Vote with data top list, plus equity awards, ballooning pay, and activists like dudes

This is proxy countdown. Welcome to the Big Show for the week of March 30 2026. Alongside my tag team partner. Matt McCarty I'm Damien rawlas on today's countdown. A CEO who can't learn French is sort of fired. Succession planning is fake news. Sundar pichai is Breaking Bad. A never CEO is 18 million dollars richer for not working at Fortune Brands and on the big boat. Matt goes list crazy. I love lists. Start with our top stories. Over the last month, I looked at 95 filings from the our League's three and four here at free flow. Analytics, which is really the what 400 biggest companies in the US. Yes. Sick by market cap. Yeah. Really headlines are well, I I should say that, I don't know that this is one, but I'm speaking this one in here, because I just love the story and I'm glad this is the last time I have to talk about it. Air Canada, CEO, Michael Russo will step down, basically because he doesn't know French there was there was a crash at LaGuardia to pilot died. He apologized, he gave it a video recorded, message in English. He supposed to be bilingual, he promised to be bilingual the Quebec legislator and everyone else get back. Got angry. He said he wasn't gonna quit. Now he's stepping down the Air. Canada is pretended, that this is already been. In process for two years but they're accelerating it. None of it makes sense, but he's gone now. Oh well, he's still there until he's not gone to the fall. But again this is how the corporate world works. I want to point this one out because this is a specialty. I'm done, let's move on safer, super, super micro computer. Then there's an indictment of three individuals associated with the company and connection with an alleged conspiracy to commit export control violations. We don't get a lot of these including a board director Wally law He's also the SVP of Business Development. And also include the sales manager and a contractor. So, law has resigned from the board. Again, resigned I can't, he be fired for this. Now there's no fire Rings anymore and I love how they say his resignation was not the result of a disagreement with the company except the company clearly disagrees with an expert control violation. No. I mean, that's something to disagree about, Anyway, they brought in the cleanup crew, a woman, of course, DNA Luna is the new Chief compliance officer, because you're going to need better compliance at this place. Of course it's always a woman, right? Cleaning up the mess So it works succession planning. I don't, we got to start something like a new way of capturing the data here, I, it's hard to believe that board members committee members are tasked with this because they all seem to screw it up at West pharmaceutical services. Eric green CEO and cherish stepping down. He's but he's gonna step down once the successor, has found. So again, like why announced it what they've been doing? What have you been doing? What, what have they been doing? And even at a, Adobe. Their CEO chair. Narayan stepping down. He, but he's gonna resign when a successor is found. Again, these are their words. It's like how about you find it and then announce it. But you already covered, it doesn't companies that where the the CEO stepping down, but to step into the executive chair rolls. So even when they have a successor, they don't actually leave anyway. So what succession is in, but then they have a succession plan, right? Because Adobe, he's staying his chair. So it's not a plan. I guess that's all plan. Yeah, oh, we continue to track this. Horrible anti Dei data point, which is recalling down to two, F down to two women on the board keeps happening, and these are the biggest companies Arthur Gallagher. Cheri Beret steps down. They're only two women left Rosemary, Glaser core Bridge Financial And then Suzanne Shaffer an Insight. So again, just women leaving and not being replaced. Let's go to all the stupid money headlines, bunch of stories here. This is a bit of a new one, a data, dog. They appointed Dominic Phillips. Here's what they said as an inducement to join our board in a highly competitive market, and in recognition of his extensive professional experience. And I love this part and expected contribution to the company, right? Because he's contributed nothing at this point. and then they throw this one in two and in order to further, align, his interests with those of our shareholders, like, yeah, maybe the board increased, the amount of the initial Grant of stock, To dominate Philips from 400,000 dollars, to 600,000 dollars. I mean, it's cheating. You should get a shareholder vote on this. You can't just increase it, can you? I mean, they did but I don't like this one at all. I have a plan stick to it. I just want to point out how Sports. Team that that is, isn't it? For you sign a player based on expected performance, expected performance expected performance. You you give them basically signing bonuses to join. That's a 200,000 dollar signing bonus that he just got paid to join right? Like he would have gotten 400,000 but he was giving an extra 200,000 that's a signing bone everybody joins them. Yeah. And