Transcript
This is proxy countdown. Welcome to the Big Show for the week of March, 3rd, 2025 alongside my tag team partner, Matt McCarty. I'm Damien rawlas. And today is countdown a secretive, but very loud. CEO thud at Kroger. Reasonable relocation costs at American well Corporation. Proxy cage. Match confusion at indivior. Shareholders blame a woman for being the only woman at quantix building products and on the big boats. Got something special for us today. Let's start with our top stories. the big news of Kroger, where the big man Rodney McMullen the company's chair and CEO resigned effective immediately The only thing that shareholders know is that he screwed up big time personal misconduct and they also know that that his personal misconduct is not related to the company's financial performance operations are reporting. Despite the fact that his personal conduct is a great detriment to the data-rate operations to Kroger. But, you know, the mystery remains, maybe one day, we'll find out. Maybe we'll bump into Mr. McMullen on a, on the D, train to Brooklyn, and we can ask him. It's all, it's, it's clearly pretty bad though, because they are taking away, his unvested Equity Awards, and they're taking away. His 2024 bonus, and they're firing a man who was been at Kroger for over 40 years and his held every management job possible including CEO chair, CEO, Vice chair, CFO EVP, strategy, planning, and finance, and VP planning and Capital Management in the interim. Director. Ronald Sergeant is to become the interim, CEO and chair, which means the all roads lead through Ronald Sergeant now on the board of Kroger as they flail away looking for a new CEO. But don't tell us how or why? Or where, A Kroger arrival. Albertsons companies, there's a more subdued CEO succession happening. A few months after the failed merger between the rivals. Yeah, between Albertsons and Kroger CEO Vivek. Sankaran is announced his retirement and as part of the company's succession plan, the board appointed, Susan Morris, as the next CEO and chair on a side note, Matt, which CEO is more like the WWE if occasion that you keep talking about the corporate world is it is it when the long-term CEO is fired from his conduct? Or is it the planned scripted CEO succession, which is more WWE? I can't tell. That's, that's a right. I'm gonna go with plans succession because it's, yeah, it does feel like the other CEO ran out from the tunnel and then started pounding on the, on the now, former CEO. So, Rudolph bless. Rudolph blessed has stepped down as the chief accounting officer of Bank of America. God bless you, Mr. Bless no. No that's it. I just came for that joke. A chief information and digital officer. Thomas Peck Junior. Is getting a one-time Equity Award of 1.5 million dollars at Cisco. Corporation to quote to focus him on the successful implementation of a significant multi-year technology initiative. Matt, why exactly does a guy who was already making 4 million dollars? Need another 1.5 million to focus him on doing his job? I that the last part is part that I'm confused to focus him, Focus him, like what that would suggest? He shouldn't get the four million because he wasn't focused. Good luck telling him. No, to any of this though, Matt, he was actually was a Thomas Beck Junior was a captain in the US Marine Corps for 10 years. Isn't that the definition of focus? Those guys can focus. A celebrity director Marissa Mayer, joining another board. She's now joining the board of Hilton worldwide Holdings. I'm not really sure why after serving, as CEO at Yahoo for five tumultuous years, Marissa is now the CEO of sunshine, probably a company you've never heard of which has just launched the shein app, which is Matt, you're gonna love this and artificial intelligence photo sharing platform. What is it didn't Yahoo acquire Tumblr and that was like, one of the worst Acquisitions ever during her tenure. So we doubled down on that. A Dollar Tree Dollar Tree has added three directors, three directors to the board. We don't usually see that many at once. Their name, Mike Bill and Tim Considering they already have a Jeff, a Dan, a, Paul, and an ed. It's no surprise that the man with the lowest influence. 6% on the board of Dollar Tree is a complicated fellow named Bertram and that date is available for free flow analytics.com. You will see the Bertram is the least most influential director on the board because you know he's a very complicated European sounding name they don't. Yeah nobody listens to a guy named Bertram and let's end on something reasonable for change. American. Well, Corporation has entered into a separation agreement with Vaughn panovich. Its Executive Vice President for Enterprise platforms. as part of this agreement, He will receive reimbursement of up to 3,500 dollars and relocation costs. Oh well actually that sounds right about the price. It might cost to hire a big moving company, maybe in. Right. I mean that's what I like is the scale here, right? Like Von paunovich, who's an EVP, and the platform