Our show today is being sponsored by Free Float Analytics, the only platform measuring board power, connections, and performance for FREE. DAMION Amazon to announce largest layoffs in company history, in AI push. WHO DO YOU BLAME? Former CEO Jeff Bezos AI Covid (This wave of layoffs results from overhiring during the pandemic) Executive Chair and largest shareholder Jeff Bezos F5 Expects Revenue Hit From Cyber Attack. F5, a $20B billion technology company with impressive gross profit margins of 81%, experienced a cybersecurity incident involving unauthorized access to certain company systems by a sophisticated nation-state threat actor. WHO DO YOU BLAME? The Risk committee: Dreyer, Klein, Montoya, Budnik* Chair Marianne Budnik is deemed to have Cybersecurity experience because she serves as a Chief Marketing Officer in the cybersecurity industry Peter Klein was the CFO at Microsoft for less than 4 years, then was the CFO for WME for 6 months and then has only been a director since 2014. Risk committee member Michael Montoya specifically. F5 revealed that the director mysteriously resigned in the same filing it disclosed the cyberattack, despite having served for only 4 years. According to the proxy, had “extensive experience as an information security executive.” Following his resignation from the Board, Mr. Montoya continued his service with the Company and has been appointed as F5’s Chief Technology Operations Officer. The entire board, for doing dumb modern day board things: announced that CEO François Locoh-Donou, would assume the additional role of Chair of the Board following the Company’s next Annual Meeting of Shareholders 12 days after they announced the cyberattack. Investors. 98% YES average this year: 7 over 99.2%, including Risk Committee Chair Marriane Budnik with 99.6%. Nobody feels like they have to work hard to impress anyone F5! It’s a god damn cybersecurity company! How climate change is fueling Hurricane Melissa’s ferocity. WHO DO YOU BLAME? Exxon CEO Darren Woods because he sued his own shareholders last year: Arjuna Capital, LLC and Follow This Exxon CEO Darren Woods because just yesterday: Exxon sues California over new laws requiring corporate climate disclosures Exxon CEO Darren Woods because gas and oil Climate Change OpenAI says U.S. needs more power to stay ahead of China in AI: ‘Electrons are the new oil’ WHO DO YOU BLAME? The fear-and-spending geniuses behind the original Cold War: Truman, Stalin, Churchill People who historically ignored Eisenhower and his statements on the U.S. military-industrial complex when he explicitly warned that defense contractors and the military could exert undue influence on government policy. Sound familiar? Anyone who empowered the board to not be empowered when they tried to fire Sam Altman for such reasons as: Conflicts over OpenAI’s rapid growth and direction, especially the tension between aggressive AI deployment vs. safety oversight. Power dynamics between Altman, key researchers, and board members — some may have felt he had too much unilateral control. The college that let Sam Altman drop out Sammy Altman Citi’s Jane Fraser consolidates power with board chair vote — and a $25 million-plus bonus to boot. WHO DO YOU BLAME? The entire Compensation, Performance Management and Culture Committee These two long-tenured Compensation, Performance Management and Culture Committee members Diana L. Taylor* 10 other directorships: Brookfield Corporation, Accion (Chair), Columbia Business School (Board of Overseers),Friends of Hudson River Park (Chair), Mailman School of Public Health (Board of Overseers), The Economic Club of New York (Member), Council on Foreign Relations (Member), Hot Bread Kitchen (Board Chair), Cold Spring Harbor Lab (Member), and New York City Ballet (Board Chair) Peter B. Henry* 8 other directorships: Nike, Inc., Analog Devices, Inc., National Bureau of Economic Research (Board), The Economic Club of New York (Board), Protiviti (Advisory Board), Biospring Partners (Advisory Board), Makena Capital (Advisory Board), and Two Bridges Football Club (Board) The lowest common denominator effect of bank compensation committees: Wells Fargo CEO Charlie Scharf: ~$30M special equity grant tied to becoming Chair as well as CEO (3 months after meeting) Goldman Sachs: CEO David Solomon & COO John Waldron ~$80M each (retention RSUs vesting in ~5 yrs) KeyCorp: CEO Chris Gorman & four other senior execs: ~$8M for Gorman; ~$17M combined for the five NEOs The passive ownership (re: management-friendly) of BlackRock, State Street, and Vanguard (combined 22%): without their votes at Goldman then Say on Pay was nearly tied, which might have dissuaded the year of one-off bonuses for banking CEOs?? The world is about $4.5 trillion short of securing a sustainable food supply for the future, global food and ag business CEO [Sunny Verghese, CEO of food and ag company Olam Group] says. WHO DO YOU BLAME? The world’s top 28 richest people (those worth ~$160 B each) together would equal $4.5 trillion The world’s greatest sycophant Tesla chair RobynDenholm: “On the pay package specifically: “It’s not about the money for him. If there had been a way of delivering voting rights that didn’t necessarily deliver dollars, that would have been an interesting proposition.” Any two of these basically redundant techbro companies’ market caps would suffice Nvidia ~$4.2 trillion Microsoft ~$3.8 trillion Apple ~$3.1 trillion Amazon ~$2.4 trillion Alphabet ~$2.2 trillion Meta Platforms ~$1.8 trillion Broadcom ~$1.3 trillion Taiwan Semiconductor Manufacturing Company ~$1.2 trillion Bill Ackman. Because he’s a douche. MATT Target is eliminating 1,800 roles as new CEO Michael Fiddelke gets set to take over the struggling retailer - WHO DO YOU BLAME? Current CEO Brian Cornell, who’s “stepping down” to the role of Executive Chair - which is basically still CEO, just on the board and doesn’t have to talk to