Johnson & Johnson’s big swing. Plus, DOW’s new CEO, Snap layoffs, Meta man board

This is proxy countdown. Welcome to the Big Show for the week of April 13th 2026. Alongside my tag team partner. Mattie, I'm Damien rawlas on today's countdown, A 100% increase in black female CEOs at Fortune 500 companies. The wild wild west of CFO transitions. Snaps, AI branded mismanagement. Umbrella. Shareholder proposals are becoming old-fashioned again. And on the big boat. Matte finally digs into Wayward Bandit, I finally get that dumb joke. Finally makes sort of, let's get to our trade wires top stories, the headlines. Dow has a pointed. Karen, Carter a CEO to succeed. Jim fiddling, who will of course remain as executive chair. Karen. Yeah, Karen is only the second black woman in the CEO in the Fortune 500. Sunda Brown Duckett at TIAA is the other one. Karen was most recently, CEO. I just, I'm just gonna read this part because I just like, I like company talk like this, where she had strategic oversight of Dao's. Business, operating segments, packaging and Specialty Plastics industrial. Intermediates and infrastructure, and performance, materials and Coatings. As well as the research and development environment, health safety and sustainability and Commercial organization. What didn't she? What does that all? I love that. I love that. Now, here's the good thing. Carter. Okay, so she's been there for over 30 years. She previously served as Dows cheap Human Resources, officer and chief inclusion officer, that's got to be the wall. It's got to be the first although they still made sure that Daddy stays around right like you know, not to mention that this feels very raw's Brewery with, you know, at Walmart, except I don't think Dao was like, struggling, right? Is it, is there is there something that they're going through? I It was just not a glass Cliff moment if she's not there to change, it's not a glass, glass Cliff moment. But over the last five years, the stock is down 40%. Okay. So it's not exactly like she's inheriting, they're up, you know, in the last year, they're doing great with everybody else, but they were trading and like 70 dollars a share as, as short of a while ago, as 2021 now they're trading at under 40. Huh. Well, she's there. We also had. Eight CFO transition. I only looked at 35 filings. So now I'm just focusing on the filing of the biggest companies. I looked at 35 Lynx this last week. We're doing this weekly eight of them were CFO transitions. How's that possible? How about this at FedEx? They're getting a new CFO. To CFO already left. The company will conduct a comprehensive internal and external search for permanent successor. I mean, what, why don't you announce all this after you find your successor? And to prove that point there's an interim CFO at corebridge Financial Who was getting a 750,000 dollar special retention Equity award and they're short-term incentive award for 2026 will increase. It will double from 400,000 and 100,000 dollars you so you're spending over a million dollars at a minimum because you don't succession plan. Yeah, I I'm just baffled by what is the board's job. What don't they only do that? Basically, it's one of their major, they do three things, they pay the CEO, the higher fire, pay the CEO. They they over like they vote on mergers and Acquisitions and they vote on BuyBacks and dividends. What? What else do they do? That's one third of their job is pick a CEO and pay them in their not doing this. And they also I'm noticing that if they hire externally which I think is a Partly, a failure of succession planting because you are supposed to be bringing in internal Talent, right? That can rise up, because What you really notice about external appointments and this is not a new thing, is they get a ton of money thrown at them whereas a lot. Whereas, Karen Carter. There might be another filing to come. I haven't but I didn't. There's no. Golden, hello. Again, there is no, I don't see a major increase in her pay. That nothing was announced in the first filing that she's getting a crap ton of money. So that's the smart move is to have talent within honestly and we did this when we were back at the mothership that not only is that the smart move to save some money, but having a this sounds crass, but the the fact that women get paid 80 cents on the dollar is another way that companies save money with us. It is it not only is it Crest, but it's real and actually happens at meta platforms. You know, that's the Zuck company, right? Space books, Instagram directors, hock, tan and Tracy Travis are resigning Hawk. The CEO of broadcom lasted for only two years and he's bouncing right after meta. Said it agreed to deploy one gigawatt of custom artificial intelligence ships. Using broadcom technology as part of a multi, Gigi watch Delight single that now looks like Hawk kind of played Zuck, right? I mean he was, he just there to make this deal. I bet you that was it. Come on. I mean, he got paid for the position too. So he got paid by meta and he's not there with me. He's not there to provide oversight and as soon as he gets his massive deal, he's like all right, see his fun. Yeah. Anyway, speaking of meta, we covered this down to two female directors thing, you know, our proxy continent every week but putting it meta. I know it's shocking to you that meta of all places going down to two women but with Tracy Travis resigning. Yeah, the only have two female directors left but don't worry. They still have. Dana White, you know domestic violence guy. Yeah I remember him. We have Tony XU where there are bro, culture allegations about the doordash work culture. We have Marc Andreessen who's one of the leading anti Dei voices in Silicon Valley who stated that the Dei programs are discriminatory against Merit. I love that all Merit. Not, not man. I like yeah. No, no numbers. No proof, no numbers, Peggy. Alfred she's one of the two remaining women. She also happened to be an executive at the Chan Zuckerberg initiative. So she's not I mean you know, not exactly not providing anything really. And then finally there's Zach and we know his problems with women. He's Mr. Masculine Zuck. Now he, so there you go. There is the meta. So if you need another reason to delete Instagram and Facebook, this maybe this is it, that could push you over the edge. Maybe know, I love your optimism. All right, let's end on some stupid money headline. Okay, actually let's start with something. Bizarrely. Normally. But, you know, to your point earlier and I