Musk is a fake, Boeing’s sweet deal, Tesla investors like fraud, UHG’s vote, and penguin poop

Okay. Sounds weird a lot. What's wrong with me a lot live live. The word there, it is from an ESG stained portrait of rainbow Jesus. What the hell is that? I don't know. You know what that is. It's an all-new terrific Tuesday edition of business fans, featuring analyst whole map mascardi. Wow. And Hazel the Rallis. Yeah, that's true. Okay. On today's, you know, I always make fun of bias and gloss Lewis, so I'm changing it now on today's Eagan, Jones. ESG policy, which generally supports candidates with the strong board, accountability, and governance record. That's their, that's their church. That's their language called. May 27th 2025 the who do you blame game? Yeah, I believe Eagan. Jones now, I like that. They generally support candidates with a strong board, accountability and governance record. That's amazing. Do they talk about how they establish, what the record is? well, one thing they say is, including Composition and Independence of the board, and keyboard committees, attendance history. And and overboarding. Wow, wow, they count the number board, they're on what a contribution, they count, whether they show up to the meetings. And then they count them if the New York Stock Exchange or NASDAQ says, they're independent. Additionally, the TSR of the company as compared to the industry is considered. Oh, I don't know what that means. That means they they look at that number. So they're suggesting that the directors influencer stuff. They suggesting that then no, it's just considered it sounds like they are holding directors accountable for TSR. Is what they they consider TSR to be in the purview of the directors that what they can consider. I just love what they say. All this fun stuff. I just love it. They don't Define it, but they say it. Yeah, well you got to say something. They look Matt, they look. They look at board composition. I don't know what that means. They look at the pictures of the board members. Yeah. All right. Oh, our show. Our show today is being sponsored by free float analytics. The only platform measuring board power connections and performance for free. Actually. I'm just realizing that you can Jones could hop on over there. They could actually really enhance what they're doing by looking at that data, that's free. Yeah, just download it guys. I do like that attendance history. I like that attendance history is that? Yeah, all the way back to like kindergarten. Oh we're back to that go. I just like the idea that like we don't care if they showed up at all this year, as long as they showed up in Prior years, shut out to my, my old school friends, Zack at well, it's the first time I've ever shouted out. Anyone in my life. He had perfect attendance. His entire school from K to 12. Perfect attendance. Wow. So, I would think the Eagan Jones would support him for every right position forever. Yeah, that's right. Through 12 never missed a day at school about bastard. That amazing. I love that. What is all right man? Let's say that. And say that let's play some people. Are you ready? Yeah, I want to hear you blame. I'm going to start off with a softball, just to get just to get it going. Just kind of, it's also maybe to give the audience and understanding of how this game works. Here's the headline. Tesla's, Europe sales plunge, 49% on brand damage and Rising competition. Who do you blame? There's an easy one. Just to get going. Kind of wet your whistle. Okay. You blame me Elon. Oh, do you blame liberals? Who hate Elon? Right? Maybe it's not. Maybe it's not just elon's fall, right? Good point. Did you just do you blame like Trump 2.0 in general? I don't know. Right but just the vibe. How about the Tesla board? I mean like I'm looking directly at people like Robyn denholm the chair and Kimball musk. You elon's brother? I bring Kimball for everything that happens in my life. How about apathetic Tesla investors who hold? No one accountable, that could be a choice. See I'm just trying to I guess to describe the game to final. How about blame? Nobody the share price is King. It's all about race. Okay, that could be the answer. Right? Why do we care anyway, right? Tesla's, Europe sales plunge is probably the fall. Of nobody, right? Isn't it? Nobody's fault. That's, that's the point, because how he retains power, that's how the board never gets voted out. That's, you know, it would be easy to like, say the libs are at fault but Europe, there's not like the libs in Europe, it's not as much of a thing, right? Like oh Europe's. Yeah, right. It's one, giant lib. So you can't even know having spent some time there. There's is how to be elon's fault. He run. He's running five separate companies. So like he wasn't looking the day. Those sales happen. He did claim. I think over the weekend that he's now 24/7 back at his other companies test. Yeah. X is that called X AI? Yeah. He said 24/7. He said actually that he will be sleeping on the manufacturing floor slash server floor, slash he named like seven places that he has to sleep in order to 24/7 manage All of his companies. Yeah great. Yeah the correct answer is nobody okay there's no one to blame here. Everybody just go about your business. Moving on now more complicated one. Oh I don't like complicated the headline. ISS. We talk a lot about ISS here. There were one of the main proxy advisory companies ISS. They're like Jones only smaller. Yeah, I didn't have a vegan Jones headline though. ISS backs dynavax directors in board fight with deep track Capital. This is actually a pretty big deal. Deep track Capital has almost 15% of the company. I mean, there have been this is not like a little, right? I mean, that's a lot. You would think at a minimum, they'd be like, I mean, you own. You own at least a direct receipt worth of shares. Like we'll give you one seat, right? But no, I SS said no to everybody. dynavax once I think four new directors, part of what they're looking for is to prioritize the development of the companys, hepatitis B vaccine ISS said, vote, vote for all the Diamondbacks director's because deep Truck Capital has, quote failed to present a compelling case. That changes necessary at this meeting. Despite the fact that they said, Matt I said so said, despite the fact that there has been a stall in momentum at the company, Is the compelling case that they own 15% of the shares. Look, I mean I was, I