Aflac’s Atlanta crew, plus vote avoidance at AIG and Ball Corp’s vote prediction

This is proxy countdown. Welcome to the Big Show for the week of April 27th 2026. Alongside my tag team partner Matt McCarty. I'm Damien rawlas on today's countdown. Boardroom chair reshuffles. And classified or Shuffle. Shuffle Shuffle Shuffle Shuffle activist investors. Start their own shadow SCC database. The Sackler name is apparently not poisoned for investors. Shareholder brain farts and annual meetings and on the big boat. Matt, quacks. Like the Aflac? Duck, that's a dumb, I don't know. Not Let's start with our top stories. You know what? There are tons of filings but there I couldn't find anything really interesting this week. It's weird. It's like just like nothing's happening but the headlines are So some of the same old boring stuff, egg appointed, Eric Anderson, CEO and added him to the board. Former CEO Peter's afino stays as executive chairs, same thing at Crane Company. The CEO was promoted to CEO and the director and then the former CEO Max Mitchell becomes executive chair. So you know that's a that's a normal thing now. Despite the fact that a lot of the independent chair shareholder proposals they do get pretty good support from investors. So I don't get why this is the I don't get why this trend is okay? And then finally, We reported last week to Southern Cooper, their CEO passed away and they they appointed a director as the interim CEO is name is Leonardo. Contreras, Leo de Tejada. Now, he is the permanent CEO. I only highlight this because it always makes me question the legitimacy of calling these directors independent, because they are now picking They're now putting directors directly into the role of CEO. Right. That's yeah, that's who they just decided knows the most about the company in the world to be the CEO, right direction. Is this weird Trend about that, but the egg one is, is a Is a similar Trend in it and as much as look, egg the headline is egg appointed. Eric Anderson, CEO, director effective, June 1st 2026. But do you know that the AGM is on May 13th and he's not in the proxy. Yeah, and we're seeing some companies. Decide to let you vote some companies don't? Yeah, I'm Peter. Zafina become executive chair and zofin in the proxy, and he's already the chair, so you don't get a either. Either you're you're basically have a pool of directors who are just becoming the CEO and nothing changes on at the board level or you have a pool of directors who choose somebody that you don't get to vote on to put into the boardroom because they're timing. It says that you don't get the shoes on it. And they, if you're putting somebody as the CEO of the company and on the board. And there's you set a start date of June 1st in their filings about the contract. You've signed, you couldn't put, Him in the proxy, you have to do that search months and months in advance. It's a fair question. You raise fair point because investors are okay with attacking Companies for directors, who fail to tendons, right? And they can't seem to find any other any other thing to quibble about. But there are, there are numerous cases like this, where the companies are clearly messing with governance, they're messing with you. They're they're not letting you vote on certain you, you can get upset about more than just failed attendance. That's my bigger Point. Moving on, not even a lot of stories about stupid money. There was a golden hello Equity award at Nvidia for their new principal counting officer, 13 million dollars. That seems normal now. Yes, not much. And then ResMed, they're giving. There's new CFO, three and a half million dollar. Golden. Hello. I guess what's not normal? Okay, it's becoming normal. But what's not normal is that it's so CEO, sea positions. Now are getting massive gold. Yeah, but highlighting ResMed, because of what's happening with the former CFO, Brett sandercock will become special advisor to the CEO chair Mick Farrell, through the end of 26, keeping his current competition, despite the fact that he's not the CFO anymore, He's a special advisor, getting keep getting the pay. And then next year, for the full year in 2027, he's gonna continue as a special advisor in a Consulting role, will he will continue to get vesting of all his equity. So it's like not only to get golden. Hello is when you come on, but you just get tons of money for to linger too. Do you? They did hire a new CFO that was the golden. Hello? Alright. So yes. What do they need to see? If I don't know? I think it must just be like a, like, a gentleman's agreement, right? Like a friendly. Yeah. We'll keep paying for a while. I'm unbelievable. Finally, two things, I don't see very often so I thought I'd report on a Carlisle companies. Jonathan Collins resigned from the board, but they're saying it's in accordance with the company's corporate. Got corporate governance guidelines, which requires a director to submit his recognition resignation falling, which in employment or significant change in job responsibilities. Now, I couldn't find. Unfortunately, it wasn't in the filing. It, I did a cursory search for the internet. I don't even know what his new job is. They won't tell us that. But the interesting thing here is a they followed their rules which you don't often see and be. They actually accepted the resignation so if you get voted out. You have to submit your resignation to the board and 90% of the time. Now at large cap companies, they're like no no we're not. No. Yes, right. But in this case, I'm just curious like why they accepted the resignation like I because he is