Boys v. women, geothermal love, asexual fried chicken

Hell. Ha It's the sigh of resignation to start the show, yeah! Yeah, live, live, live, live inside one of Paul Atkins' fifty-four separate life insurance policies across seventeen different carriers. Wow. That's real, actually. It's from a financial disclosure he did in twenty twenty five. It's an all new wacky Wednesday edition of Business Pants joined by analyst Hall Matt Muscardy and me, your damn host, Damian Rollis. Did I add that or did you add that? I don't remember writing that. Wow. Yeah, I didn't add that. That's all you. It's you. On today's double oversight with vegan cheese called October fourteenth, twenty twenty six, the blame game. Yaaaa Before I before I read the bit from the sponsor, why do I why does Paul Atkins have fifty four separate life insurance policies? Is that a thing? Is that like a form of like betting where you know he's gaming the system? He knows it's gonna make him or his family more money in the end? Hey, excellent question. Aren't they all covered by the US government at this point? Do you know this this cute footnote about Paul in his first tenure as a SEC commissioner, which was back during the George W. Bush presidency, which doesn't surprise anyone? He famously said he said that penalizing he was he voted against all corporate fines, basically. He's on record for saying no to basically every corporate fine because he said that penalizing a company is basically the same as W-A-U-Dubs. punishing the innocent shareholders who own it. So he was he was you back then he was using shareholders as a cover to not penalize, you know, management. But now he's telling shareholders like you don't have any agency, a voice. I see what he means. You don't have any power anyway, but we shouldn't find the companies either because it will hurt the share price. So it's win-win It's share price. It's not share. Hold. He means like hurt the shareholder Via the price. He's just like we're just in it. It's just cal she I mean, isn't the stock market just game? It's just a prediction market now. It's not a thing. It's you don't own anything But it is we I see, so it's share price. It's not sure she just say what he means Yeah. He plays semantics. yeah. Except the pr except the prediction the the betting, sports bidding prediction, it it it doesn't always it doesn't seem like that it's teetering on the edge of ruin. N now everyone's threatening like this is this is gonna be the biggest crash since, you know, in the last thirty years. But sports bidding doesn't work that way. Unless you're an idiot and you bet like all of your life savings for the giants or something. Okay, well, okay. All right. But that's exactly, that's how it happens. mean, that's how it works. That's true. Our show today is being sponsored by Freeflowanalytics.com, the only platform measuring board power, connections, and performance for free. Now Ayyyy! Yeah! I don't know if you wanna quickly before we get into the show, you were showing me one of the new historical features on the platform. I don't know if you wanna quickly tell people about that. Well look, so if you're, like this is what I've been told by Free Float Analytics, if you have a free account on freefloatanalytics.com, which, How do we make any money here? Why's everything so free? because we don't care about money. care about, apparently we're not about job security, but if you go and look at any company and you have a paid account on that company, there is a drop-down menu at the top of every company that has back to 2018, the data, and you get to see a whole bunch of charts that didn't exist before that have history. I mean, Yeah. I didn't know this. It seems like a no-brainer to put history of things, you know, especially people, but you can't get it. Like you can't find this anywhere. You can't get it anywhere. This is amazing. Well, you can't get anywhere. Well, I will say as a former, I guess I'm a am I a former analyst? I don't know what I do now. I but I as a former corporate governance analyst, all the way through MSCI, this was the one thing I wanted was easy access to historical data because the way the databases worked there is that you got a current snapshot, but then you had to do your own digging. You had to get out filings and i because there was no database that could you could access this to to tell a full story. Cause what I'm thinking is like today in my especially if I was still working at the corporate library in Maine, the big story, and I'm covering it actually first here, is that Hannaford, the supermarket, I think where you are at Stop and Shop, everything's down because of yet another cyber attack. So my perspective as a corporate governance analyst would have been to look at the Del Hayes board and to track it over time and see like Stop and shop. Yeah. Well what what have they done since the last cyber attack as an example, right? and you couldn't do that before without many, many hours of like your own kind of labor, but now it's all there at freeflowanalytics.com. All right, you wanna just get to the story like get to it? Wait, do we have play in music for this? No. Do we have blame game music? No. that's it? maybe. All right. A hold Delhay's. It's basically there. Alright, let's go to this. Yeah, do it, do it. Who do I blame? no, I usually... No. This is theme show-y. I hate that that Hannaford is or for you it's Stop and Shop. Why is mine Hannaford and yours is stop and shop? We live in the same region. Like you live Really? You have one in Connecticut? I like Stop and Shop better. I like that name, but but that makes you sound like an idiot. Like you go to Stop and Shop. Mine sounds like a real place, Hannaford. You sound like you're an idiot. You're going to Stop and Shop? Like how dumb are you? I I know. All right. Yeah. I think there's a Hannaford nearish too. think they just, yeah, they just, they just rebrand all the same. It isn't like it all the same thing. It's all the same thing. Does it? Yours sounds like a fake person. Like Jimmy Hannaford started it and yeah. A here's the news. A hole day A Hole Del Hayes takes systems offline after cyber attack. global retail giant says cybersecurity incident hit systems, but stores remain open. So this actually happened two years ago. The same thing. A major attack at that time you mean the last attack happened two years ago. The last attack at Del Hayes, the last time they took servers off for days, it affected so many lines of their business. And then we found out six months later that personal records belonging to over two million people were compromised, including social security numbers. That's the one that people like the most. They like that number. Oops, oops. Yeah, that that number is very it's very popular. So here we are again. And and I can tell you as I'll tell you already immediately how it affected their business. I had to go get some boring stuff yesterday, some like dish soap and some parmesan cheese, as you would. Right? And I couldn't access the Hannaford website. so I went to the rival down the street 'cause I was just looking for like sales and stuff. So they already lost. They already lost like eight dollars of business. See? You see how this works? It's important though. Yeah. Aww. They were worried about your business. I know. so who do you blame? I feel like I could blame a lot of people on this one. Well, and maybe you have a better answer than I did, but here's how I did it. So can you blame the entire board as of October twelfth, twenty twenty six? and