Forget zombie directors, worry about vampires, mummies, and Frankensteins

This is proxy countdown. Welcome to the Big Show for the week of October 28th 2024 Halloween week alongside my tag team partner. Matt McCarty. I'm Damien Rollins. And today is countdown. Compensation committee Shenanigans at corepay, Ross stores, unloads the money truck for a guy who sells boots, By polar voters at neogen. One less schmuck at Consumers, Bank Corp and on the big boat, a Halloween, special data, dive zombies, the almost dead, all kinds of crazy dream going. Over to our tradewater, hit our trade wire or start our top stories, Kenneth Fisher has joined the board oil company. APA Corporation can is a certified public accountant. The CFO at Champion X to former seat. Pho at Noble energy, one of his new roles at APA will be joining the boards cyber security committee. As if to say Matt that does any, of this really matter in the first place. So, just to be clear, though, this is not the same Ken Fisher of Fisher Investments. This is an accountant, okay, just making sure. Because that would have been arguably even worse. The most powerful woman on the board of Entergy Corporation, former Arkansas, Senator Blanche Lincoln has stepped down, she was entered G's longest tenure director, and she sat down with 11% of board influence. Blanche's Sister. Mary Lambert directed Madonna's Like A Virgin video in 1984. Director fun facts, but more appropriately for Halloween. She also directed pet cemetery. Stephen King's Pet, Sematary night. She really, really good movie going on and okay, here's a good one. I had to do a lot of digging for this one, pair with me. The compensation committee at corepay has modified its CEO's 2021 option award. CEO, Ronald Clark originally received the 56 million dollar option award in 2021. From a compensation committee chaired by Thomas Hagerty. Okay, so for roughly two thirds of the awards to vest core pays share price needed to be at least 350 dollars for 10 consecutive trading days, the remaining third would best at the share price hit 400 dollars on Monday October 28th of this week as Corps pay share price. Coincidentally hit 350 1 dollars. The compensation committee announced that 2/3 of the award would vest. If core pays stock price hit $350 for at least three trading Days by December 31st, so that's it, not 10 days, not not even three consecutive days, just three days. And for this to achieve this part of the award, which is worth about what 40 million dollars, They also canceled the remaining part of the award that was now in possible hitting that share price of 400 dollars. And they went on to say that the CEO agreed to forego any new Equity Grant in 2025, which sounds heroic until checking the proxy statement. And when you realize that his Equity award was only about a million dollars in 2023 and zero dollars and 2022. So all what a magical Halloween gift for the CEO. Well, it's a magical Halloween gift for investors too because since then the stock is down over just to under 3%. Good. So falling for this trick. They basically hit the number changed it and then the stock fell immediately. Okay, so here's here. According to the filing, I'm going to read the quote because this is what got me to look this type of got me to look a little bit deeper in the filing. The modified performance option award was approved by the compensation Committee of corporate, which is composed entirely of entirely of Independent directors. So that is verbatim from the filing. That's not your stuttering know, that is what it says. So that's that. I looked into the stutter and I realized that the reason why they probably got flustered was because they knew that the competition committee was not ethically. Independent at all competition Committee Member Thomas Haggerty has served with CEO. Ronald Clark on the board of directors of another company de force since 2018 were they both served together on day forces composition Committee. In fact, a third member of corpses board has served with them at de force since 2018. There's no Independence here at all. I mean, clearly, Thomas Hagerty changed the CEOs option Awards to make it easier for his buddy who he serves with on two boards now to make it easier for him to attain. So that's what's going on a carpet. That is, that is how it works. That is that is candy in a bucket. That's what that is. Open Table, CEO. Debbie Sue joins the Kraft Heinz board. A positive move considering only 17% of current Kraft. Heinz influence is female. A leadership transition is underway at Ross stores where former Boot Barn CEO, James Conroy will replace Barbara rentler, a CEO, who's not leaving his former CEO and current executive chair. Michael Baume, the man who actually has the most influence on the board of Ross stores. Barbara also will continue to be paid for quite a long time. She will continue