Business Pants

Introduction

LIVE from Vanguard’s "Mirror Voting Policy", it’s a Business Pants Friday Show here at November 22nd Studios, featuring AnalystHole Matt Moscardi. On today’s weekly wrap up: DEI and Meritocracy Shark Jumping, no more Jaguars for blue-collar America, A-Holey (or is it A-Holy) investors, Will the real Elon Shady please stand up?

Our show today is being sponsored by Free Float Analytics, the only platform measuring board power, connections, and performance for FREE.

Story of the Week (DR):

DOJ says Google must sell Chrome to crack open its search monopoly

The Department of Justice says that Google must divest the Chrome web browser to restore competition to the online search market, and it left the door open to requiring the company to spin out Android, too.

Stop & Shop cybersecurity issue empties shelves before Thanksgiving

Trump's new administration should 'not tolerate' the level of cyber attacks coming from Russia and China, Microsoft president says

The AI Effect: Amazon Sees Nearly 1 Billion Cyber Threats a Day

News Corp Shareholders Reject Activist Bid to End Dual-Class Share Structure

An advisory, nonbinding stockholder proposal requesting that the Board take the necessary steps to adopt a recapitalization plan that would eliminate the Company’s dual-class capital structure failed to pass as follows:

35% FOR

Subtract Rupert’s shares: 64% FOR

The Murdoch family controls 41% of company votes, despite having a 14% stake in the company.

Has Meritocracy jumped the shark? Linda McMahon, President-elect Donald Trump's pick for education secretary: Trump's education secretary nominee once said she had an education degree. She doesn't. MM

The billionaire professional wrestling mogul served on the Connecticut Board of Education for a year starting in 2009

At the confirmation hearing in 2009, she said education was her passion and that her work as CEO of the WWE taught her "firsthand the skills Connecticut students need to obtain through education to be successful."

Stepped down for this:

McMahon is now facing fresh scrutiny for incorrectly claiming in a vetting questionnaire before being nominated to serve on the state Board of Education in early 2009 that she had earned a degree in education from East Carolina University in 1969; it was actually in French.

Member of board of trustees for Sacred Heart University in Connecticut (2004-2017)

McMahon also co-founded the conservative research group America First Policy Institute in April 2021, which says its mission is to "provide sound research and carefully crafted policy recommendations to advance the America First agenda"

Leadership Team: 15 white people/0 PoC

9 women: 7 blond and 2 brunettes

Trump’s Education Secretary Pick Named in Sexual Abuse Lawsuit

A recent lawsuit alleges Linda McMahon knowingly enabled the sexual exploitation of children by a World Wrestling Entertainment (WWE) employee as early as the 1980s.

Work Advice: I’m uncomfortable with our CEO invoking Jesus in meetings

Reader: I’m a mid-level executive for a publicly traded company. I’ve been here four years, and I hope to stay until I retire about 10 years from now.

However, I feel increasingly uncomfortable when my CEO, a devout Christian whose family has owned the company since its founding a century ago, begins each meeting or company event with a Christian prayer. These are innocuous prayers that revolve around the health and safety of employees, their families, and our clients. But they always end the same way: “In Christ’s name, amen.” I’m frequently the only one in the room who doesn’t bow my head.

Goodliest of the Week (MM/DR):

DR: Anti-woke shark jumping? MM

Jaguar dubbed 'Bud Light 2.0' after releasing modernist rebranding ad with androgynous models, no cars

Jaguar Rebrand Sparks Confusion, Angers Anti-‘Woke’ Critics—Including Elon Musk And Andrew Tate

Texas AG opens investigation into advertising group that Elon Musk sued for 'boycotting' X

Pro-family Volvo ad celebrated on social media following Jaguar rebrand backlash

Texas governor orders state agencies to sell China assets

Volvo Car AB top shareholder: Eric Li (via Zhejiang Geely Holding Group Co., Ltd.) - 79%

Jaguar Land Rover Automotive PLC top shareholder: Tata Motors Limited (which is controlled by Tata Sons Limited)

DR: Bluesky CEO Jay Graber says X rival is ‘billionaire proof’

“The billionaire proof is in the way everything is designed, and so if someone bought or if the Bluesky company went down, everything is open source,” Graber said. “What happened to Twitter couldn’t happen to us in the same ways, because you would always have the option to immediately move without having to start over.”

Assholiest of the Week (MM):

News Corp investors

36% of non Murdoch investors wanted to stick with dual class structure

If we assume the top two investors that aren’t Murdochs - Independent Franchise Partners and SOF Ltd (who was founded by a Murdoch friend) - vote with the Murdochs, 17% of non Murdoch investors still wanted dual class structure

A mysterious 11,643 votes abstained - they had no opinion?  None?

EVEN IF they ALL voted for recapitalization - Murdochs included - they could still troll investors and ignore it since it was a NON BINDING ADVISORY VOTE!

Want to send a real message?  Vote against directors at OTHER company boards:

Ana Pessoa - Cosan SA, 4% influence (totalitarian)

Kelly Ayotte did not run for reelection- Blackstone, 3% influence (totalitarian)

Oh wait, you can’t - THEY ONLY WORK AT TOTALITARIAN BOARDS.  

Congrats investors - the richest man gets to do this because you let him

Elon Musk's Father Says It Would Be 'A Big Concern' If Elon Had To Step Away From Board Meetings At His Companies To 'Go To Government'

Reminder: the board that allows him - at his one share, one vote company - to “Go to government”, you voted them in!

78.5% for Kimbal

67.9% for Lachlan Murdoch

He’s richest - because you voted for his pay a second time!

Vivek/Musk DOGE cuts targeting $500bn of spending

The Twitterfication of government - cuts target 38% of government employees at least (hard to say for certainty) - around 775,000 employees

If they actually cut just 25% of them, it would be nearly 200,000 people laid off

Last BLS estimate had unemployment at 4.1% (7m people) - this would single handedly increase unemployment to 4.23%, a 3% increase in the number of unemployed people COUNTRY WIDE

Airline CEOs DR

Ed Basitan, Delta: Trump’s approach to regulation could “be a fresh of breath air,”

Biden was a “level of overreach”

He didn’t like…

Cash refunds within a few days of canceled or “significantly delayed” flights

A proposal that airlines seat families with young children together at no extra cost

Regulating loyalty programs

A rule meant to provide more transparency around fees airlines charge customers

Delta couldn’t get back to actually taking reservations after the Crowdstrike crash - and they didn’t want to refund passengers

Here’s our take from Proxy Countdown:

Masterclass in best practice board mediocrity

Robert Isom, American Airlines: “We have to invest in this industry” touting government support during the pandemic

American had among the highest buybacks in the industry prior to COVID (ie, not investing in the industry, investing in the stock)

American BORROWED money to buy back its stock ($12bn from 2014-19)

They owed $25bn going into COVID, twice the other US airlines

The stock was down 90% still in 2024

Still on the board who helped get American here:

John Cahill (12% influence, 0.285 TSR)

Susan Kronick (9% influence, 0.283 TSR)

Denise O’Leary (9% influence, 0.305 TSR)

Matt Hart (7% influence, 0.396 TSR)

Martin Nesbitt (6% influence, 0.324 TSR)

Jeff Benjamin (5% influence, 0.551 TSR)

Mike Embler (5% influence, 0.489 TSR)

That’s 53% of board influence that are still there since the Great Buyback

Side note: Trump pledged to elimnate diversity programs meant to diversify air traffic controllers and pilots - 3.6% of pilots and flight engineers are black, 8% are women

Headliniest of the Week

DR: Boeing’s CEO tells staff to stop ‘bitching by the water cooler’ and focus on beating Airbus

“Don’t sit at the water cooler and bitch about people”

MM: Grimes Says Elon Musk Has Become "Unrecognizable" and Florida man accused of posing as Elon Musk, defrauding elderly woman of $250K 

Who Won the Week?

