had the skills, and I'm gonna list them. CEO Josh Weinstein, he's been at Carnival since two thousand two. We started as a general counsel. And so that's a no. He doesn't have any cyber to no. Don't hang out in any crowds, much less a cruise crowd. Yeah, can we stop saying the CEO has all the skills? They don't. How about Sir Jonathan Band? He comes from the British Navy, where he w the last job post he had was First Sea Lord and Chief of Naval Staff. I didn't realize that everything in the UK sounds like a video game. Really? First Sea Lord? I'm the first sea lord. Well, I would say he might have that skill though. No stop. He ha he hasn't been at the Navy since two thousand nine. So let's just say no. really? So so he c he could stop it if it was an MS DOS. Yeah. Jason Cahilli is the director. He's the CEO of Dragon Group, which provides capital and business management consulting and advisory services. He was also the CFO of the NBA, you know the league where they bounce the ball around. Orange ball. Yeah, no. No. that's funny. I got yeah, it's I there's I have a director from the MBA. I don't know what's with the MBA in directorships today. Yeah, no, no, no. Yeah, that's a no. That's a no for cybersecurity skills. Nel DeConnor's she was she's a CEO and chair of Pinecrove Goldings, a privately held investment company. She was the CEO back in the day of a of a at Core which ha which manufactured electrical safety and infrastructure solutions and VP at Eton Electrical and Automotive Supplier. That's a no, that's a no. D what w w is this the list what is this list of directors that we're going through? Just all the people that don't have the skill? They say have the skill, yes. No cybersecurity. No, all the people they say do have the skills. Yes. And finally Laura Weill. she's a retail queen, founder and vil founder of Village Lane Advisories, which specializes in re services to retailers. She was the COO at New York and Company, Women's Apparel, Ashley Stewart, Women's Apparel, Urban Brands, et cetera, et cetera, et cetera. All apparel. I'm gonna give that a no. Yeah, why w how is it even possible that these people have been chosen? This is just like market fraud, I'm sorry. I hope that no one invests in this company based on these skills matrices thinking, well, th they they're mitigating the risk of cybersecurity. Anyway, that's the first. Who do you blame? I'll try to speed up. Well I I well I'll say this. In the free float database it has Nelda Connors as at least having engineering and technology as a background. Look, look, I w to be fair, this this the skill is technology and cybersecurity. Okay. So you can have technology skills, but no cybersecurity skills. But I'm making the case that none of these people have cybersecurity skills. Yes, Nel DeConnors definitely has probably some technology skills, although it's the only one from that list, I'm gonna be fair with you. So anyway, let's move on. and I'll just go simply here. You can blame the skills matrix, you can blame the audit committee, which oversees cybersecurity risk. Yeah. have any skills whatsoever. Yeah, yeah. And again, two of those people, the aforementioned don't have skills. There's other there's two other people on this committee. One is from a lawyer from Walmart. one has been a carnival director since nineteen eighty seven. And yeah, and it and it was last CEO at a wireless communications company back in in two thousand ten. You see where I'm going with this, don't you? Yeah, well, what I see is is that they have no one with any skills of any kind. Yeah. So who do you blame well? I'm sure cut it short. Who do you blame here? Do you blame the the the skills matrix? Do you blame a an individual director? Do you blame the audit committee? the the audit committee chair is the aforementioned Laura Weill or Wheel. And again, she's the one who has an incredible amount of women's apparel retailer experience, which is good, I guess. I don't really know why for carnival, but whatever. No. What was she was the CFO she was a CFO of one of the retailers and that she does she even have audit experience? Like I'm confused by the experiences that that these people have. But isn't this just a one person board? Isn't this Mickey Arrison's board? It's carnival, right? Where do land? It Yeah, they don't. right. I should've I let me f I should have finished. Mickey Ar do you blame Mickey Arrison controls seventy five percent of influence. He's the executive chair, former CEO and seven percent stockholder. Yeah, y you blame Mickey Arrison for everything. I mean, like he he is the everything. It's like everyone here is connected to him. It's boring. It's boring. Okay. All right. All right. So in these companies that's it? You just blame the controlled the controlled holder, right? The con the controlling influence director. Is that it? Is that how this game works? You know, there's one option you didn't put on here. And that's like the corporate secretary and investor relations team who puts this report together and decides who goes on the skills matrix, right? Because aren't aren't they the ones committing the fraud? They put the matrix together. I never thought of that. You know what? Next time I'm gonna look at that. I have no idea. It could be an underling and they just they don't check it. I mean they must go to the board and say, Can I put this as a skill that you have? And the board is like, ooh, what does Mickey think? I