Morally binding agreements, CEO pay manufacture, and Vanguard’s ESG policy
Story of the Week (DR):
Top AI executives sign commitment to ‘self-police’ after meeting at White House MM DR
Count the women:
Trump says he and tech leaders signed AI agreement that is 'morally binding
House Speaker Johnson says he hopes AI guardrails are 'voluntary' amid Congress inaction
Donald Trump orders federal agencies to rename AI ‘Super Intelligence’
OpenAI just launched its answer to Meta: 'always-on' AI agents called Dots
We told you so, part 2:
Non-deferential boards matter: Peter Thiel Says Trump Administration Overcorrected With Loyalty Tests to Staff 'Not Very Smart' People
Recently former CEOs who are now Executive Chairs are still CEO: Ex-Disney CEO Bob Chapek says he raised concerns with the board 'weekly' during Iger power battle
”I started hearing about lunches that he had and dinners that he had where he was absolutely trashing me.”
He noted that when he brought concerns to the Disney board about Iger, he was told, ‘He’ll be gone in two years. It’s OK. That’s Bob being Bob.’”
“CEO” hires:
General Mills is naming its COO as CEO, its first woman to hold the role
General Mills named COO Dana McNabb, making her the first woman to lead the Minneapolis company in its 160-year history.
McNabb joined General Mills in 1999
She will succeed Jeff Harmening, who has served as CEO since June 2017, effective Jan. 1, 2027.
Harmening will transition to executive chair of the board of directors on that same date.
Glass Cliff? "Returning the company to profitable growth is the priority”
David Ellison names Ynon Kreiz co-CEO of Paramount and Warner Bros. Discovery
Paramount poaches Mattel CEO to be co-CEO of new company merged with Warner Bros. Discovery
Paramount’s new co-CEO once hired a barista he met at a café with no résumé. His advice to Gen Z: ‘Look up and make eye contact’
8 in 10 Gen Z and millennials have two jobs to make ends meet, Goldman Sachs finds, as the affordability crisis ‘crowds out’ any retirement hopes
Ynon Kreiz’s Paramount Co-CEO Pay Package Tops $46.5 Million
New Name of Paramount-Warner Bros. Unveiled: Skydance
Story of the Week (MM):
Trump says he and tech leaders signed AI agreement that is 'morally binding’
Manufactured CEO pay
America’s Top Executives Rake In $1.7 Billion in Special Payouts
Antoinette Giblin of Diligent had this to say: “One of the biggest drivers this year is intensifying competition for executive talent. Boards are navigating this while also asking CEOs to manage a broader range of risks, including supply chain disruptions, tariffs and the challenges and opportunities created by AI. Rising CEO turnover has added to the urgency,” Giblin said. “Strong market performance has also played an important role. Total shareholder returns reached notable highs for both the S&P 500 and the Russell 3000 in recent years, which has influenced executive compensation outcomes.”
Are we all just part of the gaslight now? TALENT COMPETITION and MARKET CHALLENGES? Here’s some food for asshole thought:
Fortune 100 CEOs preferred Republican-affiliated campaigns, with 85% of the total dollars donated during the two cycles going to Republican-affiliated candidates, PACs, and party committees. Only 7% of contributions went to Democratic-affiliated entities, while 8% were given to committees that backed candidates from both parties.
The party they support put in place tariffs, supply chain disruptions, back AI - manufacturing “challenges”, which would OTHERWISE be called their JOBS
The same party they support targets and undermines hiring broader talent, in which we know “meritocracy” is code for “white guys” and “anti-DEI” is code for “no more diverse CEOs” - manufacturing “competition” for executive talent by narrowing the talent pool
Those factors are then used to justify PAYING CEOs with “special retention” awards
Investors shrug and support the pay committee even when they DO NOT support pay
Average director support: 96%. Average pay committee member support: 95.4%. Average pay chair support: 94.5%.
So the capture works like this: CEO donates to one political party, political party manufactures scarcity and challenges, CEO paid extra by pay committee, investors vote for pay committees, repeat.
IBM Elects Frank Baker to its Board of Directors
First, there was no election - investors elect. If a board selects a new director, they can “appoint” but not elect - the election is usually in April, so the next election is April 2027
The board was decreased to 13 when Fred Waddell left at the last meeting, and was increased to make room for Baker
It was important to add Frank because they didn’t have any Econ bros on the board, and Baker’s background is private equity and venture capital - except that everyone on the board mirrors his experience:
Notice what the board DOESN’T have - someone with a basic degree or background in computers, engineering, or computer science!
