QUIZ: The shirt proxy vote at O’Reilly’s, Alex Karp’s elite board, Crowdstrike’s equity award, Target’s CEO search

oh, heard that before. Yeah. Live from a solar operated ESG can opener. See, I like it is. She's going back to its roots. Opening cans. Yeah, that's about it. It's an all new to us right? Tuesday edition of business fans, featuring animals hole, Matt mascardi. Wow. Wow. What a get On today's Black Rock flavored oatmeal. It's just flavored what we can't get like, BlackRock chunks, like razors. Just flavor when you say, chunks doesn't sound better called August 19th, 2025 a quizzy blamey game train wreck mashup. Oh wow. You just sold that hard. I don't know what we're doing. We're combining a lot of weird Concepts and we're basically quizzing each other on on headlines. I have a blame game for you. I'm like, so now I was now I'm deeply. Curious about your thoughts and feelings because you were quoted in a fortunate article. Oh, where? Let's mention that. Someone listen to the show. I want to call her out because I'm McLellan Lila, maclellan, senior writer of Fortune, she covers topics and Leadership. And here's why I want to specifically mention her because as you know I tagged thousands of Articles every month. Yeah I look and I look at way more than that. Lila is actually someone that we enjoy. We tell all the time. I she's always on my radar, I love her topics. Just some recent ones that we've actually talked about in the show a long running. Auntie D E I lost. You could help companies defend themselves from Hello racism claims and then we talked about this horrible story match groups, rape problem. No lawsuit alleges that in action by Tinder and hinges owner. A lot of users to stay on the apps and now she has a story about something that we covered. She calls it the Bro IPO summer, women are missing from board and see Suites in the current surge of public offering. So Lila, thank you. Yeah, we're already a fan, I love but this is great. This is great and And the best part is she quoted you from the show? And now I want to hear all your thoughts, my my stuttering mumbling mess. What? Yeah, with the concept of the Bro Poe, is it very you actually talked to her? So she avoided me. I well, I mean, I think, you know, getting like a rectal now or something. I don't know what was going on. She told me she lost my number. Here. All right. Shall we play a game? Yeah, play a game. So you're just gonna quiz me. And then I am going to quiz you a little random. I've kind of picked like three random companies. I don't even know why I mean, it's fine, maybe just time for a quiz. It's time for quilt. Right? Chelsea. Let's get some quiz music going. Consider me, your least favorite geography, teacher. All right, here we go. All right. Okay. We're gonna start with Casey's General Stores. Casey's chatterley you ever been to one of those know. I don't even know what it is. Is like a Cracker Barrel? No, no. I think there's sounds very red State. What is it? They do like pizza and food. Know they convenience stores. It's like us. Yeah, yeah, it's but it's, it's only in the south in the midwest. No one is for their food. No one who's ever gone to Casey's General Stores of a bodega. That's true. But not a Casey's general concept. Okay, I'm gonna start this. So last year's annual meeting in August shareholders were asked, yes, or no? On CEO. Darren Robles pay plan. Oh, okay, to help them. Make a decision on the pay practices. They had information like the the ratio of the annual total compensation of Casey General Store CEO to that, its meeting employee for the 2024 fiscal year, right? Yeah, yes, this is commonly known as the CEO pay ratio, so let's begin the quiz there. Let's begin with the quiz with information in the public, in the filing, document SEC filing. According to the companies SEC filing. at what point in the fiscal year 2024, Did CEO Darren earn the competition of his company's mouth employee. What you see what you did there. That's that's an overly clever question because I have to guess the ratio first in my head and then do the math to figure out what point in the year, and or time because I know it's in the first day. This is a college course, this is high school's. This is yeah, apparently, I've graduated, I'm in the big. There's no multiple choice either. Okay. So Casey's general is like, you know, retail, right? Like it's like assume that. So you gotta be very much higher than the worker, right? Because that if it's a folksy, kind of environment, you wouldn't want to see. Yo, was paid too much. The retail stores are the ones where you get all like the like the moocs that they all call Partners. Yeah. And and the CEO somehow always makes 40 million and Dentures server to it with a workers came in for the crummy Pizza. I can't imagine it. It's much less than, like, you know, the average I think, for the S&P 500 is around 270 or 300, you know, to one. So I can't imagine the retail average is gonna be like 600 to 1, so I'm gonna go with just to make the math simple. I'm going to go with by lunchtime on the first day of the year. You're good at this. Hey, give yourself a ding. Oh, I like a ding. How you know your subject. So, if anyone else is writing an article on us, no Street Journal ask because he knows stuff. So and I love doing this now because I have a nice relationship with Google and I and I I asked him this question a lot and they do the math for me and I enjoy it and I think Jim and I enjoyed it too, because they come up with this great answer and they get, they explain how they get there. But as of the first day of the work year, which we're gonna call January 1st just to make it easy. Yeah, well it's the first day of the year. Yeah. CEO. Darren robbery at Casey's General Stores at 12:35 seconds, so right