Blame game: Tesla’s EU sales plunge, Pepsi climate rollback, Ball CFO leaves, Meta’s renewable buy

DAMIONLet’s start with a softball: Tesla's Europe sales plunge 49% on brand damage, rising competition. Who Do You Blame?ElonLiberals Who Hate ElonTrump 2.0The Tesla board (I’m looking at you Robyn and Kimbal)Apathetic Tesla investorsNobody. Share price is king. MMISS backs Dynavax directors in board fight with Deep Track CapitalDeep 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 PasteurISS, 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 yearsCano 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 AGMCan 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 ItPepsiCo 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 shiftsJim 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 directorsmost 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 directorsAccording 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 irritatingPepsi’s Gender Influence Gap of -11%In fact, of the top 7 most influential directors, 6 are men with 68% aggregate influenceThe 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 CountyWhat 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 shareholdersThe SEC/listing exchanges for not requiring data that could better inform shareholdersEvery person in the world who does not use Free Float Analytics data2025 U.S. Proxy Season: Midseason Review Finds Sharp Drop in Shareholder Resolutions on BallotTrump 2.0Darren Woods and ExxonThe anti-ESG shareholder proponents for depressing us with their political theaterApathetic investorsMATTBall CFO to depart after less than 2 years in roleHoward 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 everyone leaves in less than 2 years when they’re happy?  Who do we blame!:Ball’s Audit Committee - only 29% of company influence, but maybe they’re too busy to pay attention to the CFO at all?  We know audit committee roles are hugely time consuming, so Cathy Ross (ex CFO FedEx) on two audit public audit committees, John Bryant (ex CEO of Kellogg) on FOUR audit committees, Michael Cave (ex Boeing exec from 787 Max days) on just Ball audit, and Todd Penegor (current CEO of Papa Johns) on THREE boards AND an acting CEOBall’s Nominating Committee - 48% of company influence, maybe they suck at their jobs?  Stuart Taylor, who’s been on the board since 1999, Dune Ives, Aaron Erter, and… Cathy Ross and John Bryant, also on the audit committeeHoward Yu, who departed unrelated to “any disagreement with the Company” on anything he actually did thereCEOCathy Ross and John Bryant93% of U.S. Executives Desire Board Member ReplacementsOld people: There are 14,440 non executive directors in the US on boards with an average age of 63 years old and 2,569 executive directors with an average age of 58.298 companies in the US have at least ONE director over the age of 80.  Directors over the age of 80 have on average 9% influence on the board and on average 19 years of tenure - old and no one actually listens to them.Two US directors - Tommy Thomson (82 years young) and John Harrington (87 years young) are on THREE boards eachMeyer Luskin is 100 years old on the OSI Systems board - he is UCLA class of 1949 and has 6% influence after 35 years on the boardMilton Cooper is 95 years old on TWO boards - Getty Realty and Kimco Realty, where he has 53 and 34 years of tenureImagine being a 58 year old CEO and chair of your board and showing up to have to listen to John Harrington and Meyer LuskinOutlandishly outsized influencersOf 24,000 US directors, 591 have more than 50% influence on their boards.  Those boards average 7 other people - is there a point to those 7?  Connected directors hating on unconnected directorsThere are 575 directors on boards who are connected to 50% or more of the board… A fun example - at Target, 92% of the directors are connected through other boards or trade associations - that’s 11 out of 12 directors.  Do you think the board just hates Dave Abney for having no obvious connections to them?Shrill womenThere are 7,450 female directorships on US public boards596 have advanced degrees from elite schools80 of them are non executives at widely held corporations with no ties to the company or family with zero known connections to the existing board membersDon’t the other directors just wish they weren’t there being smart asses?Meta Buys 650 MW of Renewable Energy to Power U.S. Data CentersAES, the woke Virginia based energy company with 5 women and 6 men on the board where 63% of the board has advanced degrees and four of the board members aren’t even AmericanArkansas, the woke state that allowed solar energy to get built thereMeta AI, because AI can’t even discriminate against renewable energy because it’s so wokeMark Zuckerberg, the dual class dropout dictatorMark Zuckerberg, the government ass kisser, MAGA convert, and attendee at the oil state Qatari meetup with Trump who set up this purchase, like, BEFORE the world hated woke, so it’s not his fault because he’s REALLY super into oil and stuff