DAMION

Let’s start with a softball: Tesla's Europe sales plunge 49% on brand damage, rising competition. Who Do You Blame?

Elon

Liberals Who Hate Elon

Trump 2.0

The Tesla board (I’m looking at you Robyn and Kimbal)

Apathetic Tesla investors

Nobody. Share price is king. MM

ISS backs Dynavax directors in board fight with Deep Track Capital

Deep 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 Pasteur

ISS, 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 years

Cano 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 AGM

Can 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 It

PepsiCo 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 shifts

Jim 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 directors

most 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 directors

According 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 irritating

Pepsi’s Gender Influence Gap of -11%

In fact, of the top 7 most influential directors, 6 are men with 68% aggregate influence

The 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 County

What 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 shareholders

The SEC/listing exchanges for not requiring data that could better inform shareholders

Every person in the world who does not use Free Float Analytics data

2025 U.S. Proxy Season: Midseason Review Finds Sharp Drop in Shareholder Resolutions on Ballot

Trump 2.0

Darren Woods and Exxon

The anti-ESG shareholder proponents for depressing us with their political theater

Apathetic investors

MATT

Ball CFO to depart after less than 2 years in role

Howard 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...