Show Notes
This is Proxy Countdown. Welcome to the big show for the week of November 3, 2025 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown: Some mysterious director NO votes More one-time retention awards for our CEO king and queens A dude wants to control Victoria’s Secret The ongoing disappearance of shareholder proposals Matt’s halloween director roundup <TRADE WIRE BUMPER> Trade Wire - BUY/SELL Top Stories: proxy countdown_trade wire_2025 - Google Sheets Tracking Noteworthy 8-Ks since October 8th: DIrector comings and goings: Men added: Men subtracted: Women added: Women subtracted: Stick to 2F TransDigm Group INC (TDG) : appointed Michael Lisman and Peter Palmer Down to 2F: Down to 1F: Stupidities/Oddities: TEXTRON INC (TXT) appointed Lisa M. Atherton CEO/director Ms. Atherton will receive an annual base salary of $1.3M and target annual incentive compensation of 150% of her base salary former CEO Scott C. Donnelly will become Executive Chairman Mr. Donnelly will receive an annual base salary of $1.485M and target annual incentive compensation of 170% of his base salary the Board approved an amendment to the Company’s amended and restated by-laws to accommodate the appointment of an Executive Chairman F5, INC. (FFIV): CEO François Locoh-Donou will become Chair after 2026 AGM Mr. Locoh-Donou will succeed current Chair, Alan J. Higginson, who, as previously announced, will be retiring after nearly 30 years as a Company director and 20 years as the Company’s Chair. Michael Montoya resigned as director but then Michael Montoya appointed CTO In October 2025, F5 disclosed a security incident involving a nation-state threat actor who gained long-term, persistent access to its product development and knowledge management systems, exfiltrating some BIG-IP source code and vulnerability information. Toast, Inc. (TOST): appointed Anutthara Ramamurthy Bharadwaj, will hold office until the 2028 annual meeting CLOVER HEALTH INVESTMENTS, CORP. /DE (CLOV): Chelsea Clinton resigned CNA FINANCIAL CORP (CNA) Dino E. Robusto’s tenure as Executive Chairman will end on December 31, 2025 CEO Douglas M. Worman will become Chair TEXAS INSTRUMENTS INC (TXN) Richard K. Templeton resigning as executive chairman CEO Haviv Ilan appointed as executive chairman NEOs CEOs Money CITIGROUP INC: CEO Jane Fraser: one-time retention award; one-time RSU equity award of $25M and 1.055M options to CEO MP Materials Corp. / DE (MP) : one-time grant of restricted stock units with performance conditions to NEOs: total $28M VERIZON COMMUNICATIONS INC (VZ): $70m golden hello to new CEO Dan Schulman <PROXY CAGE MATCH BUMPER> PROXY CAGE MATCH BBRC International, which owns a nearly 13% stake in Victoria’s Secret , delivered a letter to the Victoria’s Secret’s board of directors this week calling for the removal of Chair Donna James and asking for a board seat. Pushing Brett Blundy, who runs BBRC James, the company’s chair, served on the board of L Brands—Victoria’s Secret’s previous parent company—for nearly two decades before the 2021 spinout. “By any measure, she is an ‘over-tenured’ director with a ‘stale perspective’ that lacks objectivity regarding the company’s operations,” Blundy wrote in the letter this week. American Electric Power (2022-2025) and Hartford Financial (2021-) Directors who all serve on 2 other boards: Irene Chang Britt, Sarah Davis, Jacqueline Hernandez, Lauren Peters <VOTE RESULTS BUMPER> VOTE RESULTS TABLE SANFILIPPO JOHN B & SON INC (JBSS) common directors : Pamela Forbes Lieberman 43% NO; Mercedes Romero 51% NO; Ellen C. Taaffe 44% NO “The Board of Directors recommends a FOR vote for Pamela Forbes Lieberman, Mercedes Romero and Ellen C. Taaffe” Common stock holders: BlackRock/Thrivent Financial for Lutherans/Vanguard Group combined 33.6% class A directors (5 Sanfilippo and 2 Valentine) 100% YES 10 votes per share Sanfilippo/Valentine hold combined 74% voting power and 100% of Class A shares “Gender and Diversity: Common Stock Director nominees are all female. Together with the Common Stock Directors, 40% of our Board is female” 1 of 7 Sanfilippo/Valentines is a woman Stock was $125 in 2023, currently $68 James River Group Holdings, Ltd. (JRVR) 99% avg YES 37% NO Pay 3% NO last year CEO: $11k less in 2024 (from $2.72M to 2.71M) Other 4 NEOs got total cash retention award of `$1.9M, but the decision was made in last year’s proxy SOCIETY PASS INCORPORATED. (SOPA) Loic Gautier 99% NO ; After the Annual Meeting, Loic Gautier resigned all other directors 99% yes Only thing different about Luic in proxy : “Non-independent Director” Vote was October 21: After the Annual Meeting, Loic Gautier resigned as a director of the Company, effective immediately. Loic Gautier’s resignation was not as a result of any disagreement with the Board or the Company. On October 24, 2025, Society Pass Incorporated announced the resignation of Loic Gautier from its Board of Directors, effective immediately. The resignation was not due to any disagreement with the Board or the Company. VALUE LINE INC (VALU): Stephen P. Davis: 95% NO Seems to still be on board: “Each candidate shall be elected by a plurality of the votes cast” Retired Deputy Commissioner, New York City Police Department 99% YES last year “On October 7, 2025, Value Line, Inc. held its annual shareholders meeting to elect directors. The voting results, as reported by American Stock Transfer & Trust Company, LLC, confirmed the election of several directors, with Howard A. Brecher, Mary Bernstein, and Glenn J. Muenzer receiving significant support, while Stephen P. Davis received notably fewer votes in favor.” Next lowest was 3% NO Mawson Infrastructure Group Inc. (MIGI): 62% NO all 3 directors: Ryan Costello, Steven