Transcript
This is proxy countdown. Welcome to the Big Show for the week of March 24th. 2025 alongside my tag team partner, Matt McCarty. I'm Damien rawlas on today's countdown. Tight lips, but open wallets at Kroger. It's Groundhog's Day again for Verizon CEO Hans vestberg. Half Moon, Capital, seeks The Impossible at Dropbox. Maleficent curses Disney investors by pricking their fingers on a spindle and causing them to fall into a death like sleep. Only a kiss from their true love Nelson. Pelts can awaken them from the slumber. And on the big boat. Matt talks direct or political parties, that's a new one. Let's start with our top stories. For no particular reason. The compensation committee at Verizon communications approved. Yet another increase to CEO and chair hands Vespers long-term bonus Target. So, two years ago, it was 14.5 million. Last year, it was 18 million and now it's 25 million dollars. And for some context here, last year, Verizon's total shareholder return, ranked 90 seconds. And then 90 second percentile, among the S&P 100, despite that it resulted in only 25% of that award being subtracted because of that modifier. So actually important caveat here, Hans vestberg, famously story broke, I think last year about how Hans vestberg meticulously kept a scorecard of his mood, every single morning on us. On a scale of one ten. Incredible mood must be a 10 this year. I mean, that comes to me. Matt has basically doubled his long-term page doubled. I mean, you think about paying attention to that one? Maybe they saw his mood scorecard and they were worried how it hotels. Corporation found its Third Woman for its board. It's a congratulations Hyatt Hotel. Her name is Tracy. Travis. Hyatt Hotels is led by father and son Duo Thomas and Jason pritzker. The pritzker organization itself is impressively manly. The team consists of 28 people. Of the 11 women on that team. Nine, that's right. 11 women nine are either executive assistants the receptionist or the chef. The only raking executive is Andrea poem bit. The chief administration of Officer or the head of the executive assistant in the receptionist so that's what's going on in Ohio hotels. The Hormel Foods board has given up on its CEO succession planning, duties, after CEO, James sneh, announces retirement, former CEO Jeffrey Ettinger, has Boomerang back to the board to pick the next CEO. They created a new ad hoc CEO search Community to do a job that it didn't know how to do with itself like us. Question for you. The most of these companies offer a stipend. If you're on a committee, do you remove the stipend from everybody on the nomination committee? Since that is supposed to be their job at a minimum Hormel Foods, investors should be targeting at least one direction to vote out because that, again, that's a dereliction of their duties. Uh, while the Kroger company has still not divulged why it fired longtime CEO and chair Rodney McMullen. Other than unhelpful labeling, his dismissal due to foul personal conduct, although I I added the word follow, they didn't even say that. We now know how expensive in terms CEO and chair. Ronald Sergeant will be, he will receive an annual base salary of 4.4 million dollars and utilized for the duration of a service and a stock Grant valued at roughly four million dollars, that will vest fully in one year. Matt maybe Rodney, Mullen himself should be paying This to salary, the term CEO salary, that seems a little socialist to be okay. The board at US Bank Corps is down to only four women with an aggregate four percent of total influence after Kimberly Harris announced. She was stepping down to the medical issues. So that data available only at free flow, analytics.com, only 4% of aggregate influence at US Bank, Corps, held by women. Crown castle. Announced that Dan schlanger will become interim CEO after the termination of CEO, Stephen muskovitz, Dan tried to retire a few months ago. But the company is throwing almost 10 million dollars just to stay on stay on as interim CEO, including a monthly stipend of 100,000 dollars in cash and over nine million dollars in equity. Look that's another case. Where what is the nominating committee doing? If somebody tried to retire, isn't your job to know who to replace them with? I thought that was all they that was the main goal even worse. The the guy Step at the term, the guy stepping down the CEO. Stephen muskovitz. He's been there, I think for less than a year so they've bundled just about everything in every direction. So again, investors should be targeting at least that committee to vote out a crown castle. Then I've been reporting by this every week in the proxy countdown. In 2025 the number of boards who suddenly have only two female directors, continues to increase, Molly Joseph is stepping down at First Solar leaving. Only two women with 3%. Total influence, remember for several years, a minimum of three women was seen on most large cap boards. But we're seeing that rule kind of quietly be broken at the beginning of 2025. Over and over and over. And lastly, at Intel New CEO lip, Bhutan has quite a bizarre golden, hello package, which could be worth as much as 400 million dollars. If you hit all his performance targets. As a part of this golden, hello package. Tan will have to personally invest 25 million dollars of his own money in the stock during the first 30 days in the job. And hold it for the next five years, meaning he could potentially lose money. I