
Mason Morfit and Rob Hale are the co-CEOs of ValueAct Capital, which manages $11 billion in public equities focused on the US and Japan. Since its founding in 2000, ValueAct has charted a distinctive path in activist investing, eschewing confrontation...
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Rob Hale
We don't deserve the credit because there's not just the CEO and the board. Usually when we're investing in a company, there are a lot of people inside the company who see the exact same opportunity that we see. It's almost never the case that we have some idea that nobody in the company has ever thought of. There's usually a troupe of people who are celebrating. When we get the CEO to pay special attention to the idea that they already had, those people aren't going to get the credit either. The reality is that maybe nobody deserves the credit because it's a collective exercise. We tell our story to our own investors. We don't do much in public. After 25 years, it's an opportunity to tell our story a little bit.
Ted Seides
I'm Ted Seides and this is Capital Allocators. My guests on today's show are Mason Morfett and Rob, the co CEOs of ValueAct Capital, which manages $11 billion in public equities focused on the US and Japan. Since its founding in 2000, ValueAct has charted a distinctive path in activist investing, eschewing confrontation and publicity in favor of quiet, meaningful partnerships with management teams. But they agreed to join me to reflect as they celebrate the firm's 25th anniversary this year. Mason helped launch the firm and has driven many of its successful investments, including the turnaround of Microsoft in 2013. Rob joined 15 years ago and leads the firm's investing in Japan. He joined the board of Olympus in 2019 and helped usher in a new era of engagement between global investors and Japanese companies. Our conversation covers their paths to Value act, the firm's history and evolution, and the challenges that great companies face. We cover their philosophy of working with management teams, investment process, governance, long term value creation, lessons from mistakes, application of their approach to Japan, and the adoption of their principles internally at ValueAct.
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Ted Seides
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Ted Seides
Capital Allocators is also brought to you by Morningstar. What if data wasn't just a bunch of raw numbers, but a clear and decisive language to help connect investment strategies with long term investor needs in a constantly evolving market landscape? Morningstar created that language, bringing order and utility to insight rich data so you can prepare for your next opportunity, no matter the asset class or market? Visit wheredata speaks.com to see what Morningstar Data can do for you. Please enjoy my conversation with Mason Morfett and Rob Hale.
Rob Mason, thanks so much for joining me.
Mason Morfett
Thanks for having us.
Ted Seides
Ted Mason Take me all the Way back. I would love to hear some about your upbringing and how that might have influenced what's happened since.
Mason Morfett
I grew up in Asia. My dad worked for the State Department for usaid. I spent three years in New Delhi, India, then eight years in Jakarta, Indonesia. I went to British schools. My friends were Australians, Brits, expats from India. I played on a Little League baseball team with all Japanese kids and a Japanese coach who didn't speak English. And I think this background gave me a sociological awareness of backgrounds in culture. A feeling of outsider looking in, observing. I came back to the US for high school and then went to college and I studied economics. But I was really interested in the mathematical modeling of human behavior. Some of the theory behind some of the things I'd been experiencing. I wrote a paper on Mahatma Gandhi's economic theory which had wildly different assumptions about human behavior than Western economics. Unbeknownst to me, Princeton had hired Danny Kahneman out of UC Berkeley. In a few hundred miles north. Richard Thaler was at Harvard doing behavioral economics. But that wasn't really a thing. The canon was that everybody was rational, everybody greedy, everybody was maximization oriented. Nobody was irrational and had psychological behaviors that didn't fit into this homo economic mindset. I thought that was incorrect. Some of that orientation laid the groundwork for the investing that we did later.
Ted Seides
I don't know that I'll ever get a chance to ask somebody about the economic philosophy of Mahatma Gandhi.
Rob Hale
Figured I might as well ask, what.
Ted Seides
Did you learn from that thesis?
Mason Morfett
If you think about the supply demand curves you learned in college, which had sort of presumption that more is always better. Gandhi had a theory that actually people cared about other people and had other motivations than just more and more and more. And maybe those curves bent in weird ways that were in a third dimension on these graphs. The aha for me was that as you get larger and more abundant, behaviors change. A lot of the companies that we invest in are integrated businesses with cash flow and they experience these symptoms of abundance that can sometimes be very productive and sometimes very destructive.
Ted Seides
Where did you take that coming out of college, those early lessons in behavior and economics?
Mason Morfett
My first job on the street was at CSFB doing equity research. There was a guy there named Michael Maubouson who wrote really interesting papers that rang my bell in the same way. He was looking at how ant farms behave and how emergent behaviors work. But he was a real outlier on the street. I was attracted to what he was doing, but very repelled by everything else. I Saw around me, I spanned this error from long term capital management blow up to the dot com bubble burst, which was a interesting time to be on the street. One of the biggest equitization booms in the history of the markets. I worked in the healthcare group, which was ironically the only sector that did not work during that period of time because President Clinton balanced the budget and all the healthcare services companies crashed and was in a cubicle that was shrinking. Day by day they kept cramming more and more people in and people next to me would be in the tech group promoted to these massive offices. And I was in this office space dynamic where at one point I couldn't even turn my chair around. So as the walls were literally closing in on me, I looked around and I saw a system that was built on hero worship. Number one. We used to bring folks like Jeff Skilling of Enron in and have these big town hall meetings and everybody would ooh and aah about how brilliant he was. And next in would be Hank Greenberg from AIG and then Sandy Weil from Citigroup. This system of putting people up on a pedestal, it was a real quarter by quarter mentality. And in order to play that game, you used people in a transactional way to trick management into giving you breadcrumbs that would let you game the quarter and get an edge and get the model done right. So there I was in my little backwater of the healthcare group. A lot of these companies should have never been public to begin with because they were former nonprofit organizations that had been turned into public companies and then rolled up. Some of them collapsed quite spectacularly on the way down. They started engaging in some behavior that was aggressive on the accounting front and bad M and A. And that started to light a little bit of a match in my head on the idea that public companies can do weird things to management teams. In the bubble and the euphoria on the way up and the desperation on the way down, I literally published a report on the accounting shenanigans that were going on in the industry, which did not make us very popular with the management teams in the group. And right before all the walls completely smushed me, I met this guy named Jeff Ubman who was founding Value act and had no AUM whatsoever to speak of, but an idea that you could invest on the principle of being a long term thinking partner to management with a voice. Not hero worshiping people, but viewing them as peer to peers and partners that you're building something with. All of that made perfect Sense with me. And so I ejected from the big bank and I went to the startup that had nothing. And that's how it all began.
Ted Seides
Rob, when did you come into the picture?
Rob Hale
I joined ValueAct in 2011. So 11 years in, it's been a very interesting now 14 years partnering with Mason and helping to build the firm.
Ted Seides
And what was your path to joining?