during the lunch period, he makes the same this, he makes already his medium employees salary. His pay ratio is 579 to one. Oh sir. Oh sexually. Yeah. Or as Lila quoted me for her article, it's crazy. It's crazy. It's crazy. That was your sorry. That was your quote I just it's crazy a lot now. Do you think which of the following we've lost all morality, we lost all Morality In this system of governance in Corporate America. We've really, really we've lost hold of morality. How can I see you, make as much as his worker by lunchtime on the first day that's sick. I want to know a witch of the following menu items at from Casey's General Stores is the CEO eating when he is made, as much as the median employee is it. The pizza, the, the made from scratch Pizza, the wings, the sandwich, or a salad. Like they have fresh wraps. They got. This is a restaurant. It's like a convenience store. I just want to know, is it? I want to give you more information. I would The turkey cheddar six inch sub. That's what I'm I guess would be. I might, I might eat that. Additionally, the CEOs Target Equity award was about 7 million dollars last year, okay? In the worst case scenario where every single peer company outperformed Casey's? Right? In terms of total shareholder, return, every everybody, it was the wall and that horrible worst case scenario where the company is horrible. How much Equity could the CEO still receive. So his Target is 7 million dollars. So nothing. No, you have to give money back. Come on, come on, come on. No, not even close. He will make 75% of that. That's always the number. Like, again, give yourself a day. Yeah, that's the bottom. I think. That's exactly right. He is the TSR modifier. If every single company outperforms, his is only a reduction of minus 25%, meaning that no matter what happens. He's gonna get five million dollars in Akron, no matter. What happened? Doesn't matter how much he sucks. What a great deal. Well, the great so that is, I give you those very two important bits of information that's all so information that all investors get so accordingly based on that, know, based on what you have, just learned what percentage do, you think of Casey's shareholders voted against his pay practice against the pay plan what percentage? Oh again, you want the against write, those just two of the bits of information on the proxy. But again, I am not looking at any of these production notes so I don't I'm gonna guess 2.3% voted. Wow. Again, you're dinging the, you sure you didn't look. You got actually that the actual number I actually, I'll later. I'll look at the actual. It is too. I always, you know me. I always round. Yeah, rounder. Yeah, I hate the point. It's 2%. Yeah. Two again that sounds that sounds like the average vote against for anything that sounds like a couple of investors with a fat thumb accidentally. Yeah, no, I bonus question and Vivek promise, you know, extra strive they voted against every compensation package. One thing I like sure they did. Yeah, bonus question. According to the company's latest filing 2025 filing. What point in the fiscal year would CEO Darren the competition of his companies meeting employee. So, remember last year, it's 12:30 5. So, what do you think it is this year? I mean, it always gets closer and closer to breakfast. That's the most of the Doomsday Clock. Yeah. Moves to see how close will 35 last year? I'm gonna guess 11:57. I think I'm gonna say you're wrong in this one. No, it actually shifted over three minutes and 28 seconds, so it's 12:32. Well look, that's what we're getting there. That's that we're getting closer. I think his goals is to earn as much as his average worker before noon. That's the ultimate. Like really is that it. I feel like it would be before lunch. I feel like before Bagels. All right, that's Casey's General Store. Let's move on to crowd strike holding. Okay, okay, crowd. All companies that everyone loves to talk about. And here's a, this is why I picked the story. There was a recent four back to Fortune. They reached a recent Fortune article called Laying off workers because of AI is more of a fashionable. Excuse, then a real business imperative. So they cite Crowdstrike, CEO George Kurt linking. A 5% job cut across the board to the to, the cyber security. Cyber security companies need to double down on AI Investments to accelerate execution and efficiency. That's his excuse George Kurt said AI flattens. Our higher in curved and helps us innovate from idea to product faster. So again, there's no, there's no reality based on this. You just using it as an excuse to fire. Some people write even know what those words mean, right? Nor would you first question? Are crowdstrike shareholders also give them the privilege to quote, accelerate execution and efficiency. How many total years does it take for a crowd striking investor to vote on all nine board members? Oh, all nine, cuz it's the answers, then it's a staggered board. And the answer is going to be three or four. They never do like the fourth year, right? They would. Yeah. So it takes three years. How was that, how can they accelerate? And execution and efficiency. If you're an investor takes three years, just a way in. This is important because this year, A two of the three members up for vote the paid committee chair, Carrie Davis, and the nomination committee chair, Laura Schumacher, both got over 30% against. Yeah. Because the investors hate the staggered board and they just take it out on, whoever's up for vote. Well, oddly the CEO only got 2% again. He was all yes. So I don't so we are, that didn't crowdstrike have the massive failure turned off? Everybody's computers are you're, you're picking a head, let me get so, but but look, at least shows you that shareholders are they're angry