another jaw. I don't know. They're not, they're not, they're not saying it's a conflict of interest. I don't understand what led to this, honestly. It's I, I love when they announced that something happened without really anything about what happened? And then finally disease. I don't, I don't remember ever seeing this and I've been in this field way too long, and I know, it's not essentially that I'm important, but I just like pointing out new things. There were two, I'm calling them weird board, classification. Reshuffles, I always throw in weird when I haven't seen it before because I'm juvenile that way. So Madrigal Pharmaceuticals in Jen Restaurant Group, essentially, they just reshuffled the class of directors. I don't know why, so they like put some class three directors into class one, they put some cluster in the class three and they made them all resigned. And then get their jobs back in order to do this. So they resigned moved into a different class and then hired them back. It's just like This, they can do. But they can't force a director out if they lose the vote, I don't know. The whole thing is just, it's just this. Sometimes I just feel like the whole thing is just so silly. I can't even believe they're still classified boards. I can't believe that's even allowed. Well, I so the first thing that comes to my mind is which class is was up for election this year. I don't know. I know you're saying I look, you know like like it doesn't feel like the only like because they're they're proxy. Like magicals proxy came out, April. 28th. That was like this week. It came out. Yeah. And there was a class up for election last year and a class that's up. It's too much here. And it means some directors, basically put off getting elected again. For some years, possibly, right? I try to do the math on it, but to me, it's like if you're doing this you need to declassify your board and it's too bad. Cheryl is one of us saying this, too? Because once they've resigned, they should have been like, oh no, we're not gonna let you back on. Like, the shareholders didn't actually have a say in this. They because I would think, once you resign, the shareholders should have the right to vote, whether they decide to vote you in but and I know it's just a procedural thing, but tough. I mean, why do they get to have fun procedures? But this share, those can't even can't even vote on you every year. They have to wait every three years before they have an opinion on you. I anyway, it's to me I'm just pointing out the stupidity of classified boards and I think only we care about this or maybe it seems like, if the proxy is correct, it seems like only two directors were changed. Daniel Brennan. Went from a class is new wasn't on the board. Last year, wasn't up for a vote, is a Class one director. Julian Baker. Who's the Recon chair? Yeah. Got reclassified from a class. Three to a class one. Yeah. This year. Ah, this is so confusing. I yeah, forget reclassified magical Declassified. That's what. Yeah, that's for your board is. Yeah, it's simpler. You're wasting time. You're wasting all over time. Moving on to our proxy cage matches. We actually have a few fun stories this week. First starboard, the activist semester Starbucks pushing for lamb Weston to hold an investor day which I thought that's Why aren't they pushing? All companies to hold their annual meetings in person. You know what I mean? I I I'm up for investor days. Yeah, let's get everyone together. Let's, let's share. but, Come on, starboard. Let's get rid of virtual meetings. I isn't lamb Weston dual-class company. I don't know. They make french fries. I don't know. I can't believe, I believe it's, it's a protected company because we're worried about potatoes, and I was thinking to myself, when I was like, you know, I was researching this company. It's like, I'm researching a company that, I mean, I can't, I think the first thing I learned in the kitchen when I was like six, helping my mom was to peel a potato and cut it, and there's a whole company dedicated to this like this. That's what I mean. It is a cut. It's like, it's a real cut. Yeah. Ah, no. I think I washed it. I think I rinsed it too. Oh, did you just peel it? You don't have to. That's true. That's true. Here's the here's an interesting one. I don't know if you about this. I didn't know about this. The SEC tried to silence activist investors. Now they're fighting back. So as we know Trump and all his friends have been basically neutering the SEC, but now they created something called the proxy open exchange or Poe. I don't, I don't get the cuteness of that. Like, is that a Poe? Like the writer? I don't, I don't think so, I don't really get that acronym. But so, So they're created their own system, they are already, have 63 filings and Edgar only has 39 exempt, solicitations so far in 2026 when you reporting that they weren't even like posting the exempt solicitations anymore. Yeah, they they pretty much stopped. So, now this other competing entity. I'm it's like the it's like the open source version of SCC supposed to be the open source. It's the government, right? I mean, I would think everything should be filed there so I don't know what this is. I haven't spent time looking at it. We'll look at it over the next week, but I just thought this was cool. Another way of, hey, any disclosure with me? So, this is actually a spearheaded by as you so good. No offense to as you, so, Um, because well, a little bit of fence because you should be clients or free flow analytics. I don't know what you're waiting for, or you should be sponsoring these