Transcript
This is proxy countdown. Welcome to the Big Show for the week of June 24th. 2024 alongside my tag team partner, Matt muscari I'm Damien Rollins and today's countdown Tyson Foods berries, the alleged lead Veeva systems laughs at a shareholders, a proxy cage match heating up at masimo. John Sheppard and continues his winning streak and on the big vote. For get what they told you in 3rd. Grade science, all snowflake directors are alive. Start with our trade wire Matt. Very busy. Let's just stuff going on. These are actually stories over the last two weeks. We were off last week. On June 13th. Tyson Foods announced that CFO John R, Tyson heir to, the Tyson family, has been suspended from his duties effective immediately, and that Kurt Callaway will serve as interim CFO. Matt has some information on Callaway in a minute and exhibit to the filing added. We are aware that John Randall, Tyson Chief Financial Officer of Tyson Foods was arrested for an alleged DWI. Not sure why that sentence couldn't have gone into the main report, but you know it was tacked on to. There we go. Tell us about The replacement in terms of CFO Kirk Calloway however, I think Kirk Calloway has got to be celebrating somewhere because he's been at Tyson for 18 years in the finance and Treasury Department prior to that. He was a PWC for 11 years, as an auditor and actual auditor. Meanwhile, the, the man boy, he's replacing nepo, baby, John Tyson on an intern basis. On interim basis. Has that a total career of five years? Four of, which were as a make-belief sustainability officer but he has the name Tyson. So I would say this is an upgrade somewhere or someone investor should be celebrating. I will say this, this is the most unbelievable clear-cut example of nepotism in a boardroom, right? Because when I went to his LinkedIn profile, I was I I had to do a double take I Kurt Calloway's, experience is perfect. It is I feel so yeah. If you ever want to talk about this case in your, in your corporate governance class at Hamilton College, use this case, James White lead, independent, director of a firm Holdings has resigned Mr. White informed, the company that his decision to resign was not made because of Any disagreement with the company on any matter relating to the company's operations policies or practices my best guess. However, is that he accessed, free flows, free platform and saw that his overall influence was 7% compared to the 73% influence held by founder CEO and chair Max lechon. That's just a way to plug our free platform. Free float. I like that. Yeah, and June 19th. On the recommendation of a special subcommittee, of the compensation committee. I'm not making this up. There was a special subcommittee, of the compensation Committee of the board of directors of veeva systems. CEO and founder. Peter gassner was granted 2.65 million premium price Performance Based stock options outside of the scope of the company's Compensation Plan in case. Anyone was very worried, gas near recused himself from the vote. That was nice. Again, this is a what I have never seen a special subcommittee Forum to to figure out a way to give the founder and CEO more money. So there you go. Okay, can I ask so, how big is the compensation committee that they could? Find enough people for a special subcommittee of the composition committee. Also, at veeva systems, this is the same company. Shareholders voted out director Paul sekri with a clear majority of 51% saying no. But the board decided to ignore the vote, quote. The board's decision to not accept Mr. Secretary's, resignation was based in part on Mr. Secretary's. Extensive executive and board experience. There you go. The board then went on to blame. Yes ISS and said that it would not be in the best interest of shareholders to accept his resignation. So it would not be in the best interest of the same shareholders, that voted him out. To to vote him out. That's what that's that's basically what they're saying. So why were shareholders on ISS so pissed? Well, ironically enough. It was because of his extensive board experience, Paul currently serves on the boards of are you ready for this? Vtv, Therapeutics longboard Pharmaceuticals, compugen, adhere Tech Spring Discovery, e Genesis and of course of veeva systems. So there you go, all the In fairness. Um, Gessner. In his bio lists Gessner serves on numerous Bible. Talk about Paul secretary. The director voted out. No, I'm talking about director on your guys was bored. Okay. Serves on quote, numerous private company boards. They don't give a number to numerous but it could be 20. Yeah, they don't just don't know. Yeah, we just don't know. So we are voting entirely on an ISS policy that says no more than five boards. That's what that's 51% was. Yeah, but we just honor the shareholders and get rid of the dude. And lastly, they did say no. Yeah. And