Transcript
Welcome to shareholder Primacy from free float media. A podcast about activist investing Securities Law, and all the ways, the financial and legal worlds, intersect and Collide in real. We are usually here. Of course, with an Lipton law professor at Tulane in New Orleans, she teaches and researches security business law, and she usually holds up the legal end of the podcast and is once again traveling to a conference. That's what they do. So instead, we thought we would talk to our friend and colleague. Matt mascardi, Matt is a leader of free float, which you've heard about us to producer and also overseas. It's quite interesting analytics service, which we will dig into a little later. He is also as a turns out, of course, the producer of shareholder Primacy this podcast and has a couple of his own podcast which I encourage you to listen to, Hey, Matt, hey, it's good to be a guest on sort of my own adjacent podcast. Yeah, I was, I was kind of wondering how that would feel. Good. I'm not gonna lie, it feels good. Great. Well, of course, I'm Mike Levin. I'm an activist investor who lives and works in Chicago, and I cover the financial side of our podcast. So, to dig into it, Matt. And I, but Matt, in this case, has spent much the past few years thinking about corporate Boards of directors, And free float, has a very intriguing data set and algorithms and analytical tools for assessing internal relationships of the individuals on one. Another board and relationships among directors across boards, which is a to activists like me. It's kind of a Black Box about who knows who but importantly kind who influences who and Matt has and his colleagues Damian roles and his team, there have figured out some really cool and Nifty ways to try to get underneath the hood and try to figure out what really happens in a boardroom based on available data and some really neat analytical engines. Anyway, as you might imagine, I have some definite opinions about boards and how they should work and who belongs on them. And so, Matt and I were talking about it and absence we thought, hey, why don't we talk about the attributes of good and Bad directors, and what activists and companies should look for in a board member that that's what we discussed talking about, right? Matt, not, okay good, just want to make sure that's what that's funny. That's not right. Let's dig in and I'm gonna say my piece in a little while. But I want to know what Matt thinks based on your experience. And looking at all this data, what are the most important attributes of a good director? Let's let's hear that for a minute and use that as a basis for this. All right, I'm gonna ruin your prep by flipping it over back at you. All right, so one of the things is a free float does. The way we approach aboard is we think of it like sports analytics, right. We think of this like you're putting together a team. So any individual can have attributes, but really, what you're going for is a team Dynamic, and team outcomes. So the question, the credit question is really to you like What especially an act of us? Can you think like an activist you're thinking about this in particular? What are the outcomes of this team is? Basically. Right? Why we elect them and pay them, what are we right? Okay, which is your natural state of being which is not most investors natural state of being. So the real question is for you, what do you think makes a good director or a good team? Like what, what would make like? What makes a good basketball player. Like, you can name some attributes but you could also name, you could also think of it like, oh well, there's a lot of contacts here. So what do you think? Well, okay, so what makes a good basketball player and I have a story about that. I'll tell him in a minute. Is. You know, in the end it's you know, what kind of winning team you know presented and what makes a good board is one that leads to a profitable investment. Okay, that's 9 answer to the question. But there's there's a lot of and I know that free flow kind of looks at this and and some of the data points to how much Value. Add an individual director contributes, which I think is a fascinating and and really useful statistic or so. What it was it was the biggest missing piece before Sports analytics existed, right? Like you put a team together but you couldn't say how each individual contributed to a win, right? And that was like wins. But what wins above? Yes. Right, right. That's like the advanced statistics. And this context, right? What's a win? And and, and to your point, a win, can be a lot of things. It can be profitability, it can be TSR, it can be, it could be growth. It could be you know reducing carbon is saving the world. It could be not paying you know like you the investor is exactly there's others who do right. Okay. So really what you want to do for like the way we think about a board is we think about it in sort of three stages which is how did those people get there? Who's got the power? Who's the biggest influence? What, who's like contributing most to whatever the win is and then, did they produce that win, right? Like there's kind of three elements here in a linear way of thinking, about a team and a board. So what we've done is create a way to attribute to individuals on the team. We just we've lifted from Sports analytics like War, like, you know, like all of these Concepts that are, you know, that the, you know that the center is responsible for this many wins or the pitchers responsible for we've taken those Concepts and we've said okay in the boardroom the real way to think about that is influence or power in that room. How many committees you sit on how many like how much Equity you own in the