at what point do we just go to full trades and full? You know, pre negotiated contracts based on individual performance metrics because Dominic Phillips I assume is the Dominic Phillips. Who's the CFO of samsara, right? Same guy because so that guy apparently, if he is the barometer for the top, the dated dog can expect to get so much so that they need to pay him $200,000 dollars extra and for his expected performance. Then we have a we have we finally have a baseline, right? Like a guy who was at Morgan, Stanley, did technology Investment Banking moved on to, you know, be on the board of directors of a couple other companies in, and out of the CFO Sam Sarah. That's our, that's our Benchmark. Well, The sports analogy is right because you know like Superstars like Tom Brady who have like these double lockers to represent their pay and fame and power Dominic Phillips is actually getting a double wide chair in the boardroom. It's oh really? Yeah it's that huge because these overweight know size of the chair, huge to power chairs, huge. It's a power. Got it and I can never pronounce this one Elan. Pharmaceuticals do I do only I'm gonna I'm gonna say. Yes, I'll only lamb would have been what it's really impossible. Special Equity award to CEO Yvonne Green Street. It's worth up to 90 million dollars in equity, but I want to pause here. So I want to, I want to celebrate something. First of all, the there are very few women in this fear. So she might be the only one today. I'm going to say, okay, give it to her, so she's a sheep in the CEO 2022. She was the CEO for six years. Before that, more than three decades of leadership in the bar Farmers Circle industry including head of medicine's development at Pfizer, that sounds important strategy officer at glaxo Smith. Smith Portland, she has a medical degree. And practice as a clinician before before earning her MBA from one of the top five business schools in the world in Seattle in France, where student, unlike Michael Russo Air Canada, where students must prove knowledge of at least. Three languages by graduation. I mean how qualified as a woman have to be To get this role. And and I also want to celebrate this company because the independent chair all. So a woman. What the hell is happening? Amy, Schulman. And there are four women on the board. Their date. They're total influence is bigger than their representation, there's a minus 9% male. Doctor Gap, get gender gap influence at this company that ever happen anywhere. Okay? So doesn't really ever, they don't own the, they don't these people, these women don't own the company. It's not. But why I'm gonna go out on a limb and say that Yvonne is not gonna last long, she's gonna get poached by Air Canada because she can speak a couple languages. Yeah, never gonna happen. Let's move on to Las Vegas Sands where they have a pointed Patrick. Dumont CEO and chair. I am only pointing this out because this one is one of my biggest pet peeves. This is the secret horrible. A c-suite rays that nobody deserves and that should that should get voted on automatically. Both CFO. Randy. He's Zach and general counsel D. Zachary Hudson. I never understand. That name. Is it dzapk? Is it D? Yes. Dezac. Okay. They're both getting the secret. The secret race. So Randy his base. Our is going from 1.2 million to 1.35 million and then his bonus is jumping, annual bonuses from 150% to 200%, and then same to the long term, 75% to 250%. Now it's worse for Zack, for dzek 1.3 million dollar. Salary is jumping to 1.6. And then his annual bonus is going from 175% to 200%. And then his long-term bone is Target, jumping from 200% to 425%. The total annual increase of his pay is 5.4 million dollars in 88 percent jump in total earning potential and it's all snuck in there. But using math using percentages, you know, shareholders aren't going to understand this. I hate this, I hate when they do this and I know you don't care. Let's move on. I mean, but I still can't get over the fact that you hate it. Perform in the bottom quartile of all companies and get 75% of your bonus, at most, at most of these companies. I don't understand that at all. Alphabet CEI, CEO, Sundar pichai. He is getting up to 700 million dollars in equity over the next three years. If you hit certain targets, which if you does will equal, 631,000 dollars in pay per day. I mean, wow. Thus the breaking bad joke at the beginning of the show. I mean, these are guys are now just like drug overlords, right? It's like, because the targets are about pushing product. They're about AI that nobody's looking for mostly for him, right? Just pushing out product to the marketplace that that most of the culture doesn't even want. Like the, the former majority. Like we don't, we're unsure about AI, like, most people are scared that they don't want it and yet he might get 700 million dollars for pushing it hard. So there you go. I don't like when it goes over 1 million dollars, 700 million. I'm not sure how you haven't even cross 631,000 dollars per day, okay? Then it worked day, the co-founder and executive chairs now back to being CEO. He his name is Anil booster. He is getting up to 270 million dollars in equity if you had