I'm gonna spell this out for you. Fo I'm not gonna tell you the names of the people on the board, but I am gonna tell you their w their background just quickly. Bank CEO, health and wellness CEO, a CFO, t you know, a finance director, someone from academia, a beauty brand CEO. Another beauty brand CEO, a distribution company CEO, and a retailer CEO. So my question to you is do you hear any is there anyone in there who knows anything about like tech? Well... in fairness If you ran Stop and shop they've run they've just run this food distribution like food distribution Your first instinct like like you've run this probably the same way for 50 years, right? Like yeah Gus pulls up a truck I'm just saying your first instinct is not like we need cyber security I'm just that's Go ahead. Yeah, except things have changed since nineteen ninety five. I look, yes. Okay, I I know where you're going with this, but here are the two things that you kinda you you're glossing over. They have a CFO and a finance director type. They have two beauty brand CEO types. No. I mean some of this stuff is clearly important. I someone from finance, yes. Someone from a distribution company, yes, someone from a retailer, of course. But Okay, you don't need two beauty brand CEOs, that's true. there there it's too much. And here's why I say this. And and I and I'll say that according to the data on Freeflowanalytics.com, the top skill sets are economics and accounting, administration and management. So, you know, to my point. Okay. But here's why I point that out. So that's the first person the first thing you could blame. But here's what happened yesterday to to to prove my point. I I was shocked. I had to like double check this like seven times 'cause like Wait, what? Like how did this happen so quickly? Like but a man named Edmund Mesrobian st started the bo on the board yesterday. he was appointed yesterday, and you know what he is? He's a CTO. He's a chief technology officer and chief information officer. He was at Nordstrom, he was at Tesco and Expedia. So they got they got the right person And they appointed him yesterday. Like what what's happening here? So do you blame him for joining too late? Like w what are the odds of this? This is such a weird coincidence. Like is this like PR? I don't understand this. They just did it a little bit late. So, well, no, we know that they might have fast tracked it like really, quickly. Well they announced they announced he was joining the board I think in like back in June or something, but he hadn't actually joined the board. This is strange though. Yeah, well, that's the thing, right? But but while he was at it, when did he leave Nordstrom? Do you happen to know when he left Nordstrom? Because Nordstrom, it hasn't they haven't they had like several data breaches and hacks? Like, I think there was like a big one in twenty twenty six where they like lost every email like the internal email like they I think they've been hacked to. Well what Is that is that right? Is it says his tenure from two thousand eighteen to two thousand twenty two? so he's gone before last year, but he was there in the, you know, in some of the breaches. Ostensibly he set up a lot of the systems, right? I mean he was the CTO. I mean, think things have changed in 2022. Okay, but aren't we getting to the point where like okay, so the I I Okay, well I know that was tongue in cheek, although what took him so long? But it's not his f I I hear what you're saying, it's not his fault. Yeah. you know, w we joked about this on a previous show. One I can't blame that guy, he just joined the board. I mean, rest of the board. I'm saying the two beauty, you know, CEOs, that's what took so long. one of the things that that we've been screaming about forever is getting cyber security expertise on these board we've been j we've been saying it since before the pandemic. This was actually the thing we used to say that boards needed the most. The pandemic kinda changed things 'cause it made you realize like, okay, you need people, you know, you you need people who are good with a human resources, you need people associated with you know, global risk situation. But the cybersecurity thing has remained a constant. And we're still and AI companies are mak okay, let me get let me get to the the the fourth the the the third person the blame for third thing. How about blaming all AI companies for making this shit easier every day? Right? the and the same day there was a report that there was a cyber attack French supermarket chain where they actually tapped into the refrigeration systems, turned the heat up It's real easy. It's real easy. I saw that. Yeah. Turned the heat up and ruined like a ton of food. I mean this stuff is n this is gonna be the norm. I mean I I yeah. Yeah. Now here's with that, like actually I read that story and immediately went around my house and took any, no like I wondered why the fuck is my dishwasher connected to the internet? It has the option, mine isn't, but it has the option. Turn the refrigerator up. Is it? Well I my my washing machine is and I don't even know why I did it because all it does is it it texts me when my when my load is up, it's like who cares? But why? But yeah, but like do we need that ever in our life, right? Like like you don't actually it has a buzzer on it No, of course not. No. No. Well, we're sold this. We're so you know, the the the big data companies have done an excellent job marketing us that this is need we need all this stuff. I mean, it's nuts to me that we have like, you know, microchips in my fucking dishwasher. Like, come on, get rid of it. Yeah. so th okay, that's the th so okay, so far the people to blame are the entire board before yesterday, blaming the new guy for not being there early enough, blaming all the AI big data companies for making this shit super easy, and the fourth one to blame is everyone okay, I'll I'll I'll I'll make it easier for you. How about everyone who is who Yeah. Yeah. Yeah. Yeah. Everyone. Del Hayes and Hannaford got attacked in twenty twenty four. A mass we talked about that a massive ransomware attack. How about everyone who's n on the board who is not new since then? So everyone so who's still on the board before that. So I'll that there's the groups for you. Okay, so it's everyone so that's everyone except Neela Montgomery, Weeb Dreher and and Pear Bank. Everyone else is to blame. Yeah, that's the answer. That's the answer. The answer. The answer is. The answer is anyone who lived through this and has knowledge that it could happen and did happen and still Care nothing not enough to put somebody who actually understood this shit on the board And let's not forget that European the way European companies and European business news, they are well aware that the board is in charge making decisions. Like when there were massive layoffs at at Volkswagen, they blamed the board. They were like, the board okay this, the board did this. Yeah, so so you're right. I mean, this is a board issue. I mean, this is c after twenty twenty four, they should have really they should have gotten that dude, Edmund Maserub. They should gotten like three of them. Yeah, they fire them. Yeah, yeah, what were they doing? Edmund wasn't available. was. I don't know. I So you're blaming all the board members who are s fr left over from the last ransomware attack. That's what you're doing? All right. Whew, it's exhausting. I don't I love this game, but I don't I don't think I do it as well as you do. I don't present it as well. I you