shows, but, you know, shareholder shareholder proposals are cute. I like them. We report on them. We take them seriously. They're important, but I liked you should be doing more stuff like this. I like it. That's at the box go crazy, right? I do too. Next story, Nelson, pelts, his son. Builds first public activist stake in intertek? I just thought I was cute that now we're now the netball babies are activists investors. I mean, Nelson belts. The son is on the board of Wendy's correctly, I believe. Yeah wonderful, yeah. Wendy's there was an article this week just shutting down hundreds of hundreds of restaurants in the US. Imagine because AI though. Yeah he has AI served the burgers. How do you suck it? Fast food in the as the pelts family so stupid that they can't even they can't sell fast food in America. Like, I think it was Wendy's that was doing AI drives through right like and it was getting everybody's orders wrong. It would give them like 6,000 or gosh, chicken nuggets. Who want that swatch group It's interesting one. Swatch group, investor battle heat up after ISS backs investor. Oh no, it's not that interesting. I just wanted to mention it is this is supporting Steven Wood. He's from Greenwood investors, supporting his nomination at the board of Swatch back sighting, lack abort Independence, and the conflicted influence of the Hayek family, but I just think it's cute that ISS now. Yeah, last year. Was it exactly right same? And like, you know, there's been several years of board construction over there so watch groups. So again, like activist comes along. ISS perks up, right? They they probably like they raise their standing desk and they stand up. Right. Yeah. They actually talk governance. Let's get some stuff going. Like it's like it's cute, I assess but I'm not falling for it, but then here's the interesting one at Pearson. We talked about Pearson recently, I don't remember why CEO, Omar abosh. We were talking about him. He was joining, was that last week's proxy content? He was joining some board. He was, he was joining a different board, he just got added to. We know that was just show this week that was on the blow. Our car, we did a show about whether you should invest in certain companies based on a headline and over our bosses one of those guys. So, it just happened. Yeah, another Omer. Abar story. It's it, the Omar abosh story was, he was added to the auto desk. Yes, that's it. So, um, here's what happened at Pearson ISS and glass Lewis are actually saying, vote, no on pay, which I support because they're calling it, excessive that I, okay, first of all, now my head's are already spinning. This is an article from the financial times so the I don't actually remember where I think Pearson is a British company. I think it's Pearson PLC, I could be wrong about that but they're reporting the numbers in pounds because I think it's a Financial Times article. CEO Omar a Bosch received about 13 million pounds last year up from nine million a year, before I assess in glass Lewis called that excessive Yeah, excessive I agree by the way, that's it. That's a that's a That's a huge increase in pay. But if that's the bar for excessive then ISS glass Lewis needs a rewrite, its whole investment philosophy. It's all like voting philosophy because oh everything's excess of them right? No, no. They're just they're using a different doll, you know, pound to dollar conversion, they're just different for them. It's different. They're not the current conversion rate is is like you know a dollar. It's like two dollars, right? Our dollar 40 or something like that. They used to conversion rate seven dollars per pound. So that's yeah, that's it. The reason why I bring this up is that the, it's actually the activist investor in this situation Chevy in capital, which now owns 18% of Pearson, they're actually for the pay. So it's unusual, that usually, every everyone's against everything, but the activist is for it, in class, Lewis and Issa against this. So, it's just doesn't happen very often. The finally, in our proxy cage matches on something, we reported on last week. There was a the chief investment officer of Summer Road, his name is Rory held, he represents this summer, Road represents the Sackler film, it's the Sackler family office, the probably the single worst Executives in America, the sacklers. They, they were instrumental in the opioid crisis. They sprayed, they are the opioid. They are the intentionally spread it to even my home state in northern Maine. Where a lot of the The Lumberjacks. Yeah, we have loggers Lumberjacks here, man. They spread it, they intentionally targeted there. They targeted places like West, Virginia, where the miners lived, they spread opioids across the land, they've been getting sued forever. This English, they were saying no, we don't want the Sackler family. We don't want this guy here. It's ridiculous. And yet investors said, no, we'll take them 62% of support from class A shares that represents 70% of the total votes cast. So their demand, they don't care. Louise. Honestly, I thought the Family was enough, kind of like, failing attendance, being attached to the Sackler family. Office was enough to not get you on a board. I think you underestimate what anyone cares about I do think, well no they cared a little bit because the company was pissed, 30% of shareholders were pissed. So I mean, I don't know. Anyway, I know I'm being stupid. All right, let's move on to our vote results table and then I'll hand it off to Matt and talk about Affleck 42 meetings last week. So we're getting ramped up here. Yeah, it's pretty