targets. At Waste Management. I don't have the first name here Rankin. She's getting okay. This is always nutty. She getting a cash bonus of one million dollars. As a result of her leadership in completing the orderly transition of the CFO CFO role to her successor. Successor bonus, there's a lot of cash. What is happening, is that for like, is anybody? So was she was panning over the desk, she had a huge pile of papers, and she just, and they handed her some lighter fluid and matches in, since she decided not to burn at all. She's getting a million dollars in cash. He gets a million bucks for that. Yeah and then finally I thought she was just had a desk organizer like an alphabetical order and that's just they find every reason to keep throwing money at them and it dear we talk a lot about deer. A one time Equity, I don't believe. It's one time, one time, Equity Awards to three NEOS, 25 million dollars for John met, the CEO 5 million dollars each to Ryan, Campbell, and Deanna kovar. Why do they call these one-time Equity Awards? I mean, they get like several Equity awards every year. let's call these what we should have a new name for these like we're bad creating a pay plan and we kiss ass of Executives so we give them more Plant Equity Awards. Would that be what they write in? Yeah. With no, I like that. That's good. Or exhaust. Let's move on to our proxy cage matches. Activist investor, CEO of capital. Is pushing a miracle reality, chest to remove chair Mark Patterson. For quote problematic boardroom Behavior. Citing. Okay, this is where it's important. Citing his tenure on the board, not on this board, but of scandal-ridden office landlord Paramount group. So, to your point, which you mentioned a lot, you're always saying vote them out, other places, if you don't like them, this activist is saying vote him out because of their bad behavior at another company. So they're parroting. What you always say is both them out everywhere, love it right there, bad, they're bad, right? Like you know if you think they're bad, they're bad. I renick Capital demanding the outstanding of Teleflex chair. Stephen Clasico Following CEO. Liam Kelly is abrupt resignation without a clear succession plan. Right. They're alleging at the board is drifting under internal leadership. So, yeah, again, I mean, sure, if an active is can say it people, you know, we know people are gonna listen, investors are going to listen, but we just talked about two companies. Adobe And West pharmaceutical. They also have bad succession planning. I went up. I understand the basic function of the board is to pay the CEO to act as a buffer. They offer strategy, but they don't do any day-to-day work, they offer strategy, they pay the CEO. They make sure the financials are what they say they are and they pick the next CEO. It seems like at least two of the things that I listed that you can see, which is paying the CEO because you're paying them 700 million dollars to do things. No one wants and succession planning, which they apparently don't know how to do their failures. Most boards are failures at the boys club Elliott Investment Management. We see this a lot, this is kind of part of the anti Dei anti-woman World. We're living in now at Norwegian Cruise Line. This is more like the sticky ways they do it. They under a cooperation agreement, they're appointed five new directors, all men. Four are leaving and those of those four, two of them are women. We see this all the time. We see activists investors putting in men Yeah. Why? Well they used to not right. That's true. Now it's woke now. It's yeah. So Responding to activists investor. Jenna Partners Six Flags has appointed dick haddrill as its new executive chair. Replacing former chair. Marilyn, Spiegel. Yeah. And then they're also getting rid of Dick over Mary getting rid of Jennifer Mason. Who's that's two women. Then following a corporation agreement with activist investor Ed Gordon, Fortune brand Innovations. Rescinded the appointment of incoming CEO amidi. And but I had a pretty good contract. So despite never actually, starting the CEO job at Fortune brands, He is walking away with a massive payout of a proximately, 18.4 million dollars, including 8 million dollars in cash. So really again this set was myself this again. This is how absurd and protected this world is because Okay. Granted, you know, maybe you give them a little bit of scratch, maybe help him find a new job. But eighteen million dollars. Never worked a day. It's ridiculous. I'm sorry. I'm so with myself for working so hard and I could have done that. Those are our top stories. Let's move over. Oh no, that was our proxy cage matches. Again that was a an activist investor that forced the hand, their Fortune Brands. So I wonder if Ed Garden one of his kids, go to The same school as a banana. I wonder what's going on there because that's a good deal. Vote results, table. God, there's really nothing happening. I looked at 27 meetings. since the end of February with a market cap of over a billion dollars, Five of those companies had shareholder proposals. The rest did not There's nothing to say really. I mean really it's a mostly anti-walk auntie. Trans anti-gay