How much should a director get paid? Lam Research, plus WiseTech’s board capture and Southwest’s board shakeup

This is proxy countdown. Welcome to the Big Show for the week of October 21st. on today's Countdown, the glass Cliff crumbles at CVS Walt Disney keeps trying to replace. Bob, Iger accelerated retirements out. Southwest Airlines And angry shareholder mob at klarna and on the big boat. Lamb researchers, high price. Let's move over to our trade wire, lots of stories report this week. Let's start with CBS Health Corporation where CEO Karen Lynch is out. After about three years of tenure and she's been replaced by David Joyner at the same time. Independent board chair. Roger for raw has been promoted to Executive chairs and makes you wonder if Roger Ferrara had a role in getting rid of Karen Lynch in the first place. How many times is an executive chair independent. That doesn't know executive know I definition right was independent formally and now was an executive chair. Exactly. And Courtney our data, this would not surprise users of our database because influence their influence is actually tied at 16%, so they were both equally powerful. So again, should not come as a surprise. If you use free full, analytics.com, and Australia, one of their biggest companies, why is Tech? Which is a thing, like a 20 billion dollar market cap, why is Tech founder. Richard white has resigned as CEO and director, but this is what the board says, when you are the company's biggest shareholder in control, 44% of board influence. Quote, the board has agreed following Mr. White's request that he will stand down as a director and a CEO with a media affect, take a short period of Leave. When Mr. White returns from leave, he will commence a new full-time long-term Consulting role focus on product and Business Development. So, to be clear, this is a 10 year term, a 10-year contract where the company will call will pay him one million dollars a year in his new title of all things. Talk about an ego, boost his new title is founder and founding CEO, that's his new title, he couldn't be one, he couldn't just be. So let me catch you up to why he is leaving in the first place for a short period of time. So, Mr. White has faced claims from multiple women that he bought them houses and invested in their businesses and exchange for sex. The lurid allegations got worse from there, including reports of violence and intimidation retaliation. Why is tech board chair, Richard Demaree, who announced an independent inquiry, whatever that means. Said, quote, recent weeks have been challenging and uncertain ones for our people. So, I guess not for any of the women involved in. These are not know, there's no challenge there have houses. Now, he's saying recent weeks, but in 2019, former board member. Christine Holman write a woman resigned from the board and accused. Why of quote sustained intimidation and bullying? So that was five years ago. While the board expressed ongoing confidence in the company's leadership, shareholder pressure ultimately forced the board's hand following the founder and founding CEOs, extremely public dispute with a, former lover, and federal court. So, the board wasn't going to do a single thing about this, but it just got two ugly in the media and force the board to do something I guess. And, despite all this, that this is what analysts say, this is Roy van coolen over at Morningstar. He said, quote given our assessment of wise Tech as a product LED company. We consider White's continued involvement in this area of the business to be a positive outcome for shareholders. So it's a shareholder friendly Universe, right? It. Nothing else matters. As long as we're selling product. He said he's the Australian Vince McMahon only, he sells widgets, yeah, and I'm sure if we were, if for those of us in America, if we knew all the lure details of the story, would be some outrage. That this guy is coming back to a 10 year contract and not going anywhere and that the board refuses to do a thing about it. But how about that, you don't see very often directly directors retiring and accusing the founding CEO of sustained intimidation bullying. The board still won't make a move on him, is it pretty crazy story? So that's what's going on there. Why is Tech over at the Walt Disney Company? According to an 8K file, in the company announced that board chair. Mark, Parker will be resigning in January. Now, all the enough, that's all the AK said, but if you were smart enough to click and open the exhibit 99.1, that's attached to the 8K file filing, you would have learned that Morgan, Stanley, former Morgan Stanley CEO, and its current executive chair. James Gorman will become Disney's Newport chair. I have no idea why that was like, hidden in the filing. I don't know what's going on at Disney with their succession planning. It's always very dramatic, but this is the latest stage. According to the company, James Gorman will be the one tasked. Now, with replacing Bob, Iger once again. He's got that means he's got he's, he's double chairing. Is that how much time does James Gorman? Have if he's an executive chair somewhere else too? servicenow has appointed a mitt Savory as its new Chief product officer and Chief Operating Officer, he will be Joined, he will come with a golden. Hello. Cash. Bonus of 3 million dollars in a golden. Hello Equity. Bonus of 29 million dollars. Wow, yes. So that's 32 million dollars total and I I guess this generous award is to make up for the fact that his his lifestyle will be in upheaval of a lot of