Transcript
This is proxy countdown. Welcome to the Big Show for the week of May 19th. 2025 alongside my tag team partner, Matt mascardi. I'm Damien Wallace on today's countdown. Tesla's, best version of an independent director. One fewer O'Reilly at O'Reilly Automotive. A proxy cage match tie at Phillips 66. The trend of two screen shareholders continue at a large cap, us companies and on the big boat, Matt, Dives absurdly deep into the Wall Street, journal's top, 250 board directors. I'm looking forward to that actually. Know you're not Let's start with today's this week's top stories, Chipotle Chief strategy officer, and former CFO. Jack Hartung is joining the board of Tesla. Where he will be greeted by his son-in-law a non-executive salary employee of Tesla since 2016 and elon's brother Kimball. served on Chipotle's board from 2013 to 2019, so that's That's the best version. That's the best version they have as independent that. I mean, he also pretty close. He seems to be a guy that sort of the, the tech Bros know, and maybe bring along for stuff. He's on the board of a private company called ZocDoc great. And that company was funded by a Founders funds which is Peter thiel's group. And Andresen Horowitz guy sits on the trust his big brother. Yeah, I mean, I you have to know they're not going to choose someone who is actually independent. That's, that's highly unlike they give it a shot, they're pretty close. Here's a good one at small cap company luminar Technologies. following a code of business conduct and ethics in, but by the audit committee, CEO and chair, Austin Russell, and director, John Hong, Cong immediately resigned. However, there's no other information that just resigned, however, the former CEO will remain on the board. And be available to the incoming CEO on transition and Technology matters. So whatever happened that meeting was so bad that they had. He had to immediately resign, resign from CEO resigned from the chair, but he's staying on the board so. Well, he's got to teach the incoming CEO, how to do whatever he did to get his resignation. Yes. But that he will remain on the board and be available to the incoming CEO. So there's no suggestion that he's ever leaving the board. It's one thing that strikes me about this is it the audit committee's job to do the ethics in Korea. I thought, wouldn't that be a governance committee job or is it always on it? Well often they are tasks with the kind of a code of conduct look, you know, the looking at the company's code of conduct. So what does a governance committee do? If not if they governance, I think they just pick future directors. Just a code for nominee. Yeah. Because the yes it's been raped Under the Umbrella of the nomination committee. So Maybe they dust off the bylaws. Look at the board's bylaws. Maybe they get the. I think they use that with. They can reach upper shelves. As a companion piece, to my 2025 theory, about the down to two women on the board. But nobody seems to care. That's what I've been tracking all proxy season. There are now several companies. I've noticing that are Appointing male directors, despite having only two women on the board. Now, I raise this because it was a long governance Trend that at large cap companies. We're going to see at least three women on the board. But I think with Trump 2.0, and this return to the so-called meritocracy, we're losing all, we're saying yeah. That the, at least three women on the board like the body count version. Yes. The body is the equivalent of roughly 30% of your large cat board, right? Like a average person. So we're still well below parody of any kind, of course, despite the fact that 55% of college graduates and people getting graduate degrees, are women? Yes. Three was The Benchmark. That was it was rightfully created about 20 years ago. I mean it's been a long time now and then, the governor's world just sort of stopped asking for things. Except for us, we seem to be the ones to constantly shouting into the wind. So here's to support that theory. New Nick's is comfortable with only two women as they replace retiring. During David Humphrey with Eric Brandt with Eric. They now have two board members who who were Executives at broadcom. A second director who also has experienced being CFO and a guy that already serves on four other publicly traded companies. So he understands how to schedule board meetings already. So he's good at this, that's good. He's got Google Calendar. Yeah, likewise at corvo. Peter felled joins aboard with only two women so Peter will represent the second director with experience at Marvell technology. and at Live Nation entertainment, Trump Administration. Toady Richard Grinnell joined the two women board because I mean, what a woman really know about entertainment after all, just this morning. Matt, the new Live Nation entertainment director tweeted this kid, you know, this is the actual tweet from the new Live Nation, entertainment director. Left wing violence is out of control from Palm Springs, California to Washington DC leaders on the left, must speak up. Now, we all must focus on this growing left wing violence, problem. And quote, what the hell is? Going on over there on the board at night. Stop Dei in boards, because of meritocracy, and they should stay out of politics and social justice. Yeah, yeah. Well the the good news is Live Nation is a totalitarian board, right? Like the no one has any real power on that board. Anyway, also I just learned that their top sales were, don't tell anybody. It's a good thing. They