originally chose this story, just to kind of make fun of ISS a little bit until I saw that number and I was like, wait ISS, I mean, don't you kind of have to let them have a direct or anyway? Like let's be fair. Look, the only other shareholder percent, don't mean the only other shareholder who has a larger position is Blackrock at nearly 17% and BlackRock. The vast majority of that is passive, right? Like so BlackRock doesn't actually have a stake in dinox. It does seem like The only ones who matter here are deep track Capital, right? Is that just seems rude any. By the way, they put up four nominees, I SS can't find one, but let's play the game. Who do you blame? Do you blame is SS match? Just for a general, inability to articulate big ideas with data, like they don't. They don't really come out you. With data that they just kind of say, I'm not convinced. That they're like, yeah. Did they say that? Anybody appeared to not have a good enough credentials? I was there before. Was that you read the report or the IRS report is said this. It said, I don't know, see here right here. Maybe you did. Maybe not or do you blame Dynamax is current board knowledge profile. Well, it's pretty balanced overall. With sciency stuff like medicine and Dentistry biology. And even like a reasonable amount of economics and accounting. The board, notably Lacks. Sales and marketing. There are no directors on the board. Where free flow analytics. Considers them to have an expertise in sales and marketing. So Should we blame the board for getting the company into this in the first place? You know what I mean? Like, yeah, that's tough. I don't know if I want to blame them yet until I hear all the options. And I will say this, one of the deep, the Deep track Capital nominees is someone who kind of seems to fit the bill. He has, he's the interim CEO, and he was the, he is the CEO, like ghosts Therapeutics. He oversaw the commercialization of moderna's covid-19 vaccine and marketing and sales experience with the covid-19 vaccine. He is a woke elitist funded by George Soros again. Like I don't know why I just wouldn't just let this guy through. Anyway. Do you blame ISS again? Oh, a different reason. Yeah, for ignoring the presence of 15 year director and nominating committee chair. Daniel kistner. He why is this guy a lot? Matt allowed to stay there for so long and dominate this election of directors. Why Why are they advocating for him? Especially considering that that it's a committee of only three. This a second member of the committee is the other long-term Francis Cano, who was 80 years old and has been there for 16 years. What can we blame my SS for ignoring that is that can we didn't ignore that you read their report they said That's how they didn't ignore it. Finally, this one, can we blame the boards atrocious lack of annual elections? Well, the company celebrate celebrates the appointments. So they they've been touting that they have two new directors in early 2025 thus we don't need to. We don't need Deep. What's it called? Deep tracks directors. But one of those new directors met is a man named Emilio, amini, who won't even be up to share their vote until 2027. I do, I did read that. This is ISS buying into that. How was I think at a minimum ISS would say, hey look, I hate the Deep track Capital Nummies they're idiots. I've met them, they can barely former coherent sentence but You know, you can't have too long tenure directors on your nominating committee and God forbid you gotta get, you gotta get rid of the classified board. I mean, no governance experts, anywhere, support classified Board elections, right? I mean, here's what I just said, look ahead. Um, here's a quote dynavax or sorry, the Deep Trek. Captain track Capital put out. That's the last quoted ISS and rebutted a little bit in a press release. They wrote this ISS acknowledges that the company has quote a number of sub-optimal corporate governance. Provisions. Yeah, what are we? What are we doing? What are we doing here? But do we have to be on that? Issu not blame the board for those for those suboptimal conditions. Do you think there's just like a, they went to some roulette wheel and the price is right, and they pulled a lever and then it gave the company, the corporate governance conditions it had to exist. Under, for the next 30 Years is that how I assess thinks these things work, it just like a it's a carnival game. That's what the board all so set, like key performance metrics for the company and then the company didn't hit them. But I SS just didn't acknowledge that that do they just hate deep track Capital like what's the deal here? I mean really like they didn't give in an inch. This is just stupid. I'm sorry. Capital like didn't call them on their birthday last year, right? Like but I there's a friendship. Yeah. There's an expectation that these activists engage with the products he advisors, right, like there, it's okay. Can you really call someone who was a 15% stake an activist. I mean, they're they're on the company. Basically, that's chunk of the company that they are the shareholders. They're of the full eight of the entire shareholding class. It's really hard to blame the board here because the board got them into the problem. Oh can't blame the board. Okay, you're with Issa, like it's not their fault. Know that deep track Capital took an activist and I SS disagreed with deep track Capital, it's not their fall. Is it who do you blame? I think the only one to it's hard to. I'm not gonna blame their board knowledge profile. I know that was like a Shameless plug of our novelty. I just thought it was interesting that deep track capital is pushing back in certain conditions, certain expectations, at the company. And when I looked it was there was a very glaring zero percent under sales and marketing. You would think a drug company like this absolutely needs some expertise in that area. I just in fact deep Truck Capital It. They did submit at least one candidate who had a good background on that. And as I said at the top of this, come on. I says you can let one, you can let one person through just one. I'm a fan of who, whatever analysts that ISS wrote a number of sub-optimal, corporate governance, Provisions a number, but we're not going to say anything about that and we're not optimal, right? Like this is not the time to. I mean, the translation of that is their governance like structure sucks ass, like