Transcript
Come on. Yeah, feeling and just it is it live from Vanguard Valentine's Day, banquet hall. It's yet another woke Wednesday edition of business bands. Join is always by analysts whole map mascardi. It's a data spectacle. Grab bag called February 14th. Let's just go with that. 2024, the top six-ish stories from our ESG news headline, randomizer and the Kimball must test. Yes, my favorite kind of test? Well I'm here. I'm excited for that test. Yeah, are you gonna take it? Yes, our show today is being sponsored by free flow analytics. The only ESG data platform to measure real board influence and diversity Power jobs. I mean, does a lot of other things, but it does. Look, here's the shorthand it, if you think of a company and a governance failure, right? If you want to know whether or not the governance failure is like to happen, you can analyze the board, you could do a risk analysis of them, you can check them for like, you know, like their performance and you could pick a top performing, team members free flow analytics, lets you do that. If governance failure then happens you can also engage and you can vote on the board member using data about its everything. Does every do that even before? There's a failure. Yeah, it's called Soup To Nuts. Failure stuff. All right, come on, let's do it. Let's get to it. Alright, let's do our show. Lift. Are you an Uber or Lyft person or neither lives? 100% lift shares, pull way back after CFO, corrects major earnings release error, Lift CFO. Aaron Brewer said on the earnings call that the company had misstated its margin expansion in the press release, rather than 5% growth for 2024, it was actually 0.5%. Yes, it's one ZIP zero but here, but here's why I selected this story because this is what we do. We put the people into what do we do? We put the people in the market. Yeah, we're people Market people. Yeah, we talked about the people, Aaron Brewer. She's the currency of, oh, she started in July. With a 19 million dollar package that was a million dollars just for showing up, okay? How big was your golden? Hello. Exactly my golden. Hello? Was you have a job after stupidly leaving your other job. You're very comfortable cozy job. Okay? But here's what happened. She replaced Elaine Paul who served as CFO lift for less than two years despite getting her own golden. Hello package worth over 60 million dollars. So, Matt, this is what the board has learned in two years that when you're CFO quits after listening to yours, you up, the golden, hello package for the next CFO because that somehow was a formula to keep a good CFO around, write something like that, like that, that's what the Geniuses on the board at Lyft have come up with. Well, I aren't have, we been talking about CFO burnout? And yes, this is another reason why it's like this story is that CEOs and maybe part of it is that they know that they're going to get a golden hole package at the next time. Anyways, so really, I mean, and because Matt part of this package is cash, it's just straight, cash Elaine Paul. The former CFO, she got a million and a half dollars in just cash, just for showing up on David choe. Growing up. Yeah, so I did but it does. This is exactly like a sports contract in that way, isn't it? Isn't this like some leagues and, and not in the NFL the NFL, I think, if they cut you, you lose your money, right? But they cut you, you lose your money but but they give you upfront bonuses right before you even start. So to me, I don't know why we we could talk about this as like these. People don't matter to the company or whatever. Except we pay them the same way. We pay LeBron James, which is like a giant signing bonus just for showing up and then we don't even measure their performance. I know. And you know what channels can do here that they can't really do with LeBron James. I guess they could boo LeBron James, but yeah, exactly what is that. Here's what you can do. You can vote out. You could Target the competition committee members, you can vote no on Sam. Hey look, there's lots of things you can do. Yeah, this is like, it would be, wouldn't it? Be nice to know if there's like a data set? You could use to do this to say, okay, board members, Have approved. High compensation, and got nothing for it. Free-flow analytics. Oh, before I get on the next story, make a plug where can where can our listeners vote for us? Are we up for some award somewhere? Oh man, we are up for The, A Team, ESG Insight Awards 2024. That's not a make. Believe thing. That's a real thing. It's a lot of words, but they Google. What if they Google ESG, if you Insight team? Yes, she Insight Awards, right? Like you'll find us we are up for best governance, state of Provider, that's the best well that for best. We should get that one and then we've been nominated for best unstructured data provider and they don't know. That means, I don't think they call everything that isn't like a data set that like, you know, somebody can put neatly into a spreadsheet in the same columns, like, I don't know. It's like unstructured data is like we used natural language Pro. And machine learning. I so now they call us unstructured data, but I don't care. I want to win both go vote on both for us. And part 45,000 of our series called, do people who run