Transcript
Live. Yeah. Okay, I'm live live. What did she say? Alive? Live from your proxy advisories comic book collection. Ah, oh, I don't really love comic books. It's a business pants Friday show here. At May 16th Studios featuring analyst whole Matt mascardi. That's well named Matt. You are a bit of an a-hole on today's weekly, wrap-up? A knight takes a knee at United Health Group, to avoid the boomeranging CEO, anti-wolf shareholder proponents. Mad at the world, Yeah, and the Harley-Davidson board. Sip champagne with ISS. I like our show today is being sponsored by free, float, analytics.com. The only platform measuring board power connections to Performance for free. I always get messed up there though, Matt because I I read it as the only platform that's measuring board power connections, performance. And you I feel like you always read it. As it's the only one doing it for free, but which is it, which parts should I emphasize? Why does it have to be one of the other, the camera works. Like, I don't know. I can't do the boat. I didn't realize you were that, binary? I just think it's remarkable when I read that sentence. That anyone is measuring director performance because I don't think anyone else does it, really. I mean, I know you've shown me. Some companies that sort of kind of do it, but they're not really doing it. Well, you know what I did? I asked the people at free flow analytics to like, who their users are like, who's who's looking at this free data because I was curious and, you know, there's a couple there's a couple like regular people. I would call you regular you're pretty regular, right? I'm an analyst do you type? I'm right. but the other people who are looking at it are massive, institutional investors like I if I named them you would recognize every single name that I said Global institutional investors and without irony there are people from glass Lewis and ISS who actually looking at the data well why wouldn't I don't know that they're using it based on some of their recommendations but they are looking at it that is for sure. Do we want to go do? Let's do let's do some stuff. Do you have? What do you have today? What are you? I got stories. Ha, ha ha, ha, ha, ha, ha, ha ha. I actually, I got it. I, it's pretty easy this week. These are I got I got very pressing, very governance things to say which is good. This is my wheelhouse and And the least the first three or actually kind of compelling governance East stories. Let's start with the United Health Group. To no one's surprise. I don't know how he lasted this long. I think he must have. They must have probably tied a rope around, his let his ankle, or maybe they tied, his shoelaces together. To keep him there for a while to before the ship, just like burnt down. But you know, United Health Group, CEO, Andrew, witty, sir, Andrew witty. He's knighted up after all sir this right, sir. Steps down for personal reasons. Yeah. What is wait a minute? Hell is that mean? Isn't everything personal isn't everything? We do know what it means and it wasn't as personal as it would appear. Tell me why, why wasn't as a personal is it? The personal reason was being investigated for fraud, which I guess is personal this came out, actually after the announcement. He stepped down. United Health Group is facing a criminal Pro. By the US Department of Justice for potential. Medicare fraud related to its Medicare Advantage program. The company is also dealing with a civil fraud investigation and suspended is 2025 Financial forecast at Mid Rising. Medical costs now Groups looking into any Corporation or executive in the next four years. It's a remarkably malfeasance situation. It's very smell. It's like, I'm imagining like on Law and Order or CSI when they walk into a murder scene and it's, it's really smelly and gross, that's how bad it has to be for the Trump Administration to notice. Well, that's, that's the contest there because I have tags. So many articles about the SEC, dropping every cave. Everything they drop everything. Now, they the, the Consumer Finance Protection Bureau, which was largely dissolved and then kind of sort of reconcilia. The they dropped their lawsuit in into like uncapped Capital ones like unpaid interest for years on accounts, right? That was like black letter law like they just were like yeah, whatever if they're investigating this. Well, there's something, there's got to be something happening, right? Like there's so that's yeah, not good. And here's the, here's the extra governance. He twists of this, which is a nauseating mostly to people like me is that first of all, that we have a boomerang CEO in effect Steve Helmsley Hemsley comes back. He stepped down in 2017, but never really went away. We always warn people about when the former CEO was on the board when he's executive chair. Just keep your eye on him because he may or may not come back and be CEO, which you know, may or may not be good for leadership or communication in the boardroom who knows. But he's back and what's worse for shareholders, really, you know, this is stuff to consider when you're voting next time is that they're giving him a 60 million dollar optional Award with no performance measures attached, meaning that if the stock just goes up, which I think it's already going up, he's he's just gonna make a boatload of money just for sitting there. Because look, the stock market goes up. This is why we warn People against these type of options because the stock market can just go up in the executive's will benefit even if they suck at their jobs. Yeah. You want to say something? No, this is like a very 2006 kind of. Hey, right? Like isn't it like this is old school? Well, he is old school, right? He's he has been there. He was formerly CEO. Many years ago, right? He's the one. Who they claim is responsible for the rise in their stock price back in the middle, not also executive chair prior to being renamed. Yes, so as executive chair, now you can tell me how wrong I am about my feelings about this. Does he not get effectively executive compensation? He was already the highest paid person on the board without being because he's the Xeo, he's an executive chair. I'm pretty sure his pay was already substantial. A substantial enough where you would say, okay, does he need 60 million dollars to do the job for maybe six months like or is this a permanent position and there's no strings attached to this? Yeah, it's very confusing. What I'm not aware of is he's not on the table named executive officer tables. He's not one of the five highest paid officers so but he, but he was for, he was executive chair, making, an executive salary, he was an employee of the company, we know that, but he got he got as if you look on the director compensation table all the other directors, get, 370 353 and 7000 dollars a year, right? They're total comp comes like 400 ish, except for Hemsley, who makes double that? Because he gets double, the stock awards because he's, he's an executive, it's not because he's chair. Like you don't get double for being chair. You usually get a stipend like a slight Stipe. And for being chair, not to