we're not. But this is not the time. This is not the time or the place. This is a place no. Allow someone who owns know, 15% of the company to dictate what happens with the company they are right, call me in 240 and which case I'm really left with two options here. I s s for their inability to articulate Big Ideas, which is ISS writing The report, yeah, or ISS for ignoring the presence of 15 years, director, basically ignoring stuff. I'm gonna go with the iss's report that says, As my answer, I think that's the correct answer. Maybe I should be more, maybe I should be more fair to ISS. Maybe there are like instances like this where they get, they get their report about the company, their government support and then like someone spills like chocolate sauce on it and they don't really like, oh shit, what? Wait, right there. Yeah. Like what? Who's that again? Like it out redacted. That way, like chocolate sauce covering Keyport portions of that. I just, I just again, I don't, I hope you know what, we have some very kind listeners from some other companies that write to us occasionally and help us, like, through some of my bigger questions. I just wish someone from Isis would reach out and just tell me this don't wouldn't you at least agree that the Optics of decisions like this, make you look a little Dopey like and if you're if you're offended by the word Dopey I'll just say this. Why won't you at least suggest a method to remove sub optimal governance? Positions at a company, going through a major fight with a 15% shareholder. Why would you press release? The fact that you do you want to do nothing? I don't understand that. Oh, so like why? Is it the like they said the dissident has not presented a compelling case for change? The dissident owns, 15% of the company. Like, why is the dissident telling you? What? Like, what is the? What is what compelling you're saying? They have suboptimal governance, Provisions yourself, but that but is that not a situation? You want to get? What should be changed? What is that a compelling tell you about it? Like It doesn't, I just, I just figure it out that percentage of shareholding. Anyway, like if they put up four cannons, do the math, give the one, I mean, you can give them one. Here's a great that Dina X pulled. This is how incredibly specific the ISS report is? The basic logic underpinning. The company's strategy is self-evident. What do we need you for then? Like, they basically said, dinox said some stuff and the logic is obvious. So, oh, like company. This is like glass Lewis deciding. It's just, it should respect to decisions of all nomination committees. Like that's their word is King. And here's the worst part. Like they said the board is also demonstrated ongoing refreshment efforts as six of the nine directors have been appointed since 2020. All right. That's one director a year since 2020. That is exactly what everybody else does. That is not like Dynamax is not like above and beyond on refreshment efforts and they still managed to have multiple directors with 15 years plus Tenure right? Yeah. Not to do it. Not to mention ISS. I don't know if you're paying attention but of all Publications The Wall Street Journal which is not a liberal publication. Their big article last week and we covering this later in the game. The headline is what makes a great board director. It's hard to Define, but has rarely been more crucial. So, even though the Wall Street Journal is saying hot. Damn, we gotta be paying attention to these directors and yet and this situation issues just like, hey, I don't know. So that's, that's why I blame, why don't you? Yeah. Do one. I need a break from that. That was a lot. And by the way thinking, well I do want is to reach out and walk me through some things. I I'm not. This is, this is not about ISS, I'm not here to make fun of Issa. I'm just making fun. Can I individual statements that come from companies that I think are lack any kind of coherent or educated or compelling? Well, let's let's me a culpa here. So much when I was at msci, I had to write reports about The Financial sector companies. This is like, when I first started msci, I had to write reports. Never heard of chat. GPT. Well. Um I had heard of it but I refused to use it 15 years ago. So I had to write these reports that were like Walton was in second grade. I had to make some sort of assessment and a lot of times, you know, for everything that's not on the polls, like the worst company or the best company. It's really hard to make an assessment. That means anything, right? Like you do what result resort to a lot of like it appears that blah, blah blah blah. Now this is a time when no company would talk to me, right? Like they engage like is G ratings and I don't care about it like 20 years ago. No one would talk to me. They were all like why would I talk to you? You're a moron. So we had to do a lot of it appears because no one talked to us. So I get it. I get your desire to sort of like land in this place where it appears that something is happening, right? Like or we feel that yada yada yada. That said, you have access to the companies and you need to make a decision about a, it's a binary decision. You have to say, like here like the five core reasons why we agree or disagree with the thing, you can dispense with the appears, and I'm going to make fun of you for it. And you can, even you even have free access to the data, free flow analytics.com. And one other thing it doesn't appear this director underperformed. I'm we're voting them out. We're well beyond believer in a point but I will add one more thing. What ever happened to diplomacy ISS? You know, whatever happened to a good negotiation you're just saying no. Even though you're admitting sub-optimal governance conditions, you're just saying no the entire no Nation. Nothing. No, nothing, that's nothing. There's no middle ground. All right, here's one for ya. The headline is balls, CFO ball. Like the ball ball Corporation. Yeah, the job mason jar. Yeah. To depart after less than two years and the role, you know, we see this all the time we do the show of the proxy countdown. We talk a lot about the coming and goings of Executives and directors, cfo's, Matt, I feel like they just show up for a couple years and they just leave with a big like a big golden parachute. Like that's their job now and they get a and they get a golden. Hello their next company. Like I don't know