Adobe’s succession vote, plus Paramount’s whistleblower, BP’s new CEO, AI’s proxy tilt

This is proxy countdown. Welcome to the Big Show for the week of April 6th 2026. Alongside my tag team partner, Matt mascardi, I'm Damien rawlas on today's countdown a problem. Child gets paid to fail at Paramount skydance. Oracle's new CFO is already the decision maker on our own pay. AI prefers shareholder activists. Hewlett Packard shareholders are yelling at ghosts and on the big boat, Matt opens an adobe document and you know, drains his system resources because they're all gone. Let's get to our top stories. We're now doing the show weekly. So I only looked at only about 44 filings and last week, but the headline Jeff, shell, president and board director at Paramount skydance, stepping down after allegations of SEC violations. Came under scrutiny after Gambler and whistleblower. RG Cipriani filed, 150 million dollar lawsuit. Alleging that shell shared confidential information in violation of SEC rules. Now, shall previously left his role as NBC Universal CEO in 2023, after he admitted to having an inappropriate relationship with an employee. So this is who Jeff shell. Is this is the double. Yeah, he's hit a double. The company said, it does not find an SEC violation and the claims were baseless and that shells, taking forcefully legal action, but they still let him go. So there you go, his future at Paramount was already in question because after Netflix fail and its bid to acquire Warner Bros, the acquisition of Warner Bros puts Executives like shell on, you know, kind of an unsure ground because this isn't really have a defined role at the combined companies. So I don't, you know, it's hard to know what's really going on here. Of course, the filing set nothing. But what it did say is that he is getting approximately 16 million dollars to leave. Of course, they don't do that math for you. They kind of just they say it in words. They don't actually get the figures, you know, you have to go into the proxy and understand what it means. What his cash Severance means what his Equity acceleration means, but what it all adds up to is 16 million dollars. I like this, this nugget I found in the agreement too. That the executive that's Jeff shell. Shall not issue. A Prestige statement announcing anything about the separation without the advanced approval? The company I just like that little. Yeah, that's a nice touch. I, I would say though, it sounds like a lot, but he's going to have a lot more in legal fees, so I, you know, actually we should take pity on him. Yeah. BP has a new CEO as a April 1st. Her name is Meg O'Neill. She is BP's. Fourth CEO, since 2020. You know, usually you call when a woman to clean up the mess like a lawyer than four CEOs in six years, right? Like they BP's late to that party. She is the first external hire a BP and more than 100 years and also the first woman to lead a big oil company. So there you go. Meg O'Neill. Good luck with that. If they should have called in the woman for the third try. Not third one. Yeah, yeah. Two and then finally, two open AI executives are going on medical leave. This is kind of odd. It's always women leaving open AI, the company's Chief marketing officer. Kate Rouch is stepping down to recover from cancer and Fiji SEMO, you know, Fiji she's open ai's CEO of artificial general, intelligence development. Taking a medical leave. Here's the quote, this quote floored me, this is everything wrong about the tech culture. And I, I think, I complained on every single one of our shows that this whole industry needs to slow down, For the sake of humanity, slowed down. Get some guardrails, get some regulation, listen to her quote. for my entire time here, I've postponed medical tests in new therapies to stay completely focused on the job and not miss a single day of work. What? Not a great idea. I really floors me. I mean I I really I'm astounded by this kind of, it's not a hero. Fiji you're you're nobody should postpone medical tests and therapies for anything honestly well I I do want to congratulate you because you picked three years ago at this point you maybe four years ago on a prediction show you chose Fiji SEMO. Does Mark Zuckerberg's replacement at Facebook? Yeah. Then Facebook And you, your theory was Zuckerberg's under a lot of pressure. He's going to step down. He'll be executive chair and he'll bring in somebody who he can control. Fiji CMOS the perfect candidate. And here Fiji SEMO is open ai's. CEO of artificial general intelligence development, which is basically the same thing. Number two, it's the same. Well, it's funny, you mentioned pressure because I don't want to get too deep onto. You know, the diagnosis of her medical conditions, she doesn't have cancer like the chief marketing officer. What she really has is a condition of chronic pain, really? It's one of these kind of undefined sicknesses that many people think comes really from stress. Hit you hate your life. Yeah. And these people like they chase all these different kind of you know. Treatments and cures or whatever. But it doesn't surprise me that, you know, you work for Zuck. You're working for Sam Altman who was called a sociopath in an article in New Yorker this week. And you refuse to even like go to the doctor's office. I mean, this is just the culture and not Chris says it all about that culture. This is why it needs independent directors until everyone's knock it off. All right, moving on. In our down to 2f. I now I cover this. Now this is like a normal thing. I covered this every week boards going down to two women global net lease. P. Her name is pea superiority. She's resigning. They also have an M Therese Antone. I was actually complaining on a recent show that what? What's with these men with all the initials the first initials? But