change. Because the service now had quarters is actually 11 miles away from his current employer alphabet. So it's an 11 Mile they paying for relocation Services, well, hope so. It's 11, Mi write 32 million dollars all. So at Molina Healthcare, they're giving CFO Mark. Kime a magical one-time Stark award worth 17 million dollars. So no, I don't know. Man to be a CFO these days and a blow to our very own Mountain. Biscari his favorite. I'm speaking for you, Matt, your favorite green Washi director of all time. Greg Goff is stepping down Exxon Mobil, right? Yeah just a quick reminder that. Is the director, the engine number one, the environmental activist investor, put on the Exxon board to help pivot them towards a low-carbon future. Greg Goff was at Marathon Oil and fought the EPA and all carbon regulations. Join the Exxon board and help them, Sue, Arjuna Capital, who was asking for environmental disclosure. So I call that a green wash away the best green washer we've ever seen ever. Bella baharia has joined the board of the Coco Cola Company. Bella is the chief content officer at Netflix. So while this is potentially a head scratching Edition, it ignores the reality that both Coca-Cola and Netflix are two of the world's most powerful drug companies, real reinforcing. One of my pet peeves which is the I think a lot of the large cap companies are just misclassified, right? I mean it makes perfect sense to me. That Coca-Cola would want someone from Netflix on its board. Though, I think a lot of investors are thinking, huh? What's that, what's the? What's the deal here? Bella was from like deer and Company. That'd be weird but this makes sense. HB Fuller board chair. Lee Matta was resigning. First he will step down as chair on January, 21st, 2025, and then, as a director on January 23rd 2025, so it makes you wonder what the hell will be going on at HP? 4, on January 22nd. What, what do you think happens in, right? It's something that's a Sunday it's like they can relax. It reminds me of like a aliens movie where you go into the the chamber like the airlock, right? Where you get rid of all the pressure. Like I don't know what's going on there with that resignation pattern and finally in a move that will shock investors across the globe. JP Morgan. Chase has appointed a director named Brad Smith. Oh, wow. Yeah, that is shocking. Let's move over to our proxy cage matches. The big news is out of Southwest Airlines where the company has seemingly ended. Its Feud with activist investor Elliott management and a deal to avert a proxy fight CEO. Bob Jordan will keep his job. I think that's the most important thing here, while executive chair and former CEO, Gary Kelly will will accelerate his retirement, although he will remain as chairman emeritus. I don't understand that which means that he will still be in the boardroom, he will still be at all board meeting so I not really leaving. Yeah, I think they met they'll accelerate his walking to the next chair down. Okay, that's what they're gonna do and all. So part of the agreement management will Name, six directors to the board, six ball six, Southwest Airlines directors will be stepping down. I love the Precision of this filing over at Southwest Airlines and said that Gary. Kelly will retire. This is their language at 11:59 p.m. central Time on November 1st 2024 like a 1158. He's still gonna be riding emails. Yeah. So that's what's going on at Southwest Airlines. And again, I wear, we covered this in another one of our shows, but it seems to be like, it's a, it's a one-to-one skill, swap right there, the firing some, some people who come from Banks and from, from Aviation, the replacing kind of some similar people. So this seems to be a bit of a ego move for Ellie and an ego move for current Southwest Airlines CEO. Bob Jordan who keeps his job right? Yeah. The only the only exception to the skills swap between to the directors is they did get rid of two current academics and replace them with two x Airline Executives. And I, I did not say that any one of those were successful and what they did, but that was the one thing that changed in terms of a skill outcome activist investor John Partners has bought a 5% stake in Lamb Weston criticizing the potato product. Supplier of self-inflicted missteps. Which either means that the fries are soggy or the directors are burnt. I don't really know what self-inflicted missteps are the French Fry Company. I think it's when you put them in your mouth too fast and it burns the roof of your mouth activist. Chase investor JCP investment management is taking a 2% stake in the Cheesecake Factory. I know you're excited about this one Matt. And it's urging the restaurant operators, spin-off, three of its smaller Brands into a separate public company. These Brands include North Italia. An Italian, casual dining company, flower child. A health focused fast, casual chain and Culinary Dropout, which I guess sells pretzel bites and fried chicken. I never heard of these restaurants. I didn't even know that what kind of public come out. How big of a public company? Could those three restaurants, speak? I mean, I'm just amazed at 12 locations, she's kick Factory itself is a publicly traded company just so our listeners know the board at Cheesecake Factory is dominated by one single man chair and CEO. David Overton, who co-founded the company with his parents in 1978? It's also dominated by the pasta carbonara with chicken, which clocks in at 2200 calories and 150 grams of fat. Well, can I say when when I saw the JCP was taking a stake and they wanted