Transcript
Hello, live from the Vanguard nougat Factory. It's the ESG Industries only plebeian weekly. Woke data podcast featuring. Nobody just me. A guy that Matt mascardi never invited to any of his four weddings. In today's extra strong, PG tip, t-bag called February 1st 2023, a Starbucks proxy, Deep dive. And a word from our sponsor. Let's do it. Let's get right to our show. Today is being sponsored by ESG your ESG Data Solutions. Provider, Paul Hodge in the great Paul Hodgson. Well actually stopped by later to talk about what do you talk about Paul, dude? Directer retirement age. All right, before we get to that, In honor of the percolating proxy season I guess, February, sort of the start of the proxy season that we've already had a few big ones Apple Starbucks. Come on. Let's in honor of that. Let's start our weekly dive into the alternative democracy that is Corporate America's annual meeting elections. Let me start with my favorite Starbucks. What could be better than Starbucks proxy statement. Nothing. Why? Because the directors tell you their favorite coffee drink and I could not be more excited. So let me just get right to it. I'm just gonna randomly talk about the things that I love from Starbucks proxy statement. And let me start with the board in their coffee drinks. Because here's what we've learned about the coffee choices at Starbucks. That it's absolutely not good to be a coffee, drink flip flopper. So, what am I talking about here? I'm talking about that of the five directors that have stepped down since September 2022. That's right. Two directors, resigned this past fall. And three more are not up for re-election. At the company's annual meeting of those five directors. Only one of them is not a coffee flip-flopper meaning that they didn't change their coffee Choice. Drink from proxy year to to the next proxy year that one is Joshua. Cooper Ramo somehow he got kicked off the board even though he's always like to Double Espresso monkey Otto so I don't know what happened with you Joshua. But the other four. They just couldn't make up their minds and Starbucks doesn't like that. They want you to stay in a Coffee Lane, if you're a director at Starbucks, just pick something and stick with it. Because even their last CEO before, Howard Holocaust, blanket Schultz, came back for his 400th time as CEO. Kevin Johnson, remember he was let go in 2022, was it? He was a flip-flopper. He started off in 2021 with a vanilla sweet cream, cold brew and then he traded up to a Triple Espresso macchiato in 2022 but even that Macho move to switch from a vanilla sweet cream to a Triple Espresso. Macchiato even that much a move. And clearly he's, you know, he's kissing the ass of Howard Schultz because How He Loves A doppio makiato. Even that switch to kiss Howard's butt was not enough. It could not overcome his flip-flopping, and that's probably why Kevin got bounced. So you think I'm crazy? Well, yeah, you do, but who cares? The six continuing directors, the six directors that are staying on the board. He's not include the two new directors of the six. Continuing start bucks to directors. They have picked the same coffee. For at least, two years in a row, not coffee drink. Flip-floppers, this is the real ESG data. You're welcome Vivic ramaswami and everyone over at strive because I know you're listening, you're welcome. This is how it's done. What else have I learned? I learned that the new CEO. Is a puppet laksman narrow semen is a puppet and if I put your last name, I apologize. I have a problem with anything related to sounding smart. It's just the way I am. So I'll call you laxman laxman will become the new CEO in April. Right now, he's the CEO elect. Let me tell you why he's a puppet. Howard Schultz's. Favorite drink is a doppio macchiato. Okay. Because only a doppio would tell a story about a holocaust blanket as a way of explaining why he hates workers rights. That's my first ever doppio monkey Auto joke. I'm pretty proud of myself. So Harvard Schultz's favorite drink is a doppio macchiato and CEO elect laxman's. Favorite coffee is a doppio macchiato with steamed skim milk, but come on. You can't fool us with steamed skim milk, like, man, that's the same drink and really steamed. Skim milk is basically water. You're just copying Howard. You're kissing his butt. Your puppet. He told you what drink to have. And I think also that the steamed skim milk, it must be some kind of anti-wolf play against plant-based milk because there is a plant-based milk shareholder proposal that will get to later in the Starbucks 2023 proxy statement. So, I'm wondering if Howard should just tagged on that steamed steamed milk to that. I don't know, maybe the throwing a bone to the dairy industry. I don't know what they're doing, but anyway, lacks when you can't fool us with that one, and let's not forget that laxman will become CEO of Starbucks. Now, he's only CEO elect. He's walking around. He's following her around learning stuff about Starbucks. He will become CEO on or before April 1st 2023. And let me translate that date for you. That's April Fool's Day. Okay, so the new puppet of Starbucks who drinks the same dirty Brown caffeine