division of American well, Corporation is worth 3,500 relocation costs. But like I think if you're like, ah, what a director at American, well, Corporation, you probably get 7,000 in relocation costs. So, you know, I want to know what the scale is. The CEO gets 20 million dollars in relocation costs. That's the scale. Let's move over to our proxy cage matches. We have we have a bit of activity this week, first in Divi or Has further overhauled its board, including reducing its size following ongoing pressure from activist investor, oak, tree Capital Management. Here's a somewhat brief summary of all the corporate governance Shenanigans going on because of oak trees. Peer pressure. We got two directors, stepping down the AGM, we have one director stepping down immediately. After after only three months of tenure, we had a new board chair that happened in January. We had the CFO who vacated his board role and then we also have the CEO being replaced by a director Mark Crossley who joined the board only three months ago as a non-executive director. So oak tree a lot of a lot of influence there. So once again, Matt investors don't care about anything on a board of directors until an activist investors steps up and starts yelling at people. It, this is a repeating theme, but I, I want to say that we actually so one of the things that we've done at free flow and we're in the real Alpha, you know, testing of it is we've taken every single metric that we have on directors and director teams and match them up against activists situations, where an activist is come in and targeted, you know, taking board slots. So we have over 700 activist situations, in our, in our database and we have 220,000 directors and not in 10,000 companies. And we actually are using the data to try and predict which teams are weak against activists. Finding the factors that are most associated with activists looking to replace board members. So that may be investors, don't have to wait for an activist we can just look at boards that if an activist were there would be weak against them to begin with. Right, we talked a lot about that. When Nelson Peltz, once again, targeted Media Company, you know Disney, right? Because it seems like it was the right board to attack because most of the other media companies were controlled. Right? Exactly, exactly. Engaged. You know, like this one Matt and engaged Capital has nominated two directors, the board of Sandwich Company Portillo's. Former Wingstop, CEO, Charlie Morrison and Mountain Dew marketer. Nicole Portwood, but the real issue on the Portillo's board. Actually might be director and bordelon. Why? Anne? Because board members are asked to name their favorite menu item in the company's annual proxy statement, just like Starbucks does with its coffee orders. And while all the directors picked some kind of sandwich, right? It's a sandwich company. For instance, CEO, Michael osun. Loop picked an Italian beef. Dipped with hot peppers. And the chair took a step further chair. Michael Miles Jr. Picked an Italian beef with hot peppers and cheddar. Oh, but director and borderline. She she picked. She merely picked chocolate cake. Oh, that's a fail. You can get chocolate cake anywhere and what are you doing? You're not selling your company, get rid of and Borderland voter off. That's a sign of a weak weakness, and finally Elliott Investment Management. His nominated seven director's at Phillips. 66 Elliot is pushing for annual director elections and to Structuring of the board to 12 members. Meaning that it's seven directors would control the board. So those are our proxy cage matches for the week. Before I hand it over to Matt, who was a lot, a lot for the big votes this week. Let's look at our vote results table. First, let's cover some of the highlights. These are all the highlights from large cap annual meetings over the last week. First, let's look at two of the companies that we talked about in great detail and last week, last week's show, the first one is trans dime. We talked a lot about that one map, but not a lot of descent going on over there. At the, the biggest stink was against director, Gary McCullough, who had only 9% votes against Moving over to Fair Isaac, a bit more action 718% against say on pay. That's actually quite a high number of these days and 14% unfortunately, all so high number against direct your braiding Kelly. All right, Matt, let's start a, let's start a new threshold. If you get above 10%, if you're a director, you should leave the board. Wow, 10%, right? I mean because that's basically a majority, right? Is it not? I think it is now, I think by current standards 10% is a majority Jack in the Box. Another classic scenario where night 19% again, which is relatively really high said, no to say on pay but nobody seems to be blaming. The pay committee that constructs the the policies who got an average of only five percent of vote against. I don't, I never can understand that one. English Markets two. There's always a always weird voting patterns companies that