anti-esg, proposals. They're all Getting under basically under 1%. It's a I don't know how they're allowing these on the, on the ballot. Well, that's I mean, the, when we've done it on the show called times, but when you study the actual, exclusions or the the requests for blankets, sort of no action, which is what it is, now where you just tell them, you're not going to omit it from and tell the SEC. You're going to omit it and you don't have to do any work. The, the sort of a twofold affect, the SEC is sort of okay with the anti-woke, right? If it's the administration, agenda, exactly. And they're not okay, with John shevette and Jim McMurtry and anybody who's asking for governance reforms. So the SEC is taking the time to respond when its governance reformed to say, no you're cool to Omit this but they're not even bothering with any. Anyone else that gets omitted? And the companies in sort of a hat tip to the administration are just letting all of the anti-walk ones through. So what you're seeing is pure politics, play out in the shareholder democracy, which is now, you don't even have the right? If you are a shareholder to vote on things, you might want because they are omitted, they're only giving you right to vote on things that nobody ever voted for. And cares about, which is like, stop the trans people and makes no sense in the shoulder democracy in the first place. Yeah, this mostly happened this past month. A deer. While Disney and Starbucks, they're even ruining regular governance, proposals that usually get pretty good. Support at Starbucks at the national legal policy Center. Put up a regular ESG, proposal asking for independent board chair. But since so many people had just hate them. It only got 12% support and that's usually something we see even at a goal at JP Morgan. I think it got in the 30s so they're ruining even the good fun of the you know they know how the only thing that passed was a call for a special shareholder meeting vote at keysight Technologies. 64%. Yes, we've been seeing a lot of victories in that area so that's the same say on pay 27 companies, only five even over 10%. No 0 over 15% know. So investors aren't doing much and then even worse a thing in directors. Out of those 27 meetings only 13 directors even over 10%. No. And the highest were two at Hico. Around 27%. So I you know what, whatever right I mean it's just like there's nothing really happening but You know proxy season is kind of starting to come along the next two weeks. We have some big companies coming like Lennard Dow Moody's, Adobe A Boeing. So you know, who knows? Maybe things will change. I mean I doubt it but that's the like commercial thinking. So that's what I got. A time for the big boat with Matt. I kind of know what you're doing. You're doing lists but I don't really know what that means lists. It is. Pre-game Showtime good. I love it. Like you said, we're at the precipice of you know, proxy season and the United States March Madness is over. No it's not over. It's about to be over here ending and then it's proxy season. It's that's the natural sport crossover but we were in a position where the bulk of proxies are going to start hitting people's desks. People have to do some analysis, they got coming meetings, April 17th, this Boeing right? Because pre-process you season when there was time to do analysis everything got a rubber stamp. Yes. So I mean they're going to have time it's probably the same this year but this year I'm going to do my top 10 list go. I want to treat proxy season like mid-2010s BuzzFeed listicle basically used to be successful when it was successful, it would give you 10 things and you'd scroll through the 10 and you'd argue about the top 10. Basically, this is a way to give you important information about the makeup of the board. So these are the top. 10 lists only, these lists are some of the most advanced governance data you can get. We're going to focus on directors and boards and see how they work. Well, we're going to start as an example, to give you the top 10, most similar boards, the board team. Okay yes, This is new analytics at a free flow analytics, the methodology. And a nutshell. It looks at pairwise similarities between directors. All right. So you've got a direct, a board will have, you know, 10 directors that basically is direct your a compared to director B B compared to C B compared to D, you know like working through all the pair permutations it's like nine. Factorial is effectively what it looks like ish and we looked at them for demographic similarity race, ethnicity age and gender, experiential similarities knowledge, and schooling and Industry careers, and then Connections in common. How similar are your connection networks? Your network similarity, all right, three forms of similarity and then we just average them all together and said here are how similar directors are on this board to all the other directors on the board. Got it. All right. So here's your top 10 list of the most similar boards. Yeah. Okay. I'm gonna start at the bottom IBM. Okay. I mean, I believe incredibly similar board. The directors on the sport are very similar. Alex, gorsky is the most similar person. He's the one