Show Notes
PROXY COUNTDOWN SCRIPT <THEME MUSIC> This is Proxy Countdown. Welcome to the big show for the week of April 21, 2025 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown: Two new sycophants join Mark Zuckerberg’s expanding board of cronies A whacky 8-k filing fight at a weed company A proxy fight at Harley Davidson hides the good stuff in a redacted resignation letter Much ado about nothing at large cap annual meeting votes And on The Big Vote, Matt gives an early summary of the 2025 proxy season. <TRADE WIRE BUMPER> Trade Wire - BUY/SELL Top Stories: Meta Platforms now has 15 directors: one dictator and 14 listeners. The new directors are Stripe CEO Patrick Collison and Dina Powell McCormick, the former Deputy National Security Advisor to Donald Trump during his first term. Dina is married to Republican Senator Dave McCormick, the former CEO of Bridgewater Associates, one of the world's largest hedge funds. CEO Gavin D.K. Hattersley is stepping down at Molson Coors Beverage Company . The other Named Executive Officers will receive over $6M in retention equity awards NOT to quit, CFO Tracey Joubert will get $4M. Raghib Hussain, President, Products and Technologies of Marvell Technology , is stepping down. But don’t worry: “Marvell has a thoughtful succession planning process and deep bench of talent [and] has activated a plan to ensure Mr. Hussain’s responsibilities are seamlessly transitioned on or before his departure date.” You have until May 2nd, Marvell, get busy. In three moves that don’t really change the dynamic in their respective boardrooms: Joseph Creed is the new CEO at Caterpillar but former CEO Jim Umpleby will stay on as Executive Chair Netflix founder Reed Hastings will transition from Executive Chair to non-executive Chair And at Warner Bros. Discovery , John Malone will transition as a director to Chair Emeritus, meaning he will continue to regularly attend Board meetings and will not vote on Board matters but will tell other directors how to vote with a mean stare. The majority shareholder of the THC Therapeutics voted to remove Founder, CEO, and Chair Brandon Romanek from the Board of Directors. Further, on that same day, the remaining Board of Directors removed Mr. Romanek from any and all positions held at the Company. According to a subsequent filing, the Company requested that Brandon write a letter stating whether or not he agreed with the filing of the termination. Brandon’s response: Hi Scott [Scott Cox, the new CEO] Here is my response. Amend the 8-K “My termination is invalid as you did not follow proper procedure according to THC Therapeutics bylaws” Brandon Romanek <PROXY CAGE MATCH BUMPER> PROXY CAGE MATCH Harley-Davidson is fighting a proxy battle initiated by H Partners, its second-largest shareholder, which holds a 9.1% stake in the company. The investment firm “believe[s] CEO and Chairman Jochen Zeitz (2007, 30%), Lead Director Norman Thomas Linebarger (2008, 13%), and long-tenured director Sara Levinson (1996, 20%) “should be held accountable for the destruction of shareholder value." While Zeitz is already making plans to step down, H Partners wants him to go immediately while Zeitz hopes to remain until a successor is in place. The battle began in early April when Jared Dourdeville, a representative from H Partners, resigned from Harley's board, expressing "grave concerns" about the company's direction and leadership. He criticized the board for failing to address declining sales and cultural issues within the company, saying among other things that Harley had “cultural depletion” because of its work-from-home policies. Dourdeville also vaguely referenced Robbie Starbuck’s anti-woke campaign against the company, referring to the company’s response to this incident as “grossly mismanaged.” But since the bulk of his opinion was redacted we can only assume he was upset that Harley-Davidson dropped its DEI policies in response to a hateful moron. But even that we’re not entirely convinced of. While H Partners is not nominating its own slate of contending directors, instead opting for a withhold the vote campaign to oust its 3 targeted directors, there has been a bit of confusion about Harley’s bylaws which have been described in articles covering the battle as “stipulat[ing] that directors who win less than 50% of votes in an election must tender their resignations.” But this is not the whole story: in fact, while the directors must initially tender their resignations, “the reviewing Directors shall accept a tendered resignation unless they determine that there is a compelling reason or reasons to not accept the resignation.” In this case, the directors would only be removed if they “fail to be re-elected at the next election of Directors” at which point their tendered resignation can not be rejected by the remaining directors. Warner Bros. Discovery is expanding its board following pressure from activist shareholder Sessa Capital by adding Anton Levy, who recently stepped down as co-president of private-equity firm General Atlantic. Parkland Corporation and its biggest shareholder, 20% holder Simpson Oil Ltd, have each proposed competing board slates as their dispute heats up ahead of the company’s annual meeting next month. Parkland ‘s long-serving CEO Bob Espey says he will step down in a bid to resolve the cage match. Phillips 66 is telling shareholders that activist investor Elliott Investment Management, which wants to break up Phillips and is nominating four of its own directors to the Phillips 66 board , has a conflict of interest because Elliott is also pursuing an acquisition of Citgo, a direct competitor of Phillips 66. Hewlett Packard Enterprise ’s board is expected to meet in coming days to discuss whether to replace CEO Antonio Neri, a Hewlett Packard lifer who has run the company since 2018, following a proposal from activist investor Elliott Management to get rid of Neri. <VOTE RESULTS BUMPER> VOTE RESULTS TABLE Here are the highlights from annual