know you didn't see the copy for the show, this involves a woman. Her name is Paola, Arbor. She's stepping down from her role as CIO at tenant Health Care. But, and we're seeing this all the time now. She's gonna remain in some kind of nebulous part-time advisory role through 2028. It's always 2028 now, wow. Sometime to provide continuing transition services and support under the agreement, Ms. Arbor, now again, a woman will receive a weekly salary of you ready for this. 820 dollars. Wow. Talk about cost savings, right? That's, that's like so normal, isn't it? Like, I don't understand how, how does this happen? That's like a Starbucks barista. Yeah, and I love it. It's like 120. I don't know. I just think it's like this is one of the best moments of the year. I mean, look, this is a model for everybody. Why you've already milked the company for Millions, you don't have to, you don't have to step away and milk them more. Well, why do we have simultaneously? Jim fiddling. Who's going to be executive chair of the board of Dao, which by the way, makes executive come right? Like yeah, executive chair executive, he still gets executive level comp a sensibly to help with the transition of CEOs and all that stuff all. So why does Paul Paola Arbor who was the CIO only require 800 and 820 dollars a week. For the same transition advice as Jim fitterling, who's going to be executive chair of the company and make executive comp to give that advice what? And like, here's the next example of this, which it's not an egregious example, but but in comparison at Aero vironment CEO, Brad Truesdale is also stepping down. He will provide Consulting Services through his liability company. Limited liability company for up to approximately 26 months after the end of his employment at a rate of 200 dollars per hour. So, you know, she's getting a $20 a week. I mean, you know, he's getting four hours. Yeah. And we've seen worse than that, but that's just happened in the last week so there we go at alphabet massive Equity awards for all the NEOS, not the CEO. He already got like, you know, basically up to a billion of certain AI things come in, but the rest the Nea NEOS are getting 130 million dollars total for all of them. That's the aggregate total and there are so getting an additional 22 million dollars. Transitional Following the discontinuation of the senior vice president bonus program in 2025. I mean they make up the stupidest things, constantly to throw more money at these people. Like, that's also the, why can't you just continue a pro, like a bonus program? Why do you have to pay them to discontinue it like this? It's also, the 130 million is the summary comp, that's not how much they make, right? That's how much they're reporting now. Yes, Target amount. So it's already gonna weigh more. Warm more, more than that. And then finally, at Marcia McLennan, Mark McNeely was appointed, CEO and CFO. I hate that. How do you, how can you be both CEO and CFO? We'll see. Damien, you just changed the middle. Oh, to an app and that's all it took. So it should be c o. F o. He gets 10 million dollar, golden hello Equity Awards, so that's all the top stories. Moving on to our proxy cage match. Match match is snap. Plans to lay off 16% of its employees. That's around 1000 people. Citing quote, rapid advancements and artificial intelligence, and which is really another way of saying like we we miss, we mismanaged our hiring, we're not good at hiring, like, we're not good at our jobs and by we, I really just mean CEO, Evan Spiegel. I mean, he has a forget, the name of his business partner, who controls roughly the same amount of voting power, but really, this is Evan Spiegel, I mean, because, There is no Avenue to provide any kind of oversight or investors input at this company. Really other than Evan right? Well snap was one of the most egregious cases, right? Didn't he owned non-voting? Shares. Not he handed out as the shares to investors non-voting shares for I think it was the first. Yeah. But he owns like the value of stock that he owns 27 million shares the twice of the million. Yeah, 27 million shares. This the price of the stock went up 19% on the announcement which means the money they save from acting those employees those real human beings who rely on the, you know, employment at the company effectively, he pockets as Equity gains multiples over, he said in a memo to his own staff. The layouts would move snap towards profitability. So yeah, I mean there you go, he amazing company profitable. Yeah and pocketed the return on It. So this was the reason why it's in the proxy cage matches. Is that this was following demands last month from iranic Capital Management and activist investor who was pushing Evidently essentially to get rid of people to yeah to fight fire people. So Once again, an activist investors really the only way to provide any kind of oversight. I'm not saying I initially agree with the oversight here, but, but it seems to be the only way to get anything going what? Here's the fun tidbit here, right? Given the fact that Spiegel owns all the voting shares and 95% of the voting power. He owns, you know, I thought the co-founder, okay, I maybe I'm thinking of something else Spotify. Maybe I thought they may have a co-founder, but the fact is management, owns this company, there is no public companies, apart private company, which means any activists coming in and saying you should do anything. No One's Gonna listen to the activists unless the activists made the case. If you fire, some large portion of your staff, the stock is going to shoot up his profitability and you pocket it, right? Like that is the only argument that and this is viable. And you have cloud cover because this is the time to fire people. Exactly. Right. You just blame my eye. So I don't believe how much you suck at, like getting your company to profitability, you don't get, you don't blame yourself or over hiring or Miss hiring. You just blame like something else, some vague idea. Aiish know. And, and frankly if you're an activist right now, isn't that you buy the stock, you go convince the CEO, you're going to pocket the gains on saying, AI Force by hand. To lay off these people. You get the stock bump or something and I mean, like everybody wins in that scenario, the CEO Pockets, the equity gains and so does the activists and the activists Never actually has to take an activist stake at all, except in as much as they convince them to to make the layoffs. So if you're an ex-employee of Staff, feel