as an employee of the company and will serve as a senior advisor until March 2027. Wow. That's a long transition. Yeah. She's like the Bob Iger of cheap clothes, which makes sense. Considering the golden hello award for the new CEO, he is gonna get an initial stock Grant given to him on his start date worth 8 million dollars. Right. A sign on cash. Bonus of 7.6 million dollars. Another initial stock awards. This one worth 32 million dollars, a relocation Bonus of about a million dollars, temporary housing and travel and relocation benefits all that this is Ross stores, right? Like that. Kind of like she be sure from the 80s that's almost about 50 million dollars before. The guy even starts, that's a lot, the Brighton nickel didn't get that much and he's CEO Starbucks. And lastly, at Morgan, Stanley CEO, Ted pick will officially become board chair on January 1st. At that time, former CEO and executive chair, James Gorman will be named chairman emeritus, of course, Emeritus. I love in America's, which means he won't be leaving the boardroom. And he will become a non-employee, advisor to the company for an annual fee of 400,000 dollars. Continuation of current health benefits access to a Car, and Driver office, and administrative support, and rights with respect to the indemnification in advancement of expenses of directors and offers the company. Meaning that basically, despite the fact that he's neither a direct or an officer, he can't get sued for anything. Yeah, he gets the dno insurance and that actually is the yellow flag. It does, doesn't it immediately make you think? What did he do? That? He needs like that got negotiated in, like I could get sued here for something that I did so please make indemnify me just fine if you are a dno, if you're directing officer but he's clearly not Let's move over to our to our proxy cage matches. Not a lot going on this week. Activist investor Legion partners. Has increased at stake in five, nine and is pushing for a board seat. The 59 board is controlled currently by CEO. Mike Berkland with 35% influence and Lead independent director, David Welsh with 15% who has been involved with the board for almost 20 years. So it's a great lead independent, director corvex Management has taken a taken for Tria holding. Activist investor, starboard value, all. So took a stake in the company last year for for triaz board, notably consists of only one, female director, Michelle Sanders who has only two percent of total board influence. You don't see that very often, that's, that's pretty sad. And finally before you move on I do want to, I do want to mention. We are interviewing saying, hewn, Lee of flash like Capital, who is an activist investor who is making a play for Katie and G Corporation. This is a Korean, it's the Korean ginseng Corporation, they do tobacco and ginseng. We're going to get to actually talk to an activist about activism for our trade wire, right? That that's coming up. We're going to interview him in the coming weeks over to our vote results table. Nothing really much going on here in October, the winners of the week are. Robert sickie and our new blues van Amstel at zero. Bio Limited. 99.97 97% support. That's a lot. 51 percent of the vote rejected saeon pay at Neo gen Corporation. Frankly, it's hard to see what change in the company's pay plans over the last year. When shareholders overwhelmingly approved pay with 97% support, Matt. I looked every proxy I could find, I looked at every detail of the pay plan, nothing essentially, nothing has changed. Absolutely nothing. So I don't really know what's going on there. Maybe it's a retroactive vote. Maybe last year they were like, we're gonna give you a pass because we're not, we don't have time to read your proxy this year, so we'll come back to it next year and tell you that it's terrible. I need to talk about Consumers Bank corporate for a second Excuse, excuse me. But first of all, they're almost as many non-vote to about 850,000 as there were four votes about 1.2 million. So I don't know. Maybe sure holder should do something. I I mean again I think Consumers Bank Corp and Neo Jen corporation. That was the year. They were busy and second of all Harry W, schmuck Jr. Retired as a member of the board. Okay. I'm sorry. I'm wondering where that joke was gonna go. Okay, but schmuck is bad enough. Okay? It is pretty bad but Harry schmuck. Yeah. I really don't know what's happening and he's a junior. His dad was also called Harry schmuck and wanted to keep that great legacy going. Wow, I don't understand why I don't understand this one at all hairy. Schmuck. Well look, he had a board appointment for life because of his dad so you can call him whatever you want. Like his name could be, you know what? Anything? And for my he's the one laughing into the bank for our Gentile listeners. Please look up. The Yiddish definition of