Soles and Kathryn Yingling Schellenger were elected, by a plurality of the votes cast Stock was $99 in 2022, currently $0.95 Innovative Eyewear Inc (LUCY, LUCYW): voted not to reinstate the voting rights acquired by Vladimir Galkin, Angelica Galkin, and the Galkin Revocable Trust: 76% NO Recorded 72 meetings since October 8th: TWO SHPs CINTAS CORP (CTAS) call for a special shareholder meeting 45% YES PROCTER & GAMBLE Co (PG) plastic packaging 14% YES <THE BIG VOTE BUMPER> THE BIG VOTE PICKS DAMION Upcoming Meetings November 10- AGM Date Company SHPs # Notes 11/11/25 IDT Corp 0 11/12/25 Jack Henry & Associates 1 Call special meeting 11/12/25 Viavi Solutions 0 11/12/25 Adtalem Global Education 0 11/12/25 Extreme Networks 0 11/12/25 BGC Group 0 11/12/25 Automatic Data Processing 0 11/13/25 Estee Lauder 0 11/13/25 Axos Financial 0 11/13/25 Coherent Corp 0 11/13/25 Broadridge Financial Solutions 0 11/13/25 Tapestry 0 11/14/25 Fox Corporation 2 Improve executive compensation program AND simple majority vote 11/14/25 Sysco 1 Separate CEO/Chair Matt ZOMBIES Directors with <50% FOR votes in 2024 who stayed on the board anyway Because the undead can’t be killed 2024 Update: Building a multi year zombie board Investors voted OUT directors at AO Smith and Boston Beer Company in 2024, both of which kept their directors, but as classified boards now they just have DIFFERENT directors voted out AO Smith’s Michael Larsen, 39.6% FOR Boston Beer’s Meghan Joyce 49.7% FOR 2025: Which boards have the highest zombie influence? 22 zombies in the US - 26 global when you count 4 in Puerto Rico Almost all are either classified boards, plurality voting, or have some other strange control mechanism - only two big ones really worth mentioning Netflix Jay Hoag, 21.5% FOR, 6% influence Second time he’s been voted out this decade On June 22, 2025, the Board rejected Mr. Hoag’s resignation . The Board, consistent with the Nominating and Governance Committee’s recommendation, determined that Mr. Hoag’s continued service as a member of the Board is in the best interests of the Company and its stockholders We believe that Mr. Hoag did not receive a majority of votes cast in his election to the Board because he attended less than 75% of the meetings of his total board and committee meetings in 2024. Upon the recommendation of the Nominating and Governance Committee to reject Mr. Hoag’s offer of resignation, the Board determined that his absences in 2024 did not indicate a lack of commitment to his duties, noting that Mr. Hoag possesses an otherwise exemplary attendance record Tripadvisor Greg Maffei, 30.7%, 9% influence Jeremy Phillips, 43.2%, 5% influence Through the magic of plurality voting, all you need is ONE vote and you’re in! Congrats to Maffei and Phillips who investors hate but can’t get rid of! Fun fact: in the 2024 vote, you’ll never guess who was on the board - Netflix zombie Jay Hoag! KRAKENS Current directors with the most discrete 2nd degree connections in our database to other current directors US director only for this This year includes non profit connections, now Krakens have even longer tentacles TOP DIRECTORS: Patricia Russo Actively connected to 29 other current directors in first or second degrees Boards of… GM Merck HP KKR Mark Weinberger 25 connections Boards of… J&J JPM Metlife Alex Gorsky 22 connections Boards of… Apple IBM JPM Most over the top Kraken duos Pat Russo (29) and Wes Bush (20), both on the GM board Connected via 5 different paths through - Just Capital Foundation, Business Roundtable, Northrop Grumman, Greater Washington Partnership, Merck, and KKR Mark Weinberger sits between them in two of their paths Alex Gorsky (22) and Mark Weinberger (25), both on JPM board Business Roundtable and J&J, where Gorsky was CEO, are throughputs Corporate Krakens Companies with directors who have the most discrete tentacles - ignoring the Dolans/MSG because it’s all controlled and they sit on dozens of boards together IBM - 125 total tentacles GM - 125 tentacles JPM - 112 tentacles Merck - 110 Chevron - 103 DOW - 97 Northrop - 93 Target - 92 MUMMIES Directors that aren’t family, founder, insider, CEO, controlling shareholder, or executives with tenure >20 years and less than 10% influence in the US Just wrap them up and put them in the corner There are 255 of them actively on boards 35 of them are lead “independent” directors! Just absorb that - these are directors with less than 10% influence, no founder/family/control problem, been there more than 20 YEARS, and still are pointless! MORE THAN 10% OF MUMMIES ARE LEAD DIRECTORS! Here are my top 5 favorite mummies that investors keep covering in desiccant year after year with FOR votes: Steve Odland, General Mills, 2% influence CEO of the conference board who put out pieces about governance regularly, including on the “pressures of directors on succession planning” and how “nearly all senior executives are calling for board refreshment” Steve… is the irony not, like… a LITTLE obvious for a guy who’s been on the board of General Mills since the year the iPod Mini was launched? (21 year tenure) Simon Lorne, Teledyne, 3.8% influence 79 years old, he joined the board the year Victor Wembanyama was born (21 years ago) Ex Munger Tolles lawyer Bill Grabe, Gartner, 8% influence 86 years old!, on the board since the same year Kurt Cobain married Courtney Love (32 years ago) Ex IBM, chairs the Nom committee - which explains why the average tenure of directors at Gartner is 13 years - with five directors out of 11 at 15 or more years When Steve Pagliuca joined the board 15 years ago, Grabe was 71 years young Gartner is an expert network currently pushing AI expertise… from… an 86 year old… Bill Miller, Cummins, 