company? Are you an inside or an outside? Or were you put there by an activist, right? All of these elements. Do you know everybody in In the room, you talk about relationships. That's one of the biggest ways you can have power in the boardroom if you are Central Cog in a network of board members because nobody wants to turn against the guy who put them there. If you're responsible for three of these board members being there, because of the relationship you already had exactly. If you were their boss and some other place or something. Okay, exactly. I mean, there's and there's countless examples of this. But like you have a board like Netflix board, where Leslie kilgore's on the board, she was the chief marketing officer at Netflix up until 2015, then she gets put on the board and she's considered quote unquote independent right. But she's on the board with Reed Hastings. The founder of Netflix, like do you think she's gonna go against her former boss? Those situations are the ones. We're trying to measure so that we can the output of that is to say, if I cut the board pie in any given year, can I say who's responsible for the outcomes that this board produced at this company? Produced in that year. So if you've got a 10-person board and that and it was a perfectly Democratic board. Everyone would have 10% of the power, right? Like a perfect split that never exists in real life. So a good director is one that has a consistent track record over. Time, if they're on, they're on many boards, right? Like but let's just say they are a good director would be one that demonstrably proves and all the places that they go that they produce wins. Like if you plug, LeBron James into any sort of Team over the last 20 years, they're more likely to produce wins and you can Define wins however you want. But most of the time we're thinking about earnings and TSR, we're thinking about some basic Financial outcomes And therefore a good director is one that can go on multiple teams and multiple Industries and win help produce strategy. That gets to earnings and gets to TSA. So let's and let's get a little more specific or narrow about some of the the attribute. I'm thinking, like, How much is having experience in the industry important? How much how relevant to have to have been a former CEO someplace or senior, you know, c-suite or Neo as we say, you know, there's professional credentials. Now, the reasoning of bringing this up is that if, you know, and I'm, I listen a lot to the to the other proxy countdown podcast, were you critique a lot of boards and say, you know, here's one guy, you know, here's a board that's full of lawyers and accountants right now. We just here's a board that's full of people with unrelated industry experience and so forth, and that's actually something a lot of other shareholders, think about too. Is, you know, does you know use our favorite poster? Child from activist project for this year Disney Nelson Peltz was really criticized for not having any media experience, right? And I wanted to kind of to get your get you to talk a little bit about at least your views about those specific, kind of attributes, being a former CEO, as I started saying so, so what do you think about trying to avoid it? I would think about like what you're trying to avoid, right? Like a board's General role in most cases, not all cases is to play defense, right? Like or management plays offense, they're going for growth, they're going for like, you know, a lot of money on campus and like, like the board is the parent in the room. The board is the adult in the room to say, hey, look, spending some money is, okay, but you all need to save for a rainy day. You've got this thing to consider, you know, like so. So, there the industry experience. It takes to do, that can be Multivariate. There's no one industry experience. It doesn't necessarily make sense to have a board. That is all industry experience. Nor does it make sense to have a board that has none? Why I think of it in terms of power, right? If you've mentioned Disney and Disney is a great example because before Nelson Peltz came in on the board of Disney Bob Iger and this is if we exclude the shape of era because it was bizarre era to begin with but Bob Iger was the only one in that board for many many years who was immediate executive. Right, the board itself had a lot of retail experience sort of adjacent experiences that were important to Disney, but if you want to consolidate power, it's very helpful to be the only person in the room who says, has anybody else made a movie here? No, well, I have lots. So I know what I'm talking about, right? That's useful. And the that's a way to consolidate power with like an executive Who has that core knowledge. But there's a flip side to this, which is to say when you have a board where the executives are all a thing, like, even if it's like adjacent to the industry, like, take Airbus and Boeing, which is our favorite example, right? Boeing was been chock, full of lawyers and econ Majors. It's basically Finance Bros and he came here, you know, take a problem with you. Okay. I feel seen a little bit, but then take it, take it against Airbus right. Airbus had a higher proportion of their directors. Their backgrounds were in engineering. It was like worked on planes built the plane making plans. It seems relevant, it seems relevant in that context. So, one of the things that we've done is, we've gone through 200,000 director, bios and used language models to extract their experience schooling. The class of five, some level of Base knowledge, Likely to have based on the titles that they've achieved the industries that worked in and the companies they worked in the degrees. They've got just some