Tyson Foods merits votes against, T-Mobile’s new COO’s family gets perks, anti-DEI proposal fails

This is proxy countdown. Welcome to the Big Show for the week of January 27th. 2025 alongside my tag team partner, Matt mcgarty, I'm Damien rawlas on today's countdown. the first woman of color to lead, a major US lender the new CEO of T-Mobile is getting pampered a proxy fight is avoided at Pfizer, Anti Dei shareholder. Proposals. Continue to fail miserably and on the big vote's. Our top voting recommendations. Start with the trade wire shrinivasan. Gopalan is the new CEO at T-Mobile. He will receive two million dollars in cash a giant pile of unspecified equity and in a true way of shareholder funds. Company paid first class round trip airfare for himself and his spouse and his children for two years. It's like a throwback perk. We haven't seen this since the 80s JP Morgan. Chase has raised CEO. Jamie dimon's compensation for 2024 to 39 million dollars. The 8% pay Boost puts diamond right on par with Goldman Sachs, CEO David Solomon as the best paid. CEO among large US Banks. Last week, Goldman disclosed that it gave Solomon a 26% raise. In addition to a one-time, 80 million dollar retention bonus US Bank Corps next CEO to be first woman of color to lead a major US lender. Good John caja Who was named the banks president? Last May will take the job in April, succeeding. Andy cheer, who will become executive chair? Microstrategy will now Grant new directors, a golden hello package, consisting of two million dollars in equity. Nothing spells Independence like a 2 million dollar handshake. That's a lot of equity. Incredible, incredible amount at Fiserv. The golden hello package for new CEO, Michael Lyons. Consists of a replacement Equity award value at roughly 28 million dollars. And a very eerily, specific cash payment of 11 million 665,108.57. Ludicrous amount. It's just ludicrous to be that specific. I'm sorry, it's just irritates me and finally at telephone and Data Systems the controlling Carlson Family. Is playing. Now I get to be boss. Musical chairs as brother Walter Carson becomes CEO. While brother Leroy Cole Carlson becomes, Vice chair. Walter has been on the board since 1981. And shares in 2002 Leroy Leroy, has been CEO since 1986 in a director since 1968 Lee Roy. And Walter's sisters, Leticia Carlson and Prudence Carlson. Also serve on the board, but don't appear to be eligible to make big decisions. What year is telephone and Data Systems existing in? I don't even know what telephone Data Systems. I see the word telephone, I'm like this company is a real company in 2025, Let's move over to our proxy cage matches. The only big news this week is that nothing. Nothing is happening at Pfizer. Activist investors, starboard value decided not to nominate any directors to the advisor Pfizer board. So that's it. Nothing else really going on. Vote results table. We're actually the proxy season is sort of trickling, in kind of beginning, we have five big boats to report on. At Micron, these are all large cap companies at Micron Technology. All directors received at least 94% support, however, say on pay received 16% against. So, it was a little bit of a Discordant vote there. Kind of kind of a little bit into it all directors received between 92% and 99% support at Jubilee. 40% of Voters rejected, directors, John plant, and Steven Raymond. This is a really high total and when you look at the maybe reasons it, it's a bit of a head scratcher because I think you could find these reasons for at least 20% of every board. But Steven Raymond chairs. These are my guesses. Steven Raymond chairs, the nomination committee on a board with only two women. And John plant is this is already the CEO of an S&P 500 company. Helmet Aerospace will also serving on two other boards so maybe that's why they're maybe they're targeting overboarding and they're targeting a board that doesn't like women. I don't know. I I mean but 40% that's a really high total. It'd be nicer. If it was 51. Yeah like that all. So, nearly 30% of jbeil shareholders, reject say, on pay. Again, that's a really high amount. I, I don't really know why. I'm hoping, it's partially due to an embarrassingly high. CEO pay ratio of 500 and 515 to 1. Sorry there's never a need for that. But again, I don't actually really know why their paid plan looks as sort of odious as every other pay plan. I see, maybe even less odious, so I don't over 300. The stock is up over 300% in the last five years. And the manager ratio is, I not anything to write home about. I can't understand Charles Behavior. I try, I try. I try every year. I don't understand it. I Costco. All directors received at least 93% support, while the anti Dei, proposal received less than 2% support, and Visa average