mean, what if like the IR team went to Laura Weil and say, Can we mark you on the skills matrix as a dentist? And and and sh would Laura Weil say, if Mickey says it's fine, then I guess it's fine, right? Well Yeah, the leg legal must vet this too, right? Yes. Look, if if dental skills were sort of a necessary skill to push toward towards the investor class to be like, Don't worry, we have dental skills, then yeah, she would have lied about it, is my guess. Yes. Cause these clearly they're liars. That's clearly what's happening. I d the the don't read a skills matrix is the the takeaway here. Alright, I'm gonna do one. You ready for this one? All right. This is the headline. Denone Starbucks shine in methane reduction ranking. All right, so Yeah, yeah, Dan and Yogurt. All right, okay. Yeah. Okay. D Danone is that's like Danin yogurt. Yeah. Is that a thing anymore? Isn't that just like sugar and is that a real is that a real company? Danon? Yeah, it still is. Yeah. Alright, keep going. Yeah. Go ahead. Yogurt's real. Yogurt still is real. D their yogurt may not be very real. but look, it's from the report. So you're gonna this is the thing. These headlines come out all the time about such and such company is a leader on some ranking, right? Like someone's shining something. And this pl in this the I I'm hoping that the methane isn't creating the shine, but in this case, Danone or Danin is Someone's shining somewhere. Winning at methane reduction. Okay. In fact, the report said quote Danone is the only company in the group aligned with the global methane pledge. Well, is that because it's French? Is it forced to align with this because the French still sort of pretend to care? Okay, go ahead, go ahead. Well, we'll get to that. because like the but they are the only one like who has a thirty percent reduction in global levels of methane by twenty thirty. and they lead the pack in progress towards the target. They're basically winning. If it comes to methane reduction, which is which is cow farts, that's what we're talking about. They it's a d it's massive dare it's ma mass ag, it's mass dairy. That's it? Well I guess it's only four years away, okay. huh. Well, I would think there's a lot of cow farting going on at a yogurt company. Yeah. Yeah, that's what you would think, right? So who do you blame for this victory? Like who do you who who do you credit? Like who do we who do you credit? I'll I I'll For what? For the victory? Who d okay, I like this. Who do you credit? Yeah, I actually have a I have one of those later too, a who do you credit? Go ahead. All right, do you credit the chair of the CSR committee, Lise Kingo? It's a woman, 9% influence. She's one of three directors in the Free Float Database tagged as having merit. She has, are you ready for this? Talk about qualifications. A master's degree in responsibility and business from the University of Bath, a bachelor's degree in religions and ancient Greek art. I was gonna say it's it's a woman, right? Yeah. Okay. Yeah, you don't see a lot of degrees in modern Greek art. You notice that? Why is that? Well what I know what I notice is I don't see a lot of degrees in Greek art period. And I love it. I love it. A bachelor's degree in marketing and economics. She's she's got three degrees. Sh Yeah, that's true. Okay, so she has two mark bachelors and a masters. Okay. Well again, we look, we know it to be true that if if you're gonna be a a director as a woman, you have to have double the credentials and experience as men. Yeah. At least. At least. She's got a certificate as an international director from INSIAD. She's that's one of the top yeah, business schools in the world in Paris. Yeah. In the world. Yeah. She's she's ex novo Nordisk from there. She did environmental affairs, internal audit, compliance, human resources, communication, sustainability, branding. She actually helped create the UN SDGs, the sustainable development goals, and the UN Global Compact. Somehow, in according to Free Float data, she only bats 559 on carbon intensity for a career and 415 for scope one and two carbon. So she's actually not winning on carbon. my god. Wait, can I just pick her so we can move on? Yeah. Well but but w but we know that, you know, is this a voice on a board people are gonna listen to the most? The woman who sits on the Okay, so she's like she's a p she's like one of many equal members. I don't know. I don't know what that is. Well, she's got nine percent influence. in fact Well, so I so Free Float has deference scorings, deference flags. These are people directors who rely heavily on the executive who's in charge of the company and and for their board position. And it would be really hard as a human being who likes their job to like dissent in the boardroom because you're so reliant on your connections and and money you get from this position or from the CEO. She's the only director. On this board and in many, many boards, it's a it's a rare thing. The only director tagged is fully independent, zero deference. Like she didn't have like a flag. so maybe sh so maybe she j sh maybe she just speaks her mind then. She might be the only one who not only speaks her mind but knows what she's talking about because she could talk about business, art, and sustainability all in one sentence. I was gonna say and yeah. Yes. Alright. Well I don't know why we have to go on. I mean are am I not just picking her? All right. Well, here's another one. So the