Rob Hale
Unlike Mason, I didn't grow up in a very exotic location. I grew up in a suburb outside of Boston. I had a great childhood, great educational opportunities. I'm very grateful for that. But my path led me to Dartmouth College as an undergrad. I studied the classics, classical languages specifically. But I knew that there wasn't much that you can do in the world with that field. So during my time in college, during every break I had, I made sure to work in different fields of business. When I graduated, I decided to take an opportunity to work in the consulting industry at the Parthenon Group in Boston. It was a group that spun out of Bain and they were very entrepreneurial. They had a great culture of risk sharing with their clients. They had formed one investment firm, Parthenon Capital. They were trying to expand globally. And the pivotal year before joining Value act for me was 2008. Parthenon wanted to expand into Asia and they were looking for a junior member of the team to go and help create the culture for that office. I jumped at it. I'd never been to Asia before, but it seemed like a pretty interesting adventure. So I was there for six months. The project I worked on took me all over Asia. Not just India, but the Middle East, China, Southeast Asia, Hong Kong never brought me to Japan, but I did learn how to navigate different business cultures at a pretty early point in my career. The second reason 2008 was pivotal for me was the financial crisis happened. It kind of put capital markets front and center for me and be kind of fascinated with the markets and also fascinated with the stories of some of the investors who had predicted the financial crisis and they'd done it through security analysis. It just clicked for me that this is something that I'd really like to do. I could take the business analysis, learn through consulting and apply it to the markets. When I got back from India, Parthenon had started another investment vehicle that was focused on public equities. I made a good connection with the portfolio manager of that fund who asked me to become a full time analyst. We did interesting work, but the thing that was missing was that we would do great work generating insights. We could have a dialogue with the IR team of a company. But we were not in a position to influence management. And there were times when I felt we would see opportunities for a company that weren't being captured and we weren't in a position to help them. By 2010, I was focused on this idea of working in an investment firm where you could partner with management, influence management. And I happened to be at one of these investor conferences in New York, and I happened to be in a meeting with Jeff Ubun and one of our partners at Value Act, Jake Welch, who were meeting with a company CEO in the defense industry. And it was like a revelation for me, the conversation that they were having. It was not about the next quarter. It wasn't about analyzing the history. It was pulling the CEO out of the quarterly earnings game and asking the key questions of what is going to double or triple the value of the company over three to five years. As soon as I got out of that meeting, I thought, I have to see if I can join these guys. Just serendipity. Value act happened to be looking for someone with a consulting background. Mason was leading that search for someone. And I got into the process and managed to get the job in that.
Ted Seides
Period of time before Rob joined Mason the whole way through. Other than this very different way that you both described of conversing with management teams, what was the overlying strategy of Value Act?
Rob Hale
From the beginning, there was a view.
Mason Morfett
That there was a great white space. Venture investors have board seats and engagement and great voices into their companies and their leaders. Private equity firms control their companies and have total control over the governance and in the public markets. There had been a legal structure of votes and accountability, but one that wasn't very well developed. In the 1990s, there was very little proxy fight, shareholder activism. We thought, this is a white space. People who own the public securities should be adopting not just the mentality of an owner, but actually the role of an owner and having that kind of engagement. That was a pipe dream at the moment that the firm was formed, because that is not how the world worked. CEOs were not to be questioned in the 1990s. They were larger than life. If you remember what Business Week looked like in those days, it was almost like a tabloid. It just wasn't the way that the relationships were oriented in that time. A couple things really set the firm up for success. One was that there was a big mess left over from the 90s, all this massive equitization. We went up to 8,000 public companies, many of whom did not have strategic Focus or operational excellence. Industries were fragmented, balance sheets were very cash heavy and not efficient. And then a funny thing happened. In 2002, there was a wave of corporate scandals. Enron, WorldCom, Adelphia, which was followed up by a wave of regulations. Sarbanes, Oxley being the most notable at that point in time. That wave kept coming. After the great financial crisis. The convergence of an opportunity set for problems we thought we could work really well on with a regulatory regime that forced an attitude change of corporate boards and how they operated created this opening for this strategy to really work. We weren't alone, but we did it differently. We did it with little publicity, very much sharing credit with an attitude of teamwork and partnership. Not confrontation, litigation, intimidation, press threats, fear, et cetera. One of the other slipping on a banana peel and ending up landing in a pile of money. As One of our LPs used to describe it was. We invested in Martha Stewart's company during the crises. We got her to sell the only share she'd ever sold in our company, $60 million to us because we told her how scary it was to see all these scandals. And shortly thereafter he went out and insider traded a security and ended up going to prison. And Jeff, our founder, became chairman of the board of that company. Now all of a sudden, little value back. That was not a well known entity at all. A chairmanship at one of the most important governance crises in the markets. And we got to go to work on these issues of strategic focus, operational excellence. It's paradigmatic of that time that Martha had a big E commerce site that they were building out. I characterize it by saying Martha was trying to go head to head with Amazon, but that's directionally what was going on. Burning $40 million of EBITDA when clearly a much better strategy would have been to fall back to a licensing strategy like to Kmart and other places that were in the works and getting focused, getting operationally excellent, steering through crises. We proved our mettle through that crisis and embarked upon building competitive advantage through relationships and life experiences. Because these things compounded snowball. I often say if you're going to go through life litigating and intimidating and threatening people, you're going to burn a lot of bridges. But if you go through life building things with others, you're going to build up an army of people that will help you in the future. There's only three ways to win in equity investing. One is you have better information or faster information. Computer programs and fiber optic cables that you tunnel through railway lines and stuff. And we don't do that. The second way is you understand the world better. No one is smart enough to figure it out on their own. You need a team internally and then if you can, augment it externally. And by now, 25 years in over a hundred investments, over 50 board seats, we have this army of people that are really good friends of the firm, advisors, LPs with us. And then the third way to create returns is to influence the future. And that is also a significant part of what we do, change how the course of history is going to flow. That was what we were doing in the early 2000s. And these thunderclaps of the scandals and then the bursting of the dot com bubble set us up to go on a run. And Rob joined midway through that first chapter of the firm.
Ted Seides
Over the last 25 years, there have been several waves of activism. Being very popular and falling out of favor, being popular again. Would love to hear your views of activism broadly, having noted that you do go about it differently and more quietly than most others.
Rob Hale
There's two ways to look at it. One is from an investing standpoint and the other is from an engagement standpoint. If we think about how we think about value creation in the public markets, there's two sources of alpha. There's making a great investment in a company that's going to outperform over time because they have megatrends behind them, because they have very strong unit economics, because they've got competitive protection that business can compound in value over time. The second is to engage with the company and to improve its chances of success, to improve its capital allocation, to improve its strategic focus, its operational execution. There are a lot of investors who are great in the first category and there are also a lot of practitioners of this activist investing who focus on the second, operational improvement. And I think what's allowed Value act to stand out over 25 years is that we've tried to be excellent in both categories. We put the quality of the business first in our filter, not the valuation, not the degree of underperformance, but the potential of the business to grow, to add value to its ecosystem, to add shareholder value over time. Part of the reason that activist investing has had its cycles and not every activist investor has survived those cycles because a lot of practitioners of the industry have been excellent campaigners, great users of the media, but not necessarily great investors. Jeff and Mason, from the very beginning put investing excellence first and foremost in our firm ethos.
Ted Seides
Mason, I'd love to hear what's been.
Similar and what's changed in your approach over this quarter century?