what's going on. So there is no next company. That was announced. There's no like you know whatever the CFO in question is Howard, you he started one year and nine months ago, he's young he's 51 or 52 years old and that the company put out a press release. It says Quote, the departure is not related to any disagreement with the company on any matter related to his accounting practices financial statements internal controls or operations which actually leaves some room, right? Like they were specific, they said he didn't disagree with our accounting stuff for the numbers that we put down, but he may have disagreed with I don't know, like the Hem length on his, you know, his bosses dressed or like, who knows? It doesn't say. It doesn't say before you what they wrote before you get going here, is this like his first job out of college? Did he have the experience necessary to be CFO? He was, he's not like straight out of high school. He's not like straight from the like being a dishwasher people know, CFO job before this, I know he's back. He's got like background in accounting guy who knows what he's doing. I love this kind of behaviors. Okay, in this in the setting. So who do we blame? Because the company didn't give us any real disclosure to talk about. Like, why did he leave? Why Ball Corporation loses CFO? In one year, in nine months I think the board would be embarrassed and irritated, go ahead. Well let's start with them. How about balls audit committee, okay? The audit committees, the one who works most closely with the CFO. They get all the numbers. The audit committee ball 29% of the company influence is on the audit committee. So it's actually not a very influential, okay. Okay, well but all right but maybe they're a little too busy to have been paying attention to the CFO and he just felt neglected, that's why you left. Because yeah on the audit committee we know the audit committee roles are usually time. Consuming Cathy Ross, the chair of the audit committee. She's the xcf of FedEx. She's on two audit committees outside of this one. She other two, other know, not only that but she's probably like, oh, she's like this is stupid. I was just, I was to see if a FedEx. What do we do here? What do we do? We lived on just a real company. Yeah. Okay. How about John Bryant? Also? A midi. He's the ex-cfo of Kellogg or sorry. There's no cereal company. He's on four audit committee. No, no, that's one. What is that? True? That's true. He's on four right in this one. Yes that's that's yeah, that every board. He's on, he's on and on a committee. That's like, we and we've been covering and recent shows that that's a busy. Committee that's very busy whether they're powerful or not, doesn't matter. They're very busy. They have the most meetings and they have by far the most annoying paperwork. It's so much that's read. It's so often. We know, we know that to be true. Could it be Michael cave? The X Boeing executive who was at Boeing back in the seven, you know, 87 Max or 747, Max, or whatever those planes were that guy, right? Yeah, he's only on the ball Auto committee, but like, he was a lifer, a Boeing. So he might just be distracted in general, like this hard to tell. Or is it? And then there's Todd penegor, who's the current CEO of Papa John's, really? Yeah, and he's on three boards. So so he's an CEO on three super busy, this guy's super busy. So maybe the ball on a committee is just way too busy. And they, how are you out? Neglected to be fair, though, maybe Todd is coming up with some kind of synergy with ball where they're doing, like pizza in a jar. Kind of that's your, that might be the best idea you've ever had. Hot pizza in a glass jar. It could be balls. Nominating committee. Oh really, I was feeling pretty good about blaming the audit committee, but go ahead. Well, the nominating committee is 48% of the company influence on that commitment. So it's a pretty strong committee. He's a strong as committee on the board. Yeah, you know why? Because they often show like the longest tenure directer there to control everything. Well, this is the committee that ostensibly would have chosen Howard you as the CEO, right? They were working with AB and they would have been involved in this choice and maybe they just suck at their jobs on. This committee is Stuart Taylor who's been on the board since 1999. Wow. What do you like to your point about the longest tenure directors shoved on the committee? That's what this look. Good luck. Arguing him out of anything. They have two. Other Dune, Ives and Aaron erder, who are newer, but also on this committee are Kathy Ross and John Bryant who are on the audit committee. Wow. So you've got two directors in two separate committees who we could arguably blame for the departure of Howard you. Okay, it's compelling and then there's how are you himself? Maybe we can blame him who he departed. Unrelated to any disagreement with the company. About the financials. Maybe he had disagreements about other things. No, no. Because, you know, like if you're like a sports fan and you're management hires like a coach, that is terrible and gets booed out of town you, you're mad at the management you're mad at ownership. You're not mad at Howard you, you know, right? You're like, why do you keep picking horrible coaches? That's what you're like. Well, the other options here are the CEO, right? Just, I mean, it could just be, just not your throwing out names. I mean, like, well, I mean, like, the CFO works very closely with the CEO of the board. Also, and then finally, maybe you just want to blame Cathy Ross and John Bryant who are on both of the Committees by themselves, right? Like actually, okay now, okay, now see what I'm doing, see what I'm doing. Yeah, I was ready to answer. I was straight. I was all in on the audit committee because you don't actually see A lot of audit committees where they're over boarded audit committee over audited. Yeah, yeah, that's just weird. But then I like what you're saying. Actually, because another thing you don't see often is you don't see a great overlap with a nominating Committee in the audit committee. Usually, the audit committee. All the Nerds are there. Yeah, the accountability in the dark. Oh yeah, but not the network e people. Right? So this so, so to have that overlap, I'm gonna go right for it. I like what you're doing. I'm gonna blame who were the two overlap John Bryant that there you go to