schmuck to understand why I'm so irate here. I just don't get. This is, I've never, this is unheard of. I don't understand this one. This one's crazy to me. Someone Someone from consumers, bake Corps, call me. And let me tell me why you call a man, Harry schmuck. It's terrible. Finally, there's really nothing much going on. At the only two large cap meetings. This week shareholders are guests are perfectly content across the board at Bayou technique, and Parker Hannifin. Did we cover Parker Hannifin we show covered Parker hanavan so I don't think she'll listening. Well, no, Parker Hannifin was interesting because they're like, they were the board that everyone was his within, like 30 miles of each other, right? So, um, yes. So why would they vote against each other? I did, there's no way you're gonna vote against people who live that close together. All right, so this week on the big vote instead of covering in detail one company Matt, you have put together a very special package, a very special Halloween package. I don't know what you're doing. I don't know what you're up to. But what do you got? This is for our European listeners who deeply celebrate? Halloween. Um a Halloween is the time for, you know, skeletons and the undead and all. So what I did was I Undead that's a very American tradition, right? Is there anything in the that? I think we stole it from about 15 other cultures though. But so what I did was compiled lists of directors and I gave them some characteristics. They're bucketed by typical Halloween, you know, scary movie monsters. So first and foremost zombies, everybody's heard of a zombie director, if you're into corporate governance. So I'll be directors or directors that get less than 50% for votes, but they stay on the board. Anyway, they call him. Zombie directors is probably the single worst feature of corporate governance United States at this, that is exists at all. I mean, it's funny to see it when it happens and in the 8K, when they're describing the results, they say. So, and so tendered, their resignation to the board. The board rejected, their resignation well and and is decided to keep them right from a policy perspective. There are two reasons why this happened one is that they these directors get voted out at companies with pearl. Voting standards, which means that they only need one vote. And an uncontested elections which is all of the elections essentially you just need one vote to get reelected. So it doesn't matter if a majority of shareholders say no to you the other instance, which you just referred to are these majority voting standards where it's not. There is not a required automatic resignation, the bullets. Right is actually allowed to reject the resignation of a director and reject the voice of a shared, which is absolutely ludicrous, but that's how you get to the zombie directors situation. The idea that this the alternative democracy is effectively an advisory democracy and not an actual democracy is already a common. Is it even though I don't know? Yeah, so there are a bunch of zombie directors. I think there were 25 or 30 in our database. Still, not many globally today still which, which, when you talk about 90,000 directors, there are. That's not a lot, of course, but the amazing part about it was There are because of our influence numbers, we can actually tell you zombie influence on the board. So these are the top five companies. I'll give you the top five. Uh, by influence of zombies. This is, these are directors that investors have said. We do not want here that have influence over the board. All right. Number five. AO Smith. There's two zombies on the board. Whoa, both women illum Cadre and Vicky Holt. They have a total of 11% influence between the two of them, AO Smith is a weird company because they have two classes of shares, but those classes share, and then there's two classes of directors based on those shares. But it seems like those directors sort of interchange. Like, you'll be a Class A director, one year, and then a common doctor the next year. So it's just a mix-and-match. And every single time you're a common stock director, you get Negative vote's, not always a majority of negative votes. But investors are basically saying, because of this share class are protesters just gonna, it's always a protest vote. So but those are your first zombies because both of those women are the first in the last seven years of that had a majority vote against both still on the board, they both just ignored it because they know on the board that next year, they're going to be in the class. A, they'll get, you know, a Majority of votes 4 and it'll be fine. No. They also know that unless you're a fan of this show, that probably no other media Enterprise that is paying attention to this vote and cause any kind of like outrage on any level. There's that there's no