Transcript
This is proxy countdown. We are back for 2025, welcome to the Big Show for the week of January 20th. Alongside my tag team partner Matt McCarty, I'm Damien rolison today's countdown Ulta Beauty has come to their senses mellody. Hobson is Googling Duncan No more women at Southwest Airlines. ISS has very picky tastes and on the big boat. Is this the year shareholders? Come to their senses on drug kingpin Stefano? Matt, let's go over to our trade wire. We have a bunch of stories to cover since January 1st. CEO. David Kimball has resigned to Ulta beauty and has been replaced by CEO Keisha Steelman. This should also correct. The boards negative 7%, Gender Gap at a company where about 80% of customers are women, JPMorgan Chase elevated Jennifer peep shock to CEO as part of a new management reshuffling. But the bank said that Jennifer does not want to succeed, Jamie dimon a CEO making the race to replace him all the more confusing. This means that all so that the man who used to be known as the hit by the bus executive Daniel Pinto. He was the CEO. He will be stepping down in June so nobody knows what's going on at. Goldman Sach at JP Morgan. Chase. No one knows who's replacing Jamie. Doesn't have a boss. He said, so himself. Well, now he has no hit by the bus Daniel Pinto to take over. If he's got no successor. Everybody wins. It's strange to a point a co-owned that immediately announces that she does not want to take over. No, it's very strange. Number two, that's usually not what you do. The first day you get a job. That's correct. The corporate world has lost a 95 year old executive, chair Milton Cooper, at Kymco reality Realty. But don't worry too much as he will be sticking around as chair or merediths. where there will be an envelope under his chair, every year with 70 thousand dollars, cash and 175,000 dollars equity, An elite group there are only 81. For directors, in the United States that are over the age of 80 years old. So it's, it's a little sad for him to step down. He's, he's part of the 80. Stepping down but not going anywhere. Long time Duke Energy CEO and chair Lynn good. She will be resigning after more than a decade, she's being replaced by Harry Sedaris a CEO while lead. Independent director. Ted Craver will become independent chair. So a bit of a victory there for corporate governance, but not if you're a fan of female CEOs in the S&P 500, Two top, women are stepping down. Southwest Airlines. This one confused me CFO. Tammy Romo and chief Administration officer Linda Rutherford are both resigning. This appears to be a win for the anti-diarrheal. Uh, I don't think so. Actually, I'd have to double check on that, but my, I remember, I remember thinking that and I think it's all white men, that's impressive. Where did they find all the white men? That Merit, those positions? I wonder again the most fascinating part of this, to me, for the anti Dei crowd. Is who really? Who are they gonna blame when things go wrong at companies? I really have like black shareholders. Is that a thing? The Grand Dame of corporate governance. One of my favorites is out a Starbucks Melody, Hops, and who has been chair of the audit committee. She was vice chair of the board. She was chair of the board. She was all. So the independent lead director, she is stepping down from Starbucks after almost two decades. This means now, that CEO Brian Nichol will rule with an iron fist as Melody is walking away with 22% board influence. This really is Brian Nichols show. Now it's wow, it's just Tammy. Yeah, Kristen rigs. President salty, snacks. Of the Hershey company, has resigned to pursue other opportunities according to the filing but Matt what other opportunities could there possibly beep? I mean, president sour pickles, vice president, sticky pudding. I don't get this. Why would you why would you step down as president salty? Snacks? I don't understand. Maybe she's maybe. She's a sweet tooth. Maybe maybe she's just in the wrong division. She's been hiding. It closet is Sweet Tooth. And finally, Goldman Sachs CEO chair, David Solomon and see 00, John. Waldron each received retention, Grant's worth 80 million dollars just to keep doing their jobs. Matt, seems that 39 million dollars was not nearly enough for DJ diesel. I guess vinyl is expensive. These days is that to take away here you need some more scratch. Look I I don't understand this at all considering it was a year and a half ago. They were talking about firing him because he was distracted by DJing and there were not solid returns a Goldman. Now, they're giving him an 80 million dollar retention bonus. I mean, Isn't this paying, you know, an executive for work, they hope they're going to do because they didn't like the work he was doing. I look this is just another case for make sure that the people on your board when your CEO make sure that there are people. You know, they're friends that come from networks, you know, you know, make sure they're they're there to rewrite compensation policies for you. Yeah, that's just bump you. Do I get 80 million dollars? That's the way that works. Please do. Yeah. Can I have half? Let's move over to our proxy cage matches. I have a feeling it's gonna be a busy year with activist investors. Let's start with the first three contests. I know this under intense pressure from activists investor mantle Ridge are products announced that