support for directors was just above 98.5%. That's a really happy shareholder group. The anti Dei proposal from, I think, from the same proponent as Costco received less than 1% support. Really got beaten up a Visa while a simple request to remove directors. If they fail to straight votes, only received the support from 17 percenters. I don't know why, that's not just should we do some basic math, you vote out a direct twice in a row, still can't get rid of them and I don't know what visa shoulders are worried about that they support directors about. If you round up, they support at a tune of 99% support. So when is direct going to receive two straight years of, I don't know. Anyway, let's move over to the big vote. I'll call this, the big vote picks, Matt, Matt, and I had a list of about I think it's about 10 large cap companies that have meetings coming up and we both went off on our own and came up with our own sort of suggestions of how you might want to vote. I don't I don't know what Matt looked at. I don't know what he's gonna say but you want to you want to lead us off here, Matt? Yeah, so let's start with the director pool. So this is the theory. The theory is. If you are an investor this week you have to sit down over the next week and make a bunch of votes for. Agms that are happening in the following week. Any AGM, you know, you want to get your vote in so you're going to get them in in the next week. The companies there's about 12 of them, they include Accenture Emerson, Electric Rockwell Automation. Tyson Foods Dolby Labs Franklin resources. As there's 12 of these companies, the director pool is 128, directors up for vote this week at these companies, okay? So you have 128 votes choices. So I wanted to actually go through and then say, well let's look at the directors that have at least three years tenure on, at least two boards meaning, which of those 128 have some history. Okay, well we'll use this as our, our basic starting point, there's 93 of them And then I wanted to say which of them have, do I have some TSR data history in the free float database? As in which one of these? Can we evaluate their performance? There's your, there's your meritocracy, write your TSR data. That's exactly what I'm gonna I'm doing 71 of the 128 directors, because there's always a bunch of rookies, people who haven't been on boards. You know, you don't have as much data about them, but let's take a purely meritocratic. Look at the 71 directors, where we have deep data, multiple boards enough history. Let's do it and we're going to fire the bottom 10% of it. Okay? That's what we're gonna do. That's seven of the worst performers this week. This is very, very simple. When I say the bottom 10% of them, I think if you did this every single week, you would get rid of the bottom 10% of all boards, you know that you could vote on your emulating. What a lot of large corporations do in publicize, which is they, they do routinely kind of lay off the bottom performers and replace them with people they Think, would be better at the positions. Exactly. All I'm doing is what you already doing in these companies. I'm just doing what the directors. So in terms of performance, let's set some rules. I said, directors with batting averages less than 400 and TSR. So the average director that's 500 batting below. 400 means relative to your direct peers. On every board you've ever been on in the last seven years. You you are below average. Okay, below average, TSR 1000 is the best 0 is the worst. I said, let's go batting average just below 400 and TSR. And then I wanted to do and that's at the company where they work and then I wanted to do across any company. So basically, I want to say during your tenure at this company, Did you deliver TSR and then during your tenure at any company, did you deliver? At least average TSR those are the two most basic questions you can ask, right? Okay. So you're looking at all the all the companies looking all the directors from all the companies up for election. Up for election here. And those TSR batting averages are not against the companies that are just having an election this week, that's Global. That's every company in the database 9,500 plus companies, right? So I'm talking about 90,000 active, direct 85 to 90,000, active directors, this is where you rank your below average, Globally. So you don't have an excuse, okay? And then, all I'm going to do is sort. whoever it was left by the highest influence directors, meaning if you underperform, and you have a lot of influence on the board, That is not good for the board. It means that whatever decisions you've been making. I've been working and you keep having power to make those decisions. So here's your top seven. Okay, out the bottom, 10% your your top seven