again. Now, these are only companies, these are leagues, three and four, I think, well, at least they're like, they're multi-billion dollar market cap company. These are huge companies like Pfizer, Stanley, Black, and big companies. There were 22 total Sherlock, proposals. I don't know if that tire low. There was a report recently this head that they're down 50% this year. But but we thought that almost disappear but there, there definitely still happening. Like even at Wells Fargo, there were six and we covered Well Fargo. Yeah there was six proposals. But the big news is really. Nothing. I don't know. Like no. None of them won. the only thing that I could tell you, is that There's still no Rhyme or Reason to anything. Let's look at the independent board chair, which every shareholder should be supporting. At Domino's. 40% voted. Yes on that. Which is a win in my book. 40% voted. Yes, for an independent board chair yet at Stanley, Black & Decker 8% voted. Yes, What the hell? Yeah, I don't know. Same thing in act by written consent. This is another no-brainer governance thing. A lot of this stuff is Richie and Chevette in A Signet group 48% said, yes, that scheller shot the right to act by written consent at Borg Warner for 4% said, yes. That weird part about these are their basic governance that work everywhere, right? Like it's it's not like it works better at Domino's in Stanley, Black and better at Cigna than I don't get it. And you always say like, these, the people who these Shirley's, what they have in common is that they have huge portfolios. They they owned thousands of different stocks so. So why would they not be just applying the same blanket? Yes, here that you do over here there. Same thing, majority voting standard 48%. Yes, Wells Fargo, 10%? Yes, citizens, Financial. I mean, that's the same industry, is it not? Well, not only that. Like, if you are for the show, we did last week. If you were four, these proposals, then you should be voting against the directors. Who are associated with the proposals, right? So, like, I think the gaps are maddening, but then there's going to be The intra vote Gap, where it Wells Fargo, you got 48%? Yes, a majority voting standards and you, you will get 96% in favor of every director. Like it's gonna be you're gonna have the problem everywhere. I don't understand forget intra industry. You're talking about intra vote, we were inconsistent. And then, from what I could see, we actually only had two hate proposals. That's for the anti-wolf people. I think we had one respecting. Vendor civil rights at Wells, Fargo, which actually got 2%. Yes, that's a lot for them. But they did this kind of dirty trick, they all. So we talked about this last week they actually supported independent board chair vote at Wells. Fargo. Yeah. That's when they got 34% support because anyone should support that, although I bet that's pretty good. I bet. Yeah. Exactly. I think you're right. They did it to boost up their average. Oh, I think they lost votes because it was them. I think it would actually go on. That's probably correct. Yeah, other than that not much to say about Cheryl the proposals. No wins pay. I get to tell you, I don't know. I don't I don't know the math from years past a full 25% of pay vote, Sam pay. We're over 10%. That's not seem bad to me. That seems high right now. Yeah, me too. But here's the problem. None of them one. Let's look at a few examples. Prologue one. You mean, all of them were approved. All them approved. There were no over 50 50. Although just, it's a, it's not a binding vote anyway, so I'm still not clear what's happening at Warner Brothers. They may pass the merger by like 90%, but they the pay fail by 90%, but I'm not even sure that he's losing that paper package, know, they just reported that he's gonna get like 400 million instead of 9. So they just completely. I mean, that there should be an outright Revolt that company Cheryl should know, but everything until they die. I, I Let's just say, I'm skeptical that that will be the outcome will be the outcome prologis 42% of Cheryl's voted. No on paying incredible number, the average board percentage of support and 97 percent 90 averaged 907%. Yeah, I think about that. Think about that. Absolutely idiotic. The only thing of no I would say is interestingly at world pool. This is an outlier for sure, Whirlpool not 31% votes against pay. The average votes against the director, the entire board 82%? Yes. So roughly 20% nuggets. Every director everyone fails everyone sucked at Whirlpool. I just don't see that very often anymore. I don't I don't really know what happened. We have a lot of smart listeners who often reach out to us when these anomalies happen who know why? And then the last one I'll mention is that they actually got something right at American Electric Power because I scream about this 18%, know on pay and then the the chair of the competition committee Serum is talk, March Martinez Tucker 16% know. So they actually aligned the vote's, they they blame her and they blame pay because she's the chair. She's responsible for that policy. So I like that one. Yeah. I'm I it's not that. I don't like it. I'm actually just skeptical that that's not just a, like a woman current. Yeah. Like it's a vote against, was there something else? And finally, director, the director vote, the big one. Well, the world pool was a was a big outlier which I already pointed out Ball Corporation, Todd Penny Gore. 40% know. That's a huge number. I don't even know why. I mean, I, I usually think I'm pretty good at this. I actually couldn't tell from the