that everyone has that everybody else. He's, he's the one who's got the most similarities to everyone else. All right, so yes what you're yeah, Paragon of similarity on the board. It's Alex course. I was gonna guess Blue Chip companies. So there you go. IBM. Only in this case is the lead independent director of the sport. He's 86% connected to the other board members. He's a 64 year old white male most relatable. He's the most he basically when you look at IBM, think Alex gorsky that's who everyone looks like. General Motors, of course you're on the Blue Chip Trail, even like the CEO is a woman. In fact, the woman is the most similar. The CEO herself is tagged as the most similar to everyone else. Next on the list is Apple. Oh yeah none of these are probably surprising know except for the fact that the most similar director on Apple's board is all. So Alex gorsky Alex course, is he on the apple board? He's on the apple board like Alex gorsky is the every person director. I love it. Like when you give me some actual score, can you give me some some like, what are some characteristics of an Alex? What is now? Let's go. See. Look like he's a 64 year old white man. And where do you like, where do you go to school? Or what else? Tell me. Oh, you want like the, like, the full. What else like does he have glasses? Like, give me some information here. No glasses. What size would be? Okay, go ahead. He's an ex CEO of Johnson and Johnson. He he's got like the square jaw that you want any, you know, anybody, he grew up in Michigan, you know, like like everything about him is very, you know, that way, he did, he was he served in the Army, he got his MBA at Wharton, which is Penn, right? So did our president, he worked it, you know, Johnson and Johnson as a sales rep when he started and he worked his way up and eventually was CEO. He with a stint at Novartis in between Um, but he's on the Business Roundtable. He's been, of course, I use the chair of the Business Roundtable for their governance committee for a while, which is great because all governance looks like Alice Alex, gorsky now. All right, he's, he's on the board of JP Morgan, apple and IBM. So um, like everything about him. You're basically describing every other director that everyone wants moving up. Black Stones, Stephen schwarzman, he's the CEO right another you know, clean carry well he won doesn't he make up to like two billion dollars a year? This guy yeah he's a well-paid individual PG&E John Larson, a 61 year old white male 81% connected. All member of the pay committee. Are you getting a pattern here? Yeah, except for Marybeth. Yeah. Um, I'll work. I'll go all the way up to the top company. Go ahead, the most, this is the company with the most similar directors. These are all the directors on the sport on the most similar to each other. And I'm going to name the director. Who's the most similar to all the other directors, that is Liberty Media, Malcolm Gilchrist. Who's a 75 year old male 89% connected audit member named member pay chair. The reason why you care about this is effectively the risk here, you could call it groupthink, but what we found when you do the similarity analysis is, it's really white man, think, right? Like it's just old white man. Thing is what your risk is and their numbers here. Indicate the level of similarity that all these people have their backgrounds, their ages, their race, their ethnicity, their knowledge, all that stuff, suggesting you really only hired one person to represent you so time your voting time to vote them out. When you're voting keep maybe you like just that one person. But keep that in mind your is a universe. I'm looking for one of our loyal listeners to at least adopt the rawest plan here of. Let's every year we vote at least one person now and we don't see as a negative. We see it as a as an opportunity for board refreshment but a company is like this. Maybe you don't like three people, right? Like let's go, let's refresh diversity. I'm not just talking about Gender here. I'm talking about all kinds of diversity. Let's, let's come on, let's get it with. Let's get with it. People. That's, let's see. This is an opportunity. Come on, the amazing thing. About the similarity scores is it's not just they look, similar, the similarity scores build in what they know. Did they all get their, you know, mbas from Stanford. It builds in their actual knowledge. Are they all economics? Backgrounds Finance backgrounds or do they have core industry knowledge? It builds in their connections. What other boards have you been in? And what, what are your network commonalities with everyone else on the board? This actually does not have to do with just. Oh, look, it's a bunch of white men. It has to do with. Not only, are they a bunch of white men? But there are a bunch of white men with all similar backgrounds, with all similar networks. You were effectively hiring a unique cohort, that's the point of the similarity scores, you a unibrow, like a unibrow for the unibrow report. Yeah. Unibrow. Let's move on. All right, next list. Most overpaying boards. I love this. So, we look at the CEO pay ratio and we look at it relative to Industry and the size of