Business Roundtable Boards, plus Victoria’s Secret and vote roundups

This is proxy countdown. Welcome to the Big Show for the week of May 11th 2026 alongside my tag team partner. Matt mascardi, I'm Damien Rallis on today's countdown, Proof. That Berkshire Hathaway has always been fake frugal. Companies following their own rules. Victoria's Secret. Rejects a Brett blundy. A wrap up of 150 meeting results over the past two weeks and on the big boat. Matt, accepts my BlackRock JP Morgan Northrop, Grumman Home Depot meeting challenge, although maybe not a pretty Good to our top stories. So we were off and we had two weeks to cover it. I don't know if this is a consistent pattern with his time of year. Maybe. Because they're busy with meetings but it's like nothing happened. A scoured. So many AKs and like, I don't know nothing. Then you mean like the results were an interesting? The results. I'm gonna get to the results later but in the in the traditional item 5.02 were, they announced like director and executive changes, there's no movement, there's no movement but maybe maybe that's just because they're busy with other stuff. Let's start with Berkshire Hathaway. There's a CFO transition, Charles changing is taking over from Mark Hamburg. First of all, Chang is getting a annual cash seller of 8 million dollars. No CFO anywhere makes a 8 million dollars in cash but second of all is what I want to focus. I think they do now. Okay well now sir, the second one is the former CFO stepping down. just getting a. Perk until 2037. Every year. And if he dies, his wife gets his spouse, his spouse gets this. He gets up to 30 hours a year on on a mid-sized. Net jet aircraft. Worth up to about a half a million dollars a year. Basically, they're going to fly him around wherever he wants for the next 11 years. What? What happened to the, the frugality, the like the folksy. Oh, yeah, I have a Diet Coke and McDonald's. Kind of actually it's funny that you're worried about that. I'm, I'm worried about the fact that the flight from New York City to like Los Angeles is six hours. He can only take that flight twice a year before he uses like his entire year allotment. Well he lives in Omaha so he won't be going from LA to right so I have trips. It's Emerson Electric, they found a third woman for the poor Jennifer newstead. That was that's where they find her and a lot going on General Mills long tenure directors, Steve Adlon is stepping down. He started in 2004. There's a, I noticed a little bit of a trend with people being on boards that really shouldn't be that they have a new CEO Dana McNabb. She's been at the company since 1999 and she's also going to become a director. I don't know why they need her on the board. That's it. I don't know. Those are the big stories but I also have some dumb stuff that I noticed. Like, for instance at do common, Mark, kaler has been appointed as a Class 2 director serving a term that won't expire until 2029 about that. So, No vote on him know nothing until 2029. Well, that feels like a long time away but it is only three years at your points. So At trade desk. Samantha Jacobson is resigning as Chief strategy officer, but will stay on the board again. I don't, I don't really see the value of that. Supposed to be an independent oversight of man, I'm just sort of like I I'm just perpetually flabbergasted by That keeps happening like at some point. You just start to think like just like with dual class shares. I I refuse to think that they should exist, but they keep existing and then you just kind of throw up your hands and you're like, I guess this is where we're at. It's like us and maybe Jim mcritchie or the were the only people who don't take this for granted as yes. Yeah. At oxidant Dental petroleum. I feel like you talked about this recently a different case of this so Vicky Holub is stepping down as CEO. She's being replaced by Richard Jackson. Vicky staying on the board. Of course. Now, here's the funny thing, Richard Jackson was added to the board on April 30th. despite the fact that he's not starting a CEO until July, They had a meeting. The next day, I May 1st and he wasn't up for a vote. That one. Right. I just don't get that. You had a meeting right there. Yeah. You had a vote right there. I'm a little bit confused because they had to just wait one day to get a vote, right? Maybe, maybe he was gone that day. I don't understand that he had a prior engagement, Plains, All American pipeline, they added, Cynthia Taylor to the board. I like this one. The former CEO of oil States international will join the health safety environmental sustainability committee. That actually, I've seen that a lot of places oil and gas, she is somehow environmental safety and then three companies did the right thing, wet energy, WBC energy. Gail klappa. Having having reached the applicable retirement age per the corporate governance guidelines is has completed his Service as chair of the board, and it's stepping down. Completed his service, I like the way. That's that reads, Commerce, Bank shares Benjamin rossier, the third retired, due to the mandatory retirement. Retirement requirement, I didn't know that happened anywhere, that's good. And then the TTM Technologies John Mayer resigned. Not he John Mayer, I don't know probably not resonation was required due to his attainment of the mandatory retainment age. I don't know what that dictionary there. But yeah, can we can we can we dispense. It doesn't all have to be legalized. It does this. And of the mandatory. I feel like this is a shot to Apple who, as an example is always ignoring their own rules. They say, yeah, twice for on sugar