lastly, we have three golden. Hello Awards to report on. First Paula Hansen and the new Chief Revenue officer at DocuSign. She will receive a golden, hello package, consisting of a one-time signing bonus of 4 million dollars in cash in 27 million dollars in equity, half of which will vest annually over four years of her desk chairs, still warm essentially if she just shows up for her job good just showing up likewise at HP new CFO. Karen perk Hill will receive a golden hello consisting of 15 million dollars in equity that will vest over three years based on her quote continued employment and 1.5 million dollars in cash and Michael Spicer. Who is the CFO of snowflake, the subject of our big vote today, has been appointed to the board of workday and will receive a one-time Grant of equity worth 750,000 dollars. We don't see for a real member, we don't really see golden. Hello Awards of this nature. It's a strange one. It's also odd that it's a subject of our big bow. It's a bizarre bizarre, and not to mention that Carl s can back the CEO of workday was on the snowflake board and the snowflake comp committee and worked with Frank sloup. Who's the who's now the chair. But CEO of that, we'll get into that. This might be part of the reason why he's getting this. This golden. Hello bonus. That we again we don't see right? Know some people Moving over to. A pro cage matches. We actually have a few things to report about this week. Proxy battle is heating up at masimo, Corp activist, investor Paula tan Capital Management who should use our data at free flow analytics. They already have two members on the board. They've nominated another two directors to Dethrone, founder, CEO and chair. Joe Kiani who has 77% of influence according to our data, if politics nominees Prevail, there will control two-thirds of the board. So, this might actually be the only way to combat directors, with such oversized influence, is to take control of the board. And which is why we need to declassify all boards because it gives shareholders a shot, right? Yeah, agree. Activist investors starboard value is suing. Software maker Autodesk to force the delay of its annual shareholder, meeting and reopen the board, nominating window, and allow the activists to mount a proxy fight. This is another unusual case activists can typically only begin a proxy fight, if they submit their proposals within a specific time window. But starboard said that, and it suit that Autodesk in an apparent effort to prevent a proxy challenge deliberately waited until that window, had closed before disclosing to shareholders that it would delay. Its annual report and had launched in internal investigation into accounting irregularities and financial misreporting. So basically starboard is saying that, you know, you hit all this information to the very last second thereby preventing shareholders from from doing anything really. And Autodesk is the one that moved the CFO who was in charge of the financial irregularities that the CFO. She got moved to Chief strategy officer and replaced with a board member who was the CFO as an inter on an interim basis. Right? What you're saying is starboard is right to be upset. That might be a little right. Maybe Exxon can sue them on behalf of Autodesk, I don't know if that works. That way, moving over to our vote results table. I looked at 42 annual meetings over the past two weeks. Remember these are only meetings at the largest cap companies, roughly the S&P 500 as usual, the vast majority of directors received well over 90%. Support in fact, the big winners of the week are the entire Board of Abercrombie & Fitch, although I looked at their share price, Abercrombie & Fitch is having a Resurgence. Their their share price is just steadily going up and up and up and Up and up. So I guess this is why shoulder are happy 99.2% average support for the entire board there at Arbor Kearney and you I path. A three directors, received over 99.9% support at Far, and Away the winners of the week. There are UI path, but you have something to add about uipath. So it's a little misleading because at uipath, it's a dual class company. But unlike most dual-class, companies, uipath took a slightly non-traditional version of it. Where Class A shares? Get one vote in class, B shares, get 35 votes. I don't know why they said 35 and not like a nice round 30 or even 40, but they said 35, vote. And all of the B shares are held by Daniel dine's. Dines, 100% of Dimes. Yes, votes equates to, of a, yes, of 90.3% given the fact that there's broker non-votes. So really, we're only talking about 9.6% or 9.7% of the remaining vote, is up for grabs here in any meaningful way. So from that perspective, it's not Not surprising that Jun. Yang got a 99.96%. Yes vote. What's most disappointing is that this is a company. I've never heard of again. This is suddenly