have two classes of directors. So the two class A directors were actually voted out All the other voters, all the other directors voted in, they are not, they're the, the regular directors. And also at the same time, a shareholder proposal to increase the amount of Class, A directors, from two to three failed, just an odd, a lot of odd stuff going on in English Markets. So they didn't like the class, they directors. But they don't want the right to vote out more class A directors. Yeah, one of the problems here is that the guy who controls the company, the chair, Robert Englund, the second he controls 73% of total voting power. He also controls 23% of those Class A votes. So the real headline here is Robert Ingalls out to class A directors. The know. How dare you Robert Englund. The second. Oh my mistake. Yeah, once again pointing out the the luniz of having these control companies in the world, these are not public companies. They should be their private companies. Let's be Fair, apathy rules at SF farmer where there were more Broker non-votes Than vote for sale on pace. So about seven million voters. A shares voted. Yes. On Sam pay, but about 10 million decided not to have a vote at all. I don't get that. I've never seen an abstained vote of zero and that was all right. How about have a point of view? And finally, An absolute classic at quantix Building Products, where 15% of shares were against Susan Davis. All other directors, received support in the mid-90s, if not higher. And here's why they targeted. Poor Susan, Davis, because she chairs the nomination committee on a board with only one, female director, and that's herself. Susan, all. So that the shareholders are so out of it, that they're actually blaming the token woman for not having more women on the board. This is how out of it. We are in 2020. Look, I think that's it. That is a brilliant tell though because, you know, exactly that's the game. How many shares are just voting with iss's, like, floating blindly blind policy. That's a blind policy vote. That's the only way you can really explain it. Congratulations ISS. And maybe glass Lewis for for having an idiotic Nuance to your your scalable voting techniques where you can actually punish. The only woman on an all-male board for for not having more of her friends show up. It's just a whole thing is ridiculous. That's all I got, Matt, take it away for the big boats. I we have, I will say before you get going here are some of the bigger companies that are voting next week. The one that stands out to me, the most is Starbucks. They're voting on March 12th. Also Johnson Controls Analog Devices, Agilent Technologies, heico Corporation. So we're we are seeing a lot of large market cap companies having their vote. Now in the early the beginning of the proxy season for 2025. What he got. All right so here's what I got this week and it's really a new show showcase to Showcase a new data. I love it. So here free flow. We've been absorbing over the last six months or so non-profit boards in the United States. So we pulled in and this is the source data is 995. So these are tax filings their public tax filings. We pulled in every nine ninety filing. All the forms they come in multiple forms between 2019 and 2024. Now the the tax dates differ from the actual filing dates. So we actually used the taxable periods because that representative of the board of the time. So there's a real, there's a time lag. So really what you're looking at is 2023 data not 2024 data because that's the way nonprofits work. We looked at every single name and these filings their XML files, there were 42 million names. The vast majority of them are directorships over the course of that, five year period at nonprofits in the United States. That's a lot of names. It is we so the first thing we had to do was named matching. We actually have 220,000 directors in our database, we ended up generating close to a three quarters of a million. Over three quarters of a million name permutations. And by that, I mean, first name, last name first middle. Last all alternate, first name middle last first, like initial last name, all the permutations, you can think of that might show up because the nonprofit filings are non-standardized, we actually added over 800, common nicknames. So if your name on a proxy statement is Elizabeth Jones, we wanted to say you could be Beth Jones, Liz Jones, Lisa Jones Lisa, Jones, all the common. So we looked at 800, common nicknames and added them to those permutations that we already had. And then we tagged every name that was a common name. So if you were born in the United States in the last 110 years, we had birth records, the most common first names, the most common last names and we looked at the top 500 of both and every permutation of those. So we could flag you as a director, we needed to QA. We didn't want to say if your name is Jim Smith that you're the same Jim Smith who's on 70 million, nonprofit boards we wanted to actually figure out which Jim Smith is the real Jim Smith. So