two, he said in the board was obligated to accept his recognition per the company's corporate governance. So they that in they don't have to retire but you're we're obligated to accept your supposed to do this. They literally wrote that down. Yeah, let's move over to our proxy cage matches. I'm going to start with one then I'm gonna, I'm gonna let you describe the other one. It's swatch. Swatch shareholders, reject activist investors bid for board seat, but I hate that. That's the headline because the reality is, is that this is a guy named Steven Wood who he owns about half half a percent of swatch. He tried to get on the board. He was actually backed by ISS glass Lewis. Of course, Swatch said, he was not suited to represent shareholders, which, I mean, he here he is a significant shareholder but put that aside, right. Yeah, other than his shareholding. He's not suited. That's and I would love to actually just like the so-called meritocracy, which we all know is fake. I would love to actually see the criteria that makes you suited or not suited to represent shareholders, because there's no number for that. There's actually a vote too really, right? And yeah, I mean technically, the corpse of OJ Simpson could try out and they could vote him in, right? I mean, I don't know, I don't know that, you think. Yeah, but here's the background is that there's a dual-class share system. Yes, even a switch Swiss companies. So the the Hayek family, Controls 40% of voting rights, despite, you know, not controlling that money in the actual shares that that has helped CEO, Nick, Hayek and chair, Nayla, Hayek, both Children of the founder, Nicholas Hayek, maintain control. So really, it's not shareholders rejecting, the activist investors. See it's the it's the two nepo babies of the founder. So I just, I don't know, get your Reuters kind of get it right. Right? And fairness say, are all. So shareholders. Yeah, sure. But they, but they're, but they have fake. That's fake. Share. I don't know what is it? They have not real shareholding. They have mostly fake shares, all right. And then if Victoria's Secret and try to sum this up quickly, we covered this in too many too much detail for a Friday show but Victoria's Secret rejects activists and investor Brett, bloody's board push. What's the background there? I know he controls like, 12% of the shares. Yeah, he owns a significant portion, There's more than 10% of the shares. He's been trying to get board seats for a little while, actually, since even before the latest CEO was appointed and he wanted, I think initially four board seats. And since he wanted to put himself on the board and this was the big reveal, he wanted to put himself on the board. In Victoria's Secret has been negotiating with him. The board has been negotiating with him, he's called for the ouster of the chair, and a one-one woman, Maryam Nancy, who he claims is responsible for a bad acquisition of online, you know, retailer. Okay. But Victoria's Secret's board has rejected his appointment to the chair him joining the board itself because the reveal was there would be too much reputational damage. From the fact that at every company or a company sees control, there have been allegations of rampant, sexual, harassment, by Executives and at companies, he's controlled including in the employee policies now. Yeah, the result of that rejection was he's gone full activist, he's now no longer you know trying to do something with the board. Now he's saying vote for my candidates Victoria's Secret accompanied with Female power. The board is dominated by women. So these Executives and Brett Blondie's is the chair of the board of Visa. He's, he's a shower Board of Australian company called La Vista that does fast fashion jewelry. And, on his company's board, there's only one woman that isn't his wife and the executives that company are all men. So the reason why I had you explain this is a I'm hoping that swatch is listening because this is someone who's not suited to represent Cheryl? Yeah. Correct. Yes, correct, right. Okay, let's move on to our vote results table 153, very large cap meetings since May 1st. That's a lot. Um, we have some wins. first of all, there are how many I'll ask you, how many Cheryl proposes, how many would you think? How much, how many would you think, would you guess, there were what number of shareholder proposals at this point in the season write 53 meetings. Yeah that's a lot of meetings happening and a lot of large cap companies all happening at the same time. I'd say probably 15. Right. It's higher. I actually think it's higher too. It's it's well, I know the number but I was surprised this one. I'm trying to say 82. Wow, Eagles. So the big fear is that there are all going away, they're not really all going away but I don't I don't know how the numbers compared to last year but Four Winds all corporate governance wins vertex Pharmaceuticals act by consent 507 percent. Yes, Albert male call a special meeting. The show is the right to call. Special meeting 57%. Yes, CF Industries. Excessive, golden parachutes. Actually won with 51%. Yes. And then again, call for special giving the shoulders right to call for special million shareholder meeting energy. What kind of a name is that for a company? And yeah? 56%. Yes. So those are the victories. And then a no random order. I'm going to cover some other things that I want to. I looked at the hate, all the hate proposals and there was there were several And they're all from the same people. Now National Center for Public Policy research, the Heritage Foundation Boyer research and then the other one National Center for Public