here's two women. I've never seen. Have you ever seen a woman with a first initial? No, I have not actually. Yeah. Um, I know that's meaningless to everybody but me at trade desk. Four directors have stepped down since March 19th. So you know, bit shocking there, including two women, they're down to two women on the board and then finally same app. Love and Alyssa Harvey, Dawson, resigning. Okay, now let's get to the all the stupid money Bungie. Global special one time Equity Awards to all NEOS and including 8 million dollars for the CEO Gregory Heckman. Two three million dollar golden parachutes at Whirlpool two different Executives leaving at broadcom new CFO. Amy dooner gets 35 million dollars in equity in one million dollars in cash just for joining Lille. Um and then two two good ones that I love here. Oracle new CFO, Hillary Maxson. Her golden hello includes 250,000 dollars in relocation costs and 26 million dollars in equity 80% of his time base. But here's the part that I've never seen before. This is says this explicitly, she will be able to select the equity vehicle for the for her Grant as either. 100% stock options or 50% stock options and 50 percent restricted stockings, she gets to choose. What's the point of having a pay plan? What's the point of having a competition committee? Like, what I have never seen that, she gets to pick What would you pick? I don't know. It's all sounds like money to me. I don't, I mean, she hasn't even proven herself. I would take, you know, take whatever, take it all. Trust me, take actions. You're happy with 25000 dollars in real location cause they I would, I be the worst negotiated they would offer that first. I'd be like, okay, just say I'll take the job and finally, this is my like one of my new favorites is these these bonuses for people doing their jobs, a special 2 million dollar Equity award to Chief Enterprise Services, officer and chief of staff to the CEO Frank laprade at Capital One Financial In recognition of his contributions to completing the transaction, and his anticipated work. Relating to the integration of the brexit business with the company. So you just you know it's just doing his job and you know congratulations will work. We think you might do. Yeah I could suck at it but like we talked about this last week is that that's a sports contract. We just gave you two million dollar signing bonus even though you're in the middle of the Season. We're just gonna give you two million dollar signing about us all so question. What is the chief of staff to the CEO Capital One Financial never heard of that? Like what does that person do? They do the calendar. They set up events and they closed transactions. So what I don't understand anything that's happening and then ah finally a couple of oddities that I always like to look at at the appointed class one director. Eric Ruben who doesn't knot up for vote until 2028 that always makes sense to me. And how about this HubSpot? Uh Ron Jill is stepping down in June and being replaced by Mike Berry but he Mike Barry is not taking over in June. He's already on the board. So his replacement gets the join the board before the meeting Novo, but the other guy gets to step down at the meeting that they circumvent democracy everywhere they can. Yeah, it's it's honestly, like, I know, like we're probably one of the few research companies that take full umbrage with this, but it, this is the perfect symbol. Of an over an organized system that doesn't care about its shareholders, right? I mean, look, why why can't he just be up for a vote initially at the annual meeting? Why is the already on the board? It doesn't make any sense I. So is he not going to he's not going to be up for a vote? Well, that I don't, you know, I don't know. I don't know. The HubSpot actually has this proxy out. We actually you're right. We don't have a proxy. We've seen that recently, we've seen, I don't remember what company but we just reported on this a director who was put on the board before the DirecTV didn't make, the didn't make the cut to actually have a vote. I think it was like two weeks before the AGM happened and they must have, you know, out of printer paper. Yeah. Because they could not figure out a way to put the person who they appointed before. The AGM to go to a vote at the AGM, that's something to watch. It's I think that's going to be the new thing we talked about, you know, directors, you know, third within 30 days of the end of the AGM, getting added basically as a combat for a full year. Now we're at negative, we're actually negative days. You know, it's nuts. How are you? How are you replacing the guy? If he's still there? Are you sitting on his lap? I mean, what I don't understand what that is. All right, let's move on proxy. Cage, matches proxy, advisor ISS is recommending a vote against the BP board for revoking, two resolutions from 2015, to 2019, that required company specific climate reporting, they both passed with near 100% support and now they're like this again. This is BP, this is Meg, O'Neill's new BP. So she'll apologize for it even though she had nothing to do with it activist shareholder fall. This remember, they were sued by Exxon last year. They're agreeing with ISS and they're warning of possible, legal action. After BP refused to put one of their proposals on the agenda at the upcoming meeting in April. So, I mean, we'll see what happened, but I applaud fall this if they do suck because I think they should, they should be suing back. Look, think about Think about Meg O'Neill's first three weeks in office. It can't have possibly been Mega O'Neill's decision to both remove follow. This is Cheryl the resolution this year and to revoke the 2015 and 2019 climate reporting. Yeah. Resolutions that the likelihood that had anything to do with her, is near