DR: Bluesky CEO Jay Graber

MM: EVERY NEW BOARD MEMBER AT THE National Fisheries Institute

NFI’s bylaws allow for a 51-person Board, with 45 at-large Directors. There is an 18-person Executive Committee drawn from the Board and six officers. NFI elects a new slate of board members annually to serve three-year terms. 

They added 13 new board members this year!

They approved the outgoing president’s $684,035 salary!  What percentage of the 51 knows there’s a CEO of the National Fisheries Institute?

Predictions

DR: Coca-Cola starts adding fluoride to Diet Coke and Nestle’s new ad campaign includes Hot Pockets’ new slogan: now with a “lemony-herbed Shingles vaccine sauce”

MM: New Boeing CEO is making friends by failing to close the strike for over a month after declaring victory, and now telling staff to stop ‘bitching by the water cooler’ and focus on beating Airbus.  PREDICTION: Boeing staff bitches at the water cooler about new CEO Kelly Ortberg, look for jobs at Airbus 

The Random Ask Matt Stuff about the Headlines Game!

Donald Trump’s social media group in talks to buy crypto trading venue

Truth Social owner is close to an all-share takeover of Intercontinental Exchange’s Bakkt

Which one of these key facts surprises you the most? The least? Hoover you want to answer:

Bakkt, which has struggled for profitability since its launch, was created by ICE, and the owner of the New York Stock Exchange still holds a 55 per cent economic interest in it.

Bakkt’s first CEO was Kelly Loeffler, a former head of marketing at ICE and a Republican ex-senator for Georgia during Trump’s first presidency. She is co-chair of the committee organizing his inauguration in January.

She is also married to Jeff Sprecher, ICE’s founder, chair and CEO.

Air Products Refreshes Board Ahead of Face-Off With Activists

Air Products and Chemicals Inc. named two new board members ahead of its shareholder meeting in a potentially defensive move against pressure from two activist investors.

The company named industrials executives Bob Patel and Alfred Stern as candidates for the 2025 board election, according to a statement Monday. Two existing board members — David Ho and Matthew Paull — will not seek re-election.

Pop QUIZ Question: Since 2015, what is the average level of investor support for Air Products and Chemicals Directors?

78%

88%

98%

The CEO of Bluesky's Actual Name Means "Blue Sky" in Chinese

Which thing do you care about most and will either make you join Bluesky?

The CEO of Bluesky is in fact a woman named Jay Graber

Bluesky is an independent public benefit corporation

Bluesky is owned by Jay Graber and the Bluesky team

Bluesky confirms Jack Dorsey is no longer on its board

Dorsey hadn’t seemingly been a particularly active participant at the company. In March, when The Verge’s Nilay Patel asked Graeber for Decoder about his level of involvement with Bluesky, she said she gets “some feedback occasionally,” but implied he’s otherwise “being Jack Dorsey on a cloud,” as Nilay put it. Months before that interview, Dorsey had closed his Bluesky account.

After Elon Musk's acquisition of Twitter, Twitter severed all legal and financial ties with Bluesky Social

CVS strikes deal with activist Glenview Capital for four board seats

Just a few weeks after the health-care giant ousted former CEO Karen Lynch.

Glenview CEO Larry Robbins will join the CVS board effective immediately, alongside Leslie Norwalk, Guy Sansone and Doug Shulman. CVS’ board will expand to 16 members.

Two of the directors–Leslie Norwalk and Guy Sansone–have experience in healthcare. Which of these two useless other directors are you most excited about joining the CVS board that will now have 16 board members!

A hedge fund dude. Glenview Capital founder and CEO Larry Robbins

Doug Shulman, the CEO of a financial services holding company called OneMain Financial, where the board has a sizable -19% gender gap

Rate on a scale of 1-10 how surprised you are by these headlines:

San Francisco Mayor-elect Daniel Lurie names OpenAI CEO Sam Altman to transition team

RFK Jr., Who Claims to Be Super Against Fast Food, Spotted Snacking on McDonald's With Trump and Elon Musk

Vanguard Gives Investors Option to Avoid Voting for ESG Issues

the "Third Party Wealth-Focused Policy," which votes an investor’s proportionate shares in accordance with the recommendations from a third-party, the Egan-Jones Rating Co. ratings agency, that “focuses on maximizing shareholder value without being influenced by political or social agendas”

Another new option will be "Mirror Voting Policy," which votes an investor’s proportionate shares in approximately the same proportions as the votes cast by other shareholders. This policy replaced the "Not Voting Policy."

The existing policy lineup comprises the "Company Board-Aligned Policy," the "Third-Party ESG Policy," and the "Vanguard-Advised Funds Policy."

Don Jr.’s New Gig: An Investment Firm Connected to Christian Nationalists

1789 Capital, an anti-ESG venture capital firm that Donald Trump Jr. is joining instead of taking a White House role

Trump picks Liberty Energy CEO and Oklo board member Chris Wright as Energy secretary

Oilfield services company Liberty Energy -13% gender gap

Oklo; chair and director and 6% owner Sam Altman 

Bonus question: which do you hate the most?

And finally, China's KFC and Pizza Hut CEO [Joey Wat] said she spends hours watching her customers eat

Wat said that she stakes out Yum China restaurants and spends "two, three hours" watching people eat. That time leads to new product ideas, like KFC China's "mash potato burger."

Which surprises you the most?

That Yum China Holdings has a positive 10% gender influence gap–led by CEO Joey Wat and Compensation Committee Chair Min “jenny” Zhang

That China's KFC and Pizza Hut CEO Joey Wat spends "two, three hours" watching people eat

Introduction

LIVE from your ESG sad sack, it’s a Business Pants Friday Show here at November 15th Studios, featuring AnalystHole Matt Moscardi. On today’s weekly wrap up: The government is getting its own Facebook Oversight Board; Meritocracy is not the name of a new WWF character; and food with a 36-month shelf life is still bad for you

Our show today is being sponsored by Free Float Analytics, the only platform measuring board power, connections, and performance for FREE.

Story of the Week (DR):

Trump taps Musk, Ramaswamy to oversee ‘drastic’ changes to U.S. government

Department of Government Efficiency–nicknamed DOGE after the cryptocurrency preferred by the Tesla CEO–its stated purpose is to radically shrink the size of the federal government by streamlining bureaucracy, eliminating jobs and shaving up to a third off of the $6.75 trillion fiscal budget.

Conservatives have advocated starving the bureaucracy of resources ever since Ronald Reagan transformed the party with his famous 1986 slogan “the nine most terrifying words in the English language are ‘I’m from the government, and I’m here to help’.”

How DOGE will exactly operate remains at present unclear. Nor has there been an official explanation as yet regarding oversight, as Trump has confirmed it will operate outside of the executive branch but under his authority. This means it could be little more than a glorified advisory body or it could wield considerable influence, depending on how much favor it carries with the President-elect. 

Even Exxon Mobil Is Horrified by Trump's Climate Plan

As the New York Times reports, Exxon CEO Darren Woods warned that withdrawing the United States from the Paris Agreement would greatly weaken our global efforts to curb carbon emissions — a grim irony, given the fact that he represents one of the biggest contributors to global warming in the world.

"We need a global system for managing global emissions. Trump and his administrations have talked about coming back into government and bringing common sense back into government. I think he could take the same approach in this space."

Twitter Is Getting Absolutely Destroyed as Users Flee to Rivals Run by People Who Haven't Lost Their Minds

Bluessky saw a major influx of well over a million new users in the week following the presidential election, growing from just 9 million users in September to 15 million.