make it clear to me. I'm just like I don't know what I'm doing. Yeah, pretty much, that's what I'm doing. That's my answer. All right. Well, I'm going to give you a similar one. right, because here was the here was the headline. Right. Bank of America hit with more than one point two billion in penalties over money laundering violations. All right. Here's some background. Bank of America actually. Sh yeah, go a go ahead. I don't like that. Why is this happen this happens like all the time with these banks? These banks really love stripping IDs from suspicious things. love to close their eyes because every transaction they make money on, Like they want to clients and like whatever. the way this typically works is, you know, like you have like billions of transactions a day. A bunch of them are flagged for, you know, suspicious behavior, malicious intent, know, sanctions, all that kind of stuff. And banks typically Yeah, right. They wish they were Swiss banks, that's what they wish. will like flag them, investigate them, do due diligence, and either deny or allow them after their due diligence. But more often than not, for the last two decades, banks have sort of a little bit ignored most of them. They're just like, we got some basic compliance in place and whatever. In fact, some of the banks just strip out the IDs on the transactions entirely so they don't even have to look at them. Bank of America actually, this is one of the few cases where Bank of America admits willfully violating the Bank Secrecy Act. They said, we did it. We violated it. Wow. That's actually high that's very unusual that they admitted to something. They admitted to it and they said they failed to quote, timely report more than five billion in suspicious transactions to the Treasury Department. The incidents are from between 2019 and 2023. They signed a cease and desist order in 2024 and then they ignored that. So now they got hit with 1.2 billion in penalties. The stock is down over 2 % today. 6 % of the last I saw, but I don't know what it is right now. So who do we blame? for violating sanctions over and over and over again at Bank of America. Well, the purview of like, you know, the financials at a bank is going to be at the audit committee, right? Like audit or risk committee, but let's say audit committee in this case, because these are suspicious transactions that should go to the audit committee. The audit committee between 2019 and 2023, that is the Boy. This yeah. This this seems like an easy one or a hard one. but go ahead. Yeah. Absolutely. Now why are you pi why are you picking tw Okay, th this is the period when the instrument got it. Okay. Got it. period That is the period of these suspicious transactions that they failed to timely report and that they admitted that they willfully violated the Bank Secrecy Act that willfully the audit committee is the exact same people between 2019 and 2023 it is Sharon Allen who chaired it Michael White Arnold Donald and Denise Ramos Arnold Donald really hard Got it. Ooh, I like that. Two first names. I like I love that. Every time I see it, I'm like, Donald, Donald, Arnold, Arnold, can't, I can't, my brain can't process. So that was one committee in place for the entire period of suspicious transactions. Okay, but but you're not gonna but the here the here's the thing I'm thinking. Please don't tell me that I I hope at least half of those people are are gone now. at least the chair has to be gone, right? I mean All right, well, let's go to the next step in the process. 2024 Bank of America signs a cease and desist order. That means the Treasury Department and like their regulators come to them and say, stop this shit. And they say, got it. We will sign it. We're we're on it. We screwed it up. It was 2024. They sign a piece of paper that says, yes, got it. Well that was that was Biden's America though, so they were trying to hold people accountable, yeah. Got it. They agreed. So the audit committee in 2024 is Jose Almeida, Thomas Woods, and the entire audit committee from 2019 to 2023, Sharon Allen, Michael White, Arnold Donald, and Denise Ramos. They add two members in 2024. Now, so they s so they added so they added two members. That's weird. That's a big that's a big audit committee. Six people's a lot. Yeah. Here's, but here's something to think about. The people added to the audit committee, no, they're the newbie. They were not involved in the suspicious transaction oversight originally. They know the cease and desist is there though. They come in, they're like, what's going on guys? How's it going Bank of America? And Bank of America is like, we kind of fucked up some sanctiony stuff, just FYI, we had to sign a document. So. Their first thing they know is that, right? That's easy. So they should know in 2026, this is the first thing they did. So Jose Almeida and Thomas Woods stand out as like, okay, well, the other ones could be bad apples and never look at anything, but these two joined and they had a cease and desist. Yeah. What's weird to me is that Bank of America's a strange board. I'm looking at the free flow analytics dot com website. there's very few people of r who of with like low tenure. yeah, they love hanging around. That's kind of unusual though. Like they don't they don't refresh a lot. Now, the reason why I point this out is that I would I'm not surprised that they would add two members to the audit committee after such a egregious incident. I'm surprised that the remaining people the other people stayed. That's the weird thing. But but Jose Almeida, I get he has the second lowest tenure on the board. I understand adding him. They added a guy named Thomas Woods. Yeah, that's what's weird. Who's already been on the board for he's been on the board for a decade. Why are you adding an another long tenure director to the audit committee? He's already how is that helping anything? because... well maybe Thomas was like, you guys are not doing an awesome job, like we gotta sign the cease and desist now. But they w so they're watering d but then why not get rid of some of the people who are culpable? I don't understand that. Well, let's just say that the audit committee today, which is the one you might be able to blame for the 2026 penalty two years after the cease and desist is the exact same audit committee as in 2024. They made no changes, no one changed. Yeah. So this is two years okay, so this is got it, got it. Yeah. Nobody cares. Yeah. Well, I will tell you one thing I do know about this board and probably why nobody cares is that this board is run by a king. His name is Brian Morning, and he's the CEO and the chair. So why so again, this is why we point out you cannot have a CEO be a chair, especially at a company of this magnitude and this size of th I mean this is a very important company. You cannot have the CEO pr providing his own Okay, let's. oversight and running the agenda of it's just it's impossible. You cannot do it. This is why this happens. Well, let's get to Brian Moynihan, CEO. He's been CEO since 2010. He was actually made chair by the board in 2016. He was not chair. So a decade, it's been a decade of this. And he was there the whole time everything you're talking about was happening. He's been there the whole time. He's got 25 % influence on the board. He's like a mini king, like, you know, because he's surrounded by friends. So he's an easy target here. Or, or do you say you want to know like who on the board preceded Brian Moynihan? And there is one director currently on the board who preceded Brian