blame. Yeah, I love it. That was easy. Actually, I SS. So you listening, I mean really there's so many different ways to handle anything that you're trying to accomplish. All right, you do you do another one and I'll do one after all right. I got one more long annoying one I'm gonna go with that. Oh good. I love when you precede it with a real upper Pepsi Co. Is pushing back its climate goals. Oh, they said Thursday. That they're pushed. They're pushing back by a decade, it's gold or achieve net-zero emissions from 240 to 2050. And, you know, I mean, you gotta believe it's gonna happen. It's definitely gonna happen by that. Yeah, it's definitely gonna happen by. Then Jim Andrew, Chief sustainability Officer says, I like this quote, he says, PepsiCo is a ability to make progress at the rate. It would like to quote is very, very dependent on the systems around us changing. So he said that he had the world was a very different place in 2020. So what basically, you suggesting that the political winds have changed and that it's very, very hard to do his job anymore and it's very in everything is just very very annoying and and you don't know what it's like to have. A very, very difficult 2040 Target and get your very, very opinionated. Can I have a very, very sugary drink now telling the truth, when my kids do that, like reputation like that, you know, they repeat things like that. I know that there's maybe a little bit just very, very I'm dead. I'm very, very tired right now, right? Sorry, Jim Andrew, but someone someone had to do it. What do you blame? Yeah, well, just the quote alone. I like my instant. desires to blame Jim Andrew because like, you know, I'm glad you mentioned that because we can start the who do you blame game now for PepsiCo? Pushing back his comic books. I actually don't blame him because I know I I actually know that this, you know, this dude is probably giving it a go and everyone around him is laughing at him constantly. Yeah, I bet he's trying hard. I really do. I really believe in gym like I do. That's fine. He's frustrated. I do have a problem with saying that like something is very, very dependent on system. We are going to basically renege on a like a Target. We had basically what he's saying is we did a very bad job of making the Target because the first consider that anything could change from right now. When we made it and by the way Jim, the world is not a very different place now is, was from 2020. That's just, that's just flat out wrong. What what has happened is that we do have a new president who is an annoying tyrant. Who hates things like you know, right, zero emission goals and but the world is actually not in a very different place, like that's just not. Anyway, I'll get off that point. Who do you blame? Do you blame? And you know what? I'll let you add. Jim Andrew but I'm not gonna cite him as someone to blame. Do you blame Pepsi's very large board? Matt 15 directors. Wow. In fact, most most governance experts will tell you that the sweet spot is somewhere between 7 and 11 really, which means like nine eight or nine, really anything over 11 boards often suffer from slower decision-making and diluted accountability. I love that ability, right? Yeah. So, do you blame their very large board, which is basically in effective, how about this? Do you blame Pepsi's completely protected? Class of directors? Matt nothing can touch this director set. According to msci data, no, current director has received more than nine percent vote against since the 2015 AGM decade ago. In fact, Since 2015 average support for a Pepsi director. Sorry, a PepsiCo director is 97% there because that's a lot protected from any. It doesn't matter what decisions are made. They're completely protected, not a blip doesn't matter, right? So you could blame that, how about this one could you play? Can you blame the fact that the company is named PepsiCo and not Pepsi, which I always find irritating? I yeah, the bad. Yeah, that's interesting. Maybe we'll come back to that one. I assess actually might want to use that for more excuses. And finally, how about this one, this is free flow. Analytics data can only find it free flow, analytics.com. Do you blame Pepsi's gender? Influence gap of minus 11%. In fact, Matt, at the top seven, most influential directors at Pepsi. Co 6 sir, men. With 68% aggregate influence. So this is a Sausage Factory. This is a Bro Club. And I like this, here's a little here's a little side, piece of information to think about while you're trying to figure out how to blame the woman. The only woman who have influence on Pepsi is Dina, do blonde. She's a former CFO at JP Morgan Chase Wright. um, she's been on the board for two decades at Pepsi. She's also the director at Westchester Land Trust, right? Okay. Which that is that's it's a, it's a, the land trust is there to protect the natural resources of Westchester County, right? Oh what you think? Would be enough to sway the board to keep its climate goals but I guess not, I think I just for like four feet of grass in Westchester County right now. And I just wanted to point this out because I just wanted you to pay attention, I know that the free flow analytics has a lot of data. Now, from non-profit boards, I just wanted to point this out because this is why you should pay attention to the little hokey things in your area, like the Westchester Land Trust because the chair of that board is Bruce Churchill, who is the director of two companies in our database, including Windham Hotels. So even the land trust, man, even though the land trusts where we are here by directors in our own database, which I just makes me laugh, and this guy comes from Direct. TV. So that's a great benefit to the Westchester Land Trust, right? I mean, I mean TV guy anyway, I just thought that was funny a DirecTV too, so it's actually satellite. So he's good at air and land. Yeah, that's how good he is. Yeah, that's who do you blame at Pepsi for this? For me, look, it's hard. The, the nature of the size of this board makes it hard to blame like you, right. Yeah. You can't. You can't pick like, who on the board? What? I blame. Like, you blame all of them because like does that really make sense? Like, you know, that like six of them were four, you know, you know, keeping the targets and the nine of them were like arguing against it. You can see and then you got the, I saw, I saw some footage of ISS, actually, trying to, they were doing report on the board, the governance at Pepsi, and I saw the analyst, she had a bunch of paperwork in front of her and she just, she just she like, she Sighed loudly and she threw all the papers up in the air because right? Because 15 directors. She was just yeah what are you gonna do? What are you alright I can't do anything. It's Memorial Day, what? Yeah so I don't think it's the influence Gap. I'm tempted by the name PepsiCo versus Pepsi. Yeah, I'm just the protected class of directors. Right? 