one on tiktok talking about how Vicky Holt got voted off The AOC Smith board, but CBS News is not concerned that a publicly traded Corporation is along this to happen. Okay? So here's number four, akiro Therapeutics. Now, this is another board with two zombie directors on it. In fact, almost all of these boards have two zombie directors on it. Seth Harrison and Juan Jew 21% of the influence. I looked through all of these companies, these are dual class companies. So these are not like and they're not controlled, they usually have a large shareholder. That is an inside or family member, but not a controlling shareholder like seven to 10% of the shares, which is a lot, but that actually makes it even more impress. That you're getting more than 50% against these directors. TG Therapeutics, they have three zombies, well, with 22% of the influence, maybe, that's maybe that's what they sell. Maybe they sell some kind of anti-zombie cream or something, I think it is. Yeah, Daniel Hume cigar O'Neill and yanet. Okay? Now we're getting into the the big dogs. Clarus Corporation, two directors, 42% of the influence on the board is zombies. Donald house and Nicholas ciccolo that those are two zombies who are basically controlling the outcome of the company. Despite exciting exciting board meeting, isn't it? Yeah, I mean, do they just say is every chart like a picture of a brain with a line going up? I just imagine Donald house ripping his arm off and hitting the head of the audit committee chair. And finally, Paramount Group, not to be confused with Paramount, CBS Paramount, you know, the Redstone the media company, the Redstone the X Redstone. Now Ellison, Enterprise Paramount, group is a real estate group. It's a family Legacy company, katharina. Otto Bernstein of the auto family who owns 14% of the shares. Still couldn't keep Catherine from getting more than 50% vote against. They rejected. In fact, they said, quote, they rejected a resignation since she's related to the founder and decided to engage with the shareholders about why they were voting against a good reason to accept the resignation that she's related to the founders, right? That holders are that upset. I mean, the reality is it's a real estate group that she does nothing related to real estate. Except that she is related to the grandfather who started the company that kind of thing. But She has because she's a family member and the controlling shareholder of our a huge shareholder. She has 59% of the influence on the board. According to free flow analytics data. 59% influence no wonder why the board rejected her resignation. That's that it'd be really hard to accept that resignation. So those are my zombies. Those are zombie run boards or zombie LED boards. I love Clarence Corporation. I love a good boy. Also, see, you didn't mention Boston, beer company. I like the, I like the idea of drunk zombies. That's right. I did not mention Boston Beer Company because they fall. They don't have very much influence still in the influences, zombie, but still on the honor of Halloween, I gotta ask you. This is a does a drunk zombie act like a normal person. Is it like the opposite? Oh, you know what I mean? Like? Yeah, yeah, so property. Yeah, we'll do a study. All right. All right, those are zombies. You ready for the next group? Yeah, keep it coming. Krakens about. I know, I actually don't. It's like a, it's a monster. It's a sea monster. I don't know what that means. It's a giant, giant giant squid. It's like mythical. Is it real mythical? It's a massive squid. Here's, here's the definition of a kraken. How like, like ancient seafarers used to explain like an a bad wave that yeah, exactly. Like the Kraken that took the boat down the cracker. Okay. These are directors with the most second degree Connections, in our database because they have a lot of tentacles and it's hard to escape them you, okay? This is this little kind of have to be explained as it goes. I think these are just highly connected individuals. They have tentacles everywhere. There is a Halloween Beast, is it. It's Halloween Jason. Okay, it's my kids have been into Pirates this Halloween, okay. See, these are essentially our directors who are larger than life in that they have just an incredible amount of connections. That's what I'm saying. Readable amount, right? So I'll give you an example, right? So the caveat here is, there are a lot of like, Asian companies and power infrastructure companies that have multiple subsidiaries. All the directors, sit on the same subsidiary. So, it looks like they have a lot of connected to analyze from a, from a western corporate governance perspective. Yeah. So the way I looked at these is discrete connections, like the number of times that, you know, Bob and Jane are on the same board isn't nearly as interesting as the number of people, Bob is connected to discreetly