to confirm, you know, once we once we got all these common names and all these permutations, we actually match the names to the names in the not in the 995 filings. And then we focused only where the title in the 990 was a trustee or a director or something like that, right? Like we wanted to say you're actually a direct your here, you're not the president, you're not the accountant at the non-profit and if your name was a common name in particular we did a deep search through any bios in our database which is five years of BIOS in the Bios change, as you join boards to look for the name of the non-profit in your bio, This is a tremendous amount of computing power. We threw at this and we throw out every non-directory non matches. So we had a really concise list where we felt really confident that this director, and this time frame is the same director on this public board. Great. The goal here was to answer a question. Is there a hidden fist bump economy to get on these boards are non-profits feeder systems? Is it like the minor League's for for directorships? Having nothing to do with Merit because you all are forced to sit in a room at the same time, sip some champagne while you're talking about savings Starving Children, is that that networking valuable or invaluable to getting on public directorships, where the stakes are significantly higher and all. So do investors actually want that? Do we want directors, who know we each other outside of the confines of sort of the boardroom, the business boardroom and into these non-profit board rooms instead of looking at like track record of performance? Do we want directors who know each other in multiple ways? Because again, they're meant to provide independent oversight of management. That's what they're supposed to do. The results were actually incredibly Uh, the word might be depending on your angle terrifying or or how. So insightful. So, So we added 36,000 new Loops. So when you think about a loop, the way we think about Connections of free flow is person, John is on the board with Jim. Jim is on a board with an and is on a board of John. That's a loop. It's a circle. We look through. All of the loops there are about 140 or 50,000 of them on public boards. We added fully one thought about 30% more Loops to our existing database. That's a lot of new interlocks. It's a lot of new Loops. In fact, when we were done one of four Loops in the entire system, runs through a non-profit board. Now when I say non-profits, the ones are the majority of them are foundations. City associations, or sort of like State associations industry. Associations, those are the major feeders like the biggest one in the entire database was the partnership for New York City. They contributed 2,500 new Pathways for publicly traded directors. And remember, we're only looking at people who are on the boards of these were not looking at. Are you a member of the association? Did you like donate to the associate? We're looking at, you sit on the board, you're a trustee. You have to show up for meetings, you go to the gala's, you that, that's the role, right? You know, this doesn't surprise me because when we turn, when we term the phrase, the Chicago Mafia, which identifying these tight Circles of directors, at Chicago are Boards of directors. We know this a lot. A lot of them actually circulated through non-profit board membership, like the economic Club of Chicago, the Chicago ballet. Oh, all of the different Chicago, non-profit boards. We saw the public director's in and out of those boards constantly. Well the the mafia actually there's sort of like a version of the extended Mafia that runs the second largest representation in the database was the National Association of Manufacturers, we're seeing like their sort of Industry mafias at play which have a tremendous number of CEOs on these boards or as Trustees of them. In fact, for National Association of Manufacturers there were almost 1500 new Pathways in the data. So here's what when we were done with the sort of broad results looked like we had 18 just under 1900 company boards where we found board interlocks, where we found and that's on the publicly traded side. Right where we found, you're on the, you know, this publicly traded board and we can make a loop. They're about 1900 us only. Know this is global global. This is global and there are 9,000 companies publicly traded. But we only found about 1900 interlocks like companies represented in interlocks. Now, 377 of them more than 50% of the loops are just nonprofits. So, when you to put that in perspective, we're saying that effectively one in six companies. There, the majority of their interlocks are through non-profits interesting. The example of this is Domino's Pizza. We had really, we had two Loops through boards and when I'm talking about loops, I am talking about second degree or first degree. So a friend of a friend or a friend, right? We don't know if they're actually friends but that's the way to think of it. Domino's, Pizza had an 89 ex increase