Show Notes
PROXY COUNTDOWN SCRIPT <THEME MUSIC> This is Proxy Countdown. Welcome to the big show for the week of October 7, 2024 alongside my tag team partner Matt Moscardi. I'm Damion Rallis. On today’s countdown: LPL CEO Dan Arnold said something he shouldn’t have Zoom is super stoked about its new CFO A proxy battle at Pfizer is heating up quickly An honorary victory for environmental shareholder proposals at General Mills And on the Big Vote, Matt made a quiz <TRADE WIRE BUMPER> Trade Wire - BUY/SELL Top Stories: LPL Financial Holdings fired its CEO Dan Arnold for violating the company's code of conduct and appointed chief growth officer Rich Steinmeier as the interim CEO. Danny-boy was terminated for “Cause” and is therefore not entitled to receive severance benefits. All we know so far is that Danny-boy, who had been CEO since 2017, was fired for making statements, not yet known publicly, to employees that violated the company’s code of conduct. We have parity at ITT Inc. Maggie Chu is now a director and we are 50/50: 5W/5M. How sweet it is, CEO Walter W. Bettinger II is stepping down at The Charles Schwab Corporation at the end of the year. Next up is Charles Schwab President Richard A. Wurster. Still lurking on the board are Charles Schwab and daughter Carolyn Schwab-Pomerantz, who control 68% of actual influence. Kinsale Capital Group has added Mary Jane B. Fortin to its Board. This is only the 3rd woman: the other 2 have combined 3% influence: Michael P. Kehoe, the company’s CEO, Chair and largest individual shareowner with 4% of shares, controls 78% of board influence. Zoom Video Communications announced the appointment of Michelle Chang as the Company’s CFO. Her initial grant of restricted stock units is worth $24 million. HELLO!! Two old dudes, Hansel E. Tookes II and Kurt M. Landgraf, are stepping down from the board of Corning Incorporated . Before their retirement, Corning’s board included 6 dudes over the age of 70. Both retiring directors have served since George W. Bush’s delightful administration. <PROXY CAGE MATCH BUMPER> PROXY CAGE MATCH The big rumble this week is at Pfizer, where activist investor Starboard Value has accumulated a $1 billion stake to revive flagging profitability at the drugmaker. Reports indicate that Starboard believes Pfizer had been mismanaged as the pandemic receded, notably in spending its $92bn Covid windfall on a costly $70bn acquisition spree. Pfizer’s market value has roughly halved since its pandemic peak. The latest news is that, after initial reports that former Pfizer CEO Ian Read and former CFO Frank D’Amelio would be supporting the activist, the two former Pfizer executives announced late Wednesday night that they won’t support efforts by activist investor Starboard Value to shake up the giant drugmaker. In response, Starboard alleged that Read and D’Amelio were coerced into issuing the statement. People within Pfizer or company representatives “purportedly threatened to commence costly litigation against them, claw back prior compensation, and cancel unvested performance stock units,” Starboard managing member Jeffrey Smith said in a letter to Pfizer’s board. It was also reported that Starboard has met with Lead Director Shantanu Narayen and Suzanne Nora Johnson, the board’s longest-tenured director. Activist investor Mantle Ridge has a $1 billion-plus stake in industrial gas supplier Air Products and Chemicals . The activist investor wants to push the company on succession planning for Seifi Ghasemi, Air Products’ 80-year-old CEO. According to our data, 71% of board influence are tied up in the board’s four oldest directors, all at least 72 years old. Less than a week later, hedge fund D.E. Shaw revealed it had amassed a roughly $1 billion stake in Air Products and Chemicals, and that it plans to nominate three directors to the company’s board after its efforts to engage privately with the company had been largely rebuffed and marked by “an apparent lack of urgency.” Scott Sutton, the former CEO of Olin, is one of D.E. Shaw’s nominees and is seen as a potential CEO candidate. In other news, U.S.-based Farallon Capital Management has acquired 7% of Japanese elevator maker Fujitec 's shares, with the asset management firm disclosing that the purpose includes possibly making major proposals. Lastly, Gerresheimer's shares are up after a regulatory filing showed activist investor Ricky Chad Sandler had bought a 5% stake in the German medical packaging maker. Gerresheimer’s board is led by its former CEO, Axel Herberg. According to the data at freefloatanalytics.com , he controls 29% of board influence. <VOTE RESULTS BUMPER> VOTE RESULTS TABLE The winner of the week is Golden Matrix Group director Anthony Brian Goodman, who is loved by 99.987% shareholders. Two directors failed to receive majority votes at Expion360 : 80% of shareholders said a big fat NO to George Lefevre and Tien Nguyen. There is no clear reason for the vote other than the fact that George chairs the board’s nominating committee and there are zero female directors. At large cap companies: nothing much going on at Lamb Weston Avangrid shareholders approved the proposed merger with Iberdrola Two shareholder proposals fared relatively well at General Mills : SHP – Disclosure