97% average for a full decade. Look, here's the problem. Yeah, if you vote for people at a 97% voting, are you. They will do whatever they want. There is no forget the size of the board. For accountability accountability is when you vote against someone on the board and you didn't vote against anyone ever for any reason for anything. And what's interesting too is if you look at the data on free flow analysts.com, this Sports hitting 400 overall compared to the peers that their peers hit 581 overall. So Something is a Miss over there at Pepsi. Yeah, I'm going to go with that one, though. All right. Should I do another one? Yeah, go ahead. Um, we're gonna enter like the fifth hour of this show pretty soon. Is it that long already? Yeah, my last two are very quick. I'll go quickly, my last, this one's, uh, longish. Okay. Um, here's that line we've already covered this but I love the headline, 93% of us Executives, desire board, member Replacements, yes. So this is from a survey of us Executives responding saying that nine out of 10 Executives. Think that you should replace at least one person on the board. In fact, seven out of 10 think you should replace two or more people on their own boards. Okay, that's a credible, I love this because now it gives me an opportunity to think about who they'd want to replace. Who do you blame on the board? Who are they trying to replace here your first option? Old people on the board? There are 14,000 non-executive directors in the US on boards that are these are the non-execs, right? Like not executive directors, non-controlled companies, the average age of those 14,000 is 63 years old. There are 2,569 executive directors on boards with an average age of 58 years old. These, this is a five-year Gap here. Like you know like you must be looking and be like oh my God, Grandpa, get out. Get off my board, right? Yes. Suggesting that the the non-executive directors are retired executive, they're mostly retired Executives. In fact, 298 companies in the US. Almost 300 companies have at least one direct or over the age of 80 on their board. Okay. Directors, over the age of 80 have an average of 9% influence on their boards and therefore in 19 years of tenure. Yeah, there it's been there forever. No one actually listens, that closely to them. I mean, like, it's not like what more power. I know what Pepsi Jim Andrews saying that the world is a very different place in 2020. But, but, 20 years ago, I will actually agree. The world is a very different place. But 20 years ago, right? That's the average. I mean, can you imagine that 30 years? Can you imagine some of the main issues that some of these corporations, 20 years ago, before, even like AI social media? In 2005, we had information tariffs covid. Like, you know, all of it. None of that. I mean, it's like I had the iPod Shuffle 2005 when you join the board. Yeah. Two directors in the US, Tommy Thompson and John Harrington, 82 and 87 years. Young are on three boards. Each still In fact there's one guy in our database a guy named Meyer luskin. Yeah he is 100 years old like he's on the OSI systems board like this. He is the UCLA class of 1949 1949. Yeah. Graduate from the war to the College World War Two. That yeah. We're too. Yes, 6%. Influence after 35 years on the board. That's it. Oh geez. No one cares about Myers. So like my point here I get it old people like old people right? You know, I actually I gotta be honest, I don't know if what's coming up in your other categories, but I don't actually even mind old people's eyes as I mine. I mine long tenured old people. Oh, well, it's the 10 year. I worry about the most. I think they go hand in hand for the most part, um, but but I wonder if, like, a young CEO is thinking to themselves. Like, that's the one I want off this board, like the old guy who doesn't get anything that I can't even find his the charger for his BlackBerry. You think, do you think Meyer luskin when they bring up AI at the OSI systems meeting? Do you think he knows what anyone's talking about? He could be incredibly smart. Sharpest guy around. But does he really understand the technological advances? Too busy cursing, the fact that his nine volt battery will not go into his iPhone 14. All right, how about Outlandishly outside influencers on boards. This, I this is, I like, I like this. I like this kind of 24,000 us directors 591 have more than 50% influence on their phones, right? That's not a public company. That's a private company and they're not always the executives. In fact, Founders, right? They're often Founders and family members who are not on the, like, do you like doing the company stuff? Like, well, their kids Walton kids. Like exactly. If, if you are the CEO of Walmart, what's his name McMillan? Doug McMillan, Doug McMillan if you're Doug McMillan, Don't you really? Wish you could vote out the wall? Absolutely like 100%. Yeah. All right. How about this one? Connected directors. That hate the unconnected directors. So basically do you put are you targeting the unconnected directors? Yeah, there are 575 directors on boards who are connected to 50% or more of the board. At Target, 92% of the directors are connected through other boards or trade associations or non-profits, that's 11 of 12 directors. Do you think that it's everyone just hates Dave abny for, having no obvious connections to them? Yeah, I don't. That's a good question for if it was me, Dave would be the one I'd be listening to because I feel like Dave has a lot of extra time to think about the world. Yeah but you're the US exactly a barbecues. And you desire board member Replacements isn't Dave Abney. The guy you want to replace because you're like, does anybody even know Dave who's Dave like where do you come from? He doesn't go to work. I'm pretty sure there's no direct at Target Named Dave. Abney is what they're saying. Finally. Shrill, women. Oh, well, in 2025 is not all women. There