Live from CII Spring Conference 2026: Bertram, sausage sandwiches, and Starbucks

I like this. I like first first split second. No one. Everyone is like do we clap? Do we clap do? That's it. We're done. Thank you for having us. I don't know how we're here, but we are here, so let's do this. This is proxy countdown. Welcome to the big CII show for the week of March 9th 2026. Alongside my tag team partner Mattie. I'm Damian Wallace on today's very special CII, centered proxy countdown, a peek into what we do and who we are. We are storytellers of ESG data and events back by our exhaustive data, set of director performance analytics covering 220,000 directors. Yeah, too much. We're going to cover Trends. We are following into the 2026 proxy season. We've got some dippy poll questions to keep you awake, and hopefully lots of audience questions. I know people were somewhat reticent, some of these events, but we welcome conversation. I know there are some mics set up, maybe but feel free to engage in her up. Um and then we're going to end the show on something. We call the big vote, where Matt takes a deep caffeinated, dive into Starbucks and upcoming annual meeting which is coming up in two weeks. So we're going to give you our the way. We analyze these meetings, Matt has a lot of good data to support that. All right, let's get to our top stories. Let's start with a few small appetizers before we move on to our big trends of the Year and no particular order. How about this half win for ethics at luminar Technologies? Following a code of business conduct and ethics inquiry, by the audit committee, CEO and chair, Austin, Russell, and director. Jordan hung Heng. Immediately resigned. Okay. So the inquiry, they immediately are gone. Yes. However, the former CEO will remain on the board and be available to the incoming CEO on transition and Technology matter. So that's a, what's the available to do? I don't know. Talk about his ethics violations. I suppose don't do this next time. How about this new version of a CEO pay ratio, we talk a lot about CEO pay issues but Jill former executive chair Mark Mandela just step down with a Consulting agreement until 2028. We have seen a lot of these actually second one. Yeah two year agreement where he will provide advisory and strategic Services win requested for a monthly consulting fee of 150,000 dollars. This is a Consulting agreement, pay ratio of 144 to 1. I like the Consulting agreement, pay ratio, they don't disclose that. So, just for the agreement on 144 times the median employee at that company dollar, this is a joke. Only, I'm gonna like, I hate to tell you that's most of them. That's all of them Dollar, Tree added three, directors to the board named. Mike Bill and Tim Considering they already have a Jeff, Dan, Tom Paul and Ned. It's no surprise that the man with the lowest influence at 6%. According to our data at free flow. Analytics is a complicated fellow named Bertram, really? Yeah. Bertram has the lowest influence. I knew this with that joke would fail. All right. A little more serious here, Fallout from the Epstein files included, two high-profile exits. Goldman Sachs is Chief legal officer, Catherine, rummler and Hyatt Hotels executive chair, Thomas pritzker, but listen to these twists, Despite the numerous headlines, neither filing explicitly cited. The reason for their departure Goldman was incredibly terse. In fact, probably the shortest filing statement I've seen in months. All has said, was that Catherine has determined to retire from her roles as Chief legal officer, in general counsel at the Goldman Sachs group, that's it. Nothing else said. And then at While Thomas, pritzker resigned immediately as chair. That's their words, resigned immediately, he will actually stay on the board and serve until May. I don't know. He again, that's is he doing the same thing that I don't? How he's gonna. He's gonna be available. Yeah, just in case. Here's another joke that no one will like, but me. Yes, good. The board of Sandwich. Get us. Stay with me on this one, the board of Sandwich Company Portillo's Each listed their favorite menu items in the company's proxy statement. Six directors named sandwiches as an example. An Italian beef dipped with hot peppers for the CEO. Michael osanloo. Sounds horrible. And then, the chair kind of picked a sycophantic version of that Italian beef with hot peppers and cheddar. But listen to this, the audit committee chair and bordelon went completely Rogue. And she didn't pick a sandwich. She picked chocolate cake. I got a sandwich. Yeah, that was her favorite now. You think that's just like the perfect risk-averse choice for audit. That's a good question. That's good. All right. This brings us to our first poll question tonight. Please feel free to play along. If you have your app, if you want to vote on these, the first poll question is yes or no, will a director, be voted out in an uncontested election this year for a reason outside of attendance at a big us company? Here's the backdrop