mention the fact that these directors are Monstrously overpaid. Like, like, when you look at the numbers, the compensation table, gives them roughly 350 to 400000 dollars, a year to show up, you know, like a dozen times a year, but that doesn't include. That's another realized pay. The stock awards are one. Usually, when you're investing Awards, they are going home with way more than that. As we know from Tesla, right? Robyn denholm has pulled in a half a more than a half a billion dollars so far on her Tesla stock. She's almost a billionaire just for being chair of that board, right? These people make more than it says on that table. Yeah it's working. It's worth noting here that he already currently controls over 300 million dollars worth of United Health stock although I will say that that was worth about 700 million dollars a month ago. So again They just found a very clever way to re-enrol for years, the stock price, so it is bound to go back up a bit after it kind of clears its throat, right? I mean that's that's as these things are so I don't know why you wouldn't at least attached performance other than the fact that that Helmsley clearly controls the board, he controls the compensation committee and he basically probably told them what package he wanted and just as an FYI, just in case investors have forgotten He stepped down and what 2007, he doesn't yell those 2017, was it 17? Well, he was CEO. He was involved in backdating stock options so that he got right. Well, there you go. Alright, he loves stock options. Yeah, there's nothing better than a stock option with no strings attached for this guy. Come on. All right, that's the first story. I don't know why shareholders Shares are like doubly paying their uh oh okay. This is a big one. I don't know how much time you want to spend on this one. Kohl's. This is the headline a Kohl's board member. She actually has a name and it was strange but not all Executives and directors are just nouns. They actually have names a Kohl's board member resigned because she was continually disappointed by governance and a lack of transparency. I love that continually continually so her name is Christine day. She was the compensation committee chair, she resigned on May 5th. And again, this is after. So we covered on last week's program, that actually began was essentially fired for having an improper relationship with his girlfriend. That was last week. Then we then we hear about Christine De who stepped down now in a nutshell, Matt, and I'll let you expand on this. If you want a nutshell. It sounds like she was angry because not not angry. I at ISS. Who recommended a vote against the pay plan. At Kohl's that she authored, what she's angry about is that her own board chair. Michael Bender would not let her respond to ISS. So that that sounds like, where the anger started maybe, or who knows. Maybe she was maybe when ISS and glass Lewis makes these announcements maybe to embarrass these directors, maybe the compensation chairs. Take it very personally, you know what I mean, and they, well, but it doesn't turn into votes against them. So I'm not exactly. Maybe they think that people like Matt mascardi and Damian Ross are paying attention and they're like, oh, God Christine. Yeah, right people. That's like, that's the like, but here's your quote. So the fun part of the story is, of course, Cole said, okay, she resigned but there's no disagreements, she just leaving, right? But then Christine De actually did something, which we never see she actually emailed the board back and basically asked these emails to be part of the new filing, the amended files saying, Among other things that it would not be accurate to say. I have no disagreements. Unfortunately I have been continually disappointed with the level of governance process. I've never seen anything like this. Okay, then she goes on to talk about board chair. Michael Bender. Uh who I think took over last year as chair, he's been on the board for a while, but he just took over to your last year. He's she said quote, there is no delegation to committees or chairs. Michael handles everything and handles an air in quote handles. Maybe speaks to one person or two then in again in quotes tells everyone what the decision is. Some people know more than others leading to board members feeling alienated out of the loop and worst developing a culture. Where real discussions, real rarely occur, I mean, Christian days. Basically, my hero of 2025, this is always the inside baseball. I'm always looking for, you know, this happens. I'm not saying that everywhere, okay? I'm sure there are boards that run really affectively. And this is why one of the reasons why I promote diversity. Diversity leadership is one thing I've noticed in my experience at workplace is just having different kinds of people. In these meetings, especially people with emotional intelligence in charge, actually helps things run smoothly, because they include all voices. It's it's it just one of these remarkable things about people who are mostly intelligent is that they they don't dominate meetings, they let everyone talk even if they're a bit more quiet anyway, this is the news at a Kohl's. I mean Coles has been a gift of governance. Craziness and, and okay, let me just put the cherry on the top of the story, Matt. Again, this is like the gift that keeps giving to me, personally. On top of all this, they had a annual shareholders meeting, two days ago so we actually get to hear what investors think of all this, right? Because this is a embarrassment, it's a mess. Coles has been a mess for for many years now. This is their fourth CEO and three years. This is their third CEO and six months who is the current interim CEO and here's what shareholders had to say. The average director support was 92%. Believe and Michael Bender his support was 95% although the one thing that they were angry about was pay and it's not clear if they're actually angry if they're actually doing their due diligence because you know, credit to ISS that they said no one pay. So a lot of the people listened but credit I well, I'm just saying like, like, you know, I love a no vote on pay because there are so many heinous PayPal packages. So I will apply any proxy advisory when they finally, look at some of these pay packages and have a point of view. But I what I don't understand what I repeat all the time on these shows, is why does this not at least trickle down to at a minimum, you gotta, you gotta get the board chair and the compensation committee chair, right? Or maybe even the full compensation committee, but you gotta, you got a Target somebody, right? So anyway, that's what's going on at Kohl's. I don't know if you want to add anything else. Oh, I do want to add that the Lowest vote getter. Michael Bender is now the interim CEO of coals, but the lowest vote getter after all of this was someone named Yale cassette. Yeah, is the chair of the nominating and ESG committee. Oh, And didn't. Well, I would be mad the nominating committee too. Honestly, there seems to be mad at everyone, I met everyone. Yeah. Like, there seems to be a lot of things to be