and remember it's only from these 12 companies. So number one first Kevin McNamara of Tyson Foods, okay. We already have already have some overlap here. Yeah go ahead. We gotta say right up front. Dual class family owned. You have no rights and so your the Tyson family owns this company, this is a symbolic vote but Kevin McNamara. That's 251 on earnings and 335 on TSR failures a failure, you are getting bottom quartile earnings and bottom third of TSR For his participation that's kind of as low as we see in our, we don't see much lower than that. That's pretty bad. Well, as soon as you hit the 250 range, it really is hard to get worse than that. It's like this is a giant bell curve, so it's hard and he's been there for a long time. So he's been a consistently, a giant loser for several years. Exactly. This is, yeah, we're only focused on consistent losing. We're not focused on like last year. Losing I, I gave them the benefit of the down and said, just lose over time. This is he's been there since 2007. Okay, who else? Number two Patty Wilson of Rockwell Automation. How do you Watson now? I'm sorry. Watson. Yeah, um, now Patty is actually strong on earnings and I think Rockwell's board. This is when you get into the analytics of the data, right? They earnings batting average, Patty. Watson has his five ninety two, but TSR is 331. You could easily argue that Rockwell's board is just doing a horrible job selling the company, right? Because we've seen this the board outperforms on earnings but underperforms on TSR. So I went to look at all the board members and their knowledge according to free float data. 28% of the influence on the board has economics background. Their Finance. People 16% have building construction backgrounds, but only 5% of the influence on the board is sails right? Meaning You could add a board member here. If you get rid of Paddy Watson, you can add a board member here that has a more extensive sales background or marketing background brand awareness, just a better presence when it comes to that. That could help push the TSR up because you're selling the company that would be the idea, oh let me add to that. We've also seen in this situation, that often directors with have very low controversy scores but sometimes it's controversies itself that tracks down TSR. So, also, maybe an opportunity to look for directors in our database with extremely high controversy ratings. I love that so does my dog. So, does my dog, the dog is in, on Patty Watson. Number three, Pam Murphy. All of what Rockwell Automation with the same exact problem 697 earnings. So almost batting 700 on earnings, but 357 on TSR that is like like great earnings history and this is a long track record. So this this is a, this is a person that's bringing you the money into the company but not getting the stock return that you'd expect. Number four. Greg, Johnson of Franklin resources. 327 earnings 365. TSR you're getting nothing for Greg Johnson. Right, it's a whole lot of nothing. number five, Barbara Tyson Tyson Foods, Barbara Tyson 258 earnings, 391 TSR. Like I said, dual class family owned company, so you have no rights. But this is a case where investors have put up with long-term controversies long-term underperformance. Horrible management, succession planning, do we need to remind you about the 30-something CFO that they had to fire? Like who was a Tyson, but they had to fire him, because a multiple alcohol-induced incidents about that. I mean, it's insane. How badly run this company is you're not getting anything in terms of returns. They're not even earning near the top Court like in the middle core tile of earnings. So you're getting worse. Averages? I've seen for any which which is also why John Tyson is the next one on this list at 2:58 yes sir the Tyson's are effectively ruining their own company. Sure. Dragging down your shareholder value as you go and they ensure they ensure the ruin of their own company by by putting in rights that give them ultimate power. And finally your your number one vote out is Rupert. Johnson of Franklin resources. He's the vice chair of the company. He's also a nepo baby. Oh, who's gotten you 327 earnings 373 TSR in fact. The theme of this week, Franklin resources is effectively a family-run firm also. There are multiple nepo baby companies this week. I want to remind if you're an investor for every meta that gets you, lots of TSR and you've been very happily giving up your shareholder rights. To a dual-class dictator, you get a frankly resources and a Tyson Foods that underperforms for literally years and your vote still doesn't matter there. There's a lesson here. If you're an investor a you should not invent. These are not investable companies over the long term because the longer that you sit