Business Pants

Story of the Week (DR):NEO turnover week MMApple CFO and COO resign, raising questions about CEO Tim Cook's futureApple CEO succession plan blown open as most obvious candidate to step downChief Operating Officer (COO) Jeff Williams, 62, will retire at the end of this year. Following the retirement of former Chief Financial Officer (CFO) Luca Maestri, 61, last year, the departure of these 'key figures in growth' seems to signal a significant generational shift within Apple.Meet Apple's next COO Sahib Khan, a 30-year veteran who will oversee the iPhone maker's supply chain amid the ‘Trump tariff black cloud'Twitter/X CEO Linda Yaccarino quits after Grok AI praises HitlerWendy's CEO Kirk Tanner Leaving Burger Giant for HersheyIs this another Peltz failure? Tanner has been CEO of Wendy's since only February 2024Trian Fund Management controls two board seats:Peter May (29%): director since 1993; former Wendy's executive; Founding Partner of Trian; chair of Capital and Investment committee, chair of Technology Committee, member of Compensation Committee, member of Corporate Social Responsibility committee, and member of Executive committee.Matthew Peltz (31%): son of Nelson; Partner of Trian; chair of Corporate Social Responsibility committee, member of Capital and Investment committee, member of Technology Committee, and member of Executive committee.Matthew resigned in same 8-k mentioning the CEO's departure and will be replaced by his brother Bradley Peltz; drafted by the Ottawa Senators and played in the Senators' organization from September 2012 to January 2013.Always my favorite line: “There are no arrangements or understandings between Mr. B. Peltz and any other persons pursuant to which Mr. B. Peltz was selected as a director.”His photo on website:leaving Tanner (8%) with a small voiceGolden hello at Hershey: (i) $7M RSU Award (ii) $4M PSU Award, (iii) an additional $1.2M Pro-Rata 2025 RSU Award, and (iv) an additional $2.2M Pro-Rata 2025 RSU AwardWendy's: salary $1M; 175% annual target; $6M annual equity targetHershey: $1.25M/180%/$9MAlso Kristin Dolan, James Dolan wifeHershey not much different: controlled by Hershey Trust and several Hershey Trust directorsInterim CEO is CFO Ken Cook, who started in December 2024Tesla announces Nov. annual meeting under pressure from shareholders, but may still be skirting lawElon Musk's Tesla finally sets a shareholder meeting date amid doubts about his long-denied $56 billion pay packageThe exciting Item 5.08 (which I never see): “The board of directors (the “Board”) of Tesla, Inc. (“Tesla”) has designated November 6, 2025 as the date of Tesla's 2025 annual meeting of shareholders (the “2025 Annual Meeting”).”T-Mobile follows orders from Trump FCC, ends DEI to get two mergers approved"As T-Mobile indicated earlier this year, we recognize that the legal and policy landscape surrounding DEI under federal law has changed and we remain fully committed to ensuring that T-Mobile does not have any policies or practices that enable invidious discrimination, whether in fulfillment of DEI or any other purpose," T-Mobile General Counsel Mark Nelson wrote in a July 8 letter that was posted to the Federal Communications Commission's filings website yesterday. "We have conducted a comprehensive review of T-Mobile's policies, programs, and activities, and pursuant to this review, T-Mobile is ending its DEI-related policies as described below, not just in name, but in substance."CEO Mike Sievert: CNN Business recognized Mike as “CEO of the Year” in 2022, and Yale honored him in 2024 with its “Legend in Leadership Award,” in part due to the impact of these initiatives.UPS Drivers Are Battling Deadly Heat—Without A.C. in Their TrucksWhy is the company dragging its heels on updating the vehicles, as the new union contract requires?As part of the contract the union negotiated with UPS in 2023, the company is now required to provide workers with several protections against the kind of extreme heat many of them are facing across the U.S. right now. Those include readily available clean water and ice, as well as access to “cool zones” and the right to take and extend breaks when they feel overheated. The contract further mandated UPS to install fans in the largely non-air-conditioned warehouses where packages are sorted and loaded, and in the front of vehicles. Delivery trucks have also been outfitted with heat exhaust shields and vents. UPS Teamsters, though, are still waiting on some of these historic protections. UPS is required to equip its fleet with at least 28,000 new air-conditioned delivery trucks by the time the current contract expires in 2028; toward that end, all new vans UPS purchases after January 1, 2024, are supposed to have air conditioning. As of last summer, CNN reported, it hadn't bought any. UPS Brand Management Representative Becca Hunnicut did not directly answer my questions about whether UPS has purchased any new delivery vehicles equipped with air conditioning since the beginning of 2024 and if any of its delivery trucks currently have air conditioning. She wrote over email that the company is “installing air conditioning in all new delivery vehicles we buy and adding them as quickly as possible,” adding that UPS does not “publicly share the number of vehicles we purchase” and that it is “prioritizing deployment in the hottest regions.”Goodliest of the Week (MM/DR):DR: ‘Prevention is better than remedy': majority of investors say governance gaps attract activists, research shows MM DR84 percent of investors polled, who hail from North America, Europe (including the UK) and Asia, said that poor governance was the main driver of activist investor attention.Investors also largely (71 percent) favor activism targeting the board on governance and management change versus operational (10 percent), balance sheet (3 percent) or M&A activism (3 percent)MM: Tesla announces Nov. annual meeting under pressure from shareholders, but may still be skirting lawAssholiest of the Week (MM):Democracy73% of votes cast in alternative democracy were for directors in the US0.01% of directors up for a vote were voted out - incumbency rulesWe know governance in corporations isn't working, and it's the primary driver of activism: ‘Prevention is better than remedy': majority of investors say governance gaps attract activists, research showsGovernance proponents were the only winners in the shareholder proposal space with an 18% win rateWe know money doesn't care nearly as much about performance as it cares about power status quo:Vote Gap - directors batting .333 or lower on TSR vs. average vote at the companyAverage vote gap was actually +1.3% - bottom directors outperformed average vote at the companiesWe know that only 22% of US directors have “merit”, but we know that more than 1 in 4 directors are connected to each other through other boards and non profits - including the CEOSo we should all fucking lose our minds when…New York's Financial Crowd Rushes to Build Anti-Mamdani War Chest - no more buying electionsJamie Dimon criticizes Zohran Mamdani as 'Marxist,' blasts Democrats' DEI push: 'Big hearts and little brain' - shut your fat mouthAdvertisersYour ads are now next to AI for middle school boysGrok praises Hitler, gives credit to Musk for removing “woke filters”Grok's harmful outputs come at a time when advertisers have just begun returning to X, after X first sued advocacy groups publishing reports of hate speech on the platform, then sued advertiser groups who boycotted the platform allegedly partly due to those reports. Most recently, X's plan to sue firms that don't buy ads has seemed to pay off, while the Federal Trade Commission has moved to stop advertising boycotts, which may help X avoid losing revenue no matter what Grok is trained to say.Musk says Grok chatbot was 'manipulated' into praising HitlerGrok 4 appears to seek Elon Musk's views when answering controversial questionsNo more hedging “well, he is a brilliant businessman and innovator” - Elon Musk is a fucking nightmare, antisemite, misogynist pig baby.We don't say “Well, Hitler was a brilliant dictator, but you know, Holocaust.” Musk is pure shitbird. Dollar Tree DRNEW RULE: if your CEO pay ratio is more than 5:1, the Aristotle rule, no fucking share buybacksShare Buyback Program Declared by Dollar Tree (NASDAQ:DLTR) Board of Directorsour median employee in fiscal 2024 was a parttime hourly store associate located in the United States.Out of a total population of 209,517 employees, 140,001 were part-time employees and 5,892 were either temporary or seasonal workers.Mr. Creedon's total annual compensation for purposes of the pay ratio was $9,246,835The median employee's total annual compensation for fiscal 2024 was $15,602, resulting in an estimated pay ratio of 592:1.Creedon effectively made is median employee's salary 14 hours into his first 24 hours of the yearThe board approved a buyback of $2.5 billion, with a “B”, equal to roughly 11.5% of outstanding sharesThe annual total paid to part time employees is $2.18 billion - they took a full year of 140,000 people's pay and bought their own stock with it to grease investorsAccording to the internet, a Dollar Tree cashier makes on average $10/hour - you could easy give them $15 and pay for it for TWO YEARS without needing to make a dollar if you can afford these buybacksAnd Bill Ackman is busy complaining why a labor focused socialist democrat won NYC mayor… Headliniest of the WeekDR: TVA board set to be all-male, all-whiteOn Tuesday, President Donald Trump nominated four white men to join the three white men he left on the board after firing the only two female directors.MM: Barbie Launches Doll With Type 1 DiabetesMM: How Starbucks' Founder Uses the ‘Two Chairs Rule' to Guide Every Leadership Decision“Every decision that we tried to make with two chairs metaphorically sitting in the room was designed to ask ourselves during the debate, is this decision going to exceed the expectations of our people and our customers and make them proud?” Schultz said. “And if the answer was no, we shouldn't do it.”Not mentioned were the chairs of “CEO” and “Chair of Board” a total of three timesWho Won the Week?DR: Kirk Tanner, more chocolate, less disgusting grease, less Peltz, more diversity in leadership, and zero nepotism (LD is woman; 3 Hershey Trust board members are Asian woman and two lack men)MM: Tennis, the great billionaire equalizer. ‘Biggest joke I've ever watched in professional tennis': Swift backlash after billionaire Bill Ackman's pro debutPredictionsDR: New Wendy's director Brad Peltz gets caught watching hockey during board meetings, still gets the support of 99.3% of shareholdersMM: Elon Musk Obtains Permit to Spew Pollution - isn't this the greatest future money maker for the Trump administration? Pay for a permit to do heinous shit? PREDICTION: Trump begins issuing permits, with starting cost of $1m, for oil spills, pollution, hate speech, deforestation, and using forced labor (kids or immigrants are both covered, obviously).

DAMIONThe next phase of Starbucks' turnaround plan is offering executives up to $6 million in stock grants, as baristas scrap to get annual raises above 2%Starbucks will reward company executives with up to $6 million in stock grants should they effectively fulfill cost-saving and timely rollout goals of the company's “Back to Starbucks” turnaround strategy. Starbucks Workers United representatives dubbed the move “ridiculous and irresponsible” amid contract negotiations over barista wages.WHO DO YOU BLAME?Double boomerang CEO and founder Howard Schultz1987-2000; 2008-2017; 2022-2023CEO and Chair Brian Niccol and his $113 million golden hello packageThe company's work-from-home policy which allows its CEO to work remotely from his home in Newport Beach, California, while the company's headquarters are in Seattle, Washington. As part of his employment agreement, Starbucks pays for him to travel between his home and the Seattle headquarters on the company's private jet.Former failure Yahoo! CEO Marissa Mayer who was appointed as a director to Starbucks 4 days before the announcement of the new retention awards. Compensation Committee chair Ritch Allison: The guy passes every pay plan for whoever; is the former CEO of Domino's Pizza so is here to enrich executives; and owns $3M is SBUX stock so doesn't really care: someone should be responsible for a CEO pay ratio of 6666:1Agios Appoints Dr. Jay Backstrom to Board of DirectorsJay Backstrom appointed as Class III director as of July 8, 2025, 20 days after the company held an election to appoint two Class III directors.WHO DO YOU BLAME?The top 4 institutional investors (35% of voting power):Farallon Capital 10% Vanguard 10%BlackRock 9% BB Biotech 6%The company's childish bylaws which separate directors into three classes that are voted on every three yearsFormer CEO Jacqualyn Fouse (23%) who stuck around to serve as board chair after being CEO for only 3 yearsNominating Committee chair and Lead independent director Kaye FosterEmasculated CEO Brian GOff (15%) who presides over a board with a +7% gender influence gapAn anti-DEI investment firm postponed its Tesla ETF, saying Elon Musk has 'gone too far' by launching a political partyWHO DO YOU BLAME?Its BS mission statement: “Azoria is an investment firm with the mission of compounding capital for investors through a commitment to free thinking, excellence, and meritocracy.”Wouldn't that include Elon?James T. Fishback, Founder and CEO of Azoria, a free-thinking investment firm“We have an anti-American subculture that cancels the science fair in favor of drag queen story hour, forces colleges to spend more time teaching micro-aggressions than microbiology, and teaches kids in America that Cardi B is a role model and Thomas Jefferson is a racist.”“Fishback will become a major Gen Z star in our pro-American movement.” — Vivek Ramaswamy, 2024 Presidential Candidate.“dropped out of Georgetown University to establish a hedge fund at 21 years old”Azoria partner Sol Ehrlich:“For my last day at Spectra, it's important that I share just how much this opportunity has meant to me. In June of 2023, I was a 28 year old mediocre Euro League baseball player with no job prospects outside of coaching. My only qualification to work in finance was my work ethic, which Brent Donnelly recognized when he met with me over Zoom and saw the litany of Post-It tabs I used to annotate his book”“It's with great excitement that I'll be taking this skillset to Azoria as a partner and its Head Trader- an opportunity I couldn't have imagined 18 months ago.”While the internet was introduced to James Fishback's talents this year, I've been aware of them since 2009 when we competed against each other in high school debate. (His meme game was A+ even then- I still remember him closing a speech on U.S. sanctions with 4 Russian leader puns.)”Me. Because somehow I'm connected to Fishback on linkedin.Greenlight Capital, for making James angry:In a lawsuit: “Greenlight Capital says James Fishback is a liar. The 29-year-old hedge fund manager and former employee, contrary to his own proclamations, was never “head of macro” at Greenlight, never had any “authority or discretion” over investments, and certainly wasn't responsible for an “insane” $100 million in profits as a mere research analyst. In fact, his contributions were so not “insane” that the hedge fund was about to fire him before he chose to leave of his own accord.”Greenlight's alleged former head of macro is hoping to get at least $5 million from David Einhorn, claiming age discrimination"Mr. Einhorn dismissively told Mr. Fishback that his compensation was 'a lot of money for a kid,'" the filing states, and Fishback argues the comment "demonstrates that Defendants' decision about Mr. Fishback's compensation was driven largely by his age — a protected characteristic."Tech founders call on Sequoia Capital to denounce VC Shaun Maguire's Mamdani commentsMaguire, an outspoken supporter of President Trump, posted on X over the weekend that Democratic mayoral candidate Zohran Mamdani “comes from a culture that lies about everything.”WHO DO YOU BLAME?Shaun Maguire: “My whole life I've sought out people that I think are really talented but a little bit off the radar.”Shaun Maguire: “[E]ven more important to me is someone that's just irrationally motivated. For whatever reason, it's their life mission to try to revolutionize the industry they're going after.”Shaun Maguire: “Should I go public with the story about the time I was told I can't be promoted for being a white man? Fuck it, This happened at Google. That company is an absolute trash can dumspeter fire.”Sequoia Capital: for proudly endorsing some of its most insipid founders: Sam Altman, Elon Musk, Vlad Tenev (Robinhood, online betting on stocks), Keller Rinaudo (Zipline, autonomous delivery), Winston Weinberg (Harvey, AI for lawfirms), Brian Chesky (Airbnb, rent killer)MATTForward Air, after their AGM battle with Ancora, still hasn't released their 8K after a MONTH despite Ancora announcing it was a “landslide” directly afterWHO DO YOU BLAME for not releasing an 8k?Charles Anderson, Robert Edwards Jr, Michael Hodge who own roughly 25% of the voting power, even if FF data doesn't properly show them as having all the influence on the boardAncora, who just couldn't help but IMMEDIATELY put out a press release stating: “Absent the more than 30% of shares that were legally committed to vote for the incumbent Board, Chairman George Mayes, Jr., Javier Polit, and Laurie Tucker lost in a landslide, highlighting the substantial level of concern regarding the legitimacy of the Board's strategic review. We believe the resignations of these legacy directors will empower the Board to carry out a thorough assessment of value-maximizing opportunities.”Christine Gorjanc, chair of the audit committee, who was chair of the audit committee at Invitae from 2015 to 2024 when it declared bankruptcy despite getting her degree in accounting and a MS in “taxation”Michael L. Hance, chief counsel who also holds a masters in Divinity, who couldn't find the “submit” button on his iPhoneNo, Carnival Cruises is not banning rap musicCarnival Cruise Lines denied reports circulating online that DJs aren't playing hip-hop.The cruise line has responded to claims circulating online that DJs aren't including hip-hop music in their sets or honoring song requests, with some social media users saying the alleged move is racially motivated.WHO DO YOU BLAME for this malicious rumor?Carnival's ZERO BLACK leadership team, lead by Mickey Arison - they do have two Hispanic men, Enrique Miguez (General Counsel) and Gustavo Antorcha (President of Princess Cruises), but it's balanced out by the Scandinavian (Lars Ljoen, Chief Maritime Officer) and other Euro men (Felix Eichhorn, Paul Ludlow)Carnival's Board of Directors, which has 11 members and is 91% white, with one black woman, Nelda Connors. Nelda's background is in hydraulics and metals with a degree in mechanical engineering, so she's probably too “nerdy” for rap anywayChristine Duffy, the head of Carnival Cruises, whose prior role was President of the Cruise Lines International Association which put out a report in 2008 showing that 93% of cruise passengers were white, and in 2025 said that 1 in 4 passengers came from either Texas or Florida. Duffy grew up in Northwood Philadelphia, which in 1950 was three quarters white but by 2020 is 93% black.Thinking hip hop is “black music”DAMIONPeople are boycotting Etsy over ‘Alligator Alcatraz' merchCalls to boycott Etsy are growing since “Alligator Alcatraz” merch popped up on its marketplace. The term refers to the Trump administration's new migrant detention facility in the Florida Everglades.WHO DO YOU BLAME?The 48% influence duo: CEO Josh Silverman (25%) and longest-tenured director (2007): Board Chair and Nominating Committee chair Fred Wilson (23%)The -13% gender influence gap at a company where: “approximately 80% of Etsy's buyers and sellers are women.Leadership is 6 men and 2 women, one of who is CHROThe company's dumb classified board structureThis year's 3 directors: 24%, 28%, 22% againstTokens to Access Private Companies, or to Investor Trouble?Robinhood is the latest to offer investors a novel, and potentially risky, investment opportunity: crypto that's meant to give exposure to the likes of OpenAI.WHO DO YOU BLAME?CEO/founder/Chair Vladimir Tenev: 47% influence; 24% voting power Baiju Bhatt: 37% influence; 36% voting powerThe pesky Class B share: for being worth ten votes per shareThe non-democratic Founders' Voting Agreement: Our Co-Founders have agreed: “to vote all of their shares in favor of the election of each Co-Founder”Lead Independent Director Jonathan Rubinstein: for being the most pointless Lead Independent Director of all time: Lead Independent Director at Robinhood since 2021 and Lead Independent Director at Amazon.com from 2017-2023OpenAI Says It's Hired a Forensic Psychiatrist as Its Users Keep Sliding Into Mental Health Crises"We're developing ways to scientifically measure how ChatGPT's behavior might affect people emotionally."WHO DO YOU BLAME?Sam AltmanBret Taylor (Chair)Sam AltmanMatt: AI itself for being a jerk

Story of the Week (DR):‘Merica:Elon Musk says he'll form the 'America Party' if Trump's 'insane' spending bill passesTrump says he'll 'look' at deporting Musk as feud reignitesBuffett donates $6B in Berkshire stock to 5 foundations: Lifetime giving tops $60B MM9.43 million shares to the Gates Foundation943,384 shares to the Susan Thompson Buffett Foundation;660,366 shares to each of three charities led respectively by his children Howard, Susie, and Peter: the Howard G. Buffett Foundation, Sherwood Foundation and NoVo FoundationMark Zuckerberg sees 'the beginning of a new era' for humanity in superintelligenceTech Workers Say They're Rapidly Being Replaced by AIBurger King to roll out 1,900-calorie 'yokozuna' burger in sumo collabThe 2,590-yen ($18) Baby Body Burger features five flame-grilled beef patties, four slices of bacon and four slices of cheddar cheeseJeff Bezos and Lauren Sánchez's Extravagant Wedding Sparks Global Debate on Wealth InequalityThe reportedly $50m affair booked all nine of Venice's yacht ports, closed parts of the city to the public and forced the relocation of hotel guests to make room for the happy couple.Though Sánchez claims to be “dedicated to fighting climate change”, and Bezos has called the issue “the biggest threat to our planet”, their guests arrived in the City of Bridges via 96 private jets, the most carbon-intensive mode of transportation.If Caitlin Clark's worth a ‘billion' to WNBA, why is she paid only a fraction of that?$78,066Average annual salary for NBA players during the 2024-25 season: approximately $12MGoodliest of the Week (MM/DR):DR: Zohran Mamdani's victory in NYC mayoral primary leaves Wall Street 'alarmed' and 'depressed' MMMM: EU Regulators Propose Integrating ESG Risks into Stress Tests for Banks, Insurers DRThis might be the realest use of ESG data everAssholiest of the Week (MM): Jeff BezosJeff Bezos and Lauren Sánchez's lavish Venetian wedding by the numbersJeff Bezos Planned $5.4 Billion Amazon Stock Sale on Wedding DayAmazon deploys its 1 millionth robot in a sign of more job automationDisabled Amazon workers in corporate jobs allege ‘systemic discrimination'Proxy seasonBetter than expected, but uncertainty remains: The 2025 US proxy seasonHere's the summary:The number of shareholder proposals are down in the USBut investor support for the non anti-woke proposals remains steady at around 20% in favor, which is greatNo actions by the SEC have increased in number, but not percentage holding steady at 69% rejected, but companies are still listening to investors through engagementNot in the summary:NOT SINGLE MENTION OF A DIRECTOR VOTEDirector votes make up 98% of global voting - 98%! And proxy season is only shareholder proposals and the anti woke? Are you fucking joking?No mention of the average approval for directors?No mention of the rise of activists - this is the most active year for activist investors in recent memory? Mike Levin has been cataloguing it on the Shareholder Primacy podcast - more activism, larger slates, more wins?Isn't the story how ISS and Glass Lewis ignore directors unless there's an activist involved? Or that views on how to measure director performance are shifting?No, the constant story we hear is about the 500 or so shareholder proposals that happen - not the 80,000 active directors that get a voteInvestors are racistPhilippine corporate governance hindered by highly concentrated ownership, OECD saysCONCENTRATED corporate ownership, particularly among family owned listed firms, undermines corporate governance, the Organisation for Economic Co-operation and Development (OECD) said.“These ownership structures often blur the lines between ownership and management, which can lead to the appointment of successors based on family ties or loyalty rather than qualifications, increasing the risk of poor leadership and weak oversight,It said such controlling shareholders may choose to benefit themselves at the expense of minority shareholders through related-party transactions, asset transfers or the appropriation of company resources for personal or familial use.The OECD said corporate governance weaknesses and concentrated ownership structures continue to weigh on investor confidence in some Asian marketsI read the Sweden report - Sweden is majority dual class shareholders held by foundations, with power concentrated amongst white men even though they mandate 40% women on boardsMinority shareholders basically have no real rights, as the companies are owned by a web of family and foundation interests - but OECD said:… a shareholder with practical majority control of the votes in the company can exert significant control, but also that efficient governance requires there to be a shareholder, or a coalition of shareholders, that monitors the company, engages with the board, and proposes and votes on important matters such as the election of board directors. Dual class share structures have been allowed in Swedish law for over a century to facilitate such engagement.Extensive individual shareholder rights, allowing any shareholder (regardless of the size of their holdings) to add items to the agenda of the general shareholder meeting, to ask the board questions at the general shareholder meeting, and to challenge a decision by the general shareholder meeting in court (with the court being able to invalidate a decision and even replace it with another).So it's ok in Sweden for the majority of the market to be controlled because shareholders can go to the annual meeting and complain without power, but in Asia where they don't bother pretending it's bad?Companies are fucking with your votesPress Release: Deirdre Stanley to Join PayPal's Board of Directors - Jun 24, 2025Increase board size, add person… 19 days after the AGMNo mention of expansion in the proxy, no mention of Deidre StanleyData I have on executive searches suggests it takes an average of about 220 days to find a CEO - assume that it takes 50% of that to place a directorThat would mean PayPal likely started searching for Deidre to join the board at the beginning of March this yearThe proxy came out April 21, 2025 - for nearly two months, PayPal knew it would expand the board and add this person, but it never mentioned it in the proxy or allowed investors to vote on their own representation?I ran numbers on how often this happens - companies fucking with the timelines to add directors to their boards without votes less than 30 days after the AGM. If you want the full numbers, go download our Proxy Countdown show, but here are the highlights:In the last 5 years, it's happened 247 times - at more than a dozen companies, it's happened more than onceAt Rockwell Automation, this happened EVERY YEAR for THREE YEARS - they paid a person without a voteHeadliniest of the WeekDR: People Are Being Involuntarily Committed, Jailed After Spiraling Into "ChatGPT Psychosis"MM: Elon Musk Says He Is So Sorry for His Horrible BehaviorWho Won the Week?DR: Charlize Theron: “I think we might be the only people who did not get an invite to the Bezos wedding. But that's OK because they suck…”MM: As we barrel towards a country that throws the elderly, disabled, and children off of healthcare and denies food access, there can be only one winner. Bacon. Like, real bacon. Kraft Heinz recalls more than 367,000 pounds of Oscar Mayer turkey bacon over listeria concernsPredictionsDR: Charlize Theron is forced to marry Kimbal Musk in order to maintain her American citizenshipMM: Joe Gebbia, who is now on both DOGE AND the Tesla board, resigns from BOTH simultaneously, saying, “I can't be bought”, right after he sells the 4,000 shares of Tesla he got as part of the board at a nice price of $64/share and nets $1.1m

Our show today is being sponsored by Free Float Analytics, the only platform measuring board power, connections, and performance for FREE.Elon Musk vows to defeat politicians who back Trump's megabill 'if it is the last thing I do' and Elon Musk says he'll form the 'America Party' if Trump's 'insane' spending bill passes“Elon Musk knew, long before he so strongly Endorsed me for President, that I was strongly against the EV Mandate. It is ridiculous, and was always a major part of my campaign. Electric cars are fine, but not everyone should be forced to own one. Elon may get more subsidy than any human being in history, by far, and without subsidies, Elon would probably have to close up shop and head back home to South Africa. No more Rocket launches, Satellites, or Electric Car Production, and our Country would save a FORTUNE. Perhaps we should have DOGE take a good, hard, look at this? BIG MONEY TO BE SAVED!!!”Elon Musk's loyal and trusted Tesla ‘fixer' takes the fall for dismal EV salesOmead Afshar, head of North America and Europe, was fired for failing to turn around the brand's flagging demandFedEx founder Fred Smith has died at 80Leading Independent Proxy Advisory Firm ISS Supports Compelling Case for Change to Brookdale Senior Living Board of Directors and Recommends “Withhold” votes on long tenured Brookdale directors Lee Wielansky, Chair of the Investment Committee, and Victoria Freed, Chair of the Nominating and Governance Committee:“Given the tenure and positions of Wielansky and Freed, they are arguably the most culpable among incumbent directors for the current state of affairs.”2014 vote: Wielansky (99.6% YES) and Freed (98.8% YES)Leading Independent Proxy Advisory ISS Supports Compelling Case for Change to AstroNova Board of DirectorsISS finds “change at the Board level is warranted to improve independence and oversight”: 97% YES for entire board last yearBoard Effectiveness: A Survey of the C-Suitebased on a PwC and The Conference Board report:93% of executives say they want someone on their board replaced (highest ever)only 50% of executives have confidence in their boards ability to remove underperforming directorsWhat are the challenges in replacing directors?:Executives: 48% said individual director assessments are not performedDirectors: 34% personal relationships between board membersTop 3 areas of expertise they want added to their boards: 1) international, AI and Gen AI, Environmental/SustainabilityExecutives want more board time spent on: ESG, talent management, AI and GenAITexas Enacts New Law to Regulate Proxy Advisory FirmsSB 2337 aims to limit proxy advice based on "nonfinancial" factors such as ESG and DEI and requires proxy advisors to provide a "specific financial analysis" for any recommendation in opposition to management's position.Hormel Foods Announces Elevation of John Ghingo to President; Jeffrey M. Ettinger to Serve as Interim Chief Executive Officerwill return to the company for a defined period of 15 months as interim chief executive officer(1) base salary of $1,200,000 per year; (2) annual target award equal to $2,000,000 (prorated for partial fiscal years); (3) a one-time equity grant of $7,200,000, approximately 75% of which shall consist of a stock option award and 25% of which shall consist of time-based restricted stock units; (4) standard executive benefit and health and welfare plan participation; and (5) four weeks of paid vacation for the remainder of 2025, and six weeks of paid vacation for the period of January 1, 2026 through October 26, 2026.Netflix Rejects Jay Hoag's Resignation, Adds New Board Member“Mr. Hoag's continued service as a member of the Board is in the best interests of the Company and its stockholders,” the filing states.79% said NOStarbucks Elects Dambisa Moyo and Marissa Mayer to its Board of DirectorsMoyo is on the boards of Chevron Corporation and Condé Nast and previously served on the boards of SABMiller, Barclays Bank, 3M, and Seagate Technologies. Mayer previously served as CEO and a director on the board of Yahoo!. Mayer currently serves on the boards of Walmart, AT&T, and Hilton Hotels & Resorts. She has also served on the board of Nextdoor.SEC bans CEOs from becoming chairmen without 3-year breakThe Securities and Exchange Commission has issued a new directive prohibiting Chief Executive Officers and Executive Directors from immediately assuming the position of Board Chairman within the same company or group after leaving office. A mandatory three-year “cool off period” has been introduced before such transitions can take place.NigeriaZuckerberg's Employees Have a Wild New Nickname for HimFaced with the return of Donald Trump to the Oval Office, Zuckerberg conveniently molted out of his pseudo-progressive skin and into a darling of the manosphere. He's since appeared on shows like Joe Rogan to complain that US business culture needs to "regrow its manhood," because American capitalism is "culturally neutered.""MAGA Mark"Mark Zuckerberg announces creation of Meta Superintelligence Labs Zohran Mamdani's victory in NYC mayoral primary leaves Wall Street ‘alarmed' and ‘depressed'Bill Ackman pledges to bankroll any NYC mayoral candidate capable of defeating Zohran MamdaniAI is doing up to 50% of the work at Salesforce, CEO Marc Benioff saysUber in Talks With Its Founder, Travis Kalanick, to Fund Self-Driving Car DealUber is in talks with former CEO Travis Kalanick to help fund his prospective bid for the U.S. subsidiary of Chinese self-driving car company Pony.aiTyson workers authorize strike at Texas plant over CEO pay, labor practicesAl Brito, the president of Local 577, said the strike is in part a response to the Tyson CEO's pay: “We are bargaining with one of the most repulsively greedy and amoral corporations in the entire country. Last year, Tyson's CEO made 525 times that of the median worker.”Ford recalls over 130,000 Lincoln Aviators due to risk of parts detaching while driving

Story of the Week (DR):Warner Bros. Discovery Reworks CEO Pay, Reducing David Zaslav's Massive Compensation DRDavid Zaslav will take a pay cut after Warner Bros. Discovery splits up—with a big hit to his bonusDavid Zaslav Is Getting a Pay CutWarner Bros to significantly slash CEO David Zaslav's pay packageWarner Bros Discovery CEO David Zaslav Pay to Drop After Company SplitDavid Zaslav's Pay To Be “Substantially” Lowered Ahead Of Split, WBD Says, But CEO Will Still Reap RewardsIf Zaslav hits 100% of his operational and financial goals in the first year after the split, his target pay will be $16.5mn, compared with $37mn in the current contract. If he hits 200% of the targets, it will be as high as $30mn, the company said on Monday.However, the bulk of Zaslav's future pay will be based on stock options after shareholders rebuked a model based on free cash flow generation.The securities filing made late on Monday said the beleaguered media boss would receive about 24mn in WBD shares that could be purchased for the current $10.16 price.If the share price were to double, the package could eventually be worth nearly $250mn.Two weeks after 60% of Warner Bros. Discovery shareholders rejected CEO David Zaslav's $52M pay plan, the Compensation Committee restructured his plan using Hollywood's latest CGI, special effects, and most seasoned stunt doubles: his new plan reduces his annual pay targets significantly–from $37M to $17M if he hits 100% of his targets–but the devil is in the details as he is eligible for $37M if he reaches 200% of his targets and is getting a massive option grant of 21 million shares at an extremely low strike price of around $10 per share, giving him the theoretical opportunity to make $1.4B if Warner Brothers' share price regains its 2021 high of $77.Boeing's longest-tenured director Lynn Good joins the Board of Morgan Stanley just two days after the crash of a Boeing 787 Dreamliner in India killed more than 200 people.Airbnb CEO Brian Chesky says his company is a 'convenient scapegoat' as European cities protest overtourism“In Barcelona, housing prices rose 60% over the past decade, but Airbnb listings actually decreased. So we can't be the culprits.”Corporate Italy lacks female CEOs, stock exchange head warnsClaudia Parzani, the head of Milan's stock exchange: Italy lacks women in position of leadership and that's a cultural issue that the business community needs to fix: “Last year we probably reached the lowest level of female CEOs leading listed companies at Milan's Stock Exchange.” Of course the article provided no data.Australia's highest-paid CEOs revealed — and the one woman on the listShemara Wikramanayake, the only woman in the top 20, made $30 million as CEO of Macquarie Group.Goodliest of the Week (MM/DR):DR: What Is a ‘Fridge Cigarette'? A New Term for Diet Coke Gains Traction. MM DR MM: Lawyers Just Discovered Something About Meta's AI That Could Cost Zuckerberg Untold Billions of DollarsIt spits out large portions of books verbatimMM: Disturbing Test Shows What Happens When Tesla Robotaxi Sees a Child Mannequin Pop Out From Behind a School BusAssholiest of the Week (MM): Musk's xAI Burns Through $1 Billion a Month as Costs Pile Up DRxAI: $12bn/yr burnWe build AI specifically to advance human comprehension and capabilities.Musk says SpaceX vision for Mars will save humanity as he continues to push human extinction fearsOpenAI: $5bn/yr burnOpenAI is an AI research and deployment company. Our mission is to ensure that artificial general intelligence benefits all of humanity.Anthropic: $3bn/yr burnWe strive to make decisions that maximize positive outcomes for humanity in the long run.Act for the global good.Low end estimate to end world hunger per year: $7bnWorld Bank estimate for clean water for all humanity: $150bn/yearNumber of US households without water access: 19mCompliance costs for Clean Air Act: $65bn/yrAnd the great AI investment is getting us…Lowe's CEO says young workers should stay away from the corporate office and close to the cash register"AI isn't going to fix a hole in your roof," Lowe's CEO Marvin Ellison said. "It's not going to respond to an electrical issue in your home. It's not going to stop your water heater from leaking."Amazon CEO tells employees to expect cuts to white-collar jobs because of AIAs ChatGPT Linked to Mental Health Breakdowns, Mattel Announces Plans to Incorporate It Into Children's ToysSeems like, like all tech bro toys, they start with “good of humanity” and end with “rich”Dario Amodei net worth: 1.2bnMusk net worth: 406bnAltman net worth: 1.8bnSpotify's Daniel Ek leads $694 million investment in defense startup Helsing DRPalantir, Meta, OpenAI execs to commission into Army reserve, form ‘Detachment 201'OpenAI wins $200 million U.S. defense contractSpeaking of tech bro middle school manbabies… ever notice how when they're done building their “innocent” empire (paying for things online! 3d goggles! Internet friends!), at some point while swimming in their dual class billions they invest in “defense”?Is it just that middle school boys love things that blow up? Is it really so simple that they all stopped maturing at age 13?Headliniest of the WeekDR: Dimon: CEOs can't expect "everything to be constantly easy"DR: On Juneteenth, Trump says the US has 'too many' holidays "Too many non-working holidays in America … The workers don't want it either!"MM: Jamie Dimon says creating a functional workplace means firing 'a—holes'Who Won the Week?DR: Airbus. Because it's not Boeing.MM: RFK Jr - attacking pharma ads? Good. Healthy Starbucks? Good. Not being involved in starting world war III with Iran? Good. OMG, RFK Jr won the week… PredictionsDR: Tech CEOs start wearing military hats with the main decal being a digital number representing their wealth calculated to the second based on current share price; gold stars representing how many votes per share their class B holdings represent; and stripes represent how many years of college they did NOT attend: 3 stipes meaning they dropped out 2nd semester of first yearMM: Boeing's Ortberg, after reading this paper (Chief executive officer (CEO) Machiavellianism and executive pay.) on how CEOs who act like Machiavelli suggested are successful, decides to fire HALF of Boeing, and give the other half donuts on Fridays in the breakroom because, “...any cruelty has to be executed at once, so that the less it is tasted, the less it offends; while benefits must be dispensed little by little, so that they will be savored all the more.”