wanted a time. Right? Like so I'm just gonna do the top three here because the biggest croc in Halloween. Let's start with Gene Martin fools, he's a retired cracking, he's not currently on a board but he's a database retired. Correct. And 361 total connections wow, 71 discrete connections, 71 discrete connections, to people who are actively on boards. Now, That means on average because he's got 361 connections and 71 of them discreet. That means he is connected to on average, five directors on every board he's ever sat on. He sat on AXA car for Saint gobain Alston sock. Jen solve. A you tell you tell you tell stat Community. I mean he's basically a European Kraken. This is your Europe's Kraken. He's number three on my list, okay? Number two. Autopole work, baboon. Okay? Now this is an example of one of those Asian companies. This is a Thai oil comes high oil company, TT companies but he had the second most connections total in the database 828 connections. Wow 81 of which were discreet. Okay? So he's he's got a lot of connections in Thailand and that's pretty much it though. So if you want to get, if you want to get anything done entire land and you're saying you're an American company, this is the guy you want. Yeah. Call him. Call him. Yeah. Especially if you're looking for oil and finally, the number one crack in our database Claudio X Laporte, he's the chair of Kimberly. Clark to Mexico. Wow. You know what? It's funny before you get going with Claudio. I also looked at a few things, I don't know that I'm gonna cover this week, but I looked at, What I call near dead directors. These were these were directors who are at least 90 years old, who had a had a controlling influence of the company of the board, right? And Claudio actually got an honorable mention. He is 91 years old and currently still sits on four different forms. Incredible hats or Claudia? Go ahead. Yeah, go ahead. Yeah. Claudio has 532 connections. He has 901 discrete conditions, perfect. One for every year he's been alive. He's 91 years old, best friend, every single year for clothing. Yeah. Here, the companies that he has run through, right? He's been on the boards of these companies and the entire database, it might as well be General Electric Kimberly Clark, Unilever Home, Depot Alpha, groupo car. So group of Financial in Bursa, Grupo Mexico group of Tel Aviv so, Kellen Nova, Kimberly, Clark de Mexico, so he's on Kimberly Clark. And Kimberly Clark to Mexico. Balsamics Econo. He's on a bunch of Mexican boards but don't let it fool. You Home Depot and Unilever and general electricity, massive boards. I was gonna say these are like little boards. I mean, these are some of the most important companies in the, in the North America. At least it's a little sad that he's 91 years old because like, if you want to get something done, you call Claudio, that guy knows it all, like, 91, discreet, direct connections to board members. That's a lot of connections. Those are my crackheads. Okay, are you doing so far? He's hanging in, yeah. I mean, I, I, you know, I the zombies were great in honor of Halloween Krakens. I never heard of this is a Halloween creature. But you know, I'll go, I'll go with you. Let's bring it back. Let's bring it back to typical Halloween II. This is what I'm looking for. Yeah. What he got from me? Mummies perfect. That's a perfect Halloween creature, a mummy. So we talked a lot about zombies who are voted out but stay on the board, right? What's up? Don't we don't talk about mummies. These are directors that aren't inside, so not Founders and not CEOs, they're not family members, they're not Executives. They're not controlling shareholders. They're just regular old directors, okay, but they have a tenure of more than 20 years and less than 10%. These are some of my favorite. Yeah, I like these, they're just there collecting a paycheck, right? They're literally wrapped up in the corner somewhere, and everyone's in a while, they vote and they just go And it's a yes, well, you gotta feel like it's someone's like golf friend. It's someone's buddy. From college is someone has been given this great opportunity to just get equity and cash every year for really for nothing. Right? Well, if you listen to our last show, most of these directors are getting paid like an executive right? Like on a per hour basis, or we broke down the hourly wages of a direct. So, these are, this is, that's exactly what it is. I only focused on the US, okay, for this. And because I thought oh man there's so many of them in the US. There are 543 of them. There are 500 433 mummies in these boards, okay? They're sitting in the corner, wrapped up and caused just saying. Yes to manage bloody Gods bloody In fact, a hundred and fourteen of them are lead independent directors. 