about something. They're as we have covered many many times, the average vote against is what 4% 2, what is it? It's a 96% is the average vote for so in 4% against. Yeah so here, it's like over 30 so that you don't give investors the chance to to make a unified message here. To me, is should be illegal there should not be classified. Boards is what I'm saying? And I love that we like the data providers love to Think I mean you call it a moral Victory if it's like under 10% or over 10% against. Yeah, I love that. The data providers actually flag it as like a potential problem when it's when it's that way, it should be off the board if its 30. I mean, I mean you might as well just like we, we need to change the democracy. Is that like tell percent is voted out? Remember I and again, now we're getting into the weeds here and I'm gonna bore everyone, but but the general rule of thumb across the globe is that. If you own 30% of shares in a company it's a company's effectively considered control by that. Sure. Holder possible to get anyone to vote, right? So if you're over 30% votes again, so you should be off the board that affect, it's an effective know, but anyway, no one's ever going to listen to me on that one. Let's move on. That's give yourself the board influence of which is I think it's according to free flow analytics. I think it's about 70%. Founder CEO and director and third largest shareholder. George Kurtz investors would typically be best served with a board. That provides an effective counterbalance to his control of the board's. A independent director is what percentage has served for at least a decade alongside Kurtz. Krusty is a recent IPO I think, which means everybody who would have been on the board would have been a VC, orally director, I'm going to say, All of them. I'm gonna say all okay well there you're wrong but it's but it's still a concerning amount half half of the board alongside the whole which means that not only does he dominate the board but he has a bunch of his friends alongside him so how can you even do anything at this company quickly again? Yeah yeah go ahead when he fires people to replace them with AI to increase in Innovation, should there be a rule that you have the fire that percentage of the board and replace them with AI? Absolutely. Yeah, I think he said that. Yeah. Again, to counteract his control investors should expect regular board refreshment, right? You just mentioned board, right? Yeah. How many, how many new directors have joined the board in the last five years? Oh, it can't be more than one, I think it's probably just one, right? Yes, exactly. And not and what's really concerning about this? It's a woman named Johanna flower and she is the oh she joined in 2023 in January. So she's actually been there for over two years. She is the only director who sits on zero board committees. She saw finally, she has no input anywhere. Like like nothing. Like they're, they are protecting the CEO. All right, I'm gonna wrap up crowdstrike soon. Kurt's already owned nearly three billion dollars of crowdstrike shares. Wow, 2.7 billion dollars. That's massive. So what would you, what would you expect the percentage of his annual pay to be consisting of equity? How much of his annual pay is equity? He already owns three billion dollars in equity. I mean, but they don't they don't. These are the people who don't so look. So understanding what is getting cash, right? No. Because cash has a cost attached to it. You get taxed on cash and all that kind of stuff at a higher rate than you get taxed. What he what people do when they're in this position, is you have three billion dollars in equity? You go to a bank and you say, I will secure, I'd like a loan. I would like the secure the loan with my equity and I'm not taking out a real loan, I'm really taking out a fake loan because you're just gonna get the equity and that's a transfer to you, but I get the cash and there's not a taxable event that happens when I take out a loan, that's actually debt, right? So, you want all 100% to be Equity. That's what you want. If you're the CEO, if you're the CEO, you want 100%. Well, you're you're close. It's 90% his time. His Target Equity award. He already owns. Three billion is 35 million dollars annually. 35, like what for him? I don't understand how that Incentivizes anyone? I don't then you go to the bank and you take out 35 million dollars in cash and as a ridiculous and let's, you know, let's practice, let's wrap up this. This idiot crowdstrike holding a finally crowd strikes. You related to this Crouch strikes Infamous and that's the key word. Maybe their Infamous Infamous 2024, software update is commonly described as what? oh, Yeah, I had a name, didn't it? Um, yeah. Like the the Microsoft thing was the blue screen of death. That's always been like the Microsoft what happened? It caused it caused a widespread blue screen of death or what and what how is this described this event? I I would get you some variation Jazz, right? Like it's yeah, it's just described as the largest outage in the history of Information Technology. Okay, 24, Crowley software update that disrupted millions of Microsoft Windows systems around the world. Can we Workshop that name? And I want to talk about this, I want to talk about the company, that CEO, George Kurtz runs and operates. So this this outage affected had a Most visible impact was the widespread and severe disruption to the global economy. The financial tolls estimated to being the billions of dollars key, sectors included Aviation, where major airlines grounded thousands of flights Healthcare were accessed, electronic electronic health. Records was hindered leading to the cancellation of surgeries and appointments Financial Services Banks. And financial