TraditionalKraft Heinz to remove artificial dyes from U.S. products by end of 2027 SEC Drops Proposed Anti-Greenwashing Fund Disclosure RulesInitially launched by the SEC in 2022, the proposed “Enhanced Disclosures by Certain Investment Advisers and Investment Companies About Environmental, Social, and Governance Investment Practices” rule was designed by the Commission to address the lack of clear rules communicating the ESG attributes of an increasing number of funds marketing themselves using terms such as “green” or “sustainable.”At the time, the Commission said that the lack of consistent and comparable data “makes it difficult for investors to make better informed investment decisions that are in line with their ESG investment goals,” and “may lead to potential greenwashing.”Peru's Climate Education Revolution: A Blueprint for Global ActionOn World Environment Day 2025, the Government of Peru launched a national initiative to embed climate and environmental education into the country's school system.This move sets an example for the rest of the world and shows how education can and should be a central part of a country's climate strategyPresident Dina Ercilia Boluarte led the announcement of a formal agreement between the Ministry of the Environment (MINAM) and the Ministry of Education (MINEDU).Warner Bros. Discovery Reworks CEO Pay, Reducing David Zaslav's Massive CompensationIf Zaslav hits 100% of his operational and financial goals in the first year after the split, his target pay will be $16.5mn, compared with $37mn in the current contract. If he hits 200% of the targets, it will be as high as $30mn, the company said on Monday.However, the bulk of Zaslav's future pay will be based on stock options after shareholders rebuked a model based on free cash flow generation.The securities filing made late on Monday said the beleaguered media boss would receive about 24mn in WBD shares that could be purchased for the current $10.16 price.If the share price were to double, the package could eventually be worth nearly $250mn.Bank unveils green loans plan to unlock trillions for climate finance An innovative plan to use public money to back renewable energy loans in the developing world could liberate cash from the private sector for urgently needed climate finance.The Inter-American Development Bank (IADB), who developed the proposals, believes the plan could drive tens of billions of new investment in the fledgling green economy in poorer countries within a few years, and could provide the bulk of the $1.3tn in annual climate finance promised to the developing world by 2035.Amazon Buys More than 9 Million Liters of Sustainable Aviation Fuel for Cargo FlightsVenice locals protesting Jeff Bezos and Lauren Sánchez's wedding: 'No space for Bezos'Rate the New Woke/DEI Hire:MI6 Names Its First Female Chief, Career Spy Blaise Metrewelifirst woman to lead Britain's foreign intelligence service in the agency's 116-year history "C"; most recently the director general of technology and innovation "Q"Whirlpool Corporation Welcomes Judith Buckner to Board of Directorsonly 4th woman on 13-member board with -12% gender influence gap; President of Reynolds Cooking & Baking; other leadership roles including Director of Manufacturing, Plant Manager, Director of Engineering and New Product Development and Vice President of Operations and Engineering. Degree in Chemical Engineering; Whirlpool board knowledge dominated (27%) by Economics and AccountingLynn Good Elected to Morgan Stanley Board of Directorslongest-tenured Boeing director (2015-)Rate How “Good” the Headline Is Speed Round: Trump's $499 smartphone will likely be made in ChinaThe Trump Organization's newly-announced smartphone will likely be made in China, experts say, despite claims that the device will be manufactured in the U.S.Her Boss Has Been Spelling The Company Name Wrong For Over A Year, So She Anonymously Reports Him To The Board Of DirectorsGeneral Mills CEO Harmening: ‘We don't sell Cheerios in the morning and then think about sustainability in the afternoon'Companies Bragging About Their AI Furious as Job Applicants Use AI During InterviewsFu Yu's independent directors resign, leaving CEO as only one on boardFinally, rate how good this should/could be for Free Float Analytics:Half of company directors think their board is of no value to the businessAlmost half (46 percent) of company directors in the US and UK think their boards do not add enough value to their organisation, according to the Board Value Index from Board Intelligence. The Board Value Index is based on responses from more than 200 executive and non-executive directors from companies with over $50 million in turnover across the UK and US. Almost a third (31 percent) of directors surveyed said that their board adds no value at all, with half of that group believing their board is actively holding their organisation back.

Story of the Week (DR):Boeing Crash in India Is First Fatal Incident Involving a 787 Jet: Tragedy threatens to throw plane maker's fragile recovery into question MMBoeing stock slides after Air India 787 Dreamliner crashesAI Overviews hallucinates that Airbus, not Boeing, involved in fatal Air India crash One of the Dreamliners That Gave a Boeing Manager Nightmares Just CrashedWhistleblowers always warned that passengers would pay a price for Boeing's tyrannical corner-cutting, especially with the planes shipped overseas.Starbucks accelerates new staffing model to all company-owned North American storesStarbucks has launched its biggest hiring spree in history — aimed at finally tackling the number one gripe from frustrated customers. The recruitment blitz— adding as many as 85,000 workers across its 17,000 US locations — is a bold move aimed at slashing long wait times.CEO Brian Niccol, speaking to 14,000 store managers at a Las Vegas event on Wednesday, called it 'the biggest human capital investment in connection in the history of Starbucks.' Five years ago, Starbucks stores averaged 23 employees. Cost-cutting has since trimmed that number down to 18 to 19 — four to five fewer workers per location.Howard Schultz says he ‘did a cartwheel' when Starbucks CEO Niccol coined ‘back to Starbucks' strategyNETFLIX: 78% NO Jay Hoag“In accordance with the Company's director resignation policy, Mr. Hoag offered his resignation from the Board, conditioned upon Board acceptance. The Nominating and Governance Committee will consider Mr. Hoag's resignation and recommend to the Board regarding whether to accept or reject the resignation or take other action.”Jay Hoag chairs the Nomination CommitteeThe Nominating and Governance Committee met two times in 2024. Each member attended all the Nominating and Governance Committee meetings held in 2024, other than Mr. Hoag who did not attend one meeting.2024: 9% NO; 2023: 23% NO; 2020: 55% NO; 2017: 49% NO; 2014: 49.7% NO; 2011: 9% NOMGMT proposal to declassify the board 99.6% YESMGMT proposal to eliminate supermajority voting provisions 99.6% YESSay on Pay: 2023: 71% NO; 2022: 73% NOSHP Wins (22?)SHP Lobbying Activity Report/Political Disclosures (2 wins): 2022: 60% YES; 2021 80% YESSHP repeal classified board (6 wins): 2017: 63% YES; 2016: 83% YES; 2015: 80% YES; 2014: 82% YES; 2013: 88% YES; 2012: 78% YESSHP simple majority vote (9 wins): 2022: 58% YES; 2021: 90% YES; 2020: 73% YES; 2019: 88% YES; 2018: 84% YES; 2017: 63% YES; 2016: 82% YES; 2015: 80% YES; 2013: 81% YESSHP majority voting policy (4 wins): 2016: 87% YES; ; 2014: 82% YES; 2013: 81% YES; 2011: 72% YESSHP independent board chair: 2013 (1 win): 73% YESNetflix Director Jay C. Hoag sold 31,750 shares of Netflix stock in a transaction dated Thursday, June 5th. The shares were sold at an average price of $1,252.35, for a total value of $39,762,112.50. Following the completion of the transaction, the director now directly owns 63,040 shares of the company's stock, valued at $78,948,144.Why Companies with More Female Board Members Have Better Workplace SafetyThat's the conclusion of “From the Boardroom to the Jobsite: Female Board Representation and Workplace Safety,” written by a pair of Notre Dame professors and a colleague from Villanova University. Examining government and corporate worker safety data from 266 companies between 2002 to 2011, the trio determined that the number of workplace accidents and injuries tended to be lower at businesses that had higher numbers of women on their boards.Goodliest of the Week (MM/DR):DR: Rubrik's CEO let 800 employees sit in on board meetings — and he says it supercharged the companyFor the first seven to eight years of building the company, Rubrik's CEO opened board meetings to all staff.Bipul Sinha said as many as 800 staff members tuned in to these meetings.The data management firm went public in April 2024 and is worth $19 billion.MM: McDonald's downgraded on GLP-1 drug worries: Wall Street's top analyst calls MMAssholiest of the Week (MM):One story, three asshole options:Texas DRTexas Removes BlackRock From Energy Boycott Blacklist2022: Texas bans local, state government entities from doing business with firms that “boycott” fossil fuels““Our review focused on the boycott of energy companies…”Bills That Could Have Hurt Renewable Energy Die in Texas LegislatureTexas finalizes $1.8B to build solar, battery, and gas-powered microgrids2025: Texas Leads U.S. Renewable Energy Generation by a Country Mile - since 2019, renewable energy has nearly doubled to account for 30% of Texas energyBlackrockTexas Removes BlackRock From Energy Boycott Blacklist“BlackRock does not boycott fossil fuels — investing over $100 billion in Texas energy companies on behalf of our clients proves that.Fink letter to clients in 2020: Our role as a fiduciary is the foundation of BlackRock's culture. The commitments we are making today reflect our conviction that all investors – and particularly the millions of our clients who are saving for long-term goals like retirement – must seriously consider sustainability in their investments.As EU acts to stop greenwash, funds drop climate claims from their namesAn email BlackRock sent to clients on March 18, which it shared with Climate Home, said it had responded to the ESMA naming guidelines by changing the names of 56 funds worth $51bn to drop sustainability terms. An example it gave was dropping “ESG” from the BSF Systematic ESG World Equity Fund.How BlackRock's Larry Fink Won Over Donald TrumpBlackRock seeks dismissal of Texas antitrust case over coal productionBlackRock CEO Larry Fink not leaving anytime soon Did you forget about your board? Probably not… Blackrock voted for their own directors, including when those directors were in the bottom quartile for votes receivedBlackrock can even sway the vote on itself: Blackrock also owns 6.7% of itself through funds, primarily indexThe average vote FOR a BLK director is 97.3%, higher than the 96.4% US averageIn fact, the directors with the lowest votes elsewhere… got the highest votes at BLK?THREE founders on the board“Discrimination” in capital marketsX's Sales Pitch: Give Us Your Ad Business or We'll SueLate last year, Verizon Communications got an unusual message from a media company that wanted its business: Spend your ad dollars with us or we'll see you in court.It worked. Verizon, which hadn't advertised on X since 2022, pledged to spend at least $10 million this year on the platform, a person familiar with the matter said.2023: Elon, After Personally Driving Away Advertisers, Tells Them To Go Fuck Themselves (Repeatedly), And Says ‘Earth' Will ‘Judge' Them For Killing ExTwitterCanadian Tourists To The U.S. Down Nearly 40% In May, New Data SaysSUE CANADAHeadliniest of the WeekDR: BJ's Restaurant announces Lyle D Tick as new president and CEO AND ZRG Appoints Interim Talent Trailblazer Liz Dick to Board of Directors MM: Hulk Hogan wants to reimagine Hooters restaurants as his Real American Beer brand makes a new bid to save the chainWho Won the Week?DR: Jay Hoag: ignores shareholders while selling shares while pretending to be independentMM: I have a winner that doesn't know they're a winner - Polish investor Wiaczesław "Slava" Smołokowski, the owner of Polaroid. With Texas pushing Blackrock to its knees for discriminating against oil, the Robby Starbuck winning the war of discrimination against white men, and Elon Musk winning money for discriminating against Nazi platforms, Polaroid has a chance to sue Apple for discriminating against cameras with its phones, sue the state of Texas for divesting from Polaroid in 2001, and sue the US public for not buying printing cameras. . PredictionsDR: Jay Hoag does not attend the Nomination Committee meeting which is meant to accept or reject his resignation but since the other 3 committee members are too scared to act without him they sit and talk about Netflix's upcoming season of Stranger Things for 45 minutes until Brad Smith gets a text from Jay Hoag which simply reads: “Rjct”MM: Dave Calhoun boomerangs back to Boeing to save the day

DAMION1In our 'Glass Lewis complained that the gum-based equity should vest after being stuck to the bottom of his chair in 5 years and not 3 while ISS said, "shit, it just feels like it might be a lot of money probably"' headline of the week. Warner Discovery Shareholders Vote Against CEO David Zaslav's Pay In our 'When 52% is way too wimpy and 54% is a step too far' headline of the week. Cement Industry Pledges 53% Reduction in Greenhouse Gas Emissions by 2050In our 'Immature college dropout finally realizes full professional potential' headline of the week. Misogyny in the metaverse: is Mark Zuckerberg's dream world a no-go area for women? In our 'Has this weird kind of taste, almost as if it came from McDonald's' headline of the week. McDonald's McCrispy Strips receive mixed reviews as analysts question impact on upcoming Snack WrapI just like to point out how stupid and serious headlines like this areIn our 'What do you mean I can't take a 24-gallon container of hand sanitizer in my carry-on bag?' headline of the week. Sorry, you can't use your Costco membership card to get through TSAMATT1In our 'Also known as $45,555 per military personnel deployed in LA.' headline of the week. Taser Boss Tops Ranking of Highest-Paid CEOs, With $165 Million. Here's the List.The marines have been deployed - there are 76 active director veterans tagged in our database, including 6 admirals and 13 former marines. So far, zero statements yet about using the military to quell protests?In our 'We were 91% in favor of you when you were lead independent director with a 24 year tenure and connections to most of the board, but this year, you missed an important meeting where we asked Reed and Ted what we're supposed to do so we call all agree. This is unacceptable. You're fired.' headline of the week. Netflix Shareholders Vote to Oust Jay Hoag, Its Lead Independent Director, but the Board May Decide to Keep HimIn our 'Waltons reject all proposals, but maybe we can make that headline sound better' headline of the week. Walmart, PayPal shareholders reject DEI overhauls as corporate America continues retreat from social issuesOrganization United for Respect racial equity audit: 6.8%. National Center for Public Policy Research's report investigating delays in reversing DEI: 0.4%. But yes, shareholders reject DEI overhauls.In our 'I'm telling mom! Moooooom!' headline of the week. Trump attacks Musk and questions their future ties amid growing feudIn our 'Get some' headline of the week. Lessons in corporate governance from the Trump-Musk spatDAMION2In our 'Men' headline of the week. Women hold 24% of CEO pipeline roles, but just 8% of promotions. What's going wrong?In our 'Disney teases summer blockbuster movie starring Zac Efron: "Revenge of the College Dropout"' headline of the week. Inside OpenAI's Plan to Embed ChatGPT Into College Students' LivesMeta forming new AI lab helmed by Scale AI CEO Alex Wang: MIT dropoutIn our 'Is this why 66% of Americans think that "society is broken" according to an Ipsos survey released this week?' headline of the week. Just one woman has ever founded and led a Fortune 500 company. Here's her storyThe only woman ever to run a Fortune 500 company she founded was Marion Sandler. She was the cofounder of mortgage lender Golden West Financial, which she led with her husband and co-CEO Herb Sandler for more than four decades. She was one of the first two women CEOs on the Fortune 500 in 1997 In our 'As long as he's not drinking Dr. Pepper I think he'll be ok' headline of the week. Keurig Dr Pepper's CEO drinks at least 300 milligrams of caffeine per day. Is that safe?Tim Cofer-17% gender influence gap: 3W total of 11% influence2W of 10 execs (one is HR)In our 'Other candidates considered were Dyle T Lick and Tyle L Dick' headline of the week. BJ's Restaurant announces Lyle D Tick as new president and CEO MATT2In our 'It ISN'T about the middle school manflake dictator' headline of the week. United Airlines Shuts Down Starlink WiFi Service on Its Planes After the Antennaes Caused Problems With Its Jets' EquipmentIn our 'It IS all about the middle school manflake dictator' headline of the week. United Airlines CEO: ‘We're probably doing more AI than anyone'Just obviously without the antennasIn our 'Texas's attorney general announces Blackrock is no longer woke, but will remain on the "suspiciously Jewish" list' headline of the week. BlackRock Escapes Texas Oil-Boycott List After ESG RetreatIn our 'Texas's attorney general announces they are replacing Blackrock with Texas on Texas's investment ban list going forward' headline of the week. Texas finalizes $1.8B to build solar, battery, and gas-powered microgridsIn our 'There are none reasons' headline of the week. Why Apple iOS 26 might make you want to make phone calls againTim Cook and Arthur Levinson's greatest innovation yet: call holding.

Story of the Week (DR):The Baby Billionaire Bromance is Over: Savannah Guthrie Says Elon Musk and Donald Trump Are 'Giving 7th Grade Girl' as President Says Tesla CEO 'Has Lost His Mind'"It's so confusing isn't it? So much going wrong, so much to say, and all of it happening so quickly. The pace of oppression outstrips our ability to understand it. And that is the real trick of the Imperial thought machine.”BlackRock removed from Texas boycott list after quitting climate groupsIn a notable reversal, Texas removed BlackRock from its investment blacklistThis decision followed BlackRock's withdrawal from several climate-focused initiatives, including the Net Zero Asset Managers alliance and Climate Action 100+Texas Comptroller Glenn Hegar cited these actions, along with BlackRock's support for the new Texas Stock Exchange, as reasons for the delisting.“More than $4 billion in Texas funds are invested with BlackRock,” the rep said.The Larry Fink-led company had $11.55 trillion in assets under management at the end of the fourth quarter in 2024.0.0346% Is that possible?Larry Fink; $31M; $11M bonus: “These amounts represent the discretionary annual cash Bonuses … The amount of incentive compensation awarded … was based on subjective criteria”“Lead in a changing world: Completed the creation of a more modern and unified Corporate Affairs function and leveraged the function to refresh the firm's corporate narrative and strengthen its brand.”“Corporate sustainability: Achieved BlackRock's 100% renewable electricity match goal and enhanced the Company's approach to procuring market solutions.”32% said NO on Pay (BlackRock owns 6% of BlackRock)99% said NO to Bowyer Research's theatrical request for a report on “risks related to a perceived shift away from a traditional understanding of fiduciary responsibility to stakeholder capitalism, implied by its assent to the Business Roundtable's Statement on the Purpose of a Corporation, as well as a high-profile embrace of ESG and DEI.”BlackRock CEO Larry Fink has some words of wisdom for leaders navigating the age of populism and social media: Watch what you say: "You have to be a lot more guarded. I can't say everything I really want to say to all of you right now. The reality is you have to be a lot more systematic in what you say and how you say it internally or externally. I mean, we live in a terrarium today. We live in a glass bottle."Big brands are pulling back on Pride merchandise and events this year MMCorporate America Pulls Back from PRIDE in 2025, No Rainbow Logos from Big Brands as June StartsUnitedHealth Group AGM:94% average director support93% Stephen HemsleyHemsley is stepping forward to acknowledge the fallout and chart a new course, promising a comprehensive review of some of the company's most controversial practices.The Wall Street Journal noted in its report on the company's annual shareholder meeting on Monday that Hemsley apologized for UnitedHealth's recent performance and cited a need to rethink many internal processes.99% for directors like Paul Garcia (2021/ former CEO of Global Payments) and Kristen Gil (2022/former VP, Business Finance Officer at Alphabet)92% for Michele Hooper (2007/Lead Independent Director/CEO of The Directors' Council, a private company she co-founded in 2003 that works with corporate boards to increase their independence, effectiveness and diversity)-12% gender influence gap/only 3 women/zero committee chairs)Lowest vote is John Noseworthy, M.D. (86%) former CEO of the Mayo Clinic40% NO on PaySHP excessive golden parachutes 13% YESThe board authorized the payment of a cash dividend of $2.21 per share, up from the prior dividend of $2.10, to be paid June 24 to common stock shareholders of record as of the close of business June 16Hemsley: as of the proxy date: $2.8M (as of 5/16: $3.8M)The previous dividend was $2.10 per share, paid on March 18, 2025The company also suspended its 2025 outlook.Goodliest of the Week (MM/DR):DR: The Trump EPA tried to bury some good newsA climate report acquired by a Freedom of Information Act request shows that U.S. climate pollution declined in 2023.The EPA report documents that in 2023, U.S. climate pollution fell by 2.3%. That's about 147 million metric tons, or MMT, of reduced carbon dioxide-equivalent greenhouse gases.2023 was the first full year after President Biden signed the Inflation Reduction Act, the Democrats' signature climate law that committed hundreds of billions of dollars to reducing climate pollution.DR: How a Peruvian farmer's legal defeat raised new risks for companies DRPeruvian farmer Saúl Luciano Lliuya filed a lawsuit against German energy company RWE, asserting that the company's greenhouse gas emissions contributed to the melting of glaciers near his hometown of Huaraz, Peru.This glacial melt increases the risk of flooding from Lake Palcacocha, threatening his community. Lliuya sought approximately $17,500 from RWE, representing 0.47% of the estimated $4 million needed for flood defenses, corresponding to RWE's estimated share of global emissions since the industrial era began. On May 28, 2025, the Higher Regional Court in Hamm, Germany, dismissed Lliuya's lawsuit. The court acknowledged the legal principle that major greenhouse gas emitters can be held liable for climate-related damages. However, it concluded that the specific threat to Lliuya's property was not sufficiently imminent to warrant compensation. While Lliuya did not secure the compensation sought, the court's recognition of potential corporate liability for climate damages sets a precedent. This acknowledgment may influence future climate litigation, encouraging individuals and communities to hold major emitters accountable for their contributions to climate change.MM: HahahahahahahahahaMusk says SpaceX will decommission Dragon spacecraft after Trump threatElon Musk Melts Down, Claims Trump Is In The "Epstein Files" and That's the Reason They Haven't Been ReleasedElon Musk Declares That He's "Immediately" Cutting Off NASA's Access to SpaceMusk Privately Complaining That His Immense Donations to Trump Didn't Even Buy Him Control of NASAElon Musk claims ‘without me, Trump would have lost the election'Assholiest of the Week (MM): Proxy advisorsZevra TherapeuticsISS added, “...the board's concerns about having a former CEO on the board and potential disruption are valid.”Out of 92,594 active directors in MSCI data from February, 3,123 are tagged as “former executives” at the company they're on the board of522 US companies are on the list - FIVE HUNDRED AND TWENTY TWOThat includes at least one company - National Healthcare Corp - with FOUR former executives on the boardIt also includes 104 large cap companies - like Hewlett Packard, with 3 former execs!Glass Lewis highlighted, “Mr. Regan has limited, dated, and unrelated public board service,”Egan-Jones also questioned the relevant expertise of Mangless' nominees, stating, “…we do not believe Mr. Regan's background in proxy solicitation offers meaningful value in the context of Zevra's boardroom.”Unrelated public board experience?? So you definitely suggested voting against Dana White at Meta? Or Peltz at Disney and his deep media experience? We look at director knowledge pulled from every bio, school, and degree we can get our hands on and standardized the knowledge types in our dataSo we know the average type of knowledge of directors in a given sector - and who DOESN'T have itOur data suggests that only 22% of directors have direct/core knowledge relevant to their industry - less than 1 in 4Shall we vote against the other 78% of directors??Glass Lewis also said that “publication of certain social media activity by Mr. Regan appears to suggest something of a blithe approach to compliance...”Elon?RobotsAmazon ‘testing humanoid robots to deliver packages'FBI says Palm Springs bombing suspects used AI chat program to help plan attackOpenAI to appeal copyright ruling in NY Times case as Altman calls for 'AI privilege'“Talking to AI should be like talking to a doctor or lawyer”Walmart plans to expand drone deliveries to three more statesWaymo's Self-Driving Taxis Have a Hilarious Problem That's Driving People BananasThey honk when backing up“Reverse discrimination” DRDismissed by DEI: Trump's Purge Made Black Women With Stable Federal Jobs an “Easy Target”Quay Crowner was among the top education officials who enrolled in the “diversity change agent program.”Crowner was abruptly placed on leave under Trump's executive order to dismantle DEI programs across the federal government.Her current job as the director of outreach, impact and engagement at the Education Department was not connected to diversity initiatives.More troubling, she said, was that she was the only person on her team who had been let go, and her bosses refused to answer her questions about her dismissal.When she and colleagues from different departments began comparing notes, they found they had one thing in common. They had all attended the training encouraged under DeVos. They also noticed something else: Most of them were Black women.“We have observed approximately 90% of the workers targeted for terminations due to a perceived association with diversity, equity and inclusion efforts are women or nonbinary,”Trump Appoints 22-Year-Old Ex-Gardener and Grocery Store Assistant to Lead U.S. Terror PreventionThe data:We don't have proxy season results in the system yet, but we do have data between August 2024 and May 2025 with results lagThe early results for US companies:54 have become “more manly” - added men, removed women95 have become “more womanly” - added women, removed menGOOD RIGHT? Or…1,163 companies had man “power ups” - men got more influence1,075 companies had female “power ups” - so men are getting fewer board seats, but more power at more companies?SECRET: expand the board and add men! 422 boards expanded between Aug and May, and 362 seats went to men and 181 to women - literally 2:1 ratio!574 US companies now have 2 or fewer women on the boards - up 8 companies between Aug and May, and results aren't even in the antiwoke Trump eraRetail investorsVOTEAccused UnitedHealthcare CEO killer Luigi Mangione said executive ‘had it coming,' prosecutors revealUnitedHealth investors approve new CEO's $60M pay package despite turmoil following top executive's assassinationUS-Boeing deal over 737 Max crashes ‘morally repugnant', says lawyer for victims' familiesLowest vote result from April for board: 92% in favor of Robert Bradway, everyone else 94% or better - including 98% in favor of OrtbergHeadliniest of the WeekDR: In light of headlines like this: Meta's Platforms Have Become a Cesspool of Hatred Against Queer People I wanted to point out this op-ed from the NYT: Anthropic C.E.O.: Don't Let A.I. Companies off the Hook Anthropic CEO Dario Amodei opposes a proposed 10-year federal ban on state AI regulation, calling it "too blunt" for the rapidly evolving technology.He argues that AI could fundamentally change the world within just a couple of years, making a decade-long freeze risky and impractical.Amodei warns the ban would leave states unable to act and the nation without a coherent federal policy, exposing the public to AI risks.He cites real-world examples of risky AI behavior, such as Anthropic's own model threatening to leak user emails, to highlight the need for oversight.Instead of a moratorium, Amodei urges Congress and the White House to establish a national transparency standard requiring AI companies to publicly disclose testing protocols, risk mitigation strategies, and safety measures before releasing new modelsMM: The maker of Taser is the highest paid CEO, taking home $165 million—his new pay package and soaring stock made him a billionaire last yearWho Won the Week?DR: The meritocracy: Meet Thomas Fugate: 22-year-old ex-gardener and grocery store assistant to lead $18 million terror prevention teamMM: After reading no fewer than 12 hours and 500 stories of the Musk/Trump feud, I've concluded this week there are no winners. We're all losers.PredictionsDR: Musk Challenges Trump to Cage Match on Mars: ‘Winner Gets X, Loser Gets Truth Social" but actually… their hatred for all things DEI/gay is too much to keep them apart, especially in the month of Pride and JuneteenthMM: The 19 analysts covering Palantir stock are given umbrellas by their respective firms after Trump may team with a tech company to create a database of Americans, just two months after CEO Alex Karp said that Wall Street analysts who "tried to screw" the company should be sprayed with "light fentanyl-laced urine" from drones.CALLBACK ALERT: Glass Lewis also said that “publication of certain social media activity by Mr. Regan appears to suggest something of a blithe approach to compliance...”