Moynihan. That is Monica Lozano. Monica Lozano has been there. He's a king. Yeah. she's a Target, right? since 2006 and I believe she's on Target's board which makes her even more culpable because if you like like she's on Target and Apple and Target is not exactly like the bastion of good governance right like Brian Cornell is the executive chair there and Lozano has been around on that board since 2016 so she's been there for 10 years She's at Target's board. Really? Even more. No. Yeah. She's been on the Apple board for at least 10 years, right? So what are we doing here? Alright, so then last... Sounds like a per but yeah, yeah. I hear ya. Who Who else? Anyone else? La how how many people are you blaming here? yeah, go ahead. Well, it's the audit committee three different ways basically which which audit committee and they're all kind of the same people Brian Moynihan the CEO and chair longest tenured director Monica Lozano or Michael White Here's what's Okay. Yes. Not the McDonald not the former McDonalds guy. This is a different guy. Who is this? I don't actually know where he's from. I'm going to focus on Bank of America for right now because weirdly, Michael White has the second highest influence on the board from 2019 to 2025, second only to Brian Moynihan. He is on every audit committee in question and he's also Yes. Hmm. Huh. the nominating chair who picked the new audit committee members in 2024. Like the nominating committee picks the new directors. There are frankly very few new directors on the Bank of America board. It's not something they do. Interesting. Yeah, again, which is odd. It's odd how little refreshment goes on at this board. I mean Monica Lozano has been there for 20 years. Sharon Allen, 14 years. It's big board too. And if you squint, they're all exactly the same age too. Their most recent is Maria Martinez. Maria Martinez is the only person on the board who got flagged by Fruitflow Analytics as being a moneymaker. She actually ranks well on TSR. Everybody else basically doesn't. So Michael White, I think it might be like him. He's a throughput. okay, go ahead. All right. Yeah. I'm ready to vote. No, you don't get a vote. Malcol White is I I will tell you, Michael White is a compelling case. In fact, I would rank him the number two to blame. Lozano, I I'm gonna throw away because I she just strikes me as just like sort of like a lifer. I I you know what she is, is she's probably every CEO chair combination's best friend. Like she just she just lets everything go. She just kinda rubber stamps, she does it at Target, she does it here. But Michael White is a more compelling figure because he's also the nomination chair and he's been on these audit committees. But let's be f fair. I i in this scenario it's very clear, and that is Brian Moynihan. when you're CEO and chair I I I I gotta. I have to, I have to blame him. I have to. Although Wuh-wah. I know. I just like the idea that the audit committee hasn't changed in seven years either. Like, you can't find fucking... But who do you blame f but you it's hard, it's like y you should blame Sharon Allen for not stepping down, but then someone has to tell her to step down, I guess. Yeah, probably Brian Moynihan tells her stuff down. All right, so Brian Moynihan. Yeah, I anyway, d again, I c I will say this a great case for why CEO should not be chairs. Let's move on. Alright. My second one's a little bit more straightforward, I hope. Netflix said today it will lay off roughly 1,000 workers, which is six percent of its total employees. Now this struck me. I mean, Netflix is like other than like Starbucks, it's like the number one drug in America. This is a massive company, massively powerful, massive market caps, successful forever. and yet, like In twenty twenty six they need to like let go of people. I I'm sorry, I just I I find this just I find it jarring from a stakeholder perspective. I the the ease at which especially companies and data can just fire people for no for I'm and I'm sure for no good reason. Okay, well I'm I'll get to that. So who are we gonna blame? I'll I'll get to that because that is a consideration here. So AI, right? But they don't say it anymore. Do you blame the company's dopey governance structure, which is a co-CEO structure with Ted Cerandos and Greg Peters combined? They own twenty si seven percent of the influence. and you know, I don't know that there's a single case ever been made in corporate America. Co CEOs don't seem to exist other than America, and and I've never really heard a plausible reason why there should be co CEOs. And yeah. Look, if you're cutting I've never heard a governance expert say this is a good thing. Yeah. Well, just wait, Jeff Sonnenfeld is going to write that piece later this year. Yes, that they're both laser focused on a better like Gilmore girls or something, whatever they're laser focused on. Yeah. So so so you could very easily blame them and and I start there because what what made me upset at the beginning was that they s they both wrote the letter firing the it's like I don't know, that just made that makes it worse to me. It's one thing if my CEO lays me off, but I I got like two jabronies firing me. I'm just like, what is this? Like See yous a thing! God. What is it like if you're gonna fire a thousand workers six percent of your workforce isn't like when you're looking around you're like how do we increase efficiency and like use less people is it like the first place is like them why do we have two fucking CEOs we can increase efficiency by removing one of them Yeah, gee, I wonder. Yes. Yes, thank you. Yes, exactly. And I'll get to that later. The next one is is a probably another obvious one for you. And that is the new king of Netflix, because Reed Hastings is gone. He's actually left the board. Reed Hastings was the founder, the former CEO, the former chair, whatever, but he's actually gone. This is not like a a Brian Cornell situation at Target or I'm sure they're calling him every day, yeah, he's yeah. Tim Cook at Apple. He's actually gone from the board. So the new king is chair, Jay Hogue. We we have talked about Jay Hogue forever, b mostly because he is the the worst example of w of how corporate governance in America is massively screwed up. And I I'm waiting for Paul Atkins to address this. But Paul but Jay Hogue has been voted off this board twice. In fact, and and this and that's saying a lot because it's a classified board, so he's not up for election every year. Yeah! He's been on the board for almost three decades. Two years last year, twenty twenty five, seventy eight percent of shareholders voted him off the board. Seventy eight percent. He's still the chair. He's the chair of the board. Yeah, then. My favorite is when they write in the 8K that they've absorbed the vote. They looked at it and the nominating committee considered it and all this stuff. And then in the interest of shareholders, they decided to reject his resignation. I love everything about it. It's such a joke. They they promoted him. No, they did. After that vote, r Reed left and they promoted him a chair. He now and he now has according to our data, this is why our data is the greatest, freeflow analytics dot com. He rightfully has the most influence. And I believe that. I believe he does have the most influence on that board. I think he's just read standard, isn't he? They're 27 years on the board. I just find this egregious that y a shareholder's gonna vote you off not once but twice. And and this isn't like one of those votes where it's