institutions, face outages, that government and Emergency Services, the outage impacted, various government agencies, and even emergency services in some area. I mean, this, I mean, this was mass and this guy is still his Target Equity. Annual. Words is 35 million. Dollars. I mean, this is the state of of a capitalism. Does not focus on stakeholder. Capitalism, it focuses on on just the share price of crowdstrike, Holdings. That's all you got. That's all we're focusing on. That's it. Just all we care about. You got all we care about it whining. I mean, they just, hey, I lose their parenting orders. And I am just parenting, the sage word, The Business Roundtable, the most Ardent supporters of capitalism known in the history of the world. Who in 2019 said that the purpose of a corporation is to focus on things like the state Equity Awards. Oh, stakeholders know stakeholders. Anyway I always I'm done. I'm done with Crowley. They have one more quick one and we'll get out of here. I'll let you quiz me. I want to talk about Target Corporation. I want to tell you about three headlines that we have captured in the last few weeks. Target foot traffic is still suffering. Six months, post boycott and Industry veteran says the Retailers problems are bigger than just curtail and Dei Target boycott leader. Jamal Bryant is arriving on CEOs radar screens. How about this? One inside Target frustrated employees in a search for a new CEO. This is from The Wall Street Journal. Who claims that many Target, sharpers are frustrated with the retailer. Also, many target employees in early June. This is telling information. This is from The Wall Street Journal. Remember, a company-wide survey showed that roughly half of targets employees don't doesn't think that the company was making the changes necessary to compete. Effectively about 40% said, they didn't have confidence in the company's future, 40% of their employees, this incredible and and these scores were even lower for those staffers at Target's headquarters in Minneapolis. The worker sentiment data, reflects the challenge is ahead for the company as a preparers to navigate a leadership change. And turn around 10 quarters of flat or falling sales in an increasingly complex consumer environment. So this is from The Wall Street Journal. I told you some of the headlines. So based on what I just told you True or false on this next headline, from fortune that I make this up, or is this a real headline? Target CEO succession, tilts toward an, Insider and Company lifer. Wow. All this, are they gonna stay in house? Matt, or look, what are they gonna do? Am I making that up or do you think they're going to go outside to fix? They didn't, they went outside to get Brian Cornell, the currency CEO and just as a reminder Brian Cornell's background. He was the CEO of Michael's the famously over again, right. He was on the board of directors of OfficeMax, the family room native and all you know overachieving company. He he was the CEO of Sam's Club, the famously less good than Costco company, right? Like um so I think going inside might not be worse. Really? Look, hey, this is why we had the show to discuss these topics but so yeah, you're saying is true. I'm gonna say it's true. Well, you're right, the leading. Candidate appears to be Michael fiddelke, who has been at the company since 2003 currently as the CEO. I'm sorry. But To go within the culture to fix the culture? I don't know. I good luck with that. I see, I see your point, but it reminds me a little bit of bowing. I I think I maybe you don't go for the guy who runs Michaels in Office Max or whatever you just said but this is concerning just saying it's not necessarily worse, that's all I'm saying. I hear you. But if you're an investor at Target, I hope you're paying close attention to the compensation committee because they're the ones responsible for the succession at Target and top that's shared by chaired by a direct. We talked about a lot Monica lizano, right? She's a apple. Yeah, I know where she, I don't know where else she is, but the Bank of America she's been in Bank of America. Yeah, so that's anyway, that's what's going on. That's my way home is doing the succession not like session and almond Capital Management committee, that's what it's called. Oh, so they just it's just a Portman toe of all the community. There was responsible for CEO succession planning. Okay, so is it my turn now? It's your turn. So, Now, we're going to play a real game show. It's called he didn't like that. It's called. Who do you blame? Yeah. Mine was a bit long-winded and horrible but you did learn a few things, a mine's not less long winded, but mine has some of the best analysis that's ever been done and we'll get to go. All right, so first up the first company, I want to first thing I want to talk about is a company core Civic. I don't even company. It's, they're in the news a lot because they're one of the two publicly traded private prison companies. Oh, private present. So, we just not talk about it. So you were going to be uncomfortable for a little while but just so, you know, the current CEO Robert or sorry. Damon Henninger is retiring. He's leaving. He's saying that I just actually tagged that story this morning. Yeah, stepping down. But you found some interesting information about Damon Henninger and the board in fact, in February of 2024, the board, granted him a retention bonus, a multi-year retention bonus. In addition to his pay in addition, to his page, one time award consisting of 70,000 shares, they valued it at a million dollars, right? Lucky him, special one time award and this is the quote is designed to incentivize Mr. Henninger's performance and retain him for A multi-year, period period. So on just like yesterday. They announced that he stepping