Transcript
This is Proxy Countdown. Welcome to the big show for the week of May 25th, 2026, alongside my tag team partner, Matt Muscard. I'm Damian Rollis on today's countdown. BP Ousts a Bully. No foosball tables for the new CFO at Amgen. An activist investor calls a board lazy. Well tower investors decide that they hate named executive officers, one point five billion dollars in equity awards. And on the big vote, Matt talks Walmart, sort of. Right? It's kind of. Yeah, sort of. Yeah, adjacent. Alright, let's look at the filings since May 14th. The headlines. BP ousts chair Albert Manifold over serious governance oversight concerns. Ian Taylor is the interim chair. Albert Manifold is already fighting back to accusations that he's a bully, saying that that those are lies. this is where we're at with BP. This is the fourth. big name to have gone down in the last three years. Chair Helga Loon recently was in fact he replaced him in October. But this is what's going on at BP. I should we just pen in six months from now they have a new CEO or chair or something? Yes. Well, considering the new CEO, Meg O'Neal, first woman to run a big oil company, first external hire, she's not gonna last long. No. Tyson Foods, lead independent director, Jeffrey Schomberger, who's been there for ten years, which basically makes him not independent. Yeah. Yeah, he's gonna become CEO, replacing Donnie King, who, yeah. Right? can she? It's not possible, right? Yeah, you gotta air quotes the in b independent part, yeah. well that's that's easy. That's easy. Just move right over, yeah. Donnie King will stay on the board like they always do. And this is this is the new trend in governance is directors and leading independent directors just becoming going right into the C-suite, belying their supposed independence, after all. And then finally, top stories, Clorox CEO Linda Rendell to step down for health reasons. So SP 500 losing another woman at the top. They're just trading. They're just trading. I was looking at the the NEOs and the board. They're about half women for each. Clorox, do the right thing. She's stepping down for health reasons. Replace her with a woman. I has does anyone ever replace anyone with a woman? Does that ever happen? Not any w d twenty twenty six? No, no. That's silly. Come on, Clorox. here let's look at some of the stupid money stories. bear with me on this one. I I I'm gonna read all of it because I just think it's ridiculous. And I have to. So there's a new CFO at AMGen named Thomas Ditrich. First of all, CEO. I mean CFO getting $19 million golden hello, including five million dollars in cash. Just in cash. Wow. Just to sign up. Wow. He's also getting standard relocation benefits, which means the company will pay for immigration, pre assignment home finding trip for him and his family. Yeah, I'm telling you everything they still have because I really went into this this filing. and then the final travel to the to the host location because he's you know he's he's moving. They wait, they spell this out? The shipment of household goods and personal effects, including the professional survey, packing, surface shipping, delivery, insurance, uncrating, unpacking, in transit storage, and reasonable import duties on used household goods and personal effects. But will not cover this is the one thing they're not covering, and I love this. I love how specific they are. They're not gonna pay for him to send food and perishable items, alcohol, pianos. Major electrical and gas appliances, plants, weapons, heavy or bulky hobby equipment such as such as billiard stables and exercise equipment, jewelry, furs, precious stones, legal documents, securities, money, artwork, non household pets or livestock, planes, boats, motorcycles, and snowmobiles. But they will pay for the shipment of household pets. They will pay for temporary living. Like it's toy trains? Well On arrival in the host location, right? And including the seven days in the home country prior to his departure, and then the 30 days after he lands in the new place. They're gonna give him a per diem for this. They're gonna give him a car rental for 30 days. They're gonna pay for home finding, right, to help him find a new home. And on top of that, they're gonna give him a relocation allowance of $318,000. And this is the this is yet another funny part of this to assist with the cost of any miscellaneous items not otherwise covered within the real location assistance provided that I already read. In as an example, that this is their example. This is what the 318,000 for is for. voltage adapters, electrical appliances. Movement of goods not covered within the policy, ho and then yeah, I mean voltage adapters. That's one of the things three hundred and eighteen thousand on top of Well w what if he uses it to move a piano? What what's happening? What's happening? What what's going on? What what it what is going on in the corporate world? What's happening? Is there an investor somewhere who could say you got five million dollars in cash to to join this company? Can you use some of the five million to move to join the company? It's really bizarre. Although look, I have to agree with Amgen, no one should have to move a billiard table. They're very heavy. That's really heavy. End of story To move Yeah Get your ass over here I I one of the more shocking filings I've