free to write a. Thank you, note to, you know ironic Capital Management who likely was involved in convincing, Evan Spiegel, to cut your job. I have two better ideas, use AI input, all the functions of all those workers that you that you're not going to fire and say, how do we How can we use this talent to make this a better company? Or the second idea is a lot simpler fire. Evan Spiegel. How about, why don't we get a new CEO to make this company? Run better? I mean the fact that could work IP owed what 12 years ago while, yeah, still still not profitable know maybe even speak old shouldn't be running, it may be. And again if you need another reason to to delete social media, how about snap, maybe you don't want your social media company by one dude, right? Yeah, correct. Maybe that's dangerous. All right, that does not work. Uh, Carmax Carmax will add two members of the board following discussions with activists and investors starboard value. The new board members will be Jim Kessler and William Cobb I? Yeah, I don't know. I look, I don't have much to say about this. They seem fine, but we're, we're seeing a I gotta get the data to support this. I feel like the new trend is that the new directors put on boards by activist investors. They really just seem to be men these days. And all. So once again, Activist investor, they're the ones who can change board culture. They just have to kind of scare you. Well, scare the little bit and they get the get directors at it. So there you go. And then giving them say about that. You look now finally ISS, Announced his filed a federal lawsuit. Aimed at challenging, a new Indiana law that has been replicated in several States. You actually mentioned this law, we call that basically, the, the pledge allegiance to the anti-woke, that's what it was, it required ISS and other proxy advisors to provide what was called a regime of state law, mandated warnings, when recommending voting against company management. It's the stupidest thing ever. So I applaud ISS for fighting this. I mean, I look, I got ambivalent feelings at best towards certain parts of modern day capitalism, but forcing ISS to do this is just it's it's theater, it's stupid, it's completely anti-capitalist, it's nonsense. Let's let it come up with. If you're upset at ISS, come up with a better system, I mean, put up a competitor. I, you know, That no one's forced to use ISS and ISS gives you recommendations. I mean, fundamentally, yes, I'm yes, I'm supporting ISS. Yes, well, I support it too. I am curious. Why we waited until 2026, when half these laws were passed in 2022 and 23 to start fighting something. Because I think there's a little bit of erosion of the myth of trump. I think that his power seems to be waning a bit, which means we're not actually fighting the good fight because it's correct. We have because we think we can win it now. We're not as afraid. Yeah. That's right. Yeah. Which is not really a noble exercise, right? So they're not fighting for nobody. Right. Yeah. But but second Indiana. You know that I can go on Reddit and say you should buy the stock with no evidence. What is the difference right? Like section 420 that's different it's it to me. This is bananas just because an investor paid for the advice and you don't like the advice, you're making the advice giver. Tell you all of the reasons why they might have given that advice really where I can get free advice everywhere. That's worthless act on it and there's no regulation about that in Indiana. Right? Like what do we do in here? The whole thing is Kabuki theater. Well there's still trying to, you know, win over voters. Bye bye. Yeah, coming up with the fake fights. I mean, which is what we're seeing in the shareholder proposal World speaking. Yeah, it does turn out that the public does not care about a fake fight with ISS the proxy advisor. Let's move on, to speaking of shared, proposals, let's move on to our vote results table. At least seven meetings this last week. Thank God. This is the Calm before the storm, right? My job. It's coming to get a lot crazier. Only two shareholder, proposals. They're both at Lennar. We had one from John, Chevon 37% support, equal voting rights for each share. That's a win stop at people. I, you know, let's let that one pass. And then another one disclosure of voting results by share class kind of in the same vein. That's from the treasurer of the state of Illinois. So two kind of old fashioned governance things there. What I love about this and let me stay with Lennar for a bit. What I love about Lennar is that they used one of a paper written by one of their directors to tell you why you should vote against that should propose and that's Jeffries on Phil. Yeah, Jeffrey sonnenfeld. Got the lowest vote? Yeah, get to that. Yeah, the lowest votes for any director last week. Yes, 20%. No, but I'm curious. I want to hear an investor argue for unequal voting rights. Oh, please. Yeah, I want to see, give me the artwork. Well, you know the argument. I'll tell you what they used from up until the paper. He used a very straight the Stock over performance, that's it. The stock is better, but, but nothing but but saying nothing about any of the other parts of the company, the long term. You just this this very short-term view of stock price going up. If you have dual shares, I haven't read the paper. My guess is it does not control for the fact that most of the Dual class shares in the last 15 years are just tech companies and the stock over performance is Zuckerberg and alphabet and like, like the massive companies and with growth one. Yeah, but I cannot for the life of me, figure out exactly what an investor would argue for dual class shares. When management is voted in every single year at a 96% average rate. Anyway, well, they're afraid of their Founders. I mean they don't want to go against the founders, I guess. But who are you going against? No one goes against them, even when it's Elon, Musk is gotten to every pay package he asked for, he's gotten, he wins every single vote, it doesn't matter. So what exactly they don't want to be told what to do. They don't like activists make a case that is there's like not a real world case, don't tell me, you know, TSR is higher a dual class companies, make a real world case because the TSR would be exactly the same. If it wasn't dual class you are implying. The Dual class is causal for stock increases. It is 100% not causal, whatever argument you're making, it is not causal that the Dual class shares