of Regenerative Agriculture Practices Within Supply Chain 28% YES A proposal submitted by Green Century Capital Management requesting a report assessing how the Company can increase the scale, pace, and rigor of its sustainable packaging efforts including by reducing the use of plastic packaging received the support of 39% of shareholders. Pretty damn good considering do-nothing Vanguard controls 11% of voting power while BlackRock and State Street combine for another 16%. Without the Big 3, 61% of shareholders said YES. A proposal submitted by As You Sow requesting that General MillS disclose the reduction of pesticides achieved through adoption of its regenerative agriculture practices received 28% support. And finally at Trimble , a shockingly high amount of shareholders rejected the reappointment of auditor Ernst & Young. 20% said NO. Audit Committee Chair Mark Peek also received 21% against his reelection. Trimble was forced to reschedule its originally scheduled annual meeting from August to September while waiting for Ernst & Young to complete its audit procedures. Total fees also rose 44% from $8.1 million in 2022 to $11.6 million in 2023. <THE BIG VOTE BUMPER> THE BIG VOTE Matt Quiz Easy warmup - where would you put a college dropout with a background in computer science and limited to no moral compass? Put this person on a board: a woman with a background in engineering, medicine, physics, psychology, and therapy. What kind of company should they be on? Amy Wendell Knowledge base: Engineering, Medicine, Physics, Psychology, Therapy 63 years old Female Average influence 15% 2 boards Hologic - Healthcare Axogen - Healthcare Put this person on a board: A 53 year old woman with strong influence everywhere she's been with a knowledge background in biology, economics, fine arts, and history who already sits on two boards Shar Dubey Match Group - Interactive Media Fortive - Industrials Guess the industry of this company: 75% of directors are lawyers, 50% have knowledge of public safety, 42% have MBAs or finance backgrounds, 33% have math, building experience Huntington Ingalls, Aerospace & Defense company! The non-lawyers: Victoria Harker ex-CEO of digital media company, prior CFO Leo Denault ex-Entergy CEO, accountant Stephanie O’Sullivan Title is “business consultant”, civil engineering degree, ex CIA Put this person on a board: A 30 year old white male with two internships, both at media companies. NEPO Quentin Dolan Knowledge base: two internships at media companies 30 years old Male\ 3 boards MSG x2, Sphere Guess the industry of this company: 30% of the board is named John, all of the Johns have the exact same knowledge background (Administration, Econ/Finance, Math), John influence is 27% (no insiders), all Johns have more than 15 years of tenure (two have 23 years) Arch Capital, Insurance! John Pasquesi (Otter Capital with a website last updated in 2001, invested in Arch in 2001 but “independent”), John Bunce (investment orgs, including Greyhawk Capital with a website last updated in 1998), John Vollaro (ex Arch, “independent” since 2009) Your company is facing some significant pushback from investors, with lawsuits from product failures and corruption charges… but you need to add a new board member. What kind of person do you look for? If you’re Bayer facing cleanup of billions in liabilities tied to Monsanto, an IUD that perforates the uterus, and PCB contamination, you add Jeff Ubben of ValueAct Ubben is on the board of Exxon, who sued its own shareholder Ubben was on the boards of Sara Lee when it went bankrupt, the board of Omnicare when they paid $9.8m in penalties for kickbacks, and the board of Acxiom which had a data breach of 1.3bn customer records Last 7 years, controversies performance of 0.462, TSR of 0.328, earnings of 0.225, with 11 active controversies under his tenures (ranks in the top 1% for most controversies by count) DAMION: That’s the Proxy Countdown for the week of October 7, 2024. Join us next week when we jump back into the Alternative Democracy pool... forever on the lookout for shareholder sharks, floating bandaids, and wayward directors. <OUTRO THEME>
Transcript
This is proxy countdown. Welcome to the Big Show for the week of October, 7th 2024 alongside my tag team partner. Matt mascardi. Hey I'm Damien Wallace on today's countdown. LPL CEO, Dan Arnold said something. He shouldn't have zoom is super stoked about its new CFO. A proxy battle at Pfizer is heating up quickly and honorary victory for environmental shareholder, proposals at General Mills and on the big boat, Matt made a quiz. Let's get to our trade wire LPL Financial Holdings fired at CEO, Dan Arnold for violating the company's code of conduct in appointed Chief growth officer rich steinmeier. As the interim CEO, Danny boy, was terminated for cause, and is there for not entitled to receive Severance benefits? All, we know so far, is that Dan Arnold? Who had been CEO since 2017 was fired for making statements. Not yet known publicly to employees that violated the company's code of conduct about that new wrinkle, right? Yeah, what kind of statements do you say like, how many racist things do you have to say, maybe and we know in the corporate world that when you're actually terminated for? Cause