seen. Billiard table. Altria Group. Sorry, Altria Group. Salvatore Moncuso is the new CEO. Former CEO William Gifford Jr. will become a board consultant. Now listen to this. He's getting a golden parachute of $21 million, but he's also getting $250,000 a month until the end of the year. So I again, like, what are we doing here? D what is what what well look, it's in twenty twenty six we should be glad he's not executive chair. So let's just count your blessings. Yeah. Right, okay, fine. And then here's a cute one from O'Reilly Auto Automotive. The compensation committee decided to give an ad a two million dollar stock option award to executive chair Greg Hensley. Of course they did. I mean of course they did, right? I mean let's move on. That's enough. Yeah. Voltage adapters. Three hundred and eighteen thousand dollars. What what is that about, by the way? Just just give it to him. That's enough. Yeah. That's a lot of voltage adapters. In addition to everything else he was getting. In addition to the to the five million dollars in cash and the and the sixteen and the and and the and the twelve million dollars in equity. I mean the dude's getting a per diem, though let's not forget. Yeah. Look at If I'm Thomas if I'm a if I'm Thomas Dittrich, I'm buying three hundred and eighteen thousand dollars of voltage adapters and I'm sending them that bill. let's get to our proxy cage matches. I want to applaud Mercy Investment Services, SOC Investment Group, and Trillium Asset Management. So they are pushing to oust former target CEO from boards. So specifically, they want shareholders to vote against the re-election of executive chair Brian Cornell, the former CEO, and lead independent director Christine Lehaye. they now they want to vote against Cornell because what you know, what are you doing there, Brian? Right? This is the thing that Didn't he tank the company? Isn't he part of the reason he c tanked? Yeah. And and then they want to against the lead independent director because i i it it was her decision to keep him around as executive chair. So I I just applaud this. This is just perfect, right? I mean What do we think the chances of this winning are? How good? no, it's impossible. Bradley Radolf, who owns about three percent of a pubs group called Marston, is involved in a proxy cage match with the company. I just picked this one because he he called the board he said the the here's the quote, the board is lazy. I like that. The that's summing it up, right? I mean Jeffrey Sonnenfeld comes out with like a ninety page like a ninety page slide deck, but right? We don't need that. Just that the board is lazy. That's succinct, yeah, it's very succinct, yeah. Wow, Jeffrey Sonnenfeld never says the board is lazy. He says the CEO is laser focused. Laser focused. And if he says laser focused, it's a guarantee you get fired inside twelve months. The CEO is great. Yeah. And then how about this story? Wrap up our proxy cage matches. Lula Lemon settled its boardroom battle with founder Chip Wilson. We've been talking about this a lot. I know you've been covering this story. Here's everything. Here's the trade off. This is again, this is humorous to me, so I'm gonna kind of dive into it a bit. The trade off is that Chip Wilson, the founder of Lulu Lemon, who the who the board last week called a jerk in a scumbag, essentially, here's what he's getting. He's getting two of his board nominees, right? And then he's he's promised an additional one that that he gets to to to weigh in on. I mean i it it it's based on his approval by October twenty twenty six, right? And then he's he's getting an incumbent director to s another one to step down by twenty twenty seven. So again. He's getting two immediately directors, another one he gets to decide on by October, and then another, and then an incumbent director is leaving. So he gets all that, right? which is really cementing his control. And then the company is promising that they're gonna recommend to to investors that they vote in favor of Chip Wilson's proposal to declassify the board, right? The company's is giving in, saying, okay, we're gonna agree to this. We'll declassify. Okay. declassify the board and in exchange all Chip Wilson has to do is agree not to badmouth the company for eighteen months. That's the deal. Really? Eighteen months is all they could get for all that? Isn't that crazy? And again, like just last week they were saying he's a scumbag. So what a w this is the cooperation agreement put out in a filing this week. Look, here's the infuriating part. While Chip Wilson was the CEO and chair of the company, he handpicked most of the board that he's bad mouthing right now. Also, during that tenure, he took the stock from a high of seventy six ish dollars a share down to a low of forty four ish dollars a share. Almost a fifty percent cut in the share price. Why? For the reason he had to step down. That's a lot. Yeah. Which was he said, quote, some women's bodies just don't actually work for Lululemon trousers. That's what he said. And it was such a big deal at the time that not only was he he basically said fat women shouldn't wear Lululemon is what he's basically saying. He said other horrible things, of course, and he was forced to resign. He now thinks that he should come back to the company and Still is, 'cause they're calling him a scumbag. Yeah. He said other horrible