bad at, but is that guy, the one who should have the lowest vote in this situation? I think I look, honestly, I would I would have targeted. Of course, the head of pay committee. I would have targeted, the board chair. I would I would Target the nomination committee chair. Absolutely. I this has been screwing up because for years, this is not a, this is not a new board either. Write haven't been kind of hanging around for a while, just prior. Was Michael Bender, not the chair of the board. Oh no. I'm not saying that. You shouldn't all be angry him. Yeah. So when they chose the CEO Michael Bender's been there since 2019 when they chose to CEO twice. or like, Was it not him? Also I just don't understand how the highest vote getter is. The lows vote. Getter is one guy, but the highest vote getter is like totally rent. Like he's the second Benders, the second highest vote-getter. Like he's also one of his one of the more long tenure directors. He's only been there for six years but still holding is very confusing. There's no logic to any of these boats, not to mention the fact that every vote was above 90%, so it doesn't really matter. Anyway, everyone's been there since 2011, I mean, he's overseeing every disaster at Kohl's. You think that at a minimum, they be like, come on, John. What do you what do you really contributing here? I mean, what what's Did we really need your help? All right, then when I said when I said that costs, it is the the head of the nominating committee that is following the annual meeting, he becomes okay committee. All right, so um he was the he was the chair, I'm guessing the bear audit committee. Currently maybe Bender formerly had that role I would have to look at lives proxy know it was slif ski who had that wrong. Well, so again, I mean how he's not a Target. I don't understand because I don't take like a Zen level understanding of governance, like like a matrix level, understanding that you would have to open a current proxy. You might have to go to free flow, analytics.com. You might have to open last year's proxy. You might have to do a little bit of comparing. You might have to read some words. That's all he went out here. I mean reach out was reading float. I'll help with anything. All right, that's the second big story, the third star God, so many juicy governs. Stories this week. How about this headline? John Tyson, joins Tyson Foods board. Nine months, after criminal charges led him to step down a CFO. I never never, never in my life. Have I seen any headline? I love it. I love it. So but Olivia Tyson also joined this board. Yeah, that's nice and family. Okay. So this is the fourth generation of the Tyson family, Olivia Tyson and John R Tyson. They are the, yes, all children doll children of chair. John H Tyson of course, was the third generation of Tyson owners. All this to really prove that controlled companies like this family firms. They're not actually public companies, they're private companies. So, I don't, I don't know why anyone. I don't know why, they'd be even be allowed to be on the trailerable market, maybe they can move to Texas. They can go to like the Texas listing exchange because it does seem very Texas these type of companies, right? Where they don't actually care what holders think about anything. So, if you're at Tyson Food shareholder, I just want to remind you. As I'm talking, you actually have no input over any of this. So, don't even try you. You actually can't vote him out. So it's cute though. When they try, I like it when they try now. Here's a weird thing too. That I notice about this one is that despite the fact that he's part of the controlling family, Uh, you know, this is a very wealthy family, although it doesn't nothing really even do with money, I suppose, but they're gonna be paid like all other non-employee directors. So they're getting the full three 300,000 dollars a year that you don't see that very often. I mean, you don't because the weird thing is that John R Tyson is B is officially called an employee of the company according to the filing. Employee directors executive directors, they don't get paid for the directors. Yeah, he's only role at the company is to be the directors, so they had to give him some now. They didn't, he, he's part of the Tyson, you know, Fortune. I mean, you know, I he should be. I mean, really, honestly, I this sounds like a joke. He should be paying them for let for letting them like they're, they're resurrecting his career, right? You know what I mean? I mean, who else would take him? Who else is gonna take this guy? I, Just know, there's no place but he does have some credibility in as much as when he started at Tyson Foods. He was the chief sustainability officer, how we don't know how he would. So, got his MBA, I think, from Harvard, maybe he could go lead sustainability investing at like UBS or something like that. I'll take them. You might be fun. So yeah, right. As long as he doesn't actually I don't really care if he wants up drunk in my bed as long as he like, makes the bed and maybe cleans the sheets afterwards. Um, that's the third story. The last one you're gonna hate but I just wanted to wedge this one in here because I've been seeing a lot of people from our database going into the Trump Administration. So I just wanted to highlight this trend. The latest is FedEx board member David Steiner. He's the new head of the US Postal Service, which I guess sounds fine at first glance. But then you think wait, that's a conflict of interest FedEx and the US postal servers. But then, when you look to see what this guy is, he was the CEO of Waste Management. The whole thing. Just sounds weird to me. He also FedEx had the dusty to call him the lead independent director. Despite the fact that he's been there, he was there for 60 years, which in jurisdictions, like the UK. He wouldn't even be considered independent anymore, not to mention that he held 15 million dollars of FedEx shares. This guy was not independent at all, so he really is the perfect kind of crony for the Trump Administration. So, congratulations. Yeah. This is not a lower level graph, it's not that. It's like, it's not an important being door Edge. One of the wedge in there. All right, you both your angst. This one's really hard. Because the first three are so in our wheelhouse one. Clear winner to me. I mean, I think it has to be Andrew witty. Stepping down that I overrule you. I over this beautiful mess at holes. This is really our wheelhouse. Yeah. I mean, but both are so much our wheelhouse and John. Are we call it? A three-way governance tile. Let's Do It. Come on. It's really good. All right, it's never happened before. In this pants, Friday shows what happened to win for anyone paid attention to the governance stories. This is a trifecta of governance magic, right? Because this is the this is the reason to pay attention and and the fact that Coles investors have already come in in their pajamas and said wait, what's going on? What's what are you All right, let's do good list of the week. I've only got one. I actually, I only have one two thing God. Oh, that's actually, maybe that's