increase TSR, which means the only thing that's dual class shares does is insulate the management and a Founder's from repercussions when they don't over perform it all right. Yeah, not actually provide a return. Let's stay on this topic because there's really nothing more to report from the voting everything was as to your point. Everything was very management. Friendly, the only blip was that a big Larry holding? Which is a company run by Sardar belari, who was one of the guys, most angry at Cracker Barrel. Yeah, the Cracker Barrel guy. He is a big anti-walk dude. Despite the fact that he controls 73% of the vote, if you, if you just, If you eliminate that basically the whole board got 50%, no, including him. So that to your point, the Dew clutch. There is no justification for Duke, last shares. There's none, there's no justification. All right, let's but let's talk some more good news here. I'm gonna talk about some upcoming meetings next week and then I'll briefly introduce Johnson and Johnson and Matt will take over There, there are 16. Meetings coming up next week. Two of them are special meetings, including KKR. Which is having a special meeting to resolve some things. That's bylaw because it's part of the sun setting of their dual class shares. So even KKR, which is no small company, right? I mean, this is a global investment firm, whatever they do KKR. They are getting rid of their dual clusters. It was baked in to the, to the right, which is what we've been calling for is just if you're too chicken at first and you need, you need to dominate everything out of the gate after your IPO, fine, but you get it. You have to do sunset Provisions. We got to get otherwise You got snap. You just have a you just have a struggle and mess and it's good for nobody. So so I mean, but let's be a little bit honest. Okay, kkr's Founders, kravis Roberts and it's still a model. I know you're gonna say, it's still a model. Now I'm saying that they're 82 years old and sun setting. The Dual Clash of Eagle to be a. Do we have to wait? Do we have to wait for something to be done? I'm just saying, there's a, there's a mechanism in place to do it. Let's just do it. All right. Now, here's the interesting part of the upcoming meetings, which which is kind of a new Wrinkle in the early proxy season. So they're 14 companies with normal annual meetings. Seven of them have Cheryl proposals. So there, you know, I was thinking maybe they'd be a lot of zeroes but actually half of them have proposals. They're not excluding everything. And here's the, the vast majority of these proposals seven out of nine. Are old-fashioned governance proposals the Jeep. So they're letting the John Chavez of the world go on to the ballots. They're excluding a lot of the, the woke and anti-walk theater. Ah, which is, you know, I didn't see this coming. There's only one I'm calling it h. So, it's now, ESG and H is the the that's what I'm call The anti-woke Proposal, I'm calling them. The hate proposals, they hate everything. And that's their excuse for their excuse for whatever they want is that everything sucks. They hate everything. And so vote for this and they usually get under 1% but there's only letting one on and that's it. Levi, Strauss and the other one I thought was interesting too. There's one s proposal, one social proposal. Ah, this is from HCA, L Healthcare. The proponent wants a report just, you know, basically giving data to on the impacts of all the hospital Acquisitions have been going on at HCA Healthcare. But this was a reason why I'm including this is that I haven't seen this type of proponent before, and I just think it's great and interesting. It's it's from Julie Mayfield a state senator from North Carolina. How come we don't have more of these. So we have you seen these, okay? We so the version of this that I saw was at Disney and it was excluded and it was someone who was actually running for office. Okay. I don't know that. Yeah, yeah. I don't know that. I've seen it in comment, but I actually give the fact that most a lot of this is political theater to begin with. It's no, it's such a short line between an actual politician and a shareholder proposal. Well, this one is clearly not. Political theater that this report is asking for things. Like, you know, the number of position to purchase post acquisition, a comparison of pre and post acquisition patient satisfaction, right? I mean this is just data, she's asking for data to support the effects of acquisition. This is not theater in any on any level. I mean, well, here's what I'm excited for that. What this First of all, it's impossible Floodgate but what I like this Floodgate. If, if any other state senators or state reps or centers or reps, pay attention to this, what they can effectively say is the, who's the largest employer in my state number one, what policy initiatives are we trying to pass that? They are fighting number two and I know I own them in my pension, period number three, that means you're in a position where you can easily file a proposal yourself. And if the large employer in your state, excludes your proposal. There's a tremendous amount of political risk to that, right? Like imagine, like telling this, the state senator, who's on like the oversight committee for you, that they're going to exclude your proposal to get more data because you've ignored them through legislative processes and now you've just taken it to the investors to demand the data. Now these are likely lose but it is a very easy way to out any company whose skating data that you're asking for through the legislative process and you could see how this immediately becomes this like a political cudgel And I can't do that. I, I mind it. Like, I like I want data on the number of physician departures post Acquisitions. Yeah, I want that. I finally, let's move on to the the big vote for the week that's Johnson and Johnson few observations. I don't have, I don't have a ton on this one, so I'm kind of curious for you're going to go with Johnson & Johnson. First of all, here's a trend I hate I understood. I understood it during covid. Virtual meetings now it's, they're all virtual. It's terrible. Look, I don't love getting together with a bunch of people in a room with a smelly carpet, I get it. But these are your shareholders and this is a terrible way to control your shareholders. In fact, we've watched a few together online and, you know, the they have the proponent to read things on tape and the video. So it's just it's a it's a you can't