proxy. Why? there's no other, there's no like You know nothing shouting at it's not fail attendant, it's not, doesn't sit on 17 boards. I don't really get it. There's no related party transactions. There's at least, you know, there, there has to be some incredibly basic reason. Why? Like, that's not interesting, it's not gonna be an interesting reason. Yeah. And then finally, Interactive brokers group. This is a company where we're founder and Cher, Thomas Peter fee. controls 75% of the voting power, despite that Him Thomas, the vice chair, Earl nemzer in the CEO Milan. Gaelic all got about 13% votes against which is more than half of the of the non Thomas. Well this is what again this is just like an example of why dual class share systems have to go away because it's outrageous that the The minority shareholders are just not represented a company's it's just outrageous to me. So just I know going back going backwards. One second Pentagon at ball yet, help me out. I don't know that I can help you out, but the, the data from the free flow analytics data. They, we have a vote predictor model, do we really? And, yeah, and it predicts the votes based on roughly 40 data points about the directors, the performance of the companies, the historical votes, and it basically runs a Monte Carlo. Simulation and says, like, what are the factors that most contribute to negative votes and let's guess the vote for the next year? It had a 65% chance. The Pentagon would get 20% or more votes again. Okay, I don't know why. This is the only way. Whoever controls the the spending in your organization. This is the one you call them. You're like, we got to get free flow analytics data. Yeah, well that's said Like Whirlpool had, you know, massive votes again and and we only predicted a few directors with low probabilities to get big votes again. So it's unclear. It's unclear what, what's going on? So those are my stories again. Nothing incredibly sexy, big big votes coming up. Next week, we decided to focus on Aflac. I'm going to tell you why we picked Aflac. It's a big market cap company, 55 billion and sometimes I think it's important to focus on stories that aren't really obvious. I don't know, like, give put the data to the test, put to the test. I mean, not everything has not. Everything has to be a big negative shit show, right. Now, everything has to be obvious, but but what interested me about like was this, because this should be what this meeting should be about is board oversight of of cybersecurity. So last year there was a data breach in June 2025. I love this. This little part of this little detail of the story is that they filed a notice with the SEC on the day. They noticed this data breach and they put a placeholder figure of 500 affected individuals in their initial report, right? That's their place holder, they didn't know the extent of the damage, 500 affected individuals, right? But as it turns out a few months later when they did and they did the forensics, it actually affected 27 million people. Yeah, well yeah. And this is, and this is what the breach exposed. This is, this is a serious stuff, full names and home addresses. Social Security numbers and tax ID numbers dates of birth. Drivers license and passport numbers, and in medical insurance claims and dates of service. That's that's everything. It's all the things. It's the only thing that's worse is someone coming to your house and punching through your window and grabing? You like like right? I mean basically exposed where your window was though, so they could write Aflac. This is an absolute incredible screw up. So I expect investor anger at this meeting and I'm going to hand off by Matt to say this. The one thing I decided to look at because first of all, Daniel, I'm sure you're going to cover this. Daniel Amos, he's the chair in the CEO. He's been there since 1983. If you can believe that on the board, he's been at Aflac for longer. I can't even that number looks like an alien to me. I mean, that's the first Reagan's. First Administration looks alien to me. He has 39, understandably has 39% of the influence, so if you're mad at anyone, you should be targeting this dude. But I specifically looked at their skills on the Right now, the company has something called digital cyber security experience. Understanding of new technology. Or the management of information security and cybersecurity risks risk mitigation regulation policy. They had five people decided. Three of them are clearly don't have that experience clearly from the bias. You got a guy who's the CEO of Georgia Power. You have someone you have a doctor who SATA who has expertise in the field of salt sociology and health. And then you have two people that possibly have This experience like one of them is Carol Lloyd. Who doesn't have experience through her work, being a CPA, Ernst & Young, right. But got a certificate in cybersecurity oversight. I don't even know they, that program could be like a week-long, but this is how sad even their reported skills are at Atlas. It's just sad to me, but that's all it's gonna say. Go ahead, you go. So like you mentioned, this is the Daniel Amos show 43 or 10 year 39% influence, he actually has 1.6% of the voting shares that's significant which is significant for it because this is not a controlled company. This is not dual class. This is not a classified board. This is just a guy who's been there for literally forever. He didn't even found the company. He's just been there for a really long time and he never left. But I want to talk about two key metrics in for the free float database. And these