2014 mummy lead independent directors. So just focusing on them because I needed to narrow this down somehow it was so ridiculous. Here are your top five mummies that are also or have been lead independent directors on these boards, okay? Tony James. He's 73 years old. He's on the Costco board. 9.8% influence on the board. He's been on the board since. Kevin Durant was born was born was born. I thought you said started playing know the same year, he was born. There was when he Kevin Durant and Adele actually, well the same year both of them were born, but whatever you're not. Here's where I take. We actually covered. The Costco board, this past proxy season. Here's what we said about. Tony. He, first of all, his name is Hamilton, Tony James. Not Tony James. Well, he was a big fan of The Sopranos and he's like, I gotta act tough. I gotta be. Well, I wrote Hamilton James being nicknamed, Tony is like nicknaming King Charles Lil Chuckee. Yeah, James is pure royalty, Choate Harvard Investment Banking Blackstone, president Trustee of everything in New York City were three billion dollars. Wow, I know the board like to keep the OG, but 38 years for a non-founder. Come on, vote against that Nation. He's there, because he's so he's part of someone's golf foursome, right? It has to be, he's part, he's part of some Friendship Circle and they just need, they need old Tony. Well, I covered this other. This number four on this list too, Stuart sabot neck, who's 82 years old, he's on the Carnival Corporation board. So he's a Mickey Harrison favorite. That's that's Carnival, right? 7.6% influence. He's been on the Board. Since Reagan's second term really. Wow, here's what we said about the botnick vote against sabot Nic, BlackRock voted against the pay committee last year because they didn't like them. Vote out the director in charge of picking directors. They put on the pay, he's the head of the nomination. He was the nomination committee had. He's been there over 30 years. Wow. He's he's basically an Insider. Just stop it. How about Lawrence Shore? 69 of Dick's Sporting Goods? He's been there. He's been on the board. Since Roger Moore was still James Baker. That now you're getting weird that when so that was well, that's a long time ago. That's like, the last Roger Moore movie 80. I think it was 85, okay. Yeah, it's Regan. Yeah. Walter fit. Orowitz 76 year old on the pho Tronics board. Wait, back talk about Larry Short for like he's only 69 and he's been on the board since Reagan basically. Like how I don't know when he joined that board? Is that the best fist bump ever like just on the board bro what's 20s? I mean we don't see we don't usually join boards that young unless they're like 30, he was like 300 tech companies. Yeah, wow. The Dick's Sporting Goods was a tech company of the 80s. Okay, fine. Fine. Walter fit with 76 on the full Tronics board. He's been there since Reagan's first term. Oh, 2.7% is the guys I really like I Like these guys. Yeah, just completely pointless. What is the point of this? And then finally, I wrap this up with George Orban. 77 years old, Ross stores. You brought up Ross stores. Yes, because they just changed the CEO George orban's, part of that change. This guy is 8.2% influence. He's been on the board since 1982. Wow, I was three years old and in 2017. Still there. He's still there 2024, he got 96% for votes, of course. Yeah. In fact if I ignore using you were the lead independent director at some point of the board. Ross stores has four mummies on it. They have four directors over 20 years experience with less than 10% influence. Well, maybe this is why they're they're giving 50 million dollars to a new CEO who who is going from like a 3 billion market cap to a 50 billion marker cap company and does not need any incentive to get a major promotion. Like that does not need an extra 50 million dollars. I mean, that's why it matters if you have a mummy on your board, right. Because the outcome of this is they rubber stamp everything because they're just wrapped in the corner, they've been there for 100 years and they don't care. I hope you put this data on freeflow LLC because I think mommy is the news zombies because first of all everyone's get a little tired of the zombies in the corporate governance World. Second of all, this mommy's data, you could only get using free flow analytics numbers. Yeah, I love this. I love mummies. What do you have anything else? Because I don't know how you're gonna talk mummies? I have, you know what? I have three more. You tell me which you want to hear, definitely gonna do one go and keep going. All right, so, Vampires. Okay? Um these are directors that perform under 250. Okay, now you get that average there. According to our data free, Play-Doh, they Batson 250 for earnings and TSR meaning. They're in the bottom quartile for over their careers. Meaning, if you're a shareholder and you see these performance numbers, you, you really would be advised to