sway people with a video. The whole thing is, it's done. It was our to begin with the meetings are our first Circle but the vert the virtual things should go away. There's no excuse for virtual meetings. None, unless the pandemic is fine. I'm okay, some of the proponents like Jim McCarthy have timed, when they say, the vote is open to when they say, it's closed in the virtual meetings, and it's like, second's like these young clothes. So, it's a way of controlling shareholder voice. It's another way. All right. Yeah. I'll get my other observation. The, the skills of the Johnson Johnson board were concerning to me. Let's come back to them. Okay, I'm gonna talk about them. And then finally, I said, I didn't have a lot, but I had some things to say about the skill sets. The other thing is that the board power is concerning me, the lead director and the CEO. That's CEO Joaquin, duato and leading independent director, Maryland Houston. Control 42% important influence. That's concerning to me. It's too much power in the hands of these two. That's it. That's all I got. Take, Johnston, Johnston. What do you have? All right. Well, first of all, I need to tell you that Johnson and Johnson spun off. Ken view in 2023 and view was Johnson Johnson, right? Yeah. And can view makes Band-Aids. So we're not, we're no Wayward Bandit. What can I just say? I know we're not talking about cam view. What a terrible name for a company? I mean, I mean, Band-Aids are one of the best products ever. You can't you can't like call your company something to do with Band-Aids. That people know what it is. They also make Neutrogena and Tylenol those are big Brands who hates Band-Aids. Everyone loves Band-Aids, but we're gonna, this is actually important, the spin-off is important. Like, all right, so start with the stock, the stock is up 50% in the last year, 44% in the last five, right? This is, they just announced actually a couple days ago. The 64th straight year of dividend increases 64 years of dividend increases because it's one of those old, you know, blue, bloody American companies, where dividends you used to matter a lot, and people love dividends and they keep increasing them. But 2024, the PE Ratio at this company, was hovering around 10. And now it's back to around 20 which is it's it's normal average. A lot of that has to do with the fact that they spun off can view and what they did. In Stead can view meant was stable income. Your, your always going to sell Days. You're always going to sell Tylenol instead. What they pivoted to was bigger bets on long-term drugs, they're their drug pipeline so I have yeah I should add that you say they're always going to sell Band-Aids in town. Wasn't the Trump Administration trying to convince people early on. Nobody bought it. No it's causing. Causing did Spectrum Disorder. You know, my wife is a doc, and she had a very well, let's just say that she had patients. Who were entrenched in a certain in certain ideologies and said, they were refusing Tylenol because they heard it caused autism. Well, that and the great thing about that too. Is your not only your blaming women, right? Because they, they chose to voluntarily take Tylenol during the pregnancy. Anyway, that's literally the worst keep going, but basically, right now you've removed stability, the stable income of kenview and you've replaced it with the big bats and you're getting paid. Now in the PE Ratio you, Notice the PE Ratio spikes back up and it that suggests that investors are paying for future Revenue. Not current Revenue, because Revenue has had some steady growth but it's not big turn, big Revenue growth, it's pretty steady. And now investors are just pumping up the stock price because they're betting on the future pipeline of drugs. All right, so you've two things have happened. Okay, you've increased the dividend for the 64 straight year and you sold off the company. They gives you stable income year in and year out, right? The sold off your consumer division, which means Dividends are likely to eat your ability to make the big bets as in your paying out money to investors and that's money, you could be using on big bets, right? Like so you notice that growth companies, don't pay dividends like tech companies almost none of them pay dividends until you know they pay a little bit just to pay their Founders for their massive dual classes like meta did. Yeah, it's funny you Mention that because of all companies, the tech companies should be paying dividend to non. To non-management figures, right? Because that should be a thing like thank you because you have no voice here. So thanks. Thanks for staying with the ride. Right? But no that doesn't happen. So if you're paying out those dividends there's some some chance you're short-changing the big bets. Or the big bets will eat the dividends as in. You just announced a dividend increase, the market likes. Your dividends has always used your touting 64 years of straight dividend increases, but you have to pay for these big bets. So is that dividend? Any more is, it's sustainable anymore? Are you just gonna have to take that away? You're gonna have to eat it because if you don't how you funding some of these big bets. Now, right now, they're in a sweet spot where they can kind of do both. But what you need is a big bet board. You need a board. Who's designed and used to taking big swings on long-term bets, okay? And, you know, more like a biotech company, you know. Yeah, with with with, with a, an existing drug pipeline, then, like a consumer Brands company, my governance spidey sense tells me having spent some time with his two days. Is that this ain't the board for big big swing. There it is. Yeah. I mean like so so the question is, is this a big bet board or a big friendly board, right? Like and and now I'm going to put myself on, I'm gonna use the same thing that I did last week, where I'm gonna, give myself the 30-minute shot clock. I am going to look through the date of that, I can find on this company inside 30 minutes and then come out with a verdict. Okay, so we've got a big bet. A new big bet company. The big, the first starting point for me was they should probably have some medicine and Drug experts on the board. Yeah. The first thing I noticed was why are 80% of the MD phds? The people who might have the drug expertise, the medicine expertise, they're women, but only 41% of the Border women, you know, the you know why. I mean, right? The men come from Best Buy Sherwin-Williams, JP Morgan, Ernst & Young, a