9.9% influence 68 years old, on the board since the same year Bill & Ted’s Excellent Adventure was released (36 years) - and he definitely saw it, he was 32 at the time Chairs Comp committee President of the Wallace Foundation since 2011, previously on boards of mutual funds Shouldn’t we NOT store our mummies in the comp committee? VAMPIRES Directors that perform under .250 for both earnings AND TSR with greater than 10 year tenure and over 75 years old Ancient AND blood sucking We lost some vampires last year to retirement and/or mergers, but don’t worry, we have 6 this year with only ONE repeat - here’s the top three: Colm Barrington, 79 year old director at Willis Lease (US) and Fly Leasing (Ireland) Wolfgang Porsche at VW and Porsche - the 82 year old has 20% influence and bats in the bottom quartile for both TSR and earnings - and the company is named after him Po Chu U repeats - 99 year old woman who is dictator at Lai Sun Development in HK, her son is also on the board I can’t be mad at a 99 year old woman, even if they provide no shareholder value and suck the blood out of their company FRANKENSTEIN Directors with <50% FOR votes in 2023, stayed on the board as a zombie, and got >50% FOR votes in 2024 Every good zombie movie ends with the zombies winning? TG Therapeutics had 3 directors fail the vote last year to pass this year: Daniel Hume: 58.9% FOR Sagar Lonial: 54.1% FOR Yann Echelard: 58.6% FOR But my favorite this year…Veeva Systems’s Paul Sekhri 2024 vote: 48.8% FOR - voted OUT “Mr. Sekhri tendered his conditional resignation as a director for consideration by the Nominating and Governance Committee (the “Committee”) of the Board of Directors of Veeva (the “Board”) and for the ultimate decision of the Board. The disinterested members of the Committee recommended, after due consideration, that the Board should not accept Mr. Sekhri’s tendered resignation.” 2025 vote: 94% FOR - everyone loves that guy! That’s the Proxy Countdown for the week of November 3, 2025. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, scandalous CEO pay ratios, and wayward BandAids
Transcript
This is proxy countdown. Welcome to the Big Show for the week of November 3rd 2025 alongside my tag team partner, Matt McCarty. I'm Damien rawlas on today's countdown. Some mysterious director, no votes. More one-time retention awards for our CEO kings and queens. A dude wants to control Victoria's Secret. The ongoing disappearance of shareholder proposals and Matt on the big boat, mats Halloween director, Let's get right to the top stories guitar. Our trade wire. I've been tracking 8K since October 8th Casino. We haven't been doing sure every week because we're not, we're not in the height of proxy season. So let's start with some, just some stupid events that occurred. First of all, we're seeing a lot more and we'll have to track the stats when we get more deeper into the into the season. We're seeing a lot of CEOs who are becoming chairs at their companies. After years of trying to separate those roles at Textron, not just currency is, but former CEOs. Former CEO Scott Donnelly will become executive chair. In fact, The board had to had to amend the company's bylaws to accommodate the appointment and executive chair, just to allow Scott, Donnelly to become executive chair. And this is without a shareholder input. They just went themselves and amended the bylaws at F5. So, F5 is the cybersecurity company that just got hit by a major security, breach involving a nation state actor, who gained long-term, persistent access to some of its systems. So a cyber security company couldn't keep its own Cypress, security safe it by its response was to make the the CEO, France, lacooda new all. So, the chair this will happen after the 2026 AGM and director. Michael Montoya is gonna he's resigning and becoming the company CTO. So what kind of a weird not seem like, what's right? Seem like the solution. So they're just pulling from people who are already. A operating the company and providing oversight to to help what the CEO France. Would he be responsible for the massive data breach problem? Yes, making him chair seems. And the chair is not stepping down because of the breach, the chair is retiring after nearly 30 years as a company director in 20 years of the chair. So yeah, not exactly. Independent CNA Financial CEO. Douglas Worman will also become chair. And at Texas Instruments, CEO of Alan is becoming chair. These were people who were not, these were companies were those roles were separated and how about this a celebrity director, resigning at Clover, Health Investments, Chelsea Clinton's stepping down. Wow. I mean, she's available. I put her on our Archer. Great. Let's get to some big money awards for executives City group. That's the big one. Jane Fraser is getting a one-time retention award where they say it's one time but who knows? Is getting restricted stocks worth, 25 million dollars and over one million stock options. You think they would have stopped at 1 million but she's getting 1 million 55,000 stock options, just for doing her job. And this is a now happening throughout the banking industry. They're all getting these one-time Awards people, like David Solomon. Goldman Sachs happened at Wells Fargo. So this is what happens. It's just pure, pure pressure, right. Peer pressure used to be, don't let your friends drink and drive. Now, with compensation committees at banking companies, handing out massive Awards to their CEOs to people like Jane Frazier, who was Never Gonna Leave City Banks. So at me, if the one million 55,000, if that multiplied by whatever the exercise price is around number, or we just a question, chucking in another 5000. That's