don't have any women on the board, but they're top sales last year were from women. Oh, oh yeah. Ticketmaster, right? Taylor Swift. Yeah, I'm pretty sure that Beyonce Taylor Swift are the two largest acts that Live Nation sold tickets for well. Miraculously Mac the new Live Nation entertainment director, that the Tony from the Trump Administration is the acting president of the Kennedy Center for the Performing Arts. Spite absolutely no background in anything, resembling the Arts. So there's just a great. This is just a great Trend going on. I don't see baby. Yeah. Uh, two influential directors are stepping down from our database. First at O'Reilly Automotive, they're losing Larry O'Reilly consistent with the board's mandatory, retirement age policy. I gotta hand it to O'Reilly Automotive for actually adhering to their governance policies. Luckily, for shareholders, They have a spare O'Reilly in the trunk and that's Larry's Brother, David O'Reilly. So they still have O'Reilly over there Matt. Don't worry about it. And it paychecks. Here's a big one. Founder, former CEO, and chair, and board members since the Carter Administration Thomas and His 63% influences stepping down. That's a lot of power up for grabs. That's a paychecks 63% influence. That is a lot, but I have a question about O'Reilly. Yeah. Is he going to wear the shirt in the board picture? Well, the remaining O'Reilly, I would say, of course. Yes. Why would he not do that? I just want to be sure that there's consistency because still, to this day, if you go to the O'Reilly Automotive website. And look at the board of directors, there are two directors who are not wearing the shirt. One is a woman, and it's the only black man who's wearing a suit? That those are the only two who not wearing the blue O'Reilly shirt. So if you're listening if you happen to be listening from like the financial times or responsible investor, this is the real type of storage. You should be picking. This is the magic trying to say that's the data. Finally, an executive Payne, news Bath and Body Works has a new CEO Daniel Heath. Who will replace Gina Boswell, the total bill to shareholders is nearly. It's about, it's about 7 million dollars, a golden. Hello, a 5 million and a golden parachute of 12 million. So that's what it costs these days I guess to make a switch at the top and it omnicron grew up, how about this one? This reminds me of the situation that United Healthcare Chair and CEO. John Wren is giving up his 1 million dollar annual salary. He's not gonna get one dollar a year in order to get a massive pile of four million options without performance-based conditions. This means that if the company can just get back to its share price from about six months ago, the CEO will have stumbled into a 120 million dollar Equity package. Look, we we said this on on our other podcast business pants on Tuesday, this is the trend. This is going to be the way Executives. Get paid. I think for the the coming year because they're challenging investors to vote no and none of the vote's are binding in the US anyway so vote no though. But we are talking about creating a situation in which you are guaranteeing Executives 100 plus million in real. Pay if they just get you back to the left where they were in the last year. Situation is that there is that that's that is fabulous. If you're an executive in real bad, if you're actually an investor Let's move over to our proxy cage matches with two interesting stories this week Phillips 66 and activist investor Elliott Investment Management. Each one, two board seats at the company's annual meeting this week capping, probably the biggest proxy cage match of the season. So far, the vote is significant because no activists at an S&P 500 company had successfully won a board seat in at least 15 years according to the reporting without support of one of the big three index funds BlackRock Vanguard Gardens State Street. So, While Elliott's campaign was backed by ISS class Lewis and Eagan Jones. The the top three passive investors actually cited with the company. So they're calling this sort of a big win for the proxy advisory system. I don't know. I think it's a big tell, a big sad face for the largest investors in companies in this country, isn't it? I mean no no one need like you don't have to perform well anymore as a company. And even if an activist comes in Black Rock State Street in Vanguard will not care. Like, I'm not sure that's the signal, he want to send the market. The two Elliott nominees selected were Sigmund Cornelius and Michael Haim well on the Phillips 66 side Robert Pease was reelected in Harbor energy CEO. Nigel Hearn was added to the board if anyone's keeping score and finally at Victoria's Secret, they adopted a poison pill. Although we'll say, typically speaking from the corporate governance perspective, we want these poison pills to be approved by shareholders. Best that's not what's happening at Victoria's Secret. Their adopting, a poison pill to block a potential takeover by Brett Blondie's firm, BB RC International. I've never heard of that. They're doing this unless all shareholders are fairly compensated for the Takeover. Starting May 29th shareholders will get rights that activate if anyone acquires 15% or more of the company allowing them to buy shares at a discount and dilute bbrc stake, which is currently about 13%. So the getting close After resolving passed, antitrust. Filing, violations. Bbrc is now allowed to increase its stake in Victoria's, Secret to 49.99% all all that. Just