things, but yes. run the board again, even though mo we already established that most of the board he picked already while the company is trading at a hundred and thirty dollars a share, which is already above where he had it when he left. So from the time that he left, it has tripled in value since he left. And he is complaining about it being a crap brand and no one likes it. And the reason why no one liked it when you left is because you said fat people shouldn't wear it. What are we doing? Why do we think that this is this is a good move for shareholders? But w b and why that's that was my question. He doesn't I don't think he even controls more than ten percent of the vote, does he? I think he does now. I think he it's like twelve or thirteen percent. But it's not Okay, so why is the board making a making an agreement for the rest of investors? Why not just put this all to a vote? Wha why are they backing down? Because they because they want this they just want to shut up and not complain about the company anymore? That's it. Why not why? Why make a cooperation agreement? Just put it to vote. I don't I don't I can't fathom it. Look, the the amazing part is if you put it to a vote, we know that the index funds just vote with management. They never vote against management. So you're basically guaranteed Chip Wilson's share of the vote, which would be anywhere I the last I saw was maybe nine percent, but I think it's more than that now. Let's say he owns twelve percent of the vote. So now you're asking actual investors whether they want any of these people on the board. Instead Yes. Weird. Weird. They're so worried about the brand destruction that he's wreaking havoc everywhere. He's literally destroying the brand so that he could recapture the brand that he helped destroy. I don't understand what is happening. Weird. let's move over to our vote results table. So I looked at two hundred and six meetings over the last two weeks. They're really coming in fast and very and again, these are all companies with at least a billion dollar market cap. I think even bigger. I'm I forget where our leagues three and four land in free flow analytics, but these are big companies. let's look at shareholder proposals first. Only three victories. out of so there are out of two hundred and six meetings, there are Holy Yeah, it's it's it's big companies, yeah. Eighty seven total proposals, that's not a lot. Only from about about a fifth of the companies. I only represent forty-four companies. And I and I will say by and large, their governance proposals. in fact, I think independent board chair is leading the way this year the most votes, although not winning anything. the wins came from TransUnion, which seventy two percent yes said it call Call a special meet given the shelters the right to call a special meeting. Ninety-eight percent of voters at Owen Semiconductor said yes to a simple majority voting proposal, and then fifty-two percent said yes at Verisk Analytics to have shareholders act by written consent. V Verisk Analytics was a crazy one because in their AK filing that announced the victory for this share of the proposal. They were the only company they didn't even name what the proposal was. They just said it got fifty-two percent yes. They were so pissed, I guess. Which is weird. That doesn't you don't see that. They they were they're I guess they're bummed, the management of Verisk Analytics. the the most was at Home Depot. seven. They had seven proposals. Again, i what's surprising this year to me is which companies are just saying, who cares? Let them all vote, and which ones are are not. Again. I guess so. Yeah. Yeah. That's right. independent board chair got the most, although no victories. The highest was forty-three percent support, the lowest was twelve percent support. Notably JP Morgan, where King Jamie Diamond is CEO and chair. Thirty-five percent want him, they want to separate the roles of of CEO chair. That's a significant amount. 35% of investors don't want Jamie Diamond to be chair. some other notable ones. John Chevin. had a vote up at Reliance requiring directors to depart the board within nine months of failing to receive a majority vote. Only sixteen percent said yes yes to that. I don't get that. Yeah. I don't understand why you would even w how that's controversial. And then this is a really weird one. Next Terror Energy, they had two proposals up. They refused to tell you the proponents of these of these proposals. They said the names of co filing proponents, if any, and address and stock ownership of the proponent will be furnished upon receipt by the corporate secretary of an oral or written request for that information. What the hell's going on there? I don't know what's going on there, but that's v actually I'm no, I'm kind of fascinated by it because y it would force investors to actually vote on the merits r rather than a vote as we know they do, which is on the proponents, right? but d you'd still probably get the same exact vote outcomes, but I do think it's fascinating and also lame. I don't know, it's it's both. No. Dummies. Yeah. Okay. Proponent. Yeah, it's yeah. It's not exactly disclosure. I don't know. I don't know I don't know what the rules are there actually. Pay. boy. I I thought there was gonna be a revolution in pay this year. out of the two hundred meetings I looked