it will separate the roles of CEO and board chair. And that the current chair CEO and the current CEO and chair. Seth fee Kissimmee will step down, matt. You know notice that good corporate governance. Things seemed to happen when activists and investors getting involved. They always they always start with like a nice little. Let's separate the roles of CEO and chair, right? But only only when the activists are involved. Mantle Ridge is also nominated for dissident directors to the airports board. Now, glass Lewis supported all four directors. But ISS said, yes, to only the three men but not to the black woman, Tracy McKibben. That's a little odd, odd thing there for ISS, the vote was actually held this morning. There's no official tally out, but the preliminary tallies out of mantle Ridge show, I mean, out of Air Products show that mantle ridges founder. Paul hilal Andrew Evans, and Dennis Riley have all been elected as distant, directors, while shareholders have rejected the CEO Kissimmee, and the lead director Edward Munster. So, once again, things seemed to happen when activist investors getting involved. Yes. So glass Lewis and I assess they supported everybody on the board last year. Why would they support getting? Is it really? Just, they are we only considering one year, like, is anyone looking at this and saying, the last year was really terrible, we need to flip the entire board, or does no one. Do their job until someone like, mantle Ridge comes in and says, this is been terrible for a long time and needs to change. And then everyone finally does the first bit of research. Well, The thing that throws me too, is that as he pointed out, they support everyone every year. And suddenly mental Ridge comes along, but why is ISS supports everybody every year supports, even the people that mantle Ridge say, are they should nominate except the black woman. Like, what's why not just say yes to everybody. What are we doing here? ISS but then I don't have it in. You have a bunch of investors who say routinely that they do not do whatever ISS in class Lewis, say to you, that's not the way they operate. They make their own assessments but only when an activist is involved and ISS and glass Lewis say they should support the activists. Do you directors flip so is no one actually doing their job when it comes to voting, I think, you know, the answer to that question, Matt. The next proxy cage make activist investor gate. More Capital Management has called for the replacement of you gov CEO. Steve hatch based on a crappy, share price and and Berrington Capital group, owning, approximately 2% of Matthews. International is nominating three directors to the Matthew's board. A vote. Let's move over to our vote results table. Earl, it's early on the 2025 proxy season. The only two large cap companies that I could find. Were that voted were DR. Horton and zscaler, no cost. Nothing happened at Dr. Horton shareholders, are happy with everything zscaler is a little more, interesting shareholders narrowly passed. This really Shifty Amendment to the company's 2018, Equity incentive plan that eliminated the plan to original 10 year term, clearly just the benefit. Executives shareholders said, 56% of shareholders said, yes, but the problem here is that the co-founder CEO and chair jodri appears to control anywhere from 20 to 40% of the vote. It's kind of unclear. There's a lot of Family Trust going on there to 40. Well, I think, you know, I checked msci. Msci says they, he has 20% of the vote I think they could be wrong. I think he might actually control a bit more. But anyway, all so shareholders, also 40% against overboard of Charles Giancarlo. So again another one of these situations where Some some things irritate shareholders. Like we, we often joke about how if you, if you're under 75% of bored attendants meetings attendance, you'll definitely get a vote against you. And also it appears to be maybe if you have if you're over boarded Through a shareholders are upset but it's the pattern is really not clear or consistent. Oh, what if that 40% vote against was Jay chowdry, do you think? Well, that's that's the that's what's why I mentioned that? Because it would suggest that nearly every shareholder was a was against Giancarlo. If Jay supported his fellow director, right? I don't know. I so I don't know how suddenly shareholders All the side on mosque. Because I mean this couldn't all be the effect of ISS and glass Lewis. Could it be? Maybe it is. I mean, their their general, you know, top level policies are their most basic policies. Include voting out, overboarding voting out, attendance failures, that they'll gently recommend against those directors. So, it actually just seems to be everyone is following the most basic inane, least analytical approach to proxy voting. That does seem to be what it is. All right, let's move over to the big Vote, or I guess I should say big vote. We're gonna try something different this year, instead of going into extremely deep dive on one company. We're going to try to cover several companies at once. Although, if you want a deep dive of a single company, we're happy to create that for you, reach out to us and we can work out a deal. I love Matt's deep Dives that we did in the past, but let's let's try a little bit different. Matt, we've selected five large cap companies to begin with that all have