the companies matter? See that's again, that's what we do here. We talk about the people open AI CEO, Sam Altman says, It's not fear of Killer Robots, that keeps them up at night. Instead, it's the Technology's ability to derail society. Insidiously and subtly from the inside, is it wrong that I prefer if it was killed robots? This is not. I think I would, I think I would take the quicker option at this point. I don't think I want to linger around as some like, dystopian HBO series is happening and people are like trying to steal my kidney beans. I just, I want to be done. Okay, rather than the Terminator. Shoot me in the face, just get over with I went to over and McGill. I'm not fighting anyone for a campaign. You literally are not know. He also said he says, without adequate International regulations, the song. The software could take Society by storm. When very subtle, societal misalignments are not addressed Altman. Said, so again, he's doing that the thing that they've been these Tech Bros who, who, by the way are making a lot of money off of this little game. But what they've been doing for years of saying, okay, you figure out how to regulate us, we're destroying the world. We're gonna destroying your children, and we're destroying the planet, whatever we're doing. But you the rest of you figure out how to put up the guard reality. Because, because either we're gonna have dual class structures where our board members don't matter. Or if our board members do what they're supposed to be doing, according to the bylaws like it open Ai and they try to get rid of me, I'm going to protest and throw a hissy fit. I'm not gonna leave anyway, and we're gonna fire the two women who spearheaded getting rid of me, right? I mean, isn't this sort of like, if you like, got in a bar fight in college being like? Well, it's it's my parents fault for not giving me. The rules to not punch, somebody write that happens. I'm sure if I I'm sure that excuse has been used at certain colleges and doesn't work, like we throw them in jail, right? Like we put it but this is the same thing. Zuckerberg does all the time. He's like, you know, like, oh China like what? So just they'll all do this. They'll give you the enemy. Like, China is gonna take over this country if we don't do it well and then they'll simultaneously say, but while we make money destroying the universe, it's really your fault. For not giving us the parameters to. Not destroy the universe. As if like, morality is somehow like like that wasn't part of this equation. Like, we are, we're hell bent on destroying the universe. Is your thought that we're doing it. I like that the tech Bros, the one company, the one country, they use that to say that it's going to take over. Our country, is the country that has never tried to take us over. Not one time. Yeah, one time. Yeah. Oh and related news. Bill Gates was asked what would he ask a Time Travelers. Okay. What if he could ask the time travel or anything? What would he asked? And he said he'd want to know whether AI eventually doomed or helped human. Oh this is all so going on you understand it's an awkward thing to watch. Okay moving on. This one's gonna take a while you might want to take a break. All right, I'm gonna sit down. Okay. A Boeing 787 on a transatlantic flight turned around after eight of its nine bathrooms stopped working. First of all, before I get deep into the story. If you were a passenger on that, I know you don't want to Flying anymore, but if you were a passenger on that Boeing flight and ate at a nine bathroom, stop working. Would you want the plane to turn around? Would you want to just keep going? Well know, here's the real question, which is preferable the side of the airplane flying off mid-flight or not having any bathrooms on the flight. I don't think our data addresses that issue but doesn't really well does address this. Okay, I I looked into the data for Boeing and I figured out the there's a reason why there are nine bathrooms on Boeing flights. Oh, I like this, you're going to tell us and here's the reason because there are 13 directors Uh, okay. Okay. You want me to do the yeah, I'll do the ESG bathroom. Matthew. I'm an ESG analyst. I've been in this game for a long time. I'll do the math for you, okay? Okay. All right. Bear with me. This is gonna, it's gonna take a while, but, unfortunately, I have time, but it gets somewhere. All right, first of all, three directors are named, Dave CEO. Dave, Calhoun carrier, Global CEO, Dave, Gatlin and former GE Vice chair. Dave, Joyce CEO, Dave was also Vice chair at GE at former GE director to that 47 and you have the membership of Boeing's evacuation agreement which was ratified by Cheryl, was the three days and the other GE guy. Steve, Mullen Cobb share one bathroom. Okay, I said that quickly. But the point is the point is that three days and a Steve who all have either a Dave, or a GE connection, share a bathroom. Okay, are you okay? Yeah, I didn't was this in a fight like yes, that means that eight bath. There are eight bathrooms for the remaining nine directors. Okay, you must be so far, sure. I mean to say yes, okay though there are four women on the Bowling bored. They share a second bathroom. I mean, this is Boeing. After all, this ain't woke Anheuser