to say, this is our first poison pill story we've had in a while. So I just wanted to share that. It's also a very weird attempt to take over by Brett blundy blue. I like, I don't know what, his first of all, why is it white men who keep on with the obsession of owning Victoria's Secret owning underwear and a women's underwear in particular. And and secondly, there there is some speculation that he's buying it actually for his wife who is a young woman who actually started her own fashion brand so I'm not very go sure. I'm not sure what to think about this. Do I, who am I rooting for Brett blundy or The poison pill. That's I like the name. Brett blundy, I like that Brett Blondie. Moving over to our vote results table. Here are the highlights from exactly 100 large cup annual meetings over the past week. I like when I have a number like because I can understand the math a little bit better. Uh, only 41 total shareholder, proposals. These numbers are actually going down matt because I've been tracking this every week and from only 34 companies. So, again, there's, there's a big hysteria. And in the in the anti-wolf anti-esg circles, that shareholders are basically taking over the process, they're ruining capitalism. But really, I'm seeing nothing happening. There's really nothing going on. I mean, I'm barely seeing Cheryl proposals anymore, let alone any victories according to my math, a full 2/3 of all meetings had 0 sharp proposals in 0 descending, vote against pay, no big votes against directors so just nothing. That's, I'm calling this, the, the era of the two screen shareholder. They're, they're voting, but they're all so watching, you know, Parks and Rec on Netflix on their phones. They're kind of good things at once, you know, kind of a good choice though. Yeah, I agree with that. Only six wins. Overall, we had two, I call these winds but we had two sampay wins one eighty Otis worldwide, one of Simon Property Group but Matt rightfully pointed out earlier in the show that these are non-binding votes and the other one that always seems to be an easy dunk is the simple majority vote. This is the John's Sheffield in vote that he's putting up that we had four winds there. We had a bunch of we had, we had only 13 moral victories. Even these are going down, this is where any vote gets at least 30% support, which I'm, I'm advocating that that should be a win. That companies should be listening to any vote that gets 30% or more. We had some the biggest shareholder disconnect this year. I was gonna call this. The biggest this week. The biggest two screen shareholder group has got to be a Otis World worldwide, where 61% of the vote said, no on page. That's extraordinary, High vote. And yet the lowest director vote was 93 percent in support and the average support of all directors of Otis worldwide was 98% support. So, yes, so I don't That makes absolutely. I mean I what how what? They also, they also did 40% of investors demanded that Otis worldwide disclosed political contribution. So clearly investors, targeted Otis worldwide do not like what they're doing and loved every single director. I guess. Sorry, I didn't put that in the script to laugh there. That was a genuine laugh. Again, with the directors I maybe at about 10 companies that I even count, were any directors had above 20% of the vote vote against but only one overall. Matt is voted out all. I didn't check their policies to see if this director will actually leave, but that's Thurman. John Rogers at end phase energy. Now that was a classified board vote. So only two directors were up for vote. He got a 61% vote against I looked at the proxy. I actually don't even really know why I'm seeing a lot more of these votes. We have a great listener who chimes in for, when I when I, when I scratch my head over some of these votes. So if anyone has any insight on end, phase energy, reach out, but I didn't see your retirement policy. I didn't see there wasn't a strong vote against pay even though he's on the compensation committee. He did have some kind of some some small related party transactions with a new company that he's a CEO of that, but only about 3,000 dollars worth of transaction. So it's maybe that vote, it's a reality, so he's still on the board. But anyway, that's the only major vote again. And finally, let me wrap up this week on the vote because there's really not much to report. Unfortunately, one strange, first of all, we're seeing more dissent against the auditor. I've reported on this week to week four. Companies this week with, at least 10% voting against the auditor, definitely, a growing Trend this year. I have no idea why. And finally, this funny one at a comet Technologies. So I I've been reporting about this, this kind of dirty trick that companies have been using this year where John shevan, puts up a vote asking for the ability of 10% of shareholders to call a special meeting, and what management does is put up their own vote for 25% of shareholders call, a special meeting, which is basically impossible. You're not going to get it's hard enough to get 10% of shareholders of green anything, but 25% just not gonna happen. So, so, they did this at a line technology as an example, where management got 65% support and John only got 17% on the support so they they beat him there. But a calm might Technologies. Matt, this one was super close. I don't know what the company is gonna do 51 a majority 51% supported John Chavez proposal. For 10% to call a special meeting and 52% supported the management proposal. There's only