just seems funny. MP materials there's a one-time Grant. They always remember. This is their language. They always say one time, Grant of restricted stock units to to all of the names Executive offices worth a total of 28 million dollars and a Verizon Communication new CEO. Dan Schulman gets a golden hello package worth 70 million dollars. Now, Dental is correct. Me if I'm wrong, is one of the founders of PayPal. Yes, but he was the lead independent director of horizon before. But is this the right way to incentivize a guy who was already extremely wealthy? I mean, this is how we're gonna. We're gonna hold his feet to the fire to perform at Verizon communications and and and and we're giving a golden. Hello, to a guy who's already. Hello at Verizon. He was on the board. Like what? What the hello. So those are some of the major stories happening. In a case in our proxy cage matches, kind of a creepy proxy cage match. If you asked me, maybe I'm being really judgmental here. b b r c International what's which owned nearly a 13% stake in Victoria's Secret delivered a letter to the Victoria's Secret board asking for the removal very specifically of the chair of the board, Donna James, And now they're pushing Brett, blundy who runs bbrc to go on that board. James, she's the company chair. She's actually served on the board of L Brands, which is the, the previous parent company of Victoria's Secret for nearly two decades before the 2021 spin-out. Brett blundy wrote in a letter that she the reason why they want to get rid of John James is she is an over tenure director with a stale perspective. That lacks objectivity regarding the company's operations. Maybe maybe she does have a still perspective that lacks objectivity regarding the company's operational though that's hard to quantify other than 10 year. But here's the funny thing. The oh, the well, Okay, I I'll just say, I yes, if we're only going to use 10 year as a, as an objective criteria then yes. And Brett is, right? She's over 10 years. I mean, but this is the, this is the sad part of performance of direct your performance metrics, right? All we have currently 2025. We have open AI, we have access to all this credibly she did it from from, you know, from Msci, Bloomberg wherever you want to get your data from. And yet still the only way to articulate performance when you want to host, the director is 10 years. That's all we have. That's it. I, I I this may be reverse sexist of me, I don't know how to think. Well, there are to like Victoria's Secret does have, I think a majority female board so it's does, but but prior to it, it was part of L Brands, which is like, it does seem Brett Lundy. His background was, he was a founder of a company called BB retail Capital that invested in bras and things the store called bras and things. Another thing called sanity and entertainment which was like a weird CDs and Blu-ray company, he's taking out stakes in fashion. Fast, fashion jewelry Brands, he cattle farming, she collects City Chic Collective, which does women's fashion. And now Victoria's Secret, he seems Oddly obsessed with half-naked women. Yeah, and cattle with their utters, right? I don't it. It does seem weird. It seems, I and then targets women to get them off the board of a women's brand companies. It's a little much weird. Seems weird. I don't know. Seems weird. Let's go move over to our vote results table, tracking all of the company, not just the large cap companies Trucking, all the companies that had votes over the past few weeks, There's some strange I preface at the beginning. There's strange no votes this week. Let me cover them at San Filippo, Jon B and son. There were three, a handful of a name. Yeah, there were three common directors up for election and seven Class A directors. The seventh class a director's, all from the San Felipe and Valentine family. That's six men. And one woman all received 100%. Yes vote. That's a class. Say the class A votes 10. Votes per share control by the Santa Fe and Valentine family. Is there, they're all happy with they all agree. Despite the fact that like an any family, there's a lot of fighting. This is just look even with your partner with your kids, with your brother, or your sister, what a fighting going on a family that so much that they make movies about it. Like Christmas movies about families fighting Thanksgiving, you imagine? No. Can you imagine if the vote had been like 80%, for one of them and for the rest of them, they can't all be doing well beyond us. But here's the thing, the commenters three women A Pamela Lieberman Mercedes Romero and Ellen taaffe. Two, women got 44% know and Mercedes Romero got 51% know. So yeah, all the hate directed at the common directors at San Filippo. Despite this weird quote, I found in the proxies that says gender and diversity. Common stock director, dominates are all female Together with the common stock directors. 