Busch men or men. Okay. So these are women who identify as women or is it like their birth identification doesn't even go get in that far. That's even that idea. Okay, seven bathrooms for the remaining five male directors, okay? So all the people on the flight, right? I don't butt in here. So what's the and I think, okay I think I get what you're saying. You're saying so what's the problem you ask right? Seven. That's what other remaining five male directors. Well, here's the problem. That one of the broken bathrooms was the women's bathroom. Oh, no. Where are they gonna go? And this is where Boeing director Admiral John, Richardson stepped in the former Chief of US Naval operation cited, undisclosed National Security risks when women use men's bathrooms. So he ordered the plane to turn around. Okay. Wow. You can't have power. Yeah, you can't have women using men's bathroom. So when asked to elaborate Boeing director Admiral Richardson, who who actually chairs Boeing special programs committee, right that real thing. Yes, things are in here. Cryptically said Quote, the special programs committees principal responsibilities include reviewing the operational aspects of Boeing programs which for purposes of National Security have been designated as classified by the US. Wow. So we went through all that to get to the fact that the bathroom issue was classified, really what we're talking about. All right, I'll let you decide whether or not you want to keep that part. It's gonna stay in forever. I want to run. Let's get some Tesla updates. No, let's not get some Tesla, always incredible Tesla updates which begged the question does the Tesla board do anything? Like are they even alive? Are they mannequins? You think, are they? I think it's like here. Yeah. All right. Are they like the characters in The Wizard of Oz? Like, one of them doesn't have a brain. One of them doesn't have a car, even though all of them have a lot of money though. And speaking of which here's the first headline, Tesla board silent as investors await next steps. After court revokes Elon musk's 56 billion dollar, PayPal package Matt. It's been two weeks, two weeks and the boards. Let's not said a word, I shot, but this is pretty big news. I mean this is huge. It's a huge thing that happened in the board is still silent. Look they're they're really busy right now. Crashing 75 billion dollar. Pay package that gives him even more control of the company. As my daughter would say this is literally your job. Yes it is, your daughter should be on the show. Yeah, next Tesla headlines. Some cyber truck owners. Say their Tesla's are starting to rust in the rain. First of all, there are cyber truck owners. Yes. Second of all, Matt, it's raining on the side and they're Rusty. Rain seems like I should have figured out, see the humor in that one then you're yeah that's good life. Maybe they can't see the humor in that. Maybe your Tesla director the next headline. Now we get to little dark so I, you know, forgive me. But this is Tesla Tesla driver says he's not sure if he killed a pedestrian because he was on auto pilot claiming that he can't remember if he ran her down or not, if he did. He says he must have been on autopilot and checking work emails. No, I don't like this at all. Okay. I don't know the real story about that. That's a real. Yeah, well, and that's his real defense. That's his real defense. I just wait until they have the defense of wearing the Vision Pro while doing the auto pilot running over everything. Yeah. I mean they just had a Super Bowl ad with anti Tesla Tesla's running people. Over with their fake self-driving, right? Well, not to get serious for a moment but it does it. Eventually will ask the question the courts. If this if these lawsuits work is is was your CEO distracted or not running this company and did your board care, right? Because this the CEO at Tesla is the CEO of 17. Other companies. Look, the fact is the board's job is to be guardrails on stuff like this. It's to say no firing your CEO if they're so busy. That they're doing other things. Can't do five jobs because you need to focus on the one that could kill people. And number two and is your responsibility. And number two, you can't launch something called Full Auto self-driving. When it runs people over, doesn't have regulatory approval is not actually doing speaking of which the last test headline, Tesla employee, Who Loved Elon Musk. He was a, he was a devoted fan of CEO, Elon Musk. He was reportedly killed by full self-driving. If confirmed the crash could be the first known death, involving the feature that the sad Tangential. Tidbit to the story is that full self-driving is an optional 15,000 dollar add-on and this guy who got killed by it received it for free with this employee discount. I don't like this at all. Look yeah. Do you think that people will still? I mean, this is an employee who loved Elon Musk, I think people like I don't know what's going on. This is a broader meta question, but like this obsession with Trump, forgot we got Bill Ackman, you know, like, spewing whatever and has millions of followers on, on Twitter. We've got Elon Musk who people just venerate because well, are we like desperate for like some billionaire? Massage billionaire Daddy. Yeah, we