Mason Morfett
The through line that Rob just touched on has been so consistent, which is looking for high quality companies. We define those as ones that have high returns on capital, great incremental margins because they've got big moats and they've got either intellectual property or network effects. A lot of value investors could recite those mantras. What we've become experts in is understanding how those go bad. Because if you have a really amazing cash flow engine, it can tolerate poor decision making, poor talent. You tend to see companies say yes to a lot of things because why not to diversify into a lot of peripheral activities that don't benefit the core, to not run their businesses very tightly from a cost structure standpoint, to build up excess cash on the balance sheet and to eventually sort of lose their corporate identity because they've spread themselves too thin. The vernacular we have inside a value act is these are the diseases of abundance. Like eating too much food and drinking too much wine can lead to a disease of abundance. So can having too much cash flow. And it can be further supercharged when the capital markets get all exuberant about this and jack you up with very cheap equity and debt. I'm reminded of this Ronald Reagan quote about looking at the big pile of horse manure and saying somewhere there's a pony in there. Usually by the time we're engaging with a company, it's lost its credibility or way because of this abundance that's led them into so many different directions and sort of getting them back, focused on what matters. Getting focused and fit and then driving for excellence in their core business is a pattern that's recurred.
Rob Hale
One way to think about it is if you're a steel company or an airliner and you're in some commodity industry and you Misallocate Capital for 10 years, you go bankrupt, someone takes you over. If you're Microsoft, if you're Adobe, if you have a very strong franchise and you don't necessarily operate to potential for 10 years, you have a flat share price, you have some upset investors, you maybe have some upwelling for change. But there's a lot of tolerance in a great business for lack of focus. We've always tried to have the conversations with management that we think the board should be having. When we go into a CEO meeting, I think to myself, if I were a board member of this company, and sometimes we are, what would I be asking the CEO to talk about? What's going to double or triple the value of the company in the next period of time.
Ted Seides
This idea of feeling like you need to help make a change, paired with.
Doing it quietly, how does that play.
Out in the companies you're involved with?
Rob Hale
We believe everybody wants to get fit. And that's a different mindset that we have compared to others who are more cynical, who see and focus on the conflicts of interest and question motives. We honestly think that every management team wants to do well, every board member wants to do well. As a result of that orientation, it leads us to have conversations about issues at a company in a generous way. Yes, we want the company that we're investing in to achieve its potential. But getting there is often quite hard. Tough decisions need to be made about strategy. CEOs have been saying yes to a lot of things, sometimes need to start saying no to a lot of things. Sometimes there are carve outs or restructurings. These things are quite difficult. So we try to approach those conversations in a empathetic way. I say empathetic because we've worked on these issues over 25 years at different companies and situations. So we can say, here's how we've worked with a company on the same problem in another situation. It generally also inspires trust on the other side.
Mason Morfett
We invested in Microsoft in 2013. The headlines at that time were lost decades. The ticker should stand for missed search, phone and tablet. It was not a well liked company at all. It had been traumatized by antitrust investigations a decade or so prior. And then it was facing an existential threat from two things. The smartphone that had been pushed forward by Apple, and cloud computing which AWS had pioneered. So the PC legacy of the company was not what was going to take it forward. And the stock was trading at about 8 times earnings. I went to a normal investor relations roadshow where the Office team present and they were talking about this thing called Office365 which was to take Office to the cloud. I came back and I did some math on a spreadsheet and I was like, oh my gosh. One thing that's happening is that Office is decoupling from the window cycle they used to be sold. You'd buy a PC with Windows and Office on it. They'd be completely coincident. You could see it starting to separate. And the second thing was Office alone, if this thing works, is worth more than the entire company. So what about all the other pieces of the empire and where's all the money going? We networked our way to the board, we networked our way to the company. We made A very large position on this, not with a prescription from the outside about why what they were doing was so stupid and why we were so smart. We didn't actually know the answers. We didn't yet know what to do with Bing or what to do with Xbox. The vote of confidence that we made they liked and that opened them up some more. We applied a tool that we had refined by that point in time called the Shadow P and L, which was Financials are reported out as a function of the bureaucracy of the company, not necessarily as a function of the real economics of the business. So the segment disclosures you're getting are not necessarily the true economic picture. But if you're a good securities analyst, you can deduce what the true economic picture is. You can interview people and figure out where allocations are going in terms of costs. You can understand in a way that is complementary to existing reporting and complementary to management because they are looking at what the bureaucracy is reporting up to them. They don't necessarily have this orthogonal look at stuff and it is estimations and guesstimations and swag math on a spreadsheet. But it time and again proves to be really insightful. I'm going to try to connect one idea I talked about earlier, which is that public company get pushed around by the public markets. Their strategy tends to drift in reaction to what's hot. Martha was going after E Commerce because it was hot. Microsoft went after phones because Apple was so hot and so was Google. They went after Bing because that was hot. And so they poured tons of money into these initiatives that were not accurately tracked by the existing financial reporting systems of Microsoft. But you could triangulate them from the outside. So when Satya took over as CEO and I joined that board, we started presenting these outside in orthogonal looks at the business. And we could deduce that there was massive amounts of costs and losses being poured into these hardware initiatives to the tune of 4 or 5, $6 billion a year that might be better spent driving Office 365 in Azure instead of trying to chase the iPhone or chase the Google search dream. Looking over this analysis and talking it through privately and reaching decisions about where we're going to allocate capital and energy and where the identity of the company is going to shift happen in that way. Step by step by step analytic meetings. And eventually we wrapped around another skill or tool in our toolbox which was executive compensation. Once you've heard what's going on through this deductive reasoning and shadow penal organization, and once you shift the strategy. And once you have the right people running the company, how do you then tie compensation to it so that it reinforces everything you're saying and shifts these organizations that in that case had 100,000 people, you had to get on board with something brand new. I looked back at the Microsoft proxy this year and I was really pleased to see that the basic architecture of what we designed over a decade ago is still in place. It's cool to have been part of how this enormous, important company reoriented itself. That's how this works. Rob did something similar to msci bore you guys to death with example after example of applying these methods to kind of make it a US project. US and the management team and the board working together to get to truth and get to excellence. Not bullying or shaming or lecturing from the outside.
Rob Hale
What are some of the other tools.
Ted Seides
That you've adapted over the years that you bring to the companies you invest in?
Mason Morfett
I think about them almost like pieces of a jigsaw puzzle that all click together and reinforce each other. Number one is strategy. Are we doing the right stuff? Are we playing in the right markets? Are we focused on the right things? How do we tracking that progress? We call that either dashboarding or building a better board book or KPIs so that we really see true economics. Then it's executive compensation, which is how do you tie outcomes to that? There's CEO succession and talent management, which is, do you have the right people to execute that strategy? Do the people match the strategy? Are they tracked with the right dashboards? Are they paid in the right way? And then you've got corporate identity, investor relations, which is, are we telling the world who we are in a way that will attract the right investor base? An investor base that will be patient for what we are trying to get to. Because it might take us, if you're in the case of Adobe, three years to convert from a license to a subscription model. And we want investors that get it and are along for the ride and are not trying to guess the quarter. Those are the basic building blocks of how we can help reorient a company, recover from some of these diseases of abundance and inoculate itself against some of these temptations and weird things that public markets can do by creating alignment with the public markets for a mission that's usually three to five years.