Policy research. These Are all and they're all. Parents coming from a few come few Representatives, but they're all like parroting each other, right? They're all repeating the same talking points. It's either according to the 1792 exchanges corporate bias rating. That's a, that's a popular one and And yeah. Yes what does referring to is a world where we're relying on the the the system set in place by people, in 1792 the white men, the slave owners. Before women had the right to vote before black people were even considered actual human beings, right? That's what they're basing. Yeah. Now, I think you can actually give them too much credit. Okay, right. I've read the methodology of the 19th or 1792, how dare you 1792. Yes. Sorry. Um, the 1792 exchange basically uses some anti Dei kind of stuff but the way these all work when you get into it is they do not have access to the data or they have to buy it from an ESG provider. I was so giving them credit for having any methodology or criteria? I would just thought it was a specialty extra hateful that they're referring to a group that calls itself 1792 but but like I think they don't even espouse 1792 because they do 2026 right. Like so that's the Gap. I'm talking about the other thing that they rely on is something called I call it the the being good might cost too much. That is a new pattern this year, right? Where they're like I don't know about you know like like going against the sustainability or Dei or Plastics whatever because it's like it might cost too much so whether it's good or bad or not going to weigh into but it might cost money so let's not do that. Uh and then the other one they like is they like whenever they have this phrase but they've repeated several times. And this is a this is like a dog whistle for something and it's like as an example. Inspire investing. This is one of the new proponents had one called transgender healthcare. Treatments for minors. Yes. That's actually incredibly despite specific despite Decades of of people on the right ripping their hair out, which is, that's why they're so many bald white golfers, oh, because they're so angry about the policy, politicization of everything. And yet they're they especially share of proposals, right? They're mad at the politics that go, that get the insipid politics. That's, that's leaked its way into Corporate America. They're putting on proposals like transgender healthcare treatments for minors. Yeah. Okay. Anyway, the but they did an American Express and the way that they always lead into this is by just saying this and they say this for several companies, but as an example, they say American Express company scored, 100 on the human rights campaign's corporate equality index. That's their mic drop moment in their proposal that to them is is their way of saying that American Express is a horrible Company by scoring high 100 on the human rights campaigns corporate equality. And anyway, they use that one several times and I wish it was the 1792. Change that mentioned the Human Rights Campaign. As the bad thing, that would be fun, it would be almost funnier. If the time when slave ownership was acceptable and black people were three-fifths of a human that they were they were calling out a company for having human rights as a as a thing. And I'm going to call these out every week. I'm gonna call these up for their insipid hate that they do but here the here are the takeaways here are the results 1%. Yes 2%. They did get a few 2% 2%. Yes 2% yes 0.87% yes 0.8% zero point four percent. Yes sir another 0.4%. Yeah these are jokes. Let's try. I'm trying to tell you. Yeah, well I mean rather being rejected, so resoundingly, but what are we doing here? But if you look at it national legal policy Center up here or national Center for Public Policy research appears at least one on each of these. And for them, like, it's on a lot of them, and they're also coupling these with independent board chairs. Separation of CEO and chair roles which UPS their average. So that when they go to their donors, they can say, hey look we're getting increased support when really they're just asking for the same thing that you know, has been asked for. I just don't, I just don't know they can and this is not a left or right thing to me but you your whole pretense. Here's your attacking the left for putting politics onto these proposals and that's all you do and they get and you know, they get no support and yet they're reappearing. This year I just didn't like that. They thought the left was doing it and they weren't so Now, it's just swap. Now the left is not allowed to and only they are how what percentage of the proposals I have not looked are anti woke proposals. I mean, it seems like over the 82, even just the one that you called out, you know, there's got to be a dozen here out of the 80 you pulled that are anti. It's important to 20%. Yeah, that's what and that's not. That's like there's three groups, right? There's Chevette and macritchie the governance gadflies. And then there's the ESG sort of, as you sows kind of group. And then there's the sort of anti-wolf group. And my guess is when I, when the season is done, we're going to see the anti-wolf group be the dominant group, where is a history? Is been Mick, Ritchie and Chevette and the gadflies. Well, here's where all disagree with that. At least based on the data this week is that the the traditional governance proposals really seem to be getting a lot of play. Like, for instance, there were 19, independent board chair votes up in the last two. Although, to some point, those are Nationals Center football. I didn't actually pull the proponents and all those and, and I wonder if that's why there's such a deviation in results, because as an example, You know, and none of these past somehow to me. This is like the most like this is like the easiest place to start with sound corporate governance, right. You split the role of CEO and chair is just like 101 corporate governance bombs is literally rolling over in his grave because this is it's stupid that your CEO would set the agenda. of the oversight board, but that aside, So you have you have scores as high as like 46%? Yes at West pharmaceutical services but then you're at 12%. Yes. At Aflac. 