down. I so multi-year was one year. It was a one year retention award. I don't understand that. At all, I did also see when I search for Damon Henninger, he put up a website that looks a lot like a political website. It talks about how he's like a devoted family, man, and do you know, all the awards he's won. And it's Damon henninger.com. And it's like, it looks like he setting up for a run for something, so that's my prediction. Um, Damon. We don't need you. Here is the question for you because 97% of investors voted for the pay. That special one-time bonus. Everybody's okay with it. And including the fact that if none of the four strategic goals set out for the CEO by the board or achieved, he still gets 80% of his bonus. Not even 75, he gets 80%, he has to do nothing. They set out for him to do for him to make 80% of his money. Who do you blame for paying a multi-year retention bonus to a CEO who quits in one year? Who do you blame? Do you blame the pay committee? Which includes chair? Mark, emkes MK here the board chair. The board. He's been there for 11 years. 17% influence, John pran who's got 13% of the influence on the board? He's been there for 25 years. Oh wow. And then which is telling because I know that Henninger has been to the company for 30 years roughly, well integers, like been doing stuff on the board for 30 years boys. He started as a correctional officer at the company, the 90s. Yes. Yeah he was the guy wearing the suit. Yeah, can you imagine? Yeah, I I don't want to imagine that. No, I don't want to imagine that. Do you blame Thurgood Marshall Junior. Oh, who's the chair of the the commentation committee? I don't want to do that because I love his dad and I'm sorry he's not the Cherry. He's just a member. The Cherry is actually Alex. Fisher. Alex, Fisher is the chair of the competition committee. Do you? So do you blame them? Do you blame Donald Trump? Oh, Because course Civic donated to Donald Trump to get him elected. And so, he's been elected his immigration. His immigration orders have swelled the amount of work that Henninger had to do. He just he wanted the money but I think maybe not the work. I think maybe he's burnt out with the excitement of detaining people. Gross. Yeah. Can we blame Donald Trump? Do we blame the fact that there's zero female board leadership on this shocking? Well, good. I gotta say, for once I gotta say, good for the women to stay away from this coming. Yeah, there's no Mom there to say, because? Yeah, because they probably did let women in this company. They'd probably be, like, can we need to shut this company down? He shouldn't have privately. Run prisons. That's horrible. Do you blame the amount of the award, what million dollars? It's 2025. So we supposed to get 20, 30, 70 million. We saw the retention bonus for all, 100 and 120 million dollars for CEO like a month ago. I'm blaming the Mount of the award. Yeah, award. You're kind of blame me. The pay committee for paying the award and it didn't work or you blame them for paying it. And it was too small. They should have been a bigger one. The amount of the award is horrible, do you blame the amount of the award? Wow, this is like yeah. Go ahead or do you blame the prisoners? Selves. Oh, who keep claiming that their prisons are dangerous? Because there have been more than 120 reports in the last 10 years that found corecivic was complicit and families. Separations death. Can't they had canceled contracts due to the conditions in the prisons and other human rights violations. Do you blame the prisoners for not just sucking it up. And and making it easy for Damon Henninger, to stick around. So you're paying Donald Trump, zero board zero female board leadership. The award was too small or the prisoners themselves I'm tempted to add the student to Belmont University, who they actually. So hittinger was on the Board of Trustees of Belmont University in the students protested to remove him because he's the CEO of Civic, you can't add things, okay? These are the only options but that, but I'm mad at the students though because they're acting like how investors should act. Why is it okay for a student to protest? The board member, but investors are not allowed to have a say, they're not allowed to have a say. Yeah, I'm gonna say, I'm gonna blame the lack of female board leadership, because it just means that it's the, it's the stench of the men around, who man stand. It's the men, the men manston Scottish man that created. This ridiculous retention award that the boards are in our incredibly dank with man stand. We don't you don't you don't need to throw another million dollars at a CEO who is made swampy boards? Probably hundreds of millions of dollars, all right. Yeah. Number two, and who you blame? The kind of like that first one, the company question here is O'Reilly Automotive. Okay, now this, I like, I like companies like this, and I kind of know where you're going with this, because I remember O'Reilly because we've talked about them. We've talked about them. What are we talking about when we talked about the Wardrobe? Yes, that's correct. We did you bonus point? We talked about the Wardrobe. In fact, in the proxy statement, first appearing in 2021, the board was almost entirely dressed in Orange O'Reilly Automotive shirts at the surprise me because I actually was in the proxy statement recently. And I know there were wearing blue shirts. I didn't know there was a change. They changed to Blue in 2024 and actually there's, there's even more updates, it gets better. Okay, this is arguably the best research of corporate governance I've ever done in my life. Yes, since 2020 won since the introduction of the O'Reilly uniform to board members. directors, who wear the uniform, average 92.9% vote for while directors, who