water. As 25 times CEO, Howard Schultz founder of Starbucks. He's due to take over the company on April Fool's Day. I don't. I, what the hell? What's going on over here? Combine that with the fact that 37 times CEO, Howard Schultz already said quote, I am never coming back again because we found the right person. You combine it with that quote and you have a recipe for Howard to never go away. Because Howard is already 0 for two and finding the quote, right person, right? So laxman sorry you're clearly a puppet. You're probably gonna be on the job for me, maybe two to three years also. It has been reported and I can find no evidence of the contrary that Howard Schultz will remain. On Starbucks board after laxman succeeds him and act as an advisor. That's right. Howard Schultz will stand the board as an advisor. And let me translate advisor for you. The founder of the company who has been CEO three times in controls two-thirds of the companies influence. So, how have fun with that Blackman? And by the way, controlling 2/3 of the board's influence, that's a proprietary data point that you can get only here at free flow. That's part of our board. Saber metrics product Suite. That makes it very clear that laxman is a definite, a puppet. And this is look, this is especially concerning given that there are now only three board members that matter here at Starbucks, Howard. Clearly, I mean real he's the only one actually matters is as I said his influence is 2/3 of the entire boards. He has 66% influence on that board. So there's Howard, there's lachman and there's chair mellody Hobson. Melody has been on the board for almost 20 years. Now the remaining five non-management director's have an average tenure of less than three years. So there's only really three voices, that matter here. That's the current CEO, the former CEO, the CEO, Alex, the founder, whatever you want to call them and board chair. Mellody Hobson, who's been there for 4000 years. Also. Starbucks. You only suddenly this only two women on your board. I don't know what happened. Since September three women have left in. Only one has joined. I don't know what this is. Is this is how it affect. Is Howard, repelling women. So it's only two women on the board of Starbucks. And let me tell you the S&P 500. Now averages Four Women, this is weird. I'm just telling you it's weird. I know, Vivic and strive will applaud this because I think in their convoluted misogynistic math. Less. Women means more Excellence, right? Because when we asked Vivek about their now being 10% of the Fortune 500 being female CEOs he pivoted right to Merit. So I don't really know what that's about. I guess, when he hears about a woman in power, he thinks immediately that they're not qualified. Like I said, that's what the anti ESG movement is all about. So they're only two women left from the board, right? And even worse than that, despite the fact that Melody hubsan is the board chair. None of that female power is trickling down to the rest of the board because none of the board committees are shared by women. And unless new director Beth Ford, she's a Butter CEO, she's the CEO at Land O'Lakes unless Beth Ford receives a committee assignment. There will be no women on any of the Starbucks committees. Any of them leadership or otherwise, none of them. So, I don't know again. I don't know what's going on here. It's concerning All right, let's move on from the board. Talk about shareholder proposals. There are five shareholder proposals this year after only one last year. I will just briefly name these five shareholder proposals for you. Report on plant-based milk pricing. I mentioned this earlier. A CEO succession planning policy Amendment. Annual reports on company operations in China. And assessment of worker rights commitments. And finally, a creation of board committee on corporate sustainability. Okay, those are your five Scherer proposals. Let's just say that Starbucks is firmly against all of them so I guess the anti-esg will like that, right? But here's my takeaway. Where are the shareholder proposal proponents Starbucks? You list all five. Charlotte proposals in detail, but you don't tell us to propose them. Starbucks. Stop hiding. The nuns rural hopped up here on caffeine, and we want to know stuff. This is what happens. When you drink coffee. You get curious. You want to know stuff? I think this is crappy Starbucks. I don't know what you're hiding here, but it's lame. I don't think I've ever seen this before. Correct me if I'm wrong. But has there been a change in the disclosure rules? Are you allowed to hide this stuff now? I don't know. It's bugging me. If you do know, and you're a listener, reach out. I want to know. My last statement here on the Starbucks and you will meeting proxy statement for 2023 is, I would expect Starbucks to become a very big Target of the culture wars now. despite the fact that they are, you know, technically against all the very woke Cheryl proposals, let me tell you what I found in the Starbucks annual report in their proxy statement, Here's a quote, our board is highly engaged in. Yes, G matters given their our global social impact sustainability goals and human