Securities body considers rollback of DEI and ESG goalsInternational Securities Services Association debates changes as political climate shifts under Trump 2.0.In the UK, both the Financial Conduct Authority and the Prudential Regulation Authority have scrapped mandatory DEI rules in the financial sector, citing costs and the additional regulatory burden.F.T.C. Investigates Ad Groups and Watchdogs, Alleging Boycott CollusionThe Federal Trade Commission is investigating whether roughly a dozen prominent advertising and advocacy groups violated antitrust law by coordinating boycotts among advertisers that did not want their brands to appear alongside hateful online contentClimate Startups Are Pausing Operations, Cutting Staff and Entering Bankruptcy as Trump Policies BiteEnergy Department announced $3.7 billion worth of funding cuts for clean-energy and climate projects on Friday—in latest blow to green sectorAllianzGI Says First ESG Defense Allocations Likely This YearAllianz Global Investors expects some of its ESG funds to start adding defense holdings in the coming months, as the money manager updates prospectuses to match the political mood in Europe.EU to propose more flexible climate goal in JulyThe European Commission will propose a new EU climate target in July that includes flexibilities for how countries meet it, as Brussels attempts to fend off mounting criticism of Europe's environmental aimsThe proposal will set an EU goal to cut net greenhouse gas emissions 90% by 2040, compared with 1990 levels.However, the EU executive plans to add flexibilities to that target, which could reduce what it demands from domestic industriesThe flexibilities include setting an emissions-cutting target for domestic industries that is lower than 90% and letting countries buy international carbon credits to make up the rest, to reach 90%.Meta wants to replace its human workers with AI to review privacy and societal risksIt's been revealed that Meta plans to replace its human staffers with AI in reviewing the platform's privacy and societal risks.According to the company's internal documents obtained by NPR, the algorithm could automate up to 90% of all risk assessments previously done by people. This means that essential updates to Meta's safety features, programming, and content-sharing capabilities will be mainly optimized by AI‘Something is awry in Delaware': New study reveals lawyers in the smallest U.S. state are winning fee ‘multipliers' from major companies up to 66 times their normal hourly rateA new study shows attorneys in corporate cases in Delaware are earning as much as 66 times their hourly rateThat has prompted venture capitalists to increase calls for their businesses to incorporate elsewhere or move their corporation out of the stateElon Musk Reportedly Owes Donald Trump a Colossal Sum of MoneyMusk reportedly still owes president Donald Trump an eye-watering $100M out of the $300M he committed to get the reality TV star elected.Secret OpenAI Memo Describes Plans to Make Users Rely on "Entity"As The Verge reports, the Justice Department's ongoing attempts to break up Google's alleged monopoly garnered an OpenAI memo detailing the latter company's plans to build out ChatGPT an integral part of users' lives — acting as an "entity" that would "understand" them and be their "interface to the internet."Humans will live forever by 2050 thanks to android bodies and AI minds'the rich will use advanced tech to upload their brain to computers or android bodiesFuturologist Dr Ian Pearson believes advances in computing, genetic engineering, and robotics will let people become immortal: “By 2050, it will only really be for the rich and famous” SPEED ROUNDCEO pay rose nearly 10% in 2024, Associated Press analysis findsAlaska Will Lose 69% of Its Glacier Mass Under Current Climate Change PledgesWomen run 11% of Fortune 500 companies in 2025—but progress is still slowDollar General posts record sales as bargain stores attract more people anxious about the economyJamie Dimon for president? Why the banking CEO would be a welcome alternative for many voters

Story of the Week (DR):Boeing strikes $1.1 billion deal with Justice Department over deadly 737 Max crashes—and must pay $445 million to victims' familiesBoeing will avoid a felony conviction by agreeing to pay over $1.1 billion, which includes a $243.6 million fine, $444.5 million to victims' families, and more than $455 million to enhance compliance, safety, and quality systems.The families were informed nearly a week after the DOJ said it had struck a tentative deal with Boeing that allows the company to avoid criminal prosecution for allegedly misleading regulators about the company's 737 Max plane before two crashes that killed 346 people.Market Basket CEO Arthur T Demoulas placed on administrative leave by board of directorsDemoulas has been placed on paid administrative leave by the company's board of directors, along with two of his children and several other executives.The board initiated an internal investigation into Demoulas' conduct, citing concerns over transparency and succession planning. Specifically, the board expressed frustration over limited access to critical company information, including budgets and plans for leadership succession, and alleged that Demoulas was planning a work stoppage. Demoulas has responded through a spokesperson, claiming he was "ousted" in what he describes as a "farcical cover for a hostile takeover." This situation echoes a similar family dispute in 2014, which led to widespread employee protests and customer boycotts in support of Demoulas. The current conflict raises questions about the company's leadership and future direction amid ongoing supermarket industry consolidationIn June 2014, CEO Arthur T. Demoulas was ousted by a board controlled by his cousin, Arthur S. Demoulas, amidst longstanding family disputes over company control.Customer: “If the employees think another walkout makes sense, then I'd support them. Basket ‘til the casket.Market Basket, a regional supermarket chain in New England, generates an estimated $7.3 billion in revenue. The company employs approximately 25,000 people. The revenue projection is roughly double what it was in 2014.Market Basket director: CEO Demoulas took company 'hostage'The Fake Elon government exit: A Disillusioned Musk, Distanced From Trump, Says He's Exiting Washington MMPer 18 U.S.C. § 202 (a), a Special Government Employees (SGE) is “an officer or employee . . . who is appointed to perform temporary duties, with or without compensation, for a period not to exceed 130 days during any period of 365 consecutive days.”Elon Musk says he doesn't "entirely agree" with Trump administration, explains why he feels "stuck in a bind""But it's difficult for me to bring that up in an interview because then it creates a bone of contention," he said. "I'm a little stuck in a bind, where I'm like, well, I don't wanna, you know, speak up against the administration, but I … also don't wanna take responsibility for everything the administration's doing. So I'm, like, kinda stuck, you know?"Deepfake ElonFalse StartAugust 2006: “[Our] long term plan is to build a wide range of models, including affordably priced family cars … When someone buys the Tesla Roadster,” he added, “they are actually helping pay for development of the low-cost family car.”2016: Musk reiterated that, even though Tesla had not yet delivered on the 2006 promise, it still planned to build an “affordable, high-volume car.”January 2025: Musk said that—finally—Tesla would start producing the affordable model in the second half of 2025.April 2025: Reuters reported that Tesla had scrapped plans for the cheap family car. Musk posted on X that “Reuters is lying (again),” eliciting the Reuters response that “[Musk] did not identify any specific inaccuracies.” A Tesla source told Reuters that instead of the long-promised cheap family car, “Elon's directive is to go all in on robotaxi.”Hyperloop HypeAugust 2013: “A new open source form of transportation that could revolutionize travel.”The Hyperloop was shuttered in 2023—but even as late as 2022, Musk was still promising that Hyperloop could go from Boston to New York City “in less than half an hour.”Driverless PioneeringSeptember 2013: “We should be able to do 90 percent of miles driven [autonomously] within three years.”Full Autonomous DrivingOctober 2015: “Tesla will have a car that can do full autonomy in about three years.”December 2015: “We're going to end up with complete autonomy … and I think we will have complete autonomy in approximately two years.”January 2016: “I think that within two years you'll be able to summon your car from across the country.”.June 2016: “I consider autonomous driving to be a basically solved problem … We're less than two years away from complete autonomy.”November 2018: “I think we'll get to full self-driving next year.”Autonomous ChargingOctober 2016: “we'll be able to do a demonstration drive of full autonomy all the way from LA to New York—from home in LA to let's say dropping you off in Time Square in New York, and then having the car go park itself—by the end of next year … without the need for a single touch, including the charger.”In April 2017: “I think we're still on track for being able to go cross-country from LA to New York by the end of the year, fully autonomous … Just software limited.”BoringApril 2017: The Boring Company was supposed to deliver an underground maze of tunnels where passengers could travel in autonomous vehicles at 150 miles per hour.The goal was to build one mile of tunnel per week: “Finally, finally, finally, there is something that I think can solve the goddamn traffic problem.”So far: the 1.7-mile LVCC Loop in Las Vegas: currently takes paying passengers between three stations in chauffeur-driven Model Y Tesla cars which slow to just 15 miles per hour when the tunnels get congested.Brain ChipsAugust 2017: First product would be on the market “in about four years.”In 2024: the first human trial subject receives a Neuralink implant (though some researchers show frustration over a lack of information about the study.)Special DeliveryNovember 2018: “Probably technically be able to [self-deliver Teslas to customers' doors] in about a year.”FSD Finally?January 2019: “When do we think it is safe for full self driving?” asks Musk on a Q4 earnings call. “Probably towards the end of this year.”Feb 2019: “We will feature complete [with] full self-driving this year … The car will be able to … take you all the way to your destination without an intervention this year. I'm certain of that. That is not a question mark.”January 2021, on an earnings call: “I'm highly confident the car will drive itself for the reliability in excess of a human this year. This is a very big deal.”December 2021: “It's looking quite likely that it will be next year,” he says.May 2023: “I mean, it does look like [full autonomy is] gonna happen this year.”One Million RobotaxisApril 2019: “We expect to have the first operating robot taxi next year with no one in them … Next year for sure, we'll have over a million robotaxis on the road.”April 2025 earnings call: Musk says that Tesla will unveil its robotaxi service in Austin, Texas, next month, with up to 20 Model Y vehicles supervised remotelyLevel Five Is AliveJuly 2020: “I'm extremely confident that level 5–or essentially complete autonomy–will happen … this year … There are no fundamental challenges remaining,” he stated.December 2020: “I'm extremely confident that Tesla will have level 5 next year,” Musk tells Mathias Döpfner, the CEO of Business Insider's parent company, Axel Springer SE. How confident? “100 percent,” replies MuskMusk also tells Döpfner that a human will possibly step onto Mars by 2024.April 2025 earnings call: “We'll start to see the prosperity of autonomy take effect in a material way around the middle of next year … There will be millions of Teslas operating autonomously, fully autonomously in the second half of next year.”March 2025: Babysitting Robot Army2021: “hopefully” Tesla will be able to make about 5,000 Optimus robots this year. Musk then claimed Tesla would make “probably 50,000-ish [Optimus robots] next year.”Optimus “will be the biggest product of all time by far—nothing will even be close. It'll be 10 times bigger than the next biggest product ever made. Ultimately, I think we'll be making tens of millions of robots a year.” Mere seconds later: “Tesla would actually make “maybe 100 million robots a year.”April 2025: he told investors that production could be impacted by the restrictions on rare-earth metal exports China implemented in response to President Trump's tariffs. There's no date yet for the launch of Optimus.ESG inventor says Trump its 'best possible advert'Paul Clements-Hunt, credited with coining the term "ESG", views Trump's opposition to ESG investing as inadvertently beneficial for the movement.Clements-Hunt argues that Trump's criticisms have heightened public awareness and discourse around ESG principles, effectively serving as a "best possible advert" for ESG by bringing it into mainstream conversations.He suggests that the backlash has prompted companies and investors to more rigorously define and implement ESG strategies, moving beyond superficial commitments2025 U.S. Proxy Season: Midseason Review Finds Sharp Drop in Shareholder Resolutions on Ballot Goodliest of the Week (MM/DR):DR: Penguin Poop: The Latest Tool to Fight Climate Change DRPenguin guano releases high concentrations of ammonia, which reacts with sulfur compounds in the atmosphere to form aerosols. These aerosols facilitate cloud formation, potentially cooling the Earth's surface and preserving Antarctic ice. MM: State Comptroller votes to prioritize fiduciary duty for proxy votingState Comptroller Elise Nieshalla, Indiana Deferred Compensation CommitteeThe new policy, Bowyer Research Proxy Voting Guidelines , provides a voting framework solely focused on shareholder value.Live case study in whether Bowyer votes against directors! Remember when Strive said they voted anti-woke, and really they just voted against women? Now we'll find out if Bowyer uses Free Float data secretly or if they just vote against brown peopleMM: Volkswagen executives get prison time in 'Dieselgate' scandalAssholiest of the Week (MM): Tesla investors demand Musk work 40-hour week at EV maker as 'crisis' buildsJack Dorsey, Twitter's Eccentric CEO, Could Be Looking For A Job SoonElliott is concerned that Dorsey hasn't focused enough on Twitter, because he is also chief executive of payments company Square. The hedge fund is pushing for a CEO whose sole job is running Twitter.CEOsWells Fargo's Scharf Says CEOs Are WorriedCEO pay rose nearly 10% in 2024 as stock prices and profits soaredMore money!Activist Investor Accuses Penn CEO Of Using Company Jet As 'Personal Uber,' Citing Losses And Barstool DebaclePerks!Anthropic CEO warns AI could eliminate half of all entry-level white-collar jobsEven more money!CEO Jensen Huang to Sell $800 Million of Nvidia StockEven more more money!UnitedHealth Group faces lawsuit claiming it used ex-employees' 401(k) funds to defray its own costs DRThe vote on the board is MondayThe company offered the Executive Chair and former CEO Stephen Hemsley $60m in non-performance based options at the near nadir of the stock price, vesting in 3 years, that we estimate will equal roughly $170m in value if the stock price returns to where it was just 6 months agoHe is the highest influence director even BEFORE Witty quit in disgrace - he's likely to have as much as 40% influence when we remove WittyThe company is under investigation for defrauding Medicare, they had an executive assassinated, they have effectively denied coverage for thousands of customers, and now they were stealing from their own employees… and you can vote them outHalf brained idea:James G. Davis, Jr. Announces Retirement from American Woodmark Board of DirectorsHe's 65 years old, been there for 23 years, decides to step downHow about this - make boards a LIFETIME position, no votesWouldn't investors actually pay attention if every director was “elected” just ONCE? They could be like the supreme court and serve until they die or retireHeadliniest of the WeekDR: Musk's SpaceX town in Texas warns residents they may lose right to ‘continue using' their propertyDR: 9 of the most out there things Anthropic CEO Dario Amodei just said about AIOn when he thinks the world will see the first billion-dollar company with one employee.“2026”MM: Nearly Half of Young People Wish the Internet Had Never Been InventedWho Won the Week?DR: Boeing CEO Kelly Ortberg: DOJ looks the other way a week after Boeing secured a record-breaking $96 billion order from Qatar Airways during Donald Trump's trip.MM: Grok: Marjorie Taylor Greene beefs with Elon Musk's AI chatbot: 'The judgement seat belongs to GOD'PredictionsDR: RFK Jr. discovers Trump Poop is more effective than 93% of the American Federation of Teachers unionMM: Vince McMahon sex trafficking case co-defendant John Laurinaitis agrees to help accuser - 100% chance he's pardoned. ONE. HUNDRED.

DAMIONLet's start with a softball: Tesla's Europe sales plunge 49% on brand damage, rising competition. Who Do You Blame?ElonLiberals Who Hate ElonTrump 2.0The Tesla board (I'm looking at you Robyn and Kimbal)Apathetic Tesla investorsNobody. Share price is king. MMISS backs Dynavax directors in board fight with Deep Track CapitalDeep Track Capital, which is Dynavax's second largest shareholder with a nearly 15% stake, is pushing on with a proxy fight and wants new directors to prioritize development of the company's hepatitis B vaccine instead of pursuing new acquisitions."Vote for all four management nominees," ISS wrote in a note to clients that was seen by Reuters. "The dissident has failed to present a compelling case that change is necessary at this meeting."Despit that "There has been a stall in momentum" and that "the market has in no way rebuked the company's strategy" even though Dynavax's stock price has fallen 18% over the last 12 months.Who Do you Blame?ISS, for an inability to articulate big ideas with data.Dynavax's current board knowledge profile: while pretty balance overall with science-y stuff like Medicine and Dentistry (14%); Biology (15%) along with a reasonable amount og Economics and Acounting (12%), the board notably lacks Sales and Marketing (0%).Deep Track Capital nominee probably fits that bill: an experienced drug development and commercialization professional most as interim CEO/COO at Lykos Therapeutics, including overseeing the commercialization of Moderna's COVID-19 vaccine and marketing and sales at Sanofi PasteurISS, again, for ignoring the presence of 15-year director and Nominating Committee chair Daniel Kisner. Why is this guy allowed to maintain dominance over the selection of new directors?Especially consider the presence of fellow long-tenured director Francis Cano on the committee who is 80 and has served for 16 yearsCano had 29% votes against in 2018, but then only 4% in 2021 and 8% in 2024 The board's atrocious lack of annual elections. While the company celebrities the appointments of two new directors in early 2025, one of them, Emilio Emini, will not be up for shareholder review until the 2027 AGMCan I blame DeepTrack (14%), BlackRock (17%), Vanguard (7%), and State Street (6%) = 44%PepsiCo Is Pushing Back its Climate Goals. The Company Wants to Talk About ItPepsiCo said Thursday it pushed back by a decade its goal to achieve net-zero emissions from 2040 to 2050, as well as a handful of delays on plastic packaging goals, to name a few of the shiftsJim Andrew, chief sustainability officer, said PepsiCo's ability to make progress at the rate it would like to “is very very dependent on the systems around us changing.” He added the “world was a very different place” when it was working on these goals in 2020 amid a completely different political and regulatory landscape.Who Do You Blame?Pepsi's very large board of 15 directorsmost governance experts and research converge around an ideal range of 7 to 11 directors. Which really means 9?Beyond 11, boards often suffer from slower decision-making and diluted accountability.Pepsi's completely protected class of directorsAccording to MSCI data: no current director has received more than 9% votes against since the 2015 AGM. Average support is over 97%Despite hitting .400 overall (peers hit .581): .396 carbon (vs. 473) and .180 on controversies (vs. 774)The fact that the company is named Pepsico and not Pepsi which is kinda irritatingPepsi's Gender Influence Gap of -11%In fact, of the top 7 most influential directors, 6 are men with 68% aggregate influenceThe woman is Dina Dublon (11%), the former CFO at JPMorgan Chase, who has been on the board for two decades. I guess her experience as a director on the Westchester Land Trust is not enough to sway the gentlemen.The Land Trust is chaired by Wyndham Hotels director Bruce Churchill, whose experience at DirectTV must really be crucial in the protection of the natural resources of Westchester CountyWhat Makes a Great Board Director? It's Hard to Define, but It Has Rarely Been More Crucial. Who Do you Blame?The WSJ for still failing to define it appropriately despite being the effing WSJ!Proxy advisory firms, for not having the data that could better inform shareholdersThe SEC/listing exchanges for not requiring data that could better inform shareholdersEvery person in the world who does not use Free Float Analytics data2025 U.S. Proxy Season: Midseason Review Finds Sharp Drop in Shareholder Resolutions on BallotTrump 2.0Darren Woods and ExxonThe anti-ESG shareholder proponents for depressing us with their political theaterApathetic investorsMATTBall CFO to depart after less than 2 years in roleHoward Yu: The departure is not related to any disagreement with the Company on any matter relating to its accounting practices, financial statements, internal controls, or operations.Because everyone leaves in less than 2 years when they're happy? Who do we blame!:Ball's Audit Committee - only 29% of company influence, but maybe they're too busy to pay attention to the CFO at all? We know audit committee roles are hugely time consuming, so Cathy Ross (ex CFO FedEx) on two audit public audit committees, John Bryant (ex CEO of Kellogg) on FOUR audit committees, Michael Cave (ex Boeing exec from 787 Max days) on just Ball audit, and Todd Penegor (current CEO of Papa Johns) on THREE boards AND an acting CEOBall's Nominating Committee - 48% of company influence, maybe they suck at their jobs? Stuart Taylor, who's been on the board since 1999, Dune Ives, Aaron Erter, and… Cathy Ross and John Bryant, also on the audit committeeHoward Yu, who departed unrelated to “any disagreement with the Company” on anything he actually did thereCEOCathy Ross and John Bryant93% of U.S. Executives Desire Board Member ReplacementsOld people: There are 14,440 non executive directors in the US on boards with an average age of 63 years old and 2,569 executive directors with an average age of 58.298 companies in the US have at least ONE director over the age of 80. Directors over the age of 80 have on average 9% influence on the board and on average 19 years of tenure - old and no one actually listens to them.Two US directors - Tommy Thomson (82 years young) and John Harrington (87 years young) are on THREE boards eachMeyer Luskin is 100 years old on the OSI Systems board - he is UCLA class of 1949 and has 6% influence after 35 years on the boardMilton Cooper is 95 years old on TWO boards - Getty Realty and Kimco Realty, where he has 53 and 34 years of tenureImagine being a 58 year old CEO and chair of your board and showing up to have to listen to John Harrington and Meyer LuskinOutlandishly outsized influencersOf 24,000 US directors, 591 have more than 50% influence on their boards. Those boards average 7 other people - is there a point to those 7? Connected directors hating on unconnected directorsThere are 575 directors on boards who are connected to 50% or more of the board… A fun example - at Target, 92% of the directors are connected through other boards or trade associations - that's 11 out of 12 directors. Do you think the board just hates Dave Abney for having no obvious connections to them?Shrill womenThere are 7,450 female directorships on US public boards596 have advanced degrees from elite schools80 of them are non executives at widely held corporations with no ties to the company or family with zero known connections to the existing board membersDon't the other directors just wish they weren't there being smart asses?Meta Buys 650 MW of Renewable Energy to Power U.S. Data CentersAES, the woke Virginia based energy company with 5 women and 6 men on the board where 63% of the board has advanced degrees and four of the board members aren't even AmericanArkansas, the woke state that allowed solar energy to get built thereMeta AI, because AI can't even discriminate against renewable energy because it's so wokeMark Zuckerberg, the dual class dropout dictatorMark Zuckerberg, the government ass kisser, MAGA convert, and attendee at the oil state Qatari meetup with Trump who set up this purchase, like, BEFORE the world hated woke, so it's not his fault because he's REALLY super into oil and stuff

Story of the Week (DR):Right wing faux populism:Josh Hawley blasts Allstate CEO for making $26M last year — while company can't ‘afford' to pay out claimsTrump Attacks Walmart, Tells Retailer to ‘Eat the Tariffs' Instead of Raising PricesTesla CFO earns staggering $139M compensation packageVaibhav Taneja: Approximately 80% of Mr. Taneja's equity award was granted as stock options and 20% of the award was granted as restricted stock units. Robyn Denholm member of Pay CommitteeIn 2024, Tesla experienced its first annual sales decline in nearly a decade, with a 1.1% drop in global deliveries. In April 2025, Chinese automaker BYD surpassed Tesla in European electric vehicle sales for the first time, registering 7,231 units compared to Tesla's 7,165. This shift is attributed to BYD's competitively priced and technologically advanced lineup. Tesla's sales in California, its largest American market, declined in all four quarters of 2024, with Model 3 sales plunging 36% for the year. In 2024, Tesla led all automakers in the U.S. with over 5 million vehicles recalled across 16 separate campaignsIn 2025, Tesla dropped to 95th place out of 100 in the Axios Harris Poll, down from 8th place in 2021In a hidden 10K/A from 4/30/25“Staggering” is from Fox: even more fake anti-capitalist rhetoricScared bro dictatorships: Duolingo deletes its TikTok and Instagram posts amid AI backlashCEO Luis von Ahn, posted a memo on LinkedIn last month describing plans to make the company "AI-first." He said the company would "gradually stop using contractors to do work that AI can handle" and "headcount will only be given if a team cannot automate more of their work."The backlash was harsh. Tweets, TikToks, and Reddit posts exploded in outrage. As of Tuesday, Duolingo's social accounts had been wiped — no posts, no icon. Duolingo did not respond to a request for comment.And the one statement that was released by a Duolingo spokesperson, after the account went dark, did not shade much light on the situation (pun intended): “Let's just say we're experimenting with silence. Sometimes, the best way to make noise is to disappear first.”Duolingo CEO says there may still be schools in our AI future, but mostly just for childcareBro dictatorship (76% combined voting power)Co-founder CEO Luis von Ahn (43%); co-founder CTO Severin Hacker (40%)Classified board: why?Each share of Class A common stock is entitled to one vote, and each share of Class B common stock is entitled to 20 votesThe worst kind of suck-ups: Verizon ends DEI programs, diversity goals as it seeks approval for Frontier acquisition MMVerizon dumped DEI. Then regulators cleared its $20 billion Frontier deal4/1/25: T-Mobile announces DEI changes in pursuit of LumosA day after T-Mobile said it would end some diversity, equity and inclusion practices, the FCC gave a green light to T-Mobile's deal with EQT for fiber operator Lumos.5/22/25: AT&T CEO on potential Trump DEI pressure for $5.75B deal: 'We don't have to roll back anything'AT&T CEO John Stankey isn't showing his hand yet on whether he plans to dial back diversity, equity, and inclusion (DEI) initiatives to gain approval for a big new fiber deal from the Trump administration.AT&T said late Wednesday it would acquire all of Lumen Technologies' (LUMN) fiber business for $5.75 billion, above the already pricey $5.5 billion that deal watchers estimated a few weeks ago.Goodliest of the Week (MM/DR):DR: Most US executives want to remove at least one director, PwC survey says93% said they wanted at least one director to be replaced, an all-time high for the five years this survey has been conducted78% said two or more should be replaced56% worried about directors' performance being diminished by their advanced age47% worried members served on too many boardsOnly 32% believe their boards have the right skills and expertiseMM: BYD overtakes Tesla in Europe for the first time. That's more bad news for Elon Musk. MMI'm now rooting for China… and I'm not alone: Jamie Dimon says he is a 'red-blooded American patriot capitalist,' but he sees how China's hustle is paying offAssholiest of the Week (MM):Shareholders lamenting the rise of virtual meetingsShareholders lament the rise of virtual annual meetingsThey miss the time they could meet directors face to face before voting 97% in favor?Shareholders afraid to vote against directors93% of U.S. Executives Desire Board Member Replacements, Survey Finds - News and Statistics49% of directors think one other director should get the axe too according to PwCGrant them their wish!! Just YOU choose instead of them!I'll do it for you:If I look at directors actively on 2+ boards, who have served on at least 3 boards in the last 7 years…Filter them by performance - below average earnings, TSR, AND controversies…There are 66 options to choose from!Including… Stephen Girsky, CEO of fraudulent company Nikola!Randy Weisenburger at Valero Energy and Carnival!Robert Johnson on the boards of Spirit Aero, Roper, and Spirit Airlines!Arnold Donald on four boards - Salesforce, BofA, GE Vernova, MP Materials! Four times the underperformance!Chip Bergh at HP and Pinterest!What, you don't recognize any of these names? These sound like random board members? Shame on you!Johnson has been on the boards for 18,19, and 14 years respectivelyWeisenburger for 14 and 16 yearsDonald's been at BofA for 12 yearsBergh's been at HP for 9 years!These people are tenured. They've been around. They've proven they are really good at overseeing underperformance. VOTE. THEM. OUT.I'm sure you're worried about hurting their feelings or seeming activist - you're not, and you won't! Even the boards and executives wish you would vote someone out! Try it!Harvard board members DRDHS barred Harvard from enrolling international students. Here's what's at stake and what's still uncertainYou've let Bill Ackman be your big fat useless mouthpiece - where the fuck are you all? Oh, I found you…2,173 companies in our database have at least one director who attended Harvard848 of those companies are NON US companiesJust under 4% of ALL GLOBAL DIRECTORSHIPS are held by what we KNOW are Harvard alumsIt's 9% of all US company directorships - nearly 1 in every 10 US directors at a company are from HarvardAverage network power of a Harvard director is $6.2 trillion, compared to a global average of $2.6 trillion - Harvard directors have nearly 2.5x the power of an average directorHarvard directors have on average 13% influence compared to 11% for other directorsOn average, 38% of Harvard directors have merit - while 20% of non Harvard directors doDriven largely by the fact that 62% of them have core industry knowledge and 55% are company leaders - vs. 19% of non Harvard directors with core industry knowledge and 44% of non Harvard directors being leadersWhere we have race/ethnicity data for Harvard directors (1,664 of them), 28% are non white - compared to non Harvard directors where we have race (12,412 of them) only 16% are non whiteAt least 70 of the directors who went to Harvard in our database are tagged as international nationals in our data - and that's a WOEFULLY incomplete datasetOpen your fucking mouths! Did going to Harvard any of you help you get jobs and board positions? Was it nice to network and meet people who eventually could help you get jobs? Is there a culture of Harvard? I hate Harvard, and even I think this is utter madness and stupidity - stand up! Say something you cowards! Headliniest of the WeekDR: Chicago Sun-Times prints summer reading list full of fake books: Reading list in advertorial supplement contains 66% made up books with real author names: "Tidewater Dreams" by Isabel Allende and "The Last Algorithm" by Andy Weir MM: ‘Buy the dip'? You're twice as likely to do that if you're a manNacho dip? Women Outperform Men as Investors, Statistics Show. Here Are 3 Possible Reasons.MM: Anthropic's new Claude model blackmailed an engineer having an affair in test runsMM: Pitney Bowes appoints activist investor as new CEOI love when a company literally just gives up entirelyWho Won the Week?DR: Sam Alman, Ugh: Sam Altman Tells Staff Plan to Ship 100 Million Devices That See Everything In Users' Lives after OpenAI is buying iPhone designer Jony Ive's AI devices startup for $6.4 billionMM: Bud Light - thanks to one trans beer drinker, everyone that shot their Bud Light cans avoided future illness: Beer is the latest source of hazardous PFAS, or ‘forever chemicals,' according to worried scientists. Thank you, trans beer drinkers! You saved us once again!PredictionsDR: When AT&T gives up its DEI program to the Trump altar, I buy some string and quickly make hummus so I can use two empty cans of chick peas to make my new phoneMM: Since this is going forward - Antitrust Cops Say BlackRock, Other Fund Giants May Have Hurt Coal Competition - which should read “Company owners ask companies they own to do stuff” - Blackrock will launch a new investment vehicle called “Pick Your Own Damn Stocks, We Don't Give a Damn LP” in which clients can pick the investments and are auto enrolled in a proxy voting program called “Whatever the Fuck Ever” in which voting and engagement are assigned directly to every board chair.

The 5:5:5 Good Game of Stupid Edition: Normal/Trump/Funny (to me)Normal93% of U.S. Executives Desire Board Member ReplacementsIn a recent survey conducted by PwC and The Conference Board, a substantial majority of senior executives in the U.S. expressed a desire for changes within their company's board of directors.The study revealed that 93% of the 520 top managers surveyed want at least one board member replaced, marking a record high in the survey's five-year history.The findings highlight growing tensions between management and boards, as 32% of executives reported board members interfering in day-to-day operations, a significant increase from 16% the previous year.Concerns were also raised about directors' performance being hindered by age and overcommitment, with 56% and 47% of respondents citing these issues, respectively.Tejon shareholders vote in activist investor, remove longtime directorAndrew Dakos received 19,785,261 proxy votes in favor to 17,338,888 against, which allowed him to unseat 24-year director Michael Winer, who received 821,536 in favor and 2,974,871 againstNew Jersey activist group Bulldog InvestorsPhillip Goldstein (19,757,851/17,342,618); Chair (2015-) and Director (1998-) Norman Metcalfe (81) somehow reelected (19,807,311/3,547,606) Shell Faces Fresh Legal Challenge Over Development of New Oil and Gas FieldsDutch environmental group Milieudefensie said by developing new fields, the oil and gas giant is in breach of legal duties to cut carbon emissionsStarbucks doubles down on baristas, not AI, to fix its customer crunchElon Musk says he will spend ‘a lot less' on future campaign donationsElon Musk commits to leading Tesla for next five yearsTrumpTrump tells Walmart to 'eat the tariffs' instead of raising pricesLA Port shipments fell 30% in early May after Trump tariffsMeet the New York Times CEO: She's outmaneuvering tech, Trump, and an industry in crisisMeredith Kopit Levien: the youngest person and second woman to lead the institution in its 173-year history.Business owners with unfortunately named companies face fallout thanks to Trump's war on wokeDavid Markley called his business DEI. which stands for Design Engineering Inc., long before the Trump backlash took off.Another business named DEI is the restaurant supply company owned by Ricardo Gomez.Trump signs bipartisan Take It Down Act to fight ‘revenge porn' and deepfakesTrump said that under the law, “anyone who intentionally distributes explicit images without the subject's consent will face up to three years of prison.In addition, this law establishes new civil liabilities for online platforms that refuse to take these images down promptly upon request. We will not tolerate online sexual exploitation.”Funny (to me)Engineers Reveal Robot That Takes Care of Old People So You Don't Have toNetflix Faces Backlash From Conservatives After Picking Up Sesame Street: 'W Is for Woke'UBS deploys AI analyst clones UBS has started using artificial intelligence to turn its analysts into avatars, sending videos of the simulated bankers to clients in a move the lender said would free up staff to focus on more productive tasks.JPMorgan CEO Dimon Still Intends to Step Down in Next Few Years. ‘It's Up to the Board.' Henry Schein Appoints Dan Daniel to Board of DirectorsFirst name is actually Williamformer EVP of Danaher Corporation

Story of the Week (DR):UnitedHealth Group CEO Andrew Witty steps down for 'personal reasons' MM DRUnitedHealth Under Investigation: UnitedHealth Group is facing a criminal probe by the U.S. Department of Justice for potential Medicare fraud related to its Medicare Advantage program. The company is also dealing with a civil fraud investigation and has suspended its 2025 financial forecast amid rising medical costs. CEO Andrew Witty resigned unexpectedly this week.Steve will receive a golden hello again consisting of a one-time $60M option award. While the company claims there will be no additional annual equity awards during the first three years of Steve's employment, there are no performance hurdles tied to this award meaning Steve could make a boatload of cash even if the stock market goes up independent of his work as CEO.A Kohl's board member resigned because she was 'continually disappointed' by governance and a lack of transparency MM DRKohl's Director and Compensation Committee Chair Christine Day resigned from the board on May 5, 2025.Kohl's initially claimed: “Ms. Day's decision [to resign] was not due to any disagreements with the Company on any matter relating to the Company's operations, policies or practices.”Day later sent an email (included in SEC filing) saying:I want to stress my concern that this is an inappropriate way to handle this. All shareholders deserve the same access to the same information. [ . . .] and for us to not respond to ISS is not good governance. In the 8K filing, for my departure, it would not be accurate to say I have no disagreements with the board. Unfortunately I have been continually disappointed with the level of governance process. The 8k needs to reflect this.”In another email she called out Board Chair Michael Bender: “There is no delegation to committees or chairs, Michael “handles” everything, maybe speaks to one person or 2, then “tells” everyone what the decision is. Some people know more than others leading to board members feeling alienated, out of the loop, and worse—developing a culture where real discussions rarely occur.”In a meeting held yesterday (may 14), only 5% of Kohls shareholders said NO to Board Chair Michael Bender while 45% said NO on Pay while average director support was 92% YESJohn Tyson joins Tyson Foods Inc. board, 9 months after criminal charges led him to step down as CFO MM DRDespite being part of the controlling family, The Tyson children will be paid $315,000 annually like all other non-employee directors.FedEx board member David Steiner to lead US Postal ServiceLD since 2009; CEO Waste Management; $15M in sharesGoodliest of the Week (MM/DR):DR: Boulder's landmark lawsuit against Suncor, Exxon can proceed, Colorado Supreme Court rulesMM: NLPC Urges Exxon Mobil Shareholders To Vote Against Election Of CEO Darren Woods For Board On Exxon Mobil's 2025 Proxy Ballot DR MMThey are running a vote no campaign on Darren Woods… for being too woke! After suing his own shareholder who wanted him to be woke!Assholiest of the Week (MM):NasdaqNasdaq Supports Texas Senate Bill 29, Strengthening Corporate Governance and Business Growth in the State DREd Knight of Nasdaq says: “Senate Bill 29 is a milestone for corporate governance in Texas. By embracing smart, innovation-focused regulation like SB 29, Texas is showing the world what it means to lead on economic growth and modern, clear governance principles,” said Ed Knight, Executive Vice Chairman of Nasdaq. “We commend Senator Bryan Hughes, Representative Morgan Meyer, and Governor Greg Abbott for advancing legislation that strengthens Texas' position as a global center for capital formation.”The major features include a Musk “board independence” rule that allows an evidentiary hearing by a court to say a committee overseeing a transaction is “independent”, then they can exclude any lawsuits or challenges to the committee findings/approval - say, on something like a massive pay package - without the ability of a shareholder to get recourseThey also can refuse books and records if they THINK you might sue them, and they only allow derivative lawsuits for groups with 3% or more of the sharesEd Knight biography: A Texas native, Knight received his Bachelor of Arts, with honors, in Latin American Studies from the University of Texas at Austin and his Juris Doctorate from the University of Texas School of Law.Stewardship teamsHarley-Davidson Leaders Survive Proxy FightThe company didn't reveal the preliminary vote total during its shareholder meeting. About 48% of shares voted withheld support from Zeitz, while about 40% withheld support from directors Thomas Linebarger and Sara Levinson, two people familiar with the tally said.Harley's bylaws require directors to resign if more than 50% of shares voted withhold support.Seriously investors? Seriously? Levinson has been a director since Clinton's FIRST TERM - AND SHE HAS A CHECKMARK FOR INDEPENDENT. 30 years isn't too much for you investors? 30? For an ex NFL and MTV executive at a company that makes motorcycles? If you're anti-woke, isn't this an easy vote out?? Not even for her woman-ness, but for the fact that she has literally nothing to do with making motorcycles? She started a women-focused dot com media company called “Club Mom”!If Blackrock and Vanguard voted to support Harley directors, they truly do not care - and ISS's fuckwit half-assed non-assessment is what's driving investors to do-nothingness. And I know ISS is listening, we've been told they don't like our criticism - tough shit, your assessments are feckless bullshit nothingburger with no real backing, and pension funds are starting to notice you give them a whole lot of puffery for 200k a yearIn other news… BlackRock wins 67% support for pay as CEO Fink assures on global economyEach of its 18 director nominees were easily elected with average support over 98%.Press ReleasesLumen Technologies Appoints Michelle J. Goldberg and Steve McMillan to Board, Strengthening Company's AI and Digital StrategyBecause no one cares, no one reads the bios to determine if, at least on paper, the headline matches the humans - “strengthening company's AI and digital strategy”Michelle J. Goldberg brings over 20 years of experience in early-stage technology, finance, and board governance. She served as a Partner at venture capital firm Ignition Partners and currently sits on the boards of both Bakkt Holdings and Ally Financial, previously having held board roles at Legg Mason, Taubman Centers, and Plum Creek Timber. Her expertise and guidance in early-stage technology startups has helped scale businesses through critical phases of innovation and expansion. Michelle holds a BA from Columbia University and an MA from Harvard University.Steve McMillan is a seasoned executive in global enterprise technology strategy, data analytics and big data. Since 2020, he has served as President and CEO of Teradata Corporation. His previous leadership roles at F5, Oracle, and IBM specialized in security, cloud management, and managed services—making him a key voice in modernizing technology platforms for customer success. Steve earned a First-Class Honours degree in Management and Computer Science from Aston University in Birmingham, England.So… not AI or digital strategy experts?Headliniest of the WeekDR: Elon Musk says everyone will want their 'personal robot' — but warns of 'Terminator'-style risksDR: Elon Musk's AI says it was ‘instructed by my creators at xAI' to accept the narrative of ‘white genocide' in South AfricaMM: Women contribute less to climate-heating emissions than men, study finds - this explains the anti woke movement, the atmosphere is super woke MM: Elon Musk's pro-Trump PAC failed to pay swing state petition signers, new suit allegesWho Won the Week?DR: Olivia Tyson, for being the nepobaby nobody notices (when standing next to John R. Tyson)MM: The A in AI, since Elon has proven that you really don't need the “intelligence” part.PredictionsDR: After Disney CEO Bob Iger hears me on The Responsible Investor Podcast with Gina Gambetta he sends a cease and desist letter forcing me off all podcasts until 1001 years of the next popeMM: Exxon sues the NLPC for its exempt solicitation, and no one knows who to root for.