zero. But that's what Murray awaken clause and the BP board leave. So, with actually is basically to show up at shareholder meetings, to get yelled at. Yeah, and Murray's out too. They have a new chair and it's a good point because this might be the first time I mean, I SS is recommending a vote against the entire board. That's the reporting which she's a director now. Like she gets a vote. Again, she's been there for 82, like this is exactly what happens. That's what you in charge every time because you, you know, you're going to Get a ton of flack, you just throw them in the fire and then when they're voted out or voted again, you know. Oh sorry about that. Here's a activist investor that needs to hire free flow analytics. Shock capital is renewing its fight to. Well I mean they all do. They all need to be using free-flow data? Yeah I believe they don't and they need our the valuable Insight that comes with the data shock capitals. Renewing its fight to revamp. The leadership of novavax saying the current board has overseen a destruction of shareholder value. They always say that, okay? So shocked Capital owns, 9% of the stock. Will vote against the re-election of the entire board and vote no on pay. Up. But they said, they will not be starting a proxy fight because it will be in the minority quote against an entrenched eighth member board. I don't know what they're talking about. What is their definition of entrenched? There are first of all, they're nine members in the board, I'm including the CEO John Jacobs, who joined in 2023. 7 of these directors joined in since 2020. They're not trenched at all. So I don't, I mean, you're wrong. That's all, and it's only two and there's only two women to push her around. I know activists love getting rid of women and putting in men. So the new thing. Yeah you can't, you could fight this sport shark Capital. This is an easy one. They're all new. They don't know. We this data that suggests you can. Yeah. And lastly, new analysis finds the AI tilts towards shareholder activists and proxy wedding. This is a weird one. AI is currently more likely to support and activist case for change. Than an incumbent board and management team. on average, the models recommended Only 37% of votes for companies entire directors slates, substantially lower support, than ISS and glass Lewis. I that's a little weird right to find that weird. I don't, I mean, look, the if AI is really just a reflection of the inputs, right? ISS and glass Lewis are not an input to AI. That's it. That is a closed place for it to get input. So again, access the reports too. Right. Can't access the reports that would that would be, you know, it wouldn't be available to it. So if it's trained on basically, effectively media and the flood results themselves. Yeah, right. Show, what you're good. What you're literally gonna see is certain ESG, you know, Cheryl the proposals certain proponents certain activists, they actually have more support. So there are, is just gonna but they're all AI, right? JP Morgan's going out. I think Goldman Sachs and then there's like, there's people there's competitors to Pro 2 ISS and glass Lewis who are starting companies based on our AI, right? So I mean, look, objectively. The AI actually probably is scraping free float data. There is free data on free flow analytics.com, which they can easily should. So the if AI used the principles of the shareholder democracy and capitalism, which say you should outperform and we should measure performance, and you should get voted in and out, based on performance, then it would naturally. Tilt against director slates and naturally have lower support than ISS and glass Lewis, which reflect their clients who have social biases. So maybe it's maybe I've been down on AI doing stuff but maybe it's time to, you know, revisit that when it comes to this, let's move over to our vote results table. I'm now only looking, I'm going to say that proxy season's basically, on its beginning. I don't even know, but I'm only at the end of preseason. April. Yeah, I'm only Lyle looking at the League's three and four according to free flow analytics data, which is the, I don't be like, 500 biggest companies in the US. There's only four meetings last week. um, so it's not a lot to report but I will say this The only one share the proposal, we're seeing a law of the aunt that I don't even know what you call it. I've been calling them anti-woke anti-esg but really I should just call them like the hate proponents. This is Boyer research at Hewlett-Packard Enterprise, a report on discrimination and charitable support. Again, less than 1%. Yes. I mean, why are these making on the ballot? I don't get political Decisions by the boards themselves, but that why we are seeing Heritage Foundation. We're seeing Boyard National policy. It's like, come on there. There are all failures. They're, they're all nelo pointed out, very rightly in a post a couple weeks ago that Spend some time and take a look at these, these resolutions. They're like, they're gross. They're hateful, they're nasty. I mean, I don't know why are these may not resolutions at this point, though, like the putting them on the, on the, the proxy themselves like actually do not. Excluding them is a political act actually more than anything, it exposes the hypocrisy of exclusion, right? Because if you're going to argue that having overtly, political shareholder, proposals was the reason why we want to exclude them all. And then, what companies actually do is choose the most, overtly political proposals that are just conservative because that's the dominant party in the United States. Right now, it's suggests that these are the cost and the time it takes to to do political proposals is not a problem. You don't have a problem with it, you are allowing them