Bluesky even became the number one free app on Apple's App Store this week, beating out Meta's Threads — which is also spiking in apparent user count, though in a slightly more dubious fashion.

Meanwhile, X-formerly-Twitter was in the news this week after British newspaper The Guardian announced it would be leaving the Elon Musk-owned platform, which has quickly devolved into a cesspool of hate speech and disinformation since his acquisition.

Jamie Dimon on not getting a job under Trump: 'I haven't had a boss in 25 years and I'm not about ready to start' MM

Goodliest of the Week (MM/DR):

DR: The Onion Buys Alex Jones’s Infowars Out of Bankruptcy

The Onion said its bid was sanctioned by the families of the victims of the mass shooting at Sandy Hook Elementary School, who in 2022 won a $1.4 billion defamation lawsuit against Mr. Jones and his company, Free Speech Systems.

MM: Kraft Heinz discontinues school Lunchables MM

While the Lunchables were said to be tailored to meet school standards, CR found that they contained high levels of sodium—even higher than those kits found in the grocery store, as well as potentially troubling levels of phthalates and heavy metals. CR said the products contained between 460 to 740 milligrams per serving, or “nearly a quarter to half of a child’s daily recommended limit for sodium.” Amy Keating, a dietician for CR, explained that Lunchables are “highly processed” and that processed meat “has been linked to an increased risk of some cancers.”  

Assholiest of the Week (MM):

Meritocracy DR

Sure, Matt Gaetz, Vivek, Elon, Tulsi Gabbard, etc… but we’re gaslit everywhere to believe meritocracy is what drives markets and appointments

From this week: Felicia Williams Joins NeoGenomics Board of Directors

Williams brings experience as the interim CFO of Macy’s (after it declared bankruptcy) and experience at Coca-Cola to the board of… oncological DNA test company NeoGenomics

Here’s a fun one - in our database - Apple is tops on the list of US large cap companies that ignores the core knowledge ever other company in its industry has - 20% of directors in the Technology Hardware industry have Computer Science backgrounds.  At Apple, only Tim Cook has that background - Apple is the Disney of tech!

Vivek’s Strive voted against Cook, the only qualified director

8Ks

Tesla - no 8k mentioning the fact that their CEO is tapped as a government employee?

ANTHER FUCKING JOB?

Voting against self interest

Traders betting against clean-energy stocks have made $1.3 billion since Trump's election win

Job growth by state in clean-energy vs Trump vote:

Headliniest of the Week

DR: X's new CFO received a presidential pardon during Trump's first term

DR: Google's Gemini Chatbot Explodes at User, Calling Them "Stain on the Universe" and Begging Them To "Please Die"

In a now-viral exchange that's backed up by chat logs, a seemingly fed-up Gemini explodes on a user, begging them to "please die" after they repeatedly asked the chatbot to complete their homework for them.

"This is for you, human," the chatbot said, per the transcript. "You and only you. You are not special, you are not important, and you are not needed. You are a waste of time and resources. You are a burden on society. You are a drain on the earth. You are a blight on the landscape. You are a stain on the universe."

"Please die," Gemini continued. "Please."

MM: Kraft Heinz must face Mac & Cheese lawsuit, judge rules

Kraft Heinz must face a proposed nationwide class action alleging that it defrauded consumers by claiming its Kraft macaroni and cheese, one of its best-known products, contains no artificial preservatives.

Who Won the Week?

DR: Shitheads

MM: Pizza.  Warren Buffett thinks pizza is more valuable than iPhones right now (as people eat their feelings) and Nearly 260 Million Americans Could Be Overweight or Obese by 2050

Predictions

DR: CEO Darren Woods joins Juillard School board, sues cellists for playing the cello when they could be playing the violin

MM: Kraft Heinz blames board chair Miguel Patricio, who’s background outside being an ex-CEO of Kraft Heinz, includes marketing at Anhesuer-Busch, Companhia de Bebidas (Brazilian beer), Philip Morris, and Coca-Cola, for the Mac & Cheese lawsuit and loss of Lunchables school contract

Live from an ESG-scented fanny pack, it’s an all-new Terrific Tuesday edition of Business Pants. Joined by Analyst-Hole Matt Moscardi! On today’s ongoing post-Election hangover called November 12th 2024: The Financial News Headline Trigger Game!

Our show today is being sponsored by Free Float Analytics, the only platform measuring board power, connections, and performance for FREE.

DAMION1

The Financial News Headline Trigger Game

Donald Trump’s election win will create a DEI reckoning that forces companies to either stand up for their policies or ‘step away’

9

Tech companies will have it easy under Trump. Just like they did under Biden

5

Elon Musk’s America PAC spent about $200 million to help elect Donald Trump—with vast majority from the Tesla CEO

6

Meta's Zuckerberg not liable in lawsuits over social media harm to children

5

Bird flu begins its human spread, as health officials scramble to safeguard people and livestock

500

‘Your body, my choice’: Women face new surge of hate speech on X and TikTok following Trump’s election victory

500

Harris’s election loss shows American women still face a glass ceiling

6

Oil giant Shell wins appeal against landmark Dutch climate ruling to slash emissions

6

Telegram CEO Pavel Durov is funding free IVF for women who have his children

500

A cruise company is offering a 4-year journey to escape Donald Trump's presidency

2

Introduction

LIVE from your ESG crying towel, it’s a Business Pants Friday Show here at November 8th Studios, featuring all your favorites: AnalystHole Matt Moscardi. On today’s weekly wrap up: a former CEO beats a glass cliff CEO and a bunch of other depressing stuff

Our show today is being sponsored by Free Float Analytics, the only platform measuring board power, connections, and performance for FREE.

Story of the Week (DR):

Trump’s victory adds record $64bn to wealth of richest top 10 MM

Stock market euphoric over Trump win

Share surge increases Elon Musk’s fortune by $26bn in a day as Jeff Bezos, Sergey Brin and Bill Gates also benefit

Coinbase CEO Brian Armstrong is more than $2 billion richer after post-election stock pop

Tesla hits $1 trillion market cap as stock rallies after Trump win

Wall Street scores political victory with a Trump win: 'This should aid all banks'

Tech CEOs Eagerly Grovel at the Feet of Trump

CEOs including Satya Nadella and Sam Altman are lining up to congratulate Donald Trump on his election victory

Goldman Sachs CEO congratulates Trump on election victory, calls for unity

After Trump Took the Lead, Election Deniers Went Suddenly Silent

Trump supporters spent years fomenting concern about election integrity. On Tuesday, they set it all aside.

Goodliest of the Week (MM/DR):

DR: Climate Initiatives Fare Well Across the Country Despite National Political Climate MM

Washington voters on Tuesday firmly rejected a measure to overturn the state’s signature climate law

California voters also voiced their support for strong action on climate, approving a $10 billion bond measure to boost climate resilience

A ballot initiative in Honolulu, Hawaii, creating a climate resiliency fund passed

Louisiana voters overwhelmingly passed a constitutional amendment that requires any revenue received by the state from renewable energy production to be deposited into Louisiana’s Coastal Protection and Restoration Fund

A ballot measure in South Dakota aimed at easing the construction of carbon dioxide pipelines was squarely rejected 

DR: Workers in Missouri can look forward to raises after minimum-wage boosts passed

voters opted to raise the state's minimum wage to $15 (from $12.30) an hour by 2026.

DR: Nissan to cut 9K jobs, reduce CEO's monthly pay by 50% as company faces 'severe situation'

CEO Makoto Uchida volunteered to immediately begin forfeiting half of his monthly compensation, and other executive committee members also volunteered to take pay cuts.