15% of Berkshire 18% Corning. So to you, so maybe Maybe those numbers are down because they're actually coming from the hate groups and people don't want to say, they don't want to support anything from the hate groups. The data we know from last year is that regardless of what the national legal, public policy Research Center, whatever those groups, those two, that two, main groups, in particular, Boyer research as well, whatever they decide to actually put on the ballot. Gets lower. Even if investors agree with the premise, even if they're doing, just separation of CEO and chair, a generally will get lower votes because of the proponent we know that these are proponent driven votes. And investors trust certain proponents and don't trust others. We know that. Moving over to pay God I thought there'd be more this year a pay there's like I only pulled out four notable High pay votes out of 155 meetings. Two were the classics Omnicom group 44% now on pay, which is really, really high. It's pretty high. Yeah. Average support of directors. 97% yes, doesn't make sense. Same thing at Molina Healthcare 47% know on pay. Average support 97% for the older actors. Now Goldman Sachs sort of got it right? 30% know on page, which is really high for Goldman Sachs pay committee chair. Kimberly. Harris. 26% know, so I guess that summer if we wanted to write. Yeah, but here's the other one. I wanted to point out and this is again pointing out the fake folksy BS of Berkshire, Hathaway I let off the show by saying that first of all the cfo's getting eight million dollars in salary. Second of all, they're giving a outrageous waste of shareholder money to the retiring. See if so he can fly around, right? Yeah, for until 2037 and yet Shareholders Berkshire. Hathaway had a vote this year. They have their supporting a sea on Pavo only once every three years now. 66% supporting that they're only going to vote on sampay once every three years. So it wasn't this, the company that made famous the shareholder meetings like getting everyone together and sharing of ideas and having some. Yeah, you're important. You're important. I love you. You love us. Like and now they're just like, you know, we're doing outrageous things with pay but we don't even want to hear your opinion on any more. So anyway, that's the Pavo. It's and then finally Well, no, I have a few other things before I hand off. We actually had some directors, only two, but we had two directors lose their votes. And you because you asked every year, are we ever gonna have directors? Get a majority, no vote. When it's not about attendance. Yeah, we got two. A trade desk, Andrea Cunningham, 67% against her reelection. Although, this is a little bit odd because only two directors are provoked and she was the only class a director. up for vote, which means that was the only Avenue that shareholders had to protest because The CEO and chair. Jeff Greene was all up for a vote but he was a different class and that was controlled by Duke last shareholders. So he got 92%? Yes. So I don't know if Andrea was a protest vote. And it's it was a plurality vote. Oh it's elected. Anyway, I just couldn't figure it out. I opened up the proxy. I have no idea why they're targeting her. Maybe it's just a general protest. Yeah, a lot of these plurality plus classified boards. We the vote knows, I see are coming to Flavors, they come in, attendance failure, or they come in. Classified board plus plurality vote and, and it's really to your point. It's a protest vote. I guess, whoever's up for election. Yeah. And they don't like that. They have something about apparently we aren't fussed about dual class shares. We are in as fussed about CEO. Chair combinations. We do not like both plurality plus classified board. That is a recurring pattern over the last four years where we see that's where vote knows. Come from Service, Corp International. So four director's got about 20% against their reelection which is already high and then Marcus Watts the lead independent director 57% know. Huge vote. Again, I don't even I I've been at this game for way too long. I don't know why. We have a lot of smart listeners, I I'm hoping someone will reach out and tell me why Marcus Watts. The company hasn't decided yet, whether they're gonna, you know, make him step down or not. They already said that they're going to think about it. But I don't, I don't know, I didn't really see anything unless it's just a protest vote because, but but why him and not, why not go right after the CEO. I don't know. I, I couldn't really fall this one. I will say, at the same time at service Corps, this is very unusual. They had this like now they have this, this vote a management vote limit the liability of officers, they call to exaltation vote. Which is usually pasting. It actually fails here. 52% said no to this. Wow, that's that's, that's kind of, that's, that's good. I finally, someone woke up that he should have liability, maybe and Lipton, maybe they're going to, maybe they'll comment on this. Because