guess if he sucks at his job, I I suppose. But this is a really strange golden. Hello package. Moving on to our proxy cage matches. Once again, we as a lot of stories we skipped last week's show, so we have two weeks of proxy cage fights. Let's start with Dropbox. Dropbox is facing pressure from activist investor, Half Moon Capital, to end, founder control of the company. I applaud that a shareholder proposal submitted by Half Moon seeks to remove dropboxes dual-class, share structure, which gives CEO and co-founder Drew Houston. A voting supermajority Unfortunately, Half Moon Capital, the your proposal would require a majority vote approval, meaning Drew Houston, support would be needed for it to pass because Houston currently has roughly 77% of all voting power. Because of his class B shares, which are magically worth 10 votes to share. So good luck with this is 42 years old and worth two billion dollars and on multiple boards. Now, including I believe he's on the board of meta. Maybe, maybe he's just tired of running the company. Maybe that's what they're counting on. Yeah, maybe it'll be a fat finger vote. He'll accidentally vote against himself. Outdoor goods company. Yeti Holdings is adding two new directors, after months of discussions with activists and investor engaged capital, Engine Capital Management is nominated two director candidates for lifts board. Singling a potential proxy battle. A key point of contention there is that they're trying to get rid of lifts dual class share structure. So my question to investors at companies like Lyft and Dropbox, why aren't you asking for Sunset Clauses? Initially, when you invest in these companies, how about we'll let the founders and CEOs have a dual class share structure for the first, say three or five years, let them get settled in, but then these magical lucky charm. Voting Provisions will disappear. It does seem like, it does seem like reverse fomo. I mean, we, the period. The run-up of the, you know, Tech, bro. And investment, period was Rife with dual class shares that now I feel like everyone has buyers remorse. But then don't invest in a in a man. Usually, who is insulated from you after you invest in him, do not do that. How about that? Activist investor, Keith Meister of corvex management will join the board of Illumina. Also current board member Scott Gottlieb will become board, chair. Carl Icahn and Caesar's entertainment reached an agreement in which two of Carl's buddies. Both of whom are from Icahn Enterprises will join the Caesars Entertainment Board. Carl Icahn is famous for only really putting his buddies on the boards where he's an activist investor. Cybersecurity firm rapid 7 added three, new members to its board as part of a settlement with activists and events investor Johna partners. And finally, a very confusing proxy battle between Phillips 66 and Elliott Investment Management. Philip's has now nominated for directors to the board after Elliot filed a lawsuit. This week against Philip seeking to have four directors stand for election. Earlier this year, Elliott nominated. 7 directors of the board. I don't know what's going on at Phillips. 66 to be on us meaning while there's no term oil in the CEO's office as Philip 66 CEO. Mark Leisure is very happy. The company said he will be paid 23 million dollars and 2024 up 16% from 2023. I don't know how there's a disconnected this on the sport and and I want to remind you that these are all large cap companies that I just mentioned. So there were seeing a little bit more activity in this and the activist investor proxy cage Arena. Let's move over to our vote results table. We don't have a lot to report on there. Actually are a lot of votes coming in but I only highlight the votes where something's happening more than investors, just approving everyone with a rubber stamp which is most of the annual meetings but let me highlight some dissent. Leslie shareholders are mysteriously, pissed off with nomination, committee chair, you'll want to Daniel as 34%. Say no. It's a very high vote of scent, but Matt, this is not a gender thing. As the Leslie's board is five women in three men. So maybe we're seeing reversal, maybe there's too many women on the Leslie's board. I don't know. Yeah, I looked, I looked, you know, I looked through the proxy statement everywhere, I everything I could think of. And I just, I really can't see a reason why there are so many people against Yolanda. Daniel, we actually got a tip from a listener. I won't point when we couldn't understand it. So if you're listening again, maybe maybe you have some insight, I love you. What the, what the mystery was here, because it's a story beyond what the proxy is presenting to normal investors and researchers like myself at Saint Mina Corporation. A John Sheppard and shareholder proposal to give the owners of a combined 10% of common stock to power to call a special shareholder meeting passed. With 56% saying yes, that's a nice win there for John. hopefully, the board makes these changes immediately because currently, Saint Mina Corporation shareholders, can only call a special shareholder meeting if all the saint Mina directors are dead. And or have otherwise left the board really? Is that what it says in the? That's what John. That's what John said in his proposal statement in the proxy statement. Yeah, that's fabulous. I like that. I like that color there and heco. The only two members of the boards nomination