a different in about a million vote out of like, 60 million. Yes votes. So, how does the company handle this one that they can't give this a victory to the management on this one? No, but they both passed. So, doesn't that mean both 10% and 25% of investors? I don't know. But you blew your own game at a time. I you screwed up. I don't know. That's a, that's the that's the most interesting vote of the week. That's all I got. Matt, I was a lot. It was okay. I feel like I had more last week, so I'm feeling I still have some energy left in me. Let's move over to the big boat where Matt and I have kind of been poking at this Bear all week. The Wall Street Journal released a report on the top 250 board directors. I think we we hinted at this at the show our Tuesday show on business pants but Matt I know you took a absurdly deep dive into this. So what do you have? What's your reporting on this on this list that allergy the directors? What he got? First, I report that I went way too deep into know, this is great. I love this. So this is what the Wall Street Journal said about it. It was done by bendable Labs with input from a number of third party data providers free float on their free. Float was not in Know some of the data we know some of the people who were involved bendable Labs put it together. I don't know them but I actually reach out to them afterwards. This is what they said in the Wall Street Journal, it said that the list is quote, the 250 most influential and effective corporate directors set to serve on S&P 500 boards through 2020 2025. So influential and effective influential and effect find okay. I was gonna say that because we actually have an indicator influencer indicator, right? We were, we have one right measure of sort of influence or responsibility on a board. That's actually a metric that we produce. They didn't Define influential or affective or effective. Okay. Yeah, so but they sort of hinted at it in the methodology, the methodology is a point-based system. And they give points for individual attributes like City on committees or the rules. That you have right that I assume is the influential part. The company performance, which I assume is the affective part, and then they give a bonus for a person that sits on multiple boards. At large companies, right? Like then there's a bonus for that. This is where it got random really quickly for me, because the points system, the maximum number of points that I need directors could hypothetically, get is 23.25 points. I don't know why 23.25. I don't know why it's not normalized in some way. It seemed very like designed for an outcome rather than designed for a narrative, right? Like it didn't seem to be salt. I'm not sure what it's all. In fact, you could get 10 points for company. Performance 7.25 points for individual. And you could get, you know, I reasonably six points for, you know, being on lots of boards. So it was, it was pretty random about that. But the important thing to note here is even though they the biggest portion of the points could come from company performance, right? Know directors. Biggest portion of points came from company performance. Not one director was was winning in the top 100 for outperforming on company performance. So then if the I guess the affective part of this is really not what they're measuring, don't know. There was there there's a hint of effective without any Effectiveness, okay, they really value things like being lead, independent director over anything else so it was not an outcome base list. So it was really is it sounds more like a measurement of their board role signing. How many values you have on how many boards are you on, right? Like right despite the fact that there is a kind of an uncomfortable point where directors will be voted out if they have too many board roles, right? Right. Which is, which is they, they don't dock a director from having multiple like to too many board rules. Yeah, there's just sort of a built-in system in which directors, Don't really take more than four at the large cap companies like, you know, you get occasional fights but not really. But at a minimum the list was good. In order to induce me to think about how would you rank best directors, like, what is a winning director? Okay? And I would propose that a winning director is one that pays the CEO, the least amount of money for the highest TSR and the fewest controversies possible like sustainable returns. No controversy least amount of money to the CEO, which is really a win. Not only for shareholders, but it's all for, you know, for sure value. It's also a win for stakeholders really. I mean we still have more coverage about CEOs with high pay ratios. Yeah. The reality about what you see out of out of directors is they're mentally defense, right? They're meant to protect your asset. If you're you're electing them to protect your asset, you know, navigate the future did deliver sustainable returns and and save you as much money as possible. So but here's the top 100 here are some standouts, okay? I just pulled a couple of thoughts from it and the number one director in the S&P. 500, exciting. Yeah. If I could but yeah, go ahead. Number one. Yes, top directors. This is the Michael Jordan. This is this is Shae. Gill just Alexandra of directors right now. Yeah. Is Ed Phillips of United Airlines. Ed Phillip, which is arguably the biggest letdown for a number one. Maybe a whole number one's ever. He's on two boards in our database, that's it. One of one of which is the totalitarian company in