to that question Netflix last year and astounding 79% of shareholders rejected. The re-election of lead. Independent director, Jay Hoag. And this Vogue is no aberration 55% know in 20249 percent no, and 2717 49.7% know in 2014. Despite this. Netflix came out rejected, the will of shareholders and said, this is their quote. Mr. Hogs continued Service. As a member of the board, is in the best interests of its shareholders. Yes, they're the ones. This is actually the most fun I've ever had. We have, we have an indecisive audience. It's trending, it's trending right down. It's trending right down the middle. I would like to know if anyone wants to tell me, What would be the reason other than attendance? We like, never see. And I'm talking about, well, I'll tell you all right. So while everybody thinks about it and may or may not want to raise their hand and yell something out. So a free float, we build a director vote predictor which we have. So we have data on all these directors, we looked at 40 different data points, and all permutations of them ran through a Monte Carlo, simulation and said which are the most correlated with a no vote. You know, either getting voted out or a significant, no vote and the answer. Number one was attendance, that was like, the number one thing and actually number two was performance. It was the bad breath. Know, that was number three. That was all right. I'm going to just say that the whole issue. Wow. So yeah. All right. Let's moving on to some trends that were following. This is one of the benefits of. I mean, we look at so many. I mean, the two things we do every week is that we look at pretty much. Much every 8K. Filing proxy statement you do. Yeah. We also tagged 2000 news articles every month to support our other Show Business pants because we stay on top of all the news and all this is available on our website. But we are we try to stay on top of everything. So here are the trends that we see again in, no particular order, we're seeing a lot more director golden Halos. We never really saw this in the past. We used to see, of course, a lot of gold and hello packages for executives and CEOs, at Palo Alto networks. Two new directors, will each receive a golden hello Equity. Grant worth one million dollars. In addition to their annual pay of 400,000 dollars. Now, how are you independent coming in with 1.4 million? Is that like, does that a sign of Independence? I just want to get a board seat. Yeah, it sounds like a codependent and then microstrategy really steals the show. They're giving golden Halo package of 2 million dollars in equity. On top of that, what they did this year is just 19 days. After their last annual meeting, they snuck a guy on their board Peter Bridger Junior. They're giving him 2 million dollars in equity, a half a million dollars in cash all this before, shareholder shareholders even know how to pronounce his name, right? That is one. That's one of my favorite things. Yeah. So I don't know how many people pay attention to when directors get added to boards? Not during the annual meeting, right? Everyone looks at the annual meeting and the proxy and that but we actually pulled every data point for when directors got added to boards. And there were 79 directors that were added in 2025 inside a week after the AGM ended. Yeah, so they're basically incumbents they've been there for a year when they show up. In fact, 29 directors were one day. One, after the AGM added and it's and they're not in the proxy. So either, that's the fastest search process. I think they met them on the ride home from the meeting and thought and this is a good excuse me sir. Would you like my favorite though? Is Rockwell Automation in three straight. Years 2022, 23 and 24. They added a direct one day after the AGM, each of the years, And mind you that. I mean, that process of finding this director, they do what we saw that I already interviewed. I called one of the placement agents, like one of the major placement agents. I said, how long does it actually take to find a director and they said, you know, anywhere from three months to, you know, six months, it depends on what you're looking for. And I was like, how about three to six days? And they were like, no, no, not, unless they come in and they say, we're hiring this person? Can you just vet them or their names, like, Tim Cook or something, or their name, Ned and Paul. And, you know, so we call this circumventing democracy. This is one of the data points that Matt said that we've been pulling it. Make it worse to me, is when they like, as an example, Uber appointed nikesh Arora to the board, but then immediately appointed him to serve on the nominating and the compensation committees. And this happened at several companies, International flavors and fragrances added Virginia drossos. Put her on three board communities before. Shareholders had a chance to weigh in like already on three I know right after the meeting, the best is when they do it with classified boards, when you add and