at, maybe about ten were over thirty percent. But there were a couple of wins. At Well Tower, eighty one percent said no. And and this is an easy one. Wow, no one likes that, yeah. this is what should have happened at Tesla. that's because the the NEOs wanted a combined one point five billion dollars in equity, including eight hundred million dollars for the CEO Shank Mitra. So share holders didn't like that one. Thermo Fisher Scientific, 68% said no. That's incredible. of course. Didn't he do a Tesla like package? Something like that? The average support for director at Thermo Fisher was ninety five percent, yes. Yeah, the people who set the pay aren't the ones who are culpable for the pay. Should lose your job if that's your voting recommendation. I mean, r honestly, like th that doesn't add up to me. the other big ones, which I thought was notable. Citigroup, forty percent no on pay. Blackrock, thirty five percent no on pay. I I don't know. I find that to be highly significant. Me don't agree. That's I've I I mean I I think that the there you you're getting both sides of the aisle that don't like Blackrock right now. And s and City I'm not sure what the forty percent is, except that they don't like Jane Frasier. But from all everything I'm seeing is that Jane Fraser has done a great job at Citigroup. Yeah, but she's also the only woman leading a major US bank of any kind, right? Maybe and and it's not a memes talk, so it's probably not like up in Tesla category, right? It's just probably yeah. So I I remember when they announced her retention bonus, people got angrier at Jane Frazier than they did about retention bonuses for dozens of other executives and CEOs who didn't earn them at all. So I there there may be some some other things happening there. But BlackRock is less surprising because they've managed to piss off basically everyone. and then finally, the the other area which has been just so sorely disappointing this year is the votes against directors. I I I got I I honestly have like really nothing to report. I mean the the biggest one I found was at Trimble, there were three directors who had thirty percent against. I think it was a nomination committee, but really it's like not r nothing. I I think it's getting worse. I think it's getting worse. I don't get it. I I don't I d I really don't understand. This is the vote that you have, right? Like they've taken away most sheriff proposals or y the ability to, you know, submit them. They've taken away your ability to sue, but you know, through some re redomestication. They've they they've even like, you know, y we've we've voted for directors to no longer be liable, like the the exculpation rules. This is the vote you have left. You have the the vote for directors left. I mean the pay votes are aren't even binding. They're all advisory and even a lot of the director votes are advisory, but at least they have mandatory res you know, resignation turn in your resignation rules at most of these companies. I don't understand what investors are doing. If they're not looking at the directors at this point. What's Even at Welltower, which is maybe one of the maybe the highest bow I can remember ever against Sayon Pain. Again, this is a this is a big company. This is not a a small cap. 81% said no. The compensation committee averaged twenty-five percent no against them. Th this is the the compensation committee that decided to hand out equity worth one point five billion dollars and Yeah, yeah, I don't understand. Shareholders, you'd think they just say like no to all of them, right? I mean, you guys are crazy. Yeah. All right, that's all I got. looking before I hand off to Matt, looking ahead, at meetings coming up next week. The big one really is and appropriately so that you're covering it today is Walmart. Walmart tr basically like a trillion dollar market cap at this point is holding a meeting Yeah, th you guys are nuts. Yeah, vote out, yeah. Thursday, June 4th. I will say I I'm gonna I wanna point out a few things here. First of all, how disappointing is it that 2026 Walmart, which basically created its own city down there in Arkansas, right? Like th their Sheryl Meeting is virtual. Isn't Bentonville basically Walmart? Wow. I they didn't have space in one of their stores to host everybody. They can't like get people together they could hold it in a Walmart. Yeah, exactly. And then and I and I gotta point this out too. The the the the the folksy Walmart that their CEO pay ratio is an astronomical nine hundred and fifty eight to one, which is just absurd. Okay, great. just absurdly high. really just cr I mean borderline criminally high. At least I think the Pope would agree with me. Still less than Brian Nickel at Starbucks. but I was looking at the fine print here. It's it's so high, and yet they excluded over a hundred thousand employees f from mo in figuring out this calculation, mostly from India and South Africa. so so they even had to like gerrymander their own ratio to make sure it it wasn't higher than nine hundred and fifty-eight to one. And again, was this one of the the weird rules about this disclosure that makes me that always kinda pisses me off is that they're just gonna sweep under the rug the the the the the quasi s slave wages that they pay to to c to workers who are not in the US and Canada or wherever. But anyway, that's what's going