basic core foundational thing because when you look at what the company say, their experience is right in their skills Matrix, they make it up every skills Matrix, we ran an experiment pulling directors on multiple boards and found that like something like, 40% of them had a skill in one place that didn't have it in another skills Matrix, right? Like it was make believe. Okay, so when you find that you just are like what can we just agree on some base knowledge. So really industry experience, the question of like too many CEOs on the board are not enough or to Industry experts on the board. Are not enough. What you're going for is in general balance, you're going for a spread of the power. You don't want all the industry experience in executive's hands. You don't want all CEOs who are sitting on the board. Overseeing Other CEO that they know, right? Like that, they that they empathize with in some very deep way. Exactly. You also don't want on the flip side, one CEO on the board who like and never no one else has ever been a CEO because that also means that one CEO consolidates power like, when I was CEO at such and such, right? So it really what you're looking for, is it always comes down to a team Dynamic. You want to maximize the output of the board, it's about maximizing the team and they're balancing strengths and weaknesses, just like any sports team. Just like any sports team. Well, because I have some, some you flip this back at me as we started launched into this. And I have some, some views that I will. I would like to reveal. Oh, reveal. Oh, I like that. Say, and To to sort of respond to your challenge because I do have some some fairly specific ideas about what makes a good board. Know I like and there and there. Someone consistent but they may be a little contrary to what to what you've laid out here. So let's let's get to that but let's get to that after a quick break. Um, and let's let's return in a moment with Matt McCarty from freefloat here at shareholder Primacy back in a moment. This is the free flow media podcast Network, where we cover the, who of the business news? Because investing isn't a, what it's a, who check out our other podcast business pants for fact-based, snart covering companies and Executives and the proxy Countdown. The only podcast that treats company meetings like sporting events, find them on iTunes Spotify or wherever you get your podcasts back to the show. Welcome back to shareholder Primacy. We're here with Matt mascardi from Freeport media. I'm Mike Levin. We have been talking about the attributes and qualifications of directors, what makes a good director and Matt kind of laid out for us the How he thinks about it and also kind of how the analytics and data at the free flow kind of inform those views. And I think it's fair to say, if I could sort of just play back, what we heard that, there's a real Dynamic. And I mean, that in the literal sense, way to look at this, that each individual director on a board of, you know, and number of directors, kind of influences, one another and you're looking to figure out how they all add up. Into a sort of a coherent, and cohesive whole and among that Dynamic would be mixes of Industry experience of financial expertise of executive experience. And, you know, there's going to be, you know, no one, you know, kind of rule that says that you need, you know, 20% of X and 30% of why is going to kind of vary by company, by industry, by stage of growth of a company? There's all sorts of different ways is that, I think, is that a fair way to kind of describe what you were trying to convey? Yeah, it's the sex scene. New ones of governments. Exactly. Well, I have a couple comments about that. Let's bring it. Okay. Always kind of. In a little. Curious and a little skeptical. Of the need for industry experience. Actually, I'm going to back up, I've always been skeptical of the need for executive experience on aborted directors. Okay. I have long been an advocate that a CEO Not only should not be board chair of their own company, but shouldn't even be on the board of I love that. I love that. Yeah, okay. With that is really a minority, that's gonna upset and aggravate. A lot of people Especially CEOs that like that title. But I don't think that a board can supervise a CEO when that CEO is among them. I mean, just to that point. Yeah. And what other place in anyone's entire career or life are you in the room with your boss when they make every decision about you? Exactly? Zero, it doesn't really happen. So now I can accept to see CEO being in the room for discussions and stuff. I don't want this CEO in the room to vote on stuff. Exactly. Okay. You know, boards are tend to be pretty scrupulous with some leakage about, you know, keeping CEOs out of comp discussions or whatever. Right? You know, I've been on boards where we've we've had been careful about that. But nonetheless. I I think you know that that version of executive experience is just is just bad news. I also am so much skeptical of sitting CEOs CEOs of other companies serving on Boards of other companies. Of my company or hi everyone to put it, okay? Sure that that if I'm the CEO and being a CEO of a public health companies, a big job. It takes it really it's you know it's it's 24/7, it's really huge okay. And if I were the board of a company with, you know, some high performing CEO, it would be a very low priority for me to say. I think you ought to go be on two more boards. I think that's important okay? For your development as an executive and for you to survive. Okay, I would really be and again, there's going to be I suppose exceptions. We just heard last week about how Nike went and re-engineered. Yeah, it's executive team and, you