Canada where he sits on the board. He doesn't he's not even are they? Yeah. But is this list from Wall Street Journal, even covering Canadian boards. They hear that board. They okay listed the United Airlines board. He has, he has eight years of tenure at United Airlines. This is a let down. He's the Nom chair. But I don't even know his performance is fine. He bought 600 overall, he's slightly below, average on TSR but about average on everything else. It's it's the most average Choice ever. It's like the outcomes suggests that all you have to do is show up for eight years and you'll be arguably one of the top directors in the S&P 500. I'm a little confused here. You meant you mentioned, there's an accumulation of points now. He's only, they are only counting him from one board and somehow, he is the number one. He's technically on two boards, right? Not a thing to them. I thought you said well, they'd only list the one board, but they count both boards, okay? He's the non-committee chair on both boards, so he's getting some chair rolls for that. Right, like, sure, I don't get it. I, I'm not, I'm not tired one. This is very weird for a number one. It's like he's the least, worst director and they put him at number one. You know, I have a theory about this actually which you probably won't appreciate. And I know a lot of news organizations, do listen to our shows, they don't they don't give us credit for a lot of ideas, but one of the, one of the things I've been trying out for the last few years is the I take a special interest in directors who have who have more than one first name, right? No, you're laughing. I know but that guy, his name Edward, Michael Phillips. This guy has to refer three three. Yeah very manly. He wasn't happy wasp first names this. Maybe they got confused by my joking and they maybe they gave him some points just because he's a, you know, Ed Mike Phil. This is just a great name. Well, the thing I did was I actually I I need to know like where does Ed Phillip even show up in our data, right? Like we've never talked about him actually. So I filtered us large cap. Directors who bet more than 500, 500 is the average director on any any given performance metric who are above 500 on TSR and earnings. Meaning, their companies actually deliver returns for shareholders, there are on more than two boards and none of them are totalitarian that is not a deep list. Like I didn't do like a deep dive into like you know what added knowledge do they get like any of that. I and then I ranked the directors by overall performance. There are 144 directors before I get to the first person from the top 100 list. Oh really? In the first person that shows up in our list is Kevin Kennedy who ranks? Number seven on the top. 100 lists. Yeah. Um so I don't I yeah, I couldn't recreate it with our data. I will say this is Walter journal and bendable Labs is that you really should have reached out to us or to the data at least at free flow, analytics.com. It's the world leader in performance and for directors. And because I will say this about Edward, Michael Philip, which is interesting. And what's really demonstrates, the power of the data at free flow analytics.com and at free flow, is that the data actually supports that and and no one else would would have data like this? Or does have data like this? Edward, Michael. Phillip is actually more powerful on that board according to the data. Then the CEO of United Airlines Scott that is correct. Which shows you the power of this influence data that we have that the Wall Street Journal doesn't have, but anyway, keep going Matt, but the point system here is definitely a liability for investors. This is not an investor focused ranking. It is a, I don't know, like who the core audience is because it's a it's a, it's a media-friendly ranking, right? It's like it's a fun piece to really know because like the names are not big names, directorships, right? So like on sugared apple or someone exactly. Like John koraleski. Who's number 26, got all of his points from sitting on committees and only debits for performance. Like he, it was negative numbers for company performance and he's somehow number 26 out of 250 directors, they reviewed despite getting negative numbers for performance. In fact, 9 of the top, 100 underperformed on the company metrics according to this. There was not, that's just good. Yeah, 29% of the top, 100 underperformed, their companies underperform Monica. Lozano despite getting the performance of Apple 59% of her points. She was in, she was in 28th. Place 59% of her points came simply because she sits on four boards, right? That's what awkward about this list. I mean, you know, and speaking of like the auditing of Edward, Michael Philip, being at the topic I would have expected names. You mentioned Apple like, Tim Cook, who's not only in the apple, or like it was. All right Executives, right? Not executive. Not exactly what I would have expected Iran sugar. I would have expected like their names that appear or that in our lists, that makes a lot more sense. Some in some ways than these out of the top 100, here are the things that struck me. Overall their director, their dictator friendly, 27 of the top 100 sit on at least one totalitarian board. At least once. So that's the Ed Phillip effect, right? Like, you got two boards, but one of them is run by, you know, all the influences actually owned by one person. Someone else. I'll tell you, that's what the free flow data does. The best. I mentioned in the top stories that we pay checks