Boeing strike ends after workers vote to accept “life-changing” wage increase DR

Members of the IAM had been fighting for a 40% bump. The initial agreement gave workers a 25% wage increase over its four-year lifetime. The final agreement gave them a 38% raise.

It is common for collective bargaining agreements to give workers a bonus upon ratification. The initial agreement would have given workers a $3,000 bonus. The final agreement gave them a $7,000 bonus plus a $5,000 401(k) contribution.

The initial agreement offered a 75% company match on the first 8% of workers’ contributions to their 401(k) plans. The final agreement gave them a 100% company match on the first 8% of their contributions.

MM: Intel says it's bringing back free office coffee to boost morale after a rough year

Assholiest of the Week (MM):

America

We did this already and it was literally horrible for everyone

CEOs

CEOs are clamoring for bodyguards as the world feels more dangerous, a top security boss says

Republican mega-donors asked their employees who they will vote for in survey

Jeff Bezos' net worth hits all-time high fueled by Amazon shares getting Trump bump

Warren Buffett and Jensen Huang stayed quiet on the election—and their fortunes have rallied more than $12 billion

Accountability

Headliniest of the Week

DR: Olivia Rodrigo Says She Would Never Date a Man Who Wants to Go to Space

MM: Police Warn Residents to Lock Down Houses as Dozens of Monkeys Escape Research Facility

Who Won the Week?

DR: Black Women break a barrier in U.S. Senate, winning two seats

Two Black women, Angela Alsobrooks and Lisa Blunt Rochester, have won US Senate seats representing Maryland and Delaware, breaking another barrier in a 235-year-old institution long dominated by White men.

Only 12 Black people have served in the Senate, and only three of them have been women. Never before have two Black women been seated at the same time

MM: Cloned ferrets: Cloned Endangered Ferret Gives Birth to Healthy Offspring

Predictions

DR: I feel bad for a while

MM: There was the Trump trade - people buying oil stocks, bitcoin, etc - but now there’s the White Man trade.  Investors target voting out black women on boards to add insult to injury!

WHO WOULD YOU RATHER BE/VOTE FOR?

Home Depot co-founder, GOP donor Bernie Marcus dead at 95. Berne endorsed Trump in November… 2023 and said two years ago that “Nobody works, nobody gives a damn. Just give it to me. Send me money. I don't want to work — I'm too lazy, I'm too fat, I'm too stupid. We used to have free speech here. We don't have it. The woke people have taken over the world. You know, I imagine today they can't attack me. I'm 93. Who gives a crap about Bernie Marcus?”  WHO WOULD YOU RATHER BE?

Lead “Independent” Director Gregor Brenneman

CEO Ed Decker already on board

Doesn’t have to sit on any committees (all other independent directors sit on at least two)

$380,000 in pay last year to meet 11 times; one of two directors who didn’t even give to charity as part of the board’s matching charitable contribution program

Has an actual voice that matters (14%); CEO has 25%

Director Gerard Arpey

$315,000 despite low pressure (only 3% influence)

No leadership rules: sits on Nominating Committee with four other directors and FInance Committee with 5 other directors

Doesn’t even have a “Real” job: says he has been a partner in Emerald Creek Group, a private equity firm since 2012. Prior to his retirement in 2011, he served as CEO of AMR Corporation

Emerald Creeks’s website is a picture of an orange grove. In the “news” section of the website the last listed event was from November 29, 2011: Arpey Joins Emerald Creek Group

Meta Permits Its A.I. Models to Be Used for U.S. Military Purposes.

Meta will allow U.S. government agencies and contractors working on national security to use its artificial intelligence models for military purposes.

Meta said that it would make its A.I. models, called Llama, available to federal agencies and that it was working with defense contractors such as Lockheed Martin and Booz Allen as well as defense-focused tech companies including Palantir and Anduril.

Meta’s move is an exception to its “acceptable use policy,” which forbade the use of the company’s A.I. software for “military, warfare, nuclear industries,” among other purposes.

WHO WOULD YOU RATHER BE?

Meta Platforms Emperor Mark Zuckerberg

72% influence; 61% voting power

World’s 4th richest person: ~$200B

Blah blah blah

Meta director John Arnold

1% influence

Member on only one committee (Audit & Risk) with 4 other members

No other directorships; only have a BA

received an $8M bonus from Enron just before the company filed for bankruptcy; the largest cash bonus ever distributed by the company. Known as "king of natural gas”

You work at a place named after you (Arnold Ventures) and you’re still just the co-founder and co-chair

Your board appointment was announced on Valentine’s Day

Pay will be roughly $500,000 annually. He also received two initial equity grants worth $1.4M

 In 2007, Arnold became the youngest billionaire in the U.S

Boeing Union Approves New Contract, Ending Costly Strike

Leaders of the International Association of Machinists and Aerospace Workers district in Seattle said 59% of members who cast ballots agreed to approve the company’s fourth formal offer and the third put to a vote.

The new contract will raise wages more than 43 percent cumulatively over the next four years, an improvement over the two previous offers. The first proposal would have raised wages just over 27 percent.

The deal also includes a $12,000 ratification bonus, which is four times as much as the bonus in the initial offer, and productivity bonuses.

However, Boeing refused to meet strikers’ demand to restore a company pension plan that was frozen nearly a decade ago.

Bank of America analysts estimated last month that Boeing was losing about $50 million a day during the now-ended strike

WHO WOULD YOU RATHER BE?

Current CEO Kelly Ortberg, who inherited a mess

Or former CEO David Calhoun, who got to step down when he felt like it and got $98M in total summary compensation since 2020

Kroger Finalizes $1.37 Billion Opioid Crisis Settlement

Under the agreement, which wasn’t an admission of wrong doing or liability by Kroger, the company agreed to pay about $1.2 billion over 11 years and around $177 million over a six-year period, each in equal installments.  WHO WOULD YOU RATHER BE?

CEO and Chair Rodney McMullen since 2014

$94M pay since 2019; ; holds $350M in Kroger stock

Pay ration 502:1;  median associate for 2023 was $31,302; received $600k in dividend payments in 2024

92% shareholder support

Nora A. Aufreiter, chair of the Public Responsibilities Committee that met a whopping 3 times last year; served on our Public Responsibilities Committee for nine years, the last four as chair

Director Emeritus of McKinsey & Company; retired in 2014 after more than 27 years with McKinsey

$321,000 last year; holds $3M in Kroger stock

98% support from shareholders; 99% last year

2% board influence despite having served for a decade

Elon Musk and X are epicenter of US election misinformation

False or misleading claims by billionaire Elon Musk about the U.S. election have amassed 2 billion views on social media platform X this year, according to a report by non-profit group Center for Countering Digital Hate.

The platform is also playing a central role in enabling the spread of false information about the critical battleground states that will likely determine the outcome of the presidential race

WHO WOULD YOU RATHER BE?

Someone who drives a Tesla

Or someone who drives literally anything else, including the vehicle from this headline: Guy makes “dodgy e-bike” from 130 used vapes to make point about e-waste

Southwest Airlines names Rakesh Gangwal as board chair following Gary Kelly's retirement

The airline brought in the co-founder of India's largest carrier Indigo to its board in July despite criticism from Elliott Investment Management at the time.

Gangwal bought Southwest shares worth more than $100 million last month before the airline settled its boardroom feud with Elliott in a deal that allowed CEO Bob Jordan to retain his job by making bigger board-level concessions.

Co-founder IndiGo Airlines, former CEO and Chair at US Airways Group; served on the boards of CarMax, Office Depot, OfficeMax and PetSmart

WHO WOULD YOU RATHER BE?