just, what is this? Because it's like, why do we keep loving this? This person, I smell a Jesus metaphor. Coming. Are you about to launch into a Jesus? Well, we know from the Super Bowl that Jesus washed feet, I don't see Elon Musk washing any feet. He's sort of running them over. To be fair, I think we've all washed feet at least once in our life. Oh that's true. Glass Cliff. CEO alert. Incoming CEO, Joanna Garrity will have to address jet Blues, reliability and cost control problems. JetBlue Matt is still losing money while larger Airlines have returned to profitability so glass Cliff CEO alert, possibly a JetBlue. I do like for now. Right, what's that? She's a lifer right? Isn't she? I do want to point out something about Joanna, which is exciting, because I think maybe this is the first time one of my predictions came true. Not only that she used to be CEO JetBlue, but she was actually Chief people officer. Oh, no, I made this prediction that. Eventually the, eventually, the chief people officers would rise and take over CEO roles. And so it doesn't actually surprised me that. It happened it in the airline industry where every day there are headlines about, you know, flight, attendants unionizing Pilots, you know, threatening strikes. Yeah but okay, ready for this. I want to build up a little suspense because I'm going to make a prediction right now. Are you ready? Yeah. Here's my prediction, the first thing that goes wrong at JetBlue is blamed on d e. I but she's been there since 2005. But she was Chief people officer. It does sound very does sound very womanly. It's like only a woman could have that job in them and it must be a woke company. And, you know, they're going to say that she was put in this position because she's a woman. And now that they're now they're failing. Like, like, there are already failing. Let's just, let's, let's get that straight, though. That new ones, does it never just being woke. And finally, let's wrap up the Super Bowl, the Super Bowl happened this week, and who was the winner in case you missed the game, I saw the game, man, the winner Kansas City chief know the wrong. The winner is, is the hunt family. It's Clark hunt. He's the CEO and owner of the Kansas City Chiefs, right? Let me tell you a little bit about the hunt family. Yeah. But if you second, I could spare again, this is a hunt family. They own the Kansas City Chiefs. They won the Super Bowl to see EOS Clark hunt. Clark is a nepo, nepo baby. He's a double know, a double nepo, and sweared his dad, Lamar Hunt, not only his dad create the Super Bowl. I mean talk about a nepo baby. Write his dad created the Super Bowl but he was also, of course, the owner and CEO of the Kansas City Chiefs. So that's a easy handoff right there, right? No Punisher. But she didn't, she is not the he's the first nepo, right? That guy is the first step I'm getting to the I'm getting to it. Okay? Sometime, yeah, he's back, he's back. You need a lot of time. Let me tell you a little bit about Clark's dad. Lamar Lamar and his two brothers attempted to Corner the silver market in the 1970s behind the government's back. Oh wow, they amassed up to one third of the world's silver market, right? The and the US government did not know about this and things were going well, until a little thing called Silver Thursday happened in 1980 when the silver price collapsed and then the brothers filed for bankruptcy. So there's a nepo failure. Baby story. Nepo fell upping. Notice that they get that they file for bankruptcy. They tried to cheat the government, but they still somehow keep a football team that Kansas City Chiefs. But okay, let me just finish the story. Let me tell you about the the nepo nepo part of it. Let me tell you about Clark Hunt's grandfather. He's where the money started in this family. His name was h. L hunt. Of course he was an oil tycoon, duh. Okay, yeah, all right. Let me tell you a little bit about HL hunt. This was a man that Malcolm X himself referred to as a white supremacist called my white supremacist. Not a great look. Yeah. And and one of the, one of the reasons there were several was that he HL hunt wanted to deport all black people back to Africa. And this was not, this is not the 1830s. This is the like the 9930. Yeah, the 1930s. So this is, this is the, the grandfather who owned, who started the, you know, the family that started the Kansas City Chiefs, not only that but HL hunt was all. So, a bigamist, a legendary Gambler Gambler, and according to the FBI, he ran a prostitution ring. Oh no, no, no, no, no, no, no. Ladies and gentlemen, the winner of Super Bowl. 53 is the white supremacist pimp failure, nepo, bigamist oil hunt family. I mean, this is, this is If you don't love this, you know, you don't love America, right? Don't love America, that's all I got. All right, let's move on. From all of that to whatever I'm doing. All right, are you ready to take a test? Yeah, I'm excited. This is a, this is not a hard test and it's not really a test for you. It's a test about something else. Here's the headline, BlackRock, expands voting Choice program to millions of us retail shareholders. In fact, sounds exciting, I got gifts for nobody, except for us. But I did get my email today because we own some ivv, which is black rocks, I