like he just barely got voted off. Although that should count too. That that should count. But seventy seventy eight percent I I I don't know if I've ever seen a higher one in the Fortune five hundred. So that that's the Yes. Yeah, it turns out it does. Yeah. Yeah. that eight in 10 investors said, no, no, no, we really want you to leave. the company said in the interest of shareholders, no. Yes. Yes. so that's The third person y thing you could blame is the I'm calling it the industry contagion of big data and AI because the Netflix sport is simply just using industry cycles to hide the the industries are are are laying everyone off this year. And I think Netflix is just hiding behind it because that they're not gonna get a backlash because everyone in tech is firing people and nobody seems to care anymore. Like th nobody s treats these people As people anymore. They don't treat them as actual people with families. They they don't even try to like reallocate them within the firm and as you say, like look at other areas to maybe cut money. They just they just give up on them as people. That's my third choice. The fourth is this the the the compensation committee for for this is ludicrous amounts of money they're giving to their co-CEOs. So I did the populist math. The annual cost of of these a thousand workers is roughly two hundred and fifty million, let's say. Yeah, two hundred and fifty million dollars based on the average employee cost over there at Netflix. the co CEOs over the last three years have made more than that. They made three hundred and twenty million dollars. So yeah, so to your point, I mean and it's not usually this simple, but there there actually is a stupid co CEO structure here I love when you do this kind of math. Really? Together? Yeah Where both people are making over $50 million a year, that could be your savings right there. There's no world where where Ted Cerendos, who is who is probably the most expected, well-known product like production executive in Hollywood right now, why he can't just be the CEO of Netflix. Yeah, I think he can probably handle it. Listen and listen to this listen to this. in. Yeah, I think he can handle it. Yeah He probably get it done Compensation committee, one of the worst compensation committees I've heard of. three members. I'll I'll save the worst for last. one member is Matthias Dopfner, who's of course is a CEO and chair of Axel Springer, which is a media company. He's also on the board of Warner Music. He's been there for yes. Peter Thiel loves that guy, just praised him at a conference. Been there for a decade almost. and Sweeney's been there for over a decade. Again, she's the she's a Disney executive. She's the former CEO and chair of FX Network. So these are CEO types. You know, they're they just they don't care. They're gonna vote for the CEO. Listen, listen to the chair of the Netflix Conversation Committee. Her name is Leslie Kilgore. She's been there, she's been there for almost 15 years. And and this is what it says in her profile. Yeah, media CEOs, I know, Liz. It says that she's been a director. This is what Netflix says about her. She's been a director since 2012. She's been independent since 2015. And and why do they say that? She's the former chief marketing officer of Netflix, which is crazy. Yeah, that's because she worked at Netflix. Yeah, yeah. Yeah, and she worked on the board under Reed Hastings, her boss at Netflix when she worked there, the entire time. They're completely and I know that I know like if you look at the archaic rules of the listing standards of like the New York Stock Exchange and Nasdaq and the SEC, like technically you can get away with this shit, but she's not independent. I think it's fabulous because the rules state that as long as you have to have been gone from the company, like not employed, not receiving money for three years or more, and you can't be living with a relative who works at the company. It's like, literally it's only if your child is living in your basement are they considered not independent. She didn't leave. Yeah, she didn't leave. Yeah. Well, I gotta say this is this is worse than most cases I've seen because usually it's a a person who was an executive like ten years ago but then left to do other things. Because normally you don't have executives on the board who aren't the CEO. It's very unusual. She was she was on the board when she was an executive and then when she stopped being executive, she stayed on the board. She hasn't left. She never left. She never left the company. Yeah, of course she did. She never looked and she was on the board the entire time with her boss. Like she said, she didn't leave the board and her boss was on the board. All right, the final thing I could blame here is, and this is because Netflix themselves said it. it's the board's utter lack of human capital management skills. So they pointed out that the So the board pointed out that the directors who have human capital management skills, and here's who they listed in the last proxy. They listed Greg Peters, Ted Serandos, the co CEOs, right? And then Reed Hastings, who's not on the board anymore. The board pointed out? Yeah, okay. Who's not there and was founder and CEO? Yeah. Of the and these are the only people who have any c human capital management experience and and you think they're gonna they're gonna represent the interests of the of the workforce? what a mess. That's it. I think there's fabulous oversight of the I think it's fabulous oversight of the executives at Netflix and their HR decisions to have the only people with HR management experience be those executives. I think that's great. What a mess. Yeah, you have no one on the board fight you no one on the board being like, Hey, whoa, whoa, whoa, slow down. Like I I I realize that every other dumb tech company is laying off people 'cause it's fun, but maybe we can think of this differently here. But anyway, those are your I have those are your five choices for who to blame at Netflix. you All right. So my my options are the co CEO structure, the J. Hogue. That's like catnip for me. It's really hard for me to ignore J. Hogue. Big Data, AI industry contagion, the compensation committee for paying the co CEOs enough to keep the thousand employees and the board's lack of HR skills. man, this was actually hard. It's hard. Yeah, I know. For good reason. one of the worst. One of the worst I've seen. I give you f five usually my choices suck. I give you five compelling choices there, I think. Well, the big thing I'm going to ignore the AI industry contagion one, because that I think is like, like, you know, that's a throwaway one. It's been a bunch of years of doing that now. Jayhogue is really hard for me because he kind of is the king there, but I actually don't think he cares that much about this. Right. Like I actually, I'm not sure he would weigh in about this. I think, you know, like my guess is Ted Sarandos is not the one making this decision. It's Greg Peters. Cause my guess is Greg Peters makes all the decisions everyone hates. that's why you have him. I knew you would. I don't think anyone cares anymore about this. Yeah, I you're probably right. I think Ted hangs out with like stars and I think Greg fires people. Yeah. I love how Jack Nicholson is your version of a star. What is this nineteen seventy two? Okay. Yeah, he's busy with Jack Nicholson and Greg is like busy. Yeah. Yeah, I mean, isn't he still I just see still he's still star power. The CEO structure, I think, is a joke, but I'm here. Here's