where Thomas golisano stepped down. When you look at the board in the database on the platform, free flow analytics.com you can see immediately the power of Tom golisano on that board and you can see that that you can't consider every other director on that board to be one tenth of the power, right? The right one. Was number really helps. You understand that at these dictatorships, the directors, effectively have no power. They right? That's right. There's sort of elected puppets. What they got right was they did choose generally highly influential directors not the highest because they're counting the amount of committees they sit on and they're in part the average Max influence of these directors, in the top 100 was 13%, right? Like that's a decent number. It's a decent. Number 10 is decent. Yeah, the single most influential board member in the top 100 is Tom Solace of mettler Toledo, which is he's ranked 64th on the list, but he is the most influential on the board that that he's on overall. Most of them are long, tenured 21 of them have more than 11 years tenure at one of their boards. They wouldn't be considered independent, at all in the UK, right? Like the methodology focuses on some sweet, they called it The Sweet Spot which is between 5 and 11 years of tenure. I don't understand that. Yeah, I know, I don't know that. There's any academic evidence that says being on a board between 5 and 11 years is the company, like, I don't, I'm not or great for shareholders, or great for anything, right? There's not much emphasis on these people's resumes. Like only 15% have advanced degrees. Only 11% went to Elite. Schools 35% have been CEOs somewhere, right? Like at some company, however, 74% of the list was white and 50% of them were white men, just to give you a benchmark for that, only 40% of us. Large cap companies, the directors are white men, so there's more white men on the top 100. Then there are at us large caps on which which suggests something that we see quite often, which is that you can have women on the board but they're not, they're not put in leadership roles nearly often enough. Like it. Which eventually excludes them from being on multiple boards or having long tenured roles and also diminishes their their influencer percentages? But the hot, the group is a highly networked Bunch like they're in fact, um, when I look at the the Merit metrics that we have, right? Um fifth only half of them have core industry, knowledge on the boards where they sit, oh 82% of them though were a CEO, a chair or a lead in the picture, right? Yeah. 72% of them are highly networked to the boards. I was gonna say, it sounds like we're celebrating the Brotherhood of directors of corporate directors, that's what this is. Ultimately what I got out of it, only 44% overall had paper Merit, according to our data, which means more than half of them do not have Merit on paper, their backgrounds are mostly in manufacturing and finance. 504%, come from like have a machine a Machinery or mechanical skills. Right to our data. Yeah. And 39 percent of Finance background economics and finance but I wonder what about the thing about manufacturing. Yeah, out of the top 100 only two directors in our knowledge, database had engineering and Technology as really one of their core skills. Oh, I don't know, like, like a special given the rise of, you know, technology and AI only two of the top 250 directors have that as like something in their background that we can point to and say where it came from. I mean, if you think of the S&P 500 in general and how much of the market cap is allotted, to those type of companies, you'd think that there would be much more power At the directorships at those companies, right? That's the most sought-out kind of directors, right? Like you know like technology firms AI background noises that's bizarre. Yeah. But more than anything, the biggest number that stood out was out of 100 directors here that I looked at, I did not. Look at the full 250 Alex at the top 100 The 100 had 3,828 connection Loops back to their own boards. Oh wow, on average, 40 Loops per person. In fact the vast majority of those Loops went through just two firms and they're not companies. It is the partnership for New York City and the Business Roundtable that is the breeding ground. So these are people who sit on nonprofit or trade groups. So it sounds like these are not necessarily the most influential or effective corporations. These are just the sort of the most connected maybe maybe that's how the list should read the most. It's more like the most professional direct professional like right? Like these are special. You see when you open up a book of directors, you'll see these rights right except for Ed Phillips, who I don't even know what would make my top 300. Yeah. Right it's a little odd that one, but you do have the opportunity this week in particular there are a lot of big votes coming up this week right? You know, meta comes at me chevron's up this week, exons up this week. There are actually a number of these directors that you can vote on this week. And this is this is from crazy from this top. 200 from this top, I love 250 less the top. 100 is what I look sure. So at Exxon, you have jehu Lee who's coming up at Lowe's? You have Marvin Ellison, Marvin Ellison, you know, a long time. Highly influential, he's on every board. I feel he's on lots of boards and he's the CEO of Lowe's Merck. Two directors nice at Merck. Tom glosser and Pamela Craig. And this is where it gets crazy. This is this. Profile. This 