BLAME: Carnival data breach, Danone methane reduction, GM loses a director

BLAME: Carnival data breach, Danone methane reduction, GM loses a director

Free Float Media

DAMION

1. Carnival Corporation's data breach exposed personal data of nearly 6 million customers: An April social engineering attack on an employee account compromised names, dates of birth, and government-issued ID numbers. WHO DO YOU BLAME

   1. Skills: Technology & Cybersecurity: Experience with information technology and cybersecurity matters is increasingly important to mitigate the risks our business faces, promote innovation and maintain a competitive edge in a rapidly evolving technological age

      1. Least represented 5/11

         1. CEO Josh Weinstein

            1. NO: at Carnival since 2002, started as General Counsel

         2. Sir Johathon Band

            1. NO: First Sea Lord and Chief of Naval Staff, the most senior officer position in the British Navy (2006 to 2009, when he retired); Admiral and Commander-in-Chief Fleet (2002 to 2006); Served as a naval officer in increasing positions of authority (1967 to 2002)

         3. Jason Cahilly

            1. NO: CEO Dragon Group LLC, provides capital and business management consulting and advisory services worldwide; The NBA: CFO & Chief Strategic Officer; Goldman Sachs: Partner; Global Co-Head of Media and Telecommunications; Head of Principal Investing for Technology, Media & Telecommunications

         4. Nelda Connors

            1. NO: CEO/Chair Pine Grove Holdings, a privately held investment company; CEO Atkore International, manufacturer of electrical, safety and infrastructure solutions; VP Eaton Corporation, electrical and automotive supplier

         5. Laura Weil

            1. NO: Founder Village Lane Advisory LLC, specializes in providing executive and strategic consulting services to retailers COO New York & Company, women’s apparel and accessories retailer; CEO Ashley Stewart, women’s apparel retailer; CEO Urban Brands, apparel retailer; COO AnnTaylor Stores, women’s apparel retailer; CFO American Eagle Outfitters, apparel retailer

   2. Audit Committee: Oversee management’s risk assessment processes to identify principal and emerging risks, including financial, IT, cybersecurity and non-HESS operational risks

      1. Laura Weil*: NO

      2. Jason Cahilly: NO

      3. Jeffrey Gearhart: NO

         1. Walmart Corporate Secretary and lawyer

      4. Stuart Subotnick: NO

         1. CEO at Metromedia Company, wireless/communications, until 2010; Carnival director since 1987 

   3. Health, Environmental, Safety and Security Committee: Oversee management’s processes to identify principal and emerging health, environmental, safety, security and sustainability-related risks, including those related to ship operations and cybersecurity, RAAS health, environmental, safety, security audits, IAG and external investigations into significant ship incidents, and health, environmental, safety, security-related hotline complaints, and assess the steps management has taken to minimize such risks.

      1. Sir Johathon Band*: NO

      2. Nelda Connors: NO

      3. Helen Deeble: NO

         1. Former CEO P&O Ferries Division Holdings, shipping and logistics business

      4. Katie Lahey: NO

         1. Executive Chair Korn Ferry Australasia, leadership and talent firm

   4. Micky Arison (75%): Exec Chair and former CEO and 7% stockholder

   5. The CEO Pay Ratio

      1. 1,063:1

2. 24 retail CEOs made as much in a day as their typical employee earned in a year — and a big one didn't. WHO DO YOU BLAME