on next week. So Walmart, the big boat. I'm gonna hand it off to you, Matt. What do you got? Alright, here's what I'm gonna do first and I'm gonna cut this out. I'm going to share this. So you'll be able to see it, but no one else will. Assuming this doesn't break Riverside. Can you see the screen? I'm worried. Yeah. Finally. All right, let's talk Walmart. but actually the way I'm gonna do it this week is v dramatically different from the way I've done it before. well, dramatically. It's different. So one of the things that we've been building is scenario models. One of the things we get asked for all the time is, well, what happens if we change a board member? What happens if we vote out a board member? We've got a slot. What does that do to the team makeup? And one thing that sports has done really, really well. Yeah. I like it. Is basically say, we're gonna make a trade machine that shows you what the team will look like with this player on it. And they can do things like guess at additional wins the team will win or lose by adding this player. They'll show you additional wins per dollar spent on your salary cap. They actually have the advanced analytics engines are fabulous. So what we've been trying to do is build exactly the same kinds of things in our Yeah. database. So using our data. So using Walmart as an example for this week because the vote is coming up. I know it's dual class. I know you know, the the the Wal the Waltons and you know Greg Penner who's the son in law and the the the board is captured. But it's a good case study for some things and how you can model t s certain outcomes. So the way we're gonna approach this for Walmart is actually to take the investors or the the board members on this board and we're gonna say, what happens if certain events happen to Walmart? Where are their strengths, where are their weaknesses in those events? Wow. This is pretty this is pretty dramatic. I mean it's revolutionary. I've never seen this before. Well, so in order to do it, the process I had to go through was actually I had to synthesize findings from I d probably two dozen governance related papers, academic papers, academic journals, papers, whatever. Publications that basically show here is where the board is most effective, here are what's what makes a good board in certain situations, like a cybersecurity attack and board effectiveness paper, or a Or, you know, like some event hits a the company. Most of it is linked to financial outcomes. Most of it is going to be like you know, how earnings are affected by board composition or how team attributes affect the, you know, some sort of return on investment or something like that. But Well, I will say this is timely. I j I just looked at an article this morning. the by far the the greatest concern for CEOs the moving forward, greatest risk is a cybersecurity attack. So there you go. So exactly. We're we're talking about, you know, events that are hitting companies. Is the board prepared for the events? So one of the things we wanted to answer while using these scenario models is exactly that. And in and in fact, the the shareholder proposals at Walmart this year include a report on workplace health and safety governance and a report on workplace impact of AI and automation, right? Like two workplace workforce labor related Shareholder proposals. So clearly, some part of the investor class is interested in how work and labor is going to fare under certain scenarios at Walmart. They are looking for a report on it. So one of the things that I wanted to build into these scenario models is this your current you have a current board. It includes Brian Nickel, John Ferner, the new CEO. I always forget that. Brian Nickel from Starbucks. Right. From Starbucks on this board. Carl McMillan is still on the board. Doug Carl McMillan. Carl's his real name actually. it has Marissa Mayer, who's also on the Starbucks board with Brian Nickel on this board. It's got Stuart Walton, it's got Greg Penner, who are both basically Waltons or part of the Walton family. It's got all these people on the board. Yeah. I didn't know that, yeah. Right. Has a Walton family member, right? the first thing I need to do, we have probably s roughly fifty to sixty attributes per director for every single board on earth, right? that includes how they perform across a number of factors, like how they emplo they they perform on CEO pay or you know paying their employees or earnings or TSR. This includes things like you know, their schooling, their knowledge, their their resumes. This includes factors like how much stock they own in the company or where they came from, how connected they are, a number of factors. So we can immediately start separating a board's strength and weaknesses. So if I'm looking at Walmart, just at as a top line, right? We know that they're you already mentioned this. They're their their dealings at the company with employees is pretty abysmal, right? Like They don't pay them much at all. They never have. They've always had one of the they it's one of the largest, if not the largest workforce in the United States at any given time. and they're and their interactions with the employees have been well documented. Maybe not Amazon level pea in a bottle, you know, horrible, but generally not great. At least a million, yeah. Well, yeah, but they they are known for