now one of the largest cap companies in the in the country UI path, I thought it was it meant like urinary urinary infection path, maybe with something to do it, right? Something to do with with Neurology, I mean, that's the assumption, but no, it's a, it's another boring, Global software company that makes robotic process automation software. So what kind of a name is that you? I path. What are they doing? I don't know. I'm, I was bored when I read it in my quietly to myself. We do have one notable loser of the week, the aforementioned, Paul sekri, who we just cover the top of the show. He got 51%. No vote at veeva systems but Still on the board. This is the this is one of the majority, one of the major issues with our corporate governance process. The United States is that the board is allowed to refuse the resignation of a board member who receives a majority vote against their re-election, which is just incredible. To me, there was also a near Miss at natera. Where lead independent director role off. Bota only got 49 point. Know he got 50.7%. Yes vote. So he barely squeaked by their they probably wouldn't have accepted his resignation anyway. Shareholders are apparently not impressed that boat to also serves on the boards of 23andMe block, mongodb, unity and a number of private companies, as well as being a managing partner of Sequoia Capital. So, you know, if shareholders are upset directors for just being way, too busy to pay attention to their company. Again, it doesn't really seem to matter to the boards. So, luckily, he did elect himself onto this board, right? Because the Gap. Luckily, for both, he had the deciding one point. Oh, eight percent voting power Gap. He actually was able nice icing on the top, there continues to be wide support for pay practices. Only four companies showed considerable descent with more than 20% of Voters saying, no, The the number one vote. The number one story here being Marvell technology, 48% said no to say on pay. The problem was pretty obvious, the compensation committee decided to issue special. Performance Based Equity grants to among others CEO Matt Murphy, this doubled his pay from 22 million to 45 million compensation committees. If you're going to go outside the scope of your normal plan and call something special and double the pay, the shareholders might notice, maybe, but find a different way on the special, maybe right. You think it's just a wording process. I do actually a Brazen misuse. It means you don't know how to write policy in the first place and what really irritates me about Marvel technology. And their shareholders. Is that the chair of that committee? Robert switch? He only got 14% against his reelection. So, who you? I don't understand, you're upset about pay but you're not blaming the man who was in charge of this terrible policy in the first place. I also can't figure out why so many CEOs need special Performance Based. And we're seeing that a lot this year, like, it's there, are they all special like shareholders are also mad at Live Nation entertainment, 37% saying no, Synchrony Financial and Delta Airlines. We actually We covered Delta Airlines a few weeks ago, and I actually think I remember saying that they too had a special award I believe, and I said that Cheryl was probably, will not be a happy about that, we call that we called them paying to be the best of the worst companies. So, 28% of shareholders at Delta said no to pay, moving over to the world of Charlotte proposals. First of all, I want to point out, the only 10 out of the 42 companies like covered, even had Shirley proposals of any kind, despite this false narrative that shareholders are hijacking annual meetings. I and again, you only really see sure the proposals at the biggest company. So my my guess is that the mid cap smaller cops? There's nothing going on. So believe me that are not hijacking annual meeting. But anyway, we have two wins. Two victories by John Chavez in. A shareholders voted to declassify the board at Monolithic Power Systems and they also voted to pass. Simple majority voting at regeneron Pharmaceuticals. I don't know why. John I don't know how much this cost John. I don't know why he doesn't do more, if he's if he's such a winning streak. Why doesn't he just dozens? And hundreds of these? I don't think he gets it costs money and you don't get anything for it. That's a shot out from us. The world's greatest show. Yeah, I take it back the old or John, the only proxy review show independent board chair proposals. This is one of my favorite proposals. They continue to struggle for no good reason. I don't know why this is not an automatic. Yes, for all shareholders. So they lost the vote at Dollar Tree Target. Caterpillar that those are coming in a roughly around 25%. Yes. But what why? Why would any shareholder not want independent chair on the