committee, I don't know how they're allowed to have only two members of their nomination committee, but that's the way it is. The only two members received High votes again. That's Mark Hilda, Branch 38% said no and Alan strike him. 28% said no. and finally, At the Walt Disney Company, a company, I highlighted the beginning of the show. Shareholders, have decided that everything is good again, now that Nelson Peltz and his merry band of white dwarf, lovers has left the building. So just to put it into context for you. Matt Maria Elena laga miseno, a target of Nelson Peltz. So, she got 92% support in 2023 down to 63% last year, and now Matt is magically back up to 98% support. Suddenly, they love Maria again. And just for some other other highlights to emphasize this point Michael Froman. He went from 96% down to 87% and now he's up to 99% this year. And say on pay another example. 88% support in 2023 down to 78% support last year back up to 89% support this year. So Nothing has changed a Disney on the fact that Nelson Peltz has gone. First of all there, congratulations to you forget Disney, go ahead, congratulations to you for what must be the most poetic, you know, opening line about Maleficent curses and well investors sleep. Matt, I couldn't think of any other reason. Why why suddenly that the Disney investors were disinterested? There was a lot to look through last year. There was we covered it extensively, you had Blackwells, you had pelts, you had Disney itself, there was a lot of room to maneuver the lot of, there was a lot of negative talk about policy about succession planning about pay, but certain directors, a lot of it was actually very healthy and very good talk. So, I don't know what happened now that suddenly Michael, Fryman, and log on messino, and now have about 99% support of all that, what is happening, what I assess flipped their own, their own assessment, they flipped with no, with actually no methodology know. Performance data to support that flip. By the way, they all all the factors remain. Exactly the same. The only factor that is different is James Gorman is on the board who and he's supposed to be in charge of succession planning and that makes no sense. He actually has, he has no experience board level succession planning other than the fact that he stepped down in his own company and somebody and the board replaced them. That's it. So, I mean, there's one of two theories work, operating theories here. It's that, you know, I SS basically flips and there's a enough drones who are voting, just whatever issues in the absence of Nelson Peltz in any sort of publicity or investors, truly never cared at all. They didn't even care last year. It was more just with no other options, they just vote 98.99% in favor of everybody because there are Fields, like there's no other option. Well, it totally unclear to me. How this is where we land? Here's where isss is missing out. I highlighted Michael Froman, who was magically Up to 99% investor support this year, which is quite remarkable even for the the universe that we cover looking at the data at free-flow analytics.com. Michael Froman has served from the Disney board for seven years or this data is not just the last few months. This is seven years of data. He is hitting. He has the worst overall batting average on the board at a very low 275, including a paltry earnings batting average of 214. So, there you go. There's some performance. They just, that might suggest voting against directors at the Walt Disney Company. That's all I have. So we'll hand it over to the big vote picks for the week of March 24th 2025. I will highlight that there are there are there are five big cap companies up for a vote next week. April 2nd, the ones that I looked at specifically were TD Sinex Cooper companies Hewlett Packard Enterprises photronics and Schlumberger but Matt I don't know, I know that you want to unveil A New Concept this week. So why don't you go for a director or political parties? So, I looked at the same exact companies, but let me say an upfront note before I even get into that, which is in the last week, we there have been press releases around 83, press releases of director appointments in just the last week and I know we're ramping up in proxy season, but I it's important to point out that those are 83, unelected Representatives, circumventing actual shoulder democracy. Those are chosen by management teams. They are appointed they often get paid. There are some exceptions to that rule, but the vast majority of them. So get their options plans and their their stipends and their put on committees and they begin meetings before they ever get elected effectively. They are elected as an incumbent Even though they have not been on the board prior. So basically daring shareholders to say, no to a direct who is already been appointed and sitting on the board. So this is something that we pay attention to pretty closely because it it's problematic, if you're an investor you don't, you know, you haven't vetted these people, you haven't approved these people, regardless of the fact that 96% of the time 98% of the 99% of the time, you're going to elect them. There's something to be said for assessing somebody before you elect them. And let's not forget about that. There's nothing preventing companies from from actually presenting contested elections to their shareholders. They they could present their short list and say, you know, we have two