shares, S&P 500 ETF it is. The largest ETF I think in the world it is like you know by assets under management. It's the most widely used. It's a simple ETF really low cost and just owns the SSP 500. What they've done is, they've opened up something called voter Choice. Voter choice is, we are going to allow you to Glorious retail investor to choose how vote's happened with your shares of the S&P 500. This is A pilot good for us, right? I mean we could help retail investors with these choices. So it does sound good, sound good? However, okay. You cannot actually pick what you vote on. Like, you can't be like, so you can stop. The, you can stop the commentary right there, so you don't actually have a choice. So you get a choice of six options for someone else to do the votes. That's your choice. Like, this is like in the presidential election, instead of me going to the ballots to vote for, for president, I could select. Like I want the group of librarians to vote for me. I want the police officers to vote for me. I want the people who run, the 7-Eleven, that kind of thing would be more like that. If Six options were run by six different groups but the six options are actually run by three different groups, those groups, being black, rock ISS and glass Lewis. Oh, okay. This has along with the whole duopoly Monopoly scenario. Exactly. Yeah. So here's the list of. So, basically, what this is, is they're gonna give you a pass through where you can choose policies developed by BlackRock is or glass Lewis for them to execute a vote. And those policies are supposed to be aligned with certain objectives of investors. Not all investors clearly because there's only six options, but yeah. Some the the black rock is just a basic Black Rock stewardship policy. Effectively, what you're opting into is Blackrock continues to do what it's always been doing with your shares, which is due diligence. They do whatever they call due diligence and then vote for every single directors. So, they was this. So it's kind of like forgive me for, for this. Very integrated reference, but it reminds me of there's an episode of Seinfeld where George could stand to. He just gets angry and that, that makes it at work and that makes it look like to his boss. That he's really busy. That's correct. And that's what's happening over at the Black. Rock Studio stewardship, team right there. When their bosses walked down the hall, they just get the yellow things, they throw their pencils around. They don't have to yell that every time. Someone asks them their spreadsheet close to go like that. You have to go. Yeah yeah. Just put it on the desk in the corner like you have to act flustered but in control all the time and then the boss says, well we still looks like you still supported 90% of management, proposals. But we're you were doing something right, doing what you did. Some do diligence? Yeah, they said, well, did you slam my lap top clothes that day in February? It clearly I did something the other options here ISS is offering a socially responsible investment policy. That sounds good. I like that they're offering a Catholic face faith-based policy. I don't understand that one. It's basically if you're kind whatever yeah the Pope's been apologizing a lot recently as a part of this is a part of that. No apologies. Um and then they are and you'd think like in the policy it's like vote only for Catholics but it's not. It's I'm in for that. Yeah. And then a global board aligns. Oh this is like the George Soros Paul says well it sounds Global. It would be listed ships. Putting chips in your in your but it's not it's actually Shake. No actually the summary so Black Rock generated a summary document for the global board aligned policy at reads like this investment managers and institutional investors, this is who it's supposed to be for of all sizes. Who generally He follow the board's, recommendation around environmental and social matters. Generally, that means you just say no to anything environmental or social, because that's all the board ever. Says it's never said yes to anything. And then glass Lewis offers a benchmark policy which is a, you know, General governance, Benchmark, whatever. It's the same as everybody else is a little bit, a climate policy. Well like that and a corporate governance focused policy. Oh perfect for me. Okay. That sounds better, right? That's prioritize perspectives designed to comply with their fiduciary. Duty to drive performance and economic value literally duties. In the, in the right up there. Yeah. All right. So, here's the Kimball musk test. Let's do it. The Kimball must test is every single. One of these policies has a section about independence and what a director what kind of directors consider this? Oh gee. An OG corporate governance. Factor board in the basic governance. Yeah. And And it turns out that in fact, all of the ISS policies, all the glass, Lewis policies and the BlackRock policy. They each have one definition of independence for all all the policies they often. So it's not like it's different for the Catholics or the social responsible investors and not that, not to be not to, you know, jump the gun here not to know. I don't want to have a spoiler here, but I would assume that Kim would fail, all these tests. He's