meetings (25) over the past 3 weeks: The Mehs: M&T Bank Corporation : meh Moody’s Corporation : meh EQT Corporation : meh Dow Inc. : meh Humana : meh The Cooper Companies : meh Owens Corning : meh Schlumberger Limited : meh Bank of New York Mellon Corp : meh Centerpoint Energy : meh Carnival : meh Fifth Third Bancorp : meh Huntington Bancshares : meh Whirlpool : meh The Sherwin-Williams Company : meh The John Cheveddens Concentrix : SHP to give shareholders the ability to call for a special shareholder meeting; John Chevedden; 39% YES Hewlett Packard Enterprise : SHP: "Transparency in Lobbying" John Chevedden: 22% YES Lennar Corporation : SHP1: Independent Board Chairman; John Chevedden; 21% YES Regions Financial Corporation : SHP John Chevedden Simple Majority Vote; no board recommendation; 93% YES Synopsys : SHP; John Chevedden; Shareholder Ratification of Golden Parachutes; 38% YES Texas Instruments : SHP to permit a combined 10% of stockholders to call a special meeting; John Chevedden; 43% YES Director votes that barely matter, other than to me A. O. Corporation : Michael M. Larsen (1 of 3 common stock directors/6 Class A directors) 60% NO: AC chair “Directors are elected by a plurality of the votes cast. This means that the nominees who receive the greatest number of votes cast are elected as directors” Lennar Corporation : Jeffrey Sonnenfeld 24% NO Nominating Chair; served for 20 years SHP1: Independent Board Chairman; John Chevedden; 21% YES co-CEO; one of whom is Exec Chair; LD served since 2015, replacing LD who served since 1997: this is sham governance The normal investor disconnect: Carrier Global Corporation : 15% NO on pay; 4% NO Compensation Committee chair The normal investor apathy: HP : Average director YES over 99%, despite lackluster stock performance <THE BIG VOTE BUMPER> THE BIG VOTE PICKS MATT Why you should track individuals, not just companies: Michael Angelakis Roles: Currently on boards of Bowlero, Clarivate, Exxon, and TriNet On private boards of Arcis Golf, Orogen, V Sports Is the CEO/Chair of Atairos, and “investment partner” (holding company) No joke, here are the other tenants at the address: Sandi King Personal Trainer Synergy Sports Massage PJ Mac Pest Control Company “partners” include Arcis Golf, Clarivate, Orogen, Trinet - all places he is on the board Advisor to Executive Committee at Comcast, where he was CFO Worked in PE/VC in Media, was CEO of State Cable TV Corp Longtime media investor Data: Highest influence at Trinet (56%), otherwise in the 8% range Committee heavy driver of influence On 7 boards in our database, 4 current 7 year career batting: .391 TSR, .470 EBITDA, .680 controversies, .804 carbon Core knowledge: Administration, Econ, Math Sits on board of HR, Industrial research, energy, and a bowling alley 548 loops where he’s involved - that’s a LOT, hugely connected 31% of his loops include Ursula Burns, a member of Exxon board 138 are Ken Chenault 124 are Ronald Williams Company loops: AmEx at 559!! Appearances in loops, Partnership for New York at 80, J&J, IBM, Exxon, Boeing, Xerox… all massive blue chip mature US insular companies Problems: Part of the Exxon board that sued a shareholder for a shareholder proposal they didn’t like Exxon mired in longstanding controversies Part of Bowlero board under investigation in class action for age discrimination Blatantly fired workers as soon as they hit fifties/sixties and replace with younger Arcis Golf facing class action for data breach of 10,000 employees Investor class action at Clarivate settled Comcast mired in controversies during his tenure, largely customer service issues Just appointed to the board of American Express NOT INDEPENDENT His biggest connector point is AmEx Added immediately to audit, nom committees - will be adding friends? NO ADDITIONALITY Joins a board with duplicative experience Multiple CFOs/finance backgrounds, more tech with others, even has Ted Leonsis on the board who did media/sports Most of the board MORE qualified than he is on paper - come from bigger companies in high profile roles ONGOING GOVERNANCE ISSUES NOT A CORE STRENGTH American Express to pay $230 million over 'deceitful marketing campaign' LOW PERFORMANCE His performance from other boards would make him second lowest for TSR on AmEx, middle of the pack on others ASK WHY, ASSHOLE Use Jeff Skilling’s incredibly famous gaffe as a baseline question - ask why is he here? What does he add? What do you get? VOTE NO on performance grounds - and follow appointments DAMION April 29 IBM $217B Anti-woke SHP Requesting a Report on Hiring/Recruitment Discrimination; The Heritage Foundation; including this soulless and unchristian quote: “A recent Gallup poll found that only 38% of Americans want businesses to take a stance on current events.” These assholes should be ashamed of themselves CEO Pay Ratio 518:1 CEO/Chair Arvind Krishna 3 of 13 women with no leadership; this board can bite me Stopped DEI a few weeks ago: Employees were told of the changes earlier this week, in a memo that cited “inherent tensions in practicing inclusion.” Discussed changes with a-hole Robbie Starbuck American Express $169B SHP Revisit DEI Goals in Executive Pay Incentives; National Legal and Policy Center SHP Respect Civil Liberties in Advertising Services; Bowyer Research CEO/Chair Stephen J. Squeri 615:1 Pay Ratio Chair of the Compensation Committee is Lynn Pike: “Ms. Pike brings extensive payments and financial industry experience to our Board and has served as the Chair of the Board of American Express National Bank, our U.S. banking subsidiary, since 2019, including as co-Chair with Mr. Squeri from 2021 to 2022. Ms. Pike joined the board of American Express National Bank in 2013 and is a member of American Express National Bank’s Audit Committee and Risk and Compliance Committee.” Citigroup $117B CEO Jane Fraser Pay Ratio 444:1 Anti-woke SHP attacking pro-climate policies from National Center for Public Policy Research Woke SHP from the Sisters on