are relatively new metrics, one of, which if you listen to one of our sister shows run by Mike Levin and Lipton, a Cheryl Primacy, a great show. If you don't listen to it, you should check it out. They cover like the legalese and get in deep and sort of bylaws and activism and stuff like that. They mentioned the free float deference score. One of them is about how directors defer or don't to manage mint, and sort of making decisions. And the other one is about communities, direct your communities. So, Aflac 91% of the board comes from one, specific board, community group, the way you determine a community group is the same way. Like LinkedIn says, I know Damien, I must all know Jane because Damien's connected to Jane. That's just math, about interlocks and of aflac's community groups like, basically the entire Are borders from one Community are there are 121 members of the community and it comes from 41 companies, the only other companies with greater than 50% of the board that actually looked the most like Aflac are two two worth noting f45 training and Spirit Airlines. F-45 is a penny stock, it lost 99% of its value and has been sued by celebrities for unpaid fees. It's over in debted, and it has mass closures to avoid bankruptcy. So, not a great comp for Aflac. The other one is Spirit Airlines which is declared bankruptcy twice, and is just about literally today. Breaking news is not going to get a Lifeline to be bought by the government. It's probably going to really good fail, let's just be a failing company. Those two companies in the most like Aflac, in terms of boards of directors, in the way they look the way they act, the Merit on the board, the skills on the boards, that's not a great call. And 66 percent of the Affleck board was tagged as deferential to the CEO, which means largely the difference. Score suggests the percent, the like how many ways a board member is just reliant on the CEO that that can be in the form of pay their equities tied to Um, they were chosen by that CEO. This is the most prestigious board that they're on. It could be power. All of the directors are more powerful than them. This is like the best, it's gonna get for them. It could be relationship Dynamics. They're the most like, the CEO. They're see, their careers are similar. They have interlocks with the CEO. They know the same people overall, we they get flagged for. It's probably like 25 data points and if they have, you know, a percentage of high percentage of those data points in common with management, they get flags as being differential 2/3. Of the sport was Flags is differential so and that is rare for. Actually Financial companies of 122 us large cap, Financial companies only 34 have highly damped financial aid have or 50 have deferential or highly deferential boards. So the majority of them are not differential at all. So it's not super common. So you have a flag, basically, in two ways where it's a group of people who are from the same community and they're differential to the CEO. which actually, we know the community they come from because when I dug into the directors and where they're from, This is not an exaggeration. Almost everyone on this board is from Atlanta. Oh, really? One of these kind of companies? One of these which you would not expect from this is a massive company. Yeah. This is a like a, a large cap us insurer. Yeah, this is a very well known name. But Roar, one of the directors Emery Board of Trustees Emery's out of Atlanta Moskowitz, was the Executive Vice President of Primerica another insurance company. It's based in Duluth Georgia Lloyd, Atlantis Symphony, Orchestra Atlanta Chamber of Commerce. Kaiser NCR voix board headquartered in Atlanta Colin's. Morehouse School of Medicine Board of Trustees based in Atlanta Bauers, Xcel of Georgia Power. You mentioned him. He was also a Fed Reserve at Atlanta advisor and the Atlantic committee for progress, and he's on the Board of Regents, for University of Georgia, Amos himself as 40 years, in Columbus, Georgia at this company, but he was also on the Synovus board, which is based in Atlanta, and The Southern Company board, which is based in Atlanta. So, it sounds like he's clearly the architect of all this, he's just throwing himself with local locals like actual local. Actual locals. Yeah, it's not even like the community that these people belong to isn't like, oh well, they're all travel and similar boards. Know, they literally live in Atlanta, they're all in Atlanta which is shocking for you guys. Maybe that's whether unable to fight back against the Cyber criminal group, scattered spider that attack. Well, we're gonna come to that in one second ready. The remaining directors athletic actually operates in the US and Japan and the two of the remaining directors are Japanese. Okay. Yeah. They get a tremendous amount of revenue from Japan. Okay. And the other two remaining, directors, Forrester and Kenny both work at new Vine TIAA craft. They both work in the same exact place, right? So it's the same person almost. So you literally the whole board is either Atlanta two Outsiders from Japan and two guys from Craft, that's it, that's the board. And this board. Is the one that was overseeing the data breach. As you said, 27 million individuals leaked. In fact this was a known outcome when I looked at the breach itself. Yeah, other insurers have been targeted over and over again. United Healthcare had a breach in 2023 change. Healthcare had a breach of 193 million people's data in 2024, multiple directors. In the last three years have actually overseen their own breaches on other