board? Alongside the CEO? I don't understand this one. This is a no-brainer to me also from a company standpoint, why don't you just name one? Because what we've seen in the data is that nine times out of 10, the independent chair has been on the board for 15 plus years and has been best friends with the CEO. So, anyway, with that way you can do it and then no one argues with you and it's still your you still in control. So, it doesn't make any sense and following the big vote here. My favorite in the vote results, table is my favorite Oddity of the past two weeks. This is at MasterCard A director election resignation bylaw. Proposal that was put up by the New York City Carpenters. Pension fund got only 14% support. The proposal was requesting requesting essentially that if a direct your fails to get a majority vote, two years in a row that the director has to actually leave. Even that was enough. What is that? And the company MasterCard responded by saying. We already have a director resignation policy that requires our directors to offer to resign if they do not receive majority supporters so that's why they turned this one down. Is there? Any other form of election in which when you don't get elected you can just look around. Guess it's the electoral college, right? I mean but in America the the popular vote seems to be favoring the loser of the election in the presidential election, but still this is like at least the Electoral College is a process that you can argue with. This is just a direct like no one wants you. There is what you're saying. It's bananas. Yeah, let's move over to the big vote. Our subject for today is snowflake. What is snowflake is a Cloud. Space where Computing company their annual meeting is coming up next week. July 2nd, before I hand it over to Matt, I gotta tell you. It's been a long time since I've seen a board with so many connections. I mean, these board members are connected on so many marvelous ways that I listed, here's where I listed. Let me think seven different entities where these doctors are are Are connected that's Dell Technologies in EMC, Corporation Pure Storage servicenow Paulo Alto networks, Greylock Partners, Cisco Systems, and data domain Corporation, at all of those companies these directors you'll find two, three, four sometimes of them serving together on other boards. Really incredible. I haven't seen a company like this. In a long time and I'm guessing that's probably where you're going to start your conversation about snowflake. So there's two places to start. One of them, is, there's a reason why all those connections exist. So, this snowflake is one of a series of what? I'm just calling the S1 mercenaries there, the board in the governance, the management team. They were all brought in to effectively. Amp up the company for IPO. In fact, they're not your job, you're not using that word lightly you're using the using the phrase. Amp it up for a reason. Yes, we'll come back to that but their job is to hyperscale pre-ipo through IPO. This is all they do. Frank slootman who is the CEO of snowflake who just stepped down to come. Just the chair of snowflake. This is not his first rodeo. This is his third or fourth Rodeo where he did the exact same thing. He's brought in to be the CEO of a company, he, he's like, the IPO was whisper master or call, it was IPO Whisperer, but it doesn't start with him because it's not him, it's actually Sequoia and Sutter Hill and Greylock Partners. It's the VCS who find, and I'm not joking about this. I spent two days looking through every one of these companies s1s and backwards and found that all these, all these companies are are they are Venture backed by sequoia or Sutter Hill or Greylock. They are Boring nerd, run companies Engineers, who are doing data storage cloud computing. One was an IT Help Desk service. Now, they bring in Frank slootman, his CFO, Mike scarpelli, and then a host of the same board members or all of worked in the exact same places. And they say, get us to IPO stage, make it sexy. They are doing amazing job of giving it sex appeal to boring things. They sideline, the Nerds for the founders don't make money, right? This company is still not profitable snowflake still doesn't make money the other two that Sloop Men actually iPod 10 years ago are trading at a 250 PE ratio and an 85 PE ratio. These are companies that don't actually make real money but trade well in the tens of billions in market cap, what they do do is make a ton of money in the short term for a handful of people for VCS. And for people like yes salute, right? Because this company somehow debuted as its IPO share price was 240 dollars which is really incredible. They went up peeking to a share prices of about 400 dollars about three years ago and they've been on a steady decline ever since right this board. Was not created for, for