openings, we found four highly capable, potential directors, all of whom would serve our board. Well we're going to give you an extensive biography of all of the four nominees. We're going to give you the data from, from data providers, like free flow analytics.com. If you want to look up performance, if they've sat in other boards or currently in other, Boards and we leave it to you, you decide who you know, elections, right? I mean that they're not prevented from this option. They're not prevented from it but it's not in their best interest to do it. But it's it's part of the reason why, you know, if the lead into what I worked on this week which was, you know, in the coming weeks we're going to error a interview. I did with Sarah Hahn, who's a law professor at a Washington and Lee she looks at sort of the the corporate democracy and is starting to look at why investors vote the way they vote, how it the history of it and how it overlaps with sort of the political democracy. So some of those overlaps include, you know, she pointed out to me and in the interview that we did that that will air in a couple weeks. Something to make it simple or in the corporate democracy would be effectively a version of a party system. There's multi-party systems all over the world in the political democracy. And, and you have sort of an alignment as a person with the values, or ideologies, or policy goals of those parties, sometimes multiple parties, you'd be fine with. Sometimes you're aligned with just one but I thought and she pointed out that this is not exist in the corporate democracy. Right. And it does not exist its non-existence, makes it difficult for an investor short of when I say, 83 announcements of director appointments, how do you harsh those 83 people right? As yeah, as a real life example, if I haven't done my due diligence when I'm voting in a local election, if I'm a member of a certain party, I could just vote the party line. I could just take that, just select everyone who is in my favorite party and knowing that they have been vetted through some kind of some kind of a method methodology, right? Some kind of belief system. There's a very there's a very clear, use case here for effectively a multi-party system in the corporate democracy that allows you to vote party line where you can trust sort of their policy goals or their their, their approach. Now, in the absence of knowing it ideologically or policy wise, where a direct or stands, I wanted to test, whether you could do this with data, okay? So if you want to vote a slate of directors across companies like a political party, how would you do it? So here, here's what I came up with and this is just a test of a concept more than it is in end, right? But I wanted to Think Through, What the process would be. So I came up with about eight sort of seven or eight parties and a methodology by which I got to those parties, they're based on some demographics and some performance indicators of directors of the free flow analytics database. Here's an example. One party I call the Hands-On party. Okay, meaning, all right, these are, these are directors who get have gotten their hands dirty in as much as they are or were a CEO, okay? With they have core knowledge of the industry that they're sitting on the where they're sitting on the board. Right. I mean there were an executive at a company in the industry in that industry they know that industry really well. They did the work and I added this little flavor which is they've been through a global recession. Why did you add that? I added that? Because basically what you want is somebody who knows what the upcycle is like, and what the downside Cycles like, say, how to weather the storm, they get their hands dirty and they survive, so you use 10 year data for that. So I'm using 10 year data and I mapped that 10 year data to effectively the history of global recessions That's an example. That's a very simple example of saying. Like all right, well these are some hands on the kind of people. Let's call it a party right here. The rest of the party that came up with. There's an elite party. Yes, these are people that have advanced degrees or went to Elite schools. Sure Elite schools are defined by, you know, there's any number of ways to Define it, but it's the basically the top 100 Global colleges, right? They've been on more than one board in the past 10 years. These are people who have sort of an elite status, they're multi borders, and they have a powerful network of friends. If you want to get specific, they're in the 75th percentile or greater in Network Power, according to free flow analytics data. Well, my first, my initial question, is what happens if you happen to fall into both the elite party and the hands on party. So what I did for the purposes of this exercise is, I effectively ordered them or rank them. If you're in the Hands-On party, you could have all those other things but I'm going to call you Hands-On, right? And not Elite. So these are people who don't have They don't have all of the elements of the Hands-On party member. Who are left over. Got it. So that in this way, I can identify you as one party. Now that's an arbitrary rule, but we're doing it for the, the sake of sort of the argument here. Sure. I have a pro-business party. Now it would be really hard to argue that a Hands-On party is not necessarily pro-business like CEOs or generally show business but for this I actually just