are 7,450, female directorships on US public boards, okay? Directors, directors ships, maybe yeah. 596 of female directors. Have advanced degrees from Elite schools, that's it. I would think it'd be harder than that. That's what, that's what our data has, 596%. Oh, you're talking about directorship. Yes. Receipts. Yeah, 80 of them are non-executives at widely held corporations with no ties to the company or family zero can known connections to the existing board members, so they get that how they get, how do they exist? There are 80 women with probably advanced degrees from Elite schools with no ties to the company and no connections to directors that are obvious. Probably. I wonder what percent. They're just wishing like. Can you just get out? Stop saying smart ass shit and get out, I'm actually wondering, how many of those women are on boards with a, were a woman is all. So the CEO, it's but I did not check that, but I'm guessing that like, when you can identify and other, right. That's who you're like, can you just get out? Can you just get out now? So who do you think old people outside influencers? The unconnected directors that we connected directors, want to hate on or shrill women who were the ones that us? Executives are blaming and want replaced. Wow, this is I mean I can I say Well, you know, I was just say all the above but I, you know what, I don't know that they're I the ones that really stick out to me are old people. Women, unfortunately and unconnected directors. They're the ones that really stand out to me. All right. You're gonna have all three, I have three. Yeah. We'll give you all three looks unfortunately. Anecdotally. What we're seeing so far in this proxy season is a lot of boards, kind of falling falling under that threshold of three women on the board. I we're also seeing, I mean, I guarantee that connected directors don't like unconnected directly because the Country Club of the director hood. And we saw that we saw in that report that they were citing old people right? As they were irritated a little people. So yeah, that's what that's why I feel like old people are obvious Target. If we nobody because one thing we've learned about the director of US public corporation, is that more than anything else. They just want to feel comfortable with who they're hanging out with. They like they don't they don't want to feel different than the person next to them that they're not comfortable with a woman or a black person or an old guy like they just kind of want their buds, right? They want to wait there. The right? They want to tell unwoke, buddy jokes, right? Like you're gonna be seeing these people at least like 10 times a year like six, seven, eight, nine, ten times a year in a boardroom setting. You want to be able to tell a like, a incredibly off color joke without the shrill woman, who's unconnected, who's 86 years old saying? That's I, that makes me uncomfortable. That's, I was gonna add to that, that they don't, they don't want to work on things like their listening skills. Right? Yeah, nobody, come on. Nobody's joined the board for that. All right, I'm gonna I'm gonna go quickly and try to wrap us up out of here. I got more after this. Oh you do have I guess there's no quick. Let me get, let me do both of mine. Just because I want to keep plugging this article from The Wall Street Journal. And yeah, we kind of make fun of a little bit, but again, I do apply the Wall Street Journal for kind of entering into this area because because I what I do like is them saying it's it's rarely been more crucial to Define what makes a good director to focus on directors. I do applaud you also Journal. You're probably big fans of our show because the only ones in the entire governance world, who have been banging this drum for years now, he's a big fan of this show, but but I sense that this is going to start picking up more and more, but the headline is what makes a great board director. It's hard to find, but has rarely been more crucial. So who do you blame? Do you blend The Wall Street Journal? For still failing to Define it appropriately. Despite being the effing Wall Street Journal, I mean, they're the Wall Street Journal, but they still can't get a control over this map. There, their methodology is confusing. I'll just that's the kind of my favorite methodology, correct. Yes. So we blame them for its inability to still Define it. We blame proxy advisory firms for not having the data that could better inform shareholders. Do we blame the SEC and listening exchanges for not requiring? The data that could better inform shareholders or do we blame every person in the world who does not use free flow analytics. There it is baby. That's the one I'm gonna I'm gonna choose that one. I guess like yeah I was gonna say like the two things in this past week, that more than ever that is doing. I hope is acting as our sales and marketing team because we don't have one. Is this article that 93% of Executives want to replace at least one direction? Write, write 70 six percent, want to replace. Two directors and the Wall Street Journal. Not a liberal organization. Not ESG, friendly jumping into The Fray saying saying, hey we got a we have to be articulating how directors are doing, because it's crucial, right? I will say this things, support our company. Yeah, going. I do want to say that, I don't want to blame the SEC or listening exchanges. Like I feel like The the environmental world, the ESG, sort of proponent world, like ESG standards people. They blame Regulators for the fact that we don't have information all the time. They're basically just like right? It needs to be regulated. Everybody says it needs to be regulated or for us to do this where it's not going to be unless I get audited regulated data. I'm not gonna I'm not gonna be able to like there is a time before audited regulated data. You use unaudited unregulated data every day like I don't care what you say. There's like you know like you look at app you know Stars you look at you know movie reviews you're looking at like you're using data all the time. Yeah that you trust. That is not audited and it's just the lack of creativity. That means you don't have the data, my only pushback on that is it. It's been since at least 2008. I think that anything new is been added to the proxy statement for like, any like, Required disclosure, I don't disagree. I think they should do this eight. Like yeah, I would love if the SEC just made information on the proxy part of xbrl or RSS feeds, right? Like they allow you to like download audited financial data. Like through like XML. Yeah, XML rather. Yeah like that. You can just get the data like David promising, that since 2005, but you can't do it with like the names of who's on the board. Yeah, like you can't even figure out who's on the board, terrible. The proxy advisors though. Are. That's your job, you're 90. 