long term shareholders. It was clearly created for short-term value for a select group of, it's all about, AMP it up, baby. It's all about. Why he put up hyper growth all over your face. That's why I keep saying that because Frank slootman, who was the CEO, actually wrote a book called amp. It up leading for hyper-growth by raising expectations increasing urgency and elevating intensity. Yeah, he's Basically scrolling out his own bulshit, right? He's he's basically announcing that that it that he is drumming up nonsense, right to get to to get a short-term cash. This is how you lead for hyper growth. Raise expectation, Elevate, intensity. And it sounds like like every Sports aphorism. And the problem at least that snowflake that I can see, which is why I led with all the board connection. Is that what Frank's lukeman did was bring in all of his buddies. That's right. And then he left the shareholders and the in the board in a very poor position to actually do something with the company of the long term, right? I mean, these are, these are people who are clearly not It looks like they're not capable of leading this company. Well, so this is dynamic one. It's the S1 mercenaries they come in and that's exactly what they do. They basically, it's a roving team of CEO, CFO and board members who go from pre-ipo through IPO company and the amp it up and that's what they do. And then the thing that's unique to snowflake is it was actually dual class but by governing stocks they buy their actual bylaws, they phase out the Dual class as soon as they IPO which incredible. Yeah, I applaud that the reason why they do that in part is because there is no, the founders who still work at the company. One is on the board Benoit DeVille. He's on the board. Who's up for election this year? Yeah. Who's up for election this year? There's, there's still hanging around but they don't have any of the shares. They don't have the class B shares. They don't have control. So there is no Founder to own the class, B, shares, and stick around. The reason why you do Class B shares. The argument is, you want to keep a Founder a Visionary in control. But there's no Visionary at a company that basically houses some data, and some servers in some places, it's not like a vision. So the weird thing about Snowflake and this gets to a shareholder proposal by Jim Richie, is that it's a defacto dual-class company because they kept a classified board. And that's so that's the problem because this year only out of 10 directors, only three up for election. That's the aforementioned co-founder Benoit Dodgeville and Jay Street youlol, who we see all over the place. And because they're Insider Holdings, which is mostly slutman himself. It, you basically can't change the board. It's incredibly hard to cross a supermajority. 86 and 2/3 percent supermajority to get to declassifying the board and even then, if you cross that threshold in the proxy, it says it is a non-binding advisory vote to declassify the board which means they don't even have to declassify. So these are the two Dynamics, the high level Dynamics at play. But let's get into this roving band of mercenaries because they are. It's they were fascinating to find out that this exists. They literally are hyper growth in all over your face. They it is Frank slootman, who is, who wrote the book on this? He really the architect of this board. Yeah, he got an economics background, he's from the Netherlands. He moved to the US in 1982. He went from Compuware to data domain to EMC, where he was the CEO servicenow. He was the CEO and IPO that he's, I peeled multiple companies and he's appointed the CEO to effectively Shepherd. The kiddos, a bunch of nerds, start a company. And this case it was Benoit DeVille, Terry Crane's, and Marson. Zukowski who are the founders of snowflake, they worked at Oracle together. They did boring things that Oracle together and Engineering piping and moving data from place to place boring, but useful and necessary. And they start this company to do a cloud version of, you know, what they were doing. Before they get funded by Sequoia and Sutter Hill and Sequoia and Sutter Hill immediately. Moved to put a quote unquote. Adult in the room, and he don't start with lukeman, they started with somebody else and they actually purged their own choice because they think they're spending too much money and replace them with Sloop. And when they do that slutman brings in the people that he's worked with in 10 other places. He starts with scarpelli as the CFO who was the CFO at every other place lukeman, has been But you mentioned the companies, Oracle Dell EMC, Pure Storage VMware and Google have some overlap, there is no board member who doesn't have a connection to either Greylock Sequoia Sutter, or Pure Storage servicenow or Oracle every single board. Member every single executive