in those companies, you might make your, your winning in the, in the, in the short term at a meta. But the longer you sit in the company, the harder it is to sustain. Their are very, very, very few instances where nepo babies sustain the same level of other companies. Number two, you can't vote out the directors at most of these boards, but you can vote them out at other boards, you can make it untenable to be on the board of a nepo company. So think about doing that. So that's my top seven. I mean, that's where that's where he came from. From imagine how ludicrous you must be an investor that you're trusting a company to handle bird flu that's like running through their supply chain. With a company that hires their CFO based on nepotism. I mean what? Yeah it's a it's crazy to entrust the company like that, but it's just unbelievable. All right, I have a slightly different perspective, although we do have some overlaps in our, some of our recommendations here. I'll go in alphabetical order. I only looked at. I'm only gonna give no recommendations from three of the companies. Hey, if anyone listening Love's, what Matt saying when I'm saying once us to do deeper dives into the, into the whole list or specific companies, please reach out, I'm gonna start with Emerson Electric, I'm going to simplify Sam pay for you this year, for my perspective as an investor, if the CEO pay ratio is over 100 to 1. I'm going to say no to say it, really? Wow. And if it look, it's not a binding vote. So I'm just sending a message. If that's too scary for you. As an investor. If you think that's taking it too far. How about we at least? Agree on this very simple threshold. Let's call it the new 75% of meetings. Attended investors usually vote against directors who fail to hit 75% of meetings. If your CEO makes the average worker pay on the first day of the calendar year then you vote. No on all set. No really if it's above 365 to one you vote. No on any sandpaper. How about we just create new thresholds to vote against things in other areas because otherwise if you don't have these easy triggers, you're never going to vote for anything. You just, you never gonna do anything. So at Emerson Electric that CEO pay ratio is 426 to 1 so that's a no. The other thing I'm looking at is gender gap. The gender gap. Here is a minus 14% which is way too high. So here's another easy trigger for you if you're looking for ways to kind of change your your your your voting patterns, I'm going to say vote, no on at least one male nomination Committee Member if your board has a gender gap of at least 10% negative 10%. That's very easy threshold for you. So let's let's explain the general go ahead and for anyone who does know it. So if you take the percentage of, you know, women on the board, for instance, if that percentage is 30% women on the board but free flow analytics data shows that those women have, you know, 10% of the influence or power on the board. That's a negative, 20% gender, power Gap, meaning the women are in the room but they don't have power and you a crew power through things like getting chair rolls, having large, share our ownership, you know, not being not being in other like everyone else in the room is connected but you're not not being an outlier in some other way like basically you are an Cool member in that room. So, that's how you accrue that power. And that's why this year, a lot of my recommendations are going to include promoting people from within, to hold these leadership positions because this is one area where the companies are just failing to do. So at Emerson Electric you, unfortunately, you only have four choices. This is a stupid classified board. So only four directors, or up for election. So for any people listening who put up shareholder proposals, how about declassification Emerson Electric next year. But luckily for us the nominating committee chair is one of those people up for election. That's the CEO of the Business Roundtable of all things, his name is Joshua bowling he has 12% of influence. So goodbye. Josh, that's easy, right? And how about how about we do something that I've been advocating for a long time, which is, we vote out the CEO off the board. The CEO still has a lot of operational power day-to-day power, I don't think we need CEOs on every S&P 500 board. In fact, the chair of Emerson Electric James Turley who's the former CEO of Ernst & Young, is already more powerful than the CEO. So let him run the show. We don't need it. So my recommendation I mentioned electric is no on Sam, pay and vote out. Nominating committee chair, Josh Bolten and and the CEO. What's the CEOs named Kara, Son by I think that's the last name. So that's Emerson. Electric at Rockwell Automation. The gender gap is low minus 6% so I'm not focusing on that all. So they're hitting 666 overall according to our data. So there's a lot that's going on there. That's very positive. So I'll say this, they have a lead director James Keane, who's been on the board for 13 years. I'm going to create a new rule for you. Again. If you're looking to kind of to actually make have an impact on your vote. I say we copy the United Kingdom and we vote no on any lead independent director with at least 10 years. 