board also has on its CSR committee a woman named Bettina Fessig. She's only got five percent influence, but she's an employee rep because remember it's a French company, right? Uh-huh. I love this. I love employee reps on boards. Well, it turns out the committee charter mandates and employees get a say on this committee. At least two thirds of the CSR committee must be independent. A one director has to represent employees on this committee. And in France, the European Investment Bank found that French employees, out of all employees in Europe, were the most aware of environmental issues. Eighty-two percent of French employees said they were highly concerned about environmental issues. So it could just be Mm-hmm. Interesting. You have the employee rep sitting in this spot saying, our employees care about this. We have to do something. This is important. Well, actually, you make a good case 'cause if there is gonna be one person on that board who was just gonna say stuff, it's patina because why not? Let her let it let it fly, right? Let it rip. Constantly. Let it let it rip. Let it rip. Could it be lead independent director and chair of the nom comp committee? Valerie Chompolade Fro Floquet. Floquette. All right. She has 15% influence. The second highest to the CEO, who only has 18% influence on this company because Okay, yeah. It's very European, yeah. Yeah. Because it's so French. It's the Frenchest thing you could do. It's democracy. She got 99.16% shareholder approval in April. And that 0.16%, that was in their disclosure. So that they went to two decimal places to prove how important they were. She is leading the committee that sets the pay. The CEO's pay is 20% of his short-term pay and 30% of his long-term pay. Mm-hmm. I don't like this. Yeah. are based on hitting sustainability targets. So when you pay a CEO to do a thing, the CEO does a thing, right? Like isn't that pretty basic? So so and we're talking about a third of pay. It's not like, you know, like it's not like a little bit. It's a lot bit. interesting. Yeah. Yeah. Yeah. I I would do a thing. Yeah. Interesting. this is getting tougher. Wha who else? Come on. Do you bl do you credit ex CEO Emmanuel Faber? Now, Emmanuel Faber was ousted in 2021 by the board of directors and an activist investors. And but he had he transformed the company into an enterprise à mission, which is a French version of a B Corp. It's yeah, it's like a, you know, like we're we're a do-gooder corp. Investors voted 99% in favor for the B Corp style moniker. Nah. Why? Mm-hmm. I remember this, yeah. Yeah, like a right, exactly. Yes. Do good. Yeah. Wow. That's incredible. And then immediately ousted him a year later because the short-term share price lagged. They said he spent too much time on environmental issues. He was too progressive. Yeah, of course, you know, five years later, the not only is the stock price recovered having nothing to do with what the new CEO has done, but they're leading on environmental issues. And and where they've rolled back things, they've been sued. They were rolled back things for plastics and emissions, and they got sued. Boy, that's short term thinking at its best, right? Of course. Yeah. Yeah. Ba basically the the the new CEO got sued. Isn't this his win? He set them up to be victorious. Well so he was kicked out because of an an activist investor, essentially. activist investor, Bluebell and yeah, stepped in and said you you're I believe they're actually UK based, yeah. Blue bell for American activist investor? Okay. so the the British came in and the the French must have hated that. Yeah. Interesting. All right, and who else? Is that it? Yeah. Credit. No. Let's Yeah. Actually I'm gonna I'm taking a different turn here. I I'm gonna s cross off the last one, the current CEO. I'm gonna say all of the above. I think they all deserve a share of victory. Yeah, I think they hated all of it. The whole thing, yeah. And finally, do you blame or do you credit the curr the current CEO, Antoine de Saint Afrique, just because he's the CEO? Wow. Yeah. I mean, this is an incredible you're making a really incredible case for some for some people who who might have accomplished a thing, who deserve credit. I mean l they deserve some credit here. They did a thing. They did a thing. Yeah. I and I love that you found that detail that that paying a CEO to hit sustainability targets might be the key to companies hitting sustainability targets. Yeah. But all but yeah, all of the above. That's that's incredible, actually. And I do remember that I remember that activist investor campaign and I I do recall it being just so incredibly short termism that it was really hard to stomach. It's just like get the It is the same it's a weird thing to find yeah, it's a weird detail, but yeah. Give this company give this give them a s like some breathing room here. I Yeah, so that yeah, British. All right. I like that one. I like that one. Of course it wasn't a French activist, right? Like it w it is like some other imperialist activist. All right. What do you got? okay the here's the headline. Twenty four retail CEOs made as much in a day as their typical employee earned in a year. Okay. And a big one did not. Okay. A a big retail CEO did not. First of all, can you guess who can you guess the company or CEO? Yeah. A big one, okay. can I Yeah, it's the one that I am most heavily invested in. That's my guess. Costco. I literally I like after doing we've