effectively is connected in some ways. This is as friendly, an alumni group is you can get So you end up with a board. That is Hired Guns. They're all Hired Guns and those same Hired Guns in this. Gets into the the question of pay those same Hired Guns, payload men. In stock options pre-ipo. 59 million was the summary compensation and the S1 for slootman. That's what they gave him as part of like, an IPO package effectively. But the actual payout was 2.17 billion dollars. He made two billion dollars on this company. Yeah, he also still which you don't see very often for a non-founder for a former CEO, current chair. He also controls currently still controls over 3% of the shares, which is even more than one of the founders, that the aforementioned been wall like that. This is, it's an unusual situation. It's bananas to see a professional CEO, the adult in the room basically supersede with no direct. I mean, he has experienced being a CEO of these companies, but his role is as an S1 mercenary, get to IPO Heights scale. His he's never Had a role at these companies afterwards. He sits on the board for a couple years and he leaves and then he gets hired somewhere else and Hyper growths them. And I would imagine that he is just just shifted over to be the chair. They've hired sridar ramaswamy from Google. I believe, I imagine that slootman is not going to be on this board for. No, not very long. And the two billion was effectively a thank you from Sequoia and Sutter Hill and Greylock for doing this at multiple companies. This is a shareholder. Thank you to one individual granted by VCS. Because the people who are on the committee that actually gave him this, our from its jayshree ullal, who actually is the CEO of Arista who has on their board. Charlie John Carlos, who's the CEO of Pure Storage, who work with slutman. It is Spicer, who sat on the Pure Storage board until 2019. He was actually the temporary CEO of snowflake and he works at Sutter Hill. The Venture Capital firm. It is Carl eschenbach who I just mentioned the CEO of workday. He actually sat on the board of snowflake and paid slootman. There's Bill Green, who was a director at EMC. When slootman was the CEO there and I and sold them into Dell. The connections here are it is a giant golden handshake to one another. I've actually never seen such a tight. Knit, mercenary crew going from company to company paying themselves. As they go at the expense of shareholders, only to leave and that companies are not doing well, afterwards. Well, they're telling you this. Yeah, not, I'll tell you this shareholders, are there in on this there could, you can see, there's a, quite a bit of dissent over the last three years 17% against Burton against Briggs 26 again, 6% against Pfizer. 13% against Lumen etc. Etc. So so there there is dissent among non VC shareholders that they realize and part of the reason why they're upset is pretty obvious is that the share price just continues to decline since the amp it up stage 70%. But if there's ever a board that 45%, sorry if there's ever a board that needs almost total refreshment. It's gotta be this one. But except that, as you pointed out, why make Richie's proposal is so important, is that it'll take you 20 years to refresh his board, right? You all at once. So, what you're left with is now, is now aboard that effectively is a bunch of mercenaries who were in it for themselves to hyper. Grow the company to IPO to get paid and leave, but you're stuck with a classified board that you can't do much about, and, and it's defacto dual classes a result. Because when you factor in the fact that Vanguard and BlackRock own shares here, the vote, That you actually need with The Insider Holdings including slootman and who The Insider's own 15% and that's a Berkshire. Who defers entirely to management every time the VCS and then the Insiders of the company they own, 15% of the vote Vanguard and BlackRock owned just over 10% of the vote. You effectively need an 89%? Yes. Vote from the remaining 75% of the shares that is an astronomically High vote. It near impossibility. You we never see it. We almost never see it, which means, Richie's vote for shareholder, for declassifying. The board as a Cheryl. The Proposal is not only important. It is a advisory which is stupid and be nearly impossible to clear. Giving when you count the vote job, he'll likely get majority but he likely won't get the supermajority. That's the way it's like to play out, and then you're stuck with the board. That includes in, it's an all mercenary board. It is a board that is not designed to actually manage Pure or snowflake. It is, it is designed to manage growth, it is just grow, grow, grow grow, grow, grow, grow, grow, spend, and grow. Yeah, even their their skills. Looking at the looking at our skills data that we have are this is a new set of data that we've created. A economics, and this is for non-executive, directors, economics and accounting. 