peers. So, like, you know, you're only compared to people who are in your industry and the size of you are effectively, we rank the companies and then individual directors, basically based on, you know, their influence on these boards. We'll get Us. Yeah, win loss ratio from for CEO, pay ratio. And if you have a high batting average in the data, it basically means you are giving your CEOs a low CEO pay ratio. Like it's there, the gap between your CEO and the median worker is lower. Okay, so what I did was I looked at the, the boards that have the absolute highest CEO pay ratio, but not just overall relative to their size and Industry. So you can't, you can't just say, like, oh well, Walmart hires, that's a low paying employees and and therefore, they're going to have a high CEO, pay ratio naturally know, this is relative. So this gives you some sense of these are the overpaid everywhere. Everywhere they go and relative to their Industries and their size. It's bad. That the worst CEO pay ratio bored. All the members, overpay their CEO, was that momentum holding, okay? I know nothing about me. I know we talked about the them on the show before but you know, give me for forgetting the details, go ahead. I mean, I think they just do like censors and they'd like it's like they, you know, like how the Google car for Google maps drives around and takes pictures of your house, you know, they're like sensors and stuff like that, Western Digital corporation on this list, Walmart obviously on this list. but S&P global jabielle Blackstone. A Blackstone, we just talked about, not only does Blackstone have Stephen schwarzman as the person who basically put himself as every board member because he's the most similar board member. But this is also a company that has the worst when it comes to CEO pay ratio relative to everyone else and it's industry, right? The patterns that you realize here, are when these boards are highly similar, or stacked in some way, they all. So, like to pay CEOs a lot. Well, okay, like to but also, if they're all the same type of person, then they're going to like treat each other. Well, right? I mean, yeah, before the big hug himself, the big unibrow, bro, board hug the bear hug, you know, bro, board bear hug. That's a lot of stuff. You know, bro, bear hug City Group ups and Ross stores around there around at that out. But this is a subcategory here because one of the things that we do with the data is we can actually do the raw data in dollars. Which board has paid their CEOs. The most at every board they've been in and these are directors that have in the last seven years handed out in aggregate relative to their influence the most CEO pay. I'm sure you can guess number one on the list, it's not that hard, right. I mean, everything would start with Elon Musk. Yes. Tesla is by far the largest thinking of number two on the list for a company that basically didn't make money until last year Nvidia. Palantir palantir. Palantir's board has handed out 46 billion dollars worth and that's not just on palantir, but their board members. If they've sat on any other boards, Peter Thiel was on the Facebook board. You know, they said on other boards, Palantir's directors have handed out more than 46 billion dollars worth of realized CEO pay. And the last seven years this is realized pay. This is how much CEOs actually took home not summary? Come, oh, Apple's board 17 billion dollars in realized pay Nvidia 15 billion, broadcom Airbnb, 15 billion. Alphabet 12 billion, McKesson, 11 billion Blackstone again 11 billion, Black Enterprise 10th. What you're noticing? Here is Apple on the similarity list and on the Payless alphabet. You talked about the massive pay package soon, our purchase about to get blackstone's on every list. Every list, so far, not only the most overpaying board, their most similar board. They're singularly on the sport, as their directors payout raw numbers, the most amount These are boards to pay attention to because they're all the same. Yeah, you that. I don't know why we want like these directors board refreshment time. Yeah. Go ahead. All right, let's change up a bit. Yeah, we're gonna talk about Merit. These are the boards with the least Merit, okay? So how do you figure that out? Merit uses five factors knowledge. How deep is your knowledge of the industry economic stake? Are you an owner or are you an activist a leadership? Background current X CEO chair or leading benedictions, you have above our above average Network Power. You're you're connected, you're a well connected person or performance. You have a long demonstrated track record of performance at multiple boards, and that's like TSR just straight TSR earnings. You get any of three of those as a tag. You get tagged just having Merit at least on paper for reports live. It would be really hard for us to pass you up like in the resume process. You're like, oh, this person clearly merits looking at that's all we're trying to say. This is the least amount of America. These all of these boards have zero directors that were tagged for merit really single one of them. Yeah and remember these are only companies with a market cap of 20 billion or more in the United