that's serious. That's a barely happens because they're gonna take all your money back. They know golden parachutes. None of that we have parody ITT Inc. Maggie chew is now a director and we are 50/55. Women 5 men, How Sweet It Is. Come on. We don't have that very often. I want to Celebrate it, what? Come on, what's the gender power Gap, though? That's, is that the real question it's about, even you can look that up as I move on CEO, Walter bettinger the second stepping down at the Charles Schwab Corporation at the end of the year. Next up, Is Charles Schwab, president, Richard wurster, but still lurking on the board are Charles Schwab himself and daughter. Carolyn Schwab pomerantz, who control 68% of actual influence? So, A little bit left out of the headlines there. When you see the CEO leaving a company that is named after someone who's already on the board. I mean I don't think you have to dig that deep to figure it out though. Just so you know I T T inks gender power Gap. Negative 15% before the addition, so not great. Kinsale Capital group has added Mary Jane Fortin to the board. This is only The Third Woman. The other two existing female directors, have a combined influence of three percent. According to data at freeflow analytics.com, Michael, Kehoe the company, CEO chair, and largest individual share owner controls, 78% of board influence. Zoom Video Communications announced the appointment of Michelle Chang as the company's CFO. Her initial Grant of restricted stock units is worth 204 million dollars. Wow. That's why they call it a golden hole. Nice start. And lastly, in our traded wire two old dudes, Hansel tookes the second and current, landcraft they sound like old dudes are the old. They are the guys from the balcony in Muppets our stepping down from the board of Corning, Incorporated before their Retirement corning's Board included six dudes over the age of 70. Both retiring directors have served since George W. Bush's delightful Administration they've been there a long time. That's a little while. Moving over to our proxy cage match. We have a lot going on this category this week. First of all, the big fight this week is at Pfizer. Where activist investors starboard value has accumulated a 1 billion dollar stake. Our reports indicate that starboard believes in Pfizer has been mismanaged since the pandemic receded, notably spending its 92 billion dollar covid windfall on a costly. 70 billion dollar acquisition spree. Pfizer's market value has roughly half since its pandemic. Peak, the latest news out of this fight is that after initial reports that Pfizer former Pfizer CEO, Ian Reid and former CFO, Frank tomio would be supporting the activist. The two former Pfizer Executives announced on Wednesday that they won't support the activists. That's confusing. Yeah, in response starboard alleges that read into millio were coerced into is showing the statement saying that they were basically threatened to be sued and that have their their, their compensation clawed back. It was also reported that starboard has met with lead director shantanu, Narayan and Susanna, Nora Johnson the board's, longest tenured director. This is why the influence percentages at free flow. Analytics.com is so important because it does really suggest where activists board, you know, where active is might start talking to board members, right? Because Suzanne Nora Johnson in our, in our metrics is one of the most. She has one of the highest influences on the board. So well, there is the interesting like blank email. The blank email was sent to accidentally sent to Albert borla, the current see who else but it was meant to be sent to two members of the board from ex-cfo Frank, d'amelio. So clearly two things are true to see the cfo's know the board members very well. Alright, well enough to To send emails to them directly but he accidentally there was a starboard value employee on the email and that's what tip borla off. So there is a lot of drama unfolding here. And if you want to hear about our take on Jeff Saun in feld's response to some of this drama, go get business pants or other podcasts. Yeah, I'm sure gonna talk about Pfizer for the upcoming weeks, especially here on this show, other in other news, activists investor mantle Ridge. Has a 1 billion dollar plus stake in industrial, gas supplier, Air Products and chemicals. The activist investor wants to push the company on succession planning for safety. Qassimi are products 80 year old CEO? According to our data 71% of board influences tied up in the boards. For oldest directors, all at least 72 years old, including the CEO. So that's a good place for mantle Ridge to start less than a week. Later, the same company hedge, fund de Shaw, revealed it has a Mastery. 