from two Loops to 180 Loops through just a few organizations, including the Business Leaders for Michigan and the Business Roundtable. There you go. 95 companies actually had zero Loops outside of non-profits. So in 95 companies we didn't have any Loops at all and now we know that there are interlocks through just nonprofits, interesting, when we were done, we basically were able to outline that yes, the hidden fist bomb economy exists, the biggest beneficiaries of it. When we look at for-profit boards, publicly traded boards, the average director in the US is connected to 4% of the other. There are other directors on the board that jumped to 19% when you add into in non-profits, but the biggest beneficiaries were CEOs and chairs where the jump went from 4% to 30% of the board. Well, this might actually explain why the most glaring data point and it has been forever is the is when you consider the The percentage of women now on us company boards, which is close to 30%, the CEOs and chairs is way, way low, right? That number is close to single digits and the networking might be the answer to why they're held out of those rules, right? They simply not networked in the right way. Well, I and I'll say this anecdotally, I have a friend who is an executive at a mega cap company board, the rule at the board and I was told this is a common rule at many like multinational corporations. The rule was that no one could join any Board of any kind non-profit for profit, small, local, large, whatever, except for the CEO, oh, you had to get expressed permission from the CEO to join at all. If they were going to give it to you and the CEO was allowed to when most of the Rest of the employees were not even if they were executive's. And we're seeing it in the data. Now, we're seeing it as an aside, this is disheartening news for the people who actually work at these nonprofits because they do you think they realized that their boards are being used, basically, for networking parties and now I actually to help run the non-profit. I think they know and that it's, it's a mutually beneficial sort of system in which the non-profit gets money. They're secretly wouldn't otherwise. Get and the only trade that they? Because they there is no trade on morality. The trade is on networking. So, effectively, it's money. Raised through the non-profit in exchange for network network. That's why, that's why you see a volts and Auto Zone director on the board of the local to tell like the Tulsa Ballet Company. Exactly, that's there's there. There's rarely, in fact, some of the interesting non-profits that had like some outside representation. Were local YMCA boards. Oh really? Because you know like the YMCA of Los Angeles is you wouldn't think you'd see it stacked with multinational CEOs, because none of those CEOs are gonna ever use the YMCA to work out in. But it's 100%, you're seeing we're in the data. Now we can see that there are multiple CEOs on these Boards of nonprofits and the reason why is because it's effectively hit. No one is done this work before you can't get access to Credible which but Springs me to this week's vote, right? So here we go entirely on Bill billed, on the back of this data, I'm just gonna highlight a couple, okay. All right. So one more, that's not a lot of work here, including extra vote recommendations that he's not going to talk about in the show. Reach out to us. Reach out to free flow analytics. Yeah, so you you mentioned Starbucks and I'll start with Starbucks Melody and left the board at Starbucks but my favorite is gone. Yeah, but she was a favorite of yours and the reason I could never really pinpoint in the data how mellody Hobson. She's also on the board of JP Morgan. How and she's been on a number of large large Mega cap boards. She's a very powerful figure and I could never quite figure out why until I saw this data. She is on the board of the Rockefeller Foundation. American friends of Bilderberg Center for strategic and International Studies World business Chicago and the LA organizing committee for the Olympics in 2028 as well as the Bloomberg Family Foundation. She has been on all of those non-profit boards in fact, on Starbucks. That's basically America. I mean, you just you just basically outlined America everything from Rockefeller to Bloomberg to the Olympics. Almost everyone on the Starbucks board was connected to her through a non-profit. Surprise me. Yeah. And and what we saw at least over the past 10-15 years of data, is that once company started adding more women to the board, they tended to be a bit overboard, right? Like other companies would use that woman to join their board as they they all kind of race to add women to the boards. So that means she's never like like she's never on more than like three or four of these boards at a time necessarily. But it does give you a sense, sort of a staggering sense. Of how these networks get built because mellody Hobson by herself. She is um she's a co founder of Ariel Investments which is a sort of mid large cap investment