   1. The separation of CEO and Chair: Hamilton E. James Chair/Ron Vachris MM

      1. Not unique

   2. Only 50% of the board is men. WTF?

      1. unique

   3. One share = one vote

      1. Not unique

   4. State of HQ = Washington

      1. Also Starbucks

   5. State of Inc = Washington

      1. Also Starbucks

   6. Pledge of allegiance to stakeholders

      1. Costco generally has: Higher wages; Better benefits; Lower turnover; Higher sales per employee.

   7. Industry-leading employee compensation AND Self-imposed low-margin pricing philosophy

      1. Walmart only low-margin pricing

   8. Other comps:

      1. Todd Vasos of Dollar General, Shane O'Kelly of AutoZone, Gerald Morgan of Texas Roadhouse, Jack Sinclair of Sprouts Farmers Market, William Stengel of Genuine Parts Company, Michael Creedon of Dollar Tree, Ronald Sargent of Kroger, Lauren Hobart of Dick's Sporting Goods, Joshua Kobza of Restaurant Brands Inc., Kecia Steelman of Ulta Beauty, Scott Boatwright of Chipotle, Ted Decker of Home Depot, Bob Eddy of BJ's Wholesale Club, Corie Barry of Best Buy, James Conroy of Ross Stores, Chris Turner and David Gibbs of Yum Brands, Chris Kempczinski of McDonald's, Marvin Ellison of Lowe's, Brian Cornell of Target, Ernie Herrman of TJX Companies, Doug McMillon of Walmart, Brian Niccol of Starbucks, Hal Lawton of Tractor Supply Co, Laura Alber of Williams-Sonoma

3. Figma Gets an Activist Investor. Exhibit A on Why Companies Don’t Want to Go Public. Figma’s first year as a public company hasn’t gone well. Findell Capital Management said it needs to take steps to shed its unwarranted reputation as an artificial-intelligence “loser.” WHO DO YOU BLAME?

   1. Figma founder and CEO Dylan Field: 

      1. Owns 10% of shares but 72% of voting power: Class B shares worth 15 votes per share

         1. Dylan owns 158 Class A Shares (or 0.00003556% of 444,278,887)

      2. And Chair

      3. $5B net worth

      4. $865M total summary compensation in 2025; $91M in 2024

      5. Nominating Agreement:

         1. Figma must nominate Dylan Field to be a director and include him in the proxy statement

         2. The company must use its resources to back him up and actively convince other shareholders to vote for him 

      6. In response to a question about how he was going to change the world, Dylan said he was going to build better software for drones.

   2. Bro fest sausage party

      1. 2 of 9 directors are women

      2. Top 5 NEOs all dudes

   3. Peter Thiel

      1. Forced Dylan to drop out of Brown for a dumb fellowship

   4. VC Blowhardiness on the Board

      1. VC dude John Lilly (Greylock): Lead Independent Director

         1. 2nd longest tenure (2014)

         2. Member of the Audit Committee; Member of the Nominating Committee (only Lilly and Rimer)

      2. VC dude Andrew Reed (Sequoia)

         1. Director at debt-maker Klarna Group (also way down since IPO): down roughly 54% from its initial $40.00 IPO price, and down nearly 68% from its all-time high

         2. Member of the Compensation Committee (which modeled Dylan’s pay package after Elon Musk)

      3. VC dude Danny Rimer (Index Ventures)

         1. Director since 2014

         2. B.A. in History and Literature from Harvard

         3. Member of the Compensation Committee (which modeled Dylan’s pay package after Elon Musk)

         4. Member of the Nominating Committee (only Lilly and Rimer)

   5. Luis von Ahn

      1. Duolingo co-founder and CEO

      2. 2025: shared an internal email outlining Duolingo’s new "AI-first" strategy where Duolingo would “gradually stop using contractors to do work that AI can handle”

         1. Stated that "AI is a better teacher than humans" and that the future role of teachers would be reduced to providing "childcare."

         2. Blamed the controversy on a "lack of context" in his original statements

      3. "AI-First" memo goes viral: $389; today $118

MATT

1. Danone, Starbucks shine in methane-reduction ranking

   1. Danone is the only company in the group aligned with the Global Methane Pledge, an initiative backed by 150 countries that targets a 30 percent reduction in global levels of the gas by 2030. The French multinational also leads the pack in progress toward its target, having come close to hitting it five years ahead of schedule.

   2. WHO DO YOU CREDIT?

      1. Chair of the CSR committee Lise Kingo (9% influence), one of three directors tagged as merit directors

         1. master’s degree in Responsibility & Business from the University of Bath

         2. bachelor degrees in Religions and Ancient Greek Art

         3. bachelor’s degree in Marketing and Economics

         4. certificate as International Director from INSEAD

         5. Ex Novo Nordisk environmental affairs, internal audit, compliance, human resources, communication, branding and sustainability

         6. Helped create the UN SDGs and the UN Global Compact

         7. Somehow only bats 559 on carbon intensity (career) and 415 for scope 1/2 (career)

         8. Also, using deference metrics, the ONLY DIRECTOR tagged as fully independent

      2. Employee rep member of the CSR committee Bettina Theissig (5% influence) and the employees of Danone

         1. The committee charter mandates employees get a say: At least two thirds of the CSR Committee must be independent, as defined by the AFEP-MEDEF Code. At least one Director representing employees must be a member of the Committee.