on, you're just allowing the ones that you that you think the majority. Party in Congress and the SEC, one, a c, that's all you're doing. So the whole thing is a shell game, it's all gone. And then finally know, directors with over 10%, no votes average support, 96% for companies and then this one Hewlett-Packard again. Uh they voted 26% no on pay significantly. High figure there very high. Yeah that's high and yet Average board support 98% the CEO. In fact, got 99.3%. Yes, the pay committee which is all women by the way, odd 97% support. So it's like who are you? Who you mad at is there, like CEO of a committee? That's a pay that you don't like. Yeah, people need to be listening to us, all right. Next week. We got some big companies coming. Including HP, the Bowing, and then Adobe Adobe is the biggest one. And we're, and we're now in the season, where Matt, you're going to every week now, right? You're gonna Cover a company. Do it does. Give us your vote. Suggestions and and this week we're doing Adobe as I do. Every time I want to just give you my observations before I hand off, first of all. According to free. Float directors, we have two directors who are just wildly underperforming. That's deraj Pandey. He's overall he's in 463, the boards hit in 629 his his earnings is is woeful the boards hit in 765, he's hitting zero 608 The same with TSR. He's he's the by far the lowest and then there's David Ricks. He's way underperforming and carbon and controversy. So anyway, that's that's what the data found now, I want to look at the skills. Top skill, Adobe of all places, economics and accounting. And then it's computer electronics. Communications and media and the medicine and Dentistry the skill set. Here is bizarre. In fact, here's what I wanted to say. The board itself. Has a had their skill Matrix. In fact there is actually a proposal up a board Matrix proposal from I think it's the the New York City controllers. Yeah, a nice. Yeah. They have a technology directors with expertise in software products Services Etc. That's Adobe you're describing Adobe, right? And and we're sort of and we're at this point where, in fact, the CEO was stepping down because AI is about ready to destroy the software industry and, and the CEO admittedly. I don't know what I'm doing. I am old. I got to get out of here. This is the the lowest representation on this board. According to Adobe. Is this three only three out of 11 directors have to experience. I can't believe they're missing this. And then on top of that, they have something called AI experience, and they're claiming that a out of 11 directors, have experienced leading AI transformation and companies which is pure nonsense, they included. Their own CEO stepping down. Shot, a new Narayan. who all reports from, you know, from like CNBC Bloomberg are suggesting This is the reason he's stepping down hey Steph he doesn't get want to do it and yet they're listening they're saying he led AI transformation where it wasn't Adobe, they all saying that that oberg she's a CFO at Marriott David Ricks CFO. CEO of a pharmaceutical company Guy Rose and why who is a CEO of an online textbook company Etc. They all have led AI transformation at their company pure bulshit. Yeah, it's not nonsense. And then, finally, I want to leave you with this. There is a massive succession going on at this company because as we pointed out, the CEO is stepping down. Um, and here's the thing though they don't know who's they, don't Adobe 200 hours to come back billion dollar market cap. They don't know who's replacing him. We'll come back to this. Yeah, I mean, you know, come on. All right, I'm gonna officially hand it off. Go ahead. All right, here's we got, we got I got, I'm gonna do this in two segments. I'm going to do the first second, two seconds. So, two segments. I got the first segment I'm calling on the clock and I literally set a timer for myself, 30 minutes. Oh God, to look through all free float data and come up with what I would want on this board. What I see is going on, like, just looking through, love data that exists, right? Like so this is the, I'm an analyst, I've got 30 minutes, I want to set myself up to make some game time decisions. Make a voting decision. So, on the clock is what I got out of 30 minutes of review. I love this. And then I'm gonna give you the game time decisions? What what's happening now? And how, I would, how I vote? All right. On the clock. The demo, the demographics of this board, the average birth year was Lyndon Johnson's presidency 1967 to our average free flow has a metric called demographic similarity between board members. It takes every two, every pair of directors On Any Given board and looks at race age gender like demographic, similarities between them. Just what they look like and how old they are. And they're genitals. Effectively and says, how similar are there. This board is 74% similarity between board members. The average is roughly 80%, so they're actually a little less similar than some other boards, but it's shocking. How demographically similar most boards are The average tenure on this board is higher than most. It's 10 years on this board. Five directors on this board greater than 10 years, including rosen's wig and CEO Narayan. Yeah, 18 and 17 years and it's important to point out that he's actually not going to leave the board. So it's not like that 10 years being set free like, he's, he he's trying to figure out who to replace him even though that was the function of the board and his in him actually one of his jobs. And yeah, he's staying and chantana who's got 28% of the influence on the board right now, combined with rosen's week, who you mentioned and Frank calderoni? The accountant, Global Talent guy elderon, he's a leader, he's the leader independent director, they actually have 49% of the total influence on the board roughly and they're not those two on Deck, they're not going anywhere. There's an -9% gender power Gap. Women have 9 Cent less influence than they have representation. There's 36% of the board is women on the board itself? 