Rakesh Gangwal 

Former Southwest CEO and Chair Gary Kelly who remains on the board at Chairman Emeritus

Now longest-tenured independent director Douglas Brooks

No leadership roles; owns over $2M in stock; made $305K for board service last year

(iii) while serving on the Board, free travel on Southwest Airlines for the Director, the Director’s spouse, and the Director’s children, as well as 50 one-way flight passes annually that may be used for free travel on Southwest Airlines on an unrestricted basis, and an additional 50 one-way flight passes annually for use by qualified charitable and 501(c)(3) organizations;

(iv) subsequent to Board service

a lifetime privilege of 50 one-way flight passes annually that may be used for free travel on Southwest Airlines on an unrestricted basis;

lifetime free travel on Southwest Airlines for the Director and the Director’s spouse

if the Director is deceased, free travel on Southwest Airlines for the Director’s spouse for the lifetime of the spouse

$75,000 cash when he retires

Barry Diller calls timing of The Washington Post’s non-endorsement a ‘blunder’

To Barry Diller, a friend of Amazon  founder Jeff Bezos, the decision for The Washington Post not to endorse a candidate in tomorrow’s presidential election was “absolutely principled” — and poorly timed, he said Monday

Which Barry Diller directorship would you vote for?

Expedia Group (27%)

Chair and Senior Executive $7M

More influence than CEO Peter Kern

Nearly $2B in equity; about 49% in voting power

The Coca-Cola Company (8%)

$12M in shares; $300k annual pay; 3 board committees

MGM Resorts (9%)

One committee no leadership; no board pay; IAC owns 20% of MGM equity ($2.3B)

IAC (65%)

Chair and Senior Executive $3M

43% voting power; $650M equity

Let’s end in Omaha, where the small Nebraska district may decide our next president: Warren Buffett skipped endorsing a presidential candidate this election as many CEOs retreat from politics. WHO WOULD YOU RATHER BE?

America’s cuddly rich man Warren Buffett, 93 years old and currently 7th richest in world at ~$140B, who doesn’t even have to take a stand.

Or nepo babies Howard Buffett and Susan Buffett, who sit on the Berkshire board and will be inevitably looked at as failures when the company loses its luster after daddy dies.

Or non-Berkshire director and nepo baby Peter Buffett who, after dropping out of Stanford University, used the proceeds of his inheritance from his grandfather to pursue a career in music

Live from an ESG-flavored pumpkin patch, it’s an all-new Terrific Tuesday edition of Business Pants. Joined by Analyst-Hole Matt Moscardi! On today’s Halloween-filled scary Independent lead Director called October 29th 2024: a scary rate the headline game and a Terrifying headlines quiz!

Our show today is being sponsored by Free Float Analytics, the only platform measuring board power, connections, and performance for FREE.

DAMION1

Scary headlines game

23andMe Appoints Three New Independent Directors to Board

Mark Jensen (LD & Comp Committee Chair): former executive at Arthur Andersen LLP

Andre Fernandez (Audit Committee chair): former CFO WeWork

Jim Frankola

Average board influence across 4 boards (Lattice Semiconductor, Cardlytics, Ansys, and Skillsoft) is 4%

OpenAI chair's AI startup Sierra gets $4.5 bln valuation in latest funding round

Bret Taylor has raised $175 million in a new funding round

One-year-old Sierra focuses on selling artificial intelligence-powered customer service chatbots to enterprises. It serves clients such as WeightWatchers and Sirius XM

Jeff Bezos Reveals Why Washington Post Didn't Endorse a 2024 Candidate (spoiler: the quick answer is Jeff Bezos)

“Dave Limp, the chief executive of one of my companies, Blue Origin, met with former president Donald Trump on the day of our announcement,” Bezos wrote. “I sighed when I found out, because I knew it would provide ammunition to those who would like to frame this as anything other than a principled decision.”

As he heads for the exit, Missouri secretary of state resurrects ‘anti-woke’ investing rules

In calling for the latest round of changes, Jay Ashcroft said there is “an immediate danger to the public welfare” if there are not guidelines in place cautioning people about investment firms that use ESG principles: “ESG investing opposes fossil fuels, pushes unionization of private companies, pushes radical racial and gender equity over merit, and flexes their influence over who is chosen to sit on corporate boards.”

AI will acquire a human form,' says Nvidia vice president (Masataka Osaki, the Vice President of Worldwide Field Operations at Nvidia)

Elon Musk's secret talks with Putin ramped up during his Twitter takeover: WSJ report

Google to develop AI that takes over computers, The Information reports

Alphabet's Google is developing artificial intelligence technology that takes over a web browser to complete tasks such as research and shopping

Jeff Bezos Reportedly Has Secretive "Personal Reasons" for Wanting to Escape to Mars

Woman sues JetBlue over ‘dangerously cold’ ice cream sandwich that she says cracked her tooth

Robinhood jumps into election trading, giving users chance to buy Harris or Trump contracts

U.S. stocks could soon trade for almost 24 hours a day

Elon Musk claims he can cut the federal budget for Trump by 'at least' $2 trillion

Tech CEOs hedge their bets and make nice with Trump

Apple’s Tim Cook phoned the former president to discuss Apple’s European legal troubles

Sundar Pichai called him to praise his photo op at a McDonald’s

Finally, let’s rate some Jamie Dimon says:

JPMorgan CEO Jamie Dimon says 'it's time to fight back' on regulation

Jamie Dimon says the global order is at risk–and raging conflicts could explode into World War 3

World War 3 has already begun, says JPMorgan Chase CEO Jamie Dimon

MATT1

Terrifying headlines quiz

You really like being alive on earth… and then…:

Volcanoes don't cause climate change — but it could be the other way around

Climate Change Even Threatening Greece’s Butterflies, Food Supply

Polar bears are getting horrific injuries and huge 'ice balls' on their paws because of climate change, researchers say DR

Fall leaves look a little muted? Warmer, drier conditions are changing autumn in Arizona

You really don’t want e coli or some horrible plague… and that’s when you hear:

McDonald's bringing back Quarter Pounder after beef patties ruled out as source of E. coli outbreak

Royal Caribbean raises annual profit forecast on strong cruise demand, price hikes

The Arctic ice is melting. A booming cruise industry is taking advantage — while it can.

Threat of foodborne pathogens is growing with climate change, experts warn DR

You are an out gay human being working in a firm with thousands of employees, virtually all of whom are white hetero milquetoast or not out at work.  You’re already basically alone in a sea of bros, when you find out…:

Your CEO leads an anti-gay church, and apologizes only because the billionaire ex-CEO and chair has a married non-binary child (Fortescue) DR

It’s your fault angry white men don’t want to pay your products touched by your gayness (Harley)

Your existence in the office, not your work product, got your hetero white male CEO paid more

Picture this - you’re home, comfortably at your kitchen table, home made coffee, house is empty, on your Zoom calls.  You can shit in your toilet, you can choose to wear pants or not, you can be on call if your kids get a fever in class and pass out… and then…:

Being forced to come back to the office but the CEO isn’t there (Starbucks)

9.5% of CEOs are ‘Supercommuters.’ But they tend to underperform—especially if they own a boat or live near a golf course

Being allowed to work from home… for a dual class dictator (Spotify)

Being forced to bring your kids to the office because you had two days notice to get back to the office (Dell) DR

These are your only investment options in the world… and you are horrified:

Boeing raises greater-than-expected $21 billion from new stock sales on pricing

McDonald’s $5 value meals save third quarter U.S. sales but E. coli outbreak hangs over recovery DR

Southwest Airlines must face pilots' union lawsuit over threats

Subway is seriously skimping on deli meat, lawsuit says

And finally, who is the most terrifying victor in November:

Trump

Musk

Harris

Jamie Dimon Says

Introduction

LIVE from your ESG corn maze, it’s a Business Pants Friday Show here at October 25th Studios, featuring all your favorites: AnalystHole-man Matt Moscardi. On today’s weekly wrap up: McDonald’s investor relations team hires entire writing staff from The Onion, an accelerated retirement at Southwest, Denny’s is saving lives, and a shout-out to Mr. CorpGov

Our show today is being sponsored by Free Float Analytics, the only platform measuring board power, connections, and performance for FREE.