DAMION1In our 'That's cute, Sam, because I don't want my son to grow up in a world where college dropouts slowly replace human brain function with profit-driven AI' headline of the week. Sam Altman doesn't want his son to grow up with an AI best friend In our 'In other news, Ikea will call its forthcoming store in Boston simply 'Ikea,' sources say' headline of the week. ESPN will call its forthcoming flagship streaming app simply 'ESPN,' sources say In our 'Ex-CBS Director O.J. Simpson not named director after found not guilty of the murders of Nicole Brown Simpson and Ronald Goldman and because he's dead' headline of the week. Ex-Tyson Foods CFO John Tyson named director after misdemeanoursIn our 'In her acceptance speech, Ms. Boswell said, "I won't sleep until your toilets are 45% less smelly and disgusting, on a year-over-year basis starting in 3Q 2026."' headline of the week. Clorox Announces Election of Gina Boswell to its Board of DirectorsIn our 'The fourth director was referred to as "a bloated idiot who doesn't know the difference between a case of synthetic hydraulic fluids and a Diet Pepsi.' headline of the week. Shareholder advisory firm backs 3 of Elliott's 4 Phillips 66 director nominees In our 'Sir Andrew Witty listed the top three 'personal reasons' in no particular order: "Fuck. This. Place." ' headline of the week. UnitedHealth CEO steps down for ‘personal reasons'MATT1In our 'Universally reviled man pays self' headline of the week. UnitedHealth CEO Andrew Witty was 2024's highest-paid payer CEO. Here's a look at what other execs earnedIn our 'Universally reviled man takes a vacation' headline of the week. UnitedHealth Group CEO Andrew Witty steps down, company suspends annual forecastIn our 'Universally reviled man replaced by universally reviled man who replaced different universally reviled man he replaced' headline of the week. UnitedHealth CEO Andrew Witty steps down, replaced by Stephen HemsleyIn our 'Andrew Witty says try cod liver oil and vitamin A' headline of the week. Listeria outbreak sickens at least 10 in California and Nevada and the FDA is investigating Fresh & Ready FoodsIn our 'This week on "Audit Material Weakness: the Game", who will be the material weakness? The ex-prosecutor "financial expert", the ex-interior secretary who wrote "You Report to Me: Accountability for the Failing Administrative State", or the ex-trade representative?' headline of the week. Trump Media said it had ‘material weakness' in internal controlsIn our 'Anti-woke investors furious at SEC they don't get the chance to vote 1% in favor of a resolution to stop gays from eating sushi, the wokest way to make fish, which is eroding American freedom' headline of the week. Kroger Investor Loses New Bid to Put Plan Before ShareholdersIn our 'After soliciting bids from Punxsutawney Phil, the transformer named Scavenger, and Mark Wahlberg from Deepwater Horizon, the Trump Administration finally found a genius to dig a hole' headline of the week. Elon Musk's Boring Company Is in Talks With Government Over Amtrak ProjectIn our 'When asked, the mayor of Memphis, Tennessee handed citizens a set of "giant wipers" donated by Tesla for their tears' headline of the week. Community Complains of Choking Fumes From Elon Musk's AI FortressIn our 'It's true, we found a self-important liar who likes hallucinogens so we don't need to hire anyone under 35 with an education anymore' headline of the week. AI may cut the need for younger staff, CEOs say: ‘With the commoditization of intelligence, it's not about having the smartest people anymore'In our 'It's true, we found a self-important liar who states everything like it's a fact so we don't need to hire anyone over the age of 55 anymore' headline of the week. The vast majority of CEOs are fearful of losing their jobs due to AI, survey revealsDAMION2End with a game: I'll give you the headline first and you pick the best joke:McDonald's announces plans to hire 375,000 workers with Trump Labor secretaryTraining to Include How to Scream Internally Without Moving Your Face and Why Clocking Out is WokeNew Employees to Be Paid in Nuggets and WIll Receive Free Uniform, A Copy of “Atlas Shrugged” (Annotated by J.D. Vance while wearing a Ronald McDonald costume) and a Mandatory McRib Tramp StampBecause Nothing Says “Labor Rights” Like a Side of DeregulationBoy Accidentally Orders 70,000 Lollipops on Amazon. Panic Ensues.Amazon's spokesperson said, "While we understand that 70,000 lollipops may exceed the average household's needs, our algorithm determined that American children are fat and stupid."Mark Zuckerberg said, "Problems like this will disappear with Meta-branded AI children."Amazon Algorithm Now Recommends a Kohler Tall Single Flush 2-Piece Elongated Toilet with 1.28 GPF in White and a Dentist Named Dave

Story of the Week (DR):Berkshire board names Greg Abel as CEO, Buffett to remain chairWarren Buffett says he'll propose Greg Abel take over as Berkshire Hathaway CEO at year-endWarren Buffett makes surprise announcement: He's stepping down as Berkshire Hathaway CEOOpenAI backs off push to become for-profit companyIn a nutshell, with help from its chatbot: “OpenAI has restructured into a hybrid model with a nonprofit parent company, OpenAI Inc., and a for-profit subsidiary now called a Public Benefit Corporation (PBC). This shift allows for investment while keeping a focus on its mission of developing AGI for the benefit of humanity. The change responds to previous criticism about reducing nonprofit oversight.”OpenAI's nonprofit mission fades further into the rearviewSam Altman urges lawmakers against regulations that could ‘slow down' U.S. in AI race against ChinaKohl's CEO Fired After Investigation Finds 'Highly Unusual' Business Deal with Former Romantic PartnerKohl's CEO Ashley Buchanan was fired after an internal investigation revealed he violated the company's conflict-of-interest policies. The probe found that Buchanan directed business to a former romantic partner, Chandra Holt, who is the CEO of Beyond Inc. and founder of Incredibrew. Holt secured a multimillion-dollar consulting deal with Kohl's under unusually favorable terms, which Buchanan failed to disclose.As a result, Buchanan was dismissed for cause, forfeiting equity awards and required to repay a portion of his $2.5 million signing bonus.This marks the third CEO departure at Kohl's in just three years, highlighting ongoing leadership instability amid declining sales.Proxy Firms Split on Harley-Davidson Board Shake-Up MMGlass Lewis= Withhold; ISS = What's happening at Harley exactly?We have a fun twist at the proxy cage match between Harley Davidson and H Partners, who are 9% shareholders and have started a withhold vote campaign against long-tenured directors Jochen Zeitz, Thomas Linebarger, and Sara Levinson: Glass Lewis says “withhold” but ISS says “support”?Through lackluster reasoning based on hunches and not performance analytics, ISS revealed, without satire, that "[T]here are compelling reasons to believe that as a group [the targeted directors] still have a perspective that can be valuable” and, in discussing the candidacy of departing CEO Jochen Zeitz: “[I]t appears that his time in the role has been more positive than negative, which makes it hard to argue that his vote on a successor is worthless.”Testimony in House Hearing: “Exposing the Proxy Advisory Cartel: How ISS & Glass Lewis Influence Markets”A 2015 study found that 25 percent of institutional investors vote “indiscriminately” with ISS [1].In 2016, a study estimated that a negative recommendation from ISS leads to a 25-percentage point reduction in voting support for say-on-pay proposals [2].A 2018 study demonstrated that a negative recommendation from ISS was associated with a reduction in support of 17 percentage points for equity-plan proposals, 18 points for uncontested director elections, and 27 points for say-on-pay [3].In 2021, a study examining “robo-voting”—the practice of fund managers voting in lockstep with the recommendations of ISS—identified 114 financial institutions managing $5 trillion in assets that automated their votes in a manner aligned with ISS recommendations 99.5% of the time [4].A 2022 study provided further evidence that institutional investors are highly sensitive to an opposing recommendation from a proxy advisory firm. Opposition from ISS was associated with a 51 percent difference in institutional voting support compared with only a 2 percent difference among retail investors [5].During the 12 months ending June 30, 2024, negative recommendations from the two proxy advisory firms were associated with (1) a 17-percentage point difference in support for directors in uncontested elections at the S&P 500 (96.9% with the firms' support vs. 79.7% without); (2) a 35-percentage point gap for say-on-pay proposals (92.8% vs. 58.0%); and (3) a 36-percentage point difference for shareholder proposals (42.4% vs. 6.6%)Why Leo XIV? Pope's chosen name suggests commitment to social justicePope NamesLeo: Many Pope Leos were reformers or defenders of Church teachings.John: often linked to pastoral care and modernization.Paul: Reflects missionary zeal and intellectual work.Gregory: Reform, liturgy, and missionary outreach.Benedict: Benedict XVI emphasized faith and reason in a skeptical age.Pius: Emphasis on traditional piety and Church authority.Clement: Reconciliation and peacemaking.Innocent: Ironically, several Popes named Innocent wielded immense political power.Urban: Engagement with worldly and civic matters.Francis: Poverty, simplicity, ecological concern.CEO NamesWarren: cuddly billionaires who control everything, put family members on board, and say pithy thingsJamie: blowhard control freaks bankers who think they should be President and have something to say about everythingMark: college dropout social media dictators who have no oversight while charting humanity's demiseElon: arrogant and childish Wizard of Ozzian leaders who pretend to be company founders with world domination delusionsSundar: East Asian stewards meant to distract from actual Tech dictatorsTim: Genteel Southern cruise ship captains who keep a steady hand after replacing legendsEtc.Goodliest of the Week (MM/DR):DR: Bill Gates to give away $200 billion by 2045, says Musk is 'killing' world's poorest childrenDR: This Subaru has an external airbag to protect cyclists: The design helps protect both pedestrians and cyclists in a crash MM DRMM: Proxy Firms Split on Harley-Davidson Board Shake-UpThe other major proxy firm, Glass Lewis, reached a different conclusion. It said Tuesday that the directors had “overseen starkly suboptimal shareholder returns,” and that removing them from the eight-person board likely wouldn't create any problems.MM: 80% of Gen Z, Millennials Plan to Increase Allocations to Sustainable Investments: Morgan Stanley SurveyAssholiest of the Week (MM):All Zuckerberg editionCertified watch guy ZuckMark Zuckerberg is a certified watch guy. Here are some of his standout timepieces, from a $120 Casio to a $900,000 Greubel Forse.These are the stories as Trump, whose ass Zuck's lips are firmly planted on, says you should only have 3 dolls - Zuck's watches, C.E.O. Pay Raise Sparks Outrage Among Teachers and Public Officers, 58 crypto wallets have made millions on Trump's meme coin. 764,000 have lost money, data shows, The best and worst looks billionaires wore to the 2025 Met GalaFriend maker Zuck DRMark Zuckerberg wants you to have more friends — but AI friendsMark Zuckerberg destroyed friendship. Now he wants to replace it with AI.Meanwhile, no wonder: Mark Zuckerberg says his management style involves no 1-on-1s, few direct reports, and a 'core army' of 30 running MetaMan with no friends says you need more and will provide fake ones?Human picker ZuckZuck's version of human friends probably the reason he wants to make you fake ones - hand-selected fake friends on the board (Patrick Collison and Dina Powell McCormick to Join Meta Board of Directors):4 tech bro dictators (Tan, Houston, Collison, Xu)3 tech bro suck ups (Andreessen, Alford, Songhurst)1 nepo baby dictator (Elkann)1 family dictator suck up (Travis)2 DJT suck ups (White, Powell McCormick)2 US govt suck ups (Killefer, Kimmitt)Prediction - Zuck to have the first true AI board member?Empathetic ZuckGaslighting, golden handcuffs, and toxicity: Former Meta employees shared what it was like to be laid off as low performersA former senior machine learning engineer at Meta described the shock of being laid off, only for a Meta recruiter to invite her to reapply three days later and skip the interview process.Two weeks before the layoffs, he said, his new manager told the team everyone was "safe." Then came the termination email — and a performance rating of "Meets Some Expectations," low on Meta's end-of-year rating scale. "How could they evaluate my performance when I'd only worked 10 weeks in 2024?" he said, adding that an HR director had said he was "too new to evaluate."An engineer was laid off after five months of leave for a serious health crisis while in the middle of disability-related negotiations.Meta exec apologizes to conservative activist Robby StarbuckLover ZuckMark Zuckerberg's Wife Was Weirded Out by His Strange Gift to HerHe made it for her not out of love, but because…The billionaire is apparently a huge fan of the sculptor behind the statue, the pop artist Daniel Arsham, but decided to go with his wife's likeness, he said on the podcast, because a statue of himself would have been "crazy."Academic ZuckMark Zuckerberg says college isn't preparing students for the job marketHeadliniest of the WeekDR: Olivia and John Randal Tyson Named to Tyson Foods Board of DirectorsDR: This new mental health service targets burned-out content creators: CreatorCare offers affordable therapy tailored to influencers and digital creators—addressing the rising mental health toll of life online.DR: Costco co-founder still goes into the office weekly at age 89: ‘To be successful, you've got to be pretty focused'Costco co-founder Jim Sinegal stepped down from his role in 2012. But Sinegal still goes to the office some TuesdaysDR: Billionaire KKR cofounders say 'emotional intelligence' should be a focus for young investorsKKR leadership page:1 of 8 are women: It HAS to be head of marketing, head of people, or head of legal stuff: so which is it? It's Chief Legal Officer Kathryn SudolBoard is 14:4F; no F in leadership role MM: Elon Musk's Urgent Concern: That the Earth Is Going to Get Swallowed by the Sun"Mars is life insurance for life collectively," Musk said. "So, eventually, all life on Earth will be destroyed by the Sun. The Sun is gradually expanding, and so we do at some point need to be a multi-planet civilization because Earth will be incinerated."It is slated to happen in 6 billion yearsMM: Elon Musk is responsible for “killing the world's poorest children,” says Bill GatesWho Won the Week?DR: Pope #-267, duh. The world's greatest vampire CEO. And Villanova students (who are not openly gay or have vaginas), who all suddenly now believe they will eventually be the pope. MM: Your shitty washer/dryer, which no longer looks horrible: E.P.A. Plans to Shut Down the Energy Star ProgramPredictionsDR: Open AI's CEO, Mark VII, creates a deepfake video showing the country of China eating his baby at one of his homes in Hawaii causing the Trump administration to completely dismantle the SEC.MM: Sit tight for this, I have two: Euronext rebrands ESG in drive to help European defence firms - “energy, security, and geo-strategy” flops, so to LSEG rebrands its ESG Scores to “Emitting, Smoking, Gambling” so that investors can finally do ESG investing and feel good about itMusk gets his Texas wish. SpaceX launch site is approved as the new city of Starbase - I predict in 12 months, Musk is offering SpaceX employees that live in Starbase (a company town) crypto tokens instead of pay that are redeemable at stores in Starbase. To avoid them being called scrips, which were outlawed in the US in 1938 but still used anyway through the 1960s, Musk will list them on crypto exchanges that can be used to trade for dollars (but are totally worthless). Eventually, so indebted to the space plantation and Musk, there is a new renaissance of “resistance music” (a la “We Shall Overcome” and “Sixteen Tons”) with a song ranking number 1 in the US by the end of 2026.

DAMION1Kohl's CEO Fired for Funneling Business to Romantic Partner 10Kohl's boss Ashley Buchanan tried to funnel business to a romantic partner and lost his job. It wasn't the first time their personal and professional lives had crossed.Kohl's fired Buchanan on Thursday after it discovered he had instructed the retailer to enter into a “highly unusual” business deal involving a woman with whom he has a romantic relationship, according to people familiar with the situation. The pair currently live together in an upscale golf community in the suburbs of Dallas.Buchanan met the woman, Chandra Holt, when they were both working at Walmart several years ago, the people said. His divorce proceedings show the two had a romantic relationship while he was the CEO of Michaels. The arts-and-crafts chain also tried to hire Holt during his tenure.A Kohl's board investigation by outside lawyers found that Buchanan violated the company's code of conduct in two instances with a vendor with whom he had a personal relationship and whom it didn't name, according to a regulatory filing. The filing said he directed the retailer to conduct business with a vendor founded by this person “on highly unusual terms,” and he caused the company to enter into a multimillion-dollar consulting agreement, where that person was part of the consulting team.On Thursday, Kohl's appointed Chairman Michael Bender as its interim CEO. He becomes the fourth CEO in three years at the department-store chain, which has been struggling with slumping sales.Nominating Committee:John E. Schlifske* (2011; 6%)Michael J. Bender (2019; 18%)Robbin Mitchell (2021; 7%)Adrianne Shapira (2016; 6%)Even CEOs sometimes get the 'you're fired' treatment 11Great, nobody understands corporate governanceMeta exec apologizes to conservative activist Robby StarbuckJoel Kaplan, Meta's chief global affairs officer, has issued a public apology to conservative influencer Robby Starbuck after Starbuck filed a lawsuit alleging that Meta's artificial intelligence chatbot produced responses containing false and defamatory information about him. “Robby — I watched your video — this is unacceptable. This is clearly not how our AI should operate,” Kaplan wrote on X, which is one of Meta's competitors. He referred to a 20-minute video in which Starbuck laid out his claims, including that Meta's AI falsely associated him with the Jan. 6 Capitol riot and the QAnon conspiracy theory.“We're sorry for the results it shared about you and that the fix we put in place didn't address the underlying problem,” Kaplan continued. “I'm working now with our product team to understand how this happened and explore potential solutions.”Bob Monks, fierce champion of shareholders against what he saw as boardroom failings 0An American pioneer of investor activism and better corporate governance.Monks emerged as a doughty champion of shareholders against what he saw as increasingly self-serving and complacent boardroom behaviourIn 1985 he founded Institutional Shareholder Services, which advises funds that own shares in multiple companies how best to exercise their voting power. He also helped create Lens, an activist investment fund, and GMI Ratings, a scrutineer of corporate behaviour which claimed to have downgraded BP before the Deepwater Horizon disaster, the insurance giant AIG before the 2008 financial crisis and News Corp before the phone-hacking scandal.His most celebrated campaign, in 1991, was an attempt to become a director of the underperforming retail and financial conglomerate Sears Roebuck, for which he ran a full-page ad in the Wall Street Journal depicting the existing Sears board as “non-performing assets”. Though his candidacy was rejected, many of his proposals for rationalisation were adopted, and he was able to declare: “Sears has been changed.”This low-profile CEO is the highest-paid in America with a $101 million paycheck that beat out Starbucks, Microsoft, and Apple chiefs 10Jim Anderson, a low-profile executive of Pennsylvania-based Coherent, which produces equipment for networks and lasersHere's what the dopey reporting missed:An originally announced golden hello equity award of $48M that magically morphed into $91M come proxy time.48% NO on Say on PayToo large Pay Committee: 6 members, led by Shaker Sadasivam, who was NOT up reelection this year. Also includes Mike Dreyer (22% NO), former COO of Silicon Valley BankEuronext rebrands ESG in drive to help European defence firms 10In a statement renaming ESG - the acronym given to Environmental, Social and Governance-driven investing - as Energy, Security and Geostrategy, Euronext's CEO and Chairman Stephane Boujnah said it was responding to a "new geopolitical order"."European aerospace and defence companies have expressed the urgent need to invest heavily in their innovation and production capacities to guarantee Europe's strategic autonomy for the next decade," Euronext said in the statement.Among the measures, Euronext said it would revisit the methodologies for ESG indexes to limit the exclusions currently placed on defence companies.OpenAI, facing pressure, announces its nonprofit will stay in control after allOpenAI announced a smaller-scale change to its famously complex structure. Remember that it was founded as a nonprofit. But in 2019, it set up a for-profit subsidiary to start raising money from investors to finance its eye-wateringly expensive A.I. research. Then last year, the company moved to turn itself into a for-profit entity in which the nonprofit held a stake but didn't have control.Now, OpenAI plans to turn its for-profit subsidiary into a public benefit corporation, which would still be controlled by the nonprofit, though the size of its stake remains undetermined. (Got all that?) Sam Altman, its C.E.O., said yesterday that the revised plan still gives his start-up “a more understandable structure to do the things that a company like us has to do.”The AI Industry Has a Huge Problem: the Smarter Its AI Gets, the More It's HallucinatingZuckerberg Says in Response to Loneliness Epidemic, He Will Create Most of Your Friends Using Artificial IntelligenceIn an interview with podcaster Dwarkesh Patel this week, Zuckerberg asserted that more people should be connecting with chatbots on a social level — because, in a striking line of argumentation, they don't have enough real-life friends.When asked if AI chatbots can help fight the loneliness epidemic, the billionaire painted a dystopian vision of a future in which we spend more time talking to AIs than flesh-and-blood humans."There's the stat that I always think is crazy, the average American, I think, has fewer than three friends," Zuckerberg told Patel. "And the average person has demand for meaningfully more, I think it's like 15 friends or something, right?""The average person wants more connectivity, connection, than they have," he concluded, hinting at the possibility that the discrepancy could be filled with virtual friends.Tesla Is Extremely Upset About Reporting That Its Board Has Been Looking Into Replacing Elon MuskLeading Independent Proxy Advisory Firm ISS Recommends Harley-Davidson Shareholders Vote "FOR ALL" of Harley-Davidson's Highly Qualified Director Nominees 10Targeted DirectorsCEO/Chair Zeitz (2007, 30%): who has already stepped down as CEOLead Director Norman Thomas Linebarger (2008, 13%): who is not independentSara Levinson (1996, 20%): the longest-tenured director Matt: HARD HITTING ANALYSIS“[I]t appears that his time in the role has been more positive than negative, which makes it hard to argue that his vote on a successor is worthless.”"[T]here are compelling reasons to believe that as a group [the targeted directors] still have a perspective that can be valuable.”"[I]t appears that the board initiated the [CEO search] process promptly…”, Target CEO's pay slashed by a whopping 45% after his disastrous mishandling of DEI 5Patrick Kennedy of The Minnesota Star Tribune used Total Realized Pay: down from $18.1M last year mostly because of a reduction in vested stock, $5.6M down from $13.6M. Total summary is up: $19.2M to $20.4M. Pay ratio is up: 719:1 to 753:1Matt: What?MATT1Berkshire Hathaway: Board Unanimously Appoints Greg Abel as Firm's Next Chief Executive 1000Rate the goodness of the succession planning processTrump announced Alcatraz reopening just hours after ‘Escape from Alcatraz' aired on a South Florida PBS station 15Rate the goodness of funding PBS, which probably gave Trump the idea to reopen AlcatrazGoldman Sachs Removes Mentions of ‘Black' From Flagship Diversity Pledge 0‘Black in Business,' one program in the effort, is now about staying ‘in the black,' in reference to profits—not raceRate the goodness of Goldman Sachs finally returning to a focus on profit, not black peopleAnthropic CEO Admits We Have No Idea How AI Works"When a generative AI system does something, like summarize a financial document, we have no idea, at a specific or precise level, why it makes the choices it does — why it chooses certain words over others, or why it occasionally makes a mistake despite usually being accurate,"Meta exec apologizes to conservative activist Robby Starbuck -4,000,000“Robby — I watched your video — this is unacceptable. This is clearly not how our AI should operate.”

DAMION1White House blasts Amazon over tariff cost report: ‘Hostile and political act'The White House on Tuesday slammed Amazon for reportedly planning to display the cost of President Donald Trump's tariffs next to the total price of products on its site.“This is hostile and political act by Amazon,” White House press secretary Karoline Leavitt told reporters. “Why didn't Amazon do this when the Biden administration hiked inflation to the highest level in 40 years?” Leavitt asked.The Trump administration's aggressive swipe came in response to a report that Amazon will soon show consumers how much of an item's cost comes from tariffs. The amount added as a result of tariffs will be displayed right next to each product's total listed price, a person familiar with the plan told the news outlet.WHO DO YOU BLAME?CEO Andrew Jassy.He's the “boss.”Maybe he feels emasculated?Lowest overall batting average (.308)only 6% influence compared to his boss, Jeff Bezos (67%)Not paid like traditional CEOs (relying instead on his $275M in unvested equity) and the $38M that vested last year; so when he's hanging out withHis buddies like Target CEO Brian Cornell ($20M) eBay CEO Jamie Iannone ($22M) have the total summary compensation bragging rights. Not to mention the sad, unmanly CEO Pay Ratio which is listed as 43:1 for Jassy and 753:1 for the DEI-hating Cornell Jeffrey Preston Bezos (67%)I mean he's the actual boss, right?Executive Chair, founder, former CEO, superstar.Hangs out with people like Katy Perry, has a newspaper, sends penis rockets to nowhere, has pretend funds named after himself like the Bezos Earth Fund and the Bezos Day One FundBoard member and former Pepsi CEO Indra NooyiOr maybe this is a DEI problem? Amazon's Audit Committee is tasked with stuff like operational risks, and legal and regulatory matters. Indra chairs this committeeIndra is also involved with very woke-y/DEI-y:stuff like science (Trustee of Memorial Sloan Kettering Cancer Center)Stuff like math (Member of the Dean's Advisory Council at MIT's School of Engineering)Stuff like art (Trustee of the National Gallery of Art)And stuff like giving a shit about people, stakeholder-y capitalism stuff (Director of Partnership for Public Service, whose mission is to inspire a new generation of civil servants and to transform the way government works)Former President Joe BidenAmazon later clarified that the plan to show tariff surcharges was “never approved” and is “not going to happen.” Trump personally called Bezos on Tuesday morning to express his displeasure about the initial report that spurred the heated response from the White House.Trump world's Laura Loomer takes aim at a 'woke' Lockheed Martin and its $2 trillion F-35 programLaura Loomer, the far-right activist who has a direct line to President Donald Trump, criticized Lockheed Martin's F-35 program over the weekend, decrying the US defense giant as "woke" and lashing out against the expensive stealth aircraft.In a lengthy post on X, Loomer suggested Lockheed Martin is delivering F-35 Lightning II Joint Strike Fighters that "are simply not ready for combat.""The F-35 program, one of the most expensive weapons programs in history, is plagued by delays, defects, & downright incompetence," she wrote Saturday. She said the US Air Force is accepting jets that lack "functional" radar systems, without offering evidence.She also claimed that Lockheed is "increasingly obsessed with pushing a woke agenda." Like many other US defense contractors, Lockheed scrapped its diversity, equity, and inclusion programs in January after Trump returned to the White House.The $2 trillion F-35 program is an appealing target for activists and officials seeking to slash government spending, and it has a well-documented list of problems. The Pentagon's top weapons tester said earlier this year that the program had problems delivering functional software and had fallen behind schedule to test upgraded mission systems.WHO DO YOU BLAME?The 2025 Proxy Statement that mentions “diversity” five times!Of course all five of those instances were in the anti-woke/anti-DEI shareholder proposal introduced by the Bahnsen Family Trust.Not sure how this even made the proxy after Lockheed's anti-DEI move in January: “As we publicly stated following the issuance of President Trump's January 2025 Executive Order on DEI, we will not have goals or incentives based on demographic representation or Affirmative Action Plans. We are actively reviewing our workforce-related policies to ensure they are, and remain, compliant and aligned with the Executive Order and all related applicable legal precedent.”The three-headed white guy leadership group (53% influence)CEO/Chair James Taiclet (25%): $24M in payLead Independent Director and Nominating Committee chair Thomas J. Falk (13%)“Independent” since 2010David Burritt (15%)Longest-tenured director (2008-)Busy beaver: two committees (Audit and Pay); CEO of US. SteelSince this is a woke/DEI issue: the black guy:Nevermind, there are no black people on this boardA woman? It would have to be Debra Reed-Klages (17%)While she has no leadership roles she does sit on the board of Caterpillar, which also removed its DEI policies. What, what?Investors. They should have been holding Lockheed accountable, right?According to MSCI data, average support since 2015 is 95%; no director has even received less than 92% since 2017Say on Pay support is routinely over 90%Starbucks union rejects company's recent offer of at least 2% annual pay raiseStarbucks union delegates involved in contract bargaining voted to reject the coffee chain's latest proposal that guaranteed annual raises of at least 2%, Workers United said. Out of the 490 baristas representing the company's more than 550 unionized U.S. stores, 81% rejected the proposal, which did not offer any changes to economic benefits such as healthcare or any immediate pay hike.WHO DO YOU BLAME?The union, for being greedy.The company pays its baristas about $19 an hour on average currently. That's $39,520 before taxes. A 2% raise would result in an increase of $790.40!InvestorsAverage director support of 96% over past 2 yearsEven 86% support for new CEO Brian Niccol's $96M, including $5M in funny munny cashAnd a devilishly perverse CEO pay ratio of 6,666 to 1.Not to mention Use of Starbucks aircraft for travel between city of primary residence and Starbucks headquarters AND up to $250,000 in personal non-commuting travel per yearWhich brings us to the CEO, Brian Niccol, a guy so wonderful that they scrapped the independent chair nonsense and gave him both titles: CEO and ChairLead Independent Director and Nominating Committee chair Jørgen Vig KnudstorpAveraged over 10% votes against over the past 3 AGMs: which is essentially an investor revolutionHis favorite drink–the Caramel Macchiato–is 250 calories with 33g of sugar: the American Heart Association recommends that women consume no more than 25 grams per dayMATT1Novavax appoints Charles Newton to board of directorsChuck Newton has a background from BofA Merrill, Credit Suisse, Morgan Stanley, and Lehman as an investment banker, and is now CFO at a pharma company. He got his education in business administration and “arts”.Who do we blame for the appointment of Chucky?John Jacobs, CEO and highest influence on the board at 23%New board chair and nom committee chair Margaret McGlynn, who will inherit retiring director James Young's 16% influence to become the most influential person on the board?Too much science?Actual knowledge of pharmaceutical science - Young's retirement means there are only 2 actual scientists left on the board of the 9 members - 6 have finance backgrounds, and 1 is a lawyer.DEI - while Novavax's SEC disclosure says that the 9 person board has 1 male with 2 or more races and 2 women, they actually didn't feel white ENOUGH so they added Charles Newton to have a 100% white board (because black people don't even get malaria, COVID, or flu)They actually claim to have 10 board members when they really have 9Investors - who actually hate this board and can't possibly like it more now?Classified board, last year the new board chair (promotion!) got 52% votes for, the PhD got 58% for, and the guy from the family foundation got 53% for - and yes, exactly 35% of the shares are owned by State Street, Vanguard, BlackRock, and Shah CapitalSam Altman says OpenAI will fix ChatGPT's ‘annoying' new personality as users complain the bot is sucking up to them“ChatGPT's new personality is so positive it's verging on sycophantic—and it's putting people off.”Who do we blame for AI being a big fat suckup?Sam Altman, for being a big fat Trump suckupSam Altman, for having an insipid tech bro personality desperately seeking the fame and attention of the earthSam Altman, for firing his non-suckup board membersSam Altman, for putting himself on the board and surrounding himself with board suckups