40% of our board is female except really, it's the, it's the common stock directors are talking about because they're only only. So I don't know whether Trump, they're proud of that, but they're, they're basically trying to house. This is just weird. Like, I don't know why they're trying to ask the common directors of San felipo. Society, pass Incorporated. A director Louis Gaultier. A 99% vote against. All other directors 99%. Yes. The only thing different about luika, I found on the proxies that he was considered a non-independent director, that's the none of the mouse had that title. The and then the good news is that he actually resigned, he left the board three days later. They said that he left and they said the resignation was not due to any disagreement with the board or the company, but 99% against would suggest that something weird, someone disagreed with something 99% against and I couldn't find anything any information. Whether from the Press from filings that was suggest why this would occur. At Value line. Steven Davis, he's the retired, Deputy Commissioner of the New York City Police Department. He's not the oldest director. Steven Davis 95% votes against 95%, we never seen numbers like this. Despite the fact that he got 99% Last year in support. But he is not leaving the board because they have a plurality voting policy, which means that all he needed was one vote. To get reelected. So he's staying, which is super awkward because 95% shareholders wanted him gone, that's crazy. Yeah, when I get to a zombies, that is actually the most common zombie feature, so reality voting. But you think they just be like, dude, you gotta go. This is ridiculous at Mawson infrastructure group. All three directors, had 62% votes against. That's another large, exactly 62% each. Yeah. And yet, they're all coming back because that's another plurality voting standard, another weird thing that happened, James River group Holdings, 37% of Voters voted no on pay. that's a really high number, despite the fact that only 3% voted no last year, and The PayPal, the pay plan is the same, the CEOs, making the same amount of money. NEOS got a cash retention award this year of 2 million dollars total but they agreed on a decision last year. So I don't really know what's happening there and the average support for all directors was 99%. Yes. So, I don't really know what's going on at James River group other than just stupidity. and then finally, the only thing I wanted to point out in the vote results table is I looked at 72 8K. 72 meetings. Since October 8th? I recorded them all on a spreadsheet. I have proof of this. If anyone wants to claim that I'm just making stuff up. There are a total of two. Two shareholder proposals at 70 to meetings, one at Cintas, to call a special meeting. And when I parked her in gamble for plastic packaging, two, this is the, this is what people are chill. This is what they're angry about, their angry ISS, the angry at BlackRock to angry, Gus Lewis, The Angry everybody because they, they're claiming that Cheryl. Proposals are destroying capitalism, but there are, there are no show. But look, the companies that you're highlighting here are not big companies for the most part, for a lot of their vote. I'm not talking about the shareholder before. Yeah. I I'm talking about the, the other vote results but there is a pattern emerging, even if these are some weird outlier companies, there is more vote against directors, which is what we predicted going into this year, that if you can't do the shareholder proposal. The only thing left for you to do to show that you're displeased with a board, is vote out members, which is something we should have been doing anyway. By looking at individual members and whether they perform. But now we might actually be seeing it. The problem is actually that it's indiscriminate votes, against and votes 4. We're voting against all three common directors at San felipo. John, John Bean son, right? Rather than saying who's underperforming, who's not underperforming, which is the next step. You just need the extra data to say. Now we can Target, non-performing directors, and forget about charitable proposals. And you know what? This isn't new. Whenever there's an activist campaign, they vote against directors and whenever share price is getting slaughtered, they vote against directors. So yeah, they already exercised this mechanism, they can keep going and then on I just want to point out in the big vote before I hand it over to you. That next week we have some I am tracking all companies with over a billion market cap, some pretty big meetings coming next week. Fox Corporation. Cisco. Estee Lauder. But again, I'm looking at about. 10 companies with over a billion market cap next week, having votes only four total. Charlotte proposals, all of those companies combined. So, again, we're just not we're just not seeing a lot happening in that area. That's all I got, Matt. I'm gonna hand it off to you for the big vote. I know you're covering a lot for our Halloween edition. Go ahead, our post Halloween edition so it's still Halloween ish. So last year, if you listen to the show regularly, which Everybody does I created we in this space everybody knows what a zombie director is, right. Zombie director is director, who gets less than 50% of the votes but stays on the board. Anyway, right, just sticks around normally calm zombie directors, because normally have said, no and they kind of they are like the undead. It's usually two mechanisms that leave those directors on the board of plurality voting standard, which we said before, which, you only need one vote. Because it's really. It's the, that's the directors of get the most votes and usually they're never contested election. So that's why they get reelected. And then there are these companies that that don't have an automatic resignation policy. They actually, when you don't get a majority votes, they then give out decision to the nomination committee who gets to decide whether or not to accept the resignation and more often than not, they're like, like, j-hope. Yes, Netflix. They're just like whatever. Who cares? So everybody knows a zombies are, but I created new categories, good because I think that it's easier to understand a direct heir. When you can really place them in like what do you investors actually think about these people? How do they perform? Who are they? So the categories we have are zombies, which will go over quickly