employees anymore, so he can eliminate 1800 jobs and then fade away into a multimillion dollar unaccountable board role Future CEO Michael Fiddelke, who starts February 1, 2026, but is current COO and was forced to send the memo to employees telling them 8% of the workforce will be cut Monica Lozano, chair of the compensation and human capital management committee of the board, who’s also on the BofA and Apple boards and is the most connected board member at a highly connected board - does the chair of the human capital committee have to weigh in on firing? OpenAI - the memo makes zero mention of the fact that part of Target’s problem is that it shit on gays and blacks because of a feckless internet toad named Robby Starbuck, but feels very written by AI which would account for phrases like: “Adjusting our structure is one part of the work ahead of us. It will also require new behaviors and sharper priorities that strengthen our retail leadership in style and design and enable faster execution so we can: Lead with merchandising authority; Elevate the guest experience with every interaction; and Accelerate technology to enable our team and delight our guests.” Does anyone know what that word salad actually means? Doesn’t it just mean “you’re fired because we basically sucked at our jobs”? Hormel recalls 4.9M pounds of chicken possibly 'contaminated with pieces of metal' - WHO DO YOU BLAME? The audit committee, the closest committee responsible for enterprise risk (ie, metal in chicken) - Stephen M. Lacy, William A. Newlands (also lead director), Debbra L. Schoneman, Sally J. Smith (chair), Steven A. White, Michael P. Zechmeister The governance committee - James Snee, the now retired CEO who retired somehow in January but the company still hasn’t found a permanent replacement 9 months later - so they’re being run by Jeff Ettinger, interim CEO? Chair Gary C. Bhojwani, Elsa A. Murano, Ph.D., William A. Newlands (also lead director), Debbra L. Schoneman, Steven A. White The one black guy on the board - Steve White - who works at Comcast, is somehow qualified to be on Hormel board, and is on BOTH the audit committee AND governance committee The conveyor belt that spit pieces of metal as large as 17mm long into “fire braised chicken” sent to hotels and restaurants CervoMed appoints McKinsey veteran David Quigley to board of directors - WHO DO YOU BLAME? Board is 2 VCs, a longtime biotech CFO, and five MD/PhDs. And among those 8, there are just two woman - the co-founder/wife of the CEO and a VC. And when they did their search, they could only find a longtime professional opinion haver - a consultant from the big three? Nominating committee for lack of imagination Ex or current McKinsey, Bain, and BCG employed directors - the opinion industrial complex - make up a whopping 4% of ALL US DIRECTORS Among boards with MULTIPLE ex opinion directors: Kohl’s is 25% consultant Starbucks is 27% consultant Disney is 30% consultants Williams-Sonoma is 38% consultant CBRE is 40% consultant! Nominating committee chair Jane Hollingsworth, for not looking around the room and saying, “hey dudes, can we add, like, maybe, ONE other lady?” Co founders Sylvie Gregoire and John Alam (also CEO) who own 17.3% of voting power - add in Josh Boger, board chair and 12.3% voter, and you basically have the CEO daddy and his buddy Josh with 29.6% of voting control Sylvie and John’s bios, which neglect to mention they’re married to one another We are all terrified of the future - which headline is worse for your terror? WHO DO YOU BLAME? The world is about $4.5 trillion short of securing a sustainable food supply for the future, global food and ag business CEO says Bill Gates Says Climate Change ‘Will Not Lead to Humanity’s Demise’ - ostensibly because billionaires in bunkers will, in fact, survive on cans of metal-filled Hormel chili. Sorry, Yoda. Mentors are going out of style Man Alarmed to Discover His Smart Vacuum Was Broadcasting a Secret Map of His House Jennifer Garner's baby food company is going public on the NYSE — should investors be putting their eggs in this basket? Woman Repeatedly Warned by Canadian Exchange Not to Transfer Crypto, Gets Scammed Anyway OpenAI completes restructure, solidifying Microsoft as a major shareholder - MSFT owns 27%, the non profit which controlled the company “for the benefit of humanity” now will only control it for 26% of humanity? Tesla risks losing CEO Musk if $1 trillion pay package isn't approved, board chair says - IF MUSK LEAVES, WHO DO YOU BLAME? Robyn Denholm, board chair, whose job it is to manage Musk, but does it like an overwhelmed permissive mother who parents with chocolate and Teletubbies when the kid has a tantrum Kimbal Musk - I was told by a bunch of directors and institutional investors at a conference, no joke, that Kimbal was still on the board (ie, not voted out) to control his brother’s ketamine intake and crazy episodes. So if he throws a tantrum and leaves, isn’t it bro’s fault? This is a binary trade - Musk gets extra pay/control, stock goes up and isn’t de-meme’d. Musk doesn’t, he leaves and the stock is de-meme’d and drops arguably by 66% or more to be more like a car company with some tech. So do we blame investors, no matter what they do? They meme’d the stock in the first place, he couldn’t get a trillion extra dollars if they hadn’t pumped up the stock - and now they could vote with humanity (no pay) or meme capitalism (pay)! Techbro middle school conservatism - is this Ben Shapiro and Joe Rogan’s fault? A Yale economist paper suggests that Musk’s politics cost between 1 and 1.26 million Tesla car sales… Would we even be worried if Musk stayed out of politics? Wouldn’t the market have just paid him whatever? Pop quiz: which directors stay on the board if Musk leaves in a tantrum? Jeffrey Straubel Kimbal Musk Robyn Denholm James Murdoch Kathleen Wilson-Thompson Ira Ehrenpreis Jack Hartung Joe Gebbia