to break up the company, I thought they just meant the menu. I thought it's a five different portions. The menu was so thick, they were just gonna slim it down. And speaking of unhealthy activist investors JCP management, which we just talked about, and Jim on a capital have respectively, take in a total of 12% stakes. In casual dining restaurant chain, Red Robin, gourmet burgers. Matt. We talked about this recently activist investors. What they either. They either Target Media, Airlines or discussing food. That's it. What is that? What is that about? I don't really go there. Yeah, let's move over to our vote results table. The winner of the week is Drury Drew Armstrong at Paycor, HCM 99.94% of shoulder supported her election to the company's board. I think it's because it's just a her nickname Drew. That's why they're voted for her because because it's hard saying dreams. That's a weird On first team. Yeah, it basically. It was a vote for use your nickname, username at Seagate technology. 35% of shareholders said no to director Mark Adams. This is an interesting one. Mark was nominated by the board to fill the vacancy from a retiring director, but he previously, served as a director for the company from 2017 to 2022. What do you make at this one? So what we're learning here is that shareholders, say yes to everyone who's currently on the board but maybe they secretly do hate them but they just they don't want you back but they won't vote against you. The first time. I don't understand this one they but they clearly don't hate him enough because it was only 30% against. So he's still with okay, but wait, no, bill win. But we know that is a Monumental number. 35, your pet peeve is they should actually, say, 30%, if that's a trolling, share. According to most data providers that, Account is effectively getting voted off the board entirely according to your data, Matt. If you look at the bell curve or whatever it should be like 10%, right? Because, right because aren't like aren't most directors voted in it. Like a clip of like 98%, 96%, 10% is a major betrayal. I think they're just confused. I think that's what's happening here. I think that's just confusion. And finally, it's Swedish company klarna. One of their biggest companies klarna, 87% of shareholders voted to remove Mikhail Walter from the board. Now, this is another fascinating case. Of course, the company gave no reason for this decision, right? Why would they have anything to say but according to Bloomberg, The reason why he was removed from sherrills is that Michael questioned? The governance decisions at the company including a bonus scheme that he said could handle co-founder and CEO Sebastian. As much as 35 billion dollars and upcoming year. So there's your reason that's a pretty good reason to get rid of the directors, right? I mean, so the director did not think it was a good idea to hand that much money to the co-founder and chief exactly. And that's the key word. There is founder is the founder of the company, you know, and the investors. Agreed with the founder in that case. Well, I don't know offhand. What the what The CEOs. Voting power is it does? I was assuming that it was large enough to get rid of the director, but I'm sure it's, I'm sure it's 100% like, yeah, it is a bit odd. Oh, my own 7% of the company that's it, as of 2020. So it is amazing. If he has dual classes a little bit, like, Swedish to Elon Musk, right there, they're just pissed off that anybody would question what they're great or great leader is doing or earning. How dare they? Yeah, 87%, that's an impressive number. That's all I have. Let's move over to the big vote where we are covering the company lamb research. Their annual meeting is coming up on November 5th. 2024, my very cursory takeaway, take away. Matt, is that Unlike a lot of the companies that we cover and in general, it it's actually above average performance according to our metrics hitting 635 overall. Looking at their skill sets, they seem relatively well aligned with what you would expect from our company that does something to do with chips or computer chips. Right? Deep analysis you come here for these companies. Always anything to do with, with computer chips, and, and hardware and software. Oh, they confuse me. I mean, I'm gonna, I'm gonna be the first to admit, I mean, I don't know what they're doing. I know, you know, that's why you're here. So, I can pretend why don't you help out with lamb research. So look, this is a board full of superstars All Stars, starting players, their their High performers. As you said, there's skills 90% of his board has like skills aligned with, you know, that the sector That they're in fact, their closest. Competitor is Applied Materials and their boards look almost exactly. Like these are boards that are designed to do a thing. And the thing that they do is oversee the manufacturing of Fab equipment. Yes, I mean equipment. Used to make computer chips. That's what they do. So okay, you got to make a big Warehouse in order to make computer chip. It's got to be super clean, it's got to be super precise like to atomically precise, right? Like so the equipment is highly calibrated, highly specialized. So these are Engineers, these are computer scientists. These are these are and you mix in a bunch of economic skills because they're working in capital markets. And This is an All-Star board. Yeah, and and just interrupt you briefly, what's important here not only is an All-Star board but there's a great balance of influence on this board. There are at least six directors, who