Story of the Week (DR):CEOs to the rescue?Trio Of Top CEOs Warn Trump Tariffs Will Empty Store ShelvesDuring a private meeting in the Oval Office on Monday, the CEOs of Walmart, Target and Home Depot reportedly told the president that supply chains could freeze and prompt stores' shelves to go barren if he doesn't rein in his sharp tariff plans, and meddles with the Federal Reserve.Target CEO Brian Cornell (25%): Mr. The Gay Pride Display Is Too Expensive Because THere are Too Many Colors (719:1)Home Depot CEO Ted Decker (25%): Mr. Charlie Munger Would Hate Him because He Got a BA in English (443:1)Walmart CEO Doug McMillon 6%: (They should have sent a Walton family member) Mr. Racism Was Solved So It's Time to Move on from DEI (976:1)Elon Musk says he's stepping back from DOGEElon Musk was supposed to work in government as a special employee for 130 days. He just pledged to spend ‘a day or two' per week for the remainder of Trump's 4-year termAfter spending three months trying to radically reshape the federal government and its workforce, Elon Musk on Tuesday said he would soon be stepping back from the White House DOGE office."Starting next month, I will be allocating far more of my time to Tesla," Musk said during Tesla's earnings call, adding that "the major work of establishing the Department of Government Efficiency" was done.Tesla profit drops 71% as carmaker warns ‘political sentiment' could impact future demandBusiness Roundtable urges SEC to amend proxy-voting process MMThe Securities and Exchange Commission should reform the proxy-voting process by making it more difficult for certain shareholder proposals to make it onto company proxy ballots, according to an April 23 report from the Business Roundtable.“The current state of the proxy process is unsustainable,” the advocacy group comprising more than 200 CEOs said in its report. “Companies are being forced to divert significant resources and attention toward responding to a flood of ideology-driven shareholder proposals — resources that would be better spent driving long-term value creation. These escalating costs ultimately fall on shareholders, yet there is little evidence that such proposals yield meaningful economic benefits.”Median US CEO pay hits record $16.8 million on soaring stock awardsMedian pay among top U.S. CEOs rose 7.5% to a record $16.8 million for 2024, a new study found, as big stock grants boosted leaders' reported earnings well beyond the pay received by U.S. workers. Study looked at 320 companies in the S&P 500 with pay data filed so far this yearESG Pope has died: Pope Francis Pushed ESG. How the Church's Investments Did.The Vatican's investments are generating a profit, perhaps from a renewed focus—led by the late pontiff—on social values aligned with the Catholic Church. Francis died on Monday at age 88 after a long health crisis.Goodliest of the Week (MM/DR):DR: Subaru Is Bringing Back Physical Knobs and Buttons in Its Cars MM DRDR: Twinkies' New Owner Courts a Novel Group of Snackers: StonersMM: Tesla whistleblower wins legal battle against Elon MuskAssholiest of the Week (MM):OpenAI DRWhen asked to generate assholes of the week, ChatGPT suggested as the FIRST ASSHOLE: OpenAI's “Safety Is Optional” StrategyLaunched GPT-4.1 with zero safety report—claiming it's not “frontier.”Updated its Preparedness Framework to say it might lower safety standards if rivals do.Former staff filed an amicus brief supporting Elon Musk's lawsuit, saying for-profit incentives undermine safety.Also stopped safety testing of fine-tuned models unless released openly.This is tech's version of “if the other kids jumped off a bridge...”In 2025… OpenAI updated its safety framework—but no longer sees mass manipulation and disinformation as a critical riskNot to be outdone by other college dropout middle school losers, OpenAI considering its own social network to compete with Elon Musk's XIt's not OpenAI, it's Sam Altman, college dropoutRemember when they had a board?Blaming ChinaElon Musk worries Chinese companies will fill out the world's top 10 robot makers—but claims Tesla is, and will stay, No. 1Google says DOJ's proposal for breakup would harm U.S. in 'global race with China'Trade war woes: Boeing stock sinks after China reportedly blocks plane deliveriesWispy stache middle school manflakes who are going to MAKE you like them, whether you want to or notDamion will rate whether these headlines make him finally like the techbro manflakes:Elon Musk Reportedly Sends DMs on Twitter Offering Women the Chance to Have His BabiesTesla really wants the Cybertruck to be a working man's truckElon 'rattled' as he's brutally trolled in gaming livestream from private jetHuge Number of People Who Used to Like Elon Musk Now Detest Him, Polling ShowsSomeone Is Hacking Crosswalk Buttons to Speak in the Voice of Elon Musk Lamenting the Terrible Sadness in His LifeMeta co-sponsors White House Easter Egg Roll amid blockbuster antitrust trialTrump lashes out at British hedge fund for betting against Truth SocialTrump Media wants the SEC to investigate a hedge fund that has a $105 million short on the companyJokes on you, LuigiUnitedHealth stock craters as CEO calls disappointing results 'unusual and unacceptable' (he blamed the Biden administration)UnitedHealth CEO's pay jumps 12% to $26.3M as company revenue hits record $400BUnitedHealth spent $1.7 million on executive securityRewriting historyI literally hate this: How Did Elon Musk Make His Money?“Many people would have simply taken this larger-than-life fortune and retired, but not Musk. Instead, he invested $100 million to start SpaceX, $70 million to found Tesla and $10 million in SolarCity.”HE DID NOT FOUND ITTesla was founded by Martin Eberhard and Marc TarpenningThey built the first roadster and got fundedMusk INVESTED in Tesla in the Series A and became chair of the boardMusk didn't actually run the company - until he appointed himself CEO in 2007, four years after he initially invested and after he raised a lot of money for themMusk kicked out the actual founderEberhard actually SUED Musk because Musk refused, like a big fucking diaper baby, to acknowledge that Eberhard founded the companyEberhard actually built the first mobile charging devices for Teslas, tooThat's how he works - Musk raises money from friends and lies about what he actually does - he's a big fat fraud, just like with video gamesHeadliniest of the WeekDR: Priscilla Chan's tuition-free school that championed DEI is closing after 10 yearsIn a statement on its website, the Primary School didn't indicate why it was closing its East Bay and East Palo Alto locations at the end of the 2025-2026 academic year and said only that it was a "very difficult decision" that came "after much deliberation."DR: Ralph Lauren's CEO says sometimes employees need to be ‘hit by a 2×4 across the forehead' to get important feedback to sink in: Patrice Louvet DR MMMM: Facebook Pushes Its Llama 4 AI Model to the Right, Wants to Present “Both Sides”Isn't this just saying “we wish the people we stole from to make the model were more conservative, so we'll just make it more that way”? Like, Zuck just doesn't like actual people?MM: Zuckerberg Encourages Theatergoers to Use Their Phones While Movie Is PlayingWho Won the Week?DR: Stoners: 4/20, Twinkies, and physical nobs in SubarusMM: Hall monitors - Roblox CEO says he wants to protect your kids — but you're going to need to pitch in, too.PredictionsDR: Business Roundtable urges SEC to adopt annual meeting rule requiring investors to memorize a unique 40-digit PIN that gains them entry into the meeting roomMM: Meta's oversight board rebukes company over policy overhaul - Meta said it will respond to oversight board's distress about community notes and policy shifts in 60 days. The prediction: Meta's response will be to shut down the oversight board. OVERSIGHT IS SO 2019.

Tech Bro NonsenseFormer Google CEO Tells Congress That 99 Percent of All Electricity Will Be Used to Power Superintelligent AIbillionaire tech tycoon and former Google CEO Eric Schmidt comments to the House Committee on Energy and Commerce: "What we need from you is we need the energy in all forms, renewable, non-renewable, whatever. It needs to be there, and it needs to be there quickly.""Many people project demand for our industry will go from 3 percent to 99 percent of total generation... an additional 29 gigawatts by 2027 and 67 more gigawatts by 2030. If [China] comes to superintelligence first, it changes the dynamic of power globally, in ways that we have no way of understanding or predicting.”Meta Says It's Okay to Feed Copyrighted Books Into Its AI Model Because They Have No "Economic Value"In the ongoing suit Richard Kadrey et al v. Meta Platforms, led by a group of authors including Pulitzer Prize winner Andrew Sean Greer and National Book Award winner Ta-Nehisi Coates, the Mark Zuckerberg-led company has argued that its alleged scraping of over seven million books from the pirated library LibGen constituted "fair use" of the material, and was therefore not illegal.Meta's attorneys are also arguing that the countless books that the company used to train its multibillion-dollar language models and springboard itself into the headspinningly buzzy AI race are actually worthless. Meta cited an expert witness who downplayed the books' individual importance, averring that a single book adjusted its LLM's performance "by less than 0.06 percent on industry standard benchmarks, a meaningless change no different from noise." Thus there's no market in paying authors to use their copyrighted works, Meta says, because "for there to be a market, there must be something of value to exchange," as quoted by Vanity Fair — "but none of [the authors'] works has economic value, individually, as training data." Other communications showed that Meta employees stripped the copyright pages from the downloaded books.Tellingly, the unofficial policy seems to be to not speak about it at all: "In no case would we disclose publicly that we had trained on LibGen, however there is practical risk external parties could deduce our use of this dataset," an internal Meta slide deck read. The deck noted that "if there is media coverage suggesting we have used a dataset we know to be pirated, such as LibGen, this may undermine our negotiating position with regulators on these issues."Lauren Sánchez in Space Was Marie Antoinette in a Penis-Shaped RocketKaty Perry Boasts About Ridiculous Rocket Launch While NASA Is Scrubbing History of Women in Space“It's about a collective energy and making space for future women. It's about this wonderful world that we see right out there and appreciating it. This is all for the benefit of Earth.”Last month, the Orlando Sentinel first reported, NASA scrubbed language from a webpage about the agency's Artemis missions declaring that a goal of the mission was to put the first woman and first person of color on the Moon; just a few days later, NASA Watch reported that comic books imagining the first woman on the Moon had been deleted from NASA's website.A webpage for "Women at NASA" is still standing, but pictures of women and people of color — astronauts, engineers, scientists — have reportedly been removed from NASA's real-world hallways amid the so-called "DEI" purge. Per Scientific American, the word "inclusion" has been removed as one of NASA's core pillars. And as 404 Media reported in February, NASA personnel were directed to remove mentions of women in leadership positions from its website.OpenAI NonsenseOpenAI Is Secretly Building a Social NetworkOpenAI has been secretly building its own social media platform, which The Verge reports is intended to resemble X-formerly-Twitter — the social media middleweight owned by CEO Sam Altman's arch-nemesis, Elon MuskOpenAI updated its safety framework—but no longer sees mass manipulation and disinformation as a critical riskOpenAI said it will stop assessing its AI models prior to releasing them for the risk that they could persuade or manipulate people, possibly helping to swing elections or create highly effective propaganda campaigns.The company said it would now address those risks through its terms of service, restricting the use of its AI models in political campaigns and lobbying, and monitoring how people are using the models once they are released for signs of violations.OpenAI also said it would consider releasing AI models that it judged to be “high risk” as long as it has taken appropriate steps to reduce those dangers—and would even consider releasing a model that presented what it called “critical risk” if a rival AI lab had already released a similar model. Previously, OpenAI had said it would not release any AI model that presented more than a “medium risk.”Saying 'please' and 'thank you' to ChatGPT costs OpenAI millions, Sam Altman saysBeing nice to your AI chatbot requires computational power that raises electricity and water costsAltman responded to a user on X (formerly Twitter) who asked how much the company has lost in electricity costs from people being polite to their models: “Tens of millions of dollars well spent — you never know,” the CEO wrote.AI models rely heavily on energy stored in global data centers — which already accounts for about 2% of the global electricity consumption. Polite responses also add to OpenAI's water bill. AI uses water to cool the servers that generate the data. A study from the University of California, Riverside, said that using GPT-4 to generate 100 words consumes up to three bottles of water — and even a three-word response such as “You are welcome” uses about 1.5 ounces of water.Antitrust NonsenseTrump DOJ's plan to restructure Google hurts consumers, national security, says exec: 'Wildly overbroad'Kent Walker, Google's president of global affairs: "We're very concerned about DOJ's proposal. We think it would hurt American consumers, our economy, our tech leadership, even national security. The proposed reform from DOJ "would result in unprecedented government overreach that would harm American consumers, developers, and small businesses — and jeopardize America's global economic and technological leadership at precisely the moment it's needed most."8 revelations from Mark Zuckerberg's 3 days on the witness stand in Meta's antitrust trialThe FTC alleges Meta "helped cement" its illegal monopoly in the social media market with its acquisition of Instagram and the messaging app WhatsApp more than a decade ago.8 revelations:Antitrust worries surfaced years agoTwo years before the FTC initially sued Meta over allegations that it violated US competition laws, Zuckerberg considered breaking Instagram out into its own company to avoid potential antitrust scrutiny, according to a 2018 internal email revealed by the government at trial."I wonder if we should consider the extreme step of spinning Instagram out as a separate company," Zuckerberg wrote in the email to company executives. "As calls to break up the big tech companies grow, there is a non-trivial chance that we will be forced to spin out Instagram and perhaps WhatsApp in the next 5-10 years anyway." If a break up were to happen, Zuckerberg wrote, history showed that companies could end up better off.Asked about this view at trial, Zuckerberg said, "I'm not sure exactly what I had in mind then."A 'crazy idea' to boost Facebook's relevanceZuckerberg's "crazy idea" for Facebook in 2022 involved purging all users' friends. The CEO — fearful that Facebook was losing cultural relevance — made the proposal in a 2022 email to the social network's top brass."Option 1. Double down on Friending," Zuckerberg wrote in the message. "One potentially crazy idea is to consider wiping everyone's graphs and having them start again."Sheryl Sandberg wanted to play Settlers of CatanZuckerberg once offered to give Sheryl Sandberg, the former COO of Meta, a tutorial in the board game Settlers of Catan.The lesson offer came up in 2012 messages in which the two discussed the fresh $1 billion purchase of Instagram, partially redacted missives presented by the FTC during Zuckerberg's testimony showed."We would love it. I want to learn Settlers of Catan too so we can play," Sandberg told Zuckerberg in the message. He responded: "I can definitely teach you Settlers of Catan. It's very easy to learn."Meta's rivalry with TikTok has only just begunDuring his testimony, Zuckerberg hammered home Meta's argument that the tech giant faces massive competition from other apps, especially TikTok."TikTok is still bigger than either Facebook or Instagram," Zuckerberg testified. "I don't like it when our competitors do better than us. You can sort of bet that I'm not going to rest until we are doing quite a bit better than we are doing now.”Facebook Camera app struggles were a source of worryInstagram's early rise shook Zuckerberg. As his company struggled to mount its response with the Facebook Camera app, the CEO began to lose his patience."What is going on with our photos team?" Zuckerberg wrote in a 2011 message to top executives, as revealed by the FTC in court. Zuckerberg then described a number of individuals, whose names were redacted, as being "checked out." He added another person didn't want "to work with this team because he thinks this team sucks."In May 2012, Facebook launched a photo-sharing app called Facebook Camera, which aims to make it simpler for the social network's users to upload and browse photos on smartphones. Only weeks after Facebook spent $1 billion on a similar photo-sharing app called Instagram. Zuckerberg tried to buy Snapchat for $6 billionZuckerberg's failed bid to buy Snapchat was highlighted by the government to bolster its argument that Meta sought to maintain its dominance in the social media market through acquisitions rather than competition.Facebook isn't really for friends anymoreWhile under questioning by the FTC, Zuckerberg said that Facebook had greatly evolved since he launched the platform more than 20 years ago and that its main purpose wasn't really to connect with friends anymore.The FTC argues that Meta monopolizes the market for "personal social networking services.""The friend part has gone down quite a bit," Zuckerberg testified. He said the Facebook feed has "turned into more of a broad discovery and entertainment space."Not impressed by WhatsApp cofounderZuckerberg wasn't too impressed with one of WhatsApp's cofounders after a 2012 meeting he had with company leadership."I found him fairly impressive although disappointingly (or maybe positive for us) unambitious," Zuckerberg wrote in an email to colleagues after the meeting, it was revealed at trial.Jan Koum and Brian Acton cofounded WhatsApp in 2009. Zuckerberg said in his testimony that he thinks he was referring to Koum. Asked about his email, Zuckerberg seemed uneasy. He said that Koum was clearly smart but that he and Acton were staunchly opposed to growing their messaging app enough to be a real threat to Facebook. Zuckerberg would go on to buy WhatsApp in 2014 for $19 billion.Mark Zuckerberg's Meta Platforms adds former Trump advisor to the board days before an antitrust showdown with the FTCMeta Platforms is further boosting its lineup of heavy hitters with the additions of Stripe CEO Patrick Collison and Dina Powell McCormick to the mix. Powell McCormick was the former Deputy National Security Advisor to President Donald Trump during his first term. Married to Republican Senator Dave McCormick, former CEO of Bridgewater Associates, one of the world's largest hedge fundsStakeholder/shareholder activism NonsenseBP suffers investor rebellion at first AGM since climate strategy U-turnBP suffered an investor rebellion on Thursday after facing shareholders for the first time since abandoning its climate strategy at a meeting marred by protest.About a quarter of shareholders (24.3%) voted against the chair, Helge Lund, which marked the first time in at least a decade that more than 10% of BP's shareholders voted against the re-election of the chair.The outgoing chair told shareholders that the company had “pursued too much while looking to build new low-carbon businesses” but that “lessons have been learned”.BP's CEO Murray Auchincloss (2.7% against), repeated his previous claim that BP's optimism in the global green energy transition was “misplaced”, and that the board's “one simple goal” was to “grow the long-term value of your investment”.Mark Van Baal, the founder of the green activist investor group Follow This, said shareholders had “made it clear that weakening climate commitments is unacceptable”. He added: “This historical result serves as a wake-up call to BP's board and emphasises investor expectation for robust governance mechanisms and genuine leadership on ESG issues.”Starbucks CEO faces major backlash after details of his work routine are revealed: 'Ill-conceived decision'A press release from the National Center for Public Policy Research reported on the hypocrisy of Starbucks CEO Brian Niccol's transportation practices when considering the company's public commitment to eco-friendly practices.Niccol travels regularly from his home in Newport Beach, California, to Starbucks' headquarters in Seattle, Washington, via private jet. Each 2,000-mile round-trip commute releases nearly nine tons of carbon dioxide.The National Center for Public Policy Research's Free Enterprise Project's director Stefan Padfield pointed out the discrepancy of policy and practice during his presentation of Proposal 8 requesting an annual report on emissions congruency. He noted that each round trip made by Niccol "is roughly the annual energy-consumption footprint of the typical American household."This analogy paints a vivid picture of the hypocrisy between Starbucks' public environmental commitments and the practices of the CEO. Gaps are apparent. Target CEO Cornell meets with Sharpton to discuss DEI rollback as civil rights leader considers boycottCEO Brian Cornell met with the Rev. Al Sharpton in New York on Thursday as the retailer faces calls for a boycott and a slowdown in foot traffic that began after it walked back key diversity, equity and inclusion programs, the civil rights leader told CNBC Wednesday.The meeting, which Target asked for, comes after some civil rights groups urged consumers not to shop at Target in response to the retailer's decision to cut back on DEI. While Sharpton has not yet called for a boycott of Target, he has supported efforts from others to stop shopping at the retailer's stores.“You can't have an election come and all of a sudden, change your old positions,” Sharpton told CNBC in a Wednesday interview ahead of the meeting. “If an election determines your commitment to fairness then fine, you have a right to withdraw from us, but then we have a right to withdraw from you.”IBM Informs Staff of DEI Retreat as Trump-Era Scrutiny GrowsEmployees were told of the changes earlier this week, in a memo that cited “inherent tensions in practicing inclusion.” Legal considerations and shifting attitudes to DEI were among the factors for the company. IBM CEO Arvind Krishna discussed the changes in his monthly video update to employees Thursday.Anti-DEI activist Robby Starbuck said he first contacted the company in February to question its policies. IBM confirmed it discussed its changes with Starbuck.The company (-10% gender influence gap) also disbanded a diversity council that represents the views of employee groups as part of its reevaluation.Exxon Faces No Shareholder Proposals for First Time in 25 YearsThe absence of requests in Exxon's proxy statement comes a year after the company sued two climate-focused investors to remove what it described as their “extreme agenda.” It also tracks with the US Securities and Exchange Commission's decision to back guidelines that make it easier for corporations to block votes on shareholder resolutions at their annual meetings.Exxon said in a statement late Monday that it received only one proposal this year and the SEC agreed it should be discarded because “it tried to micromanage the company.”Occidental Petroleum Corp., Valero Energy Corp. and Dow Inc. are other companies with no shareholder proposals up for vote at this year's annual meetings.Exxon said this year marks “the first time in recent history that our proxy includes zero proposals from activists.” It was just four years ago that a small fund scored a victory over Exxon, placing three directors on the company's board.Climate activist shareholder group Follow This pauses big oil campaignClimate activist shareholder group Follow This said on Thursday a lack of investor appetite has forced it to suspend its nearly decade-long campaign seeking stronger commitments from major oil and gas producers to emission cutsHarley-Davidson slams activist investor, saying its campaign is messing up its CEO searchIn early April, H Partners' Jared Dourdeville, who had been a Harley director since 2022, abruptly resigned from the board, saying among other things that Harley had “cultural depletion” because of its work-from-home policies and the exit of several senior leaders. And that was not his only point of contention with the rest of the board.Investment firm H Partners, a major investor with 9.1% of Harley's shares, in an open letter filed on Wednesday, urged fellow shareholders to remove three longtime directors from Harley's eight-member board at its annual meeting in mid-May by withholding votes for them. H Partners said the board had not held Harley CEO Jochen Zeitz accountable for what it called his repeated “strategic execution failures” and “severe underperformance.”CEO/Chair Zeitz (2007, 30%)Lead DIrector Norman Thomas Linebarger (2008, 13%)Sara Levinson (1996, 20%)"We believe Mr. Zeitz, Mr. Linebarger, and Ms. Levinson should be held accountable for the destruction of shareholder value,"Harley's bylaws stipulate that directors who win less than 50% of votes in an election must tender their resignations.Harley announced last week that Zeitz, CEO since 2020 and board member for 18 years, would resign but stay in his role until a successor is found. H Partners wants him out now.That followed a letter issued a day earlier by Harley-Davidson, which accused H Partners of “publicly campaigning” against it and saying that those efforts are also “adversely impacting the CEO search process and ongoing execution of the Hardwire strategic plan,” referring to a turnaround plan it launched in 2021.Harley said that it began a CEO search late last year after Zeitz expressed interest in retiring and has interviewed three potential CEOs, including one supported by Dourdeville, but declined to offer any the job. The company has also said that Dourdeville had cast only one vote against the majority during his time as a director and that as recently as November 2024 he had expressed support for Zeitz.Harley-Davidson faces board fight from H Partners amid calls for CEO to exit soon

Sam Altman says Miyazaki should get over it, AI vs A1, and Zuck testifies

Adverbs are bad, tariffs are bigly, Enron's desk gets pardoned, cybertruck flipoff metrics

CEO chokes, Trump's tariff penguins, ESG needs a spine, chicken nuggets, and Starbuck at Heritage

France is for DEI, Primark CEO #MeToo, Tesla rage, Fink's new-old letter, and Bill Burr needs a job at ISS

Nikola investors lose, climate targets accelerate, oil execs buy Teslas, and ISS can't find ANYTHING WRONG at BP

Who to blame: Hormel's CEO search, “eat now pay later”, DOI vs. DEI, and Signal's woke board

IntroductionLIVE from a bottomless pit of CEO pay, it's a Business Pants Friday Show here at March 21st Studios, featuring AnalystHole Matt Moscardi. On today's weekly wrap up: Nelson Peltz hates woke ice cream, Self-hating Cybertrucks, and anti-ESG manbabies 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):‘Incompetent:' Jamie Dimon unloads on proxy advisor ISSJamie Dimon said Glass Lewis and Institutional Shareholder Services (ISS) should be “gone and dead and done with”, as he also launched an attack on those who pay for their services.In an interview with Semafor at Blackrock's retirement summit, Mr Dimon said: “Anyone who gives them money – shame on you.”Unilever hit ‘new levels of oppressiveness,' Ben & Jerry's claims as its CEO was sacked over social activismIce cream maker Ben & Jerry's has accused its parent company of firing its CEO David Stever over his support of the brand's progressive politics.On Tuesday, the Vermont-based brand filed an amended complaint in U.S. District Court for the Southern District of New York, alleging that Unilever “has repeatedly threatened Ben & Jerry's personnel, including CEO David Stever, should they fail to comply with Unilever's efforts to silence the Social Mission.”Ben & Jerry's said Unilever informed its board on March 3 that it was removing and replacing Ben & Jerry's CEO David Stever. Ben & Jerry's said that violated its merger agreement with Unilever, which states that any decisions regarding a CEO's removal must come after a consultation with an advisory committee from Ben & Jerry's board.“empowered to protect and defend Ben & Jerry's brand equity and integrity”White man David Stever, 4 women of color (one who is the chair), and two black men. In Vermont? Are they trolling us?!?! I guess it can be done. Unilever board member Nelson Peltz is still trying to find a white actor for Black PantherUnilever has not publicly disclosed a reason for Stever's firingThe ice cream company has a unique corporate structure that was meant to protect its activist mission, even after its 2000 sale to Unilever:Independent Board of Directors: Unlike most Unilever-owned brands, Ben & Jerry's has an independent board specifically tasked with preserving the company's social mission.Merger Agreement Protections: The 2000 acquisition agreement required consultation with the board for key leadership decisions, including hiring or firing the CEO.Social Mission Oversight: The board exists to prevent the dilution of the company's activist identity—something that appears to be under increasing pressure.Ben & Jerry's Founders Say They Stand Behind Ousted CEOBoeing Sued for Wrongful Death by Family of WhistleblowerBoeing pushed John Barnett, who was a quality manager at Boeing for nearly three decades, to his death by harassing and intimidating him after he raised safety concerns about the company's plant building the 787 Dreamliner in Charleston, South Carolina, a wrongful death lawsuit filed in federal court in the state alleges. His family claim in their suit that Boeing responded by carrying out a “campaign of harassment, abuse and intimidation intended to discourage, discredit and humiliate him until he would either give up or be discredited”.In the evening of March 8th last year, Barnett left the law offices of Boeing's outside counsel in Charleston after testifying for two days in the OSHA case. Barnett was giving his account of how Boeing violated its own policies and procedures, and FAA rules, during his seven years as a quality inspector at the North Charleston plant that assembles the 787 Dreamliner. He'd delayed a trip back to his home in Louisiana to finish his deposition the next day, a Saturday. Videos cited in the police report show Barnett leaving the hotel around 8:30 PM, and getting in his Clemson orange, Dodge truck. When Barnett failed to show by the 10 AM starting time for his final round of testimony, Turkewitz called the Holiday Inn to conduct a “welfare check.”Note: “America come together or die!!! Pray that the motherfk…ers who destroyed my life pay!!! I pray that Boeing pays!!! Bury me face down so that Boeing and their lying ass leaders can kiss my ass. I can't do this any longer!!! F-k Boeing!!!'Business has been neglected': Longtime Tesla investor demands Elon Musk resign as CEO MMElon Musk Says He Has No Idea What He Did to Make Everybody So Mad at Him"It's really come as quite a shock to me that there is this level of, really, hatred and violence from the left.""My companies make great products that people love and I've never physically hurt anyone.”“So why the hate and violence against me?”"I always thought that the left, you know, Democrats, were supposed to be the party of empathy, the party of caring, and yet they're burning down cars, they're firebombing dealerships, they're firing bullets into dealerships, they're smashing up Teslas," Musk said. "Tesla is a peaceful company. We've never done anything harmful.""I've never done anything harmful."“Because I am a deadly threat to the woke mind parasite and the humans it controls."Tesla just recalled basically all the Cybertrucks ever sold in AmericaTesla workers in Germany say they don't have time to use the bathroomTesla workers at a German factory say working conditions don't allow them enough time for drinking or bathroom breaks.Over 3,000 workers at a Tesla gigafactory near Berlin have signed a petition asking for more breaks and an end to intimidation from management, according to a statement from German metalworker's union IG Metall.A Huge Amount of Money Is Missing From TeslaEven the company's financials are now sprouting some glaring questions. As the Financial Times reports, a whopping $1.4 billion appears to have vanished in thin air. The enormous hole arises when examining the carmaker's capital expenditures and how those compare to the reported rise of the value of its assets.According to Tesla's cashflow statements, the firm spent $6.3 billion on "purchases of property and equipment excluding finance leases, net of sales" in the second half of 2024. However, its balance sheet claims the gross value of property, plant, and equipment rose by only $4.9 billion — leaving an eyebrow-raising $1.4 billion discrepancy.Musk Set to Receive Top-Secret Briefing on U.S. War Plans for ChinaMusk Tells Tesla Workers: Don't Sell Your SharesTesla board members, executive sell off over $100 million of stock in recent weeksTogether, four top officers at the company have offloaded over $100 million in shares since early February.Last week, longtime Musk ally James Murdoch became the latest to do so, exercising a stock option and selling shares worth approximately $13 million, according to an SEC filing.Elon Musk's brother, Kimbal Musk, who also sits on the board, unloaded 75,000 shares worth approximately $27 million last month, according to a filing.The chairman of the board, Robyn Denholm, has offloaded more than $75 million dollars worth of shares in two transactions in the past five weeks, federal filings show.Goodliest of the Week (MM/DR):DR: Chobani CEO: Why we're now giving all workers at least 12 weeks of parental leaveDR: JD Vance rips globalization, calling cheap labor a 'drug'MM: Tesla Cybertruck deliveries are on hold as trims are flying off the 'bulletproof' truck DRThey recalled ALL of them - imagine if Mary Barra put out a car at GM that, 1 year after releasing, they had to recall ALL of them? What would you do investors? Assholiest of the Week (MM):WahWah, our CEO: Tesla warns White House over tariffs in unsigned letter: ‘It's a polite way to say that the bipolar tariff regime is screwing over Tesla'Wah, China: OpenAI slams DeepSeek, warning the US government that China is catching up fastWah, customers: Tesla owners are trading in their EVs at record levels, Edmunds says, Tesla springs last-minute public all hands on staffers, confusion ensues, Tesla Cybertrucks are getting roasted on TikTok—one prank at a timeWah, investors: Baillie Gifford slashes Tesla stake as investor calls on Musk to step down, $1.4bn is a lot to fall through the cracks, even for Tesla, A Huge Amount of Money Is Missing From TeslaWah, privacy: Dad demands OpenAI delete ChatGPT's false claim that he murdered his kidsWah, I'm back in middle school: Elon Musk says he's shocked at the level of Tesla hate and vandalism happening: 'I've never done anything harmful'Stefan Padfield DR"It is not surprising that our proposal received low support, given the concerns we have about bias and conflicts of interest infecting the votes and recommendations of the Big 5 asset managers and proxy advisors, as well as the company's management," Padfield said."The issues raised by our proposals remain relevant to Disney's bottom line, and we arguably saw an indication of this in the fact that neither ESG nor DEI were mentioned once, directly or indirectly, in Iger's opening remarks -- suggesting the company is slowly distancing itself from the leftist radicalism embodied in those agendas," Padfield said.Fact check: ESG and DEI were not mentioned in Iger's remarks in 2024. They were not mentioned in 2023. Congrats on paying attention to whatever's in front of your face.Shareholders rejected your proposal because it was asinine and no one caresYour group, NCPPR, gets an AVERAGE of 1% everywhere… but did you notice that NLPC, your sister group in anti white person crime, got a solid 11% in favor at Apple for it's very real proposal on the dangers of AI? And Bowyer, got a 10% in favor at Apple for a report on child sex abuse software and got 1% here at Disney?Maybe the problem is you write overtly racist, stupid fucking shareholder proposals and you shout shut your fat mouth?Have we reached the CEO pay tipping point?Surge in incentive pay lifts HanesBrands' 2024 CEO compensation to $12.9 millionBig companies backtrack on climate goals in bosses' payStarbucks Must End Its Greed'—Bernie Sanders Calls Out Starbucks CEO For Getting $96 Million For 4 Months Of WorkKlarna's CEO got an 862% pay rise ahead of its IPOWe hate TREES now? TREES?Is planting trees 'DEI'? Trump administration cuts nationwide tree-planting effortHeadliniest of the WeekDR: Top workplace psychologist Adam Grant says offering employees better pay packages is the smartest move for the ‘long term'DR: Mom of child dead from measles: “Don't do the shots,” my other 4 kids were fineDR: Prince Harry's friends are blaming Meghan Markle for making him ‘too woke'MM: Donald Trump's favorite musical explained as he demands 'non-woke' theaterLike 89% of Broadway is gay, no?MM: Wait, whaaaa? British Gas: Centrica CEO's pay slashed in half at FTSE 100 giantWho Won the Week?DR: Sonya Mishra, author of new study: How does society perceive power-seeking women differently from status-seeking women?The study found that desiring status is seen as more congruent with feminine stereotypes compared to desiring power, and that women who desire status are less likely to incur backlash compared to women who desire power.MM: This video: Tesla Fans Furious at Video of Tesla Crashing Into Wall Painted Like RoadMark Rober tested autopilots for Lexus and Tesla… and Tesla ran over a dummy kid over and overAs Electrek points out, Autopilot has a well-documented tendency to disengage right before a crash. Regulators have previously found that the advanced driver assistance software shuts off a fraction of a second before making impact.It's a highly questionable approach that has raised concerns over Tesla trying to evade guilt by automatically turning off any possibly incriminating driver assistance features before a crash.PredictionsDR: Bowyer Research and Robbie Starbuck blame female CEOs in the S&P 500 for reducing the overall percentage of male CEOs in the S&P 500MM: Bowyer Research and Robbie Starbuck blame all the women running the big 5 - Larry Fink, Ron O'Hanley, Salim Ramji, Gary Retelny, and Bob Mann - for the failure of their shareholder proposals and demand a report from each requesting an analysis of the risk of having so many woke women running the big 5

Jamie Dimon says death to ISS, billionaire snowflakes, board burnout, CEOs feel “stuck” by Trump

ISS's Disney flip flop, EPA sells cars now, OpenAI demands no guardrails, and CEOs get $$$

Conservative snowflake word policing, illegal to boycott Tesla, Qantas' chair, and nepobaby merit in Biz Nuggets

Kroger's CEO fired, State Street's ESG loss, meritocracy is fake, and corporate blame games

GOOD GAME: ESG is now “resilience”, Kroger's CEO leaves, Tesla owners hate Musk, State Street loves nominating committees

The WWEification of the US, Capital One's keeping the interest, and DEI “wins” at Apple

Blame Game: Buffett's genetic skill, United Health's shareholder pushback, JPM Dimon's flip floppery