done analysis after analysis. Costco stood up to Trump. Costco fought the tariffs. Costco there that like there are people on their board I think need to go because they've been there a long time, but co like everything else I like about them. Well I was gonna say that doesn't help me. You have to like you have to name a company. Yeah. Well Yeah. Sure. Well, we could I I think we could like take a victory lap for our show and our company because you're absolutely right. It it actually I mean, this is like a a a great moment where everything kind of converges, right? Where it's like, Yeah, of course. It's the guy it's Ron Vacquers from C from Costco. Not that he's like he's not exactly making like four hundred thousand dollars a year, let's be clear. Yeah. Yeah, baby. Yeah, no, I'm not saying he's in a bread line somewhere. But But but part of the formula here that works at Costco is not only is he making a little he's a little less greedy than than his his peers, but but more importantly, they pay their workers more. See how that works? Yeah. So I'm doing what you're doing, and I'm gonna say who do you credit? What do you credit here? And and I have a I have a long list here, and and I'm gonna go quickly. I'm gonna kind of let you like mole these things over, okay? Do we credit I sa I s that's a weird wow, okay. I love it. the s the fact that the the CEO and chair roles are separate at Costco. Yeah. L I already like it. I already like it. Okay, but I but I will say in this pure set of twenty four companies that's not unique. So I'm just warning you, it's not unique to Costco. Well, their chair, Hamilton James, i is he's been there for like three hundred years too, so he's not exactly independent. Okay. Do you credit the fact that Costco has a one share, one vote, unlike you know, unlike Walmart, for instance. It's not a controlled by a family. I it's it's one share, one vote. It's it's not controlled by any individual. It's n but well again, caution, it's not unique to the to the pure set, but so okay, that's a choice. Do you do you credit its state of I like that, yeah, I like that. Headquarters and state of incorporation, which happens to be Washington State, which is unique except for Starbucks. They're the only two companies that are incorporated in the state of Washington, which as we know, th is not being the same as being incorporated in Texas or Nevada. It's a little bit different. Yeah. Do you No. It's a little bit dy that one no, I can cross that one off though. I don't care about that one. 'Cause Starbucks ruins it. Do you credit the fact that half the board, only I'm gonna say all I'm gonna sphrase this differently. Only 50% of the board is men. Which is low, which is incredibly low. I say only 50% of the board is men, which is like and I gotta say in this pier set, this is absolutely unique. There's no other company in this piercet where half the board is women. So th they are an outlier here. So you could credit this. I also have really? Can you credit Costco's pledge? I'm gonna call this their pledge of allegiance to stakeholders. So I analyzed the the peer group and Costco out of all these companies and some of the companies are I'm gonna give you a Dollar General, AutoZone, Texas Roadhouse, Dollar Tree, Dick Sporting Goods, Walmart, Home Depot, these kind of companies. Starbucks. Costco generally has higher wages, better benefits. Texas Roadhouse. Much lower turnover and higher retention and a higher sales per employee. Got that? High so c you could credit the fact that it cares about its stakeholders. Yeah, that that's a I think that's enough of a list for you to mull over, right? Course they do. Well, d I would only add one thing to the list and and that is Gina Raimondo, who is is a newish director on the board. sh but she was the the she was like well she was she worked in the the Biden administration. She was the Secretary of Commerce. She was also the governor of Rhode Island, which is my home state, my original home state. Yeah. Well it could be part of the fifty percent is women, yeah. Yes, that's right. Yep. Yes. Also, Rhode Island not they're not similar to Texas or Nevada. No. Not not similar. And she's smart as a whip. She has like no influence though. I some not I just wanted to shout her out. Okay. Well the only thing I was gonna add too is that the Costco where Costco is also unique in this list is they have a industry leading pay for employees and self-imposed low margin pricing philosophy, which which and I bring this up which is interesting because Walmart y also has low margin pricing but does but pays its employees shit. So I I'm just gonna add that in there. I would say, so look, I know the right answer is to say the right answer is to say they're focused on stakeholders, right? Like that's that's the right, but I'm not gonna say that. I'm gonna credit the fact that not only is the CEO and chair separate, but Tony James, Hamilton James, the the chair, has higher influence than the CEO. James has What what is the right answer? Yes, I think so. But what are you saying? Yeah. Okay. What are you crediting? Yeah. Okay. Is that right? so you're g so you're taking us all the way to free float data. Are you using free float data? interesting. So why does that matter? I'm taking us back to free float data, which is to say that when the chair who runs the the the group that oversees the CEO, when the chair of that group has more power than the person they