the brother of the CEO, Elon Musk, the brother, the brother, let's find out. Okay, um, so the first one up is Blackrock. BlackRock offers says this Independence, is someone would be considered not independent, and they might always might the edge of himself, might vote against them. If they have an other interests business, or relationship, professional, or personal, which could or could reasonably be perceived to materially interfere with the directors, ability to act in the best interest of the company and its shareholders, that would be a vote against, Kimball know, that's that. That does sound like that would be the right answer. But the right answer is no, they voted four, Kimball every opportunity, I don't understand. So, okay. so so while BlackRock doesn't say we vote against or force, not binary, They, they don't Define. I'm already confused. I basically a relationship, which could reasonably be perceived to materially here with the directors ability to act in the best interest of the, I mean, A shareholders are in written in their share. Yes, I'm just already, I'm already confused, but the war Kimball musk. What's interesting to me is they write about like if you have a relationship, professional or personal, which could interfere with your ability to represent shareholders and they say Kimball musk buy their votes, Kimball must does not have that relationship. Well according to the Delaware Chancery half the over half the board just you know, has that relationship that could interfere. I'm a pretty sure according to Elon musk's mom, that he might have that, yes, that and Dad and other sisters and brothers. And he doesn't have the dads a little insane. Okay? All right, let's go to ISS. All right, I assess says boards, should be sufficiently independent from management and significant shareholders to ensure the arable and motivated to effectively supervise Management's performance to the benefit of all shareholders. Okay, makes sense and then they say you are independent you're not Independent, I should say, if you are a quote, immediate family member, okay? So, Kimball musk, which follows the SEC brother definition of immediate family. The SEC actually defines what an immediate family member is for us. So we don't have to think, is this doesn't have to think here, they just use that. Do you want to know what the sec's definition is? Yes, here's the. You have to say yes because I'm going to tell you anyway. The sec's rule is an immediate family member includes the spouse or life partner, okay, and children of an Insider. Well you know Elon has lots of children and any relative by blood or marriage of that inside or spouse or life partner. so, this is basically anyone related to The Insider Residing in the same household of the inside, is that true? This is as he sees definition sees definition, which means, Kimball must have to move into elon's house permanently, and be claimed as like a dependent on his tax forms in order for him to be. So, my family, my brother, who lives five about five miles away, Yeah, would would, if I had a company put them on the board would be could be considered independent. Yeah, he's my brother. My brother, he's not in a who I share more genetic code within anyone in the history of this planet. Yeah, according to sec, I got an immediate family. I don't I don't understand. And finally glasses policy glass Lewis has, you know, this is the corporate governance Focus policy. This is right right from the court. This is a home run. This is the boat against one home run. This is no way inside the park home, run, whatever out of the stadium. Whatever it is. It's a home run. Whatever your sports metaphor is they would consider Kimball musk to be in Affiliated directors. Like he's not Insider because he's not like part of the company, he's in there. That's a director, as a material Financial familial or other relationship with a company or its Executives. That's not an employee of the company. That's what. Messi. I would call that outside related and glass Lewis recommends voting against an Affiliated director if good. Oh, ellipses dot dot. Okay. Yeah, an affiliate or Insider is on any of the key committees. Kimball I Kibbles not on any key committees, right? Or an affiliate or inside or on any of the key committees and there isn't Independence on that committee. Okay that's weird because unless it's a controlled company you have to have Independence on all those so that that one is sort of so that's a fake. Yeah. It would have to be on the audit committee for what's class was doing there. That's kind of being faked their right. They're kind of well but just sounds real. Here's another one. Okay, cuz there's three options, the class Lewis gives you. They might this Affiliated directors. If The director. Or a director who's immediate family member or the firm at which the director is employed provides material, Professional Services to the company in the last three years, that's a related party transaction. So if Kimball musk's company did all the catering for Tesla. In the last articles it would be vertical catering. I think he runs vertical well, he vertical Farms. You fail. I think he failed at a vertical farming company in Brooklyn. I think. Yeah. Well, the cowboy hat was really what did