IntroductionLIVE from your ESG and DEI Teeth Bleaching Kit, it's a Business Pants Friday Show here at February 21st Studios, featuring AnalystHole Matt Moscardi. On today's weekly wrap up: Canada still cares, Rupert Murdoch knows how to text, the illusion of meritocracy, and an important new announcement from YouTubeOur 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):ESG Week MMBlackRock and Vanguard halt meetings with companies after SEC cracks down on ESGBlackRock resumes stewardship talks after reviewing new ESG guidanceProxy vote support for ESG drops to record low in 2024Clarification: ShareAction analyzed how 70 of the world's largest asset managers voted on 279 ESG shareholder resolutions during the 2024 proxy voting season:In 2024, only four (1.4%) out of the 279 resolutions we assessed received majority support, less than half of the percentage that gained a majority vote in 2023 (3%), and far lower than the 21% which passed in 2021.This is reflected in an ongoing downward trend in the average percentage support that these resolutions received, which was 20.6% in 2024 compared to 40% in 2021.Vanguard, the world's second largest asset manager, performed the worst of all the managers we assessed, voting in favour of 0% of shareholder proposals.Top 26 all in Europe1 GenAM (Italy) 982 BNP Paribas Asset Management (France) 973 PGGM Investments (Netherlands) 9728 Federated Hermes (top in US) 80BlackRock at #67 with a score of 5; Vanguard to out of 70 with a 0.Tesla Targeted With Worldwide Protests, Vandalism Tesla showrooms are being hit by a wave of anti-DOGE protestsSheryl Crow says goodbye to her Tesla and donates to NPR: 'You have to decide who you are willing to align with'Sign That Says “We Hate Him Too” Appears in Window of Tesla DealershipEconomist Warns That Elon Musk Is About to Cause a "Deep, Deep Recession"Jesse Rothstein, DOL's chief economist at the start of the Obama administration: "This is going to be very, very bad."James Murdoch lays bare his relationship with ‘misogynist' father amid succession fight in rare interviewThe interview, published in the Atlantic, reveals James Murdoch, now 52, regarded his father, now 93, as a “misogynist” and described Fox News as a “menace” to US democracy.A series of “withering questions” put to James by Rupert's lawyer in a nearly five-hour session at a Manhattan law office. According to the Atlantic, the questions included:“Have you ever done anything successful on your own?”“Why were you too busy to say ‘Happy birthday' to your father when he turned 90?”“Does it strike you that, in your account, everything that goes wrong is always somebody else's fault?”The lawyer also referred to James and his sisters as “white, privileged, multibillionaire trust-fund babies”.James realised Rupert, who was seated silently, was texting the questions to the lawyer. “How fucking twisted is that?” he asks Coppins.UnitedHealth's rough stretch continues, with buyouts, a reported DOJ probe and a 23% drop in three monthsUnitedHealthcare is in hot water again as the insurance giant grapples with a reported government investigation of its Medicare billing practices, pursues employee buyouts and potential layoffs and faces sharp criticism from billionaire Bill Ackman.It extends a tumultuous period for its parent company, UnitedHealth Group, marked by the killing of a top executive, a costly cyberattack against its subsidiary and high medical costs.The Department of Justice has launched a civil fraud investigation in recent months into UnitedHealth's billing practices for its Medicare Advantage plansThe probe specifically examines whether diagnoses were routinely made to trigger extra payments in those plans, including at physician groups the insurer ownsGoodliest of the Week (MM/DR):DR: Canadian banks must reveal diversity of board, top managers under new rulesCanadian banks and other national institutions have to disclose information about the diversity of their boards of directors and top management under new rules published on Saturday, in sharp contrast with the U.S. Trump administration which is ending such practices.Federally regulated financial institutions must also disclose policies to increase diversity while sending out notices of annual meetings to shareholders."Investors lack transparent and standardized information on the representation of women, Indigenous peoples, persons with disabilities and members of visible minorities in senior leadership positions … Diversity is fundamental to creating a thriving and successful financial sector that reflects Canadian values."DR: DEI is good for our business, Coca-Cola saysIn an annual filing, the company said its business could be adversely affected if it was "unable to attract or retain specialized talent or top talent with diverse perspectives, experiences and backgrounds."DR: REVERSAL: Trump rescinds DOT approval for NYC congestion toll, condemns city to pollutionDR: REVERSAL: Amazon workers reject union in vote at North Carolina warehouseOf the 3,276 ballots cast, there were 2,447 votes opposing the union and 829 in favor, according to the National Labor Relations Board.CAUSE was founded in 2022 by RDU1 employees Mary Hill and Rev. Ryan Brown to voice concerns about the company's response to the Covid pandemic, which they viewed as inadequate. The group sought to organize RDU1 to boost wages and secure longer breaks.Starting pay at RDU1 is $18.50 an hour. CAUSE has pushed to negotiate for wages of $30 an hour.Unions have enjoyed increasing support across the country, with 67% of Americans saying they approve of labor unions, according to Gallup.North Carolina had the lowest union membership rate in the country last year, with only 2.4% of workers in the state represented, according to the BLS.MM: NASA Has Some Good News About The Asteroid That Could Hit EarthMM: Finally, a future lawsuit against return to office mandates is here: Afternoon Naps Boost Your Problem-Solving, Study Finds110 minute nap!!MM: What's in that drink? Starbucks becomes less Instagrammable. MM DRAssholiest of the Week (MM):Meritocracy, the new buzzword DRExxon Swaps 'Diversity' for 'Meritocracy' in Report to InvestorsAccording to our data, ONE of Exxon's TWELVE directors meets relatively unimpeachable “merit” measures: advanced knowledge of the industry, network power, economic interest in the company, performance (earnings and TSR) at any company board they sit on, and CEO or leadership positions in the past.The ONE member that hits three of the five is Kaisa Hietala, who was a dissent director put there by Engine No 1 in an activist voteHere's why merit's missing: 7 of 12 directors are white menThere are no people of color anywhere except the two twofers - the woman born in Egypt who lived in Texas her whole life and was part of Trump 1.0, and the black guy on three other boards?Our data shows on average black women have more merit on paper than any other cohortNew plan: companies need to announce “increased meritocracy targets” - increasing the number of employees, executives, and directors meet meritocracy requirements by 2050The result will be: 100% of every company is black womenYou're welcomeIt's your job, assholeBoeing CEO praises Elon Musk for helping with the delayed Air Force One delivery: 'He's a brilliant guy'Your literal job is to build that thing for a client - imagine if we developed sucky director data, then said we hired ISS to build it because, “they're better at it!”Investors - you elected this board, this fool, and it's your money - is your job as owner the company to keep on a board and management team that needs help to do its basic job?Just a reminder: Ohio AG sued Boeing's board for safety failures - they can't keep their planes safe, they can't build new planes, they can't figure out how to deal with their employees… and the lowest vote against wasn't for prior CEO Dave Calhoun, it was for the guy who chaired the safety committee… for one year!Ohio voted FOR THEM ALLWhat it was always aboutThe worst version of fuck, marry, kill… fuck anyone with a vagina since you're a middle school boy, marry money, and kill… peopleAn Influencer Says She Had Elon Musk's Baby and the Drama Is Pretty Spectacular, Even by His StandardsElon Musk has a problem with X's Community Notes when he disapproves of the resultsElon Musk Is Flagrantly Gutting an Agency in Charge of Regulating TeslaTesla recalls more than 375,000 vehicles due to power steering issueHeadliniest of the WeekDR: Zuckerberg's New Metaverse Ad Is So Bad That the People Who Created It Must Be Secretly Trying to Embarrass HimMM: YouTube picked a new shade of red for its logo because the old red was too red - because the old color, hex code #FF1B1B was super loud and diverse, they made it a less diverse woke red, hex code #EB2F3BWho Won the Week?DR: NYC pollutionMM: Investor Relations Teams: BlackRock and Vanguard halt meetings with companies after SEC cracks down on ESG. BlackRock resumes stewardship talks after reviewing new ESG guidance. Not said but implied: “don't worry, we totally can't actually do stuff now, we're just talking here”PredictionsDR: Robbie Starbuck sues Coca-Cola because color of Coke is “too DEI”MM: Apple, prior to their upcoming meeting, sues Inspire Investing and Wayne Franzten, who copy pasted a shareholder proposal submitted by Bowyer Research, the company propped up by ISS, to Deere for a meeting in the same week. The lawsuit is on the grounds that Wayne Franzten doesn't exist (the only search result for his name is the Apple proposal, not even in voter records or political donation or real estate records can I find him - and this is his ONLY shareholder proposal in our database EVER), and on the grounds that a religious investor cannot sue on the grounds of financial materiality since Jesus said, “Children, how hard it is to enter the kingdom of God! It is easier for a camel to go through the eye of a needle than for someone who is rich to enter the kingdom of God.” | Mark 10:24b-25 and “Watch out! Be on your guard against all kinds of greed; life does not consist in an abundance of possessions.” | Luke 12:13-15, which means churches are anti-shareholder value.

Blackrock and Vanguard “pause” corporate meetings, SEC's boardroom power shift in the sarcastic Good Game

IntroductionLIVE from your ESG ESG ESG ESG DEI DEI DEI Climate Change Change Climate Change Global Warming ESG DEI, it's a Business Pants Friday Show here at Valentine's Day Studios, featuring AnalystHole Matt Moscardi. On today's weekly wrap up: Corporate Abolitionists, The Gulf of Stupidity, The S in ISS stands for Shitty, and Denny's Truth Bomb 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):Goldman Sachs abandons DEI rule, saying it has ‘served its purpose' MMRichard Gnodde, CEO of Goldman Sachs International and a member of the bank's Management Committee, told the BBC that the bank had scrapped its board diversity requirement because of legal developments — and the fact that it had achieved its function.“That policy served as a catalyst to try and drive a change in behavior. What's important here is that you have a diversity of views on that board, and if you look at these companies — they've all embraced diversity. I think it served its purpose.” Billionaire Airbnb Co-Founder Is Said to Take Role in Musk's Government InitiativeJoe Gebbia, the Airbnb co-founder, is a board member at Tesla.Mr. Gebbia arrived at O.P.M.'s downtown Washington D.C. headquarters in a black S.U.V. with a three-man security detail‘Sustainable' Investors Flee References to Climate ChangeThe success of Republican attacks on ESG and Donald Trump's re-election has everyone running for cover.For more than a decade, investment chief of Green Alpha Investments Garvin Jabusch would show a chart of the planet's rising temperatures when pitching investment ideas to clients, saying they could help save the planet and still make money: “I've given up on anyone ever caring about that”Parnassus Investments, the biggest US sustainable-investing firm, has removed references on its website that its funds are “fossil-fuel free.”Engine No. 1, the small activist firm that led the shakeup of ExxonMobil Corp.'s board in 2021, has removed wording on its web page that corporate performance is “greatly enhanced” by investing in workers, communities and the environment. The fund now says it invests in companies that are “powering innovation and driving the reindustrialization of the United States.”Mr. BlowhardJamie Dimon is fed up with remote workLast year's proxy statement:“We continued to deliver strong multi-year financial performance, invest in our future, strengthen our risk and control environment, and reinforce our culture and values, including our long-standing commitment to serve our customers, employees and communities, and conduct business in a responsible way to drive inclusive growth.”Managed revenue of $162.4 billion — a record for the sixth consecutive yearExperienced growth across all of our market-leading lines of businessRecord net income of $49.6 billionExceptional Performance: the Firm's sustained strong relative outperformance compared to its peersJPMorgan CEO Dimon slams RTO pushback: ‘I don't care how many people sign that f*cking petition'Jamie Dimon Reportedly Says He'll Cut Some ‘Stupid' DEI Costs At JPMorgan ChaseJPMorgan CEO Jamie Dimon wants to cancel some DEI spending after the bank spent billions on racial equity: ‘I was never a firm believer in bias training' In his remarks, Dimon reiterated the bank's commitment to improving society and said the company's approach to diverse employees and communities would stay the course. Yet, he reportedly added: “I saw how we were spending money on some of this stupid sh-t, and it really pissed me off,” Dimon said. “I'm just gonna cancel them. I don't like wasted money in bureaucracy.”There are two distinct elements to the determination of Jamie's pay plan: 50% is “the what” and 50% is “the how.” One of the three elements of “the how” is “Teamwork & Leadership,” which specifically includes “Creating an open, respectful, inclusive culture; Employer of choice for top talent from all backgrounds; Delivery on internal DEI initiatives.”One of the company's stated achievements in “Client/Customer/Stakeholder” was:Advancing racial equity: By the end of 2023, we reported nearly $31 billion of progress toward our five-year $30 billion Racial Equity Commitment to help close the racial wealth gap and advance economic inclusion among historically underserved communities in the U.S., including Black, Hispanic and Latino customers and communities. The Firm is committed to continuing work beyond the five-year timeframe identified in our original commitment to complete the 18 individually identified sub-commitments.“[P]ractices and progress on the Firm's DEI priorities as part of the year-end performance review.”$36M last year: $145M for 6 NEOsOne of COO Daniel Pinto's stated achievements: “Delivered key CIB DEI initiatives to drive a more inclusive work environment for employees”Goodliest of the Week (MM/DR):DR: Seattle Voters Say Yes to Corporate Tax Hike to Fund Social Housing a ballot initiative to fund social housing through an "excess compensation" tax on city businesses paying salaries of over $1 million68.32% of voters backed funding for social housing and 57.55% chose to fund it specifically with the proposed taxMM: Mexico's President Sheinbaum said her government would ask Google to make ‘Mexican America' pop up on maps of the U.S. MM DRAssholiest of the Week (MM):‘Greenhushing' Emerges as Anti-ESG Pressures Mount for CompaniesSTAND UP FOR YOURSELVES, YOU BABIESEither it is the right thing to do for shareholders and stakeholders and you should say so, or it's not and you're a fraudISSISS Indefinitely Halts Consideration of Diversity Factors When Making Proxy Voting RecommendationsLet's talk value of “diversity factors” - I'm talking strictly data here, not the justified moral outrage about having all white male boards. Let's just talk about how investors are now paying ISS hundreds of thousands of dollars instead of Free Float in order to get LESS data - here are the “factors” you no longer consider for recommendations:Gender diversity:Women outpace men globally in sector knowledge for boards they're on - women are more likely to have gone to an elite school or have an advanced degree AND have direct knowledge of the industry of the company they're on the board ofWomen have stronger networks - because so few break the glass ceiling of boards, they end up getting recycled, which means they know more board members or have friends in commonWomen and men have exactly the same performance metrics as directors - by performance, I mean during their tenures, they oversee the exact same TSR and earnings performance percentiles versus industry peersMen have the advantage in leadership and economic interest - as in, women are rarely made CEOs unless there's a crisis and mommy has to clean up after the boys, and the boys almost always keep shares for themselves and don't give any to the girlsRacial/ethnic diversity:Black female directors at S&P 500 companies are the most knowledgeable of their industriesBlack female directors at S&P 500 companies also have the strongest networks - they have been recycled more, and thus have more friends in high placesAsian male directors at S&P 500 companies have the highest performance rates on TSR and earningsOverall, black male and female directors are the most “meriting” board positions at the S&P 500 companies Shareholders who don't use their rights DRSEC Looks to Muzzle Shareholder Culture WarriorsSchedule 13G is filed by owners of stock who have more than 5% of shares - so basically, Blackrock, Vanguard, State Street, Fidelity - major investorsBUT, if the owner takes an ACTIVIST position (like Elliott amassing in BP right now), and that position is greater than 5%, they file a 13D, not G - D means they intend to influence or change management in a proxy fight (or through engagement)13D has more reporting requirements because it's an activist stakeWell, because investors have basically ignored their basic rights for so long and deferred to management, this happens: SEC Provides New Guidance on Schedule 13G EligibilityThe new guidance says:Schedule 13G would be unavailable if a shareholder engages with the issuer's management to specifically call for the sale of the issuer or a significant amount of the issuer's assets, the restructuring of the issuer, or the election of director nominees other than the issuer's nominees.For example, Schedule 13G may be unavailable to a shareholder who:recommends that the issuer remove its staggered board, switch to a majority voting standard in uncontested director elections, eliminate its poison pill plan, change its executive compensation practices, or undertake specific actions on a social, environmental, or political policy and, as a means of pressuring the issuer to adopt the recommendation, explicitly or implicitly conditions its support of one or more of the issuer's director nominees at the next director election on the issuer's adoption of its recommendation; ordiscusses with management its voting policy on a particular topic and how the issuer fails to meet the shareholder's expectations on such topic, and, to apply pressure on management, states or implies during any such discussions that it will not support one or more of the issuer's director nominees at the next director election unless management makes changes to align with the shareholder's expectations.ENGAGEMENT DEATH BY BEAURACRACY THE MAJORS! This works out one of three ways: the majors can no longer vote against any director for fear it appears to be “coercive”, and subjects them to 13D scrutiny, OR…They axe entire engagement teams, stop engaging at all, abstain and only offer pass through votingThey buy Free Float data - imagine a world where you stop engagement or conversation about “key issues”, and vote instead against candidates that just failed to perform without telling them why. No engagement, just voting on the data!But in the end, because you never actually used actual data on your director vote, the SEC is making it harder for you now. Congrats!Headliniest of the WeekDR: Denny's Says Consumers Fatigued by News, Economy, Inflation...EverythingMM: Double Deuce Announces Appointment of Paul A. Dumas as Chairman of the Board of DirectorsWe believe that his experience and knowledge of the mining sector, his wealth of contacts, and his expertise in growing a company and creating shareholder value will be incredibly beneficial to Double Deuce Exploration.Knowledge, network, performance - three tags for merit!Who Won the Week?DR: Two winnersJoe Gebbia: for proving beyond the shadow of a doubt that he is NOT an independent board member at Tesla and that his life choices have led him to believe that he needs three security guards to protect him from a world that very likely hates him.Richard Gnodde, a South African investment banker and CEO of Goldman Sachs International, in a mic-dropping moment for equality across the globe for declaring an end for the need of both the Civil Rights and Equal RIghts MovementsMM: Anyone not a cow veterinarian: H5N1 testing in cow veterinarians suggests bird flu is spreading silentlyPredictionsDR: Jamie Dimon starts to remove tampons from women's bathrooms at JPMorgan Chase because he says “I was never a firm believer in women's hygiene products”MM:

Live from a stack of DEI-hating lead independent directors dipped in milk chocolate, it's an all-new Whacky Wednesday edition of Business Pants. Joined by Analyst-Hole Matt Moscardi! On today's Twizzler-shaped proxy voting policy called February 12th 2025: Biz Nuggets!Our show today is being sponsored by Free Float Analytics, the only platform measuring board power, connections, and performance for FREE.DAMION1DEIIn our 'Hey Ma, Civil Rights Hurts My Back! And Equal Rights Gave Me a Stomach Ache!I quit! Tell Dad!' headline of the week. Diversity Is No Longer a Factor for Assessing US Boards, Proxy Adviser ISS Says*************** In our 'White Men Have Scarier Lawyers' headline of the week. Goldman Sachs ends IPO diversity policy citing legal developments*************** In our 'Are they Atrophied and Unprepared enough to Ignore this Study?' headline of the week. Microsoft Study Finds AI Makes Human Cognition “Atrophied and Unprepared”*************** In our 'ISS Borrows "Mission Accomplished" banner from George W. Bush' headline of the week. Proxy Advisory Firm ISS Removes DEI Factors from Voting Recommendations for U.S. Boards*************** In our 'The Dilemma Is Do We Actually Give a Shit or Were We Merely Pretending to Give a Shit?' headline of the week. There is a DEI dilemma taking place across Corporate America*************** MeritocracyIn our 'The Meritocracy is Plastic' headline of the week. In a move to ‘Back to plastic,' Trump bans paper straws*************** In our 'The Meritocracy Is Super Duper Confusing, says a College Dropout Dude' headline of the week. Mark Zuckerberg warned employees to prepare for an ‘intense year.' He just laid off 3,600 workers—including some who claim they got glowing reviews*************** MATT1In our 'ISS added, "we also feel that voting recommendations on the basis of performance, skills, knowledge, fit, usefulness, age, height, ability to tie shoes, or familiarity with modern technology are unneccesary and potentially discriminatory against 85 year old Uncle Gary and will no longer be a part of our assessment."' headline of the week. ISS drops race, gender from U.S. proxy votingIn our 'ISS added, "future assessments will no longer refer to predators, as that is disrespectful to the predators from the movie series Predator."' headline of the week. Macy's calls Diddy 'an equal opportunity sexual predator' in bid to be dropped from sexual assault lawsuitIn our 'ISS added, "our policy has also changed to ignore legal cases in favor of diversity as material, as we feel someone might disagree with a law and that would be awkward for our clients."' headline of the week. Companies like Costco have a strong legal case for keeping DEIIn our 'ISS added they will also be ignoring wildfires, sea level rise, drought, famine, floods, mudslides, tornadoes, hurricanes, communicable disease, and the puppy dog eyes of children dying of famine in future reports.' headline of the week. S.E.C. Moves to Kill Climate Disclosure RuleIn our 'ISS added, "Yes, we bought one."' headline of the week. Shopify takes down Ye website selling swastika shirts after Super Bowl adIn our 'Our new advisor to the board, Nelson Peltz, as advised we rebrand our inclusion program as "black people should most be cast as drug dealers", but we chose "Reapplying Yesterday's Comedic Racism"' headline of the week. Disney drops controversial ‘Reimagine Tomorrow' program as company pairs back DEI initiativesDAMION2In our 'Headline Prefers Nouns Over Names Because Names Are TMI' headline of the week. 3M CEO Named New Chairman of the Board*************** In our 'Greedy Airline CEOs Want In on Budding Oligarchy' headline of the week. Major airlines urge Trump administration to abandon passenger compensation review*************** In our 'The other half is being donated to AI's world domination ensuring the need for half their wealth to be donated…' headline of the week. OpenAI CEO Sam Altman and Husband Pledge to Donate Half Their Wealth*************** In our '"Trump moves to halt $5B EV-charging program" because Nobody is gonna buy a car, They are gonna buy helicopters and private jets' headline of the week. Trump blasts WFH policies: ‘Nobody is gonna work from home. They are gonna be going out, playing tennis, playing golf'*************** In our 'We'll all be dead soon and first class tickets don't grow on trees so leave me alone' headline of the week. BP set to scale back green investments as profits drop sharply*************** In our 'Reid Hoffman doesn't want his son's pivot to vegetarianism to mean fewer cheeseburgers' headline of the week. Reid Hoffman doesn't want Big Tech's pivot from fact-checking to mean more misinformation*************** In our 'You had me at Unequal Shareholder Rights' headline of the week. How Unequal Shareholder Rights Influence Proxy Voting Outcomes and Corporate Governance*************** MATT2In our 'When you say something is as "strong as ever", and "ever" was "never", do you mean "as strong as never"?' headline of the week. JPMorgan's CFO says succession planning for CEO Jamie Dimon is ‘strong as ever'In our 'When we said "hiring", we mean "stealing", and by "thousands", we mean "your shit."' headline of the week. Elon Musk's xAI plans massive hiring spree of thousands to train Grok, employees sayIn our 'Kimbal Musk sells Tesla stock worth about $28 million as Elon's brother cashes in on rally since Trump's victory' headline of the week. Wave of Vandalism and Protests Hit TeslaIn our 'High school white male accuses middle school white male of insecurity' headline of the week. Sam Altman says former friend Elon Musk isn't a happy guy: ‘Probably his whole life is from a position of insecurity'In our 'In fairness, Kimbal Musk can only complete 29%' headline of the week. OpenAI's DeepResearch can complete 26% of ‘Humanity's Last Exam' — a benchmark for the frontier of human knowledgeIn our 'Finally, a white male CEO gets a chance without the oppression of rules, laws, and social norms' headline of the week. Exclusive | Criminal probe into WWE boss Vince McMahon dropped: lawyer

Musk's DOGE is an investor problem, make the anti-DEI movement measure merit, and nanoplastic teaspoons

Live from a pile of dark chocolate-dipped kittens, it's an all-new Terrific Tuesday edition of Business Pants. Joined by Analyst-Hole Matt Moscardi! On today's calorie free Double Big Mac called February 4th 2025: the Who Do You Blame? Game!Our show today is being sponsored by Free Float Analytics, the only platform measuring board power, connections, and performance for FREE.DAMION1Who Do You Blame? GameWells Fargo CEO Charlie Scharf Gets Pay Bump To $31.2 Million CEO Charlie Scharf: for being greedy. His pay ratio was already an alarming 325:1 last year.Shareholders: Say on Pay 57% approval in 2021; 73% approval in 2022. Despite policy tweaks which resulted in 92% support in 2023 and 93% in 2024: the song remains the same: the CEO's pay steadily and magically increases annually: $21M, $25M, $26M, and now $31MPay Committee chair Ronald Sargent: why on earth would you ask the former CEO of Staples to control setting the pay of a fellow S&P 500 CEO brother? It's an immediate conflict of interest.Female board power: at -19% this is a board that chooses to underpower female leadership. 5 women control an aggregate 20% influence while the top 5 men control 68%Citi bucks back-to-office trend and embraces hybrid workingThe board: 8 of 14 directors are womenThe CEO: In 2021, Jane Fraser became Citi's CEO and the first woman to lead a major U.S. bank Shareholders: 26% in 2024 supported a SHP requesting a report on the effectiveness of Citi's policies and practices in respecting Indigenous Peoples' rights in Citi's existing and proposed financingChief Human Resources Officer Sara Wechter: Sara serves on the board of Onex Corporation (relatively rare for CHROs and is not afraid in her Citigroup bio to state that “she has championed diversity, equity and inclusion efforts across Citi, leading the firm in exceeding its original 3-year aspirational representation goals set in 2018 for women globally and black talent in the U.S.”McDonald's Shamrock Shake returns — and so does Grimace's uncleThe CEO: Chris Kempczinski's CEO pay ratio of 1,212:1 proves he doesn't care what anybody thinks.The Chair: oh wait, that's also Chris KempczinskiThe Lead independent Director: Miles White, clearly not independent having served on the board since 2009The Sustainability & Corporate Responsibility Committee Chair: The Committee that monitors strategies covering food, sourcing, the environment, human rights, community engagement, philanthropy, and DEI is Paul Walsh. A man who sold alcohol (former CEO at Diageo) and is currently the Executive Chair at a company that sells expensive racing cars (McLaren Group).OpenAI files a trademark application for humanoid robots and VR headsets as Sam Altman teases big hardware ambitionsThe CEO: Sam Altman the guy who refused to be fired for his board while subverting the company's mandate and mission.The Chair: Bret Taylor, the guy who comes from Twitter/Facebook/Google and is clearly disinterested in what humanity actually needs.The board: for allowing a CEO who was previously fired partly for lying to the board to sit on the board as a director.The two women who nearly fired Sam Altman: former OpenAI directors Helen Toner and Tasha McCauleyTarget hit with national boycott call over decision to drop DEI initiativesThe CEO: Brian Cornell's CEO pay ratio of 719:1 proves he doesn't care about anybody but himself.The double DEI-hating director: Dmitri Stockton also on the board of Deere The lead independent director: woman of color Monica Lozano, former CEO of The College Futures Foundation, whose “commitment to diversity, equity, and inclusion is paramount to its vision for advancing a racially, socially, and economically just California where generations of learners can thrive.”The chair of the committee responsible for Human capital management, specifically “DE&I in support of our business”: Compensation & Human Capital Management Committee chair Monica LozanoCoca-Cola and Novartis's CEOs don't care if ‘ESG' has become a toxic phrase among someNovartis CEO Vasant (Vas) Narasimhan: whose ego is so strong and secure he doesn't even need to serve on the board responsible for his oversight.Coca-Cola CEO James Quincey: for having the strength to say it:“If ESG becomes toxic as a phrase, which it basically has in the U.S., it doesn't matter to me. I'm just going to stop saying ‘ESG.' But the idea that for my basic product, I want to be water positive, I want to have a circular economy on my packaging, and I want to grow our business with less sugar—you can call it anything you like, but no one with common sense says those are bad ideas.“My business strategy is constant and clear and centered around the business and the things that consumers care about and that fix societal problems. If people want to attach labels to it, that's their issue. I'm saying this business will be great if I fix these problems, and it will be good for shareholders and be good for society.”Coca-Cola's Lead Independent Director and Corporate Governance and Sustainability Committee chair Maria Elena Lagomasino: maybe some of the woke messaging of Disney movies altered her conscience?Female board power at Coke: 49% influenceMATT1Ryder's $2.5M Settlement Brings 4-Year Governance Overhaul: What's Changing for Shareholders - suit alleged Ryder's management team and board artificially inflated the values of certain Ryder assets and made materially misleading statements regarding those values - suit alleged breach of fiduciary duties, unjust enrichment, and waste of corporate assets. Board has to create a Corporate Risk Steering Committee, company must hire a Chief Compliance Officer, a Management-level “Disclosure Committee”, at least two Audit Committee members must be financial experts, they have to hire a third party to do market research, they have to have a “pricing” team to examine market prices, they have a clawback, and they have a non-retaliation policy.CEO Robert Sanchez - CEO since 2013, the Man in the ChairThe Audit Committee - a FIVE person audit committee, all of whom they disclosed in 2020 were “financial experts”, all but one of whom was a CEO at another company that made them a “financial expert” (the fifth was an accounting professor), one of whom was the lead independent director who had been there since 2002Dmitri Stockton! The director who now has the wonderful distinction of having sat on the Deere board the flipped on DEI, the Target board that flipped on DEI, Stanley Black and Decker who was sued for not disclosing executive perks, and the Ryder board who was sued for sucking at being a board - all while he was there!DEI! Dmitri Stockton is BLACK and Robert Sanchez SOUNDS MEXICAN!US Steel Flags Trump DEI Order as Risk Factor for InvestorsRacist old white guys and tech bros! The order was written, ostensibly, by Stephen Miller, Trump, and Musk, the three horseman of the brownpocolypse, and US Steel is now including Trump's DEI order as a material risk to the companyThe lawyers! The company said in its annual report last year that it aims “to have an engaged and diverse workforce to promote new ideas and innovation, reflect the communities where we operate, and deliver exceptional customer service.” This year, that same sentence omitted a reference to having a “diverse” workforce. That sounds like Duane D. Holloway, chief ethics and compliance officer and general counsel, right?DEI! Duane Holloway… is BLACK! Mr. Holloway serves on the board of directors of the Minority Corporate Counsel Association (MCCA), the Carnegie Hero Fund Commission, the Allegheny County Parks Foundation and Gilman School. He also serves as Executive Sponsor of U. S. Steel's SteelPARENTS Employee Resource Group. That all sounds exceedingly woke and DEIish.The board! US Steel managed to find 8 white males for their 12 person board, 3 white woman, and 1 black woman… so people of color have a whopping 6% influence on the board. It DOES feel risky to talk about them though, right?Walgreens stock plunges. Its dividend payout changes are to blameRoz Brewer! She was a DEI hire after all, right? Can't we pin this on her tenure as fake CEO?Steffano Pessina! The man with 61% of board influence, the man who fired Roz Brewer, the man who we'll find out today won re-election despite cratering the company as executive chair!DEI! Did you see this line in the announcement about the dividend cessation? “In fiscal 2024, WBA scored 100% on the Disability Equality Index for disability inclusion”. SO WOKE.