I, I would like to know what's going on here. Clearly that vote is a line, right? You have to think that The the shareholders voted no on both of those. Right. Because they're both about 50% know, wouldn't you think you'd have to assume? Yeah. Right. But I don't really get it. And finally, I will point out something that I haven't I don't remember seeing this in the past but two companies NBR and DT midstream They struck a proposal. From the, from the official tally because it was not properly presented for a vote. That because the proponent fail to present the proposal. Personally, Or through a qualified representative at the annual meeting. So, now, I don't really, are we at a point where all the meetings are virtual in the first place? So, who knows maybe their internet went down, right, we don't even know why. But this is, I mean, look, neither one of the past but they got good support 30% for 147% for the other. I mean, test that doesn't even let you show up. Like, if you're a proponent, they that you record but you're a massive Corporation with a, with a, you know, like a plus two billion dollar market cap or whatever. And this is your excuse for excluding it because because the person didn't show up. I mean, and yet we see companies ignore the will of shareholders like it. Netflix j-hope doesn't show up to their own meetings fails attendance and they stay on the board. Yeah, that's not. All right. I think I've said enough. We got we're we're really in the middle of proxy season now and we didn't know what to do. So I was looking at next week's meeting is nice said, you know, we got some classic companies coming up. We got JP Morgan among many, but I pointed out JP Morgan, Chase BlackRock Northrop, Grumman, Home Depot, all classics. I was like, Matt. Tackle them all. Yeah, at first you were like excited but you don't look now. I stopped being excited very quickly if people something and let's, all right, let's start. Let's start with an overview first just to high level look and it's BlackRock JP Morgan north of Grumman Home Depot. These are its four companies for lead, independent directors, for CEO chair combinations. First thing that struck me and this is this is what's infuriating. You just went over the lead independent or the the independent board chair votes, right? And and they spread from what just under 40% to down to 4% in favor of leading, independent directors, are independent chairs. In this case, the four lead into independent director, 10 years r. For 26 years at BlackRock, really Gerber 22 years of JP Morgan That's Burke 17 years at Northrop. That's Kleiner. And 26 years at Home Depot. That's brennaman. I mean, is this, is this a coincidence? This feels funny to me. This is really, this is the average. The average lead independent director, tenure is 12 years and at large cap companies. It gets longer. I don't understand how a US. Investor can think any of these people are remotely independent. I was gonna say like they're basically Executives at this point and not only that but we are constant reporting now that that directors chairs leading directors are now being basically plucked up the boards and put immediately into executive roles because first of all no one does succession planing very well anymore I guess. But second of all, Where where better to look than to the person dependent in there for 25 years. Yeah, I mean like and that these boards actually split in half where you have black rock, and JP Diamond. BlackRock Larry Fink has been like CEO of BlackRock for 28 years down. So, yeah, for for two years, he was not with Gerber. Um, meanwhile Diamond has been like on the board for 22 years and there was a different special case because he actually said, he can't be fired, right? Well, it helps when you're leading dependent director, has been there. These same exact time, you've been there and Diamond, 22 years apiece. I mean, little on the fact that this guy Gerber not Gerber Burke, Let alone that he's practically an executive knows everything about JP Morgan and just think of the amount of personal time, these two have spent. Yeah, no doubt like just one-on-one weddings, golf games movies, a couple of defensive dinners. Yeah. A couple of dudes and then you have the other two where Northrop wardens only been on the board for seven years and Deckers only been on a Home Depot board for four years. So you actually have lead independent directors that have been there twice or three times as long as the CEOs. So there is a weird dichotomy there. All four of the boards have more than 30%, women on the board and JP Morgan has the largest power Gap at negative 17%. Um, JP Morgan is just a man run board with a lot of women on it. I will say this and I'm not clear where Lynn on this but where I where I don't mind it as much kind of reminds me of European companies. So if you Do have a relatively new CEO but you have a longer tenured lead independent director, at least. There's some kind of a Power Balance there, but when it's Larry Fink and was it Ross, I don't know his name Maury when they both been there for almost three decades. Up, right? I mean think is completely protected, right? Well yes, at least but you know, with a low tenure has someone powerful but I do think in the case of like Northrop with with Warden and Home Depot with Decker as as newer CEOs. Why on Earth do they retain the chair role, right? I mean you have a leader independent director, who's been there for super long time. Just make them the chair and have the CEO come in. It's just a CEO, you separated the roles and it's nice and neat and clean. There's no need to inherit the chair one