oversee, you can actually focus on stakeholders. You can focus on the long term. You can make decisions like you're gonna get paid a little bit less because that's the culture that we're setting here. I am going to say that Tony James having the s the chair role and more power in a broken CEO chair, that is why. That's what I'm gonna say. Interesting. Look. I I'm okay with that answer. Technically you're wrong. I think it's general pledge to stakeholders is really what makes this company shine. But but but I think you you picked a a a a acceptable backdoor answer, which is that y we we can no longer exist in in a in a in an environment where the CEOs are allowed to set the agenda of their independent oversight group. It it's ho it's just the worst thing. I can't think of I actually can't think of a worse thing that's happening. All right. They call the fucking meeting that oversees him. It's so dumb. All right, I got a second one. You ready for this? here's the headline. GM board director Jonathan McNeil stepping down. Move on. Yeah. G okay, GM board director. Got it. Got it. General Motors, board director, Jonathan McNeil stepping down. He Jonathan McNeil is the CEO of DVX Ventures. He's ex-COO of Lyft, ex-president for sales at Tesla. He's a director at Lululemon. He's been a GM director. Yeah, everywhere. He's everywhere. he's GM director since 2022. He's on the Governance and Corporate Responsibility Committee and the Risk and Cybersecurity Committee at GM. We know that. sure. boo. Yeah. God. man. This guy's in like he's in all the dramas. He's like a drama man. All right. that's it? Okay. Half of boards on average think that someone on their board should be replaced. That's the PWC survey of directors. At least one director should be replaced. So here's here's what I want to propose here. Instead of who do you blame? Well, I I it's possible the GM board did not like McNeil. So who do we blame for pushing him out? Did he get pushed out? Did he choose? Like, what are the factors that force him to leave? At least one, at least one. Yeah. Yeah. Got it, go. Interesting. Well this is this is the th this is the maddening thing, right? Because this is the maddening thing 'cause we look at basically all the eight K filings of all the biggest companies. They don't ever they never tell you. No. Never say this. So we have to guess. In fact, this eight K filing also said the same thing they all say, which he's not leaving for due to any disagreement with the the executive management or the board. He's just leaving. He's just stepping down. Whatever. He's only been there for four years. The average to director tenure on boards like this size is seven to ten years. And usually in aggregate, you're talking about fifteen years. What it's money for life. Yeah, and why And why would you leave this board? I mean, y you know, Mary Barr in f firm control. Exactly. It is money for life. He didn't have a lot of influence in the first place. So it's like just sitting around, okay, what do you got? What do you So here's some options. Is he leaving just because he's generally an outsider dude, bro? McNeil has worked at much more modern companies than GM. The board is old school. X-Northrop Drummond, X Visa, X-Lazard, XHP, X eBay, X Novartis, X Walmart. The other directorships of these directors include Goldman and Huntsman and Port Proctor and Gamble. These are like professional insular board members. How dare you? Yes, they are, yeah. Meanwhile, Yeah. Wait, so wait, so you're saying that he so he would have left on his own because he was just sick of hanging around with the dinosaurs? Yeah, he was sitting in there and he's like, what the fuck am I doing here? Cause he's he's he's a VC. He's investing in AI and automobility startups. He he he he the other companies he worked at were Tesla and Lyft. These are like founder fetishy, gigantic personality, dual classy companies, right? Break the rules and worry about it later. I'm hanging out by a guy who sells cold Colgate toothpaste. Okay. Yeah. yeah, he's a bro. He's a V C Tech bro, yeah. yeah. Yes, absolutely. Break the rules and don't make cr don't make profit and yeah. So he's sitting in GM's board and like they have 12 committees on the board. He's in two of them, and he's like, what the hell am I wasting my time here for? And he says, Fuck it, I'm out. I got AI and crypto to invest in. See you fools later. That's outsider dude, bro. Option number one. Number two, did the GM board say to him he's not deferential enough to marry Berra? He didn't kiss the ring. Interesting. Okay. Okay. Mary Barra is in firm control here. Barra is connected to ninety-four percent of the board, according to free float data. The entire board. Now McNeil's he's she's connected to McNeil too. She obviously probably picked him. But McNeil has the highest network power of the board, higher than Mary Barra, even, which means he's a connected dude outside of this board, just not as much inside of this board. Yeah. But not but not McNeil. Got it. Okay. So he was pushing too he was pushing too hard, you're saying? He wasn't he was challenging her? I'm saying he he maybe he was challenging, but maybe he just didn't maybe he was like the guy who kept saying, like, why are we doing it this way? That's an old way of thinking. Maybe he just he was the squeaky wheel. Well that it's funny, the academic research would suggest that women in charge or in leadership positions are more willing to kinda