1 billion dollar stake in Air, Products and chemicals and that it plans nominate three directors to the company's board. So how many billion dollars Stakes are available? I don't know. They active is coming from all kinds of directions. I'm Scott Sutton, the former CEO of Olin is one of d e Shaw's nominees and his potential CEO candidate. Elsewhere US base fare along, Capital Management has acquired 7% of Japanese elevator maker, Fuji Tech shares. and finally, Garish Shimmer's Shares are up after regulatory filing, showed activist investor Ricky, Chad Sandler. Had bought a 5% stake in the German medical packaging. Maker. Garris board is led by its former CEO at axle herberg who are according to the data at free flow, analytics.com controls 29% of board influence, so I would suggest that would be a good place to start. That's a little abnormal for a European board too. To have an ex CEO sitting. Yeah, you don't see that. He's the current current chair axle, Herbert. All right. Moving over to our vote, results table, the winner of the week. Is golden Matrix Group director. Anthony Brian Goodman, who was beloved by shareholders 99.987% of shareholders, voted for his approval. That's really shares left. Like, that can't be many directors. Fail to receive majority votes at X Beyond 360. 80% of shareholders had a big fat no to George LeFevre and Tien win. There is no clear, reason for the vote other than, I don't know. I don't know, George chairs, the board's, nominating committee. And there are zero, female directors. Could that be one of the reasons I couldn't find a reason for TN? I don't know, sometimes, it's just, it's just hard to know, you know, I wish I wish they'd tell us. I whenever I don't know, I just blame ISS in glass Lewis to make myself feel better good enough at large cap companies. We had about four votes this week, not much going on. Lamb Weston really just a boring old vote where everybody supports management at Avon grid. Kind of the same story, shareholders did approve, the proposed merger with iberdrola, A moving over to General Mills to shareholder. Proposals did pretty well. All things considered first shared proposal disclosure a proposal submitted by Green Century Capital Management requesting report accessing how the company can increase the scale pace and rigor of its sustainable packaging efforts including by reducing the use of plastic packaging receive the support of 39% of shareholders, that's pretty high, and, and really damn good. Considering that do nothing Vanguard controls 11% of voting power while BlackRock, and State Street combined for another 16%. So without the big three, 61% of shareholders, said yes, to a plastic packaging proposal. That's, that's a, that's a victory of some sort, right? It's something I like that. That's what we can consider Victory is. I know, I know. And then a proposal by as you so request. General Mills disclose reduction of pesticide received 28% support us, you know, not too bad over there at General Mills. And finally, at Trimble. A shockingly high amount of shareholders rejected the reappointment of auditor ertz and young that you never see. This 20% said, no, I don't feel like I ever see such a high that is a lot. Reject auditor. Also audit committee chair, Mark Peak also received 21% against his re-election. I don't know if those that was, yeah, there's some linked. The only thing I could find was that triple was forced to reschedule. It's originally scheduled annual meeting from August September, while waiting for Ernst and Young to complete its otter procedures. I don't know what that's about, they didn't find any reason to financially restate. Anything, I don't know. Why aren't some young was being slow, but could that be the reason? I don't know. The guy in the department six given actually handles that, but this is the sad state of Cheryl, or democracy were were, like, I'm recording 20% saying no notice. Well, I will say, That's the golden Matrix Story. The very first story, 99.987 percent of shareholders approved. Anthony Brian Goodman. I did some quick back of the napkin math that came out to 2,346 shares. That's that's that's how many people did not like that. One guy that could be one could be one person right with all sounds like it. Yeah, pretty much. All right, that's it for for me. What he got? The big vote is a little bit different this week. We're not, we're not fully analyzing a company speaker, we normally analyze the company and next week we will analyze a company will analyze Parker Hannifin Parker Hannifin, but this week, I wanted to do something interesting because there's not a lot of big meetings coming up yet. It's still early in the proxy season so I figured why not throw a quiz at Damian rawlas Yeah, why why not or why? It's a very simple quiz it. Basically I'm going to ask a couple of, I'm gonna give you a couple characteristics and I want you to put the the person with those characteristics on a board. So you just gonna pick something. Here's here's an example, an easy warm-up, where would you put a College Dropout with a background and computer science and limited to know more moral compass, like what kind of company board that person be on? I, I mean, what about like a wrestling company like a media company? That's a great example. The worldwide. Yes, entertainment. So typically that type of person in the data might go to a tech company, you know, a software company interactive media company something, where a lot of men hang out. It's very little a lot of like marketing and maybe there's no like, profit being made and maybe they're ruining the world, but let's start. There's only six questions on this quiz. So we're gonna go pretty quick. Let's start with an easy one. It's just a