         2. In France (Danone’s domicile), the European Investment Bank found that French employees were the most aware of environmental issues - 82% of French employees said they were highly concerned about environmental issues, highest in Europe

      3. Lead Independent Director and chair of the Nom/comp committee who put together the comp plan, Valerie Chapoulaud-Floquet

         1. 15% influence, second to the 18% influence CEO (democracy!!), got 99.16% shareholder approval in April (even as CEO got 89.73% approval and pay got 93.19% approval)

         2. 20% of short-term pay and 30% of long-term pay is based on hitting sustainability targets

            1. When you pay a CEO to do a thing, they are more likely to do a thing

      4. Ex-CEO Emmanuel Faber

         1. Ousted in 2021 by the board of directors and activist investors, he transformed Danone into an “enterprise a mission” (a French version of a B corp)

         2. Investors voted 99% in favor of the move and a year later ousted Faber, the board resigned, and the new board and CEO are basically moving back towards being environmental leaders because it paid off

         3. Short term share price lagged

         4. He said in 2024 that nature is “at the core” of Danone, 

         5. It took the stock 3 years from Faber’s ousting to return to Faber levels - and in the meantime, they were sued for plastics and emissions

         6. Isn’t this HIS win?

      5. Current CEO Antoine de Saint-Affrique

         1. Because CEO

2. GM Board Director Jonathan McNeill Stepping Down

   1. CEO of DVx Ventures. Ex COO at Lyft Inc. and ex president, Global Sales, Delivery and Service at Tesla, current director at Lululemon, GM director since 2022, on the Governance and Corporate Responsibility committee and Risk and Cybersecurity committee.

   2. We know that half of boards on average think someone on the board should be replaced - did the GM board not like McNeill?

   3. WHO/WHAT WOULD WE BLAME FOR PUSHING MCNEILL OUT?

      1. Outsider dude bro DR

         1. Let’s be honest, McNeill worked at much more… modern?... companies than GM

         2. The board is OLD SCHOOL - ex Northrop Grumman, ex Visa, ex Lazard, ex HP, ex eBay, ex Novartis, ex Walmart, other directorships at Goldman, Huntsman, P&G… these are professional, insular boards

         3. Meanwhile, he’s investing as a VC in AI, other auto/mobility startups, comes from boards that are bro founder lead (Tesla, Lyft) 

         4. He’s invested in AI, crypto, heavy tech, intertwined with VCs all over

      2. Not deferential enough

         1. Barra is connected to 94% - THE ENTIRE - board

         2. McNeill has the highest network power on the board at $9tn, higher than even Mary Barra (who is super connected), but is NOT a power player in the board community of GM - the dominant board communities for GM are massive blue chip US companies, where McNeill has deeper connections in smaller IT/tech focused companies

         3. He doesn’t need the pay, he gets nothing for the connections really, he has connection to Barra but his network is different - was he too independent?

      3. Pissed he doesn’t have enough influence 

         1. McNeill has the LOWEST influence on the GM board at 4%

         2. He’s relatively new, younger, working as a VC where you have a lot of power of capital allocation

         3. “I don’t need this shit” effect?

      4. Too many women

         1. McNeill’s dvX ventures portfolio team is 6 dudes and 1 women

         2. dvX entire operations staff is two woman - guess what they do

            1. “Chief of Staff” (ie, HR)

            2. Executive Assistant (yes, listed on the team)

         3. Board is 2 women, 3 men (McNeill not on board)

         4. This one seems unlikely I guess?

      5. Too busy, meh, move on

         1. One of dvX portfolio companies is curbee, with GM Ventures’ Kurt Baumgarten on the board (and the dvX co-founder is founder of Curbee)

         2. McNeill on at least 3 of his portfolio boards or advisory committees, plus LULU and GM…