listen to to different voices, right? I mean they're they're so I don't know. But Mary Bear is a bit of an outlier. Yeah, 'cause she's CEO and chair, right? She's CEO and chair. More willing, but we're talking about Mary Barra. We're not talking about like on average. She's C sh CEO chair. He doesn't need the pay. Like the deference data suggests he doesn't need the pay. He doesn't get anything for these connections. He's not part of the majority network community of the GM board. His network is more IT focused, and these are more old school. This one's tough because I I would think I would think Mary Bearer would would want the presence of someone who used to be at Lyft and was and Tesla. I think that's valuable industry experience. Yeah. It's not it's I think so too, but it's not whether you want them. It's whether they're annoying once they're there, right? Like so is he not deferential enough? Okay, all right. Well that's not the job of the board see, that's the funny thing 'cause the in my view, the job of the board is to be annoying. I think that's how you learn and constructive criticism is how you get better. But okay, go ahead, go ahead, keep going. All right, so number three, is he just straight up pissed he doesn't have enough influence on this board? That pr that is always gonna be my first guess. Always, always. Four percent influence according to free float data. He's new, he's younger, he's working actively as a VC, he has the power of capital allocation. Does he sit there and say, I don't need this shit? Nobody listens to me anyway. He's younger. I'm sure he I'm sure he hates I I'm sure he hates the process. It's so old school there. Yeah. Smells like mothballs in the boardroom. That I have proof of that by the way. Yeah. interesting. Is that true? Лост інфлуенс, ловист інфлюенс. Number four, are there too many women on the board? I actually don't think this is it. I I postulated this and and and like well, I looked at DVX Ventures. His portfolio team is six dudes and one woman, obviously, but they have a woman. The entire operation staff at DVX is two women, and they are chief of staff and executive assistant. That's yeah, like HR and executive assistant. Yeah. HR. Right. my god. What are we doing? How is it how are we still doing this in twenty twenty six? Yeah. But his board his advisory board has two women on it and three men and McNeil's not even on the board. So I like couldn't make a strong case. I I I basically put it there as it's to trigger you, I put it there. I don't know about this one. Maybe. I would I wish God. Well, you know what? Like, I'm thinking about the sports comp, 'cause we make a lot of we try to make a lot of comps to the sports world, with the way we run our company, the way we think about our data and our research. if if a player w w you know, like wasn't playing or maybe they were like cut from the team, they they might say like, you know, this Johnny has like a cyst on his ass and he can't swing the bat tonight, right? So he's not starting. But when a director steps down at a publicly traded corporation, y it's nothing. It's it's crickets. You don't know you don't get any information why he's leaving. So so he he very well this k could actually be the answer. It's possible, but we just don't know. I I wish I wish in the filing it would say what's his name? John. I wish it would say I I wish we live in a world Yeah. Nothing. Yeah. That that's what I mean. We don't know. There's I'm just I'm just throwing it out there. I'm just the guy asking questions like Tucker Carlson. John Jonathan McNeil. Where I mean, I don't support this opinion, but I wish we live in a world where it just said John d doesn't like working at a company that is controlled by a woman. Yeah, I it would be nice. and I there's one more option that he's just too too busy because he's on like nineteen of his portfolio company boards and and Lululemon and Chip Wilson are taking a lot of his time. Maybe he's just like, you what, I'm out. Yeah. Go ahead. No, no, that's not it. That's not it. No, that's not it. I don't know. I mean, you know, I I know you're blowing off the and I know you did it just to trigger me, the too many women thing. But d but don't let's not forget the VC Tech Bro world, like are are any of those enterprises really run by women? I he must be annoyed by Mary Barron some level. Yeah, I know. Maybe, maybe. But also like I think his annoyance would take the form of I don't have enough power here and these old codgers won't listen to a fucking reason. Like, I own what I'm talking about, much more than the women piece. Yeah. Well so where where's Well, I feel like some of these are connected. that i i is the fact that he's an outsider VC tech bro dude, isn't that kind of connected that he doesn't have any influence? Or I guess it doesn't have to be. No, it doesn't. It's not it's like he's just it's just experiential. I think it I think that's the answer though. I I I think because he's a VC tech bro, I I think he finds it a complete waste of time that he's anywhere in the world that doesn't listen to his opinion and and and do whatever he thinks and says. I think he can't live in that world. I th I I honestly I think it's probably that and he doesn't have enough influence and Mary Barra's like constantly saying p follow the process and it's Mary Barra All right. Wrap us up. I honestly I think it's just a cascade. I think it's all the things. Why don't you take