layup. Okay. Put this person on a board, a woman. Background in engineering that this is knowledge data from people analytics knowledge, background in engineering medicine, physics, psychology and therapy, and Engineering medicine and physics of the big ones. What kind of company should this this woman be on? I mean, Pfizer's in the news about a Pfizer. Exactly. So this I actually pulled this from. These are all real directors is Amy. Wendell her knowledge base is engineering medicine physics. Psychology therapy. She's 63 years old. She has average influencer at two companies of 15%. So she's an influential person, and she's on the boards of two healthcare companies, logic, and oxygen. So, okay, that's how the this this works. Very, very simple. You're just gonna put this person on a board. Now, I'm going to make it slightly more complicated. You ready for this? This is a real person, not know. I'm pulling the data from real person. This is a 53 year old woman with strong influence everywhere. She has been Knowledge background in biology, economics. Fine, arts and history. Biology economics history. Yeah. What kind of companies could you leverage this person on? Ah, say it again, biology. So imagine like a woman who's gotten biology? Fine Arts biology economic economics. Could be finally, I mean really, I don't sound like a tiny person that you want might want to slot in anywhere everywhere. I'm originally thought for some reason was CVS. I don't know why I thought CVS but but they, yeah, they could be helpful, a lot of different companies. So, very well, rounded person. I am describing Char, duvet Who is on the board of the match group, as in Match.com. And they have that's a way interactive media feels like a total waste of that person. Yeah, yeah. We don't need that all. So on the board of fortive, which is an Industrials company, which seems like a better use of their time. But I would say there is this is where companies sort of mismanaged and I shouldn't say companies, I should say, investors mismanaged, their allocation of human capital. This is a person whose background and their their the power they have in these boards. They're experience suggests. They could be in a lot of places. I know she was and she's a, like, a co-founder of one of match groups, subsidiary companies, or was the CEO of match group. I know she's like, Insider stuff like a dating app. Yeah, something like that. Okay, but that it doesn't mean that this is not a person that you couldn't leverage somewhere else. She would be excellent on. Any number of boards, engineering Focus, companies construction, Focus companies, Health, Focus companies put on Tesla, her background suggests that she could basically, you could Slaughter in in most places and she'd be actually really useful. It sounds like you're describing the adult in your room, right? That's what I'm trying to describe and I don't know if she's the adult in the room but I know what that her knowledge would be. All right, here's a slightly. A different variation on the same theme. I want you to guess the industry of this company based on its board, these are the knowledge of its boards, some of the, the knowledge mix of its board. Okay, 75% of the directors. Are lawyers. Oh, 50% have knowledge of Public Safety. 42% have mbas or Finance backgrounds, 33% have math backgrounds. Now those are all it's a mix, right? Like they can have it could be the same people having multiple backgrounds. I mean, I'm just thinking something like, old-fashioned like a banker insurance company or something or this company is Huntington Ingalls and Aerospace and defense company what it makes. Absolutely no sense. If you are an investor, yeah, to have a Aerospace company where it's two, three quarters of the board. Have law backgrounds doesn't that suggest there might be something wrong with the products. Something Fishy. Yes, that feels weird. Like I know that laws are necessary skilled to have it a boardroom because there's a lot of like Arcana that goes into corporate maybe like 20% tracks. Yeah, but maybe portion of your maybe a quarter feels reasonable. Plus if you have that many lawyers arguing with each other, on a board is not kind of annoying. I don't mind the arguing, I think arguing is an underrated skill, they can argue all day as long as decisions get made, I worry that look by definition law, what the company. He makes, yeah. But they won't be arguing about what the company actually. Does the arguing about something? Yeah, they'll be arguing about that because they won't let you vanilla flavored or hazelnut flavored coffee and the merits of each. But I do think that you don't want to highly defensive board at an aerospace company. When most of that, defensive knowledge is law. Like that's defense against someone else, not safety Aerospace. You figure what 50% engineering 50% safety 25% law, 25% econ, right? Like, yeah, think of it, like, I'm putting together, well, a skillset not, I'm putting together, like, whoever the company elects air quotes for me. You, I want to skip, you might be pointing out one of the major flaws of this system, which is that Shirley's don't actually get a choice, right? But first of all, the problem is that these, as you kind of just reference the