Why is this the story of the week?
No one pays attention to this but they should
IBM is one of the most interconnected and Baker, though seemingly an amazing human being, is no different: he sits on the board of the Robert & Ethel Kennedy Human Rights Center (chair) with Dermot McDonogh of BNY Mellon - Alfred Zollar on the IBM board ALSO sits on the board of BNY Mellon. That’s the quick eyeball find - Baker is also on the board of the Sponsors for Educational Opportunity (with Henry Kravis and other connected directors) as well as a trustee at University of Chicago (with a whole lot of other directors)
Does adding Baker actually do anything for the skills mix at IBM, or does it do something to a board washing itself with friends?
Assholiest of the Week (MM/DR):
DR: Nvidia CEO says AI must cause 'pain and suffering' before it can help the climate
MM: E.E.O.C. Sues Harvard for Data on Diversity in Hiring Practices MM DR
Her April 2025 charge against Harvard cited archived materials from the university’s website — which had since been removed, she wrote — showing that the share of white men among tenured faculty had declined to 56 percent in 2023 from 64 percent in 2013. During that same time, the charts she cited showed, “total women, nonbinary and faculty of color” increased to 44 percent from 36 percent.
So the lawsuit is looking for data about how that decline - from nearly two thirds to just over half - could have happened
BUT… The graph shows that white men, in 2023, still outnumbered white women, men of color and women of color when counted separately.
“There is reason to believe that these trends and the underlying pattern or practice of discrimination based on race and sex have continued in 2024 and are ongoing,” Ms. Lucas wrote.
Goodliest of the Week (MM/DR):
DR: Vanguard Finds Younger Investors Choose ESG Voting Policy at Twice the Rate of Older Investors DR
Policy options available through the program include:
the “Company Board-Aligned Policy,” voting in accordance with the recommendations made by the portfolio company’s board of directors
“Glass Lewis ESG Policy,” voting in accordance with the recommendations of Glass Lewis’s thematic ESG Voting Policy, which follows the view that investment returns can be enhanced through a focus on disclosing and mitigating risks related to ESG issues
“Fund Proxy Policy,” voted in accordance with the proxy voting policy that has been adopted by the Fund’s Trustees
“Mirror Voting Policy,” which casts votes in approximately the same proportions as votes cast by other shareholders of the security
“Egan-Jones Wealth-Focused Policy,” added in 2025, which rejects ESG proposals “unless they directly contribute to revenue generation at the company receiving the proposal.”
Vanguard’s new report revealed that the Glass Lewis ESG policy was by far the most popular in 2026 with younger investors, with 38.8% of investors under the age of 30 selecting the policy, and 36.3% of those between the ages of 31 – 45, followed in both groups by the Fund Proxy policy at 29.3% and 29.7%, respectively.
Younger investors also selected the ESG policy at around twice the rate of older investors, with 19.4% of the age 46 – 61 group and 16.2% of the 62 – 80 group choosing the policy.
MM: Horde of Obsolete Humanoid Robots Made to Hurl Themselves Into Vat of Liquid Steel for Total Obliteration
Can we add AI overlords and all robots? I’d love to get rid of my roomba…
Blowhardiest of the Week (MM/DR):
DR: Uber CEO Says He Emails Staff on Saturday — Then Sends a '?' on Sunday If They Don't Reply
MM: GM’s Mary Barra says ‘I’m done making predictions’—but sees fully autonomous driving in 2028 DR
MM: Facebook whistleblower Frances Haugen questions whether AI companies can police themselves
Headliniest of the Week
DR: Elon Musk says 'Instagram is for girls', sparks reactions online
Elon Musk's Body Sparks Shock After Claims He Took So Much Testosterone It Caused Estrogen Deficiency
MM: Tesla sales smash Wall Street's expectations; Tesla Sales Slump in Third Quarter
Literally opposite implications - the nuance is “Wall Street expectations” vs. real world sales decline quarter over quarter, but the result are a deluge of headlines about Tesla killing it and getting killed and no one knows what is a fact
Who Won the Week?
DR: CII’s Fall 2026 Conference for having us wandering around and for the segment we will air on next week’s Proxy Countdown
MM: Quorum of one!
Predictions
DR: Jeff Harmening boomerangs back as General Mills CEO after Dana McNabb fails to return the company to profitable growth, a problem Jeff created in the first place
MM: Mary Barra is not done making predictions