Ted Seides
Among those criteria, when you mentioned getting the right CEO in place for the succession or just having the right team in place, everyone's trying to figure out getting the right people. What does that mean, and have you figured out if someone in the seat is the right person to bring it forward?
Rob Hale
Our orientation is to try to work with great management teams from the outset. So we're going in as part of our evaluation of a situation. We're hoping to prove out. The existing team has a high level of capabilities. We get involved with companies for long periods of time. We say three to five years is our typical investment cycle. In some cases it's 5, 10, even longer. CEO succession, sometimes during that investment cycle is relevant. There have been 27 cases where we've been involved in CEO succession. The approach we take, we try to be quite deliberate about it. We start with the strategy, as Mason said, and we create a scorecard of success. What does the company need to achieve to reach its potential over the next three to five years? Be very specific about what the one to five key things are that the CEO needs to lead the company to achieve. When looking at internal candidates, external candidates we're assessing, have they accomplished similar things in their roles in the past? It's about track record. Obviously ethics are extremely important. Creating a performance culture is extremely important. In each company's unique situation, there's usually a few key value drivers and we're super focused on finding the CEO who we think is best able to achieve those objectives.
Mason Morfett
Think about a public company. Unlike a private company where investors have a very specific investment thesis, we're doing this and know what they're looking for. A public company is sort of an evergreen institution and the board members generally don't have an investment thesis almost all the time. They're chosen from outside that company's industry. So they have great life stories and super impressive people and a great business judgment, but they don't know the industry and they don't necessarily have a point of view about what they're looking for. And what we observed over these many years was that oftentimes this search degenerated into adjective based conversations. So we want a leader, we want a communicator, we want a technologist, we want an operator. And those are important criteria, but they don't specify to do what. Where we have found the most fruitful working relationship is where we can marry that judgment and network and wisdom of all these people with a specificity of mission that we can provide. And then some of the deep diligence on backgrounds of candidates matching them to these missions, you end up getting to a good outcome. Because it is also hard for public companies in high profile searches to really do deep background without the help of a firm. Like ours that has expert networks and methods that we can do to unpack a candidate's history very deeply and then do the kind of financial deductive work that I talked about in setting up these Shadow P&LS is also relevant for these CEO successions. We really love the synergies that come with what we bring to the table with public company boards because together it's a pretty powerful combination and everybody's stronger together.
Ted Seides
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And now back to the show. As you're doing research of something you might be interested in investing in, there's less information than say, it was a private equity type company and you're behind the wall. What does that process look like before you get involved in a company?
Rob Hale
Mason has many strengths and geniuses, but the thing that first struck me about Mason's abilities as an investor was my first investor relations call when I was an analyst and Mason was a partner. Leading the call was how quickly he got from the reported financials to the actual cost structure and the actual unit economics. It's segment by segment. What's the pricing model? What's the mix of customers? The fixed and variable cost? Specifically, where are factories located? Where are people located? That analysis of let's just ignore what you see in the 10k, let's just build up zero base. What does this business cost structure look like? That is by far I think the most important exercise that we do early in our due diligence process. And there's lots of different examples that bring it to life. Mason mentioned the Office365 example where you could just say, okay, this is the number of users. Here's what the annual subscription could be. Where could that go over time? What's the direct cost against that? And you could create a profit pool. We do that in every single case. And that's usually just primarily with the company management and the IR team itself as a first step. And then we're validating it with people in our network who work in the industry. The second key thing is the evaluation of the people, the board, the management, the strategy. Because, as I mentioned, we're trying to find situations where, yes, there are opportunities to improve. There's something that the market doesn't see. We always want to have a different view from the market, but we're looking for opportunities where management gets it. In our conversations, they are getting positive energy over the interaction around strategy and what they could do to drive the value of their company. And we're assessing that directly and indirectly through our background checks and in the network. Those are the key things. It's a long process. We do a lot of first calls, fewer second calls, and we're trying to make two to four investments a year. So typically the cycle is at least six months before we're really sure that we have a good investment opportunity.
Ted Seides
How do you get the sense in advance if a management team is likely to engage with you on your vision of what could change at the business to improve it?
Rob Hale
We try to do it in a Socratic way. We're asking questions and they're responding, and then we're getting to a shared understanding. When we do analysis on a business line's potential, we're going to put that in front of the management team and get a reaction. In that reaction, we're either figuring out are we right or wrong, which is really important. And also, if we're onto something, how does management respond? Are they defensive or are they nodding and saying, yeah, this is right? It's an interesting way of looking at it, but it's important that what we don't do is we don't show up with a fully baked investment thesis after six months and a big stack of PowerPoint presentations and memos and say, here's your strategy. The best thing is for the company to lead the discussion of strategy publicly. They have to execute the strategy. So it's much better to get there in a back and forth, iterative way, and then they're in a position to go out and make it happen.
Mason Morfett
If you approach the problem with you're here to build something great, not take somebody down, it goes a long way. But you also can't overemphasize the value of 25 years of life experiences and insights that that brings, because we just have a different conversation than others are having with them. When we're talking to the Salesforce guys about how to create packaging and bundling solutions for their products, we were there when Office365 was being put together and how did E1 bundle versus E2 versus E3 work? And that's Salesforce people are interested in. How might that translate to them? I was on the board of a medtech company called CR Bard that had one of the highest margins in the industry and was quite early in developing the China market. And I went and went around Beijing with the CEO in 2011 and met PLA officers and saw their army hospitals and understood how that channel worked. And then back to the US and Salesforce, how many reps did they have? What were their quotas? How did this all work? And so when we go meet the next med tech company that's trying to do a global expansion and has under earning operating margins, Rob was shoulder to shoulder with me on that investment and can apply that to medtech companies in Japan or in the us. There's really no substitute for being inside the belly of the beast, working with people for a long, long period of time to get these little nuggets. Investing is about connecting dots, saying wow, that connects to this. If this could be like that, what we're seeing in these numbers could be radically different. It's a creative act and it's an intuitive act and it's a relationship act. But it's also experience and knowledge lights all that stuff up.
Ted Seides
As you own a portfolio company over several years and things start to happen in how you had hoped and the company starts to make changes, improve the quality of the business, how do you think about selling or exiting the investment?
Mason Morfett
You're picking that scab there Ted, because as many of our LPs remind us, we sold a little too early on a couple of these things, including Microsoft and msci. So it's something as an organization that like to learn and improve constantly. We've given a lot of thought to this idea. There are some investments where there's a discrete three to five year strategic planning cycle under which the company can execute a plan and then it's going to mean revert to the average equity return. There are other businesses, the best term I can come up with is they win by winning, which is the more they win, the more horizons open, the more adjacencies, the more second order business models, the more bolt ons, the more bundles. We did this extremely well with CBRE from 2011 till about 2023 for about 12 years. We are a significant part of building the biggest real estate company in the world. One of our partners was chairman of the board of that company. And that's a lighthouse example of a place where the stronger the network got, the more services it could offer, the more global reach, the more sticky and as importantly, the more important the mothership became versus all the individual brokers as a human capital franchise. If you can be the place where the best people want to work because you get the best clients and the best clients want to work because you have the best people now, you've created something really cool. We have evolved our thinking on that to be more sensitive to this building compounders for decades. We draw on this history, which ones work and which ones don't. In this framework, not everything can go for decades, but some can. We've been a part of an unusually large number of those.