my struggle. It's either HR skills, right, because it is a joke and people people people don't pay attention to this at all when they're making their voting decisions. Absolutely. They pointed this out. They they said this. But if the only two people on the board, the board's job is to oversee management. So the board having no HR skills and the only people that have HR skills is management, means no one on the board is overseeing the HR skills of the management, right? Like there's nobody in charge of that. One of them one of them they said it's stated right here, one of them say retaining talent. Yeah. Yeah, which they're clearly not going to do by firing a thousand people and then simultaneously paying the co-CEOs as much money as you are quote-unquote saving by firing a thousand people that is just like is it I know, I know. Fifty two million dollars is enough for your I mean, for a career, that's that's a celebration if you made that much in your career. But per year, per year. Yeah. That's a fucking joke! It's a joke! What are we talking about? this is really hard for me. It comes down to those two. I'm gonna go with the board's lack of HR skills. That's where I'm gonna land. Yeah. That's where I'm gonna land. But- Wow, I never in a million years that's an old fashioned choice. I love it. You know, we don't we don't make enough so we talked a lot about this again during the pandemic, how important this was. Remember I made the stupid prediction that that what yeah, because I I 'cause I always look at the unlike Paul Atkins, I look at this world from a stakeholder's perspective. I don't I don't just stare at the CEO and drool and be like, How can I make him more money like Paul Atkins does? But Yeah, head of HR would be CEO, yeah, promoted. You yeah, I I I'm of course I am completely wrong. I mean there there's still not there's still this is why I added the big data AI industry contagion because w we're in a world now where layoffs are just like, whatever, the normal, right? People have given up. They're just like, yeah. All right. Yes. Mean I feel like that's always been the world. I people have given up for years. All right, you ready for another one? This one is very traditional for me the headline or I should say press release and Scale appoints Amy Bantz to board of directors. All right, this is a tradition like Damien polls. I'm not kidding 2,000 of these a month like, you know like Okay. Yeah, and they're all in the by the way, they're all in the the platform now. And I and I w I will tell you that as someone who spent n way too many years in this industry, you're not gonna find a single other source, not not even the ones that you pay, like the and I'm I'm no shade against like MSCI or Sustain Analytics. You will not form find a more exhaustive listing of events that are attached to the companies and directors anywhere. You just won't. So if you wanna They're all in the platform. You can see them there and there's filings that If you wanna dig into all the news that's going on with the with the like the equity that you're looking at, this is the best place to go. I mean, when a company drops in 8K and it has a departure of a director in it, it's auto pulled into the system. can like literally look at a company and go to the bottom and see all the filings of just director related filings. Okay, so N scale. Every and this happens like every day. I mean they're being added like hourly, right? I mean kid go ahead, go ahead. Go ahead. Yeah, constantly. NScale, not a public company, yet. So who do we blame for Amy Bantz? so we don't have N scale in our database. So you're saying that they filed IPO filing? Go. Okay, go ahead. I I know this name, Amy Bance. They're not in our database. They just filed the S1. So is it because they add Amy Bantz because they just filed the S1? They want to look good. Every new company wants to add some professional veteran director. Amy Bantz is a long term director. She's been on many, many boards. She's on Adobe. She's on Yeah, okay. I've heard this name, yeah. Lennar Corporation, she's been around a very long time. She's a, she's a qualified professional. If you Are they filing to list in the US or the or or in the UK? Okay. It's US filing and it's UK based. So there's like this weird juxtaposition. But if you're filing an S1, you want to look good. So when we see a press release like this for a company that hasn't got IPO yet, my first instinct is this is when they bring in veteran, air quote, directors to look very good for the public market. So maybe it's just we blame the fact that they're going public. Do we blame? Amy Bantz herself because she's just that good. She according to Free Flow Analytics is a hall of famer. That means like incredibly. She has low TSR but high earnings history, low controversy. She's a great director on paper. On paper she looks great. So Amy, congratulations. You're getting recognized for your amazing abilities on boards. Maybe we blame Amy Bantz herself. Yeah. well that's cool. Unlike Monica Lozano, yeah. So this is a good this is a good thing. Whoever Amy is, I've never, it's a good thing. Maybe it's just a good thing. Maybe you're bringing in someone good. Yeah. We don't spend enough time highlighting the fact that the the platform, the database all you know, it does also highlight directors who perform well. We just we're negative people. We love to talk about negative stories, but but you can use all this data f from the opposite perspective. You as Matt pointed out, when I go to Amy Bance's page, it does say right there in yellow that she's a Hall of Famer. Her overall Yeah, I hate everyone. Yeah, it's a... It's the Hall of Famer, baby! batting average and green is six eighty one, which anything above a five hundred is amazing. I mean honestly. I mean, yeah, she's, look, the fact is she's a track record and she's good. But maybe we blame Amy Bantz for being the right kind of professional director. Go ahead. Yeah, she's a she's a classic Fortune five hundred director. Lenar, Clorox, Adobe. So. So not only that, she is a deferential director. The board she's sitting on now are Adobe and Lennar and the Lennar is structurally like it's a it's a it's basically, you know, a controlled company. So she has to be deferential to management. But she is one of the directors at Adobe where she's tagged as deferential by Freeflow Analytics. And that tag basically means that she either. makes the highest concentration of her board money there. She has network overlaps with the executives there. She this is the most cashier board that she's on. Like there's some series of flags that suggest look Amy on this board is just likely to defer to the CEO because her career is tied to being on this board and not getting tossed, not getting fired, right? Like She knows these people. She wants to keep her career going. It's a lot of great money. You don't say no to a CEO constantly if you have all those things. It's too much pressure. You don't do that. So maybe Amy Bantz is just the right kind of director, especially since in the S1, NScale said they're going to have Class A, B, C, and non-voting C shares available. Wha what this is this is l allowed? This is legal? Non-voting C shares will be owned, I think, by Nvidia, who made an investment in them and won't vote on the proxies, but A, B, and C. And it's incorporated in the UK, so it's, I don't know how this is gonna work. They haven't quite figured it out yet either, but nothing says a controlled company like director Amy Bantz, who defers to