board puts this new Dyer, Are on the board before the shell is even have a chance to vote right there. They often join the board before the election, right? Absolutely. And then they're not contested elections. You don't actually pit two people with disparate skill sets against each other. I mean, you could look, I would think it's fair. You asked to shareholders, would you rather have another lawyer or would you rather have someone who has this background? Pertinent to this, you know, to the company for this reason, let's shareholders decide, but they're not giving any of these opportunities. I also know that for most of not, most of these companies, the nomination committee runs, you know, the the shortlisting of potential board members, right? And that's nomination committee. Does it often in conjunction with the management team? The CEO, with the CEO on the chair of the board was setting the agenda of the board, if they're the CEO knows of the nominating committee is shortlisting, and before they bring it to the whole board. Anyway, right why on Earth doesn't the nominating committee more routinely go to investors first? They're the ones they're supposed to represent with a longer list and saying, here's the stats on these people. The reason why they don't do it is because they don't have stats, they'll go to a board placement agent. They'll say we want some, some people who, you know, fit some category, broad categories. They get a short list and then they pick someone. They know there is an opportunity here. To do it because at Huntington Ingalls the non-lawyers on the board. The only three directors on the board, they do not have law. Knowledge in their background, are the following Victoria Harker, she's the ex CEO of a digital media company. She was a CFO prior to that. How does that overlap with what you want at Huntington Ingalls and Aerospace, and defense company? Don't know, Leo, Denault xenergy CEO. He's backgrounds in accounting. So energy and accounting and Stephanie O'Sullivan whose title is business consultant at least she has a civil engineering degree and she's ex-cia. So she's probably there to represent sort of a government stake in what Huntington Ingalls this making because they have large government contracts but these are it makes very little sense to me. How this is the board that you construct just a poor skills perspective. Yeah I was gonna say other than maybe they're just going for A group of people who all get along, maybe they just have a nice Chit Chat which is one of the problems that we know from research by PWC or surveys from pbwc that board members, tend to feel uncomfortable dissenting because there's too much Social pressure to dissent. We also know that board members when they look around the room almost all the boards can name at least one person on the board that they don't think should be there. And that's not necessarily the same person. This is a like an anonymous survey meaning that when you look around, you're thinking these people should not only, am I uncomfortable dissenting because of the social pressure not to or the power dynamic in the room. I don't think some of these people even belong here. They make no sense. Well, According to the data, free flow, analytics.com Huntington Ingalls Industries. Their directors are hitting 454 overall performance and their peers in the Industrials. Industry are hitting 583. So they're, they're way underperforming their own peers, which makes sense. Because when you put defensive people in the position, what you have lawyers, running the company and we've seen this, we saw it at Boeing where it was finance and law running Boeing and at Airbus they had engineering running it. What you end up with is you're willing to do. Sometimes you'll willing to cut corners but you don't know the industry. The the point is there's a disconnect between what you know and what the what the company that you're supposed to act as a fiduciary on does that disconnect shouldn't exist. All right, here's your next Quiz question. There's only two more put this person on a board. A 30 year old white male. who's background dirty 30 year old 3 0 , 3 0, Who's background includes? Two internships. Both at media companies. That's it, that's the whole thing. So, I have to put this person on a board amount of bored. What? Well, where do they fit? It's funny. You said that, because when I heard 30 year old, two internships before you even told me Media company. I thought, well, this is probably this. The son of a wow, that is really, really impressive, right? This is how awesome they even in this world, right? Isn't that is, that is really impressive. It actually proves that you've been in this industry for too long. It is nepo, baby, Quentin Dolan. It is Sun is the Dolan family. There you go. He's one of the one of the least liked families in America. He's on three boards. All of which is father owns James Dolan owns MSG. Nobody likes Square. Garden has two basically separate listed entities and sphere which is another entity. But if you're an investor, I know you want these like you know, this is a controlled company so you can't say very much but you do have opportunities to overrule these things at say Tesla, right? Where Kimball musk is on the Board. And in fact, Kimball musk is one of a rarefied air. Of family members on a non-family board at a non-controlled company. It's not a controlled company. Yeah, except when you look at our data, you look at the data free flow, analytics.com. They'll suggest it is a control. It's controlled by influence and power. Not controlled by share structure still. So when investors have the ability to vote? Yes, they can vote. Look at some data. If you look at the data, you could change that power Dynamic. But yeah, I'm impressed that with two internships, are you need was 30 year old, a young white male with two internships and where it's, you know, it's the son of. Yeah. All right, guess the industry of this company. 