do not wear the uniform averaged 96.8% for Wait, what? Okay? That if you're not working, but a uniform in your picture, you're guaranteed to get more votes. But can I throw a wrench into this because I I did happen to notice that there was a woman up for nomination this year, she's never, she hasn't she's a nominee. She's never been on the board and thus, they haven't given her the shirt yet. So does that skew your results? It doesn't. I've corrected for these results. So, okay. Are you ready for this? Yeah. Who do we blame for the uniform discount? Okay, who do we blame? So you're singing investors. They're investors are more likely to vote against you if you're wearing the uniform, if you're wearing the uniform, do we blame the old timers average start year for uniform? Wearers is 1998, is the average start year for them, okay? And if you're a non-executive director, the average start year for a uniform, where was 2006, if you're not a uniform wear, your average start year was 2021 the year. They introduced the uniforms in the first place. Does that mean, does that mean you're more likely like a woman or person of color since you're like a more recent director? Well, it turns out that there were women, who wore the uniform and women who didn't, but there is one person of color on this board. A black man who's never worn the uniform. Yeah, yeah. He was like, no. That's right. Investigate that should be investigated. It should be investigated. It's like, it's like almost reversed the EI, isn't it? Like, you know, like oh just sounds like old fashioned races. Sounds like so do we blame the old timers? The ones who've been around for a long time? Do we blame the color orange? Why? Because the orange shirt wears averaged 90.4% but the blue got 92.6%. So when they switched, that's why they switch, that's why they got more votes. For orange was probably a little bit too feminine. I'm guessing and let me tell you something, yeah, we are not talking about a board that has refreshed itself dramatically. We're talking about two records since 2021. This is this is very little refreshment. The things that changed are the uniforms, that's what changed. Its a lot of directors that the SEC refers to as those who need to put sunscreen on their heads and there is a lot. There's a lot of ball on this board. Do we blame? Having a third of your board be executive at a Riley, they were either O'Reilly's. There are two O'Reilly's like their family members sons of the founder. This is not major shareholders though. This is just family members who this is going on the board company, know that there's probably sons of the founder and their sons of the founder. That's correct. And there's two O'Reilly's, there's two x CEOs, Greg Hensley on the company of the company itself, like their brother, not boardroom good luck. Being a new person on that board. In fact, there's one year where there were four two Executives and two O'Reilly Brothers on the board out of 12 people. So fully a third of the board where executive so the peer pressure to where the uniform from the executives. Must amazing. That man is not. What's the guy's name? Who doesn't wear the shirt? We'll get to, we'll get to him. Okay, that's an amazing person. Yeah, he's amazing. The brave. Very brave. Do we blame the shirts themselves? Oh, because we have two case, studies of directors. Maria sastre and Andrea Weiss both women. Who between 2023 and 2024 went from not wearing the shirt to wearing the shirt. Well maybe she knew something was up. In both cases votes drop by an average of 2%. Nothing else changed about the company. I'm not kidding. Yeah, I'm not saying no, I the I know one nerdy fact from the show, The Office, the American office is one is that they, they shoot these Talking Heads with the with the, with the people who worked there. And if they're, if they're people who eventually get to leave the company that they go off to do other things, they shoot them with the window to the exterior World behind them. If they never leave the company, they shoot them with an interior shot. I think what you're saying is the same at O'Reilly, they're there is meaning behind who was wearing the shirt and who is not right there, is some kind of corporate meaning to these shirts. Look think about it. Yeah. You have you take a headshot like these directors are professionals are taking professional headshots and their their going from company. If they are standing there saying, like I'm not wearing that shirt, use my old headshot, like, or like, sorry, I'm not getting a new headshot. But you're already pointing out potential dissent in the boardroom. These are people who are not willing to just like go put on a shirt because everyone else has got a shirt on particularly for a company like O'Reilly Automotive that you know like you have to be on the board but this is your career you don't want to look like an idiot. Can I ask you a data related question on this because you did the data collection here? How did you I notice that one of the blue shirts looked a little bit different than the other blue shirts is that one count I gave him credit for that because I think he wanted to fit in but didn't have the actual shirt at the time. And the other question is, do you think that there's like a collection of shirts? Like I've never actually been to a country club, but I've heard that like they have jackets at the door. Like if you don't have a jacket, they have like extra jackets so you can go eat your horrible like it's a good question whatever. It's a good question. I think they have blue shirts at the boardroom like extra blue shirts. I think they have a closet full of them and they asked him to put them on over their ridiculous. Do we blame lead? Independent director, Tom Hendrickson, who's been