Indigenous Peoples’ rights Wells Fargo $208B Charles Scharf CEO pay Ratio 378:1 Ron Sargen Pay Committee Chair: former CEO at Staples/current interim CEO Kroger -20% gender influence gap; no key board leadership positions 4 woke SHPs April 30 Trump Media $5B MGMT Proposal: Reincorporation from the State of Delaware to the State of Florida Coca-Cola $311B CEO/Chair James Quincey Pay Ratio 1980:1; just get rid of the whole board SHP Regarding Creation of an Improper Influence Board Committee; National Center for Public Policy Research Shareholders request that the Board of Directors create a board-level Improper Influence Committee to assess the extent to which the Company’s decision-making has been improperly influenced, contrary to best practices, by the non-pecuniary policy preferences of directors, executives, or money managers with their own custodial obligations. The Company should issue a public report on the committee’s findings by the end of 2025. “the Company remains committed to DEI despite the fact that recent events have made clear that corporate DEI programs are so anti-American in their neo-racist and neo-Marxist attempts to distribute benefits and impose costs on employees and others on the basis of race that all it takes is for one man with a large following to simply expose a corporation’s DEI program to the public for that company to lose tens of billions of dollars in market cap when its customers boycott in revulsion” SHP Regarding DEI Goals in Executive Pay; National Legal and Policy Center SHP Regarding a Report on Civil Liberties in Advertising Services; Bowyer Research May 1 Boston Scientific $138B CEO/Chair Michael F. Mahoney Pay Ratio 369 to 1 Edward J. Ludwig LD since 2016 (director since 2014); CEO also chair since 2016 -15% gender influence gap (47% for top 2) DAMION: That’s the Proxy Countdown for the week of April 21, 2025. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder shenanigans, dopey directors, and scandalous CEO pay ratios <OUTRO THEME>
Transcript
This is proxy countdown. Welcome to the Big Show for the week of April 21st, 2025 alongside my tag team partner. Matt muscari. I'm Damien rawlas on today's countdown. Two new sycophants join, Mark, Zuckerberg's expanding Board of cronies a wacky 8K, filing fight at a weed company. Proxy cage match at Harley Davidson hides, the good stuff in a redacted resignation letter. Much do about nothing at large cap, annual meeting vote and on the big boat. What are you doing today? Matt. Are you giving an early summer of the 2025 proxy season already? Have you pivoted late in the game? I pivoted cheese is a pivot. Let's talk start with our top stories. Meta platforms. Now has 15 directors. To be clear, that's one dictator in 14 listeners. The new, the two new directors are Stripes, CEO, Patrick Collison and Dina Powell McCormick. The former deputy National Security adviser to Donald Trump during his first term. Dina is also married to a Republican senator Dave, McCormick, who is the former CEO of Bridgewater Associates, one of the world's largest hedge funds. Yo Gavin hattersley is stepping down at Molson Coors Beverage Company. The other name executive offers officers will receive over 6 million dollars in retention Equity Awards, just not to quit. CFO. Tracy jubair will get four million dollars again just to stay around. Regime Hussein. President products and Technologies of Marvell technology is stepping down. But don't worry, I really enjoyed this one. Here's the quote from Marvel. Marvel has a thoughtful succession planning process in deep bench of talent and has activated a plan to ensure Mr. Hussain Hussein's responsibilities are seamlessly transitioned honor before his departure date. His departure date is May 2nd. So get busy Marvel. I want they couldn't announce. Now, what actually was I want seamless. In three moves that don't really change. The dynamic and their respective. Boardrooms Joseph Creed is the new CEO at caterpillar but former CEO. Jim umpleby will stay on as executive chair. Netflix founder, Reed Hastings will transition from executive chair to non-executive chair. Thank God for the press release on that one. And it Warner Brothers Discovery, John Malone will transition as a director. To chair Emeritus. Meaning he will continue to regularly. Attend board meeting and will not vote on board matters, but will tell other directors how to vote with a very mean stare. Is a, he's got a terrifying stare. And finally, this is a interesting one. Never seen anything like this. This is, this is from the filing. This is how they call it. They say the majority shareholder of the THC, Therapeutics the company THC, Therapeutics voted to remove founder CEO and chair. Brandon Romanek. From the board. Further on that same day, the remaining board of directors removed Mr. Romanek from any and all positions held the companies, he's completely got rid of them then according to a subsequent filing, The company requested that Brandon, write a letter stating whether or not he agreed with the filing of the termination, which I'm already surprised about and here is Brandon's actual response. It's in the filing is he says, hi Scott Cox. That's a new CEO says. Hi Scott. Here is my response. Amend the 8K. Because my termination is invalid. As you did not follow proper procedure. According to THC, Therapeutics bylaws, Brandon Romanek. Wow sings. What the hell? What the hell is happening? Only a weed company, right? Would be this weird. I I Okay, so I guess he's saying, he's not really fired. Is he gonna show up on Monday? You think? Well, what I know is he's he is the only leadership our team on the THC Therapeutics website, currently. Well. Yeah, because Scott Cox probably doesn't know how to use a website editor probably because he's so high. That's if I I've never, I've never come across anything like that. I enjoyed that one. Let's move over to our proxy cage matches. Here's the big one. You could take a break, take off your you can you can, you