not, thank God. I actually tried to have more and I tried finding good stories like, unfortunately, stories I go. So so Damien pulls like, you know, looks at 10,000 Stories a month and polls, you know, several thousand of them for us to route through and figure out like what's core. What's not? Our research team is a research team of one, basically, it's Damian doing the research and I show up I could not I couldn't find anything in your polls. I went off on my own and did my own like maybe there's something like out there somewhere. I found nothing. Nothing to feel good about except for this one that was all I could find. Why don't you go first? Minds are coming an old-fashioned good lioce. This is how much I struggled. Bold Boulders Landmark. Oh God. I can't talk. You know why I hate this because why are we saying Bolder? Can't we just say Colorado, Colorado's Landmark lawsuit against Suncor and Exxon can proceed Colorado. Supreme Court rules oh I guess this is out of the city of Boulder. That's why. Yeah, so they're suing of course the Colorado Supreme Court is okay with it and I'm sure the Supreme Court of the United States. The Trump Administration is going to get rid of this but hey I don't know. I I had to find something somewhere. And and this is and this is fitting too because I think you're goodly as involves Exxon 2, right? Like suing in a yeah, it's a double exactly. I will say, if you, I will say, if yours, this lawsuit was filed in 2018 and all they said as long it can proceed. So it really. So this is the state of like, the appellate courts and appeals the United States is that seven years later they're they're getting, they are the lawsuit actually the right to go ahead. This should show you something about corporate power, right? I mean that that they've even been able to hold this up for seven years just by their legal team is just oh just wait when they do Discovery or if they even get that far, it's gonna take forever. Yeah. Um, mine is better. So, okay, and LPC the national legal policy Center, which is one of the three-headed anti-wolf ESG anti-walk there. They think they're anti issue but actually they are in ESG machines they're doing. Yes she is. But Are anti whoa they're very right. What they vary right wing. Very very quick Christian Warrior and LPC urges Exxon, Mobil shareholders, to vote against election of CEO Darren Woods for board on Exxon level 2025 proxy about. So like that the nlpc is running a vote. No campaign on Darren Woods. Just him want to know why just him. Yeah I'm for it. Go ahead because they think Darren Woods is too woke. I'm not kidding for suing last year. Basically, like last year, he still talking about carbon occasionally and after last year, when he sued his own shareholder to stop asking about carbon, The nlbc. Well, they're not running a voter not paying, they're not paying attention either. What on Earth, this is your friend. I mean, this is your friend nlpc. This, in fact, this this is, if you're gonna make a poster campaign against like, anti woke CEOs, anti-green CEOs, Darren Woods is on the poster. Here's the greatest part about this like this appeals. The ESG crowd should be saying yes, we should vote out Darren Woods. He voted against our own like he sued our own investor. He he he's cutting their, you know, targets for carbon. You can vote against him for the exact opposite reason that the nlpc wants to vote against him. They're saying he's too woke and you could say he's not woken enough when it changed. What is going on? Is it it's all good. Why does nobody paid are? We just so smart that we're dumb? Or are we so dumb that we're smart? Like, have we are we Getting everything wrong. I think everything just came full circle. We're morons like, it's just comes all the way around at some point. I just don't understand anything anymore and LPC. You also should reach out. I'll help you because I'll I'm going to. I'll I'm a gladly help you with a campaign of which CEOs, to actually, actually, all of old disclosure nlpc. I have been advocating that know, CEOs in America should be on any boards, they should not be on their boards. It is structurally in what other place in your life is, do you get to sit on the committee that decides, how you're doing? It's your job, think about how horrible it is. Imagine like just imagine just working in a school, something like my mom who worked in a school system, she used to talk a lot about the principal and the superintendent. Imagine like in those in the meetings where you're yeah, where you're you, you have like committees that oversee the the superintendent or whatever that the superintendent is all. So there like she has to their, they're talking about how to deal with Administration, maybe, but the, the principal and the Supreme Court are sitting there while they're trying to come up with game plans, worse than that, it's worse than that because it's like imagine if at the school every kid had a shift and they were they were stabbing each other and the principal was the superintendent. So the superintendent calls like the the management of the school together, chairs the meeting, but they're the principal. Of our examples are terrible but you guys hopefully you get the point. The point is that the board is meant to act as a oversight board. It's an oversight group of for the management. You're overseeing management people. Which at a minimum is why no CEO should ever be the chair. That's a, that's the very bare minimum, but I would take a step further and say CEO shouldn't be on the board at all. But nlpc, you're weird. I mean, you're weird. I know as I love it. I love it. It's great, it's good. I love it for backwards reason. That's definitely the winner this week. Yeah. All right. Now let's do some assholes that's quick. Good lists, it's not so sad. The good list is that short. I just I, again, I, I can't wrap my head around that, like, they're attacking the CEO of X on who, who sued Arjuna Capital fall, this let last year and it kind of a groundbreaking precedent, right? Suing your own shareholders and they they specifically targeted the green sugar holders, the environmentalists Which we complained about for months. Well, the nlpc I will say, did not mention our junah or follow this anywhere in their exemption. So maybe they don't know about the baby. They just, I think they haven't heard those podcasts. I think our podcast. Yeah, I think they closed their eyes for 2020. Okay. They just so, they're just ignorant Fair. Okay, let's go asleep. I got three options for you. Number one, NASDAQ. Uh, here's the headline. I saw NASDAQ supports Texas, Senate Bill, 29, strengthening, corporate governance and business growth in the state. This is Ed Knight who is the like head of government legal Affairs at NASDAQ. His quote, in the press release. Quote Senate Bill 29 is a milestone for corporate governance in Texas by embracing smart Innovation. Focus regulation like SB 29. Texas is showing the world what it means to lead on economic growth and modern clear governance principles oh then he goes on to quote commend, quote commend, Senator Brian Hughes, representative Morgan Meyer