then the vote is three votes. Three years later, we added you one day after the AGM and three years from now, you finally get a vote. The next Trend we're seeing is also pretty new to us. This is we're calling this the board to see sweet promotion trend Uh, so they're actually now plucking independent directors off the boards and putting them right in the c-suite, with which easier to search, which suggests something that we've been questioning all along is that, you know, when you've been there for, too long, are you really independent after? If you can if you can immediately fill in for c-suite role? Yeah. Doesn't a question your Independence to the know, they're totally independent. Okay? I might just talkin' to you or not. I don't see any questions coming. So I'm just gonna keep going. If you want to stop my droney paddle, please stop up to the microphone. I'm gonna keep going. Here are some of the board to see Suite promotions. We found Verizon lead directly, the lead independent director, Dan Schulman became CEO. Got a golden Halo package worth about 60 million in queue lead. Another lead director in there, seeing became CFO and CEO. How about that? Yeah, and CEO, take them both 25 million dollar golden below. Duo, lingo found its new CFO from its board. PayPal promoted. Its independent chair to the CEO role, Sonos Tom Conrad, jumped from the board into the CEO thrown. And then how about this to prove? My point at apogee, They promoted long tenure director, and independent chair, Donald and CEO. And their quote, the board cited. His deep understanding of the company and Decades of leadership experience, Key factors for the transition. So we talk about this all the time, especially long tenure directors. If you've been there for 10 years, there's no way. You're Independence impossible. That's just our and well in the UK. Yeah. You think they're not totally crazy. We actually got a question, look at three to five years. What governance, issues do? You think investors are underestimating right now that could be major proxy fights? I could go first while you because you're the Smart Ones so you can formulate something intelligent that I just anyone's ever said. Here's what I own hope and think so. And I have a section on this later in the show. We are seeing no Cheryl proposals anymore. There's a variety of reasons for that. One of which being the government is basically said, good luck. They're busy, they're busy. Yeah, yeah, I'm wondering if we're, if the that vote is going to start shifting towards directors. Yes. Because, where else will it shift? And I'm thinking that, if that's the case that could start to cause some commotion, right in the. And then, the activists activists already have a leg up on getting and I have another section on that later activists, when activists show up director. No votes Skyrocket. Yes, they otherwise they remain completely stagnant. So I'm thinking that maybe this will start to make things more exciting. Well, there's there's I think there's a move to voting against directors or at least holding directors accountable for a thing that isn't about a proxy contest, but the question about what will cause a majority contest, five years from now, slightly different, which in my mind is not necessarily vote against directors, you're just agreeing with me. Well, I think you're an idiot. Yeah, go ahead. What will it be? I I don't actually think it's going to be anything different than it is now necessarily. I don't know that there's major proxy contests The Hope here is that you dodging the question you don't. Sort of you don't need a major proxy contest because investors investors are more active I mean the average director gets 96% in favor. Do you know that Pew? Did a research poll like three years ago and found that 90% of Americans think the Earth is round investors agree on a higher rate that directors are qualified for their jobs. Then the American public thinks the Earth is round. Well, they need our performance Analytics. I want to go right to this question. And thank you. Bob, for actually, putting your name on your question and you're outed for your thoughts. Are you seeing declines in board? Diversity, due to Dei backlash. I, this is my next section and I this is not not a plan, not a plan. Okay. So I'm glad someone brought this up. So there are two things that we are covering first of all, we we introduced a term last summer that thankfully was picked up by like Fortune axios. The times called we called it the Bro IPO, bro. IPO summer, they call it. Yeah, I don't remember, which is a disturbing. A trend where knew I knew companies that are IP owing are full like just full of men. So we updated that data from January 1st. We looked at 20 new companies, 20 only one had a female founder. None of them had only a female founder mind you. There were no female CEOs, one female CFO one, female chair. In 12 of 20 boards had either 0 or 1 woman on the board. Yeah. So that could start to answer the question but the other thing that we