can relax for this one. Matt. I got a lot to say, take a nap. Yeah. Harley-Davidson is fighting a proxy battle initiated by H Partners. HP Partners is the second largest shareholder which holds 9% of the company. The investment, firm. Believes that CEO and chair, yolk and zeits. Lead director Norman, Thomas Lynn Barger and long tenure director. Sarah 117. Should be held accountable for the destruction. Of shareholder value. Those are their words. Well sites is already making plans to step down. Each partner's wants him to go immediately. Well zeit's hopes to remain until his successors in place. And this is when the battle actually began. This is when you are off, Matt and early April. Although I think you've seen this when Jared door DeVille director at the time, Who was a representative from hardtner, resigned from Harley's board, pretty loudly. Expressing grave concerns in a letter. He wrote to the board about the company's Direction and Leadership. He criticized the board for failing to address declining sales and cultural issues within the company. It's a loaded word. Culturally, is it sure is? Yeah. Saying among other things that Harley had cultural depletion. Those are his words because of its work from home policies. He also Dirt Devil also, vaguely. Referenced, Robbie Starbucks anti-wolf campaign against the company. Referring to the company's response to this incident as grossly mismanaged. Now I say he vaguely referenced it because their that section in the letter is mostly redacted. Like I've never seen this in a letter of resignation it's blacked out like it's from a mission impossible movie or I don't know what it's from. It's completely blacked out. So the story is that the idiot civil journalist, whatever he calls himself. Robbie Starbucks complained to Harley Davidson about his DUI policies. Didn't hardly Davidson, of course, somehow it listened to this moron and dropped. It's, it's d e, i policies. So, my guess is that door DeVille is angry at Harley Davidson for dropping his Dei polls policies and response to this, but I don't even know because it's largely redacted. So your guess is good as mine, but it's just strange. Now, here's the other part of this. We're just a little bit unusual. Each Partners is now actually, it's not nominating, its own slate of contending directors. Instead, it's opting for a withhold, the vote campaign to oust those three Target directors, which makes me wonder why door DeVille had to leave. Why not? Just stay on the board and there's been a lot of confusion even around this, and I don't know where this started, but according to the reporting and maybe each partner has this wrong, but according to the reporting Harley's, bylaws have been described as as essentially saying that the directors who win less than 50% of the votes must tender the resignation, right? So that's why they're having a withhold, a vote campaign, thinking that if these directors get less than 50%, they have to leave. But that's actually not the case. The real story is that, yes, the directors will have to Tender their resignations but the remaining director's, then can refuse to have them resigned. They Don't have to, they don't zombies, right? So I don't know if age Partners knows this or not, they must know this, but this is kind of a weird ineffective campaign. I mean maybe maybe they'll do the right thing and resign if they actually get less. Maybe the remaining board member will honor those resonation but they don't have to. Because the rest of the board now is saying that they're pissed at age partners because they're screwing up the CEO succession. So I don't know everyone's mad. At Harley-Davidson, we have some of the story, although, some of it's been redacted. I don't know where you fall on any of this, man, I don't know if you've been, if you looked at any of this, I think that the short version of this is there a short version because I ruined that possibility. Well, the short version in my mind is, if you cave to Robbie Starbucks, chaos ensues, we just saw this idea, okay? I like that, we just saw deer caved and this year's proxy season. They got multiple Cheryl the proposals from anti-woke investors. They're getting more pressure from the Robbie Starbucks side of, you know, the sort of Dei stupidity there actually, they didn't make their lives easier because they're getting now. More pressure from both sides. We are seeing this happen with Target. Target, just brought in Al Sharpton after calving to Robbie Starbucks in the Robbie Starbucks, you know, zealots. And now we're seeing it at Harley, which is effectively what was grossly mismanaged was listening to. Civilian journalist troll on the internet as a source of, you know, like your company, strategic plan, you you shouldn't do that. No one does that. So what we're really seeing is as soon as they cave now they're just getting pressure from all sides and if you don't like the results of this, don't listen to internet trolls. I talk to your shareholders first. Yeah important Harley we're the customer base is largely older white dude. So it wouldn't be a surprise. That Harley would be looking to reach out to other new customer bases. Right. So you're right. And I think that one thing we know is that investors on both sides of the political aisle, don't like when you're bored is so wishy-washy and your executives are so wishy-washy that they just change your minds because someone was elected somewhere. That's not what you're there for it. So, and, and to your point and to my point I made earlier to respond to A person who's not even a journalist not even in the legal profession is extra like dumb. It has no stake in the company, right? Like someone who has no stake in the company, just has some followers. No legal expertise nothing. So it is strange. But I would love to look. I would love to read the redacted Parts if you hold them up to the light just, right? Or if you sprinkle lemon juice on and salt, that's what I