on the board for 15 years. He was the CFO at a number of sports retail stores. He 70 years old, he lists technology as one of his core skills out that I don't think technology is a core skill of yours. Tom or do we that that's all the blame game. Then I have a bonus question for you just about, okay? So all timers the color orange The executives on the board the shirts themselves just wearing being forced to wear the shirt or Tom Hendrickson, fake lead, independent director Lee, taking independent directors. I was tempted to pick the shirts themselves because I think, like, you know there, I think there's like a Stephen King asked quality of these shirts as a power. There's a special power that is, we don't understand, but I actually go. But since it's 2025 and we're in this like insipid age of misogyny, I'm gonna go to the court itself, I think. Oh, could I suspect is that people men were upset. They were subconsciously upset because I thought it was too feminine or something. They thought it was too, right? Manly. Yeah, so then when they but look, this is the worst part about this. Is it seems stupid and it is oh, it is stupid. Yeah, but but I but I got here. I wish I wish all companies would do that. There is real data behind this as And there is no other good reason why some of these people would get less votes and you're not talking about. They get voted out, but they're getting less votes and shirts change. Because as we pointed out a show after show, was that it is difficult to understand the sentiment of Voters, right? Like, it's almost impossible. So, there is now academic research that's been done. That shows that investors will actually vote for people that have more symmetrical. They vote it. Who look more like them. They vote based on the way people look with that, in a statistically significant way. They vote the way people look more than they will on performance. There is actually no linkage of director performance individually on the board across multiple companies and vote, but there is a linkage between the way they look. So if you are putting on a Dopey blue shirt or a jump orange jumpsuit, There is a real thing that happens where investors look at you and say this is Dopey and they might vote against you. You know what, muscle thinking here? And then we can move on. Because this is really like hammering, this one to death, but happily because this is one of my favorite topics I'm wondering. If the blue shirts pick up, armpit sweat stains more. Yeah right? Yeah they definitely wonder if investors just analyzed the sweat stains and if you didn't have enough sweat, they think you weren't working hard. So they voted against you. They just look for Greek. They could see the sweat. I do have a bonus prediction question. This is not a quiz. This is just a bonus prediction this year in 2025 on the website. All directors have been forced to wear the shirt all, that's true, okay, they have a variety of O'Reilly shirts. Now, they're not just blue or orange which director will get the, the least votes. The ones wearing the blue shirt, the pink shirt, the plaid shirt the green shirt or the cream shirt. Well, according to my math because you had orange was worse than blue. So I'm gonna say that pink is worse than orange. I'm gonna go Pink. So by that, we are like, one of the I gotta say I will add. The pink is a confusing color in this world because While pink is usually associated with women. Pink is oddly also associated with old money to like waspy bald guys. True, very true. So it's Country Club pink, so maybe I'm wrong, but I'm still gonna go with pink, so you're absolutely wrong because David O'Reilly the of the remaining O'Reilly on the board is the one shirt. He doesn't care anyone. But now that Fred Whitfield, you asked, who was the brave black man, who would refuse to wear the shirt now that Fred Whitfield has caved and put on the slightly, you know, Kelly Green O'Reilly shirt. I'm thinking green is probably my guess is. You're gonna see. All right, Whitfield, get a drop in his boats. All right, come on second. Who do you blame? Ya. Palantir Technologies 15th. Yeah, go ahead. Here's the headlines. We have to talk about them. Yeah we don't have to talk about them a lot. Alex here, Alex, karp palantir, CEO Alex, karp, he took a shot at Elite colleges. He says, despite having gone to a league colleges, he said basically that his company going to his company is worth more than you're gonna get from any Elite colleges, which means nothing to me. I don't know how he quantifies that, but yeah, it just he just looking at, in terms of a paycheck because I always looking at, I don't know. He said it's better than a degree from Harvard. That's what I said, because the value of a degree from any Universities only measured in dollars, right? It's not about anything else. He said, quote no one cares about the other stuff, right? No other stuff is education, no one there, other stuff right there. Nobody cares, Alex, which Elite Is to blame for carps hatred of Elite's. Oh, is it? Board member and VC bro. Alex Moore who got his bachelor's in econ from Stanford. That's pretty Elite. Yeah, board member board, it's on Alex carpentier's board, is it board member and journalists Alexandra Schiff, who got her bachelor's from England, in English, from duke account. I mean, that's that's a lead us but English degree. That's very sounds like a, what a woman. This is the YMCA. Who am I blaming here? Because you was pretty Elite, but English is not pretty Elite. It's damn Elite keep going board member and co-founder Stephen Cohen who got his bachelor's in computer science from Stanford back to Stanford, good, that's a lead. Do we blame board member Troll and insecure VC, Peter Thiel who got his bachelor's in Philosophy from Stanford. I