see actually that is more disturbing to me. Is something that I'm calling the down to 2f Trend, which essentially means that we are no longer hitting this. This minimum threshold of three women on the board, which all the academics research supported and where most large companies were heading. We are now slipping down to two one and zero women on the board. And what we're seeing is women, resigning and not being replaced, and this is a dozens of companies. I just have a few from February, Yvonne McGill, stepped down at Applied Materials Meg, Crofton HCA Healthcare Emerson or electric Travelers companies. Danaher, this is just happening over and over and over. We're having companies where there are already two men, two women on the board, and they're pointing a director, but it's not even. You would think since they can appoint a director, 47 minutes after the AGM ends that they could find a woman to replace the women that research that we did at msci is explicit in The women are in fact more qualified for these roles. Well, that's not anecdotal evidence. So one of the things that we built so we have we built a knowledge database where we went through, like, 50 or 70 skills. Matrices, over years with directors and comment and found that basically, they're just lies. In fact, directors would have a skill in one place and not a skill in another, and I asked, and actual director in a conference, why is it that you have ai as a skill on this company? But not on this company and they said, well I'm the only one on the board who take in a class in Ai and and I said is well then what about the other one? She's like oh no this full like technology people and I said so skilled is relative like it's just like I'm better at thumb wrestling than you are at this board so I'm the thumb wrestling skill so we built a knowledge database because the skills, matrices were so bad where we extract all the data, we can from bios from school. All that kind of stuff. And we put that together with a number of other factors leadership and stuff and kind of created a merit measure. We wanted something on paper that cut through the idea though. In Mark Zuckerberg says, we're returning to the meritocracy in his flip-flops and Hoodie. We wanted to cut through that idea and say, well, let's measure it. If you're going to say we're leaning in a merit. Let's measure what Merit is Merit, would imply an objective set of criteria and all of the ways that we measured it, and varying permutations, we found that women people of color. I mean, obviously things that all the academic research already says are, how do a higher standard and tend to on paper have over qualified for the positions, they have. So that's not shocking to me. And then down to one woman FM Bank Pitney, Bowes, S&T Bank core rocket companies, and then finally Fannie Mae which actually is connected to the Trump Administration. Zero, zero, zero, zero women. So the answer is, yes, we're actually seeing a very quick and disturbing Trend there. So I'm going to stick with questions. What would you say the appropriate 10 year would be for an independent director? Given that lead Auditors are rotated every five years. This is a tricky one because can I just start? Yeah. No you can answer it. This is tricky to me. First of all, I'm okay. With going with the UK, the UK. Once you hit 10 years, you're no longer deemed independent. I'm okay with that as sort of an arbitrary Line in the Sand, But the tricky part of this is, and it comes up with Starbucks, which we're going to cover. Brian Cornell took over and really came in, like, with a blaze of power. Got this. Obscene Brian Nichols? Yeah. You say Cornell. Yeah, that's Target. He's gone. Yeah, he's got this scene. Golden hello package that even like got into the mainstream press got rid of all the heavy players, you know, mellody Hobson gone, such an Adele gone and he's surrounded himself with a board of tenure averaging, three years. Now in that case, he's kind of gaming the board, right? He's not just amplify his power. Well, let's, let's, let's come back to my okay. Now, just say my point being that I would go with the UK, but I'd also just go for a balance, like, everything. We talked about here about that, really diversity, represents a balance of balance of no matter what the demographic is. I think the question or skill set questioning me because like think of the same question, but apply to a sports Theme, I don't know how many people are sports fans, right? But every team basically operates any team, I guess I work whatever operates you if everybody's exactly the same if they're all low tenured or if they're all like been there for 30 years. If they've all it doesn't really work and It's hard to basically set a cap. I mean, I'm fine with 10 years, like, you know, I've known my my oldest is 15 years old. I feel like, you know, we like things like five. She's independent. You like, those think of them like children. Like, as if you under independent. I'm not sure though that there's any