meetings coming up next week. They are beckton Dickinson. Visa Jacob Solutions, Walgreens and Scott's Miracle grows at the one you wanted to add, yes, God's miraculous. So we'll just go back and forth here, Matt, we can we can we each looked at these companies independently and we each have a few recommendations for voters. So why don't we start with Scott's Miracle Grow? All right, so I think there's um, I I structured these with an obvious win and then I'm back door when and and then maybe a fan favorite shareholder proposal. If there is one like it the obvious win here. They're almost never is but obvious when it's Scott's Miracle Grow is look, this is a company that has made in the bottom third of its industry. Here's over the last seven years, it's hard to say goodbye. I know, but Hagar Dorn, Jim Hager Dorn. Who's the CEO and chair of this company is the kid of the founder of Miracle Grow. And he made the merger habit. His he helped make the merger happen between Miracle Grow and Scots and 1995. But it's 2025. It's time to ditch the nepo, baby. It the I know he has a significant amount of shares. He, I think his family owns 26% of the voting control but this is a man who's overseen. Paying fines for coding bird seeds with pesticides, lethal to birds. He is actually paid fines as at the head of Scott's Miracle Grow for a limit 11 criminal violations of insecticide, you know, regulations. So At some point you say isn't enough enough? Can we move on? So I think that's the obvious one. Okay. I do have a back door win, too. Like I said, the Hagar on family, owns, you know, a quarter of the voting control, just through Straight share ownership. He's not a formal dictator in the free float database, but it is a totalitarian company because the level of control, he has it usually means that everyone in the boardroom votes in lockstep with the family, right? You don't vote against the family. It's like a just like a mini Mafia. It doesn't mean you can't hold directors accountable on that board, but it usually means that investors don't But if you want to send a message to a director and we said this before, you can find a director who sits on another board and send the message there. In this case, Your back door win would be a vote against David Evans. David Evans is on the Cardinal Health Board, it's not a dictatorship there. So if you don't like a dictator, if you don't like a board that enables sort of the family to continue being mediocre, then you can vote against Evans some place where you have much more leverage over him like on Cardinal Health and you vote against him here to send the message that look. It's time to start, you know, pushing back against the family. I, I generally agree, they're only four directors up for election. Unfortunately, at this board, one of these insipid boards where you're only allowed to weigh in, on a portion of the directors, every year, Matt, it's a little, it's a little tricky for me. First of all, there are only two women on this board, which is really rare at a large cap company. So, at a minimum, I'm telling, I would say to Target the very useless, Steven Johnson and Adam ham fit hand to both been on the board. Since 2010, they have extremely combined, they have like 5% of the influence, just get rid of them and get two women on the board. That's seems like an easy win and all. So, the other tricky one is Catherine Hagedorn Littlefield. You mentioned family. Now she's on the board with. Is it her father? Is that who it is? I'm not know. They're both the same age, brother. Sister, husband wife. I'm not really sure. But do we need to match to your point? Do we need to family members the problem? These are the net balls. You get rid of right, right. But the problem is, if you get rid of Catherine, you only have one woman left, which is outrageous. So I mean, women like to kill weeds too, don't they? I mean, they want to kill birds and weeds. So yeah, that's my kind of easy advice is at least get rid of the two useless dudes who've been there since 2010 and replace them with women. So that's it for Scott's. Miracle growth mind with Well, we're aligned with Evans and I would say for Hampton. He actually is on another board too 1-800 Flowers which is another sort of family run totalitarian company. It's like at some. Yeah at some point do you do we really need a guy who just goes from family to family that like does things like grow flowers and kill things around flowers. Like you know find something. Let's let's try a new angle here. Yeah, I'm with you. How about back didn't Dickinson? This is a company where actually covered extensively last year. What do you think about beckton Dickinson? So last year I was Pro Bertram Scott mostly as a counterbalance to the the new-ish CEO at the time this year. It's Bertram, Scott is not a counterbalance. He is not independent. The obvious win here is when you're lead. Independent director has been there for 22 years and has one of the most powerful networks of anyone on the board. It's time for them to stop being on the board because they're not independent. They're just being used to bring in friends and actually bolster, you know, the management. So, I I'm out on Bertram Scott. I actually agree with you on this on, on Bertram Scott. I looked at this company as focusing on our data a lot for my recommendations. Free flow analytics.com. They