companies, Georgette Kaiser on the board of NCR Voyage during a ransomware attack at NCR voices coming. Can Kenny. And the TIAA crafts people are at kref when was attacked by the movie attacks. So this is not new to directly on the right directors to provide oversight And the, you mentioned the board skills. Here's the interesting part about the board skills. You're not only correct that what they say is on the skills. Matrix is probably spurious. But between 2024 and 2025 hosts soda, got the digital cybersecurity experience skill added in the 2024 proxy, she did not have it added in 2025, she did have it added. Okay but and we don't know why. Not only do we not know why there is no change to her bio in the last three years. So nothing in the bio suggests that suddenly she has digital cybersecurity experience. Everything in the Bios is the same on top of that in 2025 to 2026. She got operations, experience added to just got that added last year. They have no idea. Why? And that perspective, well, they probably needed on the board so they edited it, you mentioned, Carol Lloyd, all, so yeah, 2023 Lloyd did not have the experience, 24. She had the experience because of that certificate. Can I tell you something, about the certificate or do you have the information? It's already here? Okay. It is an nacd certificate. National Association of corporate directors. It costs 4,000 dollars. Yeah, it is in 86 page handbook, covering incident response emerging technology. AI Cloud Supply Chain risk ransomware reporting. How to build a relationship with the CIO. The number of things they Crammed into 86 Pages actually worse than that, but go ahead. And it's basically like a two-hour training course. Well know here's what I found. I asked how long does it take program takes about 12 to 16 hours to complete. So is it a lot? Of course work. It said, no, it's not heavy. Coursework who grades you? There is no human instructor manually. Grading your homework or essays. And how does this self-paced format work? This self-paced nature means that there are no live classes. No meeting times no rigid deadlines. So, yeah, there you go. And not only that, but they, it says, on the website, it was last updated, they updated it in 2022. To add some, some things about like, the latest cybersecurity news or whatever. If I go on Coursera right now, All the courses take longer than that course. And that's of course, there is oh, it's a lot, of course, there's still like not real, right? Like But it was real enough for Aflac to add digital and cybersecurity as a skill for Carol Lloyd. A year before a massive attack on Aflac, a breach of 27 million. People's personal information I'm going to remind you, this certificate was created in 2017 and it says the program was updated in 2022 to evolve with changing threats. So you know yeah. Why not even if the even if the program is worthwhile why not make all the directors? Take it anyway. Well, because it's not worth well, according to free float board knowledge, the database of knowledge, which doesn't do is not a skills Matrix. It is, this is knowledge that the people have clearly demonstrated based on their education, their degrees attained and their titles in the industries where they had those titles, right. Like so if you were a marketing executive at Google we do not say you have it in cybersecurity knowledge. We say you have marketing that is as simple as it gets and free flow to scraped the BIOS and all the education off. These directors, only one directors on the board has any background knowledge and computers Tech or Public Safety. And it is Kaiser. She was an ex CIO and she has a background in Aerospace and that's fine. But she was a CEO for the Carlyle Group but her tenure ended in 2019. That's a that's a major difference. I'm not saying her background years and that field is I'm just Saying. I'm just saying her background. You're right. She's the only one who you could close reasonably, say my assessment. I called her. Maybe she has the skill set because again, seven a lot of changes, seven years. Well, not only is a lot changed in seven years, but like, in order for it to matter, she would have to have some sort of influence. She's got 8% influence on the board, right? Like and Amos has 39%, right? So it's not exactly like people are like listening to Kaiser or what she has to say, which means, but I just say why this is special important is because, yes, they have Executives that handle cybersecurity act. Like I'm not suggesting that the board members are they're doing like, you know, the daily operation of cyber security. But that there the board is the only the only body that exists that can oversee Their work because the the CEO and the CFO the direct people above the the you know, the had the CIO whoever's ahead of cyber security. They're not going to understand that they're doing a good or bad job. You need the board to assess the performance of these NEOS. I mean when the CIO comes into a board meeting which I assume happens everywhere, there is a CIO and presents to them special. Look here's all the, you know, the things we're doing to protect our customers data like and they do that once a year, like, is there anyone in that boardroom, who knows what they're trying. It's just, it's just becomes corporate Babel if you don't understand what, because they're just gonna say good things, right? They don't want to get fired. So here's your big problem. Go ahead at Aflac because there is one shareholder proposal here at the John Chevette and proposal to separate the CEO and chair always every company. Always. Yeah. Like