because the CEOs, you know, it's must be part of the negotiation process. Not only do they want a golden hello. And a ton of money that goes up every year. No matter how the market, how the stock price goes, they want Powers. They want they want to control their the agenda on the board. so, the other thing I took away from looking at these four companies is While the knowledge is mostly aligned at Home Depot at BlackRock and JP Morgan in finance. Actually the knowledge is almost always aligned because everyone in finance, it gets economics, you know, degrees and accounting degrees, and they're everywhere and they're everywhere. Anyway, it's easy to get. So, um, so so those boards tend to actually align with the industry of the company. But at Northrop Grumman, the knowledge is actually some of the worst most confusing knowledge mixes I've ever seen. Oh yeah, Northern Grumman is a, is a massive defense, contract, the Aerospace, like the bomb stuff, they make bombs right here is where the directors come from. There are these are, let's see. One, two, three, four, five. Six directors on the board, including the lead independent director, who come from retail really. And by retail, I mean, Winston comes from Bed Bath and Beyond, it's not Ross, not even successful. Retail Ross comes from Avon like you know like like makeup and you know it's like home sales. Fudge comes from craft General Mills showy comes from Walmart Abby from UPS I kind of understand I mean I guess you PS I get because there's a plane involved and Walmart basically like our city-states at this point like they control like so much regulation. Lead independent director. Kleiner actually is from Hilton. What the hotel's? Yeah, I don't get that. Then you have three directors who are from the military, which makes sense military contractor. Yeah, I don't know. You need three of them though. But, yeah, go ahead. It's, I'm okay with three. But then you have these two directors in a Krishna from who's the IBM, CEO and brown who sits on the IBM board with Krishna. Yeah, you don't need both of them. What do you need them for? And that's it. Yeah, I would take Brown because Christians gotta be too busy to care about bombing people. I don't understand. They're selling military devices. Or do they sell them in the Walmart? Is this like, are they? I don't understand. There's far away from that. Yeah, Christian is the closest to having AI experience on the board. He's an engineering, you know, background and IBM does AI stuff. But otherwise there's zero people, like industrial production. There's zero people with Public Safety knowledge. At this point, I'm surprised there aren't, like, people from open AI on these kind of boards, right? Like those kind of crossovers. The this is by far the lowest corn, knowledge of this group good. I don't really want anybody. I don't I don't really want there to be but they're still building bombs to a really wonderful. Yeah. Like I don't want them to build bad bombs. What you're suggesting here is that management is running this company without any real knowledgeable. Pushback. That's correct. Yeah. All But what I'm suggesting actually, where and this is where I'm going with this, these four companies have in common, all four companies have greater than 50% of their directors are connected. It was inside one or two degrees. In fact, there's a whopping 771 connection paths for the directors at these four companies, we're talking about, you know, there's 50 directors of these companies and they have 770 paths between them. Doesn't surprise me that's a lot. But this is where it goes, right? This is Professional boards. Yeah, this is a separation between the board and management where management is left to do its own thing. And the board is basically its own entity running itself doing its own thing inviting its own friends and never the twain shall meet. In fact, this is what I'm calling the Business Roundtable board, okay? and I'm calling it that for, for Two major reasons. Number one is CEOs on the board. In fact, the presence of CEO on the board for us. Large caps has been steady over the last four years. It's been, it's hovered around 68%. When those are not current CEOs current or ex CEO. Like retired. CT, you know, do you know the distinction in that number must? I don't know the distinction. Well, I know on these four, but I don't know the extinction the distinction overall, I could look it up. It's in the data. I don't, I know this is like no one's asking me, but The the former CEO thing doesn't bother me as much as the current CEO thing. I I find it like gobsmacking to pretend that the CEO of IBM or apple or whatever has time to care about these other boards are on. Well, I get I there's the time element but the time element is not the thing that I'm interested in. What makes it a Business Roundtable board is actually the CEO Ness of it. Well, yeah, because like Virginia Jenny remedy is on the JP Morgan board. She was the CEO of IBM, right? And Krishna? Who's like, on the, I think the, which one of the boards I think that's the black rockboard is the CEO of IBM, right? Like they're basically just swapping spots, but keeping when you retire, it doesn't mean that you're gone. It means that you basically just retire into a different network. Well the same network but a different job. Where you're sitting on boards. Well, with the same people. It's where you were the CEO, it always two things. Always go off my head when I hear this. First of all, the obvious one is that it's great for CEO pay, right? Because we could you specially see all these people often on compensation committees. So it's