and Governor. Greg Abbott. So he's actually naming like actual government officials. Who is he, he's executive chair back to that one, one second. But the major features of this bill include a a piece that's basically a musk board Independence rule. So if a company has a major transaction say, like, massive pay package, or a merger acquisition or something like that or they a massive investment and they set up a second like a separate committee for that. And this is what they did when musk wanted to move to Texas and they also did it for musk's pay package. After the Delaware Court, Struck it down. if they set up a separate committee, There is it what they're calling? And they, they legally have to have an evidentiary process in front of a court where the court will say, the people in this committee are independent, the evidentiary process happens in a Texas Court in front of a Texas judge. And the judge will say yeah you're all independent. It's fine. Yeah and then just the reason why this matters is because they can exclude any lawsuits or challenges under the ordinary business rule after that evidentiary Committee hearing. See. So that's a management friendly CEO friendly. Yeah that means all you have to do is set up every company who incorporates in Texas, all they got to do if they want to do anything like let's you know pay off the government of Ghana for you know like something. Let's do something like blatantly corrupt. Let's set up a separate committee. Go to court, have the court in Texas, say the people on the committee are independent, by whatever made up standard that is, right? Because they're not looking at like social Independence or not looking at like, like economic dependence. They're looking purely at like statutory Independence and say, yes, you're independent. Then they can exclude lawsuits on the ordinary business rule. I mean, what is it only works in Gray zones if it's like a straight, like illegal obviously doesn't work, but all these gray zones like all like the horrible back, you know, like a secret snippy things that companies do. They can get away. With it in. Texas. What is what is nasdaq's business angle here? Do we know am I missing something? You're you're not missing anything. They have an office now, they set up in Texas to start listing tests. They're just they're gonna they're gonna gain a lot of money off of this so called dexit Delaware. Exit is that what NASA is doing? That's all, that's it. That's it. They also, yeah, how does NASA gain off of that, though? I don't even do, you understand the there's listing fees ongoing, you know, listening there's all sorts of like a Consulting fees and, like stuff that they could drive from this but in Texas. Now, this bill allows allows a company to refuse books and Records requests. If this is not a joke, if the company has a reasonable suspicion that you will sue them, then they don't have to give you the books and Records until you sue them. And then ask for in Discovery. That means like if I need to inspect books and records as an owner to see if there's A lawsuit. They can say well you could sue us. So sue us first and then we have to give it to you. They basically are saying you have to spend as an owner of this company, your own money to figure out whether or not we've done anything illegal. They it is wildly company friendly. Like you said, I thought you said is Wild West, right? This is the wild west of corporate governance. We're going backwards in time here. If you can't even sue the company up for a derivative lawsuit, unless you have a group of shareholders that owns 3% or more of the shares, you you're excluded from suing the company, unless you can find enough shareholders, it have three percent, I will give them credit for this. It does sound all very Texas. This does sound Texas to me. And is there anything more Texas than an ed Knights biography at night given the quote from NASDAQ? This is what it says, quote a Texas, native night received his Bachelor of Arts with honours and Latin American studies from the University of Austin. Very well, there's JD from the University of Texas law school. He's a long-term Texas. Native loves Texas. Well, it does not like business. I'll tell you why. This is this does sound like an investor business. This doesn't like a pure money. Grab to me because I don't know, the current state of Ed Knights Paul took. First of all, he's not on the board of NASDAQ. He is called an Executive Vice chair. I don't know what an Executive Vice chair really does says that. He manages Global government relations. But really what he was, was he used to be nasdaq's general counsel into 2019. It sounds like a made-up job to keep him on the payroll. But he, he was part of Obama's transition team. This is not necessarily an old school Republican because I was thinking immediately, like, oh, this is very trumpy and very musky in and maybe this guy has gone that way now, but I don't know. I mean, this might just be an old-fashioned money, grab right now. NASDAQ is making some coin through this Texas thing, right? And who knows, Edina Freeman? The CEO of NASDAQ has set up a rule that got challenged. And she said that, like, That you have more women on the board and you disclose diversity statistics, all sorts of stuff like that. All sorts of very forward Progressive disclosures. Did. She this press release. Why are we? Backtrack. Yeah, in the actual press release, It's amazing. And this is on nasdaq.com, this isn't like I saw this on like, you know, futurism or New York Times, they actually write. Potential positives of putting out this press release and potential negatives included in the potential negatives of putting out. The press release is the press release. Highlights nasdaq's, advocacy efforts, and presence in Texas which may imply the company's feeling pressure to strengthen, its community and political ties in response to competitive and Regulatory challenges. They literally are laying out. You could criticize us for this press release for this reason, right? But nowhere in there. Does it say this sucks for shareholders like we are supporting a bill that sucks just shareholders, just sucks for risk control. What about good? Old-fashioned risk control. It's it is fascinating to me that you would put this out at all. Yeah. Why would you don't say anything? You don't have to thank Texas. You don't have to like bend over. This was this, this just come out of Ed Knights like his personal notebook or well. That's the thing, like NASDAQ a letterhead. Came out. It's on National riding his bike around Austin and he kind of dictated it into his iPhone. Right, I mean maybe maybe this isn't come, maybe Edina didn't see this. I'm trying to give her some credit here. Because I know, I know she knows better. I know, she knows what I mean. I'm not sure. She's, basically, we're just starting the, the new Empire of CEO power, like, right? It's like, that's what this is. I mean, we're, we're also just literally shipped to power the seats. We are like, washing and kissing the feet of, like, whatever political parties in power now, which is we're just going from state