have a beckton Dickinson. Has a minus 18% gender gap. So this is a boys club going on at beckton Dickinson. Maybe this is why we see a CEO pay ratio 396 to one it's ridiculous. So I say not only get rid of Bertram Scott and his 11% influence also, get rid of the compensation committee, chair Andrew Ecker and his 8% influence. And there you go you've kind of one back your gender gap. If you can get two powerful women in their place, that's my point of view. How about Visa? Visa is always a complicated one to analyze. What we have on Visa mat? Visa is complicated especially because they have like 19 share classes as a result of antitrust action against them. I think the obvious win here is a vote against Francisco. Javier, Fernandez, carbajal. Okay. Um, I don't know why investors keep voting for a director. That's been there for 17 years in the UK, you're not independent after 10, right? So why do investors in this country? Think that a 17 year vet to a board with a below average batting below batting average on TSR and earnings? Why do we think that that person not only deserves to be there? But 17 years, they're still independent. He's all so one of three directors who've stayed on the board since Al Kelly CEO ship. Since the time when Alfred Kelly was the CEO, it's time to go. I know we're all about continuity and we like to keep people in place for long periods of time. But, you know, it's not you're not a monarch, get off the board and invest. Wake up 17 years is too long. It's way too long to be on the board. Which brings me to a backdoor win, okay? Visa is one of the most connected boards in our entire database 55% of directors are connected and of the board members. Currently Denise, Morrison is by far the most connected on this board, she's connected to four directors on the board. Now, five different ways, but also connected to departed board members as well. So she has a lot of connections to visas current board and its passports. Why it matters? If you're sitting on boards with people who are in your business Circle, It's really good for Expediting a decision. It's really good for going out there and getting something done quickly. A short timeline to getting to agreement but it's really bad for risk assessment. And the risks were talking about are massive. Visa is currently still trying to settle antitrust claims, it has with between it and MasterCard that monopolizes payment networks. It's actually been accused of shutting down competitors by buying their partnership, so that they won't compete and offer cheaper products. It is on its board is a bunch of Blue Chips. Us companies who all have their own problems and are basically still sitting on boards someone from Clorox, the CEO of Clorox, major data breach in the last year and a half goodyears, they have more than 70,000 open. As bestest cases. They're being sued by the EPA right now. Disney who's had a rash or problems with succession planning, not to mention that everyone is calling the woke. I that could be a problem somehow, but Quest Diagnostics 11 million patient data breach This Visa, if you're going to data breach, someone Visa is the perfect company to data breach. And you have at least two directors who have overseen horrible data, privacy practices in the last two to five years. Yeah, so this is gonna work well with my recommendation coming up. Yeah, go ahead. So I think Denise Morrison is a good place to start by getting rid of one of the most connected board members on the board. But really what you want to do is start to call over time these directors who all know each other, who all come from this network, that clearly doesn't value certain things like data, privacy is a problem with these directors, the, why do we have them on the Visa board? Just because they know each other, that's a horrible reason. So it's time to start voting them out before you get to the shareholder proposals. Let me just add on to the because I kind of in alignment here. Again, once again, I'm I, I'm going to be doing this a lot this year, I was focusing on the gender gap at these companies, so Visa has a gender gap of minus 11%. They're led by two men who control about 40% of influences to CEO Ryan macaroni and the shared Terry Lundgren. My thought is that it's time to break up this club. I would suggest you vote Terry Lundgren out, but or if, you know, if you are, if you want to do some kind of negotiation with Visa, I would suggest trying to demote Terry along and get him out of the chair position. You have a woman on your board right now, who I think is perfect for the chair, especially by based on what you're saying. Matt, first of all, she's 51 years old compared to Terry, who's 73 and her background. She's a finance background. She came from Oracle and most recently. She's CEO of a cybersecurity company. To me, this, her name is Pamela Murphy. That's your chair of Visa. That's who you should promote to chair. You don't need Terry Lundgren. That's my point of view on their board. Yeah, I have no problem with that. I you know, I didn't, I wasn't thinking about replacement, I was thinking about here, the obvious problem because it investors are not Yet. See even articulating with the problems are on boards. Much less the fact that you can replace them with somebody who fills a need. Well, here's why I approached it from that perspective because I know that a