States, okay? Monolithic Power Hilton, Charter Communications Marriott, Occidental Petroleum, Cisco Corporation, Illinois tool Works Huntington Bank shares First Solar and keysight Technologies. Wow, I mean, Cisco. The other ones who do the crappy cafeteria food, right? Cisco's. Yeah, they're food distribution. So they so Cisco probably gives the food to both Maria and Hilton. So between the three of them, they got something going. Yeah, yes, that's maybe that's why the food is so terrible. You know, the worst part about this list is it's just the first 10, okay? I don't like that. That's the worst part about this. What about big? What about? What about actual Merit? I mean oh the most marriage you know companies that had the most marriage MasterCard Incorporated, okay? MasterCard I don't know. Sure. Apple. Okay. So they may all look the same and be the same and know the same stuff, but the stuff they know is stuff that they probably should know. Okay, that's at least good. Capital One b n y, g p, Morgan, it's a Financial Banks, okay? Yeah, realty income Equity, residential Extra Space Storage. The storage company. That's a terrible company. It's funny though. We don't really media storage. No need to and Tara. Um all right let's jump to I have a lot more here. This is all a great stuff. I think you should try to post this somewhere because this is. Yeah, I'll post just hearing all the companies Kind of hard, it's hard to absorb. So what's important is that these lists exist though, BuzzFeed Style. so, I'm gonna give you three more categories to give you my favorite in each of these three categories, worst performing board, okay, worst performing board if you've voted against the directors in these boards, You would absolutely 100% be justified for doing it. These are boards that are in the bottom. Third for TSR on average older directors, just have not been on companies that generate TSR. They have paid out more than one billion dollars in aggregate to the CEOs where there are on the board. Less than 25% of the members on the board have Merit and they're all above average similarity, it's bananas. So just these are all People who are roughly the same as everyone else in the room, love paying the CEOs. Despite the fact that they generate, no TSR and no one in that room. Should really be on that in that room. According to like, this is like English 103. It's like the like Dopey Well my my favorite worst performing board. Don't be semi-controversial. Except that you brought them up already. I did is Adobe. Oh, and what's interesting about it is you brought them up as this is how Dopey they are, they are still, they don't have a successor. Well, okay, they're CEOs. Stepping down without a successor, not only that, but it wasn't. He one of the ones who was afraid of AI and that's why he's quitting. He's afraid of AI and he's quitting, he's using that. So that's a lot of doping. This going on, all once the camp, they can't figure out session plan but he is gonna stay around even though even though he doesn't get the thing that is ostensibly the most important thing going on, but he's just gonna stay anyway. I mean, right, I mean the fact that he's stepping down he's afraid and he's stepping down and chair to Chair. By the way, you sure of the company is in the hands of a board that has demonstrated what they're good at is paying the CEO looking the same and not doing any positive performance, not generally performance. So the real fear here is if they, if they promote from within, we know there's trouble. Oh my God, is just yeah, it's, it's really bad. How about really? So of not knowing that instead of projecting strength and waiting until you found someone you announce a wishy-washy thing and you're like we don't know what's going on. We don't know what to do but just hang on. Stay on the line. Just wait. I will put you on hold for another year. And I'll come back, right? Why couldn't they told the dude, like just keep your mouth shut until we find. Someone new. I don't understand investors. You should be seriously concerned about that board. So I liked that there was performing because in a lot of ways, they are the worst performing. All right, what else you got? Well, let's do the worst performing individual directly to it. All right, these are directors that there were six that hit all the bottoms bottom, courts out TSR. Let's go. Um, like hugely more than three boards where they're actively on it. Huge Labs is in controversies everywhere. Zero Merit connected, similar to everybody else, all the bottles, all the worst things. In fact, I even created something called the billion dollar payout Club. These are individual directors, individual directors who in aggregate in the last seven years have paid CEOs more than a billion dollars good for themselves so they're yes, really good. Really, they're just there to Give their buddies, some more money. Go ahead. I'll give you two names. One name is on two boards. Good in the top on the largest companies. Mike Van Der vent. Mike Van de van van. What company he's on Fifth. Third Bank Corp and Keurig Dr. Pepper oh, Oh, I mean like these are ringer companies, right? Like these are the companies that when you