200 252 directors came out on Monday or Tuesday, right? And these votes were set up months ago, but now you have Chevron where four directors in, just the top 100 sit on. Well, the Chevron board that's where the I find the list. Kind of a head scratcher in general, right? Is that so you're saying they're saying that. Chevron has four influential of the top, 100 almost effective and influential, directors, sit on Chevron, you get a wonderful from their perspective. Does that make for a difficult boardroom? If you have four loud, influential voices. So imagine it the other way. Wouldn't you say that like, this is one of the most effective boards ever? But, suppose, would anybody pick? Chevron is one of the most effective boards in the United States know. And I'm not even I'm burying the lead right now because all states. Yes, has six directors from the top. 100 up for vote this week. So I'll state must be one of the best companies in the world it on earth, right? I mean, like, like that's the majority of more than Apple more than anything. So, eat one of two things are happening, either all state has one of the greatest boards or The way the list is constructed is so biased, towards a particular type of company director, All State really is just a really super connected insular board. That's it. 6% of the top 100. Yeah, that's crazy. Yeah. And I wanted to give you like a few targets out of the top 100 to vote out, all right? Because because the top 100 does not, it may purport to be like effective and influential directors, but it does not actually say that is serving shareholders. Yeah, I was gonna say, right? So the ones I targeted. Here are Donald Brown, Andrea, Redman, and Kermit Crawford are all on the Allstate board. Wow. All three and they all failed to deliver even 400 in TSR across multiple boards. And multiple years. That's a pretty bad batting average there. Yeah, they're below average in giving you a shareholder return and they're all three on this board. I think you've got more than enough effective and influential directors, you could vote out half of them and not even blink. Sure. Deborah Reed. Clashes claude's. Okay, I don't know how to say her last name. So Paul apologies. Deborah she is the most connected to her board. 42% of the Chevron board has a connection somehow to Deborah And Wanda Austin. Also on the Chevron board has the most powerful network of people. She's on a lot of different boards. These are two people that if you voted them off Chevron, you might actually stop with some of the insular Behavior at these boards and you can start putting more Independence on the boards. Yeah, I was gonna say here is one one thing that this list seems to be celebrating. The, I don't think, you know, I don't know, anyone should be celebrating. This is that what we found with a lot of directors who are women or people of color is that they are over boarded. Meaning that back when there was a push to add people of color and women to boards, they the corporate world kind of fixated on a small handful of them even though the data would suggest as a lot more qualified people out there and then they they run them onto multiple boards. Like one to Austin. For example, is on Amgen, she's on Apple, she's on Chevron Deborah. You also put out Deborah Reed Clay's. She's a Lockheed Martin, she's on caterpillar, she's on Chevron, I mean, you know, this is you're seeing this overboard pattern which most of the governance world is against. And yet this list seems to be celebrating that, right? And not only is it does it seem like it celebrated it, it actually is utterly ignoring the, the fact that the implications of this are you have a board full of people that all know each other, right? Like that's the inevitable end State. The last one, I want to point out for a vote out. And if there's any strong vote out this week on, like, you know, the major, you know, 10 billion plus companies, coming up for a vote. This week would be wholly at Exxon Huli Huli came from State Street. He's ranked number 79 on the top 100. Holy Joe hooley, he's one of the people who sued or June a capital, their, their shareholders sewers. Yeah, and he ran State Street a shareholder. If there's anybody who's sort of more hypocritical about their position, about what a shareholder, right? Should be State, Street is one of the biggest voters and he was okay, suing a shareholder. I think that's an easy vote out that clearly did not factor in the, to the most 250 affective directors that he also was one of the lowest controversies batting averages I've ever really seen for a director. It's like, yeah, Point basically, zero zero six, or whatever. It's just super low. Yeah. And I wanted to do a quick addendum here, since, I'm talking about Exxon go ahead. Exxon. This is the first time in what. 25 years. There's no shareholder proposals and this is the trend this proxy season, right? Companies with no Sherlock proposals. It's a massive chill. In fact, you know, all the people that would have put in Sherrill, the proposals are now worried that exxon's gonna sue them Exxon 1, they won the battle because they got our Junior to say, we'll never put in a shareholder proposal again, which is unbelievable cowering. But I, I get it. Like, you can't fight the legal department at Exxon, they have more money than you, but to say, you'd never do it again that you that's your shareholder, right? You didn't do anything wrong. You did something that you have a legal right to do and you still coward and gave up. And now all of the