picked people who had core knowledge of Finance or economics like you know like including accounting including accounting, okay? And they sit on the boards of high earner companies and so there are a lot of these. We see that because in our knowledge database that we see a lot of these. In fact, when I did this I did this a couple of ways including generational birth dates. Like are you a genetics or a millennial Boomer? I did it through administrations that how long you've been on the board. Where are you and Obama? You know, original border. Are you have you been on the board since Bush? Senior. I looked at this in a number of different ways and when I came to the permutations of things, Right, like, who sits on boards right now, surprisingly unsurprisingly in the US, the number one group of people are boomers and they are, they actually have a business knowledge, right? Like they have a background of finance and economics, 40 to percent or 43% of us directors. Have a background in finance and economics that exceptionally High number. Yeah. um but that reflects sort of the potential ideology of investors and what they think, matters on boards, they want people who are pro-business who have core knowledge of economics, So I made the pro business party and those are people who obviously they're not on the Hands-On party or the elite party. The really all they have is core knowledge of finance and economics and high earning and boards. And I'm guessing this, this would be a pretty popular party based on the data you just presented that there are so many of them. I mean, you would think you would like, in a parliamentary system, I'm guessing the, you know, if you use the United States example, up to say that there were Democrats and Republicans and then six other parties. The pro-business party would be up there as one of the two big parties. Well, here's the rest of them. Yeah. The there's the stem party, which is like pro-business, only the Cornell is stem and they have an advanced degree. Yeah. Now they don't have to have court knowledge of the industry that they're in. They don't have to have been CEOs. Can be academics, Marty pants. These are just like science technology people with Advanced degrees who are none of the other parties and other parties. So I would say, with the rise of cybersecurity concerns I would think every Board needs someone from the stem party, frankly. It's yeah. Which is fascinating when you don't see it that much, right? It's the, the next one, was a network party. These are people with just a powerful network of friends. They don't be. So the other criteria, they just frat boy. Okay. I just a friendly highly connected party. Thrower party throwers. Yeah, sure. Yeah. CEO party. This is just were you a CEO? And this in the United States is actually a very big deal. I had to different. I had to make this so low on the list because in the US if I made it, the first thing on the list, it would just be every director. Every director would just be a CEO. Yeah, that point as well take, you know, I was just looking at SK group, a Korean company, I believe have just announced four new board chairs. They all happened to be women. But one thing I noticed that looking at their background is that there they're not looking necessarily at just being a CEO as the most important Skill set to run a board right there. There was a former judge in there. They're just all kinds of types in there not necessarily just CEOs. European boards are similar, that CEOs are not as prevalent on your European boards, they exist, but they're not as prevalent and then there's two more. I have a core knowers party, which is they just have core knowledge of this industry, which is important. Yeah, which is important. And then, finally, an unaffiliated there were leftovers and I just, I just said, okay, an independent you don't have any, you hit these, these marks him, I'm oddly loving, this party system. But yeah, go ahead. So then I wanted to use it in practice. So let's look at the, you'd mention the five boards that you looked at Cooper, photonics, tdcs, Schlumberger, and Hewlett-Packard. I looked at exactly those companies. And I wanted to say, well, what parties are represented and if you were voting apart, Which one might you want to vote for at these companies? Right? Like where might you lean, there was only one new director of the five boards in this week's sample. The rest of them are all re-ups. They're all incumbents and re-ups. The new director is named Ken lamneck. At tdcs. He actually is a, he's a boomer, he's got business and safety security, Transportation, as corn knowledge sets, he's 570, TSR batter on, two other boards 229 earnings, so not great. He was part of the Hands-On party. When I was done looking through everything, he's hands on party. Okay, so I included him. Adding him to the TDC next board to show you what the mix might be. So here's the way to vote party and I ran this for every active director right now. So, this is not something that I did, just for these five companies, every director in our database, we ran it for If you were to vote the company of the five, that is the most balanced between party representation is photronics. In fact, on photronics, they have Hands-On pro-business, stem CEO, corn knowledge, and unaffiliated almost every party, except for the ones that you might actually be a little concerned about the elites and the networks. This is not a highly networked