to state. How come there's not a kinetic at one that says, we think Connecticut's doing a great job at, you know, like enforcing their new regulation. You're gonna press release every single one of them or you just doing Texas because you need to suck off Texas, for all, I gotta say, this is in and your anger aside. Ah, this is actually more important than ever because we're not, we don't really live in an age anymore that I'm looking at you NASDAQ, looking at you Ed in Edina, we don't really live in an age anymore where the big things we sell are like boxes of tissues, right? And ketchup. Right. So I so speaking, I'm gonna tease one of my headlines the week speaking of Elon Musk, which really what this is all about. Again, this is about Elon Musk. This is about the Delaware exit. This is about giving CEOs full power. He's talking about how everyone's gonna want their personal robots in the future, but he warned of Terminator style risks, meaning world destruction, right? The robots taking over and destroying the world. He also said that talk about AI. This is 20% chance. 20% Matt, why not a five chance that it destroys Humanity? It destroys the Earth. Is that his number? So this is actually the wrong time. Also said we'd be on Mars, okay? But what I'm trying to tell you about is actually the wrong time to give CEOs more unfettered, this is absolutely the Wrong time for for entities like Texas to do that. We need more risk control. It not only is it benefit shareholders but it does benefit something called Humanity, right? Because again, we're not really just selling tires anymore, right? We're set. We're selling a lot more. Just potentially destructive things. So so I don't know what NASDAQ is thinking really? It's what? It's ugly. It's ugly. Yeah, you assholes. What are you do? I sew their option. Number one exhausted and I just no, no, because there's a better. One is option. Number two that's stewardship team. Oh, here we go. It's like this every week. Yeah, except that Here is the headline Harley Davidson leaders survived. Probably true. That's true. That headline, first of all, the AK I don't think has come out yet. I looked yesterday wasn't no. They haven't disclosed yet, but the they did so that you don't have a vote total. But they did say that 48% of shares, voted withheld support from zeit's. This is Wall Street Journal reporting. He's the yokan. Zits, he's already stepped down and CEO but yeah. Hanging around I guess to pick the next CEO. Nobody really knows. That means he just squeaked by 52% particularly since the bylaw is there. Say 50% you have to offer your resume not but the board has to accept. They don't have to but you have to offer, right? You daily, but you just don't, you don't even open my email. I don't even look at your emails, um, 40% with health support from Thomas Lynn, Barger, and Sarah Levinson. And that's according to people who are familiar with the tally. So, those were the three targeted directors, right? They targeted three directors, with hold campaign was a fourth. Oh three three Sarah. 11 Cent Thomas linda yo Consider. Yeah. But here's a problem. So, we know hardtner, owns, 9% of the company, so you could take, like, 10% of that, as effectively as rope like that. That's for them. Yeah, that would be fabulous. Maybe they had someone at Citigroup doing the voting and they did a fat finger vote. Yeah. Stewardship teams. Seriously. Did you just read the ISS report Levinson has been a director since Clinton's first term? She has a check mark in the proxy for Independence. 30 years after she started on this board. Yeah. She you know what her background was? She's an ex-nfl and MTV executive and she's on the board of a company that makes motorcycles. She's been there so long that I heard her say one time that she doesn't even fear going blind because she knows her way around the place so well that she doesn't matter. Yeah. She started at one point, it should infuriate. The anti woke out. It won't Point she started a woman focus.com media company called Club Mom, right? Like she's like, can't you? Where is the anti-diagonal East? It has to be with. You didn't say that's the property type of mom, just so, you know. But here's the thing, we're gonna we'll find out and we won't find out for a couple months until the filings come out if BlackRock and Vanguard voted to support Harley directors. If we voted to some. Yeah. Well, can you remind me? The story wasn't a ISS that said that they, they were not supporting this campaign ISS is fuckwit analysis. That said, they know, they said maybe good to have zeit on the board. Like it appears that this is they did not, they said vote for the Harley for people. Yeah. For all three, four all. But that's because in this case, right? That's the difference. Because there were more positives than negatives without any measurement of the positive. I'm gonna be politically Fair on this one. I they didn't know what to say, how about that. They didn't know how to they. They had a feeling and they went with it. Okay. Okay. Matt I said had they had a feeling and they just went with it. All right so just be fair. And then in the same news cycle, yeah, BlackRock wins 67% support for pay a CEO think assures on global economy. Each of the director nominees was easily elected with average Support over 98% like that one. I don't get that either. Yeah, 8%, maybe they're afraid, they're there has to be fear against voting against a block Rock director. Right? Because BlackRock is they own basically every company they must be, we spent our lock last proxy countdown, not this a week ago, Thursday talking about Black Ops best. CEO of Verizon talked about a shareable proposal brought by Jing Zao who who lost his legally is a yeah, like he's into, he's into aerosol literature. He quoted Aristotle in the Cheryl's proposal talking about how black black rock is effectively an old Archie. Yeah. Um and that the proposal was you should Have in your bylaws for every single director slot there should effectively be two directors nominated. He's still my idea what extra, everyone's steals my ideas so that it's a contested election everywhere and black rock said, no, but we did a whole show talking about how it isn't oligarchy and the amazing conflict of interest in BlackRock owns BlackRock, right? Like it owns tremendous amount of its own shares to its funds. And that the companies that BlackRock owns BlackRock votes, if their CEO is on Blackhawks board, they always vote for every single CEO board, right? Like, and the case was Verizon who we covered this week. BlackRock votes for Verizon because Hans vestberg on blackrocks board. So, you can't vote off hands Vesper from Verizon's board. If you're black rock because you think that guy's good enough to put on your board, but he's horrible when you actually look at performance metrics, not to mention that, he's way too busy to be on black rocks before. He's on the audit Committee Member we talked about how they met 15 times. And you were, you told the story about how audit committee members are they? The most overworked members of the borer, they have no doubt. Yeah more meetings, more