Duke professor of medicine and Advocate Health, which is a health policy group, okay? The women are a professor in biology, a professor and biochemistry and biophysics Lockheed Martin. The president of Wellesley academic these angels and the Army certain like the surgeon in the Army. So you have literally like military plus. I did the surgery look as we know we've been following this forever. Women have to work twice as hard to get into position to earn twice as less right essentially. Like but that's that's just the way it seems to go. Unless that Man knows everybody to begin with because the only woman on this board without a PhD or an MD was Marilyn Houston. The lead independent director, who is the CEO of Lockheed Martin. Yeah, which is totally incongruous with what Johnson and Johnson does they manufactured weapons and planes dropping bombs is not the same as applying Band-Aids. Apparently not, I don't think so, so does keep the Band-Aid business thriving. Yeah, go ahead does any board that you could think of encapsulate, the the like gap between male standards and female standards better than this board, right? Like the men are basically Best Buy in Sherwin-Williams like paint. So all of the retail consumer facing experience is not necessary on the board anymore and it's all men. So there is a case that could be made to just vote the men off this board because they literally have no experience relevant to the future of Johnson and Johnson. But that's not what's going to happen here. Here's a game I want to play with you and I pulled this in my 30 minute games. Um, the skills Matrix, John and Johnson showed the skill of Science and Technology. Yeah, this is right, this is the same stuff I highlighted, go ahead. So this is perfect and then you'll then you'll probably know the answer. There were five people who had Science and Technology as a little check mark on their skills Matrix. Yeah, which is disturbing because a lot of the other categories, you know, international business strategy, Financial executive leadership, blah, blah, blah blah. All way higher than five, five almost all the directors had those things. Those things are the most fungible assets at this company like this company can hire anybody for its board for the most part. And you so getting somebody who had like a econ from Wharton, he's a billion of those. You can find those easily signs. And technology is what you need, there's five little check marks. Can you guess the person who doesn't have one of those little check marks? Guess the person, it's either the well. I think we were leading me, it's either the two main power Brokers either the lead directors of the CEO. In the CEO does not have science or technology on the company's own skills Matrix as a skill. Oh, that's self-reported. That's self-reported. That's not the free flow data. The self-reported data does not have the CEO with a science or technology background so he's a career He's a career, Johnston and Johnson guy, but he yes. But to your point. He looks like he he's a business, he graduated from business school. Despite the fact, That I love this part of his wrinkle and his background. He's a business guy, but his mother was a nurse, his grandfather was a pediatrician. And his grandmother was a pharmacist, but he's a, he went to school. They should have hired. Those three. Yeah, they were unavailable. Yeah, and I was gonna say about walking duato, he's a, he's Spanish. Is that The other thing with disappointing is that his other board service? It's not even at a place that he could gain something relevant. It has, it's an oil company. I mean company go somewhere. You can gain some something relevant about it, except that he did gain something relevant because he was on hess's board where he's connected to other oil, Executives who are connected to Maryland, Houston director. Yeah, the thing you get is not the thing you need for this company. It's the thing you need for your career and potential money machine, which is a tight relationship with Maryland. So that you you were sure that she's not going to challenge you and that you have complete control the boardroom essentially. Well, I'm just saying qualification. I'm going to come back to Maryland in a second because here is the board skill requirement position from their that from the actual proxy. This is what they said. One of the things they said, and they only have like four or five bullets for What are the base requirements for a director on this board. They don't listen to list. They basically lists four or five things. Quote have expertise and experience relevant to our business, and the ability to offer advice and guidance to the CEO based on that expertise and experience. So, which somebody explained to me, how John Morris? Who spent 40 years at Sherwin-Williams who has no other experience? Two things are true of John Marcus number one, his core value add is not going to be necessarily relevant to Johnson and Johnson in any way. Being a paint executive has nothing to do with like taking big swings on drugs, at Johnson & Johnson, not to mention his other board service. He's a busy beaver. He he's like he's at a cereals company. He's at a male company and he's out of a dishwasher company. Correct, world pool ups and General Mills second, On the skills Matrix self-reported. They gave John Morrison. Healthcare industry experience know that. Is that from the paint. Oh, because you know, I know why, because, when you, when you sniff a lot of paint, you get right, you get, you get a little woozy, right. And here's the reason why, and then I just see a doctor and then you learn something from. I remember Curious George or something, like 10 minutes of my 30 minutes on John markets. Okay. He is the chairman of the board of directors for the University Hospitals, Health System And that is you uh, is a Ohio based hospital system. I was like, why is Marcus on this board is on this board because he's from Ohio? Oh, he's from Cleveland where this is based. And the qualifications to join the board is to be rich. And from Ohio, because what, the, what half the board actually does is raise money. For the hospital system. That's what hospital boards do. He has literally no skills related to health care. I'm not sure he would know what like where the appendix was. If you asked him he's just from Ohio and was the CEO and wealthy and lives in Ohio. That's it. Yeah, I I wish we could clone ourselves and create a new part of our company. Just focusing on these these auxiliary