10, I love that period. I love that. Don't even, don't even worry about it, just vote. No, and again, this is not meant to be aggressive against James Keane. All this is going to analyze analyze Rockwell Automation. What, what kind of skills, what kind of other backgrounds do you want to represent, nominate that director to to fill that role? And I have, I already have a lead director for you. It's a very, it's a powerful woman of color. She's the chief accounting officer of Microsoft. She's already on your board Eliza Jolla. She's already there make her the lead director. She's only been there at Rockwell for two years. She is your perfect lead director of very powerful woman there at Rockwell Automation And again, I'm going to say vote. No, on sampay. We have a CEO with a 306 to one pay ratio. So, that's my vote at Rockwell Automation and let's end on Tyson Foods. I have some overlap with you. Matt, there are just too many directors here named Tyson. This is easy. Look, Matt says, get rid of both Tysons, which I'm fundamentally agree with, but I say that's too hard for you. Pick. Pick a Tyson and this one's easy. This one's easy. You absolutely vote out. John H Tyson, I'm, he's the former CEO, he's the current chair. He has way too much power. It's his kid. It's his child that he appointed to be CFO without the right background. There was no merit to make John R Tyson the CFO. John R Tyson already arrested numerous times and fired. John H Tyson is the person, the blame for that, get rid of him. And Matt, I agree with you, get rid of Kevin McNamara. The dude has been there since 2007. He's hitting one seventy four. Overall, you don't? Ya directors in our database who suck that much. He's been consistently sucking since 2007. So again don't seem don't look at this as an aggressive posture, just find it. Direct her who you think will actually help Tyson Foods. They're battling a lot of problems in the supply chain. Help them out. Get our get a direct with an actual brain in there. um, And finally, I'll say vote. No on Sam pay. They have an outrageous pay ratio of 525 to one, just ridiculous. Come on. What are we doing here? Vote. No on sound pay. All right, let me summarize really quickly. And before you go on information, a lot of information, um, some new rules, rule, number one, vote against CEO pay rate when the CEO pay ratio it, when the CEO makes more than the average employee in the first calendar day a year. That's so easy. Yeah. Um, number two, it's a gender power Gap is, at least is at least - 10% meaning we are outliers. You, you have women on the board that have no power. You vote against a numb Committee, Member preferably chair. But I'm Committee Member or is male or when you're, when you're, when you're advocating for board changes, even before you get to the vote when you're making meetings with these companies, why don't you recommend promotions within? I mean, like I said for love it for I said, for Rockwell Automation, you have to Microsoft's Chief accounting officer on your board. I mean, that is extremely powerful. Make her put her into leadership. Number three. And this has this, this goes down as one of my all-time favorite rules, vote. No on any lead, independent director with at least 10 years. We did studies here that showed the lead independent directors. Often the longest tenured and the most tied to the existing CEO and chair, rendering them pointless. There's no independence of a lead independent director who's been there for more than a decade? That seems like a very simple rule, like cosine that rule. All right. And then your, your last role was there was one more role. The last rule was get rid of a Tyson, I'm going to call that a rule. Yeah. Anywhere get any board there Tyson anywhere and look at a Tyson and we're not just doing this for Chuckles and Giggles look at our data good or free flow analysis.com look at how poorly this this board performs. It's easy. You're going to want to get rid of a Tyson if you're invested Tyson Foods. Anything else Matt before I wrap up? No, that's it. That's the proxy countdown for the week of January, 27th, 2025, join us next week. When we jump back into the old alternative democracy pool Forever on the lookout for shareholder sharks and Wayward directors, drinking rancid. Water that sounds gross.