paperwork. So, how was hands? I mean, hands is, he's, he's trying to deal with. I'm trying to get an upgraded. I want to my phone's on my Verizon plan. I know hands is hard to work out that. So how can he also do the work of the auditing? The Black Rock. I don't is it isn't like, Human capital 101 like capitalism 101. Performance. Like you you according to the data, free flow analytics, you don't perform. We're gonna fire you. He says that to every single engineer Mark Zuckerberg just said, it's all about Merit and performance. They have performance reviews for every single person they have grades in size. Become in these companies, everyone gets measured for their performance and they get measured on like a less than annual basis. They have quarterly meetings, and you know, biannual meetings, and then you're getting grades and your bonuses are built off your performance. Your bonus is built off your performance. Why is it the only place that performance doesn't seem to matter is on a board when you can demonstrate easily that every single board member on a board underperforms and they all get elected anyway, There's no interest in performance for the people. That investors stewardship teams are hiring to do a job of protecting their asset. There's not, I mean, Harley-Davidson's performance as a stock has been horrible, it's not good. They're they got backlash from the their, you know, for Dei. And then they got it backlash for their removal of D. I think they're doing everything wrong. It's been a stagnant stock. What performance are you paying this board for? Exactly. Well, maybe they're paying to me that this. Yeah, that someone didn't get voted out. Well, those two things here. First of all, I think everyone's afraid to vote against Black Rock directors. Second of all, I think maybe they're just voting because they're just they want see, you know, they want the Larry Fink to keep his job and that's the only, that's the only job that the board has it. Black rock is just don't fire the CEO so they're happy. I mean they also have a Caputo and Wagner on the board who are co-founders. So you've got plenty of found the Black Rock I'll bring up that quote, I was gonna bring up, Bob monks, he called the Sears Port, he called them full of non-performing assets. I love that. This guy's gotta beyond for me, as to be at least a few. Not, first of all, black Rockport way too big. Everyone knows that 18 is unmanageable but there have to be a few non-performing assets. But, you know what, let me just say this and then we can move on it. Maybe you don't believe completely in our methodologies and how we quantify the performance of directors on corporate boards. But can we at least to Matt's Point? Can we at least start the conversation? Can we at least start the the generation and the error of measuring the performance of board directors because yes we're living in this now, Trump 2.0 so called meritocracy. So this is one of the more important groups of people that we need to measure their performance. Right? I mean the American public is reading about the stupid Elon Musk emails asking for like send email every week, telling me your five bullet points of what good at or whatever like this to protecting class. Why? So can we at least start and if again if you don't glass Lewis I assess msci. Whoever if you don't agree with the way we do within enter the conversation, we at least have to start. We have to start doing this. We have to start supporting this idea that We need to start looking at directors, looking at their performance. We need to start aggressively voting for, and against for reasons, not just, because we just support the whole board because we don't know what else to do, right? So anyway, I just, I can't, these are these are these are the same investors who voted for Dave Calhoun and his Paypal package who voted for What evidence do you require to do your fucking? Well, I will say this and I'm not gonna make fun. Do you require, what is the minimum standard that you hold the direction? To, who do we know who was against Black Rock Cafe? Was it ISS or class Lewis or both? Do we know they both were? I think everybody at least just hear from someone from those teams. I'm not even gonna make fun of either. One of you, I'll let Matt do that. Can you at least, just tell us why, why you would shut down Pace? Say no to pay but not Target. Any directors, know, directors of Health complicit in this. Come on, tell me why? I just want to know why. Someone if you're an investor response to this, you're team. What is your minimum standard? I cannot, why are they not responsible for their work? Why no person is ever helped to some minimum State? Then you should be, you should be angry that they get paid, right? Because it's it's great for their career just to be on these boards. We know this the networking potential is massive. So You should be arguing ISS and gloss Lewis. You should be arguing against your pace and no one is actually overseeing the work they do or articulating their performance or right? So, why are they getting paid in the first place? I don't even know. It should be, they should get a paid entirely in a stock option. Charity, the stock doesn't show up above a benchmark, they should get zero zero because the networking potential here is massive when you join these boards. So if you're so so black so ISS and gloss Lewis. I'm gonna repeat if you're willing to hate the pay package, but not willing to hold anyone responsible. What you're saying is that they're not actually doing jobs, it's volunteer work. So we don't want to blame them, right? So then you should again, you should argue that, you should say, I support Damian Ross's new initiative, that all direct your page, should go to charity. Because, you know what, I think some Charities needed this year. Now that Trump 2.0 is taking over. Yeah, I think you just give it to free, the USA and free play. All right. The car too much. We got to move forward. I I, my last option here and I'm gonna shortchange it because it press releases. I saw this press release. I don't know why it's just triggered. This is Lumen Technologies of points, Michelle. Goldberg and Steve McMillan to board, strengthening companies, Ai and digital strategy. So, they do. Do they do do work directors, they do have a function. Well, I looked at both of their bios and I looked up both of these people. Michelle Goldberg is a partner at a venture capital firm and Steve McMillan is is the president of teradata corporation which does cloud data. Well, that's like their Cloud Wearhouse dress digital. So I thought, like, I guess you could say, Steve McMillan, some sort of digital strategy, but nowhere on either of them. In fact, I read an entire interview that Steve McMillan, just did who sounds like a very nice person about AI in which he said. Yeah, one day teradata needs to think about how we're going to use AI, right? Like, how on Earth are we calling this? Strengthening the company's AI in digital strategy because they own computers. It's like, literally, you could put out a press release about board members. That says, anything, that no