manager, right? Like yeah, nothing big nobody would write about Ariel Investments and, you know, no offense to Ariel Investments but that's not where the feeder fund of board members are really coming to like JP Morgan. Right? Exactly. So that was one interesting thing. There's no, there wasn't a lot else. Interesting on the Starbucks board per se, I would say quarters, I love those drink orders. Yeah, we could come back to those that. Maybe we should post those because I did do a deep dive of a seven year, dive in the year, different board members, drink orders because I want people to see the drink order of a former directors at former director. Clara. She, I want people to really look pay attention to her. Well, what I liked about the drink orders is when I ported in free floats influence. First, there did seem to be a loose correlation between the Simplicity of the drink order, such as a dark roast black, and the level of influence where you had more influence, right? With simpler drink orders. Like, I don't know that. That's a real correlation. I just thought I think it is. I think it is, I thought it was funny. Yeah. What else? What else? Moving on let's let's focus on Agilent Technologies for the large cap. 35 billion dollar company. Yeah. The biggest Pathways for Agilent Technologies, actually run through the biotechnology Innovation organization, biotechnology Innovation organization. I'd never heard of, but is a industry organization where almost every biotech CEO has been on it at some point or another, a tremendous amount of flow through in that particular industry and this is a common theme, a lot of flow throughs but in Pharma and biotech. What's interesting is it's not just CEOs like at National Association for manufacturers it's almost all manufacturing CEOs biotech Innovation organization includes academics. You see medical researchers presidents of colleges and universities where there's there's a lot of medical research. You see, like X NIH like basically your, your doctoral candidates all went kind of go through these, these places and non-profits are a key pathway for Academics to get on boards we don't know what comes first the chicken or the egg whether they get put on this a public board first and then this or vice versa. But there's way more of them on these sort of like organizations, these nonprofit organizations and there are on public boards. There is some good evidence or some at least early evidence that if you want to find an academic for your industry, you're probably going to meet them. At one of these nonprofit organizations, that deal with the industry. Yeah. It explains how they met them in the first place. Sometimes, I'm surprised to see a college President. I'm one of these Portuguese because where exactly does a do. These corporate types meet these, these smart people. So in terms of Agilent actual votes this year, they're staggered board. There's only two directors up Dr. Otis Brawley and Dr. Mekhail dolsten. I would have voted no against Otis Brawley because of his connections, except that it, this vote matters significantly less than the shareholder proposals because they're too one is removed supermajority for on the voting for the for the company and the board recommendation is for that remote. So it was a rare case where the board is agreeing get rid of the super majority bring with the Charlotte proposal. Yes. And the second one is removing the staggered board entirely. Yes. And the boards recommendation is no recommendation. They've I don't Know that how many times I see that really? They didn't say vote for or against these angels recommendation? I bet you that'll pass them. So the my recommendation is you vote for both of those, of course. And then next year, you can get rid of the super tenured directors, Heidi Kunz who's been there for, 26 years, George scan goes been there for 15 years and is super interconnected and Co bun. Hue, who's been there for 23 years? You can actually vote out the board members that don't make sense. Instead of waiting for their stagger, what else, what other companies are looking at. All right, so here's a middle school player. It's a seven billion dollar company. National Fuel and gas company National Field. Yep. Now I picked them because it's an 11-person board, and they didn't have any board interlocks inside of two degrees until I added the non-profit board data. And when I did, I found out that 39% of the board influence between David Bower, the current CEO, Ron tansky, the ex CEO and he was the company attorney as well and Jeff Shaw who's the CEO South West gas. They actually all run through the American Gas Association board of directors, interesting. So, three of the board members have interlocks through one Association industry Association. Tansky actually sits on two other public boards, with members of the American Gas Association too. It's a gas Love Fest for that guy. So then, you know, there's there's a number of connections that you can see elsewhere through this this Association, you know. It's