heard. Yeah, Warner Brothers. Discovery is expanding its board following pressure from activist shareholder, cessa Capital by adding Anton Levy. Parkland Corporation. And its biggest shareholder Simpson Oil limited have they they're putting up competing board slates. So that that's a fun park city cage, match going over over a Parkland. In fact, CEO, Bob SB has already, he's already been a sacrificial lamb in this fight. He's stepping down. Hoping to kind of a piece. The Simpson Oil limited people. Phillips 66 is telling shareholders that activists investor Elliott Investment Management which wants to break up Philips and is nominating four of its own directors to the Phillips 66 board. They're they're telling shareholders that they're they have a conflict of interest because Elliott is also pursuing an acquisition of Citgo, which is a direct competitor of Phillips 66. I don't really know what's going on there. And finally, at Hewlett Packard Enterprise, their board is expected to meet and coming days to discuss whether to replace CEO Antonio, Neri, because of a proposal from activist investor Elliott management once again. So again, to sum up I said a lot here. Matt once again, regular investors seem to be an effective, they don't show up to board meetings that I mean, to annual meetings, they don't vote that don't have a actual point of view, but once an activist investor gets involved, even if they're Shares are as low as like, you know, less than 1%, then the companies kind of every, you know, they they listen they get to attention we're seeing this pattern over and over and over the last few years. Well, you know, frankly if that's what it takes, then maybe activists needs to start targeting more and more companies, I covered on the shareholder. Primacy podcast with Mike Levin this week, the activists are effectively the theme of 2025. That's that there's a rise in activism. Activists are getting more and more attention and they're winning. They're actually winning more than they have in the past. And if that's what it takes to get someone to do their due diligence, then I guess that's what it takes. I mean, that we have CEO stepping down even before the annual meeting, that's how much they're winning. And when you listen to my next section you this actually proves your point that nothing is going on. Except for the activist investor campaigns. I looked at 25 large cap company meetings over the past. Few weeks. Uh, the first 15 including, you know, big ones like whirlpool and DOW and the Cooper companies, a bunch of big companies. Nothing really? I I couldn't find anything the report on it. It's just investors are just completely brain-dead there not just nothing going on. The second section of companies, I'm going to just call because really there's not, anything going on at any of these 25 meetings, man, I'm just trying to make a story out of it. The second group of companies, I'm going to call the John Chevettes. So there's six companies where John chevin had a sheriff's proposal up for vote. He didn't actually, I won one of them, he won a simple, majority vote at Regions Financial Corporation, and the only reason why he won that vote is because the board actually did not make a recommendation. So that's not even count if they're not even. Yeah. Recommendation, everything else, you know, things like independent board, chair transports, transparency, and lobbying. What we're seeing is that basically if John in the name is on it, you're getting a pretty good reaction from investors between. It looks like between 20 and 40% getting a strong. Yes, like a Texas Instruments. He had one to permit, 10% of stockholders to call special meeting that got 43%. Yes, so I don't know if that's how shareholder voting is going now for Get the proponent because that's the pattern I'm seeing. Because on the other hand, any of the anti-walk matters up for vote. And yes, the anti-work proposals are stupid and hateful to begin with. So I can see why investors are saying no to them. But but really again, they're usually attached to a certain proponent and they're just getting like 1% of the vote automatically, it just seems such, just the way it's working. I do think the only exceptions to that is when they wrote a well-written AI proposal at Apple, it got 9% so much evident numbers though. It's not, it's not Chev in numbers, it's but someone read something that is the point there. So the only two director votes that are worth pointing out again at 25 large cap board meetings, they must have voted on a boat roughly like, 300 directors. I'm going to guess was there two stories at AO Corporation? I think it's AO Smith, but they call Ayo Corporation. Michael Larson he was one of the commons doctor's up for a vote. He got 60% no against his reelection which is a strong rebuke but Directors are elected by a plural plurality of the votes cast, which means all he needed, was one vote to get reelected and he got more than one, he got a vote. So I don't understand how that's allowed, that's a psychotic rule. It's agreed. And the other one that only I'm gonna be interested in is just one that made me laugh because one of my, one of the guys who tweaks me in the governance world, is this guy. From the Yale School of Management called Jeffrey sonnenfeld. He sits on the board of Lennar Corporation. He's been there for 20 years, he's the nominating chair. He is part of a horrible leadership structure at Lennar Corporation where they have not one CEO map. They have cos one of whom is executive chair. They have a lead independent director who's been there for at least a decade. In fact, just this year that lead, independent director replaced, a guy who would been there since 1997, that's how on Independent that guy was its sham governance. I don't know how Jeffrey, sonnenfeld. I don't know how he puts out these diatribes, telling other companies how to have good corporate governance, where he sits on the sport with with shoddy corporate governance. But