one rule necessarily. I actually think the analysis Falls to us. We are supposed to look at this and say, is this team optimized, right? I'll just do this next question before I get to the next now. Okay, now I'm like, this poll question is questions. Yeah, if you gotta finish your thing because you got like 10 minutes, I want to hear this one question though, if you could jump on any board as chair tomorrow, which would it be and why? Now, oh, you personally, I'll let you in. First of all, I'm I'm available. I'm gonna sell And I live in, I live in lovely Portland, Maine, and and the people can come and spend time with me in the summer, we can go to the beach. Why are you inviting a credit? I'm just saying I'm trying to sell myself as a chair, but we joke about the a lot. Now, I'm gonna take the The Lazy Gen X answer surprise surprise. What is that? Go and go words. Go for a controlled company. I'll sit there and do nothing. Oh right. The founder and CEO was running everything they have all the influence. Wow and I just sit there and I just not head that's really ambitious. Yes Mr. Zuckerberg Right. I mean it's it's easy money, right? That's that's ambitious. You have an answer for this one. I do. I have an answer for this one. Well, do you want a hard job or an easy job? Well, you know what I want. Yeah, you chose the easiest job on Earth. I do three podcasts a week. I need something easy. I it's hard to argue with that. I think I would, I think I would go with not, I don't like deferring. I'm not a very good deferred or like like dear leader but a classified board would be lovely. That would be your only have to then I only have to carry your years. Yeah like I can fail in attendance for two straight years, show up all of the third and then I'm sure to get you know, first of all strong Mark if anyone listens to archers you know the things that I hate the most classified boards. Anything that's not one. Sure. One vote. Yeah. CEOs. Who are chairs? That's, that's not my list. That's a boring list, isn't it? Yeah, I hate well. Or anyway, let's go. You're a real. I want to get my next to the next. Poll question, and we will answer some of these questions and thank you for asking these great questions. I would have based most of the show around the questions. I didn't know if anyone was actually going to ask let's let's I want to get the poll question. Yeah, do poll yes or no, to do Starbucks instead of targeting nomination committee chairs. Should investors vote against ready for this one. All men on the board where there are fewer than three women. Okay. Now this is a voting policy that exists. I like that order was the other one. The order was, yes and no. And this one, the order is no. Yes. So this is a voting policy that exists and I have a, I have a great example of this. That drove me crazy last year. So the nomination committee chairs are often targeted when the threshold of women on the board polls below three. At quantix Building Products. Last year there were high with hobo boats against Susan Davis. Susan Davis. Who she chaired the nomination committee on a board with only one woman herself. Yeah. And they blaming her blame her. They want to get rid of Susan Davis, it is her final. I love that so much, it's her fault. It's her, it's so Sue's fall. Yeah. So again we're right. We're right down the middle. I think they're trolling us. I think it's just two people voting, I guess. No, it's a number in the top. It's 60 people voted, and it's right down there. That means there's 35 trees. I like congratulations. I like that. I appreciate the balance of opinion here. Okay, so if that moves, all right. Let's you want to move on? Yeah, let's move on. How much time do you need for your section? Like, all of that. Do you want me to just like, skip ahead? Yeah, let's get. Let's just, I want to just do the one. I want to, like, back up the data I had about activist investor, and then I'll go to start fine. Yeah. Because it's just another thing that sticks in my craw and I just want help understanding it, we pointed out before that that when active is investors walk into the room and I'm thinking about Nelson pelts because we often think about Nelson Pelt, I'd what a great. Yeah, moment that was when they come suddenly voters, pay attention to boards. I don't know why. I don't know if it's voters and I know the ISS in class, Lewis crowd is here but it does seem like there's suddenly a lot of scrutiny of the directors involved when an activist is involved. And those same directors, there's not so much scrutiny when there's not want this one, if anyone knows. All right so let me just yeah well I was gonna do the data and then Matt can say something well that's what I was gonna say the day. The classic case is Disney Nelson Peltz came in targeted, Maria Elena, she got 37% no vote. When he left the next year. Her, yes, vote shot back up to 98%. 