15% represents 15% influence Communications and media 6% long government 7%, Fine Arts, 5% sales, and marketing. Three. I mean, what is this? What? I don't know this I do with with, with, with cloud computing know, not only does it not have to do with Computing, but I have a gripe about their skills Matrix that they put in their going filing, which was okay. So they have wasn't executive as a skill and it's listed twice. It was isn't executive of a company and is an executive of a big company, okay? But they don't say anything about where they were an executive. It doesn't matter where they were in executive or what they did. They just wasn't executive is all they asked they have was on the board and the only prerequisite having been on a board like it doesn't say whether it's a board that, you know, did a thing that is relevant to what snowflake does. And really they They have another one that says is a leader, you didn't? You say is an executive. How many times you need to say the same thing? How about this one tied for first place. Operational leadership at a high growth company about that. There's there it is. It should have said hyper growth, they only this. I also like this one key skill or experience cloud-based offerings. What the hell is that mean cloud based offerings? Well what I'm upset about is that nowhere in their skills Matrix did it says no Sequoia and Frank sloup as a skill because that is effectively what you hear. If you if you spend the time with their bios and you do a little bit of math and you listen to our show, I you know that to give him So here's my vote recommendation for the director. Remember now is the classified board. Only three directors up for a vote. Yes. On dashville, the founder. I sure, actually, why not, like we're talking about like this is a Founder that actually signed he signed the giving pledge and he's not a billionaire, right? Like he he's I everything I read about him. He seems like a nice nerdy guy who built the thing and just happy to be there. He's that guy on the board. I also say this for him. He serves on no other current board. He's actually not connected. He's weird way. Like everyone else is and he's one of the only directors at shareholders is not been upset. He only had six percent again since 2021. So they too are aware that he's probably a decent to have her, right? I really I really seriously wonder if he went out and got some funding from Sequoia and was like so happy and surprised that he got funding and it was building his thing and it was happy with it. Anything. Oh yeah and Sutter came in and said like okay we're gonna add a professional CEO and He's like, okay, that's a good idea. I'm not a really professional CEO. I'm an engineer. I'll keep doing the engineering computer science and this sounds great and then it was Sloop man. And everyone got fired, everyone on the board knew that guy, he's like, grow grow, grow, grow grow fast as possible. And he's sitting there thinking what happened to my thing, right? Like what I guess. This is fine for all them but but bad for current shareholders or long-term shareholders so I'm a yes on dashville and I'm a no on Garrett and you lull both connected through Cisco Systems. Yes, they're Hired Guns. Effectively, you'll always put on the board for the IPO in 2020 and she was, she has a direct connect back to sleep, man, but you'll all I would vote for no for twice if I could okay. Because he can, it gets into the question of hey, which you're going to bring up now. Okay, so you recommendation for the board again was a no on a law and Garrett. Yes on Ben Wallisville, the one of the co-founders moving over to say on pay. again, this is another area where shareholders are or sharing their discontent with you know, the overall governance situation 22% Said no. In 2023. We don't really, we don't have, we don't really know. There's again, there's a new CEO in place this year, but we know that former CEO. Frank slootman actually got 21 million dollars in this last fiscal year, despite the fact that he already owns 3% of shares. I don't know. You know, he's like, I don't know why they keep pouring money in his Direction, but So what what do you have to add about sound payment? So first of all hat tip to Michael Levin, who writes the activist investor newsletter. He put this idea in my head to look for basically other Teslas. And the first company we're looking at already struck me as this. This is that we discussed. Now, this is a highly compromised board. It is a hand selected mercenary board. Exactly. Right? I mean this does sort of emulate the Tesla Model, right? Is he just you just surround yourself with Yes Man and friends and connection. This is not like they are all going to each other's weddings necessarily