Ted Seides
What are other examples of. You could call it compounding knowledge that you gained from one investment led to another.
Rob Hale
There are countless examples. We're always talking internally and externally about the through lines between different investments. There's a whole host of investments that are about the transition from analog to digital. You could put Microsoft in that category, selling physical PCs with windows and Office licenses. You could put Adobe in that category, selling Creative Suite as shrink wrap software on a CD rom. Transitioning to subscription. Xbox was our first exposure to the video game industry. And that went from being a very difficult industry with lots of boom bust cycles, huge inventories required to distribute the software to a much higher quality business because of digital distribution and subscription. Probably the place we applied that insight the most, again in the analog to digital example was at Nintendo. Historically very closed off Japanese company with we saw the best IP library in the video game industry because of a variety of different factors. They were behind the times in terms of adopting digital distribution subscriptions. In game monetization. We called on a lot of the things that we learned at Microsoft with the Xbox team to develop insights on Nintendo and to try to provide some insights to them on what the potential would be for their business. If they could go from selling 20% of their games through their own eShop to 60 or 70% like Microsoft or PlayStation. If they could go from a small percentage of their customers on the Nintendo Switch subscription to the majority of their customers like their competitors. So analog to digital is one really big category.
Mason Morfett
A little esoteric, but it relates to a few years later we built a big position in Roblox because we understood the direction of travel of the video game industry was to Massive multiplayer, user generated communications and social dynamics into it. While Nintendo has closed the gap will forever have the best IP in the whole industry. They were lagging in these things and then the absolute leader was Roblox. So I can connect learnings from Microsoft to Nintendo to Roblox. There are analogous lessons from the Roblox matching systems and algorithms and how they've used AI to pair you with something that some creator has made is super relevant for Disney. Thinking about how to match viewers to a TV show or from meta for an advertiser to an eyeball or for Expedia from a hotel room to a traveler. These online massive matchmaking business models that have a take rate based upon pairing you up with something that you're really going to love are undergoing a very significant technical revolution and have been for the last several years. It's really hard to overstate how connected all these issues are and what we learn from going deep in these companies and how it opens up new sourcing for us and new conversations with people and then new insights that are unique.
Ted Seides
As you go through that last list of companies, there are some whereas an outsider you might think you can get in there and have an influence. And there's another say like a meta Are you really going to be influential in the boardroom or talking to the executives? How have you thought about the importance of the degree to which you want to be influential in your investments?
Mason Morfett
Rank ordering is always investment first, influence second. If you flip those, you're going to end up with mediocre investment returns. The number one thing is great company that we have a vision for and a unique insight into that we think is differentiated from the street that we can hold for a long period of time and then secondarily do we need to have a voice in really does need to be belabored. Where I have seen companies go off the rails is when they flip that ambulance chasing looking for a problem that needs to be fixed. You're going to have some serious adverse selections if you put the number two.
Rob Hale
In front of number one in terms of influence. Because we don't think in terms of shareholder voting first and foremost or shareholder rights first and foremost. Or how successful could we be in a proxy contest. In our entire history we've only had two proxy contests over 125 investments, 55 board seats, only two proxy contests. Because that's not how we think. We think that the way that you persuade people and you get influence is through good ideas and good relationships. It's not a problem for us if There's a founder who controls the company. If we think that we can achieve alignment with them, if we think in an adverse situation, talk to people that we know on the board that we have a relationship with. We've had a lot of successful investments that were companies that were completely or almost completely controlled. KKR is one example. We had great relationships. 21st Century Fox is another example. Spotify another example.
Mason Morfett
We've got to be the only, quote, unquote, activist investors that have a body of working controlled companies. It's a long list.
Ted Seides
In the two situations where you were involved in a proxy, there's always this question of how deep do you want to get versus just exiting because you have the liquidity option in the public markets. What was the story behind why you would get into a proxy contest when that's not your normal playbook?
Mason Morfett
The first One was in 2006, and as we laid out the history of the firm we founded in 2000, 2002, 2003, the world changes with these scandals. It was our opinion that in that scenario, the corporate behavior was so egregious that we had to take a stand on principle for the shareholders. We couldn't let it stand. There was a lot of stuff in there that's in the public record. I don't need to restate it. But it sharpened our ability to intuit situations that are going to be intractable and has led us for most of the rest of the firm's history to avoid situations like that where we're going to get into loggerheads. So that was 2006, and that brings us to probably 2022.
Rob Hale
The second one was in Japan. It was the largest ever proxy contest in Japan. A company called Seven and I Holdings. Very similarly to what Mason described in the situation at Axiom in 2006. We thought that the corporate behavior was so misaligned with the general shareholders that it was the right thing to do, and B, that we would make a better return on our investment if we pursued that proxy contest. We have three major constituencies outside the firm. We have the people in the walls of the firm who are very important. But outside the firm, we have our investors, number one, who trust us, and they're really important. And we have two constituencies that I would put on equal footing. The boards and the corporate management community and the institutional shareholder community. Our relationships with both are very important. We need to have credibility to influence management, and we also need to have credibility with other shareholders who in some cases can be advocates for us or can get aligned on a Strategy that makes sense for the company and can be influential as well. When are we going to do a proxy contest in the future? I hope it's never, but if it does ever happen again, it will be because we're so convinced that we're going to make a great return. We know that a lot of other investors that support us are on the same page. And we think the situation is so egregious that we can easily explain it to the corporate community and our reputation will be intact. That has proved to be the case in both of those situations.
Ted Seides
Through several of those examples, you described two quite different investments in Japan. Nintendo which was pulling the same thread, and then Seven and I, which turned into this proxy contest. How have you thought about the aspects of the playbook that you've applied in the US now being much more involved in Japan?