boards. He's non-profit boards because there's so much. That we could cover there. In fact, this very the Johnson Johnson board Hubert Joly. Also triggered me personally because he's he was at Best Buy, right? He's on boards. Like Ralph Lauren. He's a trustee the New York Public Library. It's like, come on course, really cool guy from Best. Buy the, so the store that is like, its main goal is to stop you from reading books. I mean, that's what is Best Buy there for like really? I just just watch some more Netflix. Dude. You know, they also sell Whirlpool, right? So they give your you can wash your dishes. Yeah, well, but so why the question has to be asked, why is someone like, Mark is actually on this board? So Mark is on the, uh, board with Chris Gorman from keycorp. Who's on the Business Roundtable with Maryland. Houston and Mark is board member. When he was on Sherman Williams. What one of his board members was Jeff FedEx, who was on the board of DuPont with Maryland, Houston. Yes. So, here's what you see happening on a board like this, and this is why it's important to talk about big bet, boards versus professionalized boards, professionalized boards, the members exist to perpetuate the membership, right? That they swap members, they said on other boards with each other. There are non-profits with each other. They know each other from circles like that. And they are, they're not to challenge management necessarily. They only challenge management when management fails and their jobs are at risk. That's the only time they'll replace the CEO. Otherwise their job is to make sure that they all stick on boards together. That's a professionalized board, that's what John Johnson and Johnson has. They do not have a big swing board, you know. Just one more thing about workers and and part of this does like this is triggering to me because it does suggest a little bit to the being a director is sort of a nonsense pointless thing even though we know it's not You don't need any proof of being, a good director to be a director. Since 2024 two years ago Marcus has been added to four in big company boards. I mean really big important companies, Johnson, General Mills UPS world pool. There's no proof that he's even a good director. And now he's over taxed at four different color. I mean, it's like, what a joke? I don't understand. How do you what is this? I don't understand that at all, really? I mean, that's just, that's just the question of who, you know, right, like, that's not, but that's not. How does that help shareholders? That help stay holders that doesn't? Well, how does this help? All right, so I mentioned, we've mentioned, Marilyn Houston a few times. Alright, let's come back to Maryland, Houston. The the I've never seen that before. The way four big boards in like a year, have you seen that before? That's when he retired. He just pick up the phone and they're all like, yeah. Like, yeah, man. Fun guy, join us. Yeah. Maryland Houston. Who is the lead independent director? Johnson and Johnson has a mandatory retirement age of 72. She 702 you want it, but they can't override us. I saw on the proxy. Not only did they override it. So this is her opening letter in this proxy quote, fostering Innovation, and continuing this level of performance requires the right mix of expertise and Leadership on our board to that end. We are pleased to have elected two exceptional new directors, in 2025, Daniel pinto and John Morrison. So Morris is just joined even though is no relevant experience. They've already spun off, Ken view one on earth. Do they need? Somebody who's got retail experience for? No healthcare experience is beyond me. But then she says, quote, I was personally inspired by the independent directors. Decision to extend my eligibility to serve on the board for two years beyond the company's retirement age. I will continue to prioritize engagement with our shareholders and solicit feedback as we strive to maintain the highest standards, the governments from the company. So she hid the mandatory retirement age. This year, she should be off the board this year. They didn't. Say great, we want you to stick around for another year? They actually presuppose that investors will care. So little that they actually extended her eligibility for two years, that assumes that as she wins this year and B, no one cares next year, what kind of what kind of what kind of a leader anyways? Is it that doesn't even fall their own rules and can I just say that to your point about Markus? They both have the same first skills and qualification listed which is basically nonsense expert expertise and executive and operational leadership in a global industry, right? So you don't even need both of them. I have that right right. I don't need but you you don't like them. That's right. I don't love more kiss but you you could be the new lead independent director. If you're gonna Point him, I don't know why not. I just like that. She followed up the fact that the board ignored and she leading the board ignored, the boards rule for when you should retire and impossible in the next sentence, we strive to maintain the highest standards of governance for the company. The next sentence, how did it? I can't believe that people were such sticklers to the attendance thing, but yet this one passes, like, speaking of attendance, right? You mentioned the overboarding problem here. Like the overboarding problem. It They're CEO Joaquin, duato has five board roles currently when you count his non-profit boards. This is the Bryant Hemphill award for overboarding ISS and glass Lewis suggested voting against Brian, Hemphill a director on a John Wiley mentioned. Because because he was overboard, he hit the five board threshold that basically triggers an auto vote again. It wasn't five public boards, it was not five public boards. In fact, three of the five boards were like the, the Johnsonville local Chamber of Commerce. It was like a board with seven people, who all like, go get coffee at the local Starbucks. It was not like a board board. It was like a baby board. Are you Mark Mark McClellan? Yeah. Meanwhile, Mark McClellan on this board, the longest tenure director Duke Center of Health director, Professor that's on the alignment. That's a that's a lot right there. That's a busy, man. I I'm pretty sure that that takes all your time. He's a professor at Duke. He's acting Professor. He alignment Healthcare board signal board. Both public companies, directer of research America, chair of the National