one will ever asked. You got to this point again because we're still in this weird. World 2025, it's still at this protected, class of people where they don't, they don't have to answer to anything they there's no answer all made up and they gonna get paid regardless it's crazy, you know what they're gonna put in the proxy at Lumen Technologies, they're gonna write in things like you know, like we want to bring in more digital and AI strategy. And we've brought in these two directors and no one will even look to see if they have actual AI or digital strategy. Not to mention that they will join the board before the first vote, before the shareholder vote, they will be already on the board. They're already in the job and as we know, what's the average vote for director, 90 96%. So they're gonna get elected, no matter what. So the show holders actually have no input over anything. So anyway, so I want to hear that. I know it's going to, so he's nasdaq's Church of teens and press releases. I'm sick of hearing about stewardship teams. They need to, they need to call us more frequently and we can help them. the winner to me the the main trigger for me was definitely this NASDAQ story and I that this is just Scary to me. I all jokes aside. This is the very wrong time to be, to be like, pushing more power over to management CEOs. This is just a wrong time in history course, as if they didn't have enough power, as if anybody was sitting around being like, you know who doesn't have enough power anymore, you know, it's like it's like playing a chess Grandmaster who's kicking your ass, right? And then and then you someone handsome another queen for his right? And they can put it wherever he or she can put it wherever he wants on the table there. It's like what are we doing? I mean, come on. This is I don't understand it at. All right, let's get out of here. Headlines, winners predictions. Let's get out of here. Oh exhausted. I want to go quickly on mine. I already referenced one of mine. You Gonna Hate both of mine because they're both Elon Musk related already hate them. Elon Musk says, everyone will want their personal robot but Warren's of Terminator style, risks. I don't know how any of this is. Okay, this is okay. How was it? How was it? How no don't like it. But thank you. Ed night at NASDAQ for for basically letting us do anything. He wants to do the second headline. Unfortunately again Elon Musk but I just couldn't avoid this one. It just was Elon musk's AI. That's grok. Matt says, it was quote, instructed by my creators at xai. To accept The Narrative of white genocide in South Africa. I mean, is that weirdest headline? You see in a while that's just weird. It's like, if Geppetto was a Nazi right, like that's it. Really, and it just shows you that the scary limitation of AI in generals. All it really takes is one person to get into the code one morning and just make it do something horrible. That turn the thing on. Yeah, turn like turn the white genocide knob from off to on and most of these AI companies seem to be running either by by college dropouts or assholes. So it's like school, man. Yes. So what are we? I okay. All right, I got two one, actually the first one actually describes why there's so much antipathy from conservatives about climate change because it turns out the atmosphere is actually super woke. Here's the headline women. Tribute Les to climate heating emissions than men's. Okay, well you know you see ya? See I love this headline because it does give you a different understanding of the world, which is that it really is the men in power who are contributing to climate crisis, right? So I it does it give you another understanding of why these types of men in power hate the atmosphere climate scientists so much, right? They like, I just think they're pissed at the actual atmosphere because they remind them that women are better at stuff, right? Like, I think that's my second. Why you need, one leadership people's why I do these stupid shows. Come on. Oh, I want to repeat you. It was like, what is it, like, less than 10% of companies have a woman in power? I mean, it's still ridiculous 2025. No one talks about it, no one talks a stupid. I do have a Elon Musk one all. So Elon, musk's Pro Trump Pac, fail to pay swing state petition signers. New Legends, you remember, Remember when he was gonna pay you for your vote and he didn't pay you, you got duped by a guy who literally pays no one that he doesn't want to does. That's, that's my headlines and the women win. I think the headlines who's your winner for the week. Olivia Tyson. Oh, I like for being sir, for being the nepo baby that no one has ever really gonna notice because she's standing next to John R Tyson she's gonna be the winner no matter what right? I mean this is just she's just always gonna be the better nepo baby. At Tyson Foods always. I did see a picture of Olivia Tyson at a debutant ball. Yeah. And I'm pretty sure she's 14 years old. I don't know what she's doing. Well, maybe you're an internet is backdated like the option to Steve held Helmsley United Healthcare. Yeah. For me was the a in AI because Elon is actually proving you don't need the intelligence part. You just need the artificial part. That's all we we should stop calling it. AI. Brock is not AI. It's just a, you know, where is it? Where is RFK Jr? Anyway, to get rid of that. He hates all those like artificial ingredients. He does. He does what normal intelligence? What about non College, Dropout intelligence. Can we get back to that? No we can't predictions after this is a this is my prediction stupid. It's just a plug for a podcast. I'm on this week that I want people to go listen to him down. Lord. After Disney CEO, Bob Iger. Here's me on the responsible investor podcast with Gina gambetta. He sends a cease and desist letter forcing me off all podcasts until 1,001 years after the death of the next. Pope, the next Pope, oh, it's a king Clause, but for popes. Yeah, but check out the responsible investor podcast. I had fun, we talked about ESG proposals in the Trump 2.0 error. So thanks to Gina proxy season, so far, we'll see that. I haven't heard it. I actually, I might actually go down. You don't, you don't need to hear me anymore, but listen. I I have a short prediction, my prediction is that Exxon? Mobil sues, the nlpc for its exempt solicitation and the result of the lawsuit is no one knows who to root. Oh interesting and NLP. I would just, I don't know, I don't know how to do it really. I'm here we are free float. Come back next week where Got shot on Tuesday and we gotta show on Friday, out of the free flow media business pants. We've got proxy countdown on Thursday and our sister pod by Mike Levin and Ann Lipton Sheryl. The Primacy comes out, next Wednesday, go get all of those. We are talking. If you want to do a podcast we are looking for another host who's an interesting human being because we have people lying to be human being. They can be a but not AI. We've already got the eye. We just need the a. So if you're interested in something like that, do you love us know? Otherwise, we'll be back next week until then good.