82% again. This is what I found it inside. A 3000 has advanced degrees went to Elite schools, you know, brainiacs, they're smart people. But only 8% of the directors actually got tagged as having Merit. Most of these directors, fail on Pure Performance, on all the boards they've been on their their their interconnected, they have some leadership skills but they don't have economic stakes in Adobe. They fail on performance and very few of them actually have corn. Knowledge of the industry. Adobe is in. Yeah, remember I told you like Mary a farmer's suitable, textbook, rental company. As this is what I'm talking about like that. There's not there's not corn knowledge of this industry so they're failing to even get a basic flag for merit in Merritt looks at really really basic things. You know are you an above average performer? Are you? Have you had a leadership position in the past? You have an economic stake in the company? Are you connected to all the other directors and how do you perform? Like, like how do you? There's there's one other one. I keep I always forget the last one. Oh, corn knowledge, right? So those are the five, right? Any three of those and you get flagged for merit that sort of basic, that's table Stakes to be on a board. They fail only one director on the board. Actually got tagged for merit at all. And what they did get tagged for is 82% of these of the board is connected. They're connected to each other. Well that answers. Why that ranks in the top 10 of all it sector companies in the US Canada, Australia and Great Britain, combined, yeah that explains that I mean that explains they don't have the expertise that they're just they're they're not there for their expertise, they're there because they're connected and the who they're connected to might actually matter this board ranks. As a two of the free float data points are actually Now the directionality of CEO pay and the size of CEO pay relative to all other, you know, boards and directors in their industry out there size is pay. Does this board overpay and is the overpay overpay or underpay and is it typical like you know, like you'd expect this or atypical? You wouldn't expect this, right? They are ranked as a typical overpower of the CEO. That means they are overpaying. The CEO. And they're doing at a time that make no sense. It's, it's abnormal to relative performance like that are. It's that makes sense. Yeah, because a big number last year 21% of shareholders said no to pay. That's a big number. It's it's a serious problem. And the big reason why is because Narayan gets paid for earnings and revenue performance rather than getting paid for TSR at this point. Well, there's a component of his pay, but it's the biggest chunk of why he's getting paid. When he's getting paid is earnings, which keep going up and revenue which keeps going up. And I'm glad you pointed that out because That's the first thing you notice, when you look at the overall performance of the board on a free flow analytics is that they're earnings, they're hitting, 765 TSR, they're hitting, only 418, that's a massive discrepancy. Okay, let's get right to gaps Gap. Number one they don't get paid for their earnings. Like, as in the market is not valuing their earnings, they are the TSR performance of the directors and of the company at large well, underperforms there, in the top 15% of all companies for earnings in their industry and size and yet a bit of a monopoly if I feel like yeah go. I mean figma is competition there and AI is competition. Sure, but they're still out earning and part of the reason why that is in my theoretically, I'm theorizing here, is they deal with creatives? Right, like their software, fundamentally is about people. Being creative is a big portion of their software and then acrobat, which is another stupid part of Their software which is like you can be replaced, but is sort of Market dominant. The fact is Creatives are sticky. They when you buy something that you use all the time to create, you're not out there looking for new software to create and learn new software. You actually it takes you right in the software but but this is another area where AI is encroaching, rapidly know. Yeah. Yes and no like a creative person can use AI, But ultimately what creative people want is some level of control. You, you can't Outsource everything to AI in the end. Oh, you says famously? Yeah, I'm gonna write that down. But there's a, there's a big marketing Gap here, right? Like the market, it might be improperly valuing Adobe. They're worried about They're worried about AI potentially but this is been a multi-year process of losing shareholder value, right? The market isn't punishing them for like their their their punishing them for despite the earnings. Right. Like there's some narrative Gap here. Like adobe's doing a very bad job of selling itself as still a solution in an AI and AI Marketplace. And who do you have to explain to blame for that? There are five directors on this board that are tagged as having marketing and Communications knowledge and their backgrounds including rosen's week who's been there for 17 years and Narayan Rick's, Bolden and Desmond. Like these are people that are actually tagged at being supposed to have. This is knowledge core knowledge. And yet, they don't seem to be able to communicate anything. Also a bit like they're bit. They're dinosaurs a bit. I mean, well, that's it. That's correct. The user mentioned with the LG internet people for the most part. Right? Look this is this is why when we're talking