capital are intricately linked to our strategic Direction. Another quote, our board is responsible, for ensuring ESG risks and opportunities are integrated into Starbucks long-term strategy. Also, a portion of executive pay is tied to ESG goals, metrics and performance. Here's a quote, the board incorporates ESG goals into our long-term and short-term incentive plans, including inclusion and diversity goals. This is the number one thing that the anti-esg movement hates. They hate all kinds of inclusion and diversity. The hate racial Equity, the hate racial Equity audits. They hate racial a hate racial. That's what they hate racial. So, as they have stated, they will vote against all companies that even mention, ESG, really. So, here's what I'm saying, expect Starbucks to be added to this Pantheon of woke companies, that which now includes companies like Disney and Apple. That's all I got. That's what I got from my Starbuck's proxy deep dive. Matt. I know you're not listening but I bet you are super relieved that you didn't have to sit here through that because I know you hate when I talk about proxy statements. All right? before we get out of here, we have a word from our great sponsor, s gauge here is the fabulous and wonderful Paul Hodgson. How can you be both? How can you be with fabulous and wonderful shouldn't you just be one? No. He's both here. He is Paul Hodgson to talk about director, retirement age. Take it Away. Paul. This is Paul Hudson with this week's skh, statistic of the week. And as I said, I'm not coming to the studio anymore. So I'm here at home and all you've got the tape and by the way, I would bring my own tea because I wouldn't let Earl Grey pass my lips. So this week I'm talking about mandatory retirement ages, he's a policy for directors on boards and their mandatory retirement policies and the actual age at which those policies come into place. And we've got some statistics from the team in New Delhi that take us from 2018 through to 2022. Now, back in 2018. There are three basic approaches. One is to have no policy at all. So there's no retirement monetary retirement age at all. There's another that board, May permit exception, so the policies. So they have a policy but directors and the board can override it. And then there's a policy that permits, no exception. Now back in 2018, The majority of companies just over two-fifths. Had a policy that permitted? No exception. Now, unlike most other things in governance, if you think that mandatory director retirement policy is a good governance policy. This one seems to be getting worse. Most governance. Things are getting better. This one isn't So what we have is is that over time over the one, two, three, four, five years, since 2018, things have changed. So it's basically a third and a third and a third, no policy is a third board. May permit exception. So policy is a third and policy permits. No exception is around a third as well. So it's down from 2:50 to a third. So, we're looking at things that are getting In my opinion worse because I think it's probably a good idea to have a mandatory over time at policy. Most of Europe does and it's generally considered good governance. So what ages are they again that we're looking at here for the mandatory retirement? So when the director hits a certain age, they have to retire from the board. So again, we're looking at something that's actually going downhill. Since 2018, I was hoping it was the other way around but it's not. So what we have here, it's just getting a little Woolley so we're not talking about teeth here this week. Matt, we're talking about wool, so from 2018 where it was almost half. In fact, of companies that had a policy, the mandatory retirement age was 72 that has now gone down to 36%. So, just over a third And what's picked up the age that's picked up, there is 75 so that was less than 2/5 in 2018. And now it's just under a half. So it's basically switched around with 72 and 75 now. I don't really think that there is an age at which directors stopped to be less effective than they were. but if this is all about board refreshment, which it really is because if you have an all white male Board of, Older guys. And you want a more diverse board if you want a board that has better gender and racial and ethnic diversity. Increasing that mandatory, retirement. Age to 75 is not going to help you board refreshment, so that seems to be a step backwards as well in my opinion. But I'll let you guys decide. So this is Paul Hodgson signing off with the skates statistic of the week. See you next week, bye. That's it. Thank you. Everybody February 1st, 2023. The rest of my company is setting up its new offices. That's right. We now have a physical office somewhere in New England. They are all setting it up gleefully today. Hopefully somebody will be back tomorrow to join me because this it does get a bit lonely talking to myself. That's it. We're free flow. Please tell your friends about this wonderful podcast. And then When you go ahead and buy her board, saber metrics data, and just write a big fat check and send it to us. That's free flow. New England. United States, America. Zip code is 0. 0, 0.