why do I bring this up? Because he actually had one of the most significant votes again, at any of the companies. I looked at 24% of Cheryl said, no, I don't actually Really know why? But it just made me laugh. I don't know. Yeah, you know, it. There's only one other Direct on this board that got nearly as many votes against. And that is the comedy of it being that sonnenfeld is a professor in management, right? Like yeah, which is executive management. It was the co-ceo of Lennar who got the other, the second highest votes against the Ocio. And here's where I bring it up is because this is the guy Jeffrey, son of who likes to school other investors for their campaigns against companies and he was that he happens to like usually CEOs who have attended his conferences in the past. And he has these really like shouty loud Scully arguments that he puts that he, you know, he puts in like places like Fortune Magazine, where he basically calls them dumbasses for not understanding the governance. I thought these companies so it's just made me laugh. Finally. I had the normal one company carrier Global has that normal investor just connect. I call it where there's a high vote against pay 15%, but only 4% against the compensation committee chair. We sing that all the time. I don't get that one and then at HP, this one really gets me, Matt. Where the average director vote was over 99%, the average, wow, average, despite the fact that if you do a little bit of quick work into the total shareholder return, you look at their stock price. It's sucks, it's lackluster, it's it's terrible. It's disappointing. I, yeah, I just don't understand that this connect here. I, I pointed out many times that at small caps and even some mid-cap companies, if the, even if the stock price is struggling, they're gonna come after you. But at these old, these old Fortune 500 companies, that they're not even paying attention, they don't even think about in 1999, they had a hot year. Okay, so maybe that's for the 99 comes from. I just don't really understand. I SS class Lewis. Like, what do you even what's even happening? Like are is everyone asleep at the wheel? I don't, I don't know. Anyway, that's that's my reporting from the 25th of the last few weeks. Now, let's move over to the big vote. I don't I don't know where the I'll just let you take it away. Matt, I don't know what you're covering here, go. All right, here's what I got for you because there was a news, headline in the last two weeks that actually struck me. And it's the reason why you should track individuals not just companies because what we like to do is we like to look at the companies and their boards. We like to, look at the people on the boards, we look at them as a team, but we don't often follow people from a company to another company, right? Like track the individual. So I'm going to try this one person. His name is Michael angelakis, he actually is on the boards of Bolero clarivate Exxon, and try net already done four boards. Currently? Okay, made up companies other than the next song, okay? Those are the public boards. He's on, he's on the private Boards of arcus golf or a gun or a Jen and V Sport's. He's the CEO and chair of his own company. A taro's there's a busy too which is effectively holding company where he's an investment partner, no joke. The That are tenants at the address of our terrorists include Sandy King, personal trainer, Synergy sports massage and PJ masks Pest Control. Oh God. Okay, so this is like it's a little building in Bryn, Mawr, Pennsylvania. The companies that he partners with through a tarros include Arcus golf, clarivate origin and TriNet all places. He's on the board. So what appears to be happening is they have a strategic relationship or an investment in these companies, and he joins the board, it's very holding company at ish, He used to be at Comcast where he was the CFO. He currently is an advisor. This is another role he currently has advisor to the executive committee of Comcast now. Wow, I gotta say hats off for being attached to maybe two of the most hated American companies in the last two or three decades, Comcast and Exxon, that's pretty impressive. His background is actually in a PE and VC in media companies. He did a lot of venture capital around media. He was the CEO of State cable TV corporation, which sounds like what it is KGB operation, but let's turn to the data. The data it is highest influence company is TriNet 56% where their their owner of TriNet, they're large investor and owner of China. So otherwise he's in the 8% range for the public companies that we know about largely driven by the Committees he's on. He's been on seven public. Boards in our database, he's currently on the four I mentioned. And after all this, he's actually on committees as well. Like he has time to be multiple committees at every place that he where he sits his seven-year career batting. Average is 391 for TSR. He does not have the excuse of not being on many boards and like we don't know how we actually performs the companies where he's on the board underperform on TSR flat out, that's what happened. Okay, 470 earnings Six, eighty controversies in 804 carbon. He's not a high earner. And not. And a below average TSR performer right? Which is nobody needs. Yeah core knowledge according to the free flow database, Administration, economics and Mathematics. He's a he's a finance guy CFO right? Comcast uses, a CFO Comcast and the companies where he sits on the board, the public companies, where it sits on the board include an HR company, an industrial research, firm and oil company, and a bowling alley. I'm not exactly sure what the overlap is with his course skills, at some of those places. But, you know, there's there's room for diversity. Here was the big thing for me. Angela is has 548 current Loops to other companies where he, he is on a loop between two people or he is the the end points of Loops meaning. He's hugely connected. Yeah. Marks public