being the the workforce that needs like government so social w welfare programs the most, right? They they don't they can't just rely on the pay that's given them to Walmart. Yeah. Yes. They can't rely on the pay. That's correct. we know their interactions on the community side have not been great. There have been a number of controversies largely revolving around they go into a community, they kill all the small businesses, and then they pay very little. But beyond that, we know that there's some you know, other community records and and controversies have existed for years and years and years. W we know that a as a board, it's not a democratic board. Right, right. It's not there's no democracy here, right? It's a dual class company. The Waltons run it, they own it, it's everything about them. and that's pretty much it. We know that they otherwise have a diverse cohort. They're not happy to have women or people of color on the board, in large part because there's no threat to the democracy by having them. we know No, no. No. Pretty typical though with a a a company of its size, right? In the S P five hundred? Yeah. Right. It's not atypical, right. we so we have all these factors. So here's what I did. I have generated roughly two hundred different scenarios. The scenarios include a failed CEO succession, audit reporting failure, a CEO misconduct, some sort of allegation, major opera Mm. Right. All stuff that we've covered this week to other companies, really. I mean, yeah. Exactly. customer harm, like a recall. Some of that w will or won't apply necessarily directly to Walmart, but marketing and or deception lawsuit, anti-competitive practices, activists, I cybersecurity is in there. Basically, there the environmental crisis is in there. there are all sorts of issues that are in there. So if I just take cybersecurity as a starting point for us to look at, right? Sure, sure. It will. Yeah. Cybersecurity, cyber attack? Incredible. This is cool. Yeah. Good starting point. I wish people could see this because this is absolutely incredible. I can run a scenario. So right now I'm showing, you know, Damien the screen, but but eventually this will all be available publicly. What we've managed to do is create a basic scoring system. And the scoring system we generated is based on the strength, the the the strength of the correlation in across all the academic papers. So I didn't make up. And I don't say that lightly. Scores. didn't say, well, that's worth a 50 and that's worth a seven, and this is three unicorns and that's a thumbs up. I said, well, show me the correlations of certain board attributes and outcomes. How many times across all of these papers do these board attributes show up as positives? How many times are they negatives? Basically, it's an exercise in cataloging what the academic space has shown. Correlates to positive and negative outcomes on boards. When you do that, and then assigning you know, a weight to that, effectively it's like a score for that, which is the academics most all largely agree, or where there's divergence, it's no score where they agree it's a negative, we say it's a negative, right? When I hit run on the scenario model for a major cybersecurity incident, what you can see. is how each director individually contributes to a positive outcome or a negative outcome. So in the case of a cybersecurity breach, we know Marissa Mayer is on this board. She has knowledge of tech. We know that. Yeah, came from Google, went to Yahoo, right? She was an she was an engineer, she has knowledge background. I can actually look through and say, show me step by step where a Marissa Mayer on the board of Walmart is getting her positive points from. And she has we know she has an advanced degree. She actually graduated from something. you know, we know she is a a tech expert. She has knowledge in computers and electronics according to the Free Float Database. Yeah. She actually yes, she actually graduated. Mm-hmm. She does. we have all of these points. We also know where they're gonna get negative points. In a cybersecurity incident, the audit committee actually becomes y incredibly important. Audit typically takes the role in across the academic research of a cybersecurity incident happens, if there's no risk committee involved, it goes it falls to audit, right? Which would be the case in f for Walmart, oddly, but that's exactly what it is. On Yep. Yep. Mm-hmm. Oddly. Yeah. We know that on Walmart's board they do not have a member in the audit committee who has tech experience of any kind. So the chair doesn't have tech experience. We have a negative number for that, right? It doesn't surprise me. I mean there's very little tech experience in general on these big company boards. But we also know in cyber according to the academic lit that when in during a cybersecurity event that power consolidated at the top, when there's a power consolidation problem, the reactions can be swift but not necessarily good. It actually tends to be a net negative to have highly c concentrated power at the top, w particularly when those people do not have tech experience. Mm-hmm. Well, let me ask you this then, because it's it's something I was thinking about. W when you have a company like Walmart where I I'm guessing but the the greatest influence on the board comes from a family member, right? From a Walton family