hold at least 10% of the influence. So it's not like there's any single figure dominating, it seems to be that. There's a lot of good, right? Advice and input. And not only that, it's a rare company that you don't see this very much in the United States anymore, where the CEO is not the chair of the board. The chair is an independent chair entirely and that doesn't happen that much anymore. The CEO is usually the chair of the board. So the the chair here is Abhijit talwalkar is the chair of the board. Actually has more influence than the CEO on the board. Yeah, which is exactly how when you think about accountability, how will aboard is supposed to run, is it not? Well, not to mention that he sits on three of the boards. Committees. So you can see his influence right there and his his background actually suggests is a good choice for this. Former CEO LSI Corporation currently sits on companies like Advanced Micro Devices. So you know, This is a, I don't know, it makes sense. So I I, when I looked at like all the basic stats, like, how connected these board members were there were some connections, but not a lot. Like how, like, I looked at everything. I I combed through everything about their, their backgrounds, their, you know, bios and I walked away, and I felt like, wow, this board is fabulous. I don't, I don't know. Like, I, I thought like, oh, end of show, right? Like Damian's gonna be stoked because we can just end the show immediately, But that's when I started looking. I I noticed something that I thought was really weird because I looked at the director pay. Okay, I started, I asked a question like, well, I don't know that I'd vote anyone off this board necessarily. I do. I do make two suggestions for votes off, and investors tend to actually agree with these suggestions. Because the one thing that you noticed was two of the are three of the directors, got more than 10% of the vote against, right? Yeah, there were a couple directors who got votes again, including the chair that we just talked about. Oddly, I think you have some more insight there, but I, he got 16% against his re-election last year which seems odd to me. It's, it would seem odd given like the level of performance of the directors themselves or maybe it's the tower. However, he's been there for what over 10 years. The company has plateaued the company's net income actually dropped for the first time in the last year, it seems to have been In this big boom, after the pandemic and then it's just leveled off and we're not seeing any new net profit. We're not seeing any new TSR in particular. It's relatively plateaued. And there's some question about that on top of that, it seems like investors are targeting the longest tenured directors. But I noticed something about pay because I thought to myself, this is a pretty All-Star Board of humans, right? Like when you just take them as a team, it's a pretty All-Star board. What would you pay an All-Star board? And I noticed yeah. That talwalkar as the chair of this board was incredibly, well paid your chair and again sits on three different committees. His summary compensation compensation was over 500,000 dollars last year, which when you look at board, pay for non insiders, right? Like that is really high that's in the top five percent of board, pay for us companies so he's a superstar and he's getting paid like a superstar but Here's what I noticed about this and here might be the tip off of the risk of this company, right? Because they're making a thing that you think in an AI Chip War is incredibly useful. however, Only three of the companies. Customers represent, 20% of their revenue. Those customers are all in 92% of their revenue comes from. Asia comes from abroad. It's not us chipmakers, but some comes from us chipmakers. But 92% is from a broad what I noticed was The mix of pay that these directors were getting stock versus cash went from 2/3. Stock in 2012 to 5050 stocking cash in 2024. So they're not only, are they getting paid a lot more, but they're taking a lot of that in cash. Now, when they were taking stock before, The, this doesn't take into account. What they actually took home, right? This is just like how they're splitting it. so, I noticed that It's plateauing. At the same time, directors are effectively, taking stock off the table. These directors are getting one year Equity, grants, not three-year Equity. Grants like an executive might, which means every single year, they can cash out. They're getting cash to be there and then they can cash out. The cash portion of pay went up more than 200% in 12 years. It's basically a 19% raise every single year for cash and the stock went down. So I looked at talwalkar as the highest paid board member. I did a deep dive into his pay. There is no disclosure about the the necessarily whether or not they cashed out. You know if they're required to do that. Right director for fours will will have some of the same but incredibly complicated because you can't tell, you know, whether or not they're gifting it whether like there's all sorts of like Nuance about how much they're Really getting. So here's what I did. I estimated using I I estimated the what he might have actually taken home based on how much stock he had, at the end of Any Given year and the stock price at the time and said, okay, let's assume that whatever the difference is in their stock Holdings. Every single year, they might have sold some of them. They might have kept more, they got their granted, some, they're whatever. Let's assume, let's see what I can assume