board. It is not like about Elite status. This is about people who have done the job, know the job, get it done. They have the largest representation on the photonic board was core knowledge. Just corn knowledge, interesting, I will add the accordion of the performance data. For Chronixx. Also hitting very well, overall hitting 737 overall, which is really extremely high. That's very high 913, in Orange, 600 in total shoulder return. This is a, this is a high performing. A board. They were also, the only company of this group that had a stem contingent. Not a single other company of these, five had one representative, who was a part of the stem party that was their party. The only one, the most elitist board. Yes. Schlumberger 60% of the board members were elitists. What does this methodology? What's your takeaway about having an elitist board? Is there a takeaway? So these are people that basically are have advanced degrees or went to Elite schools. They've been on multiple boards and they have a powerful network of friends. All that could be good, right? All of that could be absolutely good, its but it also is a little bit myopic, right? Like you're sort of limiting yourself to powerful people who went to Elite schools is not exactly. The, you know, should not be the Baseline indicator for whether or not you should be on a board. There are not people who have corn knowledge of the industry. These are not, you know, they may have knowledge that's useful but a company like Schlumberger. The thing that struck me when I looked at actually they're not they're knowledge breakdown is they don't have anyone on that board with Cornell College of the industry that they're in? That's, that's seems like an oversight, right? Like this seems like something you would Want, as an energy company. Each HP, similarly was highly Elite. 50% of the board half the board was were elitist as well. Right. And it the difference, I will say the initial difference that I'm seeing between this party system and a regular Democratic political party system, is that you wouldn't necessarily want to vote all of one party onto this board, right? I mean, I would think that I would think that having one representative from each party might make the best board. Right? That's just a initial thought here. So when I get to recommendations by initial recommendation was balanced, but I do think if you thought it through if you're an investor, What do you really want out of your board members, right? I think Hands-On party might be the most important thing. I think you would want to skew towards people who have been CEOs in the industry and have been through a recession and weathered that storm Askew within reason, right? I mean, you don't want to have it to be over 80%, right? I'm saying 340%, right? And look what this party system also gives you the opportunity to evaluate the board. That's our the that already exists. So because rarely your investors asked to reconstruct a board from scratch, right? So you could actually just, you could Target one or two members to replace just to create that balance you're seeking. So in that vein, Cooper companies actually stood up because 38% of their board is, was tagged his hands on and 38% were tagged as Elite. That seems pretty heavy. So you're single almost 80% of the board. Is it either? Hands-On party or Elite party? Correct. Correct. So there's there's a heavy contingent of representation of just two parties there. It's a two-party system to practice like, yeah, at Cooper company. It's like Cooper. Yeah, it's fine. I'll get to this later. But Cooper companies is the company I highlighted in my recommendations but go ahead. It will go to the vote recommendations now. So we don't belabor the party system point, but here's a way to apply it. And again, this is all sort of a conceptual, you could do it. The date is all there, but like, refinement is probably necessary over time. Let's start with Schlumberger. Where, if, if you had the goal to of some sort of parody between the parties, you would break up the elites, this would be simple to do because what you do, what I did was I filtered the directors by what parties that they were in, and I looked at the elite party and there were two that stood out as sort of obvious to actually vote against any way and they were Jim Hackett. And loophole, these are two directors who were the weakest. Formers on the board overall, Hackett is actually on four boards. Overall, he's got plenty to do, he's not gonna miss being on the Schlumberger board if you were to vote him out, sure. And he's the oldest of the group of Elites. So so you're getting rid of like, you know, longer tenured, you know, multi, boarding weak performers. It it actually is an sort of an easy layup when you use it alongside multiple data points. And this is a board that does not have stem knowledge as we talked about, and they have redundant technical skills. When I looked at the skills of the board, you would recoup 14% of the influence on the board by voting out, these two directors and that would give you the ability to fill it with stammer, core knowledge party, replacements, And balance yourself a little bit. So that's like one example. Just looking at one company right? Where you could slate effectively and say I am Pro business or I Am pro stem, I'm Pro Hands-On. There's not enough of that here, I will vote against directors who don't fill those parties that I'm looking for. Another