and doing ketamine this sure. But whatever the hyper growth amp it up version of that is right but Sloop managed to get himself 2 billion dollars in realize, hey, yeah, for just IP owing the company. And that's what you have seen more, sensible, insane or companies who, who then shut off the valve. Ethiopia at that point. Like basically you get the one dollar, you get no new Equity grants, like, you're done, but slootman continues, of course because, you know, his friends are on all the commands. He just got another 20 million in stock options, insane this year, another 20 million, which is probably gonna cash out at, you know, multiples of that. But you know, I I noticed this because the CEO pay ratio that they disclose is 74 to 1, which sounds like incredibly reasonable for a large cap company. Most of them average, you know, in the 150 to 200 range, 200 to 1, but it doesn't take into account. The fact that he got paid 2 billion dollars less than four years ago less than four years ago. So here's what I did I think I I'm gonna fix CEO pay ratio right now. What it should be is the sum of the last three years of realized pay to the last three years of median employee pay, which is effectively their realized pay, right? Like it's we don't know the options that they got but it's nowhere near as much at the median level. Like it's like those options aren't going to be very valuable at this point because again the share price has declined steadily. Since November 2021 it's got nothing but go down if you look at three year pay right? And this case it's 2.2 billion for Snoop men in realized pay versus 916,000 for a median which is a 2300 to 1 ratio. That's the real CEO pay ratio, okay? But the pay committee here is totally compromised. If Tesla's was compromised and it was a judge to tell everybody, I don't know why this is equally as compromised loll, chairs it and like I said, she has a direct connect to Pure. Bridge where slootman was Spicer, sat on it, he was on the Pure Storage board until 2019, McLaughlin is on it this year, he's the EXO Palo Alto networks. Where the chief business officer is a meat saying, who was on Oracle with the founders of snowflake and Sequoia. Sequoia rep is on the board of Palo Alto and Carl eisenbach, the CEO of workday who's on that board. It was on the board of snowflake. I mean like I keep going, right? There's so many ties between the comp committee and Sloop and himself. Yeah, that very clearly, we're looking at a compromised comp committee that handed him two billion dollars. So this sounds like something like this is no one payment. That's not only a no on page. It's a double know on you all because you can't vote for the rest of the against the rest of the pay committee. Because she's the only one up for vote, but she's the chair anyway, and let's not again. I'm gonna repeat that. That slutman already owned nearly 12 million. Common shares of snowflake so they keep giving him Equity is just a good thing. He got some more So no one pay. And then finally, before we wrap up for the week we there is one share the proposal that you already mentioned a proposal to declassify, the board put up by Jim MC Ritchie. Anything else you want to add to that? No, this is a definite. Yes. And like all these Declassified votes. It's the important vote, right? Because this year, you can't really do that much. The most you can do is get rid of two of what, 10 Chron effectively. That's what that's the most you can do this year because of the classified board system and even then, you can't control who gets nominated back in because they're all still there. So this vote declassifying. The board is the only thing that sets you up to put, not a professional hyper growth amp. It up board in there, but a professional board that actually knows how to do cloud. Computing knows the business model knows how to sustain it to make. a profitable over the long term if you are if you are basically investing for more than one year, Declassified the board. So you can get Professionals in there that actually increase the share price over time. By the way for anyone interested that book is available on Amazon.com for roughly 15 dollars for a hardcore, but that's pretty reasonable price. That's not bad. You want to get more thing if you want to see Frank Sloan getting even more money. If you're feeling guilty about voting, no one's pay, why don't you buy like 10,000 copies of his book? Amp it up leading for hyper-growth by raising expectations increasing urgency and elevating intensity. Yeah it kind of it can't 4.5 stars. In fact, this reviews said good enough. That, that's a real review. That's the proxy countdown for the week of June 24th. 2024 joyous next week when we jump back into the alternative democracy pool Forever on the lookout for sure holder. Sharks, floating Band-Aids and Wayward directors.