In the ongoing public battle over Twitter as a speech platform, one actual user of Twitter, Chris Bakke, wanted to see who exactly these Board of Directors are, who are attempting to stop Elon Musk from purchasing it.
Chris Bakke then noted how little of the actual stock is owned by the company’s Board of Directors. Sans Twitter Founder Jack Dorsey, the combined ownership of the entire board equates to 77 shares of stock, worth around $3,200 bucks.
The Board of Directors [SEE BoD LINK HERE] consists of academics, tech executives, business and policy wonks, and a random baroness who doesn’t even use the service. These are the people who are making fiduciary decisions for all Twitter stock owners without any financial stake in the decisions they make for the company.
BOARD MEMBERS – (2) Bret Taylor, Independent Board Chair; Co-CEO, Salesforce (former Google exec). (3) Parag Agrawal,CEO, Twitter. (4) Mimi Alemayehou, Senior Vice President for Public – Private Partnership at Mastercard. (5) Dr. Fei-Fei Li, Professor at Stanford (former Google exec). (6) Egon Durban, Co-CEO, Silver Lake. (7) Robert Zoellick, Former Chairman of the Board of Directors of AllianceBernstein Holding L.P. (8) Patrick Pichette, General Partner, Inovia Capital; Former Senior Vice President and Chief Financial Officer, Google. (9) Martha Lane Fox, Founder and Chairperson, Lucky Voice Group; Former Co-Founder and Managing Director of lastminute.com; Crossbench Peer, House of Lords. (10) Omid Kordestani, Former Executive Chairman, Twitter (former Google exec). (11) David Rosenblatt, CEO, 1stdibs.com, Inc. (former Google exec). (12) Jack Dorsey, Co-Founder, Twitter; CEO and Co-Founder, Square.
Further evidence the motivations behind the Twitter board have nothing to do with stewardship for their shareholders. Again, this is yet another datapoint highlighting the background structure of Twitter that Musk is exposing.
Twitter is not making a decision to decline the generous offer by Elon Musk because of stewardship or fiduciary responsibility to shareholders. The financials of Twitter as a non-viable business model highlight the issue of money being irrelevant. Twitter does not and cannot make money. Growing Twitter only means growing an expense. Growing Twitter does not grow revenue enough to offset the increase in expense.
There is only one way for Twitter to exist as a viable entity, people are now starting to realize this.
What matters to the people behind Twitter, the people who are subsidizing the ability of Twitter to exist, is control over the global conversation.
Control of the conversation is priceless to the people who provide the backbone for Twitter.
Once people realize who is subsidizing Twitter, everything changes.
That’s the fight.
{Go Deep}
Jack from Twitter (formerly) having a blast with SSCI.
The people who want us dead!
They don’t want us dead, they want something much worse than death. They want us broken and grovelling before them — with us begging to be Slaves to them.
Slave who consume what they tell use to consume, slaves who say what they want us to say. To use an analogy from the original Matrix.. batteries to power their avarice.
This is why they hated Donald Trump so much. He pulled the curtain and figuratively and literally told them to their faces to pound sand. They also saw that we had connected with Pres. Trump’s message and viewed him as our Avatar.
They want to be worshipped like satan. Thus all the looking up at their space adventures.
Please tell – who they?
Picture Caption: Three of the BIG farmers in FarmerTown USA (formerly known as Washington DC) congratulating each other on how effectively they have been tracking and censoring those red-headed MAGA chickens out in fly-over country. They are smiling after hearing about the fantastic profits made by Farmer Biden from his Ukraine chicken farm harvesting operation. Word is he and son Hunter made a real killing!
I think Alex Jones was in the house that day.
Wonder what the guys sitting down to his right are thinking?
Jack, from Twitter, has about $800 million worth of Twitter stock!
Zoellick was also, first and foremost, the United States Trade Representative from 2001-2005. As such, he was the primary United States trade policy official and negotiator, cutting trade deals with China, Korea etc. that were anathema to the US worker and business owners.
Zoellick is as swamp as you can get. Perpetually in one DC job or another. One of the gray men in gray suits. There are a bunch of them.
Board members with little financial interest in share price?
Houston, we got a problem!!
…with no financial interest in the share price!
Why even go public?
They are using other people’s money to screw us!
That other people’s money is our money.
Does that make us shareholders? 🤔
They are using our tax money to screw us.
Money obviously.
Maybe Musk will have to make an absurdly good offer for this point to become obvious to the sheeple
The offer was absurdly good.
Wrong. The board owns about $47 million in stock, plus Dorsey’s $800 million. Always check the math. Even Sundance!
From the Twitter 2022 Proxy:
Under the guidelines, each non-employee director must own a number of shares of Twitter stock equal to a value of two times the annual cash board retainer of the prior year. The value of such shares is based on the average closing price of the company’s stock during the last month of the prior year. The following shares count towards the ownership guidelines: shares owned by the individual, shares owned jointly by the individual with a spouse, shares equal to the number of vested deferred stock units credited to the individual under any arrangement maintained by the company, shares credited to the individual’s 401(k) plan (if any), shares held in a trust established by the individual for his or her benefit and/or immediate family members, and shares representing the value of vested but unexercised stock options held by the individual based on the average closing price of the company’s stock during the last month of the prior year less the exercise price. Such ownership level must be met on the later of (i) September 2, 2023 or (ii) 24 months after the director’s appointment to our board of directors.
Correct, but the annual cash fees paid to the Twitter board (page 31 of the proxy statement) are all under $100,000 annually except for Pichette ($106,000 in 2021). Most of the compensation the board receives in in restricted stock units (see my post below for the amounts) which turn into Twitter shares when they vest. And all of the RSU’s that the board owns vest in mid-2022 (footnotes on page 31 of the proxy). So unless they are immediately dumping their shares upon vesting the board owns a lot more than just 77 shares of TWTR stock.
This might be barking up wrong tree but I searched using some key words like ‘government’, ‘contract’, ‘twitter’ and found various things. One ex: (lots of) government grants to use twitter for researching things. Think I remember seeing the GSA had a contract too. Lots of different projects where gov wanted or did use twitter.
So my point is, if the feds put out grants etc that would increase twitter usage, then twitter would need more infrastructure to handle the ‘traffic’. So that gives @jack opportunity to negotiate/ be subsidized in some way other than $$ to handle twitter usage. Could it have gotten out of hand, @Jack’s own greed or lack of attention?
And now, most of the twitter infrastructure is government provided?
Twitter and Facebook have been happy to cooperate with the FIB and CIA everytime it was asked particularly J6. However both were very quick to silence Trump and tamp down the laptop story to the point of blocking the new York post reporting on it. Clearly a relationship exist with government and IC with an anti conservative bent to it. Thus revelation that the board has almost no stake in profitability and seems to be very leftist in complexion speaks more to the activism and bias of Twitter and its cozy relationship with the government against dissent. Sundance seems to way ahead of reporting in that Twitter seems to be underwritten by the government an unholy alliance of Olympian proportions and in conflict the 1st amendment. I ll say it again Putin and Musk are causing the WEF and the new fascists nightmares.
4thamendment violation.
a click of a screen cannot be proven to be a legal signature.
Elon is the annoying younger brother who is smarter than you are.
As a couple others have commented, the 77 share data point is not correct. Each of the ten Twitter board members listed in the proxy received more