because we already know what that is. I created something last year called Krakens Is there directors with lots of tentacles in the market? They're highly connected. Directors, in our database, I created mummies, I created vampires and Frankenstein's. So let's go one by one, you ready? Zombie's. These are directors with less than 50% of the votes for but stayed on the board. And anyway, I'll quick update from 2024 zombies because you can actually build multi-year Zombie boards. If you, if you pay attention to this investors voted out directors at AO Smith in Boston, beer company in 2024, both of which kept their directors, but since their classified boards, now investors have different directors to vote again there shielded, In fact, at AO Smith, Michael Larson only got 39.6% for in 2025. So now we have extra zombies. We have shielded classified zombies and a new zombie joining the classified zombies. He was he still on the board. They rejected his resignation, obviously a more Boss Boston beer companies, Megan Joyce 49.7% for us. That's fairly voted out. Just barely voted out but yes it's binary still on the board also classified board. Now we're we created something new in Zombies classified zombies. They won't come back for reelection for years. The multiple years. I'll say again, I said all the time there should we should have no classified boards and CEO should not be chairs. Look, just for fun. If you get given that, you know that like AO Smith and Boston, beer company are going to keep their directors. Anyway, vote, all of the directors out every year and have an entire Board of zombies. Why not? That'd be fun. I mean In 2025. There were 22 zombies in the US. 26, when you count Puerto Rico because there were actually four at one company in Puerto Rico. To your point. Almost all are either classified boards or plurality voting or some have like a some other strange control mechanism but those are the two major mechanisms classified board and plurality voting which insulates directors usually investors are voting against directors because they don't like classified boards or plurality voting that's usually the reasoning right? The exception here being the one that you mentioned. J-hope j-hope. Yes 21.5% for 6% influence on the board. Second time. He's been voted out in a decade. He's the quote on lead independent director at Netflix right there. Several decades, and here's the quote board rejected. Mr. Hogs resignation because they determined that it's quote in the best interests of the company and its stockholders, write the same stock. That voted him out, the strugglers voted him out the company's board. Netflix is Bored. Decided it's in the best interest of those stockholders to keep him on. They determined this because j-hope did not, they they assume they don't know, but they they basically said, we believe that Mr. Hogg did not receive a majority votes cast because he attended less than 75% of the meetings. And then when about saying he goes to all the other meetings he's been at every other meeting over the past Year's. He has an exemplary attendance record, we reject his resignation, So j-hope's your big one, your second big one. There's actually two. On the TripAdvisor board this year. Greg Maffei. Well 30.7% for 9% influence and Jeremy Phillip's 43.2% for 5% influence, big name, former CEO of Sirius XM TripAdvisor Liberty Media, he's a big deal, he's been everywhere, but through the magical plurality voting. All you needed was one vote and you get to stay in. So I'm in Phillips, they get to stay there zombies, but fun fact, I the reason why I pulled this one, I thought it was fun was in 2024. TripAdvisor also had. J Hogue on their board. There you go. That's, that's not a joke. So it's a fun zombies all know each other. That's how zombies work right. Like they they cluster up and become hordes of zombies. Next up Krakens. Yeah, what's a kraken? Okay. A kraken is a current director. With the most discrete Connections, in our database to other current directors. So friends a lot of tentacles out there in the universe, think of it, as 10 tools, how many tentacles does each director have the biggest tentacles are cracking, okay? Got it, this is for you us directors only and this year, we actually last year we, we didn't have this data but this year, we included nonprofit connections. So now a cracking can have even more tentacles In reverse order, here are your top Krakens. Alex gorsky. Alex gorsky, you might recognize as the former CEO of Johnson & Johnson, right? He's on the boards of Apple IBM and JP Morgan. He has 22 discrete Connections in our database, active connections, to other board members, Mark Weinberger On the boards of Johnson, & Johnson, JP Morgan and MetLife Gorski and Weinberger are connected to each other. This is how Krakens work. They just a lot of love between them 25 discrete connections with other board members in our database. And finally, the Kraken of all Krakens in 2025, Patricia Russo, Pat Russo, Actively connected to 29 other current directors first or second degree, connections through her board roles right now at GM Merc HP and KKR. 4 boards, 29 other discrete directors who are active in our database In fact, I looked at Kraken Duos, these are people who are connected to each other with the most tentacles and Pat Rousseau along with West Bush, both are on the GM board. They have 49 connections together. Well, they're connected to each other through five different way, just Capital Business Roundtable, Northrop Grumman, greater Washington partnership, Mark KKR. Mark, Weinberger another Kraken sits between them and two of their paths. These are people who are so, intents are so intertwined. That effectively, there is no Independence, the cat be independent between them, they have 49. Connections between them in common, I think what you're saying is, if you're a bit of an introvert and you go to a party with them, don't go to a party with these people because they're gonna ditch you immediately. Oh you are such an out alone. In fact, if you are an outside or on the board of IBM, IBM's board has 125 total tentacles between their members, that makes sense IBM. They're all connected and you want to bring up one other company. That has a lot of that has a lot of problems. And in an interconnected board that's Target 92 tentacles on that board. 