like the the normal proponents are avoiding Exxon like the plague and the result is you have nothing to vote on except directors. So my suggestion is yeah, vote on the directors course. This is The moment you don't like feeling the chill of Exxon and thinking that it's okay for them to sue a shareholder of any kind. It doesn't matter if you agree with the Charlotte proposal and not the point of The Proposal is you can vote against the proposal of course, but the directors okayed a vote against their own shareholder, right? Like assuming their own shareholder, despite the fact that there are channels to deal with that at the SEC, they did not like the outcome. They decided to actually take it to courts and circumvent fighting it through the SEC, the normal way. Yeah and you know and again again against two entities that basically well, not basically definitely did not have a legal team or the or the resources for a protracted fight against Exxon. I mean the whole thing is a farce. So so I already mentioned who is an easy vote like song, Two others, right? Jeff oven. He's from value act. He was put he was actually added to the board after the engine. Number one Victory. As part of the dilution of engine number one directors, He has been called in ESG proponent. When he was added to the board, he was called an ESG proponent. And on all the boards he's been on in our database, he bats 371 on carbon. He's the worst performer on Carbon on this board. He bets 250 on TSR and 301 on earnings. He's the worst overall in the sport. He's been there since 2001. He's at four years, it's not getting better. In fact, Exxon is reversing course on its carbon targets, their rolling things back, they're making efforts to to basically do Nothing. If to the extent they can he's arguably the first carbon, no vote that you could take. If you're Arjuna Capital, you still own those shares. If you're as you sow, you still own those shares. If you're one of the proponents that owns shares that would have voted for a carbon, you know, proposal make this a no vote against a director. This is your opportunity to vote, no one to direct her. You don't have to engage. You look strictly at the data and say who's the worst carbon performer on this board, and it happens to be Jeff hubbin. That's carbon intensity performance, right? And the second one or the third one really is Larry Kellner. If you don't know Larry, kellner's name, he's Larry, Kellner of Boeing Fame. He underperforms everywhere. He doesn't matter what you've been on. I don't know how he is. A continuing director at so many places, but for the first time ever, I actually did a study on honor of the United States losing, its Triple-A credit status, credit rating status. I did a study of all directors who've sat on corporate boards where the credit rating was downgraded during their tenure. And I'd looked at this in the last seven to ten years. And Larry Kelner is one of the worst. The worst was there were directors. This happened more than 30 times 2 in their careers. Larry Kellner, saw credit ratings at every board, he sat on dropped 26 times in his tenure. 26 times in seven years, he saw a credit rating from S&P drop. If you need another reason to vote out Larry, Kellner, I don't know what it is. Like the credit rating agencies are not biased towards anything except debt and financials and this is a person who sits on boards where continually credit ratings drop. That's like Pure Performance metrics, I think it's time. So those are my that's my take on the top two, 50 Wall, Street Journal and little addendum on Exxon. If anyone, from The Wall Street Journal is listening or maybe, you know, some of the Wall Street Journal, who let them know about this show please, and reach out to us. We'd love to have you on and talk about this list. We're saying that good for somebody at the Wall Street Journal saying, we like, let's explore directors. These people actually matter. I mean, I don't have to agree with the methodology. Like there are points in it that work, good. And then I don't have to agree overall. It's great to actually have Something for as a starting point for any listener who is listening to this who thinks that we are a bit caustic, a bit negative at times a bit cynical that you're missing. Kind of one of the bigger points of the company, which is that we wanted to start a company that borrowed from Sports media which is, yeah, let's just talk about this. Let's talk about these people, let's talk about directors, let's talk about CEOs. We have our own methodology. We have our own quantitative data. We're not suggesting. It is the only way of looking at things. But let's just talk about these issues because we think they're important, we think that investors consumers need to know who is making decisions on these boards. So this is so to your point map, this is not to say that the Wall Street Journal has bungled their list. We actually love the list, we love talking about it, I love it, arguing about it. So yeah, you're missing the point. If we think we're saying the list sucks. That's not what we're saying. No no I would like to say the list sucks because Everything sucks. Yeah, Smith way. But I'm not gonna I'm not going to. Yeah. All right. Well, that's anything else matters. That was funny. That was more than enough, more than enough. That's the proxy countdown for the week of May 19th 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. And Wayward Band-Aids maybe from some of the top 100 directors. Nostrand. Yeah. They get caught a lot. Yeah.