works at every company. There is 31% of his Loops include one other. Person Ursula Burns whose a member of the Exxon board. She is actually also hugely connected. Yes, she see her everywhere. Yeah. She, she is and not to put a crassly, she's a person of color, and a woman. Which means once you've broken into the sort of glass ceiling of boards. You often get recycled across many, many boards, which is what we see with her. And she's on some, some big ones, Uber American Express X. Yeah, very large ones. And then the other two people that he's connected to are Kenshin, alt, and Ronald Williams, notice that all three are people of color. Um, and those are the ones he's most connected to all three. Sit on Monster boards monster. Yes, that could be because of the overboarding, we do see with women and people of color at bigger companies. And speaking of the companies, the number one company represented in the loops is American Express, but the loops include partnership for New York Johnson, and Johnson IBM Exxon Boeing Xerox. Massive Blue Chip us companies. The problems that his Boards of face up, the biggest one that comes to mind, Exxon where he's on the board currently sued their own shareholder for a shareholder proposal that they didn't like, yeah, instead of trying to get it removed or instead of like just trying maybe even like start a campaign against it or strongly worded like vote. No. Because, you know, they only get like 5% support anyway, they actually sued, they actually shareholders shareholder Arjuna Capital. They didn't skip the part where they just said vote against it. They went right to suing the share the shareholders themselves and we're actual shareholders. They were not shareholders and represent representing like somebody else and it worked. So well as a threat that this year is the first year in 25 years that X on has zero Sherlock Holmes on their docket. So even if he was a dissenter in the room he's part of a board. He didn't quit and resigned in protest. He's part of a board that actively chilled shareholder rights. They do not want they That shareholder followed, all the legal processes. It was not a contentious battle. It was not some activists. It was a traditional shareholder process. Traditionally, I went to, I was approved by the SEC and they sued the shareholder anyway, he's part of a bolero board Bolero being a bowling company, that is currently being sued in a class action lawsuit for age discrimination and when you read the lawsuit it's actually really egregious as soon as workers hit their 50s or 60s, if they drop a coin while they're walking, they're fired and replaced by somebody younger. Not kidding. Isn't that the demographic a Bowlers though? I'm confused by that one. They actually fired a 62 year old employee who they had a cash register. And they had a minor discrepancy in the count. They fixed it and they sued them, and replace them with our fire them and replace them with someone younger. Um this is a class action lawsuit so it's not one or two instances. It is a large, it's a big issue across all of their all of their stores. Okay. Arc is golf facing a class action, lawsuit, for a data, breach of 10,000 employees. There was an investor class action that was settled at clarivate. Comcast where he, they're mired in controversy. Yeah, like every possible consumer issue happens. Comcast and, and you mentioned that on suited Charles, but they too mired in controversy for forever. I mean, oh yeah. I didn't I didn't even mention a quarter too long ago there too. Long of a list, which brings me to the headline. Why I chose Michael Angelo's? Because this week, investors have the ability to vote at American Express. Okay, American expresses vote is April 29th. American Express announced about three weeks ago. Michael angelakis was appointed to the board of American Express appointed appointed to the board. One of the things that we have on this show is that they, they start their tenure, even before shareholders, have a say. Now, in this case, it wasn't long before still, but if you are an investor, this is why it's important to track the person because all the red flags should go up about disappointment. I don't know. Michael Angelo's personally, he might be the nicest person, ever, you might not have this reporting. Yeah, but the fact is relative to the AmEx board, he is not independent. His biggest connector point of all of his connection Loops is through American Express. Meaning he knows people or he knows people who know everyone on the AmEx board He has been added immediately to the audit and nominating committee and notice that. Yeah which means he's effectively going to be in a place where he's can add his friends to this board and this is not a board that refreshes itself like with high frequency but now you put him in a position of power over nominating future directors. There's no additionality for his skill set. I said his skill set was in finance and math. This is a board with multiple CFOs with Finance, backgrounds, more more Tech than people, then then Angela is actually listed according to their own skills Matrix at Amex as having Tech experience. There's five other people seven other people in the board with tech experience. In fact, Ted Leon's. This is on this board. Totally answers is bigger experience in media, which is the, the other adjacent experience. The point is, there are more qualified people on the board already and more duplicative experience. You are not getting anything out of it. If Matt, you even already have a direct on the American Express board Thomas Baltimore, who is a director at Comcast. That's right. We don't even need the Comcast exposure, right? You're not getting anything extra there, and Michael Angelo's governance is not exactly a core strength. I just listed all of the Problems that that he's faced on the boards he's been on. Meanwhile, the headline in the last week, American Express to pay 230 million over deceitful. Marketing