9210 to tentacles. These are people who are supposed to be independently reviewing, the company's strategy and they are all they all have friends in common. These are these are highly interested people. Those are crackers. Yes. You seem not super enthusiastic about this is the greatest, I'm just taking it in. I'm trying not to, I'm trying not to to blow hard and ruin your data. All right, next up is mummies just listening to this wonderful data. Go ahead. Mummies, these are directors, these aren't family members or Founders, they're not insiders, they're not CEOs, they're not controlling shareholders. These are non-executive directors. With 10 year greater than 20 years. But less than 10% influence on the board. Okay. So, these are basically people who you wrap them up in gauze and you put them in the corner. They have no real influence over. The board decisions. They don't have much power, but for some reason, they've still been there for 20 or more years, Got it. There are 255 of the, in the US, active, on boards, 255, mummies 35 of them more than 10% are lead. Independent directors, is that right? 35, just take that in. These are directors with less than 10% influence. They don't have like a Founder on the board where you assume like, okay, a Founders there. That's why they have so little influence. These are they've been there somehow. For 20 years, they don't have any influence and their lead independent directors. Huh? Well, I don't understand that. Like give me some examples. So, here's an example. Yeah, well, usually in those cases, the CEO, there is an executive chair on the board and a CEO on the board. There's a leading directors. Yeah, basically has no real influence on the board. Yeah, but here are my top five favorite mummies in 2025 and these are people that are literally covering covered in desiccant year after year. And they get four votes, every single year, for some reason, Steve Adlon. General Mills board 2% influence. Steve oddland is the CEO of the conference board, they put out pieces, the conference board, who we know a little bit of the conference Board. Of course, through our connections at ESG, wonderful company gave us a bunch of data. Oh, you used to be a sponsor of our shows. They put out a piece just recently called pressures of directors on succession planning, and another piece, they co-authored with PWC about how nearly all seniors is a quote, nearly all senior executives are calling for board refreshment. Yeah, meanwhile Steve oddland on the board of General Mills, Has been there for 21 years, that's weird. He has been on the board of General Mills since the year, the iPod mini was launched. Yeah, but he's sounds like no one's really listening to him anyway, so maybe doesn't really matter that he's there. I mean, that seems like a call for board refreshment. You've been there, it's time you, you join the board, it's all about an iPod mini and we're loving the shuffle feature, a director who comes from somewhere that celebrates corporate governance. You shouldn't be there for longer than 10 years. I would think you would think Simon Lauren at Teledyne okay, three point. Eight percent influence. He's 79 years old? Yeah, he joined the board. The same year, Victor wimble was born 21 years ago, okay. Friends basketball Giant. And he, he is actually X-Men and Munger the law firm Unger. Tollis, good or tolls? Bill grave at Gartner. 8% influence. He's 86 years old. Wow. He joined the board when Kurt Cobain married Kourtney love. 32 years ago. I guess it wasn't really aware. They were married. It seems like a very young uncork, Cobain and Courtney Love to Get Married. They were. I think Bill Gray was at the wedding. Yeah, and because he joined the board of Gartner then he was dating Dave, Grohl the time from currently. He chairs the nominating committee now which explains something because the average age of directors that the average tenure of directors at Gartner is 13 years, five. Out of the 11 direct has been there 15 or more years. In fact, when Steve pagliuca joined the board 15 years ago Grave was 71 years old and on the board at the time, have fun being a new director at Gartner. That's not, that's going to be comfortable Gardener, which is an expert Network, a publicly traded expert Network, whose talking now currently about using their AI, expertise know, really from a bunch of octogenarians from a bunch of oxygen are. What was going on at good? Maybe they crushed that board. Maybe they can be cynical about it and just and just stop it maybe we could refresh that board. You have my human expertise, human expertise. Yeah my favorite mummy. Is Bill Miller of Cummins 9.9% influence 68 years old. He's on the board since the same year, Bill and Ted's. Excellent. Adventure was released 36 years ago. I feel he was 32 at the time. He joined the board. I feel so definitely saw that movie. Yeah, chairs the comp committee. He's the president of the Wallace Foundation since 2011, previously on the board of mutual funds, why you on the board for 36 years? Yeah, that's