9% of those are four directors. Your job is to have data on directors. I know you have data on directors, but why do we have no focus on how directors perform other than like the the TSR of the company? They were like one, I guarantee that you can Jones class Louis ISS all spent time reading that Wall Street Journal article this week. And, and yeah. So it's like I said, it's not enough to say that activists don't make compelling cases. What we actually need you to Define, why you're what you're thinking for directors at certainly that's what the Wall Street journal's asking. That's what we're asking. And we're basically is important as Walter's, but the right answer who to blame is every person who does not use for, okay, that's the correct answer. Okay, let me just wrap up, quickly, quickly, 2025 us, proxy season, find Sharp. Drop in shareholder resolutions on ballot. I've been covering this every week, the proxy countdown. I had the data to prove it. A large cap companies. Who do you blame Trump 2.0? Do you blame Darren Woods on because they sue shareholders, right? Yeah. Do you blame the anti-esg Cheryl the proponents for depressing us with their political theater or do you just blame apathetic investors? Just an easy one, quick one for you. I'm going. Darren Woods in Exxon, right? It does seem to be that right? This is the intended consequence. Yes. I mean, the easy case is Darren woods and Exxon sues. They have zero shareholder proposals, for the first time in 25 years crazy. That's a one-to-one. That's exactly their goal. They wanted zero shareholder proposals. And we're now seeing every week I look at the large cap meetings, we're not seeing a now, a majority of companies every week with zero. Sure, holders zero, nothing, nothing. So, that's how I'm gonna blame. All right, my last one will get out of here. Here's headline meta by 650 milliwatts. Megawatts of renewable. Energy to power us data center. I don't need this. Yeah, okay. Do you blame AES Corporation? They're the woke virginia-based Energy company with five women and six men on the board. Yeah, 63% of the board have advanced degrees for the board members aren't even American, you know, we've been talking about this forever that there are these, the subset of American companies are there. Extremely woke and diverse like this, someone out of power company, some of these utility companies. I mean, they're delivering energy with women. What is going on here? That is nuts with a pink shovel? Yeah. But do we blame Arkansas. The woke state, that allowed the solar energy project to get in it to deliver that energy to meta. It's, it's being it's a it's a project that was built in Arkansas. Interesting. I mean like, what a woke State Arkansas is all they ever do is talk about like, you know, like trans parades and and abortion there, right? So, Arkansas. Do we blame meta AI because AI is the reason they need that access to energy and AI can't even discriminate against renewable energy because it's so woke. AI is like Woke and wants renewable. And is that true? That's true. I don't know. But as chatty, maybe they'll tell you Do you blame Mark Zuckerberg? Well that's because I think there is no meta. There's just Mark the Dual class College Dropout dictator right? Yeah, that's for sure. Or do you blame Mark Zuckerberg? Oh interesting. The government asking Mark Zuckerberg loves Trump. Yeah, the he just attended the Qatari meeting with Trump. You know where they call it in the desert, he was there along with the bunch of tech Bros. Why and I think at this point in order to buy like purchase this energy, they have to like negotiate. It takes like oh yours and they have targets and stuff. I think Mark thought that like this was going to be okay. Now like it wasn't it's not his fault, he's always been super into oil but like back when they negotiated this a couple years ago like he felt like he had to because a Biden and wokeness and whatever. So Mark the Sir, now is basically saying, like, well, I would have chosen oil but but old Mark, you know, the guy like would have chosen Renewables. Yeah. So those are your options that the Energy company Arkansas or the energy is being. Yeah. The AI Zuck. The, the dual-class dictator or Zuck. The mega kiss up. Well, I have a new rule when it comes to any company that we talked about that when we talk about dictatorships is that I'm gonna blame the dictator and in this. So I'm gonna in this case, which is too, right? And exactly. And in this case, I'm gonna vote for both because I'm voting mark, Anyway, I can, it's always always work. It's look, it's always a dictator's fault, right? We, we need to be taking these dictatorships more. Seriously, we need to be calling them out when we need to. I mean, absolutely. I like the idea that Mark sits in a room and he's angry at Old Mark, who is well, he isn't working. You're right to say he's a dual-class College, Dropout, dictator. He only has this power because of Duke clusters of. Why can't they be dual-class marked? Why can't we duel marks duel? Mark? Okay, I hate both of them. That's good point, right? That's how we got that. I'm here. We are free float. That was the blame game. I like the blame game. It's when we got it. Rolling trucks. It's very it's fun. It's fun to do. It's fun to go demonstration of how to use data when making a case and the governor's world, right? How to use data. Stop shaming even Jones like there with you two look tune in on Friday. We're gonna have a wrap up the week, but all so check out the proxy countdown which will come on Thursday. This Wednesday. We're dropping a shareholder Primacy. They're going deep in a new Texas rules. Oh yeah. These new Texas rules that are coming out for the listing and for for governance all the stuff directors anymore, I guess it's unbelievable what they're talking about in Texas but you can listen to Mike Levin and and lift and go through it. Good for them because they're smarter than us until then good. Bye.