for the actual value of their pay package for that year, much in the way we do with CEOs. Now, what I could figure out was he took home about four million dollars in, in stock sales, and his current hold. The certain stock Holdings are worth just under 12 million. So, in reality, from 2011 to 2024, he got 15.8 million dollars in stock sales, and stock value. And then you add into it. The cash you got paid and he made just under 18 million dollars in 13 years. That's an average annual pay of about 1.4 million dollars per year. Versus what was disclosed in, 2024 is 52020 and 520,000. He's making near more than double that well, like, nearly three times that it's funny. You you cite this figure doubling at the same time, he's the chair of the board which is supporting the pay practices that out to the executive officers right now from 2021 to 2024. The the long-term Equity Target payout for the CEO. Timothy Archer has also doubled for no apparent reason. So it started at 11 million dollars, it's up to 21.5 million dollars in this current cycle. So, Hey I don't know, right? I mean everyone's helping each other here, right? And there's no really good reason why you would increase that payout like that. So the stock went gangbusters over. That's not over a few years, the target award. So that the thesis and directors will still benefit from increased share price, you don't have to increase their share award. I think what is happening here, right? Like is the stock went gangbusters but I think and this is conjecture, the plateau in the sales. And in fact, one of the things I notice is the companies now making more money from its customer service than it is from sales of machines which suggests to me that they knew this was coming and they paid while the pay is good, right? Like before you can see down the road and you can say like this is an unsustainable amount of purchases because how long how many like Giant Fab making machines. Can we sell it? It's not sustainable. They are selling more and more into customer service, and they're paying themselves more and more. In fact, when you break down the chairs pay I said it's just on our 1.4 million like, per year, I estimated based on the number of meetings now they have to disclose the number of meetings. Right there were he went to 246 total meetings in 13 years according to their disclosure, not make make believe, right? That's 246, meetings that talwalkar went to ostensibly over a 13 year 10 year on this board. If we assume some things about how long those meetings take and the amount of prep you have to do right? We assume full board meetings are probably all day we assume like these like the side meetings that they're having committee meetings, some of them are going to take a long time but most of them are going to be pretty short. Like how many times you gonna talk about? Pay everything he had 13 Paine meetings? One year, like, how many times you gonna talk about? What are you gonna talk about? Like, for 13 meeting a year. There's 12 months once a month, you get on your life, each other. What you're gonna do you're gonna say, are we as everyone get paid and then you're, you're done. But I made some generous assumptions. And what I came to was it was probably about 900, a thousand hours of work and 13 years figure. 100 hours a year, maybe roughly is what, you're is, what you're putting in. Oh, that comes to in the end. My estimate came to about 7,800 dollars an hour that the chair got paid. Which if he was an executive at the company working 60 hours a week, he would make 24.4 million dollars per year. Okay, 24.4. That is almost exactly what it executive gets paid. That's almost exactly what a named executive officer. CEO gets paid any of these companies, but but you did suggest the beginning of the, this was a All-Star board as the ostensibly is performing. Well. So what is your? What's the, what is your takeaway here? So, that is the question. That's the question. I'm posing. Basically to an investor a superstar team. This is a this is a highly paid board, right? You are paying them like highly, paid Executives, like part-time Executives. Essentially in fact I did the stupid thing which is to look his per meeting. Equivalent is the same as the following celebr, Speakers. I looked up, celebrity appearance, fees, basically every time he shows up to a meeting it's the same. As If you hired, Joseph stiglitz the American economists, show up. So how much is that what, how much money talking about 70,000 dollars per appearance? All right. Um so it's Joseph stiglitz. Yeah. How about the entire band of the Alabama Shakes? Okay? Every time you want you have a meeting, you want them to perform at the meeting. So yeah. Eric Trump oh Trump's son Emmett Smith. Oh like what's he know you want to sign. You want to sign everybody football and then walk out that conversation committee meetings. Yeah. What about Killer Mike? You do an entire set for 70 grand but all I'm saying is you're paying them at the level you pay celebrities and top Executives to sit there and meet year in year out again. Is it worth? That's what you're right. You have an answer. And my answer, and I mean is before you get to your answer, I will say that you do Wonder like, what are their shareholders upset about. So we what we saw was at least 10% of votes, which is high as we've established Right at least 10% 10% of votes against now. It would look like all four members of the nomination. Committee is my guest so that that also happens include all three of the longest tenure directors, at the