Story of the Week (DR):

McDonald’s strange week: DR MM

Trump

McDonald's is distancing itself from Donald Trump after a high-profile visit to the fryer

We don’t support presidents

Read McDonald's memo about Trump's controversial visit: 'We are not red or blue – we are golden'

E. coli outbreak/quarter pounder/onions

E. coli outbreak tied to McDonald's Quarter Pounder kills 1, sickens dozens in US

Taco Bell, KFC, Pizza Hut, Burger King pull onions amid McDonald’s outbreak

A much bigger McDonald’s lawsuit is about to ‘erupt’ in the aftermath of its E. coli outbreak, food safety lawyer says

CDC told McDonald's about potential E. coli outbreak late last week

FDA probing McDonald's supplier Taylor Farms as source of E. Coli outbreak, CNBC reports

DEI failure? According to comparably.com, only 2 of Taylor Farms leadership team of 16 are women. So I guess Vivek would agree that it was the men? 

Former Abercrombie CEO Mike Jeffries charged with sex trafficking, interstate prostitution

Southwest chairman will 'accelerate retirement' and step down next week, as board appoints 6

Disney to name CEO Bob Iger's replacement in 2026, taps Morgan Stanley's Gorman as chair

Boeing strike drags on as latest deal is rejected by 64% of union

Goodliest of the Week (MM/DR):

DR: Apple CEO Tim Cook’s Other Job: Helping Nike Turn Things Around

DR: Denny's to close 150 restaurants, will reduce menu

MM: McDonald's linked to E. coli outbreak, CDC says

Trump just served them!

MM: SEC Fines WisdomTree $4 Million for Investing in Fossil Fuels and Tobacco in ESG Funds DR MM

Assholiest of the Week (MM):

Southwest and activist investor Elliott strike deal to keep CEO Bob Jordan, add six new directors

Look how we have to coddle these fucking directors - the six directors leaving Southwest will be gone by November 1, but Gary Kelly, who has sat on this board and let it languish for THREE DECADES will still get to linger at the back of the conference room as “Chair Emeritus”

In: David Cush, Sarah Feinberg, Dave Grissen, Gregg Saretsky and Patricia Watson plus Pierre Breber, who was already added

We have Grissen, Saretsky, Watson, and Breber in our data

Average earnings: 413

Average TSR: 389

Out: Biegler, Biggins, Blunt, Cunningham, Gilligan, and Soltau

Average earnings: 356

Average TSR: 371

Survivors: Doug Brooks, Ed Conrado, Bob Fornaro, Rakesh Gangwal, David Hess, Elaine Mendoza, Chris Reynolds, and Lisa Atherton

Average earnings: 379

Average TSR: 500

Replacement skills:

Energy/oil (Biegler) for energy/oil (Breber)

Government (Blunt) for government regulator (Feinberg)

TWO professors (Cunningham, Gilligan) for TWO airlines (Cush, Saretsky)

Bankrupt retail (Soltau) for mediocre hotel (Grissen)

Bank (Biggins) for Bank tech (Watson)

Jordan stays

This is the big win??? Replacing mediocre with mediocre, keeping Kelly napping in the background, and Jordan, a lifer alongside Kelly, keeps his job?  That’s a WIN?

Teen Dies by Suicide After Becoming Obsessed With AI Chatbot

150m raised at a 1bn valuation

Andreesen anchored

Techno Optimist Manifesto:

We believe Artificial Intelligence can save lives – if we let it. Medicine, among many other fields, is in the stone age compared to what we can achieve with joined human and machine intelligence working on new cures. There are scores of common causes of death that can be fixed with AI, from car crashes to pandemics to wartime friendly fire.

We believe any deceleration of AI will cost lives. Deaths that were preventable by the AI that was prevented from existing is a form of murder.

Our present society has been subjected to a mass demoralization campaign for six decades – against technology and against life – under varying names like “existential risk”, “sustainability”, “ESG”, “Sustainable Development Goals”, “social responsibility”, “stakeholder capitalism”, “Precautionary Principle”, “trust and safety”, “tech ethics”, “risk management”, “de-growth”, “the limits of growth”.

Accountability and oversight: none

OpenAI disbands another safety team, head advisor for 'AGI Readiness' resigns

Meta Oversight Board seriously concerned about Facebook’s ‘overenforcement’ of Harris-Walz nipple post

Whining Boeing Investors

Lawsuit Against Boeing's Board Seeks Accountability for Safety Failures

Ohio AG Dave Yost on behalf of Ohio Public Employees Retirement System and the State Teachers Retirement System of Ohio

The lawsuit contends that board members and senior management know about the ongoing unsafe practices but even today fail to address them, choosing instead to prioritize profits over safety and regulatory compliance.

“The failure of Boeing’s directors and officers to implement and oversee Boeing’s safety and compliance functions in good faith led to incalculable damage to Boeing’s relationships with its regulators, customers, lenders, potential employees, and the flying public,” the lawsuit says.

Congrats on the lawsuit!  Also, the 2024 proxy vote by OPERS:

Headliniest of the Week

DR: Microsoft CEO Nadella asked for pay reduction after security slip, but total comp still rose 63% (more than $30 million)

MM: H/t to Mr. CorpGov on his substack

Who Won the Week?

DR: He wins when he says and when he doesn’t says: Jamie Dimon Privately Supports Kamala Harris. He Just Won’t Say So.

MM: Shake Shack, the only fast food company not associated with e coli

Predictions

DR: Jamie Dimon Says you should feel safe eating at McDonald’s even though he wouldn’t be caught dead eating at McDonald’s. Also, the next CEO of Disney comes from Netflix

MM:  Ozempic cures e coli

Live from the Founder’s Diamond Mine in Botswana, where all diamonds are worth 50 votes per share, it’s an all-new Terrific Tuesday edition of Business Pants. Joined by Analyst-Hole Matt Moscardi! On today’s chocolate-filled summary compensation table called October 22nd 2024: It’s Double Quiz Tuesday, featuring a heartbreakingly mediocre ESG News Quiz and a relatively thoughtful data drop quiz!

Our show today is being sponsored by Free Float Analytics, the only platform measuring board power, connections, and performance for FREE.

DAMION1

Let’s start with a report that came out a week or two ago that claims Roblox is ?

Bonus question 1: of influence is held by women on the Roblox board?

Bonus question 2: of influence is held by brothers named Baszucki?

Bonus question 3: CEO and co-founder David Baszucki undemocratically controls the pedophilic landscape known as Roblx because his Class B shares are magically worth ?

Roblox’s 2024 proxy statement cites a Trust & Safety Advisory Board comprised of world-renowned digital safety authorities. The company invites shareholders and stakeholders to “learn more about each of our Safety Advisory Board members at: corp.roblox.com/parents/.” Here’s Bonus question 4: Yes or No, Does Roblox list names and qualifications of the members of its Trust & Safety Advisory Board at corp.roblox.com/parents/, in any of its SEC filings, or anywhere else on its corporate website, or anywhere else in the world, including the back on a Chipotle napkin?