know, fired the CEO, Brian a new person, evidently Tim Cooks, CEO of Apple, who is on the I think he's cherries on the thought, just on the board, he's on the board. Evidently he was he was pulling the strings on this. And you know Nike sure all these are happy. It was probably good. You know, we're grateful for Tim's attention but the apple board. Apple's got a lot of stuff. They're dealing with you know, how they would allow Tim Cook to go spend part of his week managing Nike. I think that's that's a problem even though they have business relationship you know there's a Nike version of the Apple watch. All right, so that's probably enough about executive experience. Well, I mean from a time for from a Time perspective, I think that's right, I mean we but but clearly investors don't really care because the average vote for a director is 96% for absolutely. And they love having these videos about what I think should be the case. Not what I am. And I would hope that, you know, all the big three indexes and so forth would agree with me. But I know I realized that when other shareholders are looking at how to vote on directors, you know, there's two big things they're looking for and I and I'm about to push back on both executive experience in history experience, right? Right. And so, the industry experience aspect of this. I, Unlike my absolute absolute view on Executive experience. I have more of a little more new ones I suppose that industry experience. I would downplay it. Okay, I think that Any anything that a smart director needs to know about a company and its industry. They can learn in like a month or two really that day? Yeah they look I've been on, I've been on a couple boards consumer, electronics company and a gaming company. I didn't know much about either. And by the end, I by the time I, you know, two three months into it. I was I was up to speed on the industry issue. I mean, had a focus, I had somebody. But again, I wasn't a sitting CEO at some of the company where I had other stuff to do this, but this is my job. Okay. And so the industry experience I would make less of our priority. Compared to two other. Key attributes. The first is being a significant investor having some skin in the game, okay. And I'll tell a little little version of this which is you know, once in a while someone asked me, you know, I needed to for a company like a portfolio manager I'll be working with on something and we'll talk about directors for a portfolio company and we're thinking of running approxi contest or whatnot and he'll say our show say yeah. Who do we want to recruit? I said do you want to do it? and they'll look at me, like I said, look, you got, I'll make him. You got 8% of the shares, right? I said there, would set it sends, no better signal to your limited partners, and to the marketplace, as a whole, That you would be willing to be a direct on this board. He said it delegating that I said your most valuable resources your time. And the fact that you would say to, you know, again you're limited partners and the rest of the world. I am willing to spend 300 hours a year on this investment, by being a director, sends a huge, huge positive signal confidence in the company or you're at least your thesis for the company and Your your willingness to spend the time doing that? Well, I'll say this though, that that does downplay. So, so and I'm gonna talk about this in a proxy Countdown. The podcast where we dissect this, but like, we're doing one on lamb research. I think it's going to come out before this show comes out. So it'll already be out by the time, this is out, but it downplays. Both the sort of social skin in the game of that. Many of these boards actually have and by social it's like a social economic skin and the fact that there is no better job in America than being on a public, right. If yes, right. It's very, not just the credential it is a lifetime appointment, basically, right? Like you're pretty much guaranteed to be on, not one board, but once you've broken through the board ceiling, you can get board positions in a multitude of places. It's It's a great gig. Once you've sort of proven proven it once the recruiters know he are and so forth. Yeah, you get, you get more offers to be on boards and you know what to do with and you need three or four and they pay quarter to, you know, two to four hundred thousand bucks a year and they pay more. So on an hourly basis. This is the breakdown, right? When you break it down on an hourly basis, they pay almost exactly as much as you would make as a CEO. But you only work about 70 hours a year, right? Like let's let's be generous and say it's 170 hours a year, right? Like you're still, not working a CEO's level of responsible, and you're only responsibility for sure. There's not, like you got a whole team, right? People who you're trying to keep happy. Basically, what you're doing is running around trying to reduce the information asymmetry that management has that you don't have right. Like you mentioned that like and this is where you know the pushback for me would be on the industry experience, right? Like you can get up to speed quickly on an industry's wrists and You know, you know possibility like the function, the operations like things to think about but does that position you to think about seven years from now? Because the average board term is seven years and in the United States. Yes, B. 500 boards, right. Seven years from now, you have to be strategically planning, so that this company is viable. Seven years from now. Are you positioned to do that in a month, right? Like by looking at like the company, you know? So my point is, there's it, you're right. I think that having direct skin in the game