us through one more? Let's get out of here. Well that's what I'm saying. No, it's not your choice, it's my choice. It's my choice. So you want me to pick all the above? That's your hope? Okay. Okay. Well, all right. So whatever I want. All right. My last one you're gonna hate. which is fine because you might have hated my first two. speaking of activist investors and VC Tech Bros, Figma. You know Figma. We talked we had a we had a show about Figma. the tech bro company where I don't even know what they do. They use AI to help you like build a website. Nobody needs this, right? It's another V you know it's another like t drop college dropout dude. anyway, Figma gets an activist investor, goes this is the headline, exhibit A on why companies don't want to go public. So they're saying that Figma's first year as a public company hasn't gone well. and so so that's the that's the background here, right? Is that Figma's struggling draw cats. Yeah, I don't know what it is, yeah. And already in year one an activist investor is is coming in to go crazy. Forgive me. But aren't they a dual class controlled company? What are we doing? Well, let's talk about it. Yeah. Who do we blame? Who do you blame? Let's start right at the top. cause because you mentioned it. Do you blame Figma founder and CEO Dylan Field? Let me tell you a few things about Dylan. He owns 10% of the company's shares, but but somehow, magically, because we do live in a Peter Jackson Elf and Lord of the Rings world, I guess. he he controls seventy two percent of the voting power. Can you imagine? I've got I've got the one ring and it's got all the power. Yeah, that's everything. In fact, look at the stat. Th there are four hundred and forty-four million outstanding class A shares, right? that's for the regular people to own. He owns a hundred and fifty-eight of them, which is only point zero zero zero zero four percent of the regular the regular people shares. And somehow he has seventy-two percent of the voting power. All right, so yeah. Yeah. Really? No. He's got yeah. Yeah. I think if we ever go public, we're gonna have class D shares and we're we're each gonna own one and they have ninety nine percent of the voting power between And they smell like pickle juice. he's also the chair. So no so not only is he the CEO and the founder and controls of voting, but he's also the chair. He's he he's worth five billion dollars. He made a hundred eighty he had his total summary compensation last year was eight hundred and sixty five million dollars. There's a there's a I found a nominating agreement in in this proxy. There's a nominating agreement where Figma must nominate Dylan Field to be director and include him in the proxy statement. Course. 'Cause he's gotta be. it doesn't sound like enough. every year. They have to. Yes. And the company must this again in the agreement must use its resources to back him up and actively actively convince other shareholders to vote for him. E even though he controls anyway, so and and this last thing about Dylan Field is that w once he was asked h about how he was gonna change the world and his answer was he was gonna he was going to build better software for drones. Forever? To love that. That's convenient. Can you imagine you're given the opportunity to answer the question, How are you gonna change the world? and that's where you go. Did he mean like like low value human capital, like Bill Winters at Standard Charter, or did he mean actual flying drones? Like that's where his brain went. I don't know. These th these are the maniacs getting rich and running our public corporation. I didn't even mention the fact that he's a college dropper. He went to your college. Well he d he didn't really Brown, yeah, I know. You didn't go to I don't tear you don't he doesn't count. Yeah. Attending like one class on modern culture and media does not make you a to graduate of my college. He doesn't count. Because as you know, like that fine Right. I as someone who has an undergraduate degree, I I will tell you that it is not enough to complete a few classes. It is it is the process of of of getting all the pr appropriate credits for your major and and doing your th thesis, whatever you do, and getting to graduation again. That that's challenging. And he d he couldn't do any of it. So he doesn't it doesn't count. Yeah. You need to f fill your graduation cap with like Pap's blue ribbon in order for it to count. He's already a failure. All right. Do we blame the bro fest sausage party that is Figma? So only two of nine directors are women and the top five named executive officers are all dudes. He didn't go to brown. There's no way what kind of brown grad does that? I don't even understand. Do you blame Peter Teal? Peter Teal forced Dylan to drop out of Brown for one of his dumb Peter Teal fellowships. Yes, he's a Teal fellowship kid. Can you imagine that too? Can you imagine that too? Like, look, I know that college is not like super fun for everybody, but I visited the Brown campus. It's very beautiful. I why wouldn't you want to stay? You get to hang out, you get to get high, you get to he's a Teal Fellowship Kid. that explains so much. You get to like date people, you get to you get to interact with w some of the best professors in the land. Like what are you doing? Y Peter Thiel? That's who you're choosing? No, I'm serious. It's great. Can I what does Peter Teal and everybody d the all the Peter Teal people, d every