correct. Yeah. So are they kind of Are they suggesting maybe that they're not worth it? That things need to change here. What do you think is going on with that vote and with your answer if they're worth it? What do you think? So, I think at some point when Revenue goes down, net income is flat. TSR is flat and it's multiple years of that. If you look at the curve, it's multiple years where we are not getting anything for our money, but we are paying everyone on this board, like a superstar director to deliver long-term returns. And again, it's the three long tenure directors, that control the nomination committee. So they're, they're the ones who are really controlling the makeup of the board. I think the time is now to say, we had a good run. Yeah, it's time to move on. Yeah, my recommendation is you voted against chair to Walker? You do not make the CEO, the chair, you need a different independent chair, and he had the highest votes again to your to, to back up your point. I mean, 60% 10's re-election. He's made a lot of money. He's long tenured, he's delivered a lot of returns to you, but now after after 13 years, I think you can reasonably Say you're no longer independent, you've been here for a long time, it's time to move on. I also suggest you vote against Eric Briand also on the nomination committee last year. Yeah, and he's the head of the compensation committee and I have a question for you. Does the compensation committee actually review the director compensation also that I think they Outsource it to a Consultants, but I think they can control it. Rubber stamps it. Because why would you go, why would you upset your members of your conversation Community? That's doubling point the two longest tenured directors who are running the compensation committee and the board as a whole who in their own, right? Or Superstars. I take nothing away from them. They're getting votes against them. The companies plateaued but you're paying yourself and changing the cash amount that you're taking as directors such that you benefit without having skin in the game in terms of equity in the game. Well I think it's time for a change. Those are my vote again. I want to throw in one more director of that. And that's Michael Cannon. Who is actually the chair of the nomination committee who was who has, who was vote 11% votes against last year who has 12% of board influence. So if you combine all three you've suddenly opened up nearly 50% of board influence, it could make a real major culture shift there. And one of the reasons why I just pick out Michael Cannon is that, he's an outlier in our data for basically underperforming. He he comes up, he's the underperformer, he underperforms overall, he hit 445 compared to the rest of the board at 6:35. He underperforms in carbon, he ended performance in controversies, he just he's just. He's an underperformer. He's long tenured, he shares a nomination committee. I saw I'm gonna I would add him to that list. If I met, I will accept your Edition. Unfortunately, no, surely proposals for us to talk about this company, I will say, as I've already pointed out for saying pay, A CEO Timothy Archer and maybe because of this well-established highly paid board that you've spoken about has seen his pay you know magically rise from 18 million dollars last year to 30 million dollars this year mostly because for some discretionary reason that we don't know, the composition committee has just keeps giving him more Equity, right? Just keeps increasing the target value of his Equity award. We don't know why. So, that's what's going over there, Sam PA. I don't know what you feel about that. You know what, I in general. I I'm I just say no one say on page, just because, but I do think the contrast here, that is more interesting to me. If you're going to say no on pay, then you should say no to the pay committee and you start with the pay committee chair, which is what we're talking about, right? We're talking about people who are willing to pay themselves significant amount even after they plateaued and revenues declining at this point. And I think actually this assessment is the important assessment, it's not just the executive as you're paying, you need to know whether or not you're paying your board members like their Executives at the company on a comparable basis, right? They show up for you know 15 or 20 meetings a year you're if you're paying them at the same rate you're paying an executive and you look at their mix and they're getting 50/50 Equity cash where the executives getting 90 10 cash in equity, something about that is misaligned also those the directors are there for seven years so I know like this is a CEO. Pay. But I think actually, these things are inexorably linked. I think you should in general, I vote against pay. I don't really care. I think you voted against the pay committee chair in this case. And I think you actually need to align the director pay and the CEO pay, and they're not. So that's a vote. No against pay a vote. No. Against competition competition committee chair. Eric Brant, a vote. No against nomination, committee chair, Michael Ken, and then a vote, no against the overall board chair. Rpgt talwalkar. All I think all three of them long tenure directors to boot and all got more than 10% of votes against the last meeting that's it, anything else? That's all I got. That's the proxy countdown for the week of October 21st 2024. Join us. Next week, when we jump back into the alternative democracy pool Forever on the lookout for sure, holder sharks, holding band dates,