about succession, this is a this is a great example of a CEO who should leave the board. Oh, for sure. Yeah, I don't mean that like with any disrespect, but I mean he's been there since 2007. He the Legacy that company that he built is, you know, something to be proud of, but as it goes into the new era, he doesn't need to be around. He needs a free that 20% influence and all. So probably at least a couple of other than the names that you mentioned. You. You really need a free that it's time. But let's get to Gap too. And you mentioned this which is the knowledge of the core products. What Adobe does and the creativity products and the creativity software and all of that stuff, Is entirely Consolidated with the CEO. I know they list three people as having technologists as a skill. But when we look at the actual knowledge of these people design skill, is only one director and that's the CEO, right? Which is the Bob, I record label. Prior to Nelson pellets, taking an activist and Disney. Only Bob Iger had we had him tagged as having media experience, meaning when they put out a movie and he goes to the board and he's doing some presentation about like all the cool stuff they're doing on the media side. No one in that room had ever done it before. Not, it wasn't their core knowledge, they sold shoes. And they did, you know, sold macaroni. And they basically, you know, we're good at marketing or whatever, but none of them had actually, any idea what it took to be a broadcaster for ABC, or to develop a movie from, you know, start to finish. Only Igor had that skill hunger are, you know, Narayan here is exactly the same. He's the only one who actually knows how to use these products. Like, do you think the guy who does online like a textbook rentals? It's online textbook, rentals. It's not even like online purchasing. You think that guy? Knows how to like use Adobe Illustrator to, you know, draw a picture. Do you think they like, know how to do design stuff? And there's no designers and you, and you've hit the problem on the head, which is that again, we're not making this up. This is the reason why he's stepping aside because software, and Generals and trouble. And if, if this is his core knowledge, and he's the only one, I mean, they don't, they just don't really need him much anymore. I mean, maybe, well there, maybe they need him to say, like, you know, where they keep the Post-it notes, like, he could tell them like, which closet, it's in which Supply closes it. But either he sees something coming that they don't that this is going to all get decimated, because he's the only one who actually knows or He is been around for 18 years. He's it's time for him to go because this isn't the new wave and they need somebody new. But here are the people who are choosing to somebody new, it's a guy who worked at SanDisk Flash disk storage. You're not. Yeah that's a guy. I mean it's a guy it's a woman who was responsible for the e-commerce portfolio at Tyson Foods. They sell chicken right? Like what chicken what are we talking about? Like what's the e-commerce portfolio? What is that? You just sell it at Stop and Shop, Right? Like, you sell it somebody else. How about the The, the CEO of, you know, you mentioned Pharmaceuticals, it's Eli Lilly, right? Like this, he has a background in marketing and the online textbook rental guy. Rosen's week, actually worked at Yahoo and CNET. Waiting what century is this for the internet? Like this you you have an opportunity here. That's what I got to at the end. My 30 minutes. That's my 30s. A little bit of credit here. Both Frank, calderoni and CEO Narayan. They both had 11% no votes last meeting. I know it's not like a huge figure, but it is actually significant in this world significant but like because of, because once a CEO of it, poor TSR company. The other one is the lead independent director of the port TSR company but they didn't actually look through and say rosen's wig is does Textbook Rentals online. Maybe that guy shouldn't be here too. Yeah, I mean to me this isn't either or either you get rid of like the three or four, long tenure directors, or you get rid of the, the CEO like from the board like just making a decision. Like but you got a free up some space here. I will say, at the end of my 30 minutes, I noticed that on the director Pages Kathleen over. Who's one of the directors? Yeah. Goes by the nickname leaney? Yeah, it actually it's in the it's in the free flow database. It's she's called leanings. Um, which has to be the lamest. Shortened version of Kathleen. You know I didn't even know it was a version cat Cath. Any? Like, but she went with leaney, the middle one, I did. I anyway. All right. Moving on to game time. Now it's game time. Is the end of my 30 minutes. All right, that was what I got and 30 minutes I like games. Let's go. Now, it's game time. You mentioned this already, the news Roundup right at the top, this is going to be top of mind for every single investor. Adobe CFO is using AI to answer. 