vote against them because it's just pure performance. They're not making you any money. They're not making the company any money. That whatever their strategy is. It's not working. That's you vote against not working. They also have greater than 10 years of tenure. Wow, so they've sucked for a long time and they're over 75 years old. So they're ancient and blood sucking. That's that's the vampire might be better than the mummies. Okay, there's only four. Oh thank God. Thank God. There's only four vampires. Okay, I was saying there were a lot like, hundreds like the mummies. The amazing part is two of the four us us vampires, okay? Bill Frankie of Frontier group. Okay? In the US, he's 86 years old, he has 63% influence on. This is why they're still there. This is why the vampire. Of course, the vampires have that much influence. Of course, they're super influential. Yeah, they're like, CEOs are founders. They've been there for a million years and they, they get nothing like, in real life. In real life. Good luck. Killing of vampire, right. It's almost you. Can't you, right? Yeah. You like, you need some combination of. Like steaks and it is still not gonna be democracy. They need to decide to leave. You have spent Olaf Johansson fast partner, ab and Sweden. He's 78 years old. He has 87% influence on the board and 28 years of 10. Wow um Madam pochu you mad only woman Matta? Yes she's a Madam I think she's actually unusual. Yeah a woman an Asian woman to boot with so much power. Here's this crazy about her. She's at lice. Son development in Hong Kong. She is 99 years old. Wow, good for her. She has 53% influence of the board. She is a 40 or Tender tenure on this board. She is the mother of the chair and the grandmother of another Drive, the founder of the company know, she's not the founder, she's not the founder well um which is crazy. And then my favorite is this the first time in the history of corporate governance. The history of this show, at least the history of our company that we have ever said the word grandmother. Here to abort. This is a picture of this world really is like I don't know we've ever said the word grandmother in the context of corporate governance and she's a vampire. She's like she's a blood sucking grandmother. I love that Madame pochu. You said Madam poach. You you okay got it. Um and then mine and then one of our favorites, a favor of the show Stefano pessina. The really are you serious? I am dead serious man. Ruining Walgreens you. He's the, he's the executive chair at Walgreens. He's 82. He has 63% and because of his shareholding, love your tenure. This somehow not surprising to me. He does, isn't it? We almost described him like a vampire, right? Like getting rid of Ross, Brewer blaming her for for all his crummy decisions. So, like the point is, you can find blood suckers all throughout the day. If you want, you want to find a differently. All right. I've got two more. Well, could I just say about Stefano pessina? The leading influence? Walgreens, isn't it funny that he starts this this drug Empire, right? And in knowing that the one thing they don't sell is a way of getting rid of vampires. Right? You cannot kill right? I mean, now they don't, he's kind of honest something he's kind of wise that way, right? I walked up and down those aisles. There's not a single bottle of holy water. He's the only one who's thriving from that Empire. These days. All right, what else? All right, two more sections and they're sure first is Igor's. Okay sounds really? Yeah, that's kind of Halloween Nest. Okay, Nostradamus. So Igor Igor is like it's the Hunchback who like helps out, you know, like their Master events. So henchmen. So these are directors who are on four or more boards in the last 10 years. There the page here at least one of them and they pay the CEO and the top quartile of all directors. Over all those It's like boating in the bottom quartile of earnings. I say that again, I talked to over that. Okay, they pay the CEO. Horrible earnings. Yeah, they pay the CEO anyway and they're on four or more companies where they keep doing this. They basically just keep paying the CEO so if they're Toadies, they're they're they're doing the CEOs bidding. They're walking around and saying whatever you want. Master just like I described at the top of the show at corepay, right? It's like you have a buddy on the competition committee. Who's doing what you need to get done. Yeah, and there are two in our database got it matters. SB, two Igor's Matthew. SB, he's on two, current boards, West going International and diebold nixdorf. He bats 133 for earnings 492 for TSR and Estelle are point zero four, five, for CEO pay, meaning, he is paying the CEOs at the four plus boards. He's been on in the last 10 years, including these two, that he's currently on. In the top less than 1% of or less than five percent