98% versus the same mellaga Messina who was a woman prior year. Yeah Brookdale Senior Living got into a proxy cage match with a tour. Tellius advisors ISS actually agreed, recommending with hold boats for too long tenure, directors saying, given their tenure in positions, they are arguably the most culpable, their words among incumbent directors for the current state of affairs. But the year before those culpable directors, 99.6% support in 98.8 percent support. What happened? Can you imagine getting 99.6 or 90.6 support for anything? No. All right. I think it's time because we have so many questions to move on. Do you want to? I'll take a few more questions and we'll do Starbucks. What's the best? Crossover guests, you guys have ever had on and why is it and Lipton? It's an Lipton. It is and Lipton know. We actually had no I love its and Lipton know. We had Vivek Ramos on the show. I mean yum and and it was great because you railroad you you trolled him by asking him a question. We played a game on the show business pants. We played a game called the good game, where the you rate the headline, zero to ten. Whether it's good, very simple and stupid game and he was willing to play. And this is right before he announced his run for president. And Damien asked him using a headline that the number the percentage of women female CEOs in the Fortune, 500 was at its highest ever. And he asked and it was like 11% or something, and he asked for vet and the vet argued and then agreed that critical race theory is necessary at some point and then left he's got to go. Sorry, and just left the show. That was the best guess we had. No, it was Anne, Lipton. Whoever asked that question is right. I love Anne. I want you to answer the bottom question there and then let's move on to start the problem which someone just covered it up. The problem is that investors can't dedicate enough time closely, evaluating all directors and less. There's a proxy contest so no you didn't read the last part. How could free float help that? Yes, go ahead. Yeah, you're just trying to sell. I'm trying you. So it's actually when you use, I mean, it's an era of AI and data. When you use a data, it's not nearly as hard as you think there is. So we we build using A sports analytics. A tool that basically figure out who's responsible, who's more responsible on the board. We call influence and use that as Pure Performance attribution. You don't actually if investors believe that director should be held to a performance standard of some kind then having performance metrics for all of your directors, it makes that easy because all you do is you have an attribution model, you attribute the performance to the director and performance could be anything. We do TSR, we do earnings, we do Revenue growth, you could do CEO, pay ratio, we do, ESG stuff, climate doesn't really matter, whatever your performance new articles. How many times you're mentioned. And I mean, there's a lot we cover and not to mention. You have us. We are as our clients. Know, we Actually talk to our clients, do we? Yeah. All right. I'm going to put up the next poll question and then you're going to do Starbucks. Okay. You keep saying that? Yeah, yes. Or no? To exert control and dominance. Did CEO chair. Brian. Nichols Force. Starbucks directors to change their favorite drinks in the proxy statement from 2025. Now, this is important. Mostly to me Starbucks is my favorite corporate governance company. There's always been, first of all, it had a boomerang boomeranging founder. Howard Schultz, who is the quote machine three times. I think who couldn't let go of control, we had we just had so much going on, including my favorite every year in the proxy. They list their favorite drinks. We actually record that data. Yeah. Believe it or not, we actually have a spreadsheet of the last, we recorded drinks of Starbucks directors. That is not. That is not a joke. First year seven out of nine, drink orders change, I know. And it's the first time, it's the first full brightness here. I, I don't think it's a coincidence. They're all saying. Yeah, that now I thought it was incredible. Really, I love that. All right, go ahead. All right, let's talk about Starbucks. Um, so one of the things that we do on the show is we do a deep dive into individual companies. Sometimes, we'll do Deep dive into a trend. In this case, we did Starbucks. I'm drinking my Starbucks mostly because there are people in this room who are filing exempt list stations, there there's a lot of Starbucks in the news. There's a lot of problems at Starbucks. I'm going to actually jump right to the data. Part of this, I won't go over the team roster. We can kind of do it as we go first and foremost, Starbucks board are dictator friendly. Was that mean? All right? So when you look, we classified boards on how much influence or power? I need individual person has on the board. And we can classify them as totalitarian or democracies aristocracies. We we turn our analytics into something that you can read and possibly actually use or understand Starbucks is full of directors. I think they're mostly the vestigial Howard Schultz