Rob Hale
We've been looking at Japanese companies since 2013. It's been a long time of looking at companies and engaging with them. We've seen a lot of change during that period of time. We made our first investment in Japan in 2017. What attracted us was that there are so many great companies. If you look at the companies in the world with over 40% gross margins, 40% gross margin is our proxy for pricing power, business quality. The number one market is the US with about a thousand companies with over a billion market cap and above 40% gross margins. The number two market is Japan with 250. After that you get to numbers around 50 to 100 in countries in Europe. A lot of people talk about Japan and they talk about the valuation, the low price to book. We talk about the quality of the businesses. There are lots of great companies there. The issue was that there was not a shareholder oriented corporate governance system. We talked about the diseases of abundance. Great companies have lots of opportunities to say yes. They get distracted and unfocused in Japan under their corporate governance system. Prior to 2012 13, when the corporate governance reform kicked off, disease of abundance was everywhere and there was no really corrective mechanisms in the public markets. But that all started to change in 2012. 13 Abe came to power. He emphasized corporate governance reform. There has been a big generational shift in Japan of corporate leaders who looked at in a period of economic and market malaise and want to improve productivity of their companies, improve the productivity of the economy. That generational change happened at the same time as the corporate governance reform. By 2017, we thought there are great companies. Let's see if our model can be successful. We received a lot of advice about ways that we should try to adapt our model to be successful in Japan. But Mason and I thought we should see if our approach, with as little change as possible, can be successful. We started with one investment in Olympus. Olympus was perceived as sort of a multi industry holding company. They had a camera business that was quite well known publicly, but that business had been challenged by smartphone cameras. What was left was an incredible medical device franchise in GI endoscopes. We thought that they could build a strategy around that business and we were able to sync up with a management team that saw the same opportunity. But what we didn't do was try to change the way that we would approach the engagement. There's no special category of competition for Japanese companies or European companies or American companies. We're in a globally competitive world. The approach that we've taken for Olympus and every investment since then, including Nintendo, including Seven and I, is to try to have very high standards for competitive success for the companies at this point. We've invested over $7 billion into Japan since 2017. Twelve publicly disclosed investments, many others that haven't seen the light of day. We find consistently that there are management teams that want to uplevel their performance and they care about their share price and they are trying to create value for stakeholders.
Ted Seides
What are some of the differences that you found in your engagements in Japan?
Rob Hale
Someone said early on that in the Japanese languages there's six different ways to say yes and five of them actually mean no. To some extent it's an exaggeration, but decoding the communications has been the biggest challenge. Our approach, just naturally, to be polite, humble, empathetic, but direct, has worked well getting through differences in communication. We have a great team, including people who are Japanese natives, who have upped our game in that regard. One thing that we've learned to focus on is when you hear yes, you always have to ask yes when? Because yes can mean yes. But in 10 years after I've retired and you want to make sure that that's not the source of the misunderstanding that is always a source of tension in our investing is we like to have a sense of urgency. We acknowledge these things are difficult, but if you're not in full strategic alignment with where you need to go, the best time to get there is tomorrow. That's the central challenge for aligning on the direction and aligning on the time frame and how to get there with.
Ted Seides
The depth of engagement, concentrated portfolios you run. I'd love to ask you about mistakes. There was certainly Valiant back in the day and others where something happened that didn't go as you thought it might.
Mason Morfett
We could do a whole separate podcast on mistakes. We do ruminate on them a lot and we try to learn from all of them and they span issues of portfolio concentration. We manage the portfolio slightly differently under my management than under Jeff's. We are more discerning about the types of problems that are really perfect for our kind of engagement. It's easy to get a company to shift its allocations away from making Windows Phones to focusing on Office365 than the one we took on at Rolls Royce, which was how do we engineer your engines to have a lower cost of goods than what they currently have and try to get them to GE's standard of excellence with a workforce in the UK. It also didn't help that one of their engines was recalled by the FAA and then Covid hit and grounded all the fleet in the world. Fundamentally, that was a biting off more than we could chew type problem. When we make mistakes, we refine. What are we good at? What are we not good at? What can we learn from this?
Rob Hale
In investing, you're going to get some things wrong. Making sure that you size the things that you get right versus wrong is really important to your overall result. Another is to just let the team be explicit about what could go wrong. We have this idea of the Value act thesis. What's our point of view? What is the market's point of view? We want to think that we're going to buy at a discount. That will close the gap, that will drive the share price up. That framework's important. Mason has added to that. What is the antithesis? What are the things that you could honestly write the story of? How does this go wrong? Let's talk about it. Let's think about how correlated those things are to other things in our portfolio and how will the company perform in that situation? And that leads us to just try to focus the portfolio in things that have a very attractive risk reward skew, where we think the downside is limited, it's protected, we have a margin of safety. If we're right, if the market comes around to our point of view, if management executes, we can make a significant multiple on our money. There are lots of mistakes that we've made, some on a small scale, some, like Valiant on a larger scale, that have led us to those lessons.
Mason Morfett
We call that the Value act triangle. Our thesis, the market thesis, and then the antithesis. And we write them out very explicitly and then we run down that antithesis with as much intensity as the thesis people in investing tend to get wrapped up in the stories that they've got behind a stock. You've got to run down that really scary thing. In the aftermath of Valiant, we made an investment in Morgan Stanley, which was a g sifi bank not too long after the great financial crisis. It was eight years after, but it still felt recent. And I said, well, this is a industry that's hated by a lot of people in government and people in our society. Let's go meet with them. So we went to Capitol Hill and we met with this banking committee and we went to the Fed and we talked about regulators and we even went to try to get in to visit Occupy Wall street so that they could give us their point of view. They told us we were Wall street so they refused to meet with us. But we found that there was a play on Broadway that was a taking on banks and private equity. We called the playwright up. If you're going to have an investment that might have a severe downside, however remote that might be, you have to understand it from every angle. That might have been a overkill because of its timing and firm history, but that gives you a sense of how seriously we take that other side of the coin.
Ted Seides
I'd love to ask you a couple questions about the Business of Value act itself. The first that comes to mind is so much of what you're describing feels like the playbook out of private equity. I'd love to hear if you've thought over the years about either having a sleeve or a strategy or I imagine there are companies you're involved with that at times could be take private candidates.
Mason Morfett
We have rolled into take privates of a couple of our portfolio companies, but very few. In investing, you have to be very good at one thing. That white space that Jeff identified 25 years ago, that nobody is playing this, think like an owner, long term business builder in public markets remains true to this day. It's a white space and we are the best in the world at it. That's where we need to stay focused because we're not going to be the best private equity firm in the world. We know how to work. When we don't have a board seat at a company, when we have an NDA at a company, when we have one out of 10 board seats at a company, we know the ups and downs, booms and busts and bubbles can warp public company thinking. We have a depth of relationship with the people that vote all the shares, whether that's blackrock or State street or T. Rowe Price or Fidelity, We've got those people in our corner. We understand how to navigate as a minority, sometimes even a very small minority shareholder. We've built expertise in this one narrow thing and we're good at that.
Rob Hale
If you abstract it as private equity trying to choose a great business, invest at a great price, have the company have the right strategy, create the right incentives, yes, to all those things. And those are all things that we're also trying to do. But the execution is very different. I worked in consulting. A lot of the projects were private equity due diligence. When those projects kicked off, we knew that we had a three month period of time for the initial consulting presentation that would go into the investment committee to make a decision on a first bid. Then there would be another one month. They'd have an opportunity to make their final bid. That would be a defined auction. In the meantime, not just the business due diligence, but the accounting diligence, the tax diligence, all the management meetings, the data room is populated with perfect information. That process is trying to accomplish the same thing that we're trying to accomplish. But we don't have the data room. We don't necessarily have four months to make a decision. We have a share price today, we know what it is today. We need to deduce whether it's a good investment. Now we generally take three to six months to make a decision, but in the meantime we can be buying the stock, interacting with management, getting iteratively more confident. And then when we're trying to create the right strategic alignment, the right incentives, that's taking place mid course as opposed to mostly at the outset, like a private equity firm, we think along the same lines and we have rolled as a minority investor into some private equity deals. We just have one such case in Japan with a company called Topcon, which is being taken private by KKR and JIC Capital. And we'll probably have other opportunities to do that.