As a sidenote, the board’s Nominating and Corporate Governance Committee is tasked with overseeing Roblox’s initiatives related to trust and safety:

The chair of that committee, Anthony Lee, has been on the board since before Obama was president, is the VP at a VC firm called Altos Ventures management that “invests in founders”

Committee member Andrea Wong who serves on the boards of:

media company Liberty Media, which is controlled by billionaire John C. Malone;

Qurate Retail, an American media conglomerate controlled by billionaire John C. Malone; and

Hudson Pacific Properties, a real estate investment trust controlled by Victor Coleman

And committee member Christopher Carvalho, who currently owns options worth about $5 million today based on an exercise price of SIX CENTS.

There’s no real quiz question here: so Bonus Question 5: Do you like this committee?

?

And finally, let’s get to executive pay at Roblox:

According to the company’s 2024 proxy statement, of Rolox’s 5 named executive officers are women?

Over the past 3 years, has founder and CEO and chair and majority voting powerman David Baszucki, averaged <greater than or less than> $50 million a year?

Let’s move over to a recent research report from Russell Reynolds called Gender Diversity in the C-suite: Women’s representation in the 2024 S&P 100

Just to put the collective power of the S&P 100 into perspective, what is the market cap of the S&P 100?

What is the market cap of the entire S&P 500?

In 2022, women held 12.2% of the ~15,000 C-suite positions across publicly traded U.S. firms. At the end of 2023, what  was this percentage?

Russel Reynolds’ report looked specifically at 1553 executives at the 100 largest S&P 500 companies (the S&P 100). Out of all S&P 100 organizations, how many have achieved gender parity on their senior leadership teams?

Of the six organizations that have achieved parity, name one notable feature of five of those six companies:

What percentage of S&P 100 companies have leadership teams consisting of at least two-thirds men?

What percentage of S&P 100 companies have leadership teams consisting of at least two-thirds women?

The study looked at gender distribution by executive roles:

Name the top 3 executive roles held by women:

Extra credit: what percentages of those roles are held by women?

Name the bottom 2 executive roles held by women:

Extra credit: what percentages of those roles are held by women?

Double extra credit: what’s another name for the CEO role?

In 2022, RRA research found that 43% of CEOs in the Fortune 250 companies were promoted from the COO position, making it the most commonly held internal role prior to taking the top job.

In the S&P 100, of the 35 men who were a COO in 2022, eight have been promoted to CEO at their same organization and one left to be CEO elsewhere. But of the four women who’d held the COO role, none had been promoted—and three out of four left their operating roles to pursue boards/advisory work 

Let me add one bit of research that stood out to me from McKinsey's “Women in the Workplace 2024: The 10th-anniversary report”

Since the anti-DEI/anti-ESG movement took off over the past year or so, the following four data points have all shown remarkable rebounds after several years of declining percentages:

Any competence-based microaggression 37% to 57%

Having judgment questioned in area of expertise 22% to 39%

Being mistaken for someone at a much lower level 10% to 19%

Being interrupted or spoken over more than others 21% to 40%

Moving over to the news: 

As HSBC embarks on a major restructuring, including a new geographic setup where HSBC plans to divide its operations between an “Eastern markets” branch, reuniting Asia-Pacific and the Middle East, along with a “Western markets” division, comprising the non-ringed-fenced U.K. bank, the continental European business and the Americas and consolidated its operations into four business units: Hong Kong, U.K., international wealth and premier banking, and corporate and institutional banking, what has HSBC done for the first time in its 159-year history?

Super duper bonus question 1: CNBC released a 615-word article called”HSBC embarks on major restructuring, names first female CFO.” How many words before the article actually names HSBC’s first female CFO?

Super duper bonus question, part 2: How many words before the article names HSBC’s male CEO?

And finally, On HBO’s hit show Industry that takes place at a 150-year-old Goldman Sachs-esque investment bank in London, what exactly led to the company’s near total Lehman Brothers-esque financial collapse?

MATT1

A data drop quiz

Activist Jana builds Lamb Weston stake, pushes for possible sale

Jana said it owns 5% of the Eagle, Idaho-based company and wants to see a strategic review in which the company and bankers would review capital spending, operating deficiencies and share-repurchase strategy

What percentage of the board has Economics knowledge (from an MBA, a degree, or acting as a CFO)?

72% (8 of 11).  MBAs, TWO accountants, econ majors

What about Food Production?

20% (2 of the 10 excluding the CEO).  Unless "lawyer at Krispy Kreme" or "3 year stint as Arby's CEO" counts as food production.  CEO Tom Werner and Andre Hawaux both from Conagra, Robert Coviello from Bunge and Cargill.

How many directors of a fried potato company have addictive product backgrounds?

45% (5 of 11).  Benson was at McDonald's, Blixt was at Krispy Kreme, Hawaux was at Pepsi, Moddelmog was at Arby's, Sharpe was at Pepsi

How many directors are connected through boards or companies in common?

45% (5 of 11).  Hawaux to Niblock and Benson; Jurgensen to Niblock; Sharpe and Hawaux at Pepsi;  Wener and Hawaux at Conagra

Least liked director?

Blixt, head of comp in the year the CEO Werner was paid 20.3m in summary comp but took home a staggering 40m to sell fried potatoes - and it got him a team low 96% FOR

What creative new directors are being considered now that Jana has a 5% stake?

ROLL IT BACK!  They've secured former executive chair Tim McLevish, who became a director in the spinoff from Conagra and has deep experience in... corporate finance, along with the 72% of existing board members

Introduction

LIVE from your ESG USB-C DIY LOL DEI Vape Pen, it’s a Business Pants Friday Show here at October 18th Studios, featuring all of your favorites: AnalystHole Matt Moscardi! On today’s weekly wrap up: Meta employees have acne but don’t call CVS’s Karen Lynch, meth-flavored TikTok, 3-headed CEOs, and even one-headed CEOs named Jamie that love to talk 

Our show today is being sponsored by Free Float Analytics, the only platform measuring board power, connections, and performance for FREE.

Story of the Week (DR):

CVS ousts CEO Karen Lynch, names Caremark head as new chief DR MM

CVS Health Corp. named David Joyner as its new chief executive officer, ending a tumultuous tenure for current CEO Karen Lynch at the pharmacy giant.

Longtime executive Joyner, 60, took over Thursday, according to a Friday release. The move comes after the company repeatedly missed earnings targets, setting off unrest among shareholders that spilled into public view in recent weeks.

Last month, major CVS shareholder Glenview Capital began a significant push for changes at the company, CNBC previously reported.

CNBC reported last month that CVS’ board had engaged strategic advisors to weigh its options, including the potential of a breakup of its insurance and retail businesses.

Joyner most recently oversaw the company’s pharmacy services business as president of CVS Caremark, a similar position to the one Lynch held before she assumed the top job in February 2021. He began his career at Aetna in pharmacy benefit services and previously held the role of executive vice president of sales and marketing at CVS Health.

“We believe David and his deep understanding of our integrated business can help us more directly address the challenges our industry faces, more rapidly advance the operational improvements our company requires, and fully realize the value we can uniquely create,” Chairman Roger Farah said in a statement.

Lynch also stepped down from the company’s board of directors this week, the company said Friday. Joyner will take a seat on the board, and Farah will assume the role of executive chairman.

FFA: Karen Lynch (16%) vs. Roger Farah (16%)

Meta fires staff for abusing $25 meal credits

Meta recently fired some employees for misusing a Grubhub meal perk.

Roughly two dozen employees were terminated for abusing the company's meal credit system.

The Grubhub perk is intended to support employees who work at locations where free meals aren't provided by a cafeteria or when employees work late and need food delivered to the office.

Instead of purchasing meals, some Meta employees used the $25 credit to order other items, including laundry detergent, wine glasses, and acne pads, the person familiar with the situation said.

The roughly two dozen staff were fired for a repeated pattern of misuse

Amazon invests in nuclear energy, hot on the heels of Google and Microsoft

Big Tech continues to go nuclear as the artificial-intelligence boom drives energy demand to new heights.