of all CEOs. Most paid CEOs on a CEO pay ratio. I think you should promote Matthew SB on your LinkedIn page. That's an incredible accomplishment. That's incredible. It and Tim Haley who's on four boards right now for Netflix? Yeah being one of them to you zuwara and thredup so you can see a pattern here he's into like these, you know VC he's a VC guy right he somehow that's 200 for earnings 31 for TSR and 122 for CEO pay. Look this is true. This is proof that once again the ESG data is not political. It's not left, it's not right, it's not capitalism. It's not socialist. Look, if you're building a board and you just want and you're CEO and you just need someone to kind of help. Keep your pay high, maybe increase it every year. Go find Haley, right? Just use the data, the way you want to use it. Yeah. Okay. I mean, like, there you are. Yeah. Find some e-girls. And then last but not least to round out the my part of the show. This was my favorite find of 2024. And I call it the Frankenstein. I did as deep a dive as you can do on this. The Frankenstein is A director who was a zombie in 2023. They were voted off the board but stayed on. Right. Okay, okay. A Frankenstein is a What was a zombie was a zombie and then the following year 2024, they got greater than 50% of votes, four from investors. So is that 2020 is, is that what you is that what is like reanimated reanimated like it's good? It was a zombie that was kind of reanimated, right? Like turn really is right. He was like a body parts from dead people and they and then they and then he was alive, right? Like, so. So I'm gonna like this like this. So this is someone who's voted out State anyway and then investors were like Get Well vote for them right. Like wow that's quite a year. Think about that? That's quite a year. Yeah, there was one that I Mark Curry PhD from ironwood Pharmaceuticals. He got 55.8% of the vote against in 2023 which again relatively speaking to the to the data that is an extraordinarily. Hi. Yeah, I mean out of something, like I think we had something. I think I have data on something like 70,000 votes from 2024 for directors. There were maybe 70 that get less than 50 like less than 50% for this. So here one of a very elite class. Yeah. A very very extremely clear. Coherent message from shareholders? Yeah. Get out right? Yes, that's the best. Yeah. Um, stays on does not. He's a zombie for all of 2023 into 2024 and in 2024 and April, this is what other thing I noticed I know. Proxy season is hot, but everyone of these companies and I'm not joking. Every single one of these companies has the almost exact same AGM dates, and, and proxy dates, all of their proxies were worth in a one week Span in third, second week of April, a third week of April. Well, yeah. I mean, that's the height of season. We've long wondered out loud. Whether, you know, as part of the strategy of this that you, you just overwhelm shareholders, who have multiple buildings and multiple companies, you overwhelm them with so much information. It's like in one of these movies covering a, you know, a law case where the overwhelm your opponent, with disclosures disclosure you, send over 500 boxes of Discovery, so they have to go through every single page. It's the same thing, right? You're overwhelming shareholders. So Mark, Curry gets 55.8% voted against in 2023. He is on, he's on the pay committee but he's just a member. There's no, he's not. This isn't a no, a controlled company. You know, the directors. Don't own a lot of the ship. It's whatever. It's a very normal company. He's, I cannot find anything that says, Mark, Curry should get voted out. But in 2024, this all the same things, apply, he only gets 4% votes against 96%, vote for him in 2024, they vote them out in 2023. He ignores them in in 2020. There were fine with it at a 96% rate. Well, two things are going on here. Maybe maybe he's just extremely Charming or maybe they were impressed by his Fortitude by his, you know, he just said no, when they were like, wow, that's impressive. It's a strong. I mean, it is Ironwood Pharmaceuticals, or it does sound like a tough company. That's crazy. It's crazy. So he is our one and only Frankenstein reanimated from amazing dead body parts. So alive in 2024 before we wrap up. And again, I hope you post this somewhere. This data set free flow dot LLC. So Matt has invented, Some exciting new categories. We the governance world has long known about zombies zombies, but this week matters, but invented crackers. Which I'm a little like that but mommys vampires Igor's Frankenstein's Incredibles. This really, really, this is a Halloween special, that's the proxy countdown for the week of October 20th, 2024, Halloween week, join us next week when we jump back into the alternative democracy pool Forever on the lookout for shareholder sharks floating bloody Band-Aids and Wayward directors.