beautiful for that, right? The other thing is that just It just strikes me as a perfect way of ensuring that the CEO has the power, right? Because they're yeah you know what a fellow CEO is gonna defer to the CEO and just be like let's not push back to, I was. Yeah, in fact and this actually might answer your question CEOs, don't take active CEOs, don't take public boards spots as much. Now in the data today, I don't know what it is in the past, but in the day today of the roughly 1000 us large caps, I was looking at the Cap CEOs. I was looking at which includes co-ceos only 359 or on other boards today. So 34% of active large cap CEOs are on other boards. Still seems like I mean talk about like the Tim Cook on exactly one. Other board is is generally all it is. But we know anecdotally, when we talk to board placement agents at free flow, that the CEOs are involved in selecting directors. Their directors aren't chosen strictly by the board, but there are pointing the CEO to your point in the, in the court case this week between Elon Musk and Sam Allen, there was a detail that came out that To Elon Musk, you know, as a power player or whatever. He said, he offered to put Sam Altman on the Tesla board, right? Exactly. That's the trade and I've read that. I was like, wait, wait a minute, like, what what are we talking about here? That's it. That's not how the board is supposed to operate. Well, that's how it does operate and when the CEO is chair, we know that that's worse. But this is where this is. Like one of the things we couldn't tell in the data is where the CEOs are getting the other CEOs, to join their boards. We couldn't find the connective tissue until we added trade associations, nonprofits and college, trustees to our connections database, which is where we found the connections between CEOs. So having a lot of CEOs on your board in theory, isn't a problem or xeos on your board? In theory, wouldn't necessarily be a problem except that we know that the CEOs are all sitting on other boards together, they're just not public. Boards their nonprofit trade Association or college trustee boards. There are 928 connections that run through the Business Roundtable board in our database. Those are all the all the membership of the those boards. There's all CEOs right? That by is actually dwarfed by over 1400 connections that run through the partnership for New York City, which is a non-profit with over 300, CEOs, on its board. Well, These are actually incidentally just as a side note, the non the partnership for New York City. The partnership air quotes for New York City. That's where a lot of the anti-modi crew lives. Like what is the partnership for nurses? Do you know, it's just a non-profit that deals with like, you know, New York City, problems of CEOs, who live in New York City who want to fix New York city. So that's kind of what it is of the four companies. This week, the majority of connections for all each board run through the Business Roundtable 213 connections run through the Business Roundtable. This is basically a source of like lack of Independence and massive groupthink all of these people exist in the same exact Echo chamber. The partnership for New York, there's a non-profit called Catalyst their Business Roundtable. The Business Council, these are a handful of nonprofits that are business or trade Association, nonprofits were CEOs. Sit on those Boards of the 55 directors, on the four boards, 31 connections, 31, to have connections, back to the other directors of those 31. 8, have connections to the other three boards that are unrelated, BlackRock JP Morgan, Home Depot, Northrop Grumman, these are unrelated companies, Black Rock and JP Morgan. You can say are related because they're in a similar space, you would expect some sort of connective tissue. Actually, when we look at it, there are multiple directors that have connections to Northrop grubbin and Home Depot that have no connections to 20 another in terms of business except these trade Association boards feeding novakovic is actually, on has connections to multiple of these four companies. She was the CEO of General Dynamics. So you could say, okay, well I guess you know Northrop Grumman makes sense but actually she's got connections to JP. She's on the JP Morgan board right now. so these really make no sense at all, and To get it to some sort of action, which is hard in this case, right? Because it really matters when you come to two companies in particular and those are BlackRock and JP Morgan. And this is the reason why it matters BlackRock and JP Morgan are both asset managers. They actually own the companies. Like through their Asset Management arms and through their financing, they own or have deep relationships with the companies for whom these people are CEOs. So a director like Hans vestberg, who was the CEO of Verizon, he sets on the BlackRock board, BlackRock owns 11, 12% of Verizon. Just straight up owns their stock. Or if you're feeding over covid you sit on the GP Morgan board, JP Morgan owns a percentage of General Dynamics. Right. The there's an upcoming paper. I just spoke to a guy named Bram vandercroft. He's at MIT, he's a professor and academic. He has an upcoming paper that hasn't been released yet, but he was talking me through it and there's parts of it that I've been released where he looked at asset managers. When they own the executive, a company executive is on an asset manager's board. How does the asset manager treat that company? Sure. Like what do they do? We know how we know everything you think. When I just say that out loud. I mean of course. But is what's happening? Yeah, what's