but you have a board wide problems this and I had to come up with some sort of like recommendation. And but you have a board wide problem. You have 64% of the directors all from Atlanta who are directly involved or indirectly involved in Atlanta in the surrounding region, you know. And that's you have bodies, right? They're they must represent like almost 90% of the influence. Oh it's it's a vast majority of influence. Yeah, Amos himself has a 40 year. 10 year at Aflac. Like like you have not only one director, who has arguably cybersecurity risk as a base knowledge and that was from almost 10 years ago, right? What do you do from a vote recommendation standpoint? Do you vote? No on everybody. And here's the worst part about Aflac. Aflac Is actually like a top performer for TSR. Yeah. Right. I that was gonna add that. I mean there. So this is what makes it broken. They are in the 77% out. The peer group they chose for for their metrics, they are in the 77%, Alpha market value there. There are, there are strong performer for TSR. They are in the 31st percentile for revenue and the 26% off for assets. That's their own peer group. That's not my peer group. They effectively have consistently bought three, two to four billion dollars worth of shares every single year. They've actually pulled close to 100 million shares out of the market. And there are only have 500 million out floating there. Now, 100 million out of the market in the last three years. And there are ah they're called a, what is a dividend King? Like they paid for the last 40 years. Increasing, dividends to keep holders happy and quiet. Dave greased the shareholder wheel. So you are a shareholder of Affleck, this massive data breach comes through. You probably are like, okay, well I don't know what the liability is going to be here, there's not many regs around this, I'm sure it's gonna cost something, but this is a darling. They, they are printing me money on the stock even though they've had stagnant Revenue stagnant. Earnings they're printing me money on the stock and they pay me tons of BuyBacks and dividends. You have a board that's totally compromised. This is actually, A wonderful case study. And how to get shareholders to ignore you, and your board entirely, right? You pay your effectively greasing the Wheel, by paying these shareholders and and guaranteeing the Stock's going to go up because you pull three billion dollars of stock off the market. Every single year, there's a lower Supply and the value goes up to see. Everyone gets paid, everyone's happy. So, what do you do? Because you recognize that this is a, this isn't a long-term solution to your company. Yeah, and I will say to your point. This is how good they are. The average support of this board last year was 99%. Yes. Correct, no, 9% is, right? Because this is that's exactly what they're designed to do. Keep support, keep their jobs, keep support and shareholders. It's hard to argue against their what they're doing because you are getting paid, but you are getting paid now, right? And the trade is, Later that actually the data, breach is an example of what you've traded five years ago by not paying attention to it and is costing, could cost you now, right? Like no, but also it could cost you in the future too because they still haven't reconstituted. The border to do anything about it, so they could be more, but the reconstituting the board. This is the this is the fundamental question. My vote recommendation is is there's a fairly simple, Top Line, it separates CEO and chair get like, I was saying, you could vote out, Amos entirely doesn't need to be there. He's a powerful enough. That doesn't matter because he's on the, it doesn't matter, separate the CEO and chair start there, right? Like, start with some basic governance principles, No One's Gonna Be argue against that. My second recommendation, because I basically was like, I would love to vote against basically everyone on the sport. I mean, like, this is, I've never seen. Even at Parker Hannifin who we did last year who almost like Half the board lived next to Columbus Ohio. We did, we did measure, I did measurements mileage measurements that we were within 90 miles of each other. This is a bigger company. Up with a shorter distance for more of the board, 64% of the board or in Atlanta. I mean, that's psychotic to me. So, I wrestled with you vote off this whole board because they're all in the same Community. They're differential that you know, like it's just everything about his nuts instead I said let's vote no on just one other director and that is Bowers Bowers is the lead independent director, Bowers has been there for 12 years. No lead. No one's independent, after 10. Like you can't have a lead independent director who's there for 12 years. He is one of those Atlanta people and Bowers is one of those Atlanta people if you separated, CEO and chair and you replace the lead independent director with a new chair, not from Atlanta, find somebody independent do not let Daniel Amos pick them. You will actually find out a lot who they pick if they're from Atlanta then you know, exactly what's happening. That's not like a deep search for talent that is literally I'm searching for somebody else in Atlanta that I hang out with. So no one Bowers break up the CEO chair, that was where I landed, right? That's uplook that's the proxy content for the week of April 27th 2026. Join us next week when we jump back into the alternative democracy pool. Forever on the lookout for shareholder Shenanigans Dopey directors, scandalous, CEO pay ratios in Wayward Band-Aids. Yeah.