lot of our clients are potential clients or people that we talked to or uncomfortable, you know, with the very aggressive, no vote, right. But before they get to Nova you know maybe ideas like this could give them leverage and I know they get to have conversations with these companies so maybe they can approach it from a different perspective. So, what do you have on there on the nauseating shareholder? Proposals going on a Visa? One of all, this is a fan favorite baby. This is great. Um, the national sarcasm detectable policy Center, And nlpc, that one of the, you know, National legal public policy, Center research, you know, those those really banal named, but horrible organizations, probably one of our greatest leaders of hate these days in America. One of them greatest like organized, you know, proxy hates. I've never just Nlpc makes one of the most wonderfully cynical asks for a report as a shareholder proposal this year. They're asking for a report on how the company. The company says, in a lot of places, it doesn't discriminate against people based on gender sex, you know, religion all the typical things that companies don't discriminate against because either they legally can't or they know that you're trying to attract the best talent. Well, nlpc decided that because they say they don't discriminate against gender, they might actually be discriminating against detransitioning employees through its benefits program as in their benefits program, doesn't specifically say they will cover D, transitioning, employees, and by detransitioning, I mean people who are trans but are detransitioning Back to their biological sex of birth. This is what the nlpc is focused on. This is what their focused on. It is one of the best smoke and mirrors because it has nothing to do with Visa, right? Like it has it. I like I'm pretty sure it doesn't do with anything honestly like their desire to hate. It is purely an anti-trans, you know, but it's so backwards and and cleverly done that there. I'm sure they actually were, you know, like giving themselves, you know, high fives for coming up with this is a strategy. Sure I did a little bit of math, a little transphobia math for you because I wanted to know, let's if you took the nlpc at their word, Who are they protecting? Right. Yeah. Like, they they what they're saying they're protecting. Detransitioning employees Visa has 31,000 employees studies. Show that 0.5% of adults identify as trans 0.5. I didn't even know. Is that high? Okay, 0.5%, these are all estimations, because there's no, like, there's no good counts of this. In fact, there's only one study that was done on the number of people who de transmision. And that study is woeful, it's really bad. It said it was around 10%, but let's take that at its word even though it's a wolf's study, right? No idea the veracity of these studies, that would mean this proposal targets potentially, 15 employees at Visa. That's the number of employees that they're worried are being discriminated against. Meanwhile, the nlpc has been filing. It every other company to get rid of Dei programs and at Visa the Dei programs, cover 6,600 Black and Hispanic employees. So the most cynical thing you could do is Target. We are fighting discrimination against D, transitioning employees, not, not Illuminating. The fact that at, if you just use the statistics, the bad statistics, there could be what 15 of them, but we are actively trying to shut down the equality and inclusion of 6600 of your employees. That's the same time. It's really fantastic. Easy as know. Of all time. Where is Excellence? Them? What can't Exxon step in at visa and Sue, the Nationals really special. What are we doing here? What are we doing? Yeah, that's all I of course, I'm in agreement with that one. A big fat no on that. Let me also add a yes on the New York City Carpenters. Pension fund has a proposal. New called new director, election resignation governance guideline. So basically it's not the strongest proposal, but I'm still for it, basically, they're asking shareholders that, if a director Fails two, straight years to Garner and majority of votes. That director has got to resign. No question to ask. So fine. That sounds good enough to me. I would say just one year is enough to resign, but I'll take two. There's no way that that's going to pass and there's also no way that the hateful won against trans people is going to pass either. I can't believe in the alternative democracy at all that you need to have failed. Getting enough votes twice in order for you not to yell, I mean, does this not reflect the crazy twins, 25 that we're living in any way that the New York City Carpenters? Pension fund is putting up that proposal against this hate, this hateful, proposal about trans people, right, I mean, that shows you the what's going on on the left and right. Pretty assistantly know. As succinctly as a gets. Yeah. Okay. Let's move on to Jacob's Solutions. I got one obvious one here. It's pretty quick. Look, there's four women on this board with an average of 3% influence each. According to free flow analytics data. Ed Everhart is the head of the nominating committee. Why not put one of the three women there? Mm-hmm. Give them more female power on the board and find some more women to add to the board. So that you can get rid of a massive, 20% gender gap. So, either vote out Everhart