Ted Seides
Another aspect I want to ask you about is communication strategy. Part of the toolkit you talked about when you go to your companies is making sure what they're doing is aligned with how they're communicating with their shareholder base. Despite all of the very engaged work you've done with companies, and particularly in the world of activists, you've not been in public. We'd love to hear your thoughts on how you've approached Value Act's communication strategy to your clients, to the investing world.
Mason Morfett
We've been much more comfortable behind the scenes. Some of its personality, some of its culture of the firm and some of its expediency. It's just people will generally be more inclined to work with you if you're not going to go on the front page of the Wall Street Journal and say, that was me. It never is us. It's always a team effort. And we're very happy to let other people narrate their own stories. And they do deserve more of the credit than we do. That makes for a sales challenge. When you're running a business and have to promote your story, people tend to overstate and sell and celebrate and wave the flag. And that's just not what we've done. That's the downside we've just chosen to accept of the methods that we use and the culture that we have and the mission that we're on.
Rob Hale
It's authentic when he says that we don't deserve the credit because there's not just the CEO and the board. Usually when we're investing in a company, there are a lot of people inside the company who see the exact same opportunity that we see. It's almost never the case that we have some idea that nobody in the company has ever thought of. There's usually a troupe of people who are celebrating. When we get the CEO to pay special attention to the idea that they already had, those people aren't going to get the credit either. The reality is that maybe nobody deserves the credit because it's a collective exercise. We tell our story to our own investors. We don't do much in public.
Mason Morfett
That's why we're grateful to have this opportunity with you, Ted, because it does require long form. Most media orients around conflict, around hero, villain, A versus B. First of all, it isn't really how the world works. Companies are not monoliths or autocracies run by one person. And everybody thinks the same. They're tribes and communities of people with lots of different ideas. And most of the time we're coming in and being part of the conversation and empowering one group and their point of view and being part of the gradual shift internally rather than this A versus B. And that's just not the story the newspapers want to write.
Ted Seides
I'd love to ask for any other reflections that you have that we might not have talked about over this last quarter century of investing.
Mason Morfett
There are elements of the culture that were put in place from the very beginning that I think have served us really well. We all have the vast majority of our net worth in this product. We eat our own cooking. We all get paid on the performance of the Whole nobody gets paid on their idea or their sleeve of it. And those two things have led to everybody on the team rooting for each other, supporting each other, and working with each other rather than compete. You don't want the other guy's idea to blow up and go terribly so that you can get his sleeve of capital into your book at all. It's also had this thing that I really benefited from, is that if you're running your own book, you're going to be very scared. And when things leg down is a lot of our best investments went down 20% before they went up 200%. You're going to stop out and panic and freak out, but if you're on a team, you can press that bet. And your ability to take risk and ride the J curve is so much more enabled when you aren't about to be stopped out and fired on the first leg down. This culture of we're all in this together, we're here to help each other. And the way that we take risks and the way we think about the world has been enabled by how we built this organization. It's also extremely flat. I remember somebody coming in for a performance review one year and saying, what do I do next year? How does my job look next year? And I said, look at me. I do basically the same job as you. We're at the destination. I should be building models and getting my hands dirty with customer calls. And you get to come to meet the CEO and have dinner. That's just the way we work this place. That lack of hierarchy is important. Somebody came from another firm who shall not be named. And he said, at that firm, the people on the lowest part of the totem pole want to do as little work as possible. The ones in the middle want to get done as many deals as possible into the book. And the ones at the top are looking down and thinking everybody's lying to them. And I was like, well, that's not the layer cake we want. We want everybody working together, thinking we're all telling the truth. That is something wise that the founders of this firm put in place. And we've carried forward the idea that the snowball effect of relationships, networks and life experiences gets stronger and stronger over time. As we are entering what may be the fourth industrial revolution in terms of AI. There's a lot of change management that's going to have to happen at a lot of companies and a lot of securities that are going to fall out of bed. Having that 25 years of history being part of some of the biggest previous platform shifts, PC to cloud, linear television to streaming television. We have a lot of pattern recognition and a lot of people in our corner to help us work through that. With all these building blocks, we're locked in on a lot of fascinating projects in the portfolio today with some of the companies that will be among the most important for the next decade. I get up every day loving my job. This is the best job in the world. To think critically about the world with a group of people that you like and respect and this army of advisors. And to be building and not just trying to make a trade on a quarter, but actually building the most important companies for the next century is a real honor and privilege, and I feel very blessed.
Ted Seides
I think that's a great place to turn to. A couple of fun closing questions before I let you both go. So, Mason, let's start with you. What's your favorite hobby or activity outside of work and family?
Mason Morfett
I play guitar and a little piano and drums and write songs in my little recording studio in my basement. Some of these are on Spotify. If your listeners look really closely, they might be able to find these things. They'll find that they are somewhere in between embarrassing and mortifying.
Rob Hale
I've had the opportunity for Mason to play behind me for my very mediocre karaoke vocals on the guitar at some of our events. So that's always fun.
Mason Morfett
It was Roadhouse Blues by the Doors. It was incredible. We should put that tape on maybe as our outro. Music on the side.
Rob Hale
He's a great guitarist. Rob, what was your first paid job.
Ted Seides
And what'd you learn from it?
Rob Hale
I worked for a house painting crew when I was 15 years old and growing up in Massachusetts, my parents were very focused on that. I have summer jobs and actually do manual labor. I thought that as a house painter, that on the spectrum of manual labor, that was going to be a little bit easier. But I didn't understand that when you're the most junior member of the paint crew, your job isn't to put the paint on, it's to take it off. Up on the latter 95 degree heat, scraping paint all day, inhaling paint chips. Despite the mask I had on, it was the first lesson in hard work. Also, we had a foreman who was an excellent leader of the crew and patient with me and made it fun. He kind of set the tone, got everybody working hard in some very hot summer Massachusetts days. So seeing that benefit of leadership was also key.
Ted Seides
Let me ask you both separately, what was the best advice you ever received?
Mason Morfett
Satya Nadella was a huge influence on me. I was still fairly young when I was working with him and he had this mantra that the learn it all always beats the know it all. First of all, nobody wants to work with a know it all. You're not going to get to the right answers unless you have a learn it all mentality. A decade later, when I started working with Marc Benioff, he had his version of this, which was the beginner's mind. That there are many possibilities to the beginner's mind, but to the expert's mind there are few. That is also very profound. We are all generalists in every industry we invest in. None of us have this hard baked expertise. We come in with these very basic generous questions that often unlock things that nobody's really talking about. Those two together, learn it all in beginner's mind are the best.