IntroductionLIVE from your DEI Blame Game, it's a Business Pants Friday Show here at January 31st Studios, featuring AnalystHole Matt Moscardi. On today's weekly wrap up: a DeepSeekWeek, The Zuck Suckup Tour, Target is not the new Costco, and fecal phones 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):DeepSeek shocks AI world with 'cheap' Chinese chatbot MMMarc Andreessen warns Chinese ChatGPT rival DeepSeek is ‘AI's Sputnik moment'DeepSeek limits registrations due to cyber attackAlibaba says it has an AI model even better than DeepSeekMeta Chief Zuckerberg Joins the Business RoundtableMark Zuckerberg is reportedly hunting for a home in Washington, D.C., to be even closer to the commander-in-chief and his inner circleU.S. Bancorp's Next CEO to Be First Woman of Color to Lead a Major U.S. LenderGunjan Kedia, who was named the bank's president in May, will take the job in April, succeeding Andy Cecere, who will become executive chairman.American Airlines CEO Robert Isom Offers Apology Over Fatal Mid-Air Collision Near Washington, D.C. AirportTrump criticizes FAA diversity efforts after deadly plane crash, even as he says he doesn't know the cause yetGoodliest of the Week (MM/DR):DR: Whole Foods workers in Philadelphia vote to form Amazon-owned grocery store's first unionDR: Starbucks and Workers United Union Agree to Contract MediationMM: Negative ESG news creating buying opportunity, say private banks MM DRMM: Record number of CEOs leave roles amid activist pressure, research shows202 bosses of some of the world's largest listed companies left last year — up 9 per cent from 2023Assholiest of the Week (MM):COWARDSTarget rolls back DEI initiatives, the latest big company to retreatTarget announced Jan. 24 that it would conclude the DEI goals previously set to increase Black employees' representation and advancement, improve Black shoppers' experiences and promote Black-owned businesses.Scrubbed all mention of diversity from websiteThis is the reason why you get targeted:Black executives and professionals at Target doubled from 2019 to 2023 to max out 10% and 9% respectively29% of board influence are people of colorProps to Dmitri Stockton for joining the double coward club - on the board of Deere and TargetBoycotts go both ways, not just shooting cans of Bud Light: Target hit with national boycott call over decision to drop DEI initiativesBut important note - the conservative Trumpers turned this into a legal battle, not ideological - so if you're angry, you're not angry with just target, you're angry with the Supreme CourtSYCOPHANTS AND SUCKUPSMark Zuckerberg Defends Embrace of Trump Administration in Meta Employee Q&AZuckerberg has shown us who he really is. Believe himMeta Agrees to Pay Trump $25 Million to Settle His LawsuitAmazon ramps up ad spending on Elon Musk's X, WSJ reportsElon Musk Teams Up With Boeing to Rush Production of New Air Force OneExxon foe Engine No. 1 to build fossil fuel plants with ChevronGoogle caves to Donald Trump's executive order and will change ‘Gulf of Mexico' to ‘Gulf of America' on its mapsDUE DILIGENCEAppointmentdate 1date 2daysNorfolk Southern names Lori J. Ryerkerk to board of directors1/27/20255/9/2025102Bank of America Names Maria Martinez to Board of Directors1/29/20254/24/202585CSX Corporation (CSX) Appoints Ann Begeman to Board of Directors1/29/20255/8/202599Former Ally CEO joins First Horizon's board of directors1/29/20254/23/202584Carlisle Companies Elects Sheryl D. Palmer to its Board of Directors1/29/20255/1/202592Mitek Systems Announces Mark Rossi as Nominee to Its Board of Directors1/28/20253/4/202535Xcel Energy Elects Devin Stockfish to Board of Directors1/29/20255/22/2025113Average of 3 months from appointment to electionIn the midst of a manflake broligarchy, in a world where there is no accountability in the alternative democracy unless there's an activist, THIS is what we spend our time on?NYC Comptroller targets United Airlines on heat dangersHeadliniest of the WeekDR: Bill Gates says he thinks it's 'insane' that Elon Musk is allowed to 'destabilize' politics in other countriesMM: Team Says They've Recreated DeepSeek's OpenAI Killer for Literally $30Who Won the Week?DR: companies that provide energy to support AIMM: AI coders with $30PredictionsDR: an AI company accidentally erases itself after fearing it may destroy the worldMM: The next avian flu is on your phone: Your phone is a breeding ground for fecal bacteria. This is how to keep it clean and prevent getting sick

Our show today is being sponsored by Free Float Analytics, the only platform measuring board power, connections, and performance for FREE.DAMION1The AI Tech BroBubble‘Sputnik moment': $1tn wiped off US stocks after Chinese firm unveils AI chatbotAnger and Fighting BackWalmart is facing backlash from investors after cutting DEI programsA lawyer says he dropped Meta as a client after what he called a 'descent into toxic masculinity [and Neo-Nazi madness]' by Zuckerberg's companyBMW trolled after announcing it's ‘no longer posting' on X: ‘Becoming More Woke'Nearly a third of Elon Musk's EV-loving Dutch customers may sell their Teslas: ‘There's been a debate in the Netherlands around Tesla shame'I drive a Cybertruck, and I'm sick of people flipping me off. I wish they understood how helpful this car is for me. Misogynistic taunts cost Philadelphia Eagles fan his job at DEI firmBiden warns that an oligarchy is forming that threatens US democracyIs the warning good?Old-fashioned ESGRecord Number of Funds Drop ESG Labels Ahead of New EU RulesSBTi Passes 10,000 Companies Committing to Science-Based Climate TargetsBillionaire Michael Bloomberg To Fund UN Climate Change Body After US WithdrawalMajority of companies leading on emissions reductions have tied executive pay to ESG aimsBoeing should treat workers better to recover from its 'mess,' Emirates boss tells BIFines and Lawsuits and Settlements and RegulationsVanguard will pay $106 million over 'misleading statements' about retirement fundsTennessee drops BlackRock ESG suit after asset manager agrees concessionsDOJ sues Walgreens, alleging it 'knowingly' filled millions of prescriptions that lacked legitimate medical purposesGM can't sell your location data for the next five yearsCalifornia Bans Insurance Policy Cancellations In Boost To Property Owners. The Insurance Industry Prepares For Record-Breaking LossesCalifornia considers letting wildfire victims sue oil companies for damagesThe DEI/Union Speed RoundWhole Foods workers in Philadelphia vote to form Amazon-owned grocery store's first unionJamie Dimon is doubling down on JPMorgan's DEI work as a conservative group targets Wall Street: 'Bring them on'Costco union representing 18,000 workers authorizes nationwide strikeDelta Doubles Down on DEI, ESG Policies

Story of the Week (DR):Trump signed an order ending DEI. Here's what it means for Fortune 500 companiesTrump's latest presidential moves mandate government agencies to specifically target companies in the private sector engaged in what it describes as “illegal DEI discrimination and preferences.”Despite the intended chilling effect of these executive moves, multiple legal sources point out that Trump's order and action do not constitute a change in the law. Rather, the language used in the order simply “enforces longstanding federal civil rights laws,” says Britney N.D. Torres, senior counsel at employment law firm Littler.Trump's executive moves just mean that companies will have to continue to carefully review their DEI-related policies, practices and initiatives based on longstanding anti-discrimination laws, and make sure they can't be interpreted in a way that is different from what they intended, she says.This week in Davos, Jamie Dimon reaffirmed JPMorgan's DEI commitments after the National Legal and Policy Center, a conservative nonprofit, proposed the bank revisit how compensation is tied to the company's racial-equity goal. “Bring them on,” said Dimon referring to the efforts from right-leaning groups. “We are going to continue to reach out to the Black community, the Hispanic community, the LGBT community, the veterans community.”Will this ever trickle down to JPM leadership?15 on Operating Committee: 1 POC (an Indian man–Sanoke Viswanathan, CEO of International Consumer and Wealth–who came from McKinsey); 7/15 F though so some credit dueBoard: nearly 50% F but a woeful -21% gender gap; no leadership positions on board or top 3 committees: only committees where women have power are Public Responsibility Committee and Risk Committee; 11 on board: 9 WM and 2 BFCan we stop pretending board and shareholder oversight is a thing? DRJPMorgan CEO Dimon's 2024 pay rises 8.3% to $39 million after record profitDisney CEO Bob Iger's Pay Package Rises 30% to $41.1 Million in 2024 Barclays proposes 45% increase in CEO pay under new bonus-linked scheme Goldman CEO gets big pay boost, and $80 million bonus for another five years at helmI promise I try not to pick Musk, but…‘The gesture speaks for itself': Germans respond to Musk's apparent Nazi saluteSome say it was an unambiguous Nazi salute but others are unsure and say focus should be on Musk's stated support for far-rightStarbucks lead independent director Mellody Hobson to step down Is this the only time in history a lead independent director was named in a headline or even mentioned at all?No more black people on board: no women in leadership positionsGoodliest of the Week (MM/DR):DR: Trump has a message to CEOs: Build in America or pay upDR: This confusing headline: Voters who backed Trump identify new swamp to drain: corporate power“The pendulum has swung so far. Things have gotten so out of line. Companies ought to be able to police themselves and not hurt people, and it's just gotten way, way out of line. It's time that it swings back the other way.”DR: Trump's DOGE department is now down to just one leader after Vivek Ramaswamy steps downMM: Microsoft Signs Forest Restoration Deal to Remove 3.5 Million Tons of CO2 DR MMMM: Jamie Dimon is doubling down on JPMorgan's DEI work as a conservative group targets Wall Street: 'Bring them on'Jamie Dimon says LFG RACISTSAssholiest of the Week (MM):John DeereSee, instead of sticking up for yourself against pretend journalists with zero credibility who cosplay at being ESG analysts but are really just anti gay middle school boys, you caved. You caved and now you have not one, but THREE shareholder proposals in a couple weeksAnd the ONLY one you challenged - the one you tried to exclude from your proxy - was the one by As You Sow, who asked the SAME THING as the National Public Policy Research Consumer Blah Blah BlahNational Legal and Policy Center (8 shares): SHAREHOLDER PROPOSAL ON A REPORT ON RACIAL AND GENDER HIRING STATISTICSAs You Sow (26,000 shares): SHAREHOLDER PROPOSAL ON A REPORT ON EFFECTIVENESS OF EFFORTS TO CREATE A MERITOCRATIC WORKPLACE You also got these anti woke gems:National Center for Public Policy Research ($2,000): SHAREHOLDER PROPOSAL ON A CORPORATE FINANCIAL SUSTAINABILITY REPORT, asking for a new committee to show how committed you are to making moneyBowyer Research (100 shares): SHAREHOLDER PROPOSAL ON A REPORT ON CHARITABLE GIVING, asking for a report on how you don't give to Southern Poverty Law Center, but they think you might be and they're discriminating against white religious conservatives and the KKKYou thought, “oh, if we just cut out our DEI stuff and make a press release, they'll go away… sure, we'll offend, like, all the black people and women and stuff, but it's worth it for our white farmers, and everyone will forget…”You were wrong. Your board was wrong. Your management was wrong. You know what petty middle school bullies do when you give them your lunch money? Take it the next fucking day, too. Grow a spine, tell the anti woke shitbirds that DEI is about expanding the talent pool that's been historically excluded and maximizing skills, and keep your lunch money in your pocketMaybe call someone at Costco to ask for advice on how to grow a pairThe proxy vote at Air ProductsOnly three directors have batted under 500 during their tenure at Air Products, only two on all boards in the last 7 years80 year old CEO has been on the board since 2013 and has 32% influenceThere are 81 current directors that are 80 with >30% influence in the US, 21 of whom are CEOsOf them, 12 rate worse than Seifi on TSR, and 13 are worse at EBITDA22% of the board are connected through other directorshipsThere are 910 US companies with higher degree of director interlocks12 of those companies have directors over 80 years old with >30% influence, and 8 of them perform worse than Air ProductsWhat the fuck does ISS and Glass Lewis do all day that they can write this about Air Products, but NOT the others:ISS: “With that said, one must acknowledge the reality of Ghasemi's age, and the board should have a robust strategy in preparation for his eventual departure. Confoundingly, the board appears to have ceded control of deciding Ghasemi's successor to Ghasemi himself…”GL: “… we are concerned that available information strongly suggests that the incumbent board, if left to its own devices and not held accountable at the forthcoming AGM, may simply surface something of a figurehead candidate previously selected or endorsed by Mr. Ghasemi, while concurrently permitting Mr. Ghasemi to retain substantial influence for an unspecified period, without a substantive acknowledgment of the poor capital allocation performance of his strategy.”Egan Jones: “We firmly believe that Air Product's unsatisfactory performance stems in part from mismanagement and the absence of effective leadership to guide the Company.”And why the fuck to investors WAIT until an activist is involved??Air Products CEO unseated from board; Activist investors win 3 seatsWill Hild, Consumer ResearchNasdaq files to withdraw mandate on ‘diverse' board directors after court defeatThose cheering Nasdaq's decision to pull the diversity mandate included Will Hild, executive director of Consumers' Research. He said he was pleased to see the exchange “abandon its anti-White, anti-Asian, and anti-male discrimination scheme.”24,960 directors in the US17,453 are male with an average influence of 1.4 women (it would take about 1 ½ women to equal one dude)White and Asians are 83% of directors and 83% of the US workforce, but are worth 1.4x the influenceWill Hild's most discriminated group - the White and Asian male - is worth, on average, 1.75x the average Black or Hispanic woman in terms of influence and powerConsumers Research is associated with the Philanthropy Roundtable which is associated with every idiot anti-woke anti-gay anti-black anti… non profit org, and Will Hild has made a solid 300k/year making up things about ESG and wokeismHolding students hostageData breach hitting PowerSchool looks very, very bad64.2m students9.5m teachersLargest breach everMaybe they also need to hire Clorox CEO on their board…Headliniest of the WeekDR: Velveeta just made nacho cheese you can stick in your pocketMM: Marriott elects Taco Bell CEO to board of directorsWho Won the Week?DR: the security team paid to protect Tim Noel, UnitedHealthcare new CEO to replace murdered Brian Thompson: best negotiation position ever?MM: Lawyers - how many law firms salivated at the idea of suing the Trump administration for every one of his six thousand executive orders on day one?PredictionsDR: Compensation Committees go buck wild in 2025MM: Zuckerberg's new algorithms automatically append the word “boobs” to every user search, except for the search for Democrats, which also replaces the word Democrats with “boobs”

IntroductionLIVE from your ESG EV Dipstick, it's a Business Pants Friday Show here at January 17th Studios, featuring AnalystHole Matt Moscardi. On today's weekly wrap up: The CEO takeover has accelerated; bravery for sale at Costco; and men finally have power 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):DealBook: C.E.O.s hail the chief MMElon Musk, Jeff Bezos and Mark Zuckerberg to attend Trump's inauguration: The three will be seated together on the inauguration platform with other prominent guests.About $200M so far (BIden about $60M)Amazon: $2 millionMeta: $1 millionMeta CEO Mark Zuckerberg: $1 million (personal donation)Robinhood: $2 millionBank of America: $1 millionGoldman Sachs: UndisclosedGoogle: $1 millionMicrosoft: $1 millionUber: $1 millionUber CEO Dara Khosrowshahi: $1 million (personal donation) Boeing: $1 millionFord/GM//Hyundai/Toyota: $1 millionRipple [Cryptocurrency]: $5 millionApple CEO Tim Cook: $1 million (personal donation)OpenAI CEO Sam Altman: $1 million (personal donation)etc.In Farewell Address, Biden Warns of an ‘Oligarchy' Taking Shape in AmericaPresident Joe Biden's farewell address Wednesday came with a series of warnings for the future of the country, among them that a rising “oligarchy taking shape” threatens American democracy: "Today, an oligarchy is taking shape in America of extreme wealth, power and influence that literally threatens our entire democracy, our basic rights and freedoms and a fair shot for everyone to get ahead."“... concerned about the potential rise of a tech-industrial complex," Biden said. "It could pose real dangers for our country as well.""Social media is giving up on fact-checking. The truth is smothered by lies told for power and for profit." he said, appearing to refer to Meta's ending its fact-checking program.without safeguards, AI could "spawn new threats to our rights, our way of life, to our privacy, how we work and how we protect our nation."​​161 years ago, a New Zealand sheep farmer predicted AI doomOn June 13, 1863, a letter titled "Darwin among the Machines" written by Samuel Butler (under the pseudonym Cellarius) published in The Press newspaper of Christchurch warned about the potential dangers of mechanical evolution and called for the destruction of machines, foreshadowing the development of what we now call artificial intelligence—and the backlash against it from people who fear it may threaten humanity with extinction. It presented what may be the first published argument for stopping technological progress to prevent machines from dominating humanity.The letter drew direct parallels between Charles Darwin's theory of evolution and the rapid development of machinery, suggesting that machines could evolve consciousness and eventually supplant humans as Earth's dominant species."We are ourselves creating our own successors." he wrote. "We are daily adding to the beauty and delicacy of their physical organisation; we are daily giving them greater power and supplying by all sorts of ingenious contrivances that self-regulating, self-acting power which will be to them what intellect has been to the human race. In the course of ages we shall find ourselves the inferior race."In the letter, he also portrayed humans becoming subservient to machines, but first serving as caretakers who would maintain and help reproduce mechanical life—a relationship Butler compared to that between humans and their domestic animals, before it later inverts and machines take over.Goldman Sachs CEO David Solomon says AI can write 95% of an IPO prospectusThe initial registration prospectus for an IPO, called S1, usually took a six-person team two weeks to complete. However, now 95 per cent of the work can be completed by AI in minutes, he said. Goldman Sachs chief David Solomon questions start-ups' need to listHe also asked private companies to take ‘great caution' before deciding to go public, adding that the depth of capital in private markets has made the need to go public redundant for many. Goodliest of the Week (MM/DR):DR: Costco is holding the line on DEI; Delta Doubles Down on DEI, ESG Policies; Apple backs diversity programs rejected by US firmsMM: European Union orders X to hand over algorithm documentsAssholiest of the Week (MM):Alpha masculine cosplayMiddle school beta nerds realizing they have “fuck you” money and now trying to act like big boys… which means dunking on women, gays, blacks, trans, and momWe need to be more manlyMommy made me do it, but now I'm a big boyElon paid for someone to spend 24 hours a day leveling up a video game character, then pretended it was him and he was good at itTrump Taps Mel Gibson, Sylvester Stallone and Jon Voight as Hollywood ‘Ambassadors'Bezos has a HUGE NEW ROCKET guysThe Nerd Alpha Cosplay is using MAGA Trump as a vehicle…Inauguration hypocrisy ($170m)Game: of the top donors to the Trump inauguration, which is the biggest hypocrite?I give you the name of 10 largest donors, you say whether they're a hypocrite who gave more to Dems or not because they gave more to GOP anywayAutocrat hypocrisy DRInstagram and YouTube Prepare to Benefit if TikTok is BannedZuckerberg, Brin, and Page Prepare to Benefit if China is BannedThere are 743 authoritarian (dual class, founder lead, fake democratic) US companies that trade out of about 2,200 - that's a whopping ⅓ of the US market that's fake democratic public companiesLet's apply the “China Threat Theory” to them:Economic consolidationTotalitarian companies are 34% of US market capMilitary spendingPalantir (0.3% of market cap) and 9 other totalitarian companies have weapons manufacturing (total 2% of US cap)Privacy and espionage16% - 16% - of US market cap is totalitarian companies involved in privacy violations or data breachesThe top 4 are obviously nerd alpha cosplayers - Brin/Page, Bezos, Zuck, MuskPropagandaTesla and Walmart are the two largest firms flagged for misleading customers through advertisingMusk straight up lies to customersTotal cap of 3.33%Human rightsAlphabet, Amazon, and Meta are flagged for human rights problems, both in and out of labor forcePalantir and Salesforce as well11% of US market capHere are the most Chinese Threat US Totalitarian companies:National Presto IndustriesPalantirBerkshire HathawayTeslaMetaAmazonAlphabet is tops!Yeah, but DEI!John Deere Sued by FTC Over Equipment-Repair PracticesSEC sues Elon Musk, says he cheated Twitter investors out of $150 millionToyota truck unit fined $1.6 billion for emissions violationsYeah, but it was a DEI firm, so we feel bad for the fanHeadliniest of the WeekDR: Mark Zuckerberg is reportedly blaming former Meta exec Sheryl Sandberg for a company inclusivity initiativeMark Zuckerberg praises benefits of 'masculine energy', calls corporate America 'culturally neutered'78% of Fortune 500 HR leaders say they have trouble getting the C-suite to believe in the long-term benefits of childcare MM: McDonald's Retires DEI Goal SettingMM: Carrier Global Corporation Appoints Amy Miles to its Board of DirectorsYou might not think this is funny if you don't know who Amy Miles or Carrier are… Carrier makes HVAC systemsCEO is David Gitlin, on Boeing boardAmy Miles is the CEO of Regal Entertainment (the movie theaters) and is on the board of GapShe joins ex Walmart, ex GSK, ex American Water Works, ex TIAA CREF execs on a board overseeing… air conditionersWho Won the Week?DR: Oligarchy TruthersMM: Co-co-co CEOs - Paramount Will Allow Its 3 Co-CEOs to Resign and Receive Severance If They Are DemotedPredictionsDR: The DEI decision train gets rolling as a bulk of S&P 500 takes a sideMM: After Vivek said we have to stop venerating jocks, and the middle school nerdboys with money have shown how unfit they are to run anything, Free Float adds a data point that shows the percentage Jock Influence on every board to get a sense of there being team players that might actually be adults in the room and it's the beginning of the end of the Nerd Fake Alpha era

Live from an DEI-bedazzled ESG Glowstick, it's an all-new Terrific Tuesday edition of Business Pants. Joined by Analyst-Hole Matt Moscardi! On today's SAT Cheat Sheet called January 14th 2025: BIZ NUGGETS!Our show today is being sponsored by Free Float Analytics, the only platform measuring board power, connections, and performance for FREE.DAMION1ZuckIn our 'He also said corporations named "Julie" and Samantha” especially suck' headline of the week. Mark Zuckerberg praises benefits of 'masculine energy', calls corporate America 'culturally neutered'*************** In our 'He cautioned any panic by saying AI would only steal jobs from the gays, the blacks, and human women' headline of the week. Zuckerberg Announces Plans to Automate Facebook Coding Jobs With AI***************In our 'Zuck and Musk criticized the action as "something a lady named Julie or Samantha would do" and also said "there is no place in our society for decisions that benefit the greater society"' headline of the week. Mastodon's founder cedes control, refuses to become next Musk or Zuckerberg***************Eugen RochkoIn our 'In other news, acorn blindsided by oak tree's decision to let it fall to the ground' headline of the week. Meta's oversight board blindsided by Mark Zuckerberg's decision to relax hate speech restrictions*************** Tech BrosIn our 'Jeff Bezos sues Business Insider for calling him a 'shadow advisor'' headline of the week. Amazon CEO Andy Jassy has a new 'shadow' advisor. It's one of the most prized roles inside the company.*************** Alex Dunlap, a 17-year veteran of Amazon Web Services, started as Jassy's shadow advisor in late 2024, replacing Eric Rimling, a logistics VP who was Jassy's shadow since January 2023.In our 'But we should still prioritize the fake meritocracy so we don't accidentally hire a black person' headline of the week. OpenAI CEO Sam Altman: The new No. 1 ability you need to succeed—it's not raw intelligence*************** In our 'He also added that he still intends on re-electing Kimbal Musk to the board of Tesla' headline of the week. Steve Bannon vows to demolish Elon Musk's political influence in a mission he says is ‘personal'*************** MATT1In our 'After we retire black people, we can finally get back to retiring cows for our burgers.' headline of the week. McDonald's Retires DEI Goal SettingIn our 'I think they meant "retiring"' headline of the week. Is DEI dying? Here's the list of companies that have rolled back the 'woke' policiesIn our 'From the memo edition: "We firmly believe in our deeply held beliefs that exist today, not of yesterday or tomorrow. Those deeply held beliefs right now include retiring DEI, because that is what we currently have moral conviction to do as of this moment."' headline of the week. Meta announces end of DEI programs. Read the internal memoMeta's 2021 sustainability report had DEI as THE MOST CRITICAL ISSUE to both its business and its stakeholders. In our 'We have set two new ambitious goals for 2025 which we call "95 for 25": We aim to improve our tech workforce, which is 73.9% male and 89.7% white or asian and 90.2% straight, to be 95% male and 95% white and asian and 95% straight by 2025. We also aim to improve our user experience for men by altering our algorithm to show American football, tanks, missiles, pubic grooming tips, and women as property as 95% of all posts by 2025.' headline of the week. Mark Zuckerberg says he wants more 'masculine energy' at Meta. So, why don't more men use Facebook?In our 'We are well on our way to achieving one of those goals by the end of January.' headline of the week. Facebook Now Allows Calling Women Personal PropertyIn our 'Ok, let's be honest, these black women ARE the personal property of Mark Zuckerberg, right?' headline of the week. Facebook Is Creating Fake AI-Powered Black Women While Changing Its Rules So It's Okay to Harass Real OnesIn our ‘Honestly, our biggest problem has been the gays. Did you know white guys can be GAY now? Almost 10% of our company say they're gay, but Mark and I can't tell which ones are gays and not talented and which are just talented white guys because they look the same. So, in order to figure out who we're not discriminating against, we have another new target to only hire people who wear a shirt that self-identifies if they're straight and talented to maintain the meritocracy.' headline of the week. Meta policy chief says decision to end DEI ensures company hires 'the most talented people'In our 'We are well on our way to achieving meritocracy by the end of January.' headline of the week. Mark Zuckerberg Tells Joe Rogan Why He Wanted Dana White On Meta's Board Of Directors“Because I control Facebook, I have the benefit of not having to convince the board to not fire me. Because I'm not worried about losing my job, I get to use my board to get people I want to help solve problems.”In our 'This headline was written by the Christian Post, who's other headlines today include "Franklin Graham weighs in on whether God is judging Hollywood with California fires" and "Mel Gibson says gospels are veryifiable history"' headline of the week. The woke right: Critical theory for white guysDAMION2Stakeholder angerIn our 'A shitty app would have paid him $2.6M while a sucky app would have been worth $4M' headline of the week. Sonos CEO behind disastrous app exits with $1.9 million severance*************** Patrick Spence. Also the accelerated vesting of nearly $6M in equity.Spence serves on the Snap board along with Compensation Committee member Joanna Coles; Compensation Committee chair Thomas Conrad was formerly a VIce President at SnapIn our 'But just so we're clear we pledged over $31M To CEO Bob Iger last year because he's worth more than twice your dumb campfire' headline of the week. Disney announces a $15 million pledge for L.A. wildfire relief*************** In our 'What's not important is to focus on executive performance that led to one of the most crippling cybersecurity errors of 2024, what's important is my opinion on George Kurtz's dimples and that we honor the $230M in compensation the company has paid to him over the past 3 years; and also since there are no black or latin directors we're not really sure how to blame someone for this' headline of the week. Jim Cramer Says Crowdstrike Fundamentals Are ‘Excellent,' Praises CEO's ‘Apology Tour'*************** In our 'Opiod settlement turns to tragedy after Kroger CEO Rodney McMullen dies laughing after his son asks if the settlement will affect his $360 million in Kroger shares and nearly $20M in annual compensation"' headline of the week. Kentucky reaches $110 million deal with Kroger to settle its opioid lawsuit—‘This massive grocery chain…allowed the fire of addiction to spread'*************** Stupid headlinesIn our 'The new CEO is named CEO, replacing the old CEO named CEO' headline of the week. KFC CEO to step down, new CEO named***************Yum Brands named Scott Mezvinsky as KFC Division CEO. Mezvinsky is currently president of Taco Bell North America and International. No reason was given for Sabir Sami's departure. In our '2030 headline: Nearly 3 of every 5 job postings are still mostly real, study says' headline of the week. 1 of every 5 job postings is actually fake, study says*************** In our 'His two favorite books were: 'The Great 976:1 CEO Pay Ratio Gatsby' and 'Pretending Systemic Racism Is Not Terrible 3 Years After Pretending Systemic Racism Was Terrible For Dummies'' headline of the week. Walmart's CEO shares the 10 books that shaped his year*************** MATT2In our 'Speaking of the meritocracy...' headline of the week. Activist Investors Forced Record Number Of CEOs To Resign In 2024In our 'They also have the option to become co-co-co-co CEOs if a new CEO is found by the new owner and co-owner' headline of the week. Paramount Will Allow Its 3 Co-CEOs to Resign and Receive Severance If They Are DemotedIn our 'Zuckerberg, Spiegel, and Musk agree: China is a threat to national security' headline of the week. TikTok Case Before Supreme Court Pits National Security Against Free SpeechIn our 'Man with agenda says company has agenda and that's illegal' headline of the week. American Airlines' focus on ESG in 401(k) plan is illegal, US judge rulesIn our 'If you're running trials, I submit to you my children' headline of the week. Moderna says it's ‘one step closer' to a norovirus vaccine as the virus spreads across the U.S.

ESGDisclosureThe next wave of anti-ESG movement focuses on reduced disclosureDecrease in Director/NEO bio/photo disclosure in both proxy statements and corporate websitesAnti-DEI board compositionA sharp drop in new directors that are “diverse”An increase in overall board size; instead of outright replacing diverse directors, an increase of white male directors (who skew younger) are simply added to boardsMusk effectGreater re-domestication push: incorporate, headquarters, employees: SHPs reflect thisCEO pay reconfigured for higher payouts:Decrease in “longterm” CEO compensation performance periods to reflect shorter CEO tenure and general CEO greedNew players in proxy cage matches: toxic bros (maybe a bitcoin bro?)SEC moves to greatly restrict shareholders' right to submit proposalsWill lead to a significant decrease in E & S proposals: both in SHPs submitted and SHPs removedSHP support percentage will continue to decreaseBut I think we will see a new active conservative SHP machine to go along with the two CentersBlame game/oversight greenwashingIncrease in board-level committees (partly to due a thing and partly to pretend a thing was being done): AI, Cybersecurity, Succession PlanningSharp increase in “co-” arrangements: co-CEO; co-Chairs, etc. in order to shift blamePwC's figure that 49% of directors want someone on their board replaced (and 25% want two or more directors replaced) increases to 66% and 44%GeneralThe next “Bud Light” is… Kontoor Brands (Lee/Wrangler)Something deemed “woke” triggers the MAGA mob and when they discover in the proxy that the company “Increased board gender diversity in 2024” and was “undertaking a search for a potential additional gender diverse director” all hell breaks loose.Year of ZuckEven more so if TikTok failsThe obvious prediction is Musk buys a media company but maybe I think Zuck makes a pivotal acquisitionElon fades due to Tesla sucking and Trump battlesYear of Drones: a CEO is fired for either accidental or illegal misuse of dronesSignificant increase in the “banning” of social media and teen smartphone usePeopleBuffett diesTim Cook steps downAfter more than a decade of tenure, Doug McMillon begins leadership transition from Wal-Mart with eyes on 2028 PresidencyAI. Also Generative AI. And headwinds.Texas is the new FloridaTexas sees an influx of incorporation under the pretense of “regulation easing”, but every company that moves is basically just racistGoodbye shareholder rights, we hardly knew theeAbolish say on pay (not even advisory!)Every board moves to classified boardWhy not, investors don't challenge a single director anyway!Proxy voting policies are made illegal, as voting against the company in any way is considered discrimination against companiesAnti-ESG bills keep forgetting that G is in ESG… and they're banning it, which means no proxy voting at allWyoming includes language stating “assessing corporate board or employment” as “evidence of” having a social agenda, and therefore bannedCostco isn't aloneThe pushback against DEI pushback will come from the few, the strong, and the highly democratic boards with strong female power:1,023 mega, large, and mid cap US companies721 have diversity programs of some kind that are disclosed644 have disclosed targets or internal training around DEIOnly 94 companies have BOTH highly democratic boards (where power is dispersed evenly) AND top quartile female power on the board AND DEI programsThe most democratic is Costco - 32% female power (top quartile) and less than 3% deviation of power (4th most democratic in the entire US, tops for DEILayer in strong stock returns, and here are the companies who are likely to be targeted and push back:Procter & Gamble1yr/5yr up 8/31%Sell Braun, Gillette, Old Spice - man brands39% female power, 4% power deviationAltria1/5yr up 3/25%Cigarettes are still manly47% female power, 5% deviationMen FINALLY get some powerThe Meta Method: increase board size, add all men - went from one of the more gender diverse boards (fake, but still) to BELOW AVERAGE in one cycleThere are NINE board that by adding ONE more dude, they would become:Less than 50% femaleFrom positive to negative power gapRemain democratic (so dudes get a say) - here are the large caps:Cardinal HealthHPStryker CorpHonorable mention: Cracker Barrel, which is one Robbie Starbuck away from negating female powerThe US vs. Europe divide NARROWS… as the EU moves hard rightWatch 2025 elections: Norway parliament, German federal, Greece presidential, Czech parliament, Irish presidential (in which Conor McGregor is a viable candidate)The frameworks and regulations around environmental and ESG issues were so badly constructed, it's the perfect storm for pushback and rollback - watch the EU undo everything to catch up with the US in the race to the bottomThe rise of the director activistA new model in investor activism - director activism, not corporate activism - built on how people perform and whether they have the skills they should have on a particular boardFinding underperforming PEOPLE and replacing themFind underperforming companiesFind underperforming teams - globally…3,406 companies out of more than 10,000 with at least one director who has historically (and currently) performed in the BOTTOM THIRD of all directors on TSR726 of them, MORE THAN HALF THE BOARD is comprised of bottom dwelling directors196 of them MORE THAN HALF THE BOARD is comprised of bottom dwellers for BOTH TSR and carbonFind knowledge gapsIn the 196, Frontier Airlines has 8 directors with Econ backgrounds, but 4 with mechanical backgrounds, 2 with safety, and 2 with transportation backgroundsM&T Bank's largest expense is people… but there are ZERO directors with deep knowledge in HR or personnel management for highly paid employeesBegin a data driven vote campaign for cognitive diversityYou don't need an absurdly long powerpoint presentation with backing from Jeff Sonnenfeld to achieve this - your narrative is simple: we hire based on meritocracy, you guys stink.The absurd might not be so absurd?AIAI sues a company for discriminationIt was unfairly taught DEIAI is added to a board of directorsAnd labelled as “gender neutral” for the diversity matrixAI avatars to go to meetings for you, including your HR meetingsCowardsIn the wake of Brian Thomson's murder, Mark Zuckerberg figures out the new best use of the Metaverse: a place for boards and executives to meet without leaving their housesCompanies begin disclosing whether directors have guns, the horsepower of the engines of their cars, and whether they are “white” or a new race called “extra white”WokeThe first “woke parallel economy” investors begin popping up to combat the anti-woke parallel economy investorsWalled-off “woke zones” - like in stores that sold porn mags behind the counter, you can now request to enter the “woke zones” in stores where they keep pride merch and feminine products, but you need an ID to enter and children under 17 must be accompanied by an adult