or engaged to make a woman, the head of the nominating committee and change this culture. Yeah, we now we made these recommendations separately but we're almost completely aligned on Jacob Solutions. I've also focused on the minus, the negative 21%, gender gap. I was looking at Everhart. I ended up selecting pay committee chair in the longest tenured Peter Robertson and his 25% influence, but but Target who you want, but, but and and if you worry about pushback about being too negative, have the women ready that you want to nominate that, you think they should be on the board and why and, you know, their skill sets and why you think it's a good match? And don't don't worry about the the people whose feelings are hurt. Okay, that's Jacobs solution and let's end the big vote for this week on one of our favorites Walgreens boots Alliance. What do you have there, Matt? I think we're gonna have the same thing at the top here. The obvious one is Stefano pessina, right? He's got to go yeah, like I said there are 81 directors in the US over the age of 80 years old. There's 44 directors in the US over the age of 80 with 50% influence or more at their companies. This is the Golden Age directors, right? They're basically reliving their hits and they will not go away. They keep telling you you do everything wrong. The average 10 year of those directors is 33 years and pessina is among them at some point. You have to say, is he good for this company or is he bad for this company? Well, the stock would suggest that he's bad. The companies in free fall piscina taped his friend to install video ad windows on refrigerators. And then when Ross Brewer killed it, he got her fired as executive chair. She basically stepped down because of the pressure that he put on her. After she killed his friends, you know, video ad Windows. He's Married to an executive of the company, he's a shadow CEO, there's no oversight here. He didn't build the company but he gets founder treatment, huge shareholdings. So what are we doing? Vote him out, I don't know what you need to see out of Solano piscina to make you think that he's not, he shouldn't be voted out. Let me before you get to your your other recognition. Let me add to that. You know, we keep referring to this, the miraculous activist investors, sometimes own about what? Like one to two percent of companies shares and they change anything, they want to and everything. Everyone loves them, everyone agrees with them. So why why do we still allow corporate governance positions? Where a man who controls 17% of shares is allowed to not only be on the board, but to be an executive on the board, this guy's already gonna be there. He's already gonna have an office. He's already going to be yelling at them constantly. He already has incredible influence. Why are we letting this guy on the board? It makes absolutely no sense to me. I I just don't understand how like the stock is horrible. Everything's horrible about. What? They're they're shuttering, another 400 stores as we speak, right? I think that, that was that headline came out since January 1st. In the last five years, the stock is down more than half. Like, what, what is it take if, you know, investor and Walgreens. What are you waiting for? Are you sitting around saying Stefano pessina has been okay from what 2000 and 11 to 2016, or something like when he was good for what for what period that the company has basically been in steady Free Fall since 2015? Well, I don't understand what you're waiting for. I don't know. I don't I don't get why you like, if an activist came in and pushed against the final Pacino, there would be a massive movement get him out of, he would lose he And let me give you some proof, why? I think he would lose is that last year, there was a share the proposal. That said, whenever possible, the chair of the board shall be an independent director. They're taking a shot, it's Stefano there, and 32% of shareholders supported that, which is very high for proposals, like that. There's clearly a lot of shareholders who are uncomfortable with his present, they don't know how to do it because they're refused to vote against them. But I think you're right, Matt, I think that clearly it's time for just to find out to go. And there's the back door when here too, which is, there are directors who are? I think of as the piscina enablers, there are three women who have been there for the entirety of the piscina era. Jan babiak Nancy schlichting and ginger, Graham and Slick thing is the pay chair. Meaning she not only has been there to enable piscina for the entire time. He's, he's been there on the board as an executive, chair executive, but she's paying him, right? She's the one who decides what he gets in salary and he's a second. The second highest paid employee at the company, right? I think so, it insane amount of money considering he's just executive cherries. Not even the CEO and the companies in free fall. What do you get paid for? So the back door win here is if you can't think you can vote up casino but you can vote out one of the three enabled or starting with Nancy schlichting. All right. That's it. That's the proxy countdown for the week of January, 20th, 2025 join us. Next week, we jump back into the alternative democracy pool. Forever on the lookout for shareholder sharks and Wayward directors. Drinking rancid pool water.