Rob Hale
When I went to college, both my father and mother said, don't choose classes, choose professors. I didn't really know exactly what they meant. It took a year of stumbling through some subjects that I thought might be interesting but didn't have great professors to finally get the wisdom. Tried to carry that forward into my career, making sure that I was choosing mentors, choosing people I worked with. The inverse of it is people don't quit their jobs, they quit their boss. And so as I think about people who work on our team, make sure to keep them engaged and be generous with my time and make sure that I'm serving them in addition to doing my own job.
Ted Seides
One more Rob, we'll start with you. What life lesson have you learned that you wish you knew a lot earlier in life?
Rob Hale
Learning that it's okay to cut your losses and move on to change your mind. Learn that from Mason probably more than anyone else. As you get into an investing career, that's really important because there are going to be some situations where you're wrong and sometimes it makes sense to be persistent and stick with a situation. And sometimes it's better to cut your losses and move on to the next thing.
Mason Morfett
Maybe the other side of that coin, and I learned this from Rob, is that in every setback, there's an opportunity. Rob is very steady hand and I'm a little bit more emotionally expansive. And so when things go really wrong, Rob is utterly cool customer and figures out how there's actually a blessing in this and how we're going to make something good out of this.
Ted Seides
Mason, Rob, really appreciate you both taking the rare opportunity to share your story.
Rob Hale
Ted, thanks a lot for having us. It was great conversation.
Mason Morfett
Thanks Ted, and thanks for all you're doing for the industry. And we're big fans of the show and lots of our friends and people we respect and even some of our clients have been guests on your show and we really are happy to be a part of it.
Ted Seides
Thanks for listening to the show. To learn more, hop on our website@capitalallocators.com where you can join our mailing list, access past shows, learn about our gatherings, and sign up for premium content including podcast transcripts, my investment portfolio and a lot more. Have a good one and see you next time.
Mason Morfett
All opinions expressed by TED and Podcast guests are solely their own opinions and do not reflect the opinion of Capital Allocators or their firms. This podcast is for informational purposes only and should not be relied upon as a basis for investment decisions. Clients of Capital Allocators or podcast guests may maintain positions in securities discussed on this podcast.
Episode: Mason Morfit and Rob Hale – Quiet Activism at ValueAct (EP.462)
Date: September 29, 2025
Host: Ted Seides
Guests: Mason Morfit & Rob Hale, Co-CEOs of ValueAct Capital
This episode features an in-depth conversation with Mason Morfit and Rob Hale, co-CEOs of ValueAct Capital, a $11B activist hedge fund renowned for its partnership-driven, “quiet” approach to activism in public markets. Celebrating its 25th anniversary, ValueAct reflects on its evolution, philosophy, and investment process, with special attention to long-term value creation, effective engagement with management, and lessons learned from global experience, especially in the US and Japan. The discussion spans investing principles, successes (including the Microsoft turnaround), challenges, internal culture, governance, and mistakes made along the way.
“I played on a Little League baseball team with all Japanese kids and a Japanese coach who didn’t speak English. I think this background gave me a sociological awareness... a feeling of outsider looking in, observing.”—Mason Morfit [05:45]
“It was not about the next quarter...it was pulling the CEO out of the quarterly earnings game and asking the key questions of what is going to double or triple the value of the company over three to five years.”—Rob Hale [13:12]
“We did it with little publicity, very much sharing credit, with an attitude of teamwork and partnership—not confrontation, litigation, intimidation, press threats, fear.”—Mason Morfit [15:07]
“We put the quality of the business first in our filter...Jeff and Mason, from the very beginning, put investing excellence first and foremost in our firm ethos.”—Rob Hale [19:15]
“These are the diseases of abundance. Like eating too much food and drinking too much wine... so can having too much cash flow.”—Mason Morfit [21:01]
“Financials are reported out as a function of the bureaucracy...But if you're a good securities analyst, you can deduce what the true economic picture is.”—Mason Morfit [25:52]
“We try to be quite deliberate about it. We start with the strategy...what does the company need to achieve to reach its potential over the next three to five years?”—Rob Hale [30:43]
“You've got to run down that really scary thing.”—Mason Morfit [57:10]
“Our approach, just naturally, to be polite, humble, empathetic, but direct, has worked well...decoding the communications has been the biggest challenge.”—Rob Hale [53:32]
“There are other businesses...they win by winning, which is the more they win, the more horizons open...”—Mason Morfit [40:10]
“We all get paid on the performance of the whole; nobody gets paid on their idea or their sleeve of it. And those two things have led to everybody on the team rooting for each other, supporting each other, and working with each other rather than compete.”—Mason Morfit [64:09]
On Investing Ethos:
“The learn it all always beats the know it all. First of all, nobody wants to work with a know it all. You're not going to get to the right answers unless you have a learn it all mentality.” —Mason Morfit [68:58]
On Attribution and Collective Success:
“We don't deserve the credit because there's not just the CEO and the board. Usually when we're investing in a company, there are a lot of people inside the company who see the exact same opportunity that we see...The reality is that maybe nobody deserves the credit because it's a collective exercise.” —Rob Hale [62:41]
On Communication Strategy:
“We've been much more comfortable behind the scenes...people will generally be more inclined to work with you if you're not going to go on the front page of the Wall Street Journal and say, that was me.” —Mason Morfit [62:02]
On Adapting to Japan:
“In the Japanese language there's six different ways to say yes and five of them actually mean no. To some extent it's an exaggeration, but decoding the communications has been the biggest challenge.” —Rob Hale [53:32]
On Learning From Mistakes:
“In investing, you're going to get some things wrong. Making sure that you size the things that you get right versus wrong is really important to your overall result.” —Rob Hale [55:57]
| Timestamp | Segment | |----------|----------------------------------------------------------| | 05:45 | Mason’s formative multicultural upbringing and early views on economics | | 13:12 | Rob’s transition from consulting to ValueAct—initial inspiration | | 15:07 | Origins of ValueAct’s “quiet activism” and investing philosophy | | 19:15 | Explaining the dual alpha sources—why activist investing cycles | | 21:01 | Diagnosing “diseases of abundance” in corporations | | 25:52 | Case study: Microsoft turnaround, use of Shadow P&L, capital allocation | | 29:14 | ValueAct’s core tools for organizational change | | 30:43 | Approach to CEO succession, scorecards, and matching mission to candidates | | 40:10 | Selling discipline—when to sell, when to compound | | 43:43 | Knowledge transfer: Digital transformation—Microsoft, Nintendo, Roblox | | 53:32 | Cultural adaptation—what’s different about activism in Japan | | 55:57 | Dealing with mistakes, “ValueAct Triangle,” lessons after Valiant crash | | 62:02 | ValueAct's own lack of publicity and internal communication norms | | 64:09 | Internal culture: flat hierarchy, collective P&L, risk-taking | | 68:58 | Best career advice: “learn it all beats know it all” (Satya Nadella) |
ValueAct’s journey over 25 years showcases a unique brand of activist investing built on trust, partnership, and humility—where understanding, collaboration, and long-term alignment consistently trump confrontation and ego. Its methodical approach, both investment-first and engagement-driven, provides transferrable lessons for allocators as well as corporate leaders. Their internal culture is as differentiated as their investing philosophy, favoring collective success and life-long learning above all.
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