all of do they know that Sauron in The Lord of the Rings was the bad guy? Like why is it they structure everything the same way he does? keep going. This They don't. not to mention that i i i i it j if you finish your degree, they're still gonna want you. Yeah, it turns out you could still start a company after your degree. Yeah, it it doesn't stop. Yeah, you could still do it. All right. Do you blame the total horrible VC blowhardiness of this board? I mean, not only do you have what's his name? Dylan Field, right? Yeah. And Peter Teal like adjacent, yeah. You have VC dude John Lilly from Greylock. He's the lead independent director. Been he's been on the board for over a decade. the long he's the longest tenured. VC dude Andrew Royd from Sequoia. He's he's a member of the compensation committee. And that's important because his Dylan Fields pay was modeled after the pay package after Elon Musk. course. That's ps standard operating procedure, yeah. Okay. thank God. Also, VC dude Danny Reimer from Index Ventures. He's also on the compensation committee. so do you blame just the the total VC why why why are why is a third of the board VC dudes? Why is this okay? No. Okay, well they have an activist investor, so I'm just saying. Or finally, do you blame board member Lewis Vaughn? Well, that's w for a new company with all these Vs that's this is what they do. I'm just saying what they That's what I'm saying. They just is what they do. I don't know you probably don't remember that name. Louis Vaughan he is the duo the co-founder and CEO of Duolingo. Wow. No, I d I I don't. w he said some stupid shit, didn't he? Okay, this is why this guy's important. So in 2025, that was just last year, he shared an internal email outlining Duolingo's new AI first strategy, where Duolingo would quote, gradually stop using people to do work that AI can handle, end quote. And he also said that AI is a better teacher than humans, and that the future role of teachers would would be reduced to providing childcare. He said this. I remember that. Yeah. Can you imagine s okay, it's one thing to even think this, but can you imagine saying this to everybody? yeah, and then and then he and then he blamed the controversy on a lack of context in his original statements. I don't yeah, yeah. Kid What a what a horrible thing to say to a teacher. yeah. Yeah. Yeah. We I read the whole thing. And let me add this too. I I I don't know that there's a d absolutely direct correlation, but when that memo went viral, the stock price at Duolingo was three hundred and eighty nine dollars and now it's a hundred today, a year later it's a hundred and eighteen dollars. They they didn't do a stock split, which would explain that? Even No, no. And I don't know that there's direct causation there. I'm just saying this guy is on is on Dylan Field's board, is all I'm gonna say. Who do you blame? Who you blame? Yeah. Well, here's the th here's my problem. I actually the obvious choice is to blame Dylan Field 'cause he has all the power and all this stuff. But Peter Thiel is actually supersedes Well that's your rule, I thought. He he's yeah. The g the the Yeah, the the godfather incubator. he is the the he's the goose on everyone's shoulder. Like he like i he's he's decamping to Argentina. He's you know like and he's the one who forged the one ring to rule them all and the like he's it's all his stuff. All of his companies are are named after Lord of the Rings, you know, horrible shit from Lord of the Ring. Palantir, horrible, horrible. And Daryl, horrible, yeah. He's the Mark Zuckerberg guy. Yeah. Okay, so Yeah. So you're so what you're say so what you're saying, if we're making a logic statement here, what you're saying is that choose founder, CEO, voting power, controller, dual class share techno bro, whatever, in in all cases except if Peter Thiel is involved, b create created the monster that is the founder. Okay, all right, I'm I'm okay with that. All right. Let's wrap this up. Except if Peter Thiel is involved somehow even adjacently, then it's his fault. Yeah, it's his fault. That was the best show. That that was it. That's it. I don't have any more. Do you have any more? Wait, you're dead that's it? That's it No I don't alright, okay. well, d the good news is Riverside doesn't have any more either. I know, it was just getting good. Thought you had one more for me. I was enjoying I was enjoying playing this game. As as hard as this as hard as this game is to construct, I actually do enjoy playing it. I like blaming things. And I like and I was gonna say I like this new wrinkle. I think that I think that we should have the onus every time we play this game is to add at least one headline where we credit someone for something. it's it's probably the most fun yeah. well I think the credit. Can we credit someone for horrible stuff though? I credit them for That's all we got. That's Hazelnut Rollis, known to his friends as Damien. I'm your analyst on Matt Miss Carly. We are free float. Damien is gone for a f a week starting on Thursday. So we might have shows. It's just me. We might not have shows. If I can maybe get a guest together, maybe we'll have something. that's isn't that blaming? Alright, I don't know. All right. Come on, let's get out of here. Finally week. Come on, get a guess. Come on. If you're listening to this, you want to be a guest, hit me on an email. Otherwise, maybe we'll see you in a week's time. Until later. Goodbye.