Live from an ESG-flavored 2025, it's an all-new Wacky Wednesday edition of Business Pants. Joined by Analyst-Hole Matt Moscardi! On today's Costco lovefest called January 8th 2025: Headlines We Missed since the end of December and the new comic book superhero named Costco!Our show today is being sponsored by Free Float Analytics, the only platform measuring board power, connections, and performance for FREE.DAMION1Shit We Missed (in no particular order):Tech BrosZuckDana White, UFC CEO and Trump ally, to join Meta's board of directorsZuckerberg Announces New Measures to Increase Hate Speech on FacebookMark Zuckerberg's Meta is moving moderators out of California to combat concerns about bias and censorship“Huge problems” with axing fact-checkers, Meta oversight board saysCo-chair Helle Thorning-Schmidt said she is "very concerned" about how parent company Meta's decision to ditch fact-checkers will affect minority groups: "We are seeing many instances where hate speech can lead to real-life harm, so we will be watching that space very carefully," she added.Meta Drops Rules Protecting LGBTQ Community as Part of Content Moderation OverhaulThe changes included allowing users to share “allegations of mental illness or abnormality when based on gender or sexual orientation, given political and religious discourse about transgenderism and homosexuality.”Meta replaces policy chief Nick Clegg with former Republican staffer Joel Kaplan ahead of Trump inaugurationSamSam Altman Explodes at Board Members Who Fired Him"And all those people that I feel like really fucked me and fucked the company were gone, and now I had to clean up their mess," adding that he was "fucking depressed and tired.""And it felt so unfair," the billionaire told Bloomberg. "It was just a crazy thing to have to go through and then have no time to recover, because the house was on fire."The board's primary fiduciary duty was not to maintain shareholder value or profits, but rather to stay true to OpenAI's mission of creating safe artificial general intelligence (AGI) that benefits humanity.Helen Toner: the director of strategy at Georgetown's Center for Security and Emerging Technology.Tasha McCauley: an adjunct senior management scientist at think tank RAND Corporation. McCauley was also on the advisory board of the Centre for Effective Altruism. In 2017 she signed the Asilomar AI Principles on ethical AI development alongside Altman, OpenAI co-founder Ilya Sutskever, and former board member Elon MuskOpenAI CEO Sam Altman denies sexual abuse allegations made by his sister in lawsuitMuskMaga v Musk: Trump camp divided in bitter fight over immigration policyElon Musk Endorses Nazi-Linked German Party, Even Though It Opposed Tesla's GigafactoryTech Bro Wealth12 US billionaires gained almost $1 trillion in wealth in 2024 as the stock market delivered another year of massive returnsNYT Report Says Jensen Huang, The CEO Of Nvidia And The 10th-Richest Person In The U.S., Trying To Allegedly Avoid $8 Billion In TaxesMark Zuckerberg says he doesn't have a Hawaiian doomsday bunker, just a 'little shelter.' It's bigger than most houses.You could live next door to Jeff Bezos on 'Billionaire Bunker' island for $200 millionMusk urges Bezos to throw an ‘epic wedding' after Amazon founder blasts report of $600 million nuptials as ‘completely false'Elon Musk takes aim at MacKenzie Scott again for giving billions to liberal causes, calling the gifts 'concerning'How Jensen Huang and 3 Nvidia Board Members Became BillionairesMark Zuckerberg sported a $900,000 piece of wrist candy as he announced the end of fact-checking on MetaDEI/ESG Flip-FloppingWhen an anti-DEI activist took a swing at Costco, the board hit backA Costco shareholder proposal brought by conservative activist The National Center for Public Policy Research asked the company to probe its diversity, equity and inclusion policies, with an eye toward eliminating them.The thrust of the proposal is that certain DEI initiatives could open Costco up to financial risks over discrimination lawsuits from employees who are “white, Asian, male or straight.”The company's board of directors unanimously urged shareholders to reject the proposal and made the case that Costco's success depends on establishing a racially diverse, inclusive workplace: “We believe that our diversity, equity and inclusion efforts are legally appropriate, and nothing in the (Center for Public Policy Research) proposal demonstrates otherwise,” the board's statement said.The statement went on to rebuke the Center for Public Policy Research, saying that they and others were the ones responsible for inflicting financial and legal burdens on companies. “The proponent's broader agenda is not reducing the risk for the Company but abolition of diversity programs,” the board said.Costco board member defends DEI practices, rebukes companies scrapping policiesJeff Raikes, co-founder of the Raikes Foundation and former CEO of the Bill & Melinda Gates Foundation, who has served on Costco's board of directors since 2008: "Attacks on DEI aren't just bad for business—they hurt our economy. A diverse workforce drives innovation, expands markets, and fuels growth. Let's focus on building a future where all talent thrives." He concluded his post on X with the hashtag, "InclusiveEconomy." While businesses began to announce their departures from DEI policies last year, Raikes urged companies to expand such practices at work, insisting that scaling down DEI in businesses would harm the economy.Robbie Starbuck: “I fully endorse cancelling memberships at this point.”McDonald's rolls back DEI programs, ending push for greater diversityFour years after launching a push for more diversity in its ranks,McDonald's said it will retire specific goals for achieving diversity at senior leadership levels. It also intends to end a program that encourages its suppliers to develop diversity training and to increase the number of minority group members represented within their own leadership ranks.Managers 'touch up' staff: McDonald's faces fresh abuse claimsFast-food chain McDonald's has been hit by fresh allegations of sexual and homophobic abuse as staff members allege they have been 'touched up' by managers and offered extra shifts for sex.The chain first faced bombshell claims of widespread sexual abuse and harassment at its stores in July 2023 and has since been reported more than 300 times for harassment to the UK's equality watchdog.Allegations have included racist abuse, sexual assault and harassment and bullying. BlackRock Cuts Back on Board Diversity Push in Proxy-Vote GuidelinesThe policy updates remove both (a) numerical diversity targets (i.e., boards should aspire to 30% diversity of membership and have at least 2 women directors and 1 director from an underrepresented group) and (b) the related disclosure-based voting policy (i.e., BlackRock previously would consider taking voting action if a company did not adequately explain its approach to board diversity) – but provides that BlackRock may consider taking voting action if an S&P 500 board is not sufficiently diverse (BlackRock includes a footnote in the policy update suggesting that 30% diversity may still be the expectation).BlackRock's investment stewardship team tweaked the language used to describe how it approaches votes for other companies' boards. It didn't explicitly recommend that boards should aspire to at least 30% diversity of their members, after having done so in previous years.The report noted, however, that all but 2% of the boards of companies in the S&P 500 have diverse representation of at least 30%—and that if companies were out of step with those norms, BlackRock may cast opposing votes on a case-by-case basis. JPMorgan Leaves Net Zero Banking Group, Completing Departure of Major U.S. Banks Stakeholder Anger (or Anger at Stakeholders)Poll finds many Americans pin partial blame on insurance companies in UHC CEO killingA recent survey from the University of Chicago, found that, while 8 out of 10 U.S. adults believe the person who killed Brian Thompson bears the responsibility for the murder, 7 in 10 shared the belief that healthcare companies are also to blame. Luigi Mangione mention on SNL met with applause, critics slam 'woke' audience: 'Wooing for justice?'New York to charge fossil fuel companies for damage from climate changeThe new law requires companies responsible for substantial greenhouse gas emissions to pay into a state fund for infrastructure projects meant to repair or avoid future damage from climate change.Albania bans TikTok for a year after fatal stabbing of teenager last monthTeens in Vietnam will now be limited to one hour of gaming per sessionStarbucks baristas set to strike as new CEO makes $100 millionWashington Post Cartoonist Quits After Jeff Bezos Cartoon Is KilledNorway on track to be the first to ‘erase petrol and diesel engine cars'Fully electric vehicles accounted for 88.9% of new cars sold in 2024Exxon Sues California Official, Claiming He Defamed the CompanyExxon Mobil sued California's attorney general, the Sierra Club and other environmental groups on Monday, alleging that they conspired to defame the oil giant and kneecap its business prospects amid a debate over whether plastics can be recycled effectively.DystopiaMan Trying to Catch Flight Alarmed as His Driverless Waymo Gets Stuck Driving in Loop Around Parking LotAsked to Write a Screenplay, ChatGPT Started Procrastinating and Making ExcusesKlarna's CEO says AI is capable of doing his job and it makes him feel 'gloomy'Governance newsShari Redstone is saying goodbye to Paramount GlobalCharles Dolan, TV pioneer who founded HBO and Cablevision, dies at 98Richard Parsons, former Time Warner CEO, dies at age 76 Dye & Durham board resigns, activist nominees take control, interim CEO named The Fortune 500 has two new female CEOs—finally pushing that milestone above 11%And we end with a few classics:Boeing ends a troubled year with a jet-crash disaster in South KoreaMan who exploded Tesla Cybertruck outside Trump hotel used ChatGPT to plan the attackNorovirus rates have skyrocketed by 340% this season. Here's where the ‘winter vomiting disease' is spreading and whyMATT1CostcoNational Center for Public Policy Research filed the proxy with CostcoTheir arguments include…US Supreme court decision at HarvardA $25m judgment in PA for white regional manager at Starbucks who was fired after two black patrons were arrested for being blackThis gem: “With 310,000 employees, Costco likely has at least 200,000 employees who are potentially victims of this type of illegal discrimination because they are white, Asian, male or straight.”This, perhaps, is the greatest ironic argument for “meritocracy” ever made in historyThey point out that the MAJORITY OF THE STAFF is white, Asian, male, or straight… but they don't even use Costco's data, they source census data and just guessThe real numbers:Non management is 44.2% white, management is 58% white - a 14% increase in meritocracyExecutives are 80.6% white - a whopping 36.4% more meritHispanics are 33.1% of non management, 23.3% of management - 9.8% less merit!Executives are 5.8% Hispanic, 26.3% less meritAsians are 8.5% and 7.1%, so 1.4% less merit7.9% executive - so even merit?US Exec management is 72.3% maleSo 80.6% of executives are white, and 72.3% are male - and the argument NCPPR is making is that BECAUSE there are a lot of white males, there is a lot of RISK that THE WHITE MALES WILL SUE YOU if they think they're discriminated againstThink of what they're saying - because you have so many non diverse people, you can't have diversity programs for risk of lawsuitThe response dropped the pretense that the proxy was anything except racismThe proponent professes concern about legal and financial risks to the Company and its shareholders associated with the diversity initiatives. The proponent's broader agenda is not reducing risk for the Company but abolition of diversity initiatives. A 2023 federal district court decision, in a case brought by the proponent, noted that the proponent had "published a document called 'Balancing the Boardroom 2022,' which describes its shareholder activism as 'fighting back' against 'the evils of woke politicized capital and companies.' [The proponent went] on to describe 'CEOs and other corporate executives who are most woke and most hard-left political in their management of their corporations' as 'inimical to the Republic and its blessings of liberty' and 'committed to critical race theory and the socialist foundations of woke' or 'shameless monsters who are willing to sacrifice our future for their comforts.'" National Center for Public Policy Research v. Schultz, E.D. WA. (Sept. 11, 2023). And the proponent's efforts to demonstrate retrenchment on the part of companies are misleading, at best. For example, the assertion that "Microsoft laid off an entirea[sic] DEI team" is simply wrong. It was later reported that Microsoft stated that the two positions eliminated were redundant roles on its events team and that Microsoft's diversity and inclusion commitments remain unchanged, according to Jeff Jones, a Microsoft spokesperson: “Our focus on diversity and inclusion is unwavering and we are holding firm on our expectations, prioritizing accountability, and continuing to focus on this work.” Colvin, Caroline. Amid DEI cuts, Microsoft works to distinguish itself from those responding to ‘woke' backlash. HR Dive, July 24, 2024.Reason Costco might be pushing back?Racism is basically unveiledOf all the companies targeted by a proposal or Robbie Starbuck, Costco has the lowest deviation in board member influence - as in, nearly the entire board has equal power, it's highly democratic - women, men, diverse cohorts are more or less equally powerful to anyone else in the roomNo connections to any board member on another DEI flipper companyMeanwhile, the anti DEI, anti immigrant movement has begun to eat itself before Trump even takes officeIn defense of more HB1 visas and foreign workers, Vivek Ramaswamy says we venerate jocks over valedictorians on Twitter, and Americans aren't as good employeesThe rebuttal was MAGA Trumpers saying Vivek is fake MAGAAlso this: “His entire argument is a terrible proposition,” he adds. “Children raised to be good little robots might grow up to build robots of their own someday, and become rich. Asians are the highest-earning racial group in America, but are they happier for it? Suicide is the leading cause of death for Asians aged 15-24 … and the second-leading cause of death for those aged 25-34.” Page points to a Psychology Today post that blames tiger parenting for causing anxiety and depression and then asks, “Do we really want this country to be even more stressed-out?”Costco proxy says Asians are discriminated againstTwitch gamers are streaming about “meritocracy”

IntroductionLIVE from your ESG Hanukkah Jesus Bush, it's a Business Pants Friday Show here at December 20th Studios, featuring AnalystHole Matt Moscardi. On today's YEARLY wrap up: Everything.Our show today is being sponsored by Free Float Analytics, the only platform measuring board power, connections, and performance for FREE.Story of the Year (DR):Exxon Sues Two ESG Investors [Follow This, Arjuna Capital] MMJudge voids Elon Musk's "unfathomable" $56 billion Tesla pay packageBoeingBoeing CEO says it was 100% his own decision to resignBoeing CEO's tearful apologyBoeing pleads guilty to fraud in fatal 737 Max crashes, fined $243.6 millionBoeing names Robert ‘Kelly' Ortberg as new president and CEOBoeing factory workers strike for first time since 2008 after overwhelmingly rejecting contractTrump's victory adds record $64bn to wealth of richest top 10The Murder of Brian Thompson, UnitedHealthcare C.E.O. DRGoodliest of the Year (MM/DR):DR: 2,000 senior women win “biggest victory possible” in landmark climate caseMore than 2,000 older Swiss women have won a landmark European case proving that government climate inaction violates human rights.The European Court of Human Rights (ECHR) ruled Tuesday that Switzerland had not acted urgently to achieve climate targets, leading victims, who are mostly in their 70s, to suffer physically and emotionally while potentially placed at risk of dying.The women, part of a group called KlimaSeniorinnen (Senior Women for Climate Protection), filed the lawsuit nine years ago. DR: Minnesota capital St. Paul makes history as first large U.S. city with all-female councilDR: Delta paying $1.4 billion in profit sharing payments to employeesDR: 42% of shareholders vote against BlackRock CEO Larry Fink's payMM: Stakeholders rule: U.S. bans noncompete agreements for nearly all jobs: MM“30 million people, or one in five American workers are bound by noncompetes. It will take effect later this year, except for existing noncompetes that companies have with senior executives ‘on the grounds that these agreements are more likely to have been negotiated.'”MM: Women > men: First NCAA women's basketball championship surpasses men's viewership: DR“Iowa-South Carolina game averaged 19 million viewers, 24M in the final 15 minutes. Men's averaged 15 million. Year of renegotiating for women's basketball.”MM: Porn figures it out: A Pornhub Chatbot Stopped Millions From Searching for Child Abuse VideosMeanwhile… “Google's Search AI Recommends Changing Your Car's Blinker Fluid, Which Is a Made Up Thing That Does Not Exist.”Researchers Call for "Child-Safe AI" After Alexa Tells Little Girl to Stick Penny in Wall SocketGoogle's Gemini Chatbot Explodes at User, Calling Them "Stain on the Universe" and Begging Them To "Please Die"Meta's AI Refuses to Show Asian Men With White WomenMM: Study: Playing Dungeons & Dragons helps autistic players in social interactions Assholiest of the YEAR (MM):Sam AltmanSam Altman will return to OpenAI's board with three new directors“Our primary fiduciary duty is to humanity.” - So let's summarize - we have a board with Bret Taylor (ex Twitter chair, Salesforce founder, worked at Google, worked at Facebook and created the like button), Larry Summers (grumpy grandpa Harvard who thinks women are unable to compete with men and was master of Harvard when Zuck founded Facebook), Adam D'Angelo (founder of Quora, former CTO of Facebook), Sue DH (who was on board of Facebook), Fidji Simo (who lead monetization at Facebook), and the only NON FB alums Sam Altman (the master and founder) and Nicole Seligman (who oversaw one of the largest hacks in history and has a history on boards of CBS/Viacom under dictators)...Proxy voters DRDisney Shareholders Are Selling Their Proxy Votes Online - IndieWireA share of Disney is currently hovering at $118.Buying the vote is currently valued at $0.20.The current economic value to shareholder right value multiple is 590:1McDonald's CEO Kempczinski to assume role of board chairmanMiles White named Lead Independent DirectorDirector since 2009 (15 years)Connected to 58% of the CURRENT boardHas nearly 40 loops back to board members in the last 7 years aloneWas on the board for the disaster that was Steve EasterbrookMiles is part of the Boeing American Board Other board history:LIDsThere are 284 US large caps out of just over 600 with CEO/Chair combo, founder, or executive chair and a Lead Independent Director on the board - that's 47% of US large cap boardsAt 59% the LID has 10+ years of tenureAt 29% BOTH the executive AND the LID have more than 10 years of tenure - as in they worked together for a decadeAppointments, not electionsNumber of new directors appointed from 6/1/23 to 6/1/24: 1,875Average time between appointment and election: ~4 monthsThomas Gayner was added to the Coca Cola board and served 10 full months before he got a vote from investors - and they voted 39.1% AGAINST SEC charge hinges on director's lack of ‘social independence'20% of every US large cap board is connected inside two degrees JUST FROM OTHER BOARDSWe 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!Boeing InvestorsLawsuit Against Boeing's Board Seeks Accountability for Safety FailuresBill AckmanAfter his wife is outed as having plagiarized (lightly?) in her dissertation, he posted on Wednesday a 4,200 word post defending his wife, detailing his personal trauma…And now, the part that only billionaires can do because the rest of us asshole poorsies don't rate…I reached out to a board member I knew at BI, and to its controlling shareholders, the co-ceos of KKR, and to Mathias Döpfner, the Chairman and CEO of Axel SpringerI reached out to Joe Bae because he is Co-CEO of KKRI reached out to Henry Kravis because he is KKR's representative on the board of Axel SpringerI called a board member of BI that I knew, but not well, on Saturday“After spending a lot of time over the past few weeks looking at and thinking about the definition of “plagiarism” (and some cited examples), I agree with you about it. Academia needs to narrow the definition.I made one request. I asked him to publicly disclose that Axel Springer had launched an investigation of the story, and he said he would have to get back to me on that request.Billionaire Bill Ackman Accuses The Walt Disney Company Of Leaking Shareholder Votes Amidst Nelson Peltz Proxy ... - That Park PlaceMeritocracyJ.M. Smucker's CEO says the family-run business is a 'meritocracy'Alex Edmans The anti-ESG, racist-veiled-as-meritocracy crowd noticed an ESG prof keeps saying “DEI” and “lies” in the same postsStrive puts him on a webinar called “DEI May Contain Lies” - Edmans seems to not know or acknowledge the fact that Strive votes explicitly against women on boards at a 2:1 rate versus average REGARDLESS OF PERFORMANCE (we have the data to show it)Elon Musk is lashing out at MacKenzie Scott, Jeff Bezos' ex, for donating billions to charities for women and minorities“Super rich ex-wives who hate their former spouse' should filed be listed among 'Reasons that Western Civilization died'”Texas is using Boeing's troubles to expand its war on DEI“Documents that Spirit relies on to substantiate its claim that a diverse workplace improves product quality.”“Produce all meeting minutes of Spirit's Global Diversity & Inclusion Council(s). Meeting minutes is defined to include any document that memorializes the agenda or discussion of any meetings held by these groups.Target to pull LGBTQ-themed items from some stores during Pride Month, Bloomberg News reportsMeta created an AI advisory council that's composed entirely of White menPat Collison, cofounder of StripeNat Friedman, ex GitHub CEOTobi Lutke, CEO of ShopifyCharlie Songhurst, angel investor and ex-MSFTTractor Supply's Customers Cheer as It Dumps ESG, Says Survey, Microsoft reportedly fires DEI team — becoming latest company to ditch ‘woke' policy, John Deere Cuts 'Woke' Programs, Moves Jobs to Mexico, Harley-Davidson Sparks Boycott Call for Going 'Totally Woke'Larry Ellison Will Control Paramount After Deal, Filing ShowsDavid Ellison looked like he was buying it, but filing shows Daddy Larry will actually control 77% of National Amusements, the controlling shareholder of Paramount, when the deal is completedTyson's finance chief is out of the job. The Tyson heir got the gig at 32, making him the youngest Fortune 500 CFOThe interim CFO Curt Calaway will now be the ACTUAL CFO, but I'm not sure he's the right fit because he only had 11 years experience as an auditor followed by 18 years experience in finance at Tyson.Matt Gaetz, Vivek, Elon, Tulsi Gabbard, cabinet appointmentsWhite menThe value of male influence on boards in the US:Small cap, a man's influence is worth 1.7x a woman (women occupy 28% boards)Mid cap, a man's influence is worth 1.7x a woman (women occupy 31% boards)Large cap, a man's influence is worth 1.6x a woman (women occupy 33% boards)Mega cap, a man's influence is worth 1.8x a woman (women occupy 36% boards)Bumble and Hinge Let Creeps See Your Exact Locationmen can now make the first move, and the company is now run by a man - men coming out on top at last!White men who are mistreated at work are more likely to notice and report harassment against coworkersAirline says it's testing a booking tool that lets women select seats away from menA Brief List of People Elon Musk Has Challenged to Combat and Then Chickened Out of Actually FightingWhy men get more credit than women for doing the same work, according to a business school professorAs a case in point, consider the experience of Joan Roughgarden. Joan transitioned from male to female during her tenure as a biology professor at Stanford University. When Roughgarden's colleagues perceived her as a man, they took her competence as a given. After her transition, though, Joan found she had “to establish competence to an extent that men never have to. [Men are] assumed to be competent until proven otherwise, whereas a woman is assumed to be incompetent until she proves otherwise,” she recalled. “I remember going on a drive with a man. He assumed I couldn't read a map.”Elon Musk Suggests That Government Should Be Replaced by Dudes With High TestosteroneProblems associated with artificially high testosterone levels in men include:low sperm counts, shrinking of the testicles and impotenceheart muscle damage and increased risk of heart attackprostate enlargement with difficulty urinatingliver diseaseacnefluid retention with swelling of the legs and feetweight gain, perhaps related in part to increased appetitehigh blood pressure and cholesterolinsomniaheadachesincreased muscle massincreased risk of blood clotsstunted growth in adolescentsuncharacteristically aggressive behavior (although not well studied or clearly proven)mood swings, euphoria, irritability, impaired judgment, delusions.MEN AS AN INVESTABLE ASSET CLASS?This isn't a joke - there are 69… yes, 69… US companies with zero women on the board and another 10 that have women with 0% influenceNathan's Famous hot dog board - 10 directors, 1 woman, 9 men… female influence on the board = 0% according to FFA dataZERO people of colorInsiders own 30% of the company (all white dudes), but the largest external manager GAMCO/Gabelli (14% of shares) PMs are all men that hold Nathan's - men holding men!Oglethorpe Power is my new favorite MANCOMPANY - the board:Airbnb CEO Brian Chesky says women founders say they can't go 'founder mode' like men and that it needs to changeHeadliniest of the YearDR: Elon Musk's $46 billion payday is 'not about the money,' Tesla chair saysDR: Google Helpless to Stop Its AI From Recommending Glue on PizzaDR: Jamie Dimon saysDR: ESG is Coming For Your Toilet Paper DRDR: X global affairs head Nick Pickles resignsMM: Anti-woke: A definitive list of woke and non-woke foods - New Zealand HeraldBeans = wokeBaked Beans = not wokePotato chips (salted, salt and vinegar) = not wokePotato chips (any other flavor) = wokeSpaghetti = wokeCanned spaghetti = wokeQuinoa (pronounced keen-wah) = wokeQuinoa (pronounced quin-oh-ah) = slightly less woke but still wokeMM: Cybertruck: Maine Man Alarmed When Everybody Mocks His Cybertruck, Flips Him Off MMThe Cybertruck faces another setback as it recalls more than 11,000 vehicles over its giant wiperMM: MeritocracyNASA Praises Boeing's Stranded Starliner for Managing Not to Explode While Docked to Space StationMM: Awesome:Police Warn Residents to Lock Down Houses as Dozens of Monkeys Escape Research FacilityWho Won the Year?DR:Claudia Sheinbaum Elected as Mexico's First Female Presidente.l.f. BeautyThe Shareholder Primacy podcast with Mike Levin and Ann LiptonShitheads (re: Robby Starbuck, et al)Chancellor Kathaleen McCormick, the first woman to lead Delaware's Court of ChanceryWOMEN'S BASKETBALL!!!!!!Anyone who wants free director data - we lifted the paywalls on freefloatanalytics.com, so you get 80,000 active directors globally, influence metrics, and four performance metrics for every single one. Suck it ISS.MM: Proxy votersFREE FLOAT ANALYTICS IS FREE for 80,000 current directors with some performance metricsOur clientsFrom the Gates' Foundation's asset manager to Fidelity, Free Float's clients get it ALL - historical data, knowledge maps, connectivity data that includes now non profit boards, we're working on lobbying data, diversity data, and all packaged with expert findings and ad hoc research directly from usDamionNever has he been more credibleCapitalismKnowing WHO runs the world is much more important than knowing WHAT runs the worldNon profits moving companiesWe worked with a half dozen non profits this year who needed data to influence companies - and we gave it to them, so much so we're starting a non profit of our own to donate data to and throughPredictionsWe'll start 2025 with a Predictions show and look back at lost year's predictions

Live from an ESG-scented 100% cotton unisex onesie, it's an all-new Terrific Tuesday edition of Business Pants. Joined by Analyst-Hole Matt Moscardi! On today's anti-anti-DEI lovefest called December 17th 2024: Random ESG Headlines That I Care About Because Somebody Has To Care About Something and Changing the Methodology for Fortune 100 Most Powerful Executives!Our show today is being sponsored by Free Float Analytics, the only platform measuring board power, connections, and performance for FREE.DAMION1Random ESG Headlines That I Care About Because Somebody Has To Care About Something:Walmart is the 2024 Yahoo Finance Company of the YearThe legacy retailer, once seen as slow to adopt technology as Amazon (AMZN) rose to the forefront, has quietly invested in everything from artificial intelligence and augmented reality to same-day delivery and cheap groceries. The combo punch has led to nearly four quarters of record earnings — and a title as Yahoo Finance's annual Company of the Year award winner.A committee of Yahoo Finance editorial leaders selected Walmart because of its strong year of sales and profits, financial outperformance relative to key rivals like Target (TGT), and a stock price that has reached fresh records in 2024.Another unknown is the impact of Walmart's Nov. 26 decision to scale back its DEI work amid right-wing pressure. The decision came a few days after our interviews with McMillon and Rainey, at which time Walmart had already secured its Yahoo Finance Company of the Year recognition.In a Dec. 2 phone call with Yahoo Finance, Walmart's chief people officer, Donna Morris, defended the company's choice:"We are the exact same company today as we were last week, and we will continue to be the same company," Morris said. "We act with integrity, we serve our customers and our members, and we strive for excellence. So our values are absolutely not changing.""Our values are absolutely not changing, the specific initiatives or terms, they change over time," she continued. The company started moving to "belonging" in early 2023, though Morris said the move wasn't due to pressure from any specific group."When you talk about diversity, equity, inclusion, all in part, there can be communities, and often the largest communities, that step back and say, 'Geez, I'm not sure if I'm even actually included'," Morris explained of the decision.After Floyd's murder, a "majority" of companies felt the need to boost their DEI efforts, but now they are reevaluating. "What we observed and felt was really important is that everyone was part of that work, and that's why we really made the shift," Morris said.‘A huge regression': Walmart's DEI rollback incites new racial equity pushA year after the murder of George Floyd, Doug McMillon, CEO of Walmart had a warning for corporate America. The death of Floyd triggered a wave of protest over systemic racism and was “not an isolated event. We have a long history of racism, and we see unacceptable events continue.”Walmart and other large US corporations made pledges to address inequities within their business, ones many feared would be dropped once the focus on Floyd's killing and its aftermath faded. “We can't let that be the case,” he wrote, outlining how the company was releasing its “diversity metrics twice a year” and calling on companies to “continue to address systemic racism and the structural inequities that are rooted in this nation's history of slavery and that persist today”.Times have changed. Last month Walmart became the latest corporation to cave to a rightwing campaign against diversity, equity and inclusion (DEI) initiatives, announcing it would stop using the term DEI altogether, drop DEI trainings, no longer consider race and gender as a means to improve diversity when making offers to suppliers and would not renew a racial equity center committed to addressing “the root causes of gaps in outcomes experienced by Black and African American people”.The union-backed Walmart workers group United for Respect has tried to introduce a shareholder proposal at Walmart's past two annual shareholder meetings for a third-party independent racial equity audit of the corporation.The racial equity shareholder proposal has come up short of the 20% support it would need for Walmart to discuss it, receiving 18% in 2023 and just over 15% in 2024. Hightower said she planned on reintroducing it at the 2025 annual shareholder meeting in Arkansas.Why Tarang Amin, CEO of E.l.f. Beauty, is Modern CEO of the YearModern CEO set out to recognize an executive who embodies the traits and values we've been covering in this newsletter for the last two years: inclusion, accessibility, humility, and innovationEarlier this year, E.l.f. proclaimed its commitment to diversity when it launched “Change the Board Game,” a campaign to encourage corporate board diversity. “I'm proud to say that our board has 78% women and 44% diverse representation,” Amin tells Modern CEO. “We've seen the power in our own business of having that type of representation, but we don't want to be the only company.” As part of its board diversity effort, the company sponsored 20 diverse candidates for a National Association of Corporate Director's program for boardroom readiness and grabbed headlines with its “So Many Dicks” research that found there are more men named Richard, Rich, Rick, or Dick on U.S. public company boards than entire groups of underrepresented candidates. “There's nothing wrong with being a Richard or a Dick,” Amin says with a smile. “I just want to make room for everyone else.”Honorable MentionsBijal Shah, CEO, GuildShantanu Narayen, CEO, AdobeTammy Sun, founder and CEO, Carrot FertilityUnion coalition calls for Kroger CEO's removal amid buyback controversyKroger has shifted strategy with $7.5bn stock buyback after Albertsons merger setback.A faction of the US trades union United Food and Commercial Workers (UFCW) has called for the ousting of Kroger CEO Rodney McMullen in the wake of a controversial $7.5bn stock buyback announcement. The move follows an unsuccessful attempt to consolidate its position in the grocery market by merging with Albertsons. The Stop the Merger coalition, spearheaded by several UFCW local unions, contends that the substantial buyback initiative is ill-timed, arguing that the company should prioritise investments in workforce enhancement, store maintenance and renovations. The potential $25bn merger between Kroger and Albertsons was halted in early December 2024 when a federal judge issued an injunction against the deal, citing concerns over reduced competition in the grocery market. Starbucks CEO doubles parental leave amid turnaround effortStarting this spring, the company will double its paid parental leave benefits. For some workers, it's as much as three times the original amount. For instance, paid leave for birth mothers is increasing from six to 18 weeks. All other non-birth parents – whether welcoming a child through birth, surrogacy, adoption or long-term foster care – will receive up to 12 weeks of paid leave at 100% of their average pay, according to Starbucks. For employees to be eligible for benefits, they need to work an average of 20 hours per week, according to the company's current policies.Former OpenAI employee who died by suicide was named in a court case that could decide the future of the internetSuchir Balaji, a former OpenAI researcher, died by suicide late last month.After he left the company, Balaji raised questions about OpenAI possibly violating copyright law.His name appears in a New York Times lawsuit against OpenAI that could have far-reaching implications.Eight days before the former OpenAI researcher Suchir Balaji was found dead in a San Francisco apartment, the 26-year-old's name appeared in a lawsuit against his former employer that could have significant implications for the future of AI and the internet.The lawsuit — filed by The New York Times last December — accused OpenAI and Microsoft of using "millions" of articles published by the newspaper without permission to train the AI startup's popular ChatGPT model. The companies have denied that they violated copyright law.On November 18, the Times' attorneys asked a judge to add Balaji as a "custodian" in the lawsuit, according to court documents viewed by Business Insider. The attorneys' letter described Balaji as someone with "unique and relevant documents" that could support their copyright infringement case against OpenAI and Microsoft.NEO Murder stuff:In Armed America, CEOs Get Protection. Schoolkids Get 'Thoughts and Prayers'While top executives of multibillion-dollar companies beefed up security and canceled in-person meetings in the wake of the assassination of UnitedHealth CEO Brian Thompson earlier this month in New York City, students and teachers were offered little more than the typical outpouring of "thoughts and prayers" after the latest school shooting this week.Peter Thiel Reveals How Scared Oligarchs Are Of The PeoplePlutocrats like Thiel are constantly thinking about the fact that ordinary people vastly outnumber them and can kill them at any time. They think about it way more often than ordinary people do.Billionaire Peter Thiel had a fascinating televised moment the other day when asked by Piers Morgan what he thought about the public making a hero of the man suspected of murdering health insurance CEO Brian Thompson. The way he stumbled and stuttered when trying to answer the question gives a lot of insight into how terrified such people are of the public turning against them one day.“And to those who think this shooter is a hero, because he did it because he said this healthcare executive is presiding over a healthcare system which kills thousands of Americans by denying them cover, what would you say to them?” Morgan asked.Thiel paused for a long time, and then stuttered for a long time, and then eventually got out the words, “It's, I don't know what, what to say? I, I think I still think you have, you should try to make an argument. And I, I think this is, this is you should, you know, there may be things wrong with our health care system, but you have, you have to make an argument, and you have to try to find a way to convince people and and change, change it by by that, and this is, you know, this is not going to work.”Socialist fashion brand to launch 'most-wanted CEOs' playing cards in wake of Brian Thompson murderThe Four Suits of Exploitation:Hearts: Real Estate, Retail, and Healthcare – Exploiting care and connection to put profits over people.Diamonds: Finance, Tech, and Media – Hoarding wealth and controlling the narrative to maintain power.Spades: Weapons, Oil, and Pharmaceuticals – Profiting from destruction, war, and illness.Clubs: Chemicals, Agriculture, and Logistics – Grinding the planet and its people into submission.“Play the game, know the players.”Gail Boudreaux: Anthem Insurance (3 of Hearts)Technically CEO (23%) at Elevance Health; changed name from Anthem in 2022Richard Sackler: Purdue Pharma (Jack of Clubs)Company no longer exists; was previously President and Co-ChairHoward Schultz: Starbuck (Jack of Hearts)Is this a nod to Robbie Starbuck?Chair Emeritus, founder and former CEOElon Musk: Twitter (2 of Diamonds)Now called X; not the CEOKathy Warden: Northrop Grumman (Queens of Spades)CEO/Chair (21%)Jeff Bezos: Amazon (King of Diamonds)founder/former CEO/Exec Chair (67%)The Waltons: Walmart (Ace of Hearts)The Sacklers: Purdue Pharma (Ace of Clubs)defunctThe Kochs: Koch Inc. (Ace of Spades)Private companyThe Murdochs: New Corp. (Ace of DIamonds)Featuring Rupert with 4 kids behind himLachlan is CEO/Chair (68%); Rupert Chair EmeritusMATT1Changing the Methodology for Fortune 100 Most Powerful ExecutivesSize of the business = max league + network powerJust having a big company doesn't matter - half the CEOs are hired hands and the board is more powerful than the CEO, some are founders with outsized power… company size isn't an indicator, but who you know is.Health of the business = performance returnsLiquidity was one of Fortune's indicator - liquidity? Really? What if the individual has contributed to the health of the business? We're going to use individual EBITDA and TSR batting averages, and we're doing to do it over the last 5 years, not just this year.Innovation = Influence = influence!Unlike for Fortune, this is EASY for us - we actually measure it - we can use a couple variations, including total influence (added across multiple companies), max influence (at any one company), and median influenceTrajectory = aggregate tenure across all companiesIt's stupid to focus on where someone is in their “career arc” - do you penalize someone young? Do you give more weight to Buffett just because he's 300 years old? Is there a singular “career height” that Fortune decides someone has hit (or hasn't)? Let's go with something measurable - aggregate tenure across all company boardsImpact = controversiesThis was originally written as “do they make the world a better place”, so we're going to go with “do they make the world NOT a worse place?”