as an investment skin, because directors do not typically owned shares, they bail out. And when they're one years, they do own. Our granted to them by the company. It's all granted on money, right? Yeah. That usually they're not like, paying out of pocket for these shares to show that they actually believe in the company that I totally agree with. But there is a different kind of skin in the game and there's sort of a different kind of need when it comes to Industry experience. And I think both get undervalued When it comes to how investors view these teams and the Dynamics on boards. They don't think about those things at all. They don't think about the social skin in the game and they don't think about like seven years from now. You're making decisions now. Yeah, all right. That's, that's, that's a fair point. And so, like I said, I, I kind of reduced in importance, the industry nawlage. I don't want to, I don't want to eliminate it. There's one other attribute that I wanted to bring up. That and again maybe next year we'll find a different company but we'll use Disney as the example again. Sure. And it has, I'm going to its independence and I'm not talking about independence as the SEC defines it. and you know, that Independents is like, you know, you're not getting paid by the company and You know, you're not, you're not business partners with the CEO and some other Venture. And again, the problem the solution for Independence problems, there tends to be more disclosure. Right. So there's you know, so, you know, certain committees can't be, you know, have you have to be majority independent or whatever, okay? I'm talking about independence. In the will, and the ability and the aptitude for questioning and pushing back on management. Sure, this is why this is why I want to use Disney and this is for me as a shareholder as an activist. If I'm looking for directors, you know, I know, I can do this, but I'm, if I'm looking for a team at three or four, this is the number one attribute for me. Yeah, I'm with you. Yeah. And so by Independence, again, the ability to question and and push back is is critical. So let's let's talk a little bit about why I think Disney illustrates this superbly, okay? The big problem with this name other than you know they had a streaming service that was only kind of bumping along relative investors satisfaction and they hadn't you know, really had a really huge hit movie a little while. Was the fact that Bob Iger kind of owned that board? Yeah, no doubt. Okay. And, you know, kudos to him if he's able to do it, okay. But, you know, he especially once the board asked him to come back. After this succession plan that, you know, I can't imagine he wanted it this way but it worked out this way, you know, they kind of begged and pleaded and so he had the board eating out of his hands. So you know, and you look he was a really good deal maker for a long time. Okay, but then, you know, the I think a particular, the Fox Studios deal kind of didn't go well, but now we have a board that will basically do whatever he asks. Okay, if he wants to, you know, think about some other deal if he wants to pour out more money into streaming, whatever he says, We'll go. Okay, if he wants to push back, this announcement of his successor for, you know, another 18 months. Okay? Fine. We'll do it. Okay, well this brings us to the proxy contest that unfortunately for Disney Cheryl just like us didn't go. Well, brings us to now some pellets. Okay, so now sin Now, I'm so for the board but very specifically singled out an incumbent director, Michael Roman as kind of his opponent that the logic of universal proxy points to have to do this and so forth. But basically show holders were giving a choice from and repel Roman Distinguished public servant former diplomat. You know, really, you know, good guy. It was just been in executive, he sort of been in out of of corporate life between, you know, jobs and the government. But at some point, I'm guessing some some coach said to him, you know, be on a board And the Atlanta Disney board. Good for him, okay. doesn't need the Disney board credential He doesn't need the money. He had several billion dollars at stake between him and Ike Pearl Motors char. Okay, and he he would be Fearless in pushing up against a guy like Bob Iger. Okay, he had he had no compunction about questioning his decisions and I think he could probably do it in a reasonable way. There's, you know, half a dozen other CEOs testified to pelts, his ability to kind of get along in the boardroom or make his points in a way that wasn't too, too Reckless. but that's the kind of Independence to be able to push up against a guy like Bob Iger and the promise and knew this bye by her. that's the last thing he wanted was somebody with Nelson's Independence and and disposition in the boardroom, raising questions and so forth again regardless of Industry experience and so on, that's the that's the kind of person that A really shrewd activist once wants in on a board of directors. So that between the so that Independence becomes my biggest problem, my biggest priority. So I'm with you on the independence, right? Like and and I think you know, like the like James craigie case suggests that there is a shifting view on the idea of Independence. So the James craigie case is the SEC brought against church and Dwight director James craigie who did not disclose that. He had a personal relationship with an executive at the company and to do things right? Because he didn't disclose the personal relationship when asked about it, right? Like that's what got him in trouble. It's not so much that he had the relationship. If he just disclosed it then it he probably wouldn't get