him, but so you actually have to be It's not enough that kimbal musk is his brother in this gonna say that he said, I've already stopped. I mean, it's his brother but, okay. According to Glass Lewis, this, he would fail this test too, right? He does not fail this test, you're not. Yes. I mean like he's selling still independent so far. He's still independent still independent so far or just an Affiliated because on the right key committee and he doesn't actually sell his vertical green beans to Elon two Elon himself. Correct and that. So, we have one final chance here, a final chance in your voter choice. Now remember, I am now, electing a voter choice. I am going out to the world and saying finally, I can pick these directors, I do not want someone's brother on the board, making decisions with their brother, about my money. I want I want somebody independent representing my interests, their glass Lewis corporate governance. Focused policy is our last chance because we've already ruled out everybody else. It's your last option, and it sounds like this if The director or who's immediate family member engages in. Airplane. Real estate or other similar deals with, with the company. Oh, well, it's not kind of like the second, if it's like, if they do us a materially, a significant amount of business, what they're saying. It's not, it's, it's what they're saying is, it's, it's perks what they're saying is, if Kimball musk owns an airplane and gives it to Elon to use. Well, that's very, that's a very narrow definition. There are two, there's only two perks here too, airplane. Real estate or similar deals. I don't even know what a similar deal would be. So like, I guess what airplane. Yeah to my Beach. And now I'm not just Affiliated directors I there's a material. Sort of trade does the man who up until a few weeks ago, received a 56 billion dollar, pay package is the richest man in the world. Does he need to use his brother's airplane? Does his brother. What happens if Elon, let's Kimball borrow his airplane? Well, of course, Lewis there, it doesn't matter. I mean, it doesn't last Lewis is really saying here is that they don't care. And this isn't just the glass, Lewis problem, because we've already eliminated ISS and BlackRock for not considering kimbal musk a threat to the independence of. You know what else? The board? You know, what else is policy fails at all these policies? Phil is that they don't even care about the board. That's correct as a whole know, that they're willing to say that. Kimball was fine. Not withstanding. Any due diligence to articulate the independence of the other board members? They don't have any measurement of the board members individually or as a whole for get. I mean like they are basically effectively saying we're gonna set some preconditions about what Independence are that have nothing to do with real life Independence or the board as a whole for Independence. They just rely on someone else's standards, I, they're done. I give glass a little cray here because at least to me, seems like what they're saying is, I don't care. Leave me alone. Right. Like we're not gonna vote against directors, we don't care. The CEO is King just just stop, right? Isn't that what they're basically saying? Yeah, that is what they're saying and and but it does BlackRock very nicely in their summary. Lays out the percentage of times, inside this fund that these Options would have voted against management. Okay. And it looks a lot like ESG e&s shareholder proposal support. Would be the only one where you see any material difference. In fact, glass, Lewis is Corporate governance. Focus policy. The one we just talked about less than 1% of the time. Do they vote against management? Yeah, that makes sense. And again let's let's remind the audience that it's glass, Lewis ISS and BlackRock that the anti-woke are angry about because they think there's a woke cabal going on here that supports the hippies trying to take over Starbucks. Right and not right. That don't support management, they don't support capitalism. They're trying to up and up Earth, you know, the are society as it is. So I'm going to leave you with this. I'm going to drum roll and then I'm going to play us out. Which policy is the focused? Um, well. I think that because I'm going to play the role of the anti-walk here and I'm gonna get triggered just by words and I'm going to say that the woke is the one that says socially responsible. That sounds like it's too many women in black people it would sound like that but you're wrong. Oh the real answer is Catholics. Know. Okay, there you go. Cath of all people, the Catholic offense, the Catholic 77% of the time. They vote against management for Port opposition. 77%, they support pns proposals 76% of the time governance shareholders. Well, they basically are anti-man across the sense to me, because the Catholics are doing their Penance. I don't really understand, but they've been a polishing for all the crap that they've done the past. So maybe this is part of their penis, right? It's self flagellation. Yeah, that's you. It's hazelnuts. We are free float. Come back tomorrow slash today for proxy countdown where we're covering the Starbucks slate. And then on Friday, we'll wrap up the week until then good. Bye.