think of like mediocrity Keurig Dr. Pepper. Well, think I, you know, that was my first thought was first of all Keurig coffee is the worst. It's where it's worse than instant coffee. And second of all, I mean, Soda in itself is such a waste. But Dr. Pepper. What are we doing here? People, and like Fifth, Third Bank or almost went out of business, right? The Silicon Valley Bank you know blow up and they're like, aim to the biggest mediocre mediocre Mid Bank ever, what a name like to Fifth Third? What are we doing here? All right, what else? The Dunder Mifflin of banks? Yeah and then make up your mind if there's a third actually is it forth? Is that we trying to say? It's averages. All right, and then it was Nike's, Robert Swan Nike, and the News, a lot, this week for sucking, the new CEO is frustrated because he can't turn it around. He's sucking despite the fact he got a massive golden. Hello. So yeah, I'm I'm not surprised. Go ahead. he's like, he's the former CEO of Intel and which he Is that really something you want to have on your resume like intel was no like notoriously one of the worst. In fact chip companies like they were doing so poorly with CEOs there that the their new CEO day through hundreds of millions of dollars at right. So they were obviously neat really in need of someone good. He did manage to Parlay his job, in to Andresen Horowitz position, which is where he currently is at Andrews and Horowitz. And like, the companies, he's on the board of eBay. Mike KRON Nike, he was on Applied Materials and Skype. Like these are the companies that this is the value that he's bringing and to boot, he's on the billion dollar pay Club He paid. By himself. This is the way this works is. We looked at your in percent influence on a board in any given year times the realized pay of the CEO sure in each given year By himself. He is responsible for 3.2 billion dollars paid to see CEOs. Despite being on boards that were flagged in the bottom quartile of TSR nine times in the last seven years, that's not good nine. Flags for bottom, quartile TSR, that's only two billion. Paid out of swan. Robert Swan at Nike Robert Swan at night before you get off this topic and move on to the best director. I'm kind of stuck on this mic Vandeven because I'm looking them up. First of all, he looks like a Dilbert character, right? What she would write. He might be. Yeah. And the second one, you forgot to mention, he's a licensed certified, public account. Of course he is, right? He is, he's just that Dilbert. He guy. He's, yeah, he's that guy, he's that guy, his, his claim to Victory, is being an advisor to South West since 2023. And he was Chief Operating Officer, he was on Southwest from 1993. Remember, Southwest was run by Bob, Jordan. Sure. Not Mike Van de van like Van de van, had nothing to do with Southwest. What else? Come on, let's wrap this. Yeah, those are the best word of the show. Best Director. Here we go. All right, these are directors with greater than 600 batting. Average TSR less than three TSR Flags greater than 600 controversies. Not less connected to their boards. They're not super similar. These are high bars. I set the bar. Really high, got it. And I came up with a list of five companies with five directors or five. They, it's four directors. At five companies, four directors of five companies. Yes. Oh, we have a double Loop of a double Paula loop at Robinhood woman. Carol Schaefer at insmed Corporation Corporation. You Herman Eugene Bulls. I can't believe manual black man named, right? So, again Herman, right here and you had the methodology back it up right here, alone, You are busting to. I put in this is data driven 0 demographic, data data driven, this is core knowledge. Merit had been on at least three boards, outperformed straight outperformance numbers. Straight performance performance in the companies and then just don't be connected to your boards. There's no demographic data, there's no male female, there's no age. There's no race ethnicity and the first three are two women in a black man. So that's, that's all for people that's 75%. Yeah, go ahead. That's the bar. Number one person is Craig. Barrett and the only reason why he's the fourth person is because he's on two company boards. He's on the board of Intel and intuitive. Well, to kind of round out a weird Point here. Although, you know, he is a white man, but he's not even American. He's Australian, so, that's Australian. Then, what will make me laugh? It's it's International diversity. Yeah, there you go. Those, those are directors that under No circumstance. Should you get rid of Herman Bulls Carol Schaefer Paul Loop or Craig? Barrett, the only people in your portfolio who have a long tracker to multiple Boards of outperforming, keep them beautiful. Maybe we can post these lists somewhere, maybe we can. Who knows? That's the proxy countdown for the week of March 30th 2026. Join us next week when we jump back into the alternative democracy pool, Forever on the lookout for shareholder shenanigans. Dopey directors, I mean we've talked about dovey directors today scandalous CEO Parish, some kind of talked about that too and Wayward Band-Aids which we never talked ever never.