it's relatively like, genius kind of Evil Genius from a disclosure point of view, right. Since these, the companies themselves are not required to list board membership, non-profit companies. They're only required to list board membership at publicly traded corporations. You can actually quite easily. Hide all the connections that your board members have to get together. You don't have to report this data. Exactly. And which is what makes it sort of, I think. Evil Genius is probably the way I should have described at the top but from a voting perspective. Now you have the data that you an investor should really be asking. My recommendation, is you vote? No, on tansky and Shaw. Should you have an ex CEO? And a guy who's been there, both of have been there for 11 years together and they are basically taking slots where this is 11% board but has only two women and one person of color and this is an opportunity to say do we need to have sort of hidden interlocks? Sure. Or can we open slots for Outsiders represent our interests? So my my wreck is vote no on Chancey and Shaw this year. And I'll wrap up with one more, a small cap company. Yeah, a small or cap. The last company I want to talk about is Maximus, is that a real company Max? It is a real company so I didn't I didn't never heard of it. It's a four billion dollar company 8 person board. No interlocks inside of two degrees. But three of the eight person board nearly half of this board all set on the Northern Virginia Technology Council. Okay. Now this is getting Hyper specific and local. This is not like a International Association of some kind. This isn't, you know, sitting on the national manufacturers Association or even the American Gas Association board. This is Northern Virginia's Technology Council, Northern Virginia. But that's the, that's the smart part of Virginia next to Washington DC. Well, this is a three of an eight-person board, all on that Council together. They rep 44% of board influence. Wow, one of whom, so that's what the classic. I feel like Rick Marshall coined. This phrase a board with an abort. It's it's very much. It does seem to be a cohort. One of the cohort is Bruce Caswell, the CEO, which means the suggestion. Here is Imani Richmond, Antonio's. On one of those in an Altman's, the other one, rich man, Tony has been 10 years on Maximus since 2006. And he used to be the CEO of this Company. And he replaced, he replaced, the former CEO who was fired for inappropriate something with a female employee, it happened in 2006, so there's no information on it, right? That happened in 2006. It must have been horrible. Yeah, so you have an ex CEO, the current CEO, and an Altman. Who is the chair of the nominating committee? All who sit together on the Northern Virginia Technology Council and on this board together. And I am a guessing that they carpool to that meeting map because Maximus is headquartered in Northern Virginia. Not not to make this board even crazier. And if investors vote for all of these people, they are not doing an ounce of due diligence. There is another director of fourth director. So fully half of the board named Raymond Ruddy. Okay, he is 81 years old. He's been on the board for 21 years this time because he used to be the chair of the board and he worked at the company until 2001, he's told on the board is 37 years, right? So another former executive on the board, Raymond ready, is the highest paid director on the board. And as the most shares on this board, but it's not the founder of the company, and I can find no evidence that he was the CEO. He's just been around for a really long time. Yeah. So you have three directors on the board who are sitting on the North Virginia Technology Council. And one who has been there for 37 years. All told this is a board that is entirely. Compromised. I know we like to talk about the Tesla board being compromised, but this is an example of a small cap board that no one pays attention to where the board is entirely compromised through means that are that are difficult to get to but obvious when you see them, My recommendation is you vote no on montoni know on an Altman and no one Raymond Ruddy. I'll tell you two things this could solve. Matt is that first of all the boards hitting overall 431 in total shareholder return. That's a very that's a low figure and also the gender influence Gap is minus 21%. So you could, maybe you could work on those two data points Alone by by with some board with Refreshments. So there are my recommendations using new data from free. Wow, that's a lot. I, that's a lot to digest. I'm guessing that we're going to be looking at the state and now regularly. And again, reach out, if you want to buy this data or talk about this day for people analytics, right? That's exciting, new data set, that's it. That's the proxy countdown for the week of March 3rd, 2020, five. Join us next week, when we jump back into the alternative democracy pool Forever on the lookout for shareholders Shenanigans, Dopey directors, and scandalous CEO paper.