I don't understand right. That's Cummins makes like in industrial Machinery. Why, what did you add to them? For 36 years? That it's important that you stay. He's my favorite mummy this year. Let's get him from coming, mummy. Next up vampires. Yes. we'll go through my quickly, I love vampires directors, that perform under They have their batting average for earnings and TSR is less than 250. Both 25. These are poor performing directors. And they have greater than 10 year, 10 years of tenure. And they're over 75 years old, these are ancient, blood suckers, if you're listening Eagan, Jones you, you better vote, all these people out, you have no excuses. This is these are easy, these are layup, vote outs. They are 10 year 10 year, 75 or older and their bottom performers over the last seven years. Easy. In fact, these are so obvious that we lost some vampires from last year to retirement or mergers. These are people that like are so old, they're retiring. You could just vote them out. You don't have to wait for them to retire button. Die, that's weird. We actually have six this year with only one repeat. Okay, here's the top three combing team. 79 year old director at Willis and fly leasing. Oh, two leases. Yeah, that's two leasing companies both underperforming. Yeah. And near 80 year old director who's been on the board for 10 years or more at both of them. How about Wolfgang Porsche? Let me guess where he works. Yeah. Exactly. At Porsche and at VW, I mean it's the same ownership group, right? This is the same ownership, he has 20% influence, he's 82 years old, and bats in the bottom quartile for both. The companies named after him. It doesn't mean you have to vote for him? Yeah. He's just family. Wait, he's another founder. He's a nepo baby. He's I think he's a belief. Is a nepo baby? Yeah okay. And then finally the repeat poetry you yes the 99 year old woman who's the dictator. It lies, son development, and Hong Kong her son is also on the board. I actually can't be mad at a 1999 year old woman even if she provides no shareholder value. 99 year old woman, feel free to suck the blood out of your own company. I'm yeah, we should analyze her diet too because that's good. I mean that she keep going is amazing but she's a vampire. So whatever. She's a mortal. I mean yeah, she is, she lived forever. And finally let's end my bit. I love it. Yeah. Well, thank you shine. A lot of information. Yeah, Frankenstein, honestly, this is all easy to get. This is all day. You can cross cut yourself. This database is of it. You can figure out your own kind of versions of these. What's a friend? This is, these are Frankenstein's. What are directors less than 50% votes for in 2023? Stayed on the board as a zombie. And got greater than 50% votes for. So that, so despite the fact, okay? So despite the fact that they disregarded a shareholder vote shareholders, changed her mind and said, oh, we still we're gonna, We love you again anyway. Exactly. They and I got the years 20, like they were a zombie for 2024. They actually back up for election in 2025, they got greater than 50% vote for in 2025. It's like a rebound with your boyfriend or girlfriend. It's like you or getting married at. I just thought the hot dog, like a regurgitated food like a baby bird. What do you direct your hot dog? TG Therapeutics had three directors fail. Wow. And Daniel humm cigar loniel and January, all of whom were voted in in 2025. So what changed? Well, the votes in were 38 or 58.9% for 54.1% for and 58.6%. For you worked at msci because he loved that decimal point that that almost nothing changed nothing. Yeah, it's really, really like they almost got voted out again, they ignored it, but they're back. Now, they can say we're back. Okay, we just say it enough. People voted for it, but my favorite for this year, Veeva systems Paul sekri. In 2024 Paul sekri got 48.8% for he was voted out. Yes. Here is what Viva in their 8K. They didn't wait like a month to do a considerate considerate, you know, thoughtful process in the 8K, announcing the results of the vote. This is what they wrote, quote Mr. Secretary tendered his conditional resignation as a director for consideration by the nominating Committee of the board. For the ultimate decision of the board, the disinterested members of the committee. Recommended, after due consideration, just three days later, they put out the AK, three days after Duke consideration that the board should not accept Mr. Secession, No other explanation. Why, you know they don't we don't want to know. They just said and they said Duke consideration after three days in 2025, Paul setri. 94% votes 4, everyone loves the guy. Wow, that's weird. 94. There was no attendance thing I could find there was no obvious thing I could find Maybe guns. Maybe he like lost some weight. Worked out. Got a hair transplant, maybe he's just sexier now. He's he's the ultimate hot dog director. Yeah Frankenstein director. That's all I got. That's all I got amazing. I love this, I love the Halloween special. I love the Frankensteins, the vampires, the mummies, the zombies, the Krakens, my favorite I think is the vampires. Really you. Well, You can't I just like under I just like 99, like underperforming directors. I just think it needs to happen but I just love a 99 year. Old woman who still running a company, anything else. Because that's a lot I'm done. That's the proxy content for the week of November 3rd. 2025 join us a couple weeks. We don't know when we jump back into the alternative democracy pool, Forever on the lookout for shareholder Shenanigans Dopey directors, scandalous, CEO pay ratios, Wayward Bandits, cracking zombies, all everything Frankenstein's all, oh, they're all