300,000 emails, everyone's talking about Ai and AI is now causing CEOs to resign and fear including Adobe CEO, shantanu, Narayan, who announced his he's leaving without actually leaving. He's gonna not only stick around on the board but he's going to have to find a successor because apparently the story of this vote is there was no successor a man who's been there for 18 years with whose lead independent director. And the Nom chair. The, the nominating committee chair, Frank, calderoni, his background is in talent management. This is all he does. Can I tell you? And they did not have a successor. Can I tell you a simple control? F, find a search in their proxy statement for the word succession, right? Only, it only appeared three times. I mean, this is gonna be a record for a company that doesn't does not plan and listen to this. This is the Essentially, the nomination committee. If requested, if if requested by the word. That one of their roles is and this is their last job. I'd have a list of 10 if requested by the board. Assisting, the board in reviewing and assessing Performance Management development and succession planning. Including for the CEO. So this this company doesn't even they don't even have a big change, but they don't do Parks. They don't, I mean, honestly, the nominating committee other than choosing their friends to put on the board from Old School, internet companies and sort of like non-related, you know, other Industries with no core in College of adobe's in what Adobe does. You didn't think that a 61 year old was an 18 year 10 year. In the face of AI might be like it's time for me to step down given that I make 40 to 50 million dollars a year. I don't need the money. What am I doing this for you? Don't, you didn't think at some point this would be coming. He's been there for almost 20 years. You had no plan the Nom, the other Nom Committee Member. That doesn't make. Any sense is rosen's, wig himself. The online textbook guy who's been there for 17 years. Calderoni, does talent manager in rosen's been there for 17 years, one year less than shantania Nori, and he didn't think this was coming. They didn't, there was no nut prior knowledge and you know, who was cited in a filing and then ack for who's gonna help the CEO to look for the next CEO. It's that very man called that guy, of course, because he's been there forever. So we've put in the hands, the succession of this company to the two people who fail to do succession, who have been there? The longest and who are the least qualified. To know anything that adobe does or needs. Not to mention for going into the future after the 2026 AGM, they have that board agenda on lockdown. The former CEO is going to be the chair and calderoni is still going to be lead director. They still gonna control the actions. Every action, there's no point and even him stepping down. That's probably true. This is one of the government's perspective, you're right? Yeah. If you are an investor there this is one of the easiest firings and it's not Shinto. Nor are you in? Its calderoni. It's one of the easiest. One of the people also the flex know he's the second one, he's the second target but calderoni is a layup. Vote know the one guy whose job it was his lead, independent director and Nom, chair to know that succession is. The thing is the guy who wasn't prepared for succession at all and frankly we can you could think about purging this board of all that old school internet, background, Red Hat, Yahoo Like come on, CNET. What are we doing? And the thing that occurred to me in the in as a game time decision Is this Board needs a ringer, they need. Have you ever seen? Here's here's a, here's a cop for you. Have you ever seen an oil company that didn't have oil Executives on it or oil supply chain providers on it. Why is the design software company with no creative people on it anywhere? No designers. Well to your point in your 30 minute exercise is that they kind of years ago, they surrounded themselves with people in their Network and they just kind of stopped and they stopped. Yeah, it's hard to get. It's hard to get into that Network. Which like, which is sort of like PDFs like Adobe Acrobat, basically. So I think, 20 years ago, right PDFs, they're not like what's knew that my debt was gonna be my joke, was that, you know, these long 10, these calderoni, these textbook guys, they're probably like, hey, we got PDF on lockdown? No one's ever gonna challenge our company? Like, we don't have to, we don't have to innovate. Like, we got basically a PDF, they're basically their own PDF, they locked in time and they're impossible to deal with their. You can't extract anything from it. They're just they're not. They're dinosaurs at the even at the document World. In fact, I went through a process to find trades to add to the sport because like they're designers out there, like, I won't go through all of them, but like there are people with designing experience and modern tech experience that you could add to this board easily, they're already on other boards like Bayou, but was he has a design background, he was the CEO of Robin Hood. He's a founder of a company called ether Flex which is space solar. Like guys. Yeah. I mean, that guy's probably, you know, knows more about Adobe products than anyone. On the Adobe board, he's probably true. But let's move on to pay because we mentioned pay. Narayan got 51.2 million in 25, 524 million and 24 but he's one of the only CEOs I've seen where his realized pay was actually ten million less than the summary compensation was, he actually brought home less than it says because their TSR sucked. And here is the crazy thing. He's still in the 84th percentile for pay of us, large cap companies. Well yeah, he made lesson realized pay and it's still 84th percentile. One thing I noticed is that this is another one of his classic company they all do but they kind of they cheat. They kind of cheat at paid to make sure that you keep getting the same amount. So one thing I know is that they had a new sales Target and fiscal year 2024, And if you, if you got 120% and above the target, you'd get 200% of your shares, right? And then this year, They, they lowered that 120% to 112.3% and you get the 200, you get 200% of your shared like this. Like what you want to know, how else they cheated? This was great. This is this is a fun note that I found when a company sucks at TSR the market. Cap of that company goes down. When the market cap of that company goes down. Then your peer group, suddenly goes from large cap companies, you can add peers that don't fit your actual market caps. So