30% of the board is named John. All of the Johns, have the exact same knowledge background, according to freefloat data Administration, econ, finance and math. They're all like math Bros. Oh, they are not insiders, they have 27% collectively of the influence on the board. But all of them have more than 15 years of tenure. You know, I don't know why but I first landed. My first thought was something from the Midwest region like something. Could you? I feel like we tend to see a lot of like, A lot of like, clusters are the same type of director in the Midwest. And we also see that a lot of Despite the industries, they're in, we see a lot of like, heavy background and economics, you know. Yeah. An accounting even maybe just too much. I mean, yes, it's fair to have one or two, or those directors but so what some? I don't what's in the midwest, maybe just something manufacturing deer. So your instincts are my instincts because when I did the research, you're wrong and I would have been wrong, too. I thought it was like an O'Reilly Automotive. It felt like that, right? Like, like everybody got their MBA at Iona State and somehow is on, you know, the board of this company. It is actually Arch capital and insurance company. Oh, okay. That makes sense to the three bunch of John 3 Johns, are John pasquesi. Whose bio says, he, he works at otter capital, and their website was, I think the last updated in 2001, but they invested in Arch into 2001 still considered, quote unquote, independent John, Bunce who's investment, or is include Grey Hawk Capital, who their website was last updated in 1998 and John Valero who is actually X Arch. He left arch in 2009 and he's now quote, unquote independent. My point is this, when with the company like this, When you have three people with the same skills that's bad. If you if you have so many duplicative skills on the board what do you need? Another three, who have the exact same background? When those three people are all men named John have we've been up. I was gonna ask, is it changed? The fact that they're all the same name? Does that change that at all? We've just given up at that point, haven't we? That's, that's bananas. That's, this is not a controlled company. Maybe they had they maybe the denomination committee chair is nearsighted or dyslexic. Maybe they're just like the right. There's some kind of a neurodivergent pattern emerging where they they keep a point in the same person over and over. We don't know. You know it's not there's actually there's actually academic research that shows that when an analyst at a sell-side firm, like, if you work at like, Deutsche Bank or something and meets with the CEO, if they both have the same first name, the analyst is statistically more likely to give you a higher, Buy sell rating. When even when you control for other factors, meaning people find human connections when you load a board with John's and they all have the exact same background. You will not get independent thinking necessarily, you are actually removing. Those are human biological impediments to making individual independent assessments, which is what you want when you're hanging out. Now, I know why I've struggled to make friends my whole life because my name is Damien. Yeah, nobody has that name. Nobody likes. Nobody likes the name and yeah. All right. My last question, my last one for you. Your company is facing some significant, pushback from investors. There are lawsuits about product failures, you've corruption charges, there's all sorts of issues but you need to add a board member this year. You're adding one every single year for refreshment. What kind of person do you look for? It doesn't really matter. The industrial just give me like some of the skills are background of the kind of person that you would look for. Just off the top. There's not a right answer either. I mean, I I would I would For some reason, I'm going either to like legal or academic. Someone who has like a good holistic view of like maybe how to fend some of this off. So, my instinct was regulatory, right? Like, my instinct was well legal, right leg, exactly. Like, it's either from a maybe, a government background, or at least, from like a, or a legal firm or academic setting. Like, let's say, I'm a US base manufacturer facing these charges. I go find a European X regulator and put them on the board because they know like the bureaucracy. They know the challenge or not international love the idea of international. Yeah, if you're Bayer, which is a, I was