probably. Yes, he probably would have moved past it. Yeah. What is moved past it but there is this idea that like those relationships need to be disclosed. Now iger's learned from the best. Right, Michael Eisner, really famously like put On like, you know, people, he was cool. Yeah, there's like I mean like you know Disney War, the book by James Stewart is like is like a page, turn a board page Turner about how to construct a board badly, around, lack of independence from the CEO or the executive that said right from is on the console Foreign Relations. Yes, he's highly interconnected to every other director through those kinds of. Yeah, he's he's not he was not going to be the person because how we got on the board and exactly personally was, he was not going to be at the Rector. He was like hard for either. He wasn't supposed to write, like, no one on that board was really supposed to push back on Igor. That's the point but Disney is not unique. I think actually there's hundreds of examples of this. It's like the average American company. 20% of the boards are connected to each other, just through other boards for getting Nonprofits and forget like other affiliations, right? Which means one in five directors in a boardroom knows each other which a really oddly overlaps with, PWC does their board. They just put theirs out, Apparently, one in five directors, how reluctant to presenting view, right? Like so it's not really a coincidence. It's a huge coincidence that one of five directors, know each other and that's it like the one in five don't want to descend, right? Like but that's just what you can measure through other boards when you actually get even deeper like we did a study when we are analyzing, I don't even remember who we're analyzing. And we are actually looking at a Walmart non-profit. What we found was John Tyson was on the North Arkansas Council of something which is Tyson the Tyson the Tyson Foods. Yeah. Like like executive is on some board in North Arkansas that was paid and run by Walmart like the Walton family, right? So a major supplier to the Walmart stores. In Tyson Foods is sitting on this little tiny infinitesimally, small non-profit in Northern Arkansas with The Waltons, right? Like with Walton family, that happens all the time, right? When you start to dig into it. So you're the idea of Independence is absolutely right? No matter what you think of pelts or Blackwell's nominees or whatever, or like the idea is boards are highly insulated and again it gets down to influence and power. The question always is when everyone in the room and this was what God asked us to the analytics. We did we did a 30 year, Deep dive in the Boeing board and we realized in 2011, the board that green lights the max 8 planes 2/3 of the Board Room at that time. We're connected either directly or indirectly, through Ken duberstein the head of the nominating committees lobbying firm. They were his clients or they were his friends, write 2/3 of the board. We could directly connect the other 1/3. We're connected to the other board members. So we got into this deep dive trying to say like oh well if Ken duberstein knows everyone in that room is he the guy really calling the shots? Which is why we build these sort of analytics about influence and understanding it. Because of that question, I think you're exactly right, that central question of Independence and that's the one that doesn't really appear in sports, right? Like, like you don't care if the if the athletes are in dependent. Oh, it's not like, right? We do other things in basketball. Yeah, it's just, it would be as if you brought in like a point guard who only passed to one other player. That they were friends with. That's all they did. I don't know, I don't know if you if you probably could tell, I've played my share of pickup basketball over the years. I am I am a mediocre player, I'm a great Watcher. I used to be better than I ever played. Okay, but you asked kind of the best attributes with the with the most. Yeah, let's bring a full circle so I am You can't tell. Sitting down recording a podcast. I'm a big dude. Okay. I'm six six at my height, I was Probably way over over 270 pounds. No, wow. Okay. And so, I was a center. And I used to really, I used to dominate mixing it up with guys. We had a lot of fun in my pickup games. And and I was in objective game where a friend of mine was watching from the sidelines. Watching me kind of throw my way around. And he looked at looked at some guys and said that's it. That's the most important attribute. I said, what's that? He says, you can't teach wait. If we could measure it, we would love to. We wanted to know everything about every direction. Can you look, we're getting Close tight. Of course, that was John wooden's old thing. He can't teach. Wait, we're getting close to get me anyway. This is Been really fun. We'll return to this at some point and talk more about like, you know, board credentials and so on. But I think I think we should, we should give her our followers and listen to her a little bit of break and think about what we've been discussing. So man, I think we can we can wrap up. It's been terrific talking to you. Thanks for being a guest on your own, their own show, you produce. It's been great to be here. Excellent. So this is shareholder Primacy hosted by Anne Lipton and me Mike Levin. I'm an independent of his investor and advisor to investors about their activist situations. And as we've talked about is a law professor at Tulane, and for this episode, we've been talking to mascara to your free flowed. You can find Mike me, Mike and activists and the activist investor.com and you can find Matt at freeflow.com Thanks for listening and we'll talk again soon.