management regularly. So maybe it's not just that Amy Bantz is good, it's that Amy Bantz is... Okay. deferential and the right kind of director you want if you're N scale. Maybe you blame the already dictator happy board. This board of N scale right now includes the following. Sue Decker who All right. Yeah, you that's a name that comes up a lot in these shows. Berkshire Hathaway is her big, and then Charlie Munger put her on the Costco board. But Berkshire Hathaway is basically just a dictatorship. Vale Resorts, dictatorship. Chime Financial, dictatorship. Sheryl Sandberg and Fiji Simo are on this board. That's ex-Facebook and ex-Facebook. And Fiji Simo's currently on OpenAI board. Right. Whoa. Yeah, they're both Facebook meta Huh. Ew, I don't like I don't like any of this. Yeah, what else? Yeah. and the Shopify board to other dictatorships. Nick Clegg also ex-Facebook. He was a Facebook employee up until like last year. He worked for Zuck. Yeah, right. He's the former politician in the UK. Oyvind Eriksson Never heard of him, but he sits on four totalitarian Norwegian boards three of which are acre where he's the CEO the other one is another totalitarian company and Then the other two board members are a VC guy and a random biomedical tech guy I can't figure out how he got there, but like a VC guys obvious. That's their board That's just a board that says whatever you want dear leader. That's like Never heard of him. cool. So this is yeah. Yes. Okay. All right. Well that's how boards are constructed now and they know that invest investors aren't paying attention, so they're not really worried about it. That's how it's constructed! Or do you blame Australian founder and college dropout Josh Payne, who quote, taught himself business from books while digging in an actual coal mine in Australia. He said he worked in a coal mine. mean, I. I. assume he actually did. He started a marketing firm. Yeah. He was a coal mine worker? I don't believe that. Probably like a summer internship. Do they have internships at coal mines? Yeah. Of course. while you know like and then sold that and then started a bitcoin mining and crypto firm and that kind of became the data centers that is n scale he sounds exactly like the kind of guy that sheryl sandberg could mommy from the board that's the kind of guy Yeah, why does Cheryl even need this? Why does she need more money? Why why did why doesn't she just do some like something good for the world? Become a teacher or something. What what is she why is she wasting her time with this stuff? All right. Ugh. So those, these are your options. Your options are because they're filing, they're going public, because Amy Bantz is good, because Amy Bantz is deferential, because the board is full of dictator lovers, or because the dictator himself is a college dropout who just wants to be mommied from the board. Well, first of all, I should blame you for listing Amy Bans twice, 'cause I think that's gross. just because we seem to be running out of time here, I I'm gonna jump right to the conclusion of of my thoughts. And that is I think you were did very well here to point out that the rest of the board are already people who love dictators. Like they And by the way, like although I don't know what the I'm guessing that I love that. I do that all the time. I mean, it's Facebook. The rest of the board is just Facebook. that shareholders will not have a chance to have a point of view here with all these stupid share classes, non-voting classes. And I don't know what Paul Atkins thinks about that, like rigging the system for management. I don't know why that's allowed, but I'm sure he he loves it along with all his life insurance plans. But but I'm going right to the I'm going right to this board. I mean, j just to have three Facebook people is ridiculous. But just but but I I think you very cleverly pointed out that I think it's fine, yeah, it's fine, it's fine. His life insurance. You you these they have these people for a reason because they're just gonna do what you s tell them to do. You just there's they're they're there to make money for themselves. That's what they're there for. Honestly, and here's a pro tip for anybody who cares about this kind of thing. Go through every tech company board and see what percentage of those directors sit on other totalitarian boards. There's nothing the tech community, the publicly traded tech community loves more than propping up dictators throughout the tech community. That's all they do. And it's for those boards, it's purely deference and horse trade. Well, they have very fragile egos. Yeah. And you know one of the re can I can I just say w one of the reasons why they have such fragile egos? And we we point out this college dropout thing all the time, mostly because it's infuriating, right? Because a a woman needs to have, you know, four hundred degrees to be anywhere, right? She has to have been s you know eighteen important jobs, five hundred degrees, number one in her class. But a man can just drop out and and find found a company and It's really petty. right, you got another one. But but here's the another here's another important part of that is that the reason why they're so fragile and the reason why they surround themselves with sycophants is that one of the things you do learn at college and it it is the this this system of learning, which involves kind of a Socratic method, a seminar method, where you're challenging each other's thoughts, right? You're arguing you're arguing perspective, you're trying to like you're doing this as an ensemble for for a bigger meaning. They avoid that because from the coal mine. Yeah. Like the plague. Their intellects don't go that far. Cause they d right. That's why they surround themselves with sycophants, because they're not capable of actual constructive criticism. Right. Alright, let's so what are we how are we gonna end this? I have a speed round. Well, you have to admit that you're wrong. You'd have to admit you're wrong. All right, I have like a mini mini speed round. It's two headlines that I'll move fast through. we're g we've been we've been running long. I'll h why don't we just end with yours and 'cause I'm gonna cover some of mine on the Friday show. Let's go to your speed round, let's get out of here. All right, all right, here are mine. There's two headlines. Here are the two headline. Here's one headline. Mark Zuckerberg almost gets sick after sipping Guinness as online critics joke about his first beer. So he went on a podcast. They had the Guinness is out because this is what they do. And he took a sip and it looked like he wanted to vomit his first sip of beer like. Okay. It's funny 'cause I don't really like drinking her beer, but Guinness is the one I'll always order. So who do you blame for Zuck not liking Guinness? Here's your speed round, okay? He dropped out of school. Apparently you don't do enough drinking. You don't learn to like Guinness if you drop out of school, college. Yeah, go, go. Yeah. It's funny one of my best friends in college, was also not a drinker and he was going to do a a a semester in London, for like acting or something. And so h one of the things he did is he started practicing to drink beer so that when he showed up he wouldn't look so stupid. So he so Zach, yeah, you should have done your homework here. I mean Yeah. I'm sure. You shouldn't. got to do your homework. You got to do your homework. Do you do you blame Diageo, the maker of Guinness, because Susan Kilsby, the lead independent director at Diageo, actually has