one, let me do another one. Sure, let's do HP because HP is a governance master class in, in basically gaming. The rule book that been set up by ISIS in glass lowest. They have not one director over 10 years of tenure. The six long longest tenure directors are at nine and a half years each and they are split 50/50 male female. They have basically mastered the art of looking like every governance papers dream, right? Like they're breaking up, there's a, there's a strong representation. There's no, super long tenure directors, two thirds of this board. Actually has on paper core knowledge of the industry and 50% have business backgrounds on top of it. So on paper, this is an unimpeachable board. However they are all so super connected. This is a heavy Elite board and network didn't even pop because Elite took over. But when I looked at the the elite party on the board, they were some obvious directors, including Pat Russo, Charles nasci and Pamela. Carter, Carter is 75 years old? She there's no retirement age at the company but she's going to hit your 10 and 10 year anyway. And she's heavily connected nasci is connected and Elite. He has no overlap in a necessary skill. He's one of the people that doesn't have a necessary skill and Pat Russo. She's hands on. But she is also connected to more than 50% of this board, either through other boards, or non-profit boards that she sits on. Okay. There was one more I looked at TD snacks breaking up the networker party which is easy where how Lee and Dennis Polk, they both both been at the company for 13 years. Lee is 71 years old. He's on the networker party, he could be a vote. No and Kathy Cresco is networker party on two other boards. She you could vote no there and then everything at photronics and Cooper was a vote. Yes, for me with the caveat at Cooper that they're missing stem party but vote. Yes. For the directors but you had something different for Cooper. Well know in, this is why I love this data because there's so many different ways to use the data as an investor. I love the party system that you're presenting here. Unless let's talk about Cooper because I because I use the date of from a different perspective. So I Cooper companies out of the five companies that were covering this week by far the worst CEO, pay ratio of all the companies 300 and 394 to 1 for Albert. Fight the third. So you know that I'm voting against all say on pay this year that CEOs making more than the meeting worker on day one. But beyond that they had one of the highest gender influence gaps I've seen at a company that's not controlled, and that's minus 30%. So what does this mean? This? The board is actually half women, so they're appointing women. But the women have no influence, the women only have 21% of influence. And that's because the board is absolutely being dominated by the chair and the former CEO, Robert Weiss. So, this is an easy scenario for me where I don't need a current CEO and a former CEO. So you target wise and his influence and you could replace it with man, or woman, but, but no actually, I think one replace it with a powerful woman into your point. Matt, someone from stem someone with stem experience, right? You can use the, you can use the data. A like, you know, you can connect these two thoughts. So that's what I saw at. Cooper companies. The other one. The other thing I wanted to point out before we wrap up this week is I wanted to tip my hat to John shevid in John actually has the only, the only shareholder proposals up this week, at these five companies, he does twice two times. In fact, one Hewlett-Packard asking for transparency and lobbying report. And one at tdcs asking for the shareholder ability to call for special shareholder meetings. So nothing from any of the anti-walk proponents just John shevan and stepping up. So Matt, do you have anything else you want to add? No, I be curious. If anybody is listening to this, I be curious thoughts on how you would do a sort of party system for directors. I think there's a lot of opportunity to change the system and, and, and, and where it including, you know. Coming up with actual party organizations. That could begin to vet directors over time. But in the absence of that and in that infrastructure, using the data to do it, how would you do it? The thing about this map initially is there are two things that stand out to me. One, is it? Yeah, another way of articulating your choices as an investor, right? The other thing is that the information presented by the companies themselves is, it's unusable. It's often a matrix of skills and experiences, every direct, your basically has like everything checked. There is no way for an investor to see through that mess and to articulate, anything really to understand who the directors are so, so affiliating them with a party and something that makes sense. Like when I hear stem party, when I hear Network party, they're very intuitive names. I can at least understand who this direct. Your might be, I think it's so I think it's a great first step to articulating, your choices as an investor, but that's all I have, I know. Matt you're done. This is this. That's the proxy countdown for the week of March 24th, 2025. Join us next week, when we jump back into the alternative democracy pool Forever on the lookout for shareholder Shenanigans Dopey directors, scandalous, CEO, pay ratios, and Matt, for you, looking for those, those Wayward floating Band-Aids. Oh