here's what they said, quote in August 2025 to strategically balance, larger key Talent competitors, the committee approved adding three smaller companies to the fiscal year, 2026 peer group, that included, Expedia Snowflake and Uber Technologies to position. Adobe closer to the median of its peer group on the basis of Revenue and market cap. Effectively what they're saying is we added some companies that are smaller and might suck a little more so that we're a little bit more median. It's much easier to hit your Revenue threshold when you Include smaller companies that just don't make as much revenue as you do fabulous. It's brilliant. And then last but not least. Shareholder proposal. Yeah, we got we actually have four of them, right? We have a bunch here. Yeah. And the apparently the sec's, you know, commitment to transparency on no action stopped in mid-march, which has been no updates on their websites since mid-march, but I bother. But in December, they did exclude Adobe excluded. A one proposal from Jing. Zhao the classicist who asked for yes limiting CEO pay based on Aristotle principles, so it's all made that one excluded. That what they're letting go to vote was a Chevette in 2.99 times, golden parachute limit. Hey, this one got 47% support last year, it already passed. I mean, what are we doing? Yeah. Well it's back because it didn't actually take it on board nicer. As you mentioned, they wanted to disclose race and ethnicity and gender they Adobe stopped disclosing. They stopped disclosing that when interesting when they could as soon as they could. But nicer wants to put it in the skills table which I thought was dumb. Like you think the skill? Do you think they stopped is closing it because they tried to like copy and paste it out of a PDF document? They couldn't get it into the, it didn't work. It was all like all it was all offset. They couldn't do the Matrix and then Ridgeline research Americans conservative values. ETF, they wanted to promote religious Liberties. This one was great because they offered no evidence. That adobe doesn't promote religious Liberties. In fact, this one was Adobe, doesn't police content at all. So like this one was so dumb, it's not even relevant to Adobe they copy pasted it from somewhere else said, this is companies in an industry that we're copy-pasting it to everyone. Actually makes no sense at all. I want to talk about that one, just very quickly. Yeah, I don't know how it got on. Is a new one in the in the hate. Filled the anti-wolf anti ESG field. So they They actually have a boycott, they have a boycott list of 57 companies. And here's the thing. They don't tell you why, there's no criteria, there's no methodology. They say our process is qualitative end of story. They don't. Yeah, they're doing it's all emotions. It's all feelings. It's all I don't know how this gets through. I mean they demanded they said they said that in fact in the right up they said other companies and digital service providers often are promoting or like you know or removing what they consider hateful, you know, and and discriminating against religious Liberties, had nothing to do with the Dobie. Adobe just happened to be lumped in and digital service providers that they decided it literally you can go through all their final it doesn't say anything about like what they're talking about. So that excluded, I don't use PDFs, I don't think they know what Adobe product is. And then as you sow, had a ghg disclosure in retirement plans, which is another template, seeing this one, a lot this year. I, I don't get this, I actually did a deeper dive than I should have on this because employees are auto-enrolled into retirement plans. Those retirement plans, the contribution plans are Vanguard run plans, they're Target date funds and they Vanguard does not offer. They have an ESG version, Adobe doesn't use it but they there's no ESG data that's supposedly going into like the 2050 fund. So they asked this will be literally underwater but, you know, whatever. And I even looked into who runs the target date funds, it's like a bunch of people from who are Central cast from, you know, I'm not an investment banker but I've been doing investing for 30 years all of whom of like pretty much stayed at Vancouver the whole time. It's not that as you sow was is wrong. But isn't this like employees battle? Like they go ask their employer or for the option to have an ESG version. I don't understand how this is relevant. It's it's good. Let's get to your picks then. All right, let's get to my picks. My final vote show, ya know, on calderoni, that's easy. Yeah, it's easy. No one rosen's wig. That's easy, that's easy. And let me add Uh, I will accept, you can keep the former C or around even though I don't, I don't think you should, but you shouldn't be chair. I don't know how you vote on that but you wait directly here and then, you know, on there, absolutely, should not be a chair. Absolutely not, no one pay, you pay a guy. The 84th percentile of realized pay for the 28th percentile of TSR. You can't do it. You can't do it. That's what they actually disclosed, yes, on Chevette. And Anything shouldn't puts out just say yes. That guy knows what he's doing. Just I'm falling around. Say yes. Yeah. And then I say no one. All others. I support everything. Controller. City of New York, New York City employment, employees, retirement system. All of them whatever they do. I say, yes, I wouldn't disagree with that, but I'm a no on this for you. Like God, that was game time. That's it. That's the proxy content for the week of April 6th 2026. That's a lot. That was a lot. That's a lot. Join us. Next week. When we jump back in to the alternative democracy pool forever in the lookout for Cheryl Lynn Shenanigans Dopey, directors, scandalous, CEO, pay ratios, and wayward,