happening is management. Gets basically favorable voting like they controlled for all sorts of factors and they found that they can explain. Why management would get like percentage points more in favor for them. And it's because they can trace it back to because the asset manager has the CEO on the board, we know that actually that persists, after the CEO leaves their board or after they stop becoming the CEO that relationship exists regardless, once they're on the board, it keeps going. So the ex CEO question that you're asking, it matters because those relationships persist. Well you know what to me what you're on Earth thing here is so we've long kind of complained about this what we call the protected class of directors right and Executives but now you're kind of unearthing the the system behind which there is a protected class, right? Because you there has to be some systems that up. Well protect each other. No Brams work actually got even deeper because I asked him I was like why would the asset manager put the CEO on the board? Like it seems like the company gets favorable treatment but what is the asset manager get out. Of it and he said they actually looked and with the asset manager gets when they look through every filing and they were exhausted about this, they get the pension business. So what they're finding is the the asset managers are getting on average several million dollars in fees for managing the pensions of the company. So it's just Mutual back scratching. It is as like closed system protected grafty as it gets. It is straight quid pro quo, put a company executive on your board. You get their pension business, you vote better for, you know for for their management. This isn't AI agent Bram Van Der Croft. That's a no, he's part of rams. Vandercroft is an academic, a professor, and my team. He's a person, he's not an AI. Like I wish she was I wish I think I was using brand vandercroft 3.2. I thought I might. Yeah, he's on like 6.0 now. He's he's got some other papers about the investor democracy and he just did they just released an update to their paper about how Asset managers vote on real assets. And actually, there's evidence that this is a little off topic, but there's evidence that when it's time for a company to reinvest their, you know, make Capital Improvements. Like, if you have real assets, that you need to fix. Sure, if you drop a shareholder proposal about environmental issues, right? Before they're supposed, they have to make a big reinvestment decisions, they are actually open to changing to be more environmentally friendly at that moment. If you do it any other time, they throw you out and they don't care. They actually have no interest super interesting stuff that he's doing. But that gets to the voting this week is basically a case study in the ineffectiveness of the Us corporate board system especially at large cap us companies, if it doesn't matter. If the company doesn't what matter if like the company does well like JP Morgan's been doing really, really well or does poorly black rocks, been Mediocre to poor over the last two years. You're only talking about one thing about TSR, but also earnings and revenue and growth and like lots of financial factors. But investment Financial factors. How might have other criteria for how if a company's doing? Well, it's all sure. I'm just saying like the most obvious visible ways you can say doing well in capital markets. It doesn't matter. If your CEOs is a big fat loudmouth, like diamond is or quiet like Warden is the board's job and these cases isn't to represent shareholder interests. It's to represent the interests of a system itself, interests entirely. So the recommendation here is pretty simple. You when you're doing an assessment I'm not going to tell you who to vote for or against in these four boards because there's a lot of people and you can vote. You're going to vote in a lot of different ways. You should be asking the question. Do they represent you the shareholder or a closed system in which your perpetuating? Their own directorship there and at other companies. That's it. That's my record. I like that. I mean, even more important. As you know the the popular culture is catching up with this idea that there's you know, the oligarchy is is getting more powerful and and this is an important, you know, thing that we have to keep track of. This is a mechanism where you can at least attempt to control the power, right? Well, you can start to see the reasoning Behind these people being directors. There is another reason it isn't. Oh, they're highly qualified because they ran this company, or whatever. You should be asked your way to closed system. Well, how are you breaking a closed system to represent me a shareholder? And is a big problem when that shareholder is in, on the grass. When it, when it's an asset manager who has a company CEO on their board that Is a massive problem and you have the opportunity right now to be voting at those companies BlackRock and JP Morgan in particular but you know, it's proxy season every asset manager's got votes coming up, too. Anyone? That's public. So that's, that's it. That's what I got this week. You also have an opportunity to finally, end this podcast and go do something else because that's, that's it. You always, you promise you nothing to say, but that's clearly a lot. I just like to hear myself talk, that's the proxy countdown for the week of May 11th, 2026, join us next week when we jump back into the alternative democracy pool Forever on the lookout for shareholder Shenanigans, still be directors, scandalous. CEO, pay ratio is Wayward, Band-Aids.