campaign Amex is not sort of immune to Massive Internal control failure. He's got low performance, his performance for TSR would joining. This board would make him the second lowest performer on TSR on the board, just by joining in his career. He's the middle of the for the other performance issues. I think it's reasonable to be asking one simple question of Michael Angelo kids. When you see that headline, Michael Angelo's appointed to and American Express board Use, I use Jeff skilling's. Famous gas ask why asshole, which she said, on a earnings call, the question should be, why is this person? Why did he get chosen for this board? Well, what is the ad? What did you get? Because when you look at the paper and you look at his connections to this board, would it looks like you get is a yes. Vote to everyone. On the board and sort of a mutual back-scratching of these large, Blue Chip companies that recycle the directors, amongst them? I gotta tell you this this reporting would suggest that we really need to be changing the terminology here. The directors are not appointed to corporate boards their anointed because like, because once they're anointed shareholders, they do not perform any level of due diligence. Maybe part of the problem is that they don't have easy access to Performance data, although they do, because they could go to free flow, analytics.com and get free access, but maybe they don't know about it yet, but they don't have any other way of articulating. Whether these new directors should be there in the first place. But it is a it is a problem this anointment of directors and who stay as long as they feel like Is a problem and it's not like in this case, you know, it's a double-edged sword, because in this case, they they're, they're anointing a director with very little lead time for an investor to actually investigate is this the person that I want on this board and it when you give them more lead time, they're paying a director and they're basically incumbent by the time they get to the vote. Well, I'm not sure investors actually are given the opportunity to weigh and that's what the universal proxy card is meant to do. But in my mind, this is the perfect example of why you need the investors to do the analysis for Universal proxy cards because there is no good reason why I can see this particular being added if this particular board and if you're tracking the people you would you should be asking why why did you choose him? What was the process by which this person got chosen? Yeah. All the outcomes. Don't lead to Good places to me. So I am recommending. In this case, if you're tracking the person you vote. No on, Mike Michael angelakis and send a message, we do not want, anointed board members, we want to know what the process was. We need transparency as to why people get voted in again. I will say, what this also reinforces an idea that we have, which is that, every new director should face a context, contested election. So that at minimum, at least the company has to articulate what why either director might be a good fit for investors, right? I mean because they don't do that and I and I think shareholders would benefit from that and I will add that this is not a bowling company, this is an American Express. He is already on the audit and compliance committee as you pointed out, and already on the nominating governance and public responsibility committee. Those are two important committees for a company. Like American Express, not to mention two important committees. When he's on four, Their boards and three busiest words, busy as hell? Yeah. What are we doing here? Like you have to ask some questions and, and to your point about contested elections, I think the answer is for not for the company to have. Let's say they have a board size of 14 13. People, in this case, what happens if they said here are four directors that we are nominating for one slot and investors get the opportunity to choose. Well, Company could do that. They have a process by which they're shortlisting, but they choose not to write, it doesn't even have to be contested like aggressive. It could be content. Like yeah, I didn't mean like, you know, actual either or either you're, here's your slate, will rep up. I was joking to you. The other day that I noticed that I was tagging articles. I was tagging articles for new director, appointments, I should say anointments, I noticed that A one entity had actually released a Q&A with nominated directors for each of the nominated directors. I thought that's amazing. Like that was amazing. And then I looked more in deeply into the issue and it is actually for a Parks and Recreation board in a small town in the middle of America, right? Right. But even there the the voters have an opportunity to like understand each candidate beforehand before you diligent at a Parks and Rec in the middle of this is Central Park in Manhattan. This is just like a little town in the middle of nowhere. I am I I think we should end there. I I had some voting recommendations too but I think you're reporting was much more interesting. The only thing I will say and I am noticing and that we did reporting on our other show today that the median CEO salary, a compensation figure is the highest ever. It's gone up. Maybe like 10 to 15% in the last year, but 10% the last year I am noticing Sky High CEO, pay ratios. So including CEO, chair James Quincey, a Coca-Cola with an astounding, basically 2000 to 1. CEOs. You're looking at shares that you hold one, you just pay attention to that. Figure start there, start at the CEO pay ratio, that's that's it, that's the proxy countdown. For the week of April, 21st, 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, which is mentioned, and of course, the floating Band-Aids that Matt is very concerned about not. And I think, in this instance, Matt's worried about the floating Band-Aid of Michael and Julius Wright at American Express. Yeah, it fell off his finger.