directors but they're full. Really I thought the average 10 years like three years. Yeah. Well there's still people who have been there for a while but they're still there are full of directors that sit on other boards or work that companies with a founder or controlling situation. So you have Andy Camp Beyond who's who is at Nike. And on the Paramount board, nude store the lead independent director. He's on Lego and the Nike board Mersa mayor who just joined, she's on the Walmart board family. Neal, Mohan YouTube 23andMe, which is just a disaster and Stitch, fix all of which are YouTube. Being alphabetic, alphabet controlled, nickel himself on the Walmart board prior to joining Starbucks. Mike Seaver was T-Mobile and weighs Aang is Alibaba. These are all people who are very comfortable, culturally rubber stamp with a singular powerful individuals. This is important, which makes you wonder. What are you getting? Who do they represent? Do they represent the those people? Because they, that's where they all come from or do they represent the shareholders who are supposed to elect them and choose them. And let's not forget that Miss Starbucks is a company that whatever they do, they'll be in the headlines. They're still an ongoing battle with labor, right? That still has not been resolved, correct. So there are a lot of pressure points but thankfully they have a lead independent director. Okay, who is nude store? Yes, let's pull up. The next poll over under. I'm curious, this one's a guest, the average tenure Of a lead independent director in the US, as of 2025, take a guess of his more than 10 or you're actually making them, think they're all being. Oh, because the leading to Benin director is Newark, himself has been on Starbucks for would for nine years. He's the longest tenured director, and he is supposed to be the counterbalance. To show our well nickel now and a guy who is CEO, but also sets the agenda and runs the board. Yeah, meant to he's the cowboy oversight of management. He's the counterbalance of that guy makes sense. So, as of now, the correct answer is more than 10 years, okay? Average tenure is. So, the 12 years crowd is smart, and I'm gonna give you the my favorite one because I was coming out of the Metro on the way here. And I saw an ATM for First National Bank. First National Bank is a leading to bend it direct named Bill Campbell, he actually won the nacd director of the year in 2017. The jokes on the nacd. He has been on the board since Gerald. Ford was President. He is 1975. That's not a typo. He's lead independent director, he does. Yeah. That and and it doesn't really know, but it's a one share, one vote company. It is plurality vote. So like, that's why he can get away with it. But there is, there are companies that aren't like, mettler, Toledo or Toledo Toledo. I'm gonna say Toledo don't have plurality voting, but they're lead independent director. Tom Salas has been on the board since Clinton won 1996 Clinton's first turn. Those are the independent directors so I actually think investors are winning at Starbucks like a nine year. Lead independent director, who is sort of subservient to Dear leaders. Not so bad. Okay. And nickel is putting his stamp on things. You talked about the turnover, like the executive turnover there. He's there's a lot of executive turnover, but he's, yeah, he's choosing his own board connections. So we have a director interlock database. Which is like a lot of other people's interlock database except that we added in. We did the dumb and painful thing of going through non-profit filings over the last five years and name matched and eliminated. False positives. So that we actually know because one of the things we found is on average aboard is a large cap board is roughly 15 to 20% connected to one another through two phone calls, right? A friend of a friend but the CEO wasn't, the CEO was roughly three or four percent. When you add in non-profits, the CEO is 20% on average connected to the rest of the board because they're connected through non-profits. So using the sort of two hop database that we have It was easy to find that nickel and Mercer Mayer sit on the Walmart board together, right? And he just added her to the board. So I mean that I feel like is a pretty clear connection but nickel is on Walmart with Cesar Conde, who's on the Paley Center board with Neil Moen. So he already has a connection on the board prior to joining with Neil Moen and nickel is on Walmart with Tom Horton. Who's on Chevron with Dan BC moyo, who's the other new director? So both new directors are connected in some way to Nickel. So he's putting his stamp on things. Um, and which could end in disaster. I mean, that's what Howard Schultz, but it means 55% of the board's power is nickel and the people that he's already connected to, right? Yeah, I don't not effective way of managing corporate governance which brings me to the next section on skills because I already talked a little bit about skills. Can we bring up the next poll which is