Amazon announced on Wednesday that it's anchoring a $500 million investment for X-energy to develop small, advanced modular nuclear reactors, which would provide carbon-free power for some of its data centers.

Microsoft last month helped advance a plan to reopen the Three Mile Island plant, the site of one of the worst nuclear disasters in US history, and Google on Monday announced a partnership in small-modular-reactor tech with Kairos Power.

A Sam Altman-backed nuclear power stock soared 150% in a month

Paramount Will Allow Its 3 Co-CEOs to Resign and Receive Severance If They Are Demoted

With Paramount Global poised to be taken over by Skydance Media in 2025, the three execs running Paramount as co-CEOs — George Cheeks, Chris McCarthy and Brian Robbins — now have an additional provision in their employment agreements that will let them quit and receive severance benefits if they are demoted from their co-CEO roles.

In addition, Cheeks, McCarthy and Robbins were each awarded grants of $3 million worth of restricted share units 

Prior to securing the deal with Skydance, Paramount dismissed former CEO Bob Bakish and formed the three-member Office of the CEO effective as of May 1 comprising: George Cheeks, president and CEO of CBS; Chris McCarthy, president and CEO, Showtime/MTV Entertainment Studios and Paramount Media Networks; and Brian Robbins, president and CEO of Paramount Pictures and Nickelodeon.

guaranteed severance payments equivalent to two times their annual base salary plus twice their annual target bonus amount, among other benefits

For Bob Bakish last year that severance would have amounted to nearly $50M

The change in compensation comes at a time when Paramount is aiming to reduce annual costs by $500 million ahead of its merger with Skydance Media. As part of these cost-cutting measures, Paramount started job cuts in August and plans to lay off 15% of its U.S.-based workforce in three phases by the end of the year."

US judge orders Boeing, DOJ to detail diversity policy before deciding on plea

A federal judge on Tuesday ordered Boeing and the U.S. Justice Department to detail the impact of diversity and inclusion policies on the selection of an independent monitor before he decides whether to accept the planemaker's plea deal.

While ordering DOJ and Boeing to respond to a series of questions about the diversity and inclusion policy and how it might affect the selection of an independent monitor, he also pointed out that it was not a disputed facet of the plea agreement.

"Critically, Boeing did not voice any objection to this provision," the judge said in his order.

O'Connor also wants the planemaker to detail how its existing diversity, equity and inclusion policies "are used in its current compliance and ethics efforts."

U.S. District Judge Reed O'Connor held a hearing Friday as he considers whether to approve Boeing's agreement to plead guilty to conspiring to defraud regulators. The deal would include oversight for three years by an independent monitor.

Reed Charles is a United States district judge of the United States District Court for the Northern District of Texas. O'Connor has become a "go-to" favorite for conservative lawyers, as he reliably rules against Democratic policies and for Republican policies.

Elon Musk is bringing lawsuits to Texas. A judge with Tesla stock keeps hearing them

Billionaire Elon Musk seems to have found a new favorite federal judge: Reed O’Connor in Fort Worth, Texas.

Musk’s social media company X has filed two major lawsuits against groups he sees as antagonists, and O’Connor is presiding over both of them, even though none of the parties is based in Texas.

So far, O’Connor has delivered stunningly pro-Musk decisions, which have gained widespread attention.

What has garnered less attention: O’Connor’s investment in Tesla, between “$15,001 and $50,000” of Tesla stock, according to his most recent publicly available financial disclosure filing.

The order is the latest hurdle Boeing faces to avoid a potentially embarrassing trial and plead guilty to misleading the Federal Aviation Administration and violating a 2021 deferred prosecution agreement.

Assholiest of the Week (MM):

SEC charge hinges on director’s lack of ‘social independence’ DR MM

You’re kidding SEC - on average, 20% of every US large cap board is connected inside two degrees JUST FROM OTHER BOARDS

We just covered Parker Hannifin on our show Proxy Countdown and found that 100% of the board worked within 250 miles of one another, and 40% of them were from Ohio!

Where are the regulations on this?  If you’re policing social independence, barring directors from future directorships, just because it wasn’t disclosed - NONE OF THEM ARE DISCLOSED!

It can’t be that a former employee of the company like Leslie Kilgore on the Netflix board, who worked under Reed Hastings AT NETFLIX from 2000-2012, can NOW be considered “independent” on a board… WITH FOUNDER REED HASTINGS… and not have a lack of “social independence”?

Digital tobacco

TikTok knew its algorithm harmed kids, accidentally revealed internal documents show

14 states are suing TikTok

35 minutes from starting use of the app to addiction - that’s faster than meth where dependency can take days to weeks

Meta must face US state lawsuits over teen social media addiction

VOTE EVERY DIRECTOR ON A DIGITAL TOBACCO COMPANY BOARD OUT OF EVERY OTHER BOARD THEY SIT ON

There are 40 directors of Alphabet, Meta, Snap, and Pinterest

Those directors have 72 directorships

There are 22 of them that have directorships on other boards

Eliminate OTHER dual class asshole companies, and you have 15 directors to vote out - stop selling digital tobacco or you lose your job

United Airlines (NASDAQ:UAL) Board of Directors Approves Share Buyback Program

Four years ago we bailed out the airlines after UA posted a 6bn loss followed by a 1bn loss

The last year net income declined 15% to less than 1bn

The highest TSR performer on the board that approved this has a history of .488 batting average - meaning they are below average of .500 - and they are the HIGHEST ON THE BOARD

Of the 13 bloated board members, two have earnings batting averages above .500 - the rest are all below .350!

This is one of the worst performing, most interconnected boards in America - and they are spending over $1bn they don’t have to grease the palms of investors

You can send thank you notes to Vanguard (14% of shares) and Primecap (9% of shares) when they stop serving you hot food and force you to sit in an overhead bin

Goodliest of the Week (MM/DR):

DR: Teen tobacco use falls to 25-year low as fewer pick up e-cigarettes

DR: Union petitions skyrocket under Biden, doubling for the first time in 50 years

MM:Supreme Court Allows E.P.A. to Limit Power Plant Emissions

MM: JPMorgan’s Dimon Says Economy ‘Remains Resilient’

Headliniest of the Week

DR: JPMorgan CEO Jamie Dimon Says We Shouldn't Put Our Heads In The Sand, 'We Have To Find A Better Way To Help The People Who Get Hurt By AI'

Jamie Dimon suggests he'll remain at JPMorgan for a very long time: "I intend to be doing what I'm doing — I almost guarantee I'll be doing this — for a long period of time, or at least until the board kicks me out"

MM: JPMorgan CEO Dimon says cash is very valuable when the future looks ‘treacherous’

Who Won the Week?

DR: 3-headed CEOs

MM: The Shareholder Primacy podcast with Mike Levin and Ann Lipton - Activist Investors Are Podcasters Now

Predictions

DR: Disney’s post-Iger succession planning is to replace him with six-headed CEO:

Chadwick "Chaz" Van Buren III – The overly confident CEO who insists on golfing metaphors during board meetings.

Reginald P. Throckmorton – Always talking about the "good old days" and using phrases like "back in my day."

Wellington "Wells" Haverford – A CEO who embodies the old-school, silver-haired corporate type with a massive corner office.

Bartholomew J. Wainscott – A pompous executive with a fondness for outdated business jargon like "synergy" and "paradigm shift."

Milton C. Kensington – Known for his oversized suits, outdated tech skills, and resistance to change.

Horace F. Farnsworth – The CEO who refuses to retire, always seen with suspenders and a comb-over.

MM: Kids start playing a new game called “Jamie Says” in which a kid says something louder and louder and everyone else called “the reporters”, writes them down furiously