know that he's law degree from Stanford. Wait, he's on this board. I didn't know who else. Who else do we blame board member and consultant Lauren stat, who got a dual degree in science and math from Stanford. Are you serious? I'm not kidding. This this guy who went to all Elite universities surrounds himself with only Elite directors, boys and and he's shouting. He's he's pissing on Elite Education. Do we blame board member and VC bro? Eric worshiping who got a Bachelor's and a master's in electrical engineering from from Stanford? From Stanford? Yeah. Do we blame? Stanford? Well I mean was the experience so bad because Alex karp went to Stanford alongside all of these morons and and what Haverford however have referred and then went his law degree from Stanford. Well, why can't I blame? Why can't I can't blame Alex karp though, right? No, you can't believe that. Well, this is easy. We're trying to figure out why he hates everybody. This is easy for me. Simple. We blame. The woman who got an English degree from duke, dare it, is there it is. That's right. Talking about right. You can't blame Stanford for this. What is Stanford have to do with it? All right, well, nothing the weird thing is, Alex. Karp is a dual class shareholder. He controls the company and the board and he hand picks the board member in the boards control by Stanford graduates. But Stanford has nothing to do with it. And somehow, he said, he picked someone who got their bachelor's in English from duke. He, I'm sorry, but when I'm president, and I'm rewriting the rules for listening exchanges in the SEC. This, this itself, this case study means that you're gonna you're gonna get kicked off exchange. If you complain about Elite University as well, your whole all your friend group, your whole company is run by Elite people. You don't get to trade. Is there more hypocritical blowhard that guy who says the worst? This guy's the worst colleges. Are wasted better and no one. No one cares about the other stuff. No. Educated and he hand-picks an entire board full of people with Elite degrees from the elitist of elite College. Despite the fact that no one full well that American corporations are advantages and technology and science wouldn't be possible without our great University. Unbelievable. Alex karp. What do you all right final? Can we get out of this last question? There's only three options. Who to blame here? I saw the headline, Mark Cuban calls for higher tax and companies buying back their shares. Yes, this is about Visa's mentioned in that article. Okay? Visa between October 2024 and June 2025 bought back, 13.4 billion dollars worth of shares 13.4 billion, 4 billion, October to December, 4.8, Jan to March, and 4.6, April to June, that's all in their disclosures just so, you know, the price has risen in the time. They've been buying back shares from 274 and 95 cents a share about. 75 bucks a share to 355 dollars per share in that time frame. So instead of instead of contributing to the the debt they're creating with the American Consumer by having outrageous you know fees for their usage of their credit cards, and interest rates and all that. They're buying back their own shares. They're buying back their shares. Do we blame? Yeah, as of December proxy, CEO Ryan mcinerney. Yeah, I like that. I like the second. I like the second. Who owns 822,000 shares worth over 259 million dollars. So he's just, he's just benefiting from this spy back. In fact, there's evidence from his academic evidence that BuyBacks boost investor returns and as a massive shareholder himself with that much money. He made a cool 28 million dollars between when they started buying back the shares we now and the game end with that choice or glasses. Do we blame board chair? John Lundgren who's been on the board for seven years he took over his chair from executive chair. Al Kelly, do you remember Al Kelly the exe now X CEO of Visa Kelly left with 589 shares of his own. So but do we blame the board chair or do we know blame Francis go for net of Fernandez carbajal? Yeah who's a director who's been there for 17 years? Is the only director on the board. He has the most shares of any non-executive on the board with 31,000 shares and he's on the comp and finance committees. Do we blame him for basically saying this is a great way to pay myself, so your options are CEO Ryan near me. Yeah. Um, or chair John Lennon. This is too easy and Francisco. The absolute answer is CEO Ryan. That's, and by the way, shout out to our I forgot our sponsors. Our show today was sponsored by free flow analytics. Not the only platform entering bird park next to Performance for free and once again thank you to Lila maclellan. That's it. Yeah that's all he got. We got a you gotta go I gotta go that really this guy. How could you be allowed to orchestrate about I buy back when you yourself or benefiting? Where are the Cheryl's? Should be voting on. I mean they now they all baby everybody. You're right. I was right. I do say crazy. Come back on. Friday to wrap up the week. In fact, we're gonna start relaunching in the next couple weeks. Proxy countdown. I think we might have a different oh no format for it or work. Try some stuff but we're also have a Zine. Yes, get the zine and all you have to do to get the zine, which is got information data, the snark, the jokes, but a ton of information in it is sign up on free flow, analytics.com, our sponsor with your email. That's it. There's no or hit, one of us on LinkedIn. Well, we'll get you on the list. Listen, it's super simple. If you happen to work at a university or an elite, you know, University or Print out. Get the scene, print it out and put it somewhere to the students can get it. There's instructions. That's it. Come back later this week until then goodbye.