I want everyone to choose your favorite skill in the skills. Matrix, I assume many of you have actually read a skills Matrix at some point. Oh, there's did you add one? I did add one. Oh. That one's my new favorite skill. Yes, which one I added. Although it's getting some traction. I mean it is it is a skill. It get you on the board in some way because According to this new idea of what the meritocracy is. It is a skill I suppose. I do want to say though. Okay, so right now, all right with 50-ish votes. Diversity is second to last and you'll be happy to know that Starbucks removed it as a skill this year. Last year on its skills. Matrix diversity was a skill on the skills Matrix in which they listed quote. Or this year. They said, quote last year. Five directors had the skill of gender ethnic or national diversity. National diversity. I want to have not heard before. Well Brian also dissolved, the environmental partner and Community impact committee. You did do that, what you don't even now you don't see, you don't see board committees being dissolved anymore. Like he got he just got rid of it. Well he got rid of that but he didn't get rid of the people on it yet and they have my my favorite skill of all the skills Neil Moen this year is the only directors and the skills Matrix without corporate citizenship as a skill. What is corporate citizenship quote? We believe that directors who have experienced and promoting and upholding responsible, corporate citizenship helps startups, effectively manage risk and further along term value, creation for older as well. Staying aligned with our missions of values. So he does not have that because he runs like an addiction. I don't say it didn't specify. It just didn't give him the check for that. It gave everybody else the check mark for that. He did not get it. So I hate to tell you but you're running out of time. I know the well you took all I took. No the audience. Did you want to just like the favorite skill is leadership? Do you want to answer more questions on the way or do you want to do more Starbucks? I'm gonna if you want more Starbucks, given the time that we reach out to us, reach out to us. We can give you a full download. We do actually respond occasionally, we respond to things, do some questions, but Let's do, let's end the last two minutes with some questions. And if anybody wants to like, say questions out loud there. Welcome to pick one. I should go with reading what the audience likes. When proxy countdown IPOs. Yes. If whoever wrote that talk to me after the meeting because I would love, where do we IPO? I'm, I'm from New England. I'm afraid of every other part of the country. So I'm happy with Delaware and and lived in loves Delaware. I'm just staying in the Northeast. That's right. I feel Oasis. Yeah, like I'm okay with Montreal, I'm okay with Boston, poor, I'm just I'm what about Paris? I'll go to Paris. There you go. Delaware for me. What do you think? It's, it's Delaware. I mean, I'm not a race to the bottom. You pick one. All right, so as a proportion of all, resigning, directors, are women overrepresented? And if so by how much the answer is? Yes. Yeah, we had that data to, I don't have in front of me, but the percentage of new directors, on boards, women weigh down way down. So, again to Bob's question a direct effect of this anti d e, i movement, right? Just right from the start of the administration that was numbers just plummeted. It's been. Yeah, those numbers are way down. There's a lot of places that are that are reporting on that and it's pretty bad there. Wasn't there. What do you pick one? If there was one cultural shift you could make in boardrooms, what would it be? I better Bagels. Yeah, I was gonna say I want every proxy statement to list a favorite. Something it is good. That's my dream. Honestly, we are so dumb. We I actually did a correlation analysis between the drinks at Starbucks and performance of the directors. And finally, and found that the caffeinated one more caffeinated ones performed. Let's do. This one guy knows the, this is a good one for you. What are your thoughts on managers that vote upwards of 99% of the time with management? Okay? I mean, what I mean, what are our thoughts? Yeah. Are you and with this final thought, because this is my biggest pet peeve this, I do not understand. 96% compost will help. I think if it's an election, then people should actually have a platform, they should say, what they believe in. And I know there's 80,000 active directors that everyone has to vote on every single year but there are ways to cut through that. There is no way that in a world that believes half of companies underperform and we need to engage with underperformers and the bottom quartile performers are the worst. There's no way that we can agree that directors all so underperform. At least definitionally in half and on this quickly, oh geez, they probably looked up the definition of passive and addiction and taking away too late. Yeah, okay, thanks. Thank to everybody.