member, how do you how does one begin to articulate the skills, the the the strengths or or or weaknesses with like a Nepo baby? I right? Like how how do you do that? Well, that's the point. The Nepo baby problem is that they don't have the skills. They they got the job. They generally don't have the skills required. So Yeah. Okay. So y d that's it. They just don't have the skills. Okay. Other than the fact that they represent the family money. That's their that's their That's the money. But turns out in much of the academic research, with the exception of certain events like an activist or or or certain some other sort of fundamental event, most of the events having s share ownership on the board is not correlated with better returns. It actually means that If you're a Nepo baby, you have so much money that losing s you know, short some short term return like cybersecurity incident happens, the stock goes down, so like pretend it goes down ten percent, you don't really care because while you are highly invested in the company, your net worth is not, it's such a f fractional amount of your actual net worth at that point. If you're at Nepo baby level, but but let's go to let's go to the workplace, right? Okay. Yeah. So I have built a workplace culture crisis. This is Again, can I just say that this how cool this is and I and I I again I apologize that people can't see this, but you can you can even see like in green where a der director has positive attributes in red where they're struggling, it's listed out per director, correlating to their skills based on the the the scenario model that Matt is is putting in there. It really is incredible. And again So if I am loath to compliment Matt, but this really this really is a a work of mad genius here. Со іфюранце кульчур кризис. Yeah. Sure. So so now you're and I can see how it changed. So that so he he what he did was he he had a cybersecurity attack in there and he and he's run a new model, workplace culture course, and you can see the data just change in front of your eyes. It's inc I think incredible. So one of the interesting things about in the lit, about a workplace culture crisis, is that actually in women, gender diversity on the board is actually very important to to have independent women on the board during a workplace crisis. W the the lit largely concedes that for only some events, not all events, but gender diversity on the board matters. Mm-hmm. Course. However, when you have an executive who does not have a background in personnel or human resources or dealing with workplace issues, it actually can be a net negative. And in this case Like do you have an example? Is it do you have an e example at Walmart? Well, in this case at Walmart, you have two executives on the board with no background in human resources in both John Ferner and Carl McMillan. Sorry, Doug McMillan. I I keep calling him Carl because I have the official names in the database. but so we know that under this scenario, the thing that will save them is if the Nepo baby Stuart Walton and Greg Penner listen Uh-huh. Doug McMillan. Yeah. Sure. To the women that they've put on this board, and the independent women in particular on this board, Sarah Fryer, Carla Harris, Marissa Mayer, if they listen to those independent women, then they will they can they could possibly get through some sort of workplace culture crisis. That's what the scenario model suggests. Now, this is based on academic lit. It's not based on individual, you know, experiences at Walmart. It doesn't take into account some of the cross. Interesting. know, functional things like the fact that Marissa Mayer and Brian Nickel are connected on this board or who you know what some of the confounding factors on Walmart's board in particular might be. But it's a useful starting point to say, do I have at least the base elements on this board for some for s for to deal with certain outcomes? And now the outcomes we can spell out in Okay. A hundred different ways. You know, an environmental issue. Is there someone who has experience with environmental issues or s settlement analysis? well, it's according to the the model, having Carla Harris on the board, she's a law expert. And if there's an environmental crisis that involves sort of a legal component, she's a good person to have. But Is there? Okay. Okay. Those that's the that's the background for this. This is not giving you anything to do at Walmart in the way that we've done, you know, in the past, but it's giving us a starting point to start to, you know, we'll start addressing this in future shows. How how will they, how can we stress test these companies so that you know how to vote? That's awesome. Yeah. Sure, it's fine. I'll give you something do. The the CEO pay ratio is 958 to 1 vote no on pay. There, there's something to do. Yeah. Is that it? You got anything else? Good. Quick and official. I gotta tell you, again, this this scenario modeling is incredible. I people need to get their hands on this, is all I'm gonna say. That's the proxy countdown for the week of May twenty fifth, twenty twenty six. Join us next week when we jump back into the alternative democracy pool. There's a simple one, yeah. that's all I got. Forever on the lookout for shareholder shenanigans dopey directors, scandalous CEO pay ratios, like we just mentioned, and wayward band-aids. Yeah. Hey ya.