Academy of Medicine. I mean, director of the National Alliance for Hispanic Health directors, program IQ Direct I'm not done directly. United States of care co-chair. Guiding committee health care, payment, learning action, that's incredible. Whereas this auto vote against for investors, I mean, why isn't he Brian Hemphill? He doesn't like black skin, I guess maybe the vote against them this year maybe they'll write, they have to CEO. Duato is on Johnson and Johnson's board. Also the Business Council Business Roundtable, New Jersey CEO Council on the Spain, us Chamber of Commerce. That's five roles, Mark, Weinberger JM, MetLife Saudi aramco. Those are three boards right there that are public, senior advisor to Tanya senior advisor, Stone Canyon industry's senior advisor to Neo director of the NBA are directly. What are we doing? Well, look the Hempel thing is a direct parallel to McClellan because they're both academics. Too Hempel. Was the what president of Old Dominion? I'm trying to remember where but McCombs same situation, they have to vote against McCullough. They have to, I mean, if there's not an auto triggered vote again, Then they're not using these. If it's not an auto trigger against McClellan is and he's not voted out, it means they're not these companies advisors, they're not using data, they're not actually making any sort of data-driven decision, because mcclellan's been there for 13 years. He didn't just join these boards last year that it's, like enough already anywhere, right? I mean, we've already established like he, he's over boarded. So, 30 minutes was up. Okay. That's a long. Here's the. That's what I did in 30 minutes. That's not actually that bad. Here's the game time decision. Here's go ahead verdict number one. This is not a big bet board. No. Did sure it's low Tower Loan. Tenure sure, there's some power dispersion amongst non Maryland, Houston and CEO duato. We got to get rid of But here is, you know, that he was in the chair of the nominating committee, which conducts an annual review of the board leadership structure to have to order leadership. I wonder who made the decision to extend her on this herself doing well. She has a nice mirror and the boardroom. All right, what else? But there is no one on this board with core skill. That has power. There's no one to take a big bet with power on this board that doesn't exist. This is this is a this board is about this board. It is not about future-proofing the company. These are fiscal managers, they aren't big bet. Managers number two, verdict. Number two, This is a, I didn't even mention this, but this is a traditional overpair. In fact, the advanced metrics on this board show, this is an atypical overpay board. This is a board that is paying their CEO for future performance. Not current performance, they didn't pay this, they didn't give this CEO a package that says, oh, we really appreciate the growth. You've given us, they gave them a package. That says, maybe you'll grow someday, right? Like, well, you earn this pay, I wrote that down too. You know, every year in the last three years is total direct conversation, just magically grows three million dollars. It's totally summary. Jumped nine million from last year. Yeah, it's just like a magic growth pills. It helps when the metrics used to actually pay your CEO. Include TSR, which got pumped up, not because he did something new, but because he spun off kenview, right? And said, he was going to make big bets and has has been spending his time fighting lawsuits for vaginal mesh and baby. Lawsuits, right. Massive lawsuits, actually lawsuits big enough to take down. Huge portions of this company. They just settled one of the, like, the lawsuits for a single woman. For the vaginal mesh issues 57 million for one woman because it's, it's so bad. So paying jury verdicts that you lose and selling. Your stable assets does not seem like something worthy of overpaying your CEO for ya 360 to one CEO pay ratio there too and verdict. Number three. This is a board that is clearly too busy to pay attention. And anyway, I don't know. That's you expect that part of the point. I think. So, here are my vote recommendations, easy vote, no against, Maryland Houston. Well, that one's not even. We don't have to think about that because she's reached the retirement age. So, move on. Next, the next set, the move on. Move on. Yes. Number two vote. No on John markets. Yeah, I know he just busy but he has no useful skill for a big. Board on drugs right paying I you know paint I don't know. I feel like this paint and drugs are the same thing sort of yeah I guess so but what people like it? Like at risdee a lot of those guys look there's kids are doing a lot of pain. Yeah they do drugs they do a lot of drugs. Yeah. And then number the vote, no on woods and Pinto. Okay. I know Pinto just joined the board and so did Marcus guess what? They both got added to the pay committee. A pay committee that Maryland Houston is also on Jesus. And they overpaid, duato. Oh, you gonna vote against? Hey, which is my next vote. No, on pay. You have to vote against the members of the pay committee who set the pay Houston on Houston's on four different committees four. Yeah. And then finally vote. Yes, on the one shareholder proposal of Johnson and Johnson. Yeah. In independent board chair, come on. I mean that should be at every company you're guessing this Houston, you can separate board chair from duato. He doesn't need it. And their principal zero reasons for a CEO. He's been at the company for 30 years. He's used to having bosses at the company. He did it for 30 years and the worst mother boss, the worst possible outcome here is just injecting new insight. You frankly duato has been at a company that was a stable Growth Company making baby powder and you know, soap that doesn't hurt your eyes for the most part. The divisions he actually worked in were consumer health. Why on Earth don't you want a board chair? That has future experience relevant to where you're going making best signs of drugs and pipeline, drugs, and right. Go do that. Those are my votes. That's a good one. I didn't think you'd get anything out of Johnson Johnson, but you nailed it. That's the proxy countdown for the week of April 13th, 2026. Join us next week when we jump back into the alternative democracy pool. Forever on the lookout for shareholder Shenanigans Dopey, director scandalous, CEO payers in wayward. Kenview Bandits. Yeah, I'm so excited. I I did not know what kind of you did Ken.