had historically the most influence on the board. It's the woman's fault that you don't like the beer. Do you blame John Collison, who is the podcast host and he's the brother and co-founder of Stripe, his brother, Pat Collison? Okay. All right. Keep going. Is on Metta's board? Mark Zuckerberg's board member? That's so that's why he's not so you blame the Colossians because they're like they got him on here to trick him to drink a Guinness or do you just blame the Irish because Zuck just bought a castle in Ireland apparently hates Guinness and the Irish might hate him. I don't know. Maybe it's the Irish's fault somehow. So who do you blame? of course. I was wondering like why is he on this podcast? That makes sense. Yes. Mm. Ugh gross. You know what, I I am I align myself philosophically with the Irish. The the the the the the in the UK in in that region, right, the British Isles, the the Irish have always been the underdog, they've always been crapped on and and I I align my and speaking of DEI, you mentioned DEI here. I mean that the the Irish have transformed themselves like beautifully over the last decades. They're very liberal, they're very pro female f women's right they're just good. They they've had gay prime ministers. No, I am. Because I'm because I because I'm happy that they're doing something that Zuck doesn't like. And I and I and I'm I'm pissed that he's buying a castle there. So they're clearly trying to poison him with their evil Guinness. So I blame the Irish 'cause they're they're trying to kill the Mark Z all come on, let's go. Let's get out of here. So you're not voting for the Irish. you're going to blame the Irish. all right. I did not expect that. All right, here's my second speed round. Here's the headline. Jeff Bezos hits back at those who demonize billionaires. Success is not villainy. Here's one of the things he said. I think we live in an environment where some people have been taught, I think incorrectly, but taught that this kind of oppressor oppressed framework and success is villainy. Success. no. poor baby. Wait, first of all, yeah, be I I hate to admit I don't want to prolong this 'cause we're only we're running up up to an hour almost. But what gives Jeff Bezos the right to define success? And where is the definition of success here? Because I would I n I will guarantee I differ from his definition of success. What? Well, here he kind of defines it here. He says success is not villainy. So that's a backwards definition. And he says you can be a billionaire if you started a hamburger stand. So, so he's basically saying billionaire is success, right? And so that's that okay, yeah, okay. Okay. So something that So so so making money, even if you're selling shit that kills you and gives you heart attacks and is incredibly bad for the environment and is killing beautiful creatures like s cows, like that's success. I am a hippie liberal. Yeah. Well, wait a minute. my god, you sound like a hippie liberal. Who do you blame for thinking, for all of us thinking that success is villainy? Whose fault is that? Is it hamburger barons? Because billionaire hamburger barons have made a bad name for all billionaires. Can you name a single billionaire hamburger baron? but like how many of those, we're talking about of the billionaires that exist, 99 % of them are like tech. Yeah, go ahead. Yeah, Ray Ray Croc. Yeah. Is that his name? retail like they're they're not fucking hamburger barons yeah it's not working No, I know, I know. He's being folksy. He's trying to be like Warren Buffett. He's being folksy. You know what the great thing about Ray Kroc too is if you've seen that, there's a movie called Founder, which which goes which goes into the story. Ray Kroc com I in one of the most vicious things I've ever seen, completely ripped off the McDonald brothers who started the McDonald's franchise. It's really one of the saddest he he really like ruined them. Yeah, yeah, yeah. I mean he he he basically stole the the company and idea and ruined them. So anyway. Yeah. And Jeff Bezos. All so what what else he got? He sounds like Mark Zuckerberg in the Winklevoss tweens. Pee bottles. Because success is not villainy, especially if that success requires your employees to pee in a bottle, because they get zero breaks, you're busy discriminating against pregnant women in order to maximize profits. What are we really talking about? Okay. But you ca I know, but fo he he was in founder mode. He had to move fast. You gotta break things to to win. You don't Yeah. Wha Who else? Well, I'm just saying, who do we blame for thinking success is villainy? Like maybe we blame the pee bottles. Do we blame Jeff Bezos straight up because he then went on to say judge entrepreneurs by what they build and how they solve problems. Isn't that exactly what we're doing? Like we're we're not youth. He's conflated. The problem of getting my books faster and not going to a bookstore or library, the problem of What problem did he solve? Or a library, yeah. Which are completely underfunded. Need a job replace me with a robot make me pee in a bottle. I don't know what problem he saw but like but that isn't that why we hate him How about we blame finally we blame nice billionaires Because his ex-wife Mackenzie Scott and Melinda French Gates are giving other billionaires a totally bad rap They're just making it harder because they make success look like Yeah. N zero. None. No problems. Yeah. I mean like women? Are there any? right. Yeah. doing the right thing as much as possible where he makes success look like shooting penises into the sky and calling it a business. Well I I gotta tell ya, I'm gonna cover this more on the Friday show. There were two headlines this week. Mackenzie Scott gave like a third of the giving this year. Th by far the biggest giver by herself. by herself, yeah. And she hasn't lost a dime. She's still worth the same amount. Same day, headline. Elon Musk, the most ever given. This is not not even a presidential election cycle. He's give already given three hundred million dollars of the money that the stupid investors of Tesla have let him earn over there by letting him do whatever he wants. But he's already given three hundred million dollars to to MAGA and to Trump this election cycle. So right there, that tells you something. so who am I gonna blame for thinking success is a villain? This is I want to Yeah, who you blaming? This is so dumb. This is the dumbest. blame pea bottles because I just think it's funny, but I'm just not in a very good mood right now because of this story. So I'm just gonna blame Jeff Bezos because he's just a s yeah. I know it's boring. It's boring. I hate more than anything. I hate when these type of blowhards d define something like like that has a lot of nuance to it. Like what does it mean to succeed in our culture and society? Awwww, that's lame. alright. They they get to decide how to define it and they define it with such narrow terms too. Like what is it? Like the amount of money in his bank account? Is that a success? Or that's it? wow. Wow, Jeff. Get out of here. That's it. That's it. That's it. That's all that it is. That's that's poor house Damien Rollis. I'm your analyst, whole Matt Mascardi. We are free float. Come back on Thursday. I think we're tomorrow. I think we're going to have a proxy countdown tomorrow on Friday. We're going to have a wrap of the week. It's so much content this week. Go free flow analytics dot com. Get all the data that we talked about. Look at all these things until later. God. Bye. it's too many.