thinking and international company and you're facing the cleanup and billions in liabilities, tied to Monsanto Italian tied to their IUD. That they manufactured, that perforates the uterus of women who have been using it PCB contamination. Here's who you add in 2024? Jeff. That's just a value act. That's who they added an activist. Is that an actress added? An activist duster? Yeah, you act as an active investor oven This is the part that's very confusing to me. And if you're an investor, this is why the background matters. When you see activist investor added to the Bayer board, you feel like great turnaround as possible. Except that the problems that they are faces, isn't just the share prices down. It is that they're Perforating women's uteruses. And they are cleaning up after years and years of Roundup, cancer contamination, right? Like, well, totally horrible biological like real world stuff, not that, I would suggest value. I would suggest that value Act is not care about that. They care about solely about TSR, they don't care about stakeholders. So here is urban your representative. As a fiduciary on the Bayer board. Here's what he has in his background up in his on the board of Exxon has been since 2021 who just sued a shareholder for asking real world, questions about carbon emissions, he's on the board. O'Kane the lawsuit that Exxon rather than going through a normal process we're excluding or even just putting it on the ballot Exxon sued our junah capital. Yeah, go ahead. Oven was on the board of Sara Lee, you know. Sara Lee like what are they cupcakes? Yeah, he was on the board when they went bankrupt, he joined the board. Several years before that. He's on the board of Omnicare when they had to pay 9.8 million dollars in penalties for Kickbacks before they got acquired, he was on the board of Axiom, which also got acquired, but while he was there, they had a data breach of 1.3 billion customers records. Whoa, billion, customers records. A lot of customers in the last seven years. Jeff Evans performance has been 462 on TSR middle of the road. So you're not getting masterful. TSR performance, which is what you probably looking for, 328 on earnings and 225 on controversies, and he has 11 active. He's one of the highest active amount of controversies when we flagged directors for controversies in our entire database. He's in the top 1% for the most controversies by count. Well, that's who they added to help Bay or clean it up. I will tell you this, I am generally favorable to activists investors. They represent shareholders and I like the idea of shareholders, you know, having a counter voice to management but When they nominate themselves or their family members to join the boards and not, you know, go out in the world and pick that the right skill set that could actually help the board. Then I'm completely skeptical. I have no I got nothing against value act, you know buying up a stake in Bayer and putting on the proper expertise but why why do you need Jeff Jeffrey ubin? I don't understand. I don't it's just sounds like ego at play. I don't I don't think that's gonna I think it's yeah, it is pure ego because you're you have no recognition of the importance and role you would play on that board except to say, I'm a shareholder. I represent myself and I want my stock to go up when you're dealing with a company that has real world liabilities that need to be cleaned up, that need to be handled and they need to be handled. Delicately, because you're talking about stakeholders, that are sounds like someone who's using the stock market to gamble and just make money in the short term. So you passed the quiz was, I'm actually impressed. Did I feel like I did? Okay. I I'm impressed mostly with the nepo baby pull out. That's that was fabulous. But the point of this quiz was, when you actually look at the data and you sort of pose the question before you do the analysis, which when we do Parker Hannifin next week, I try to do the same thing, right? Like, what would I expect, what kind of board would I expect? Who, what kind of people should be on this board? Who would represent me? And then when I look on the board, and I say, well, where would I put this person absent this company and if I don't come up with this company as, you know, in their industry and what they do as the answer then you know you have a disconnect between the people you're hiring to be your fiduciary agent and and the skills that they have the what the company actually needs that is a problem. The data is useful in this abstract way where you can ask the question first, what would I expect and come up with a thesis then back your way into what actually exists? And if there's a big disconnect then you know that there's a potential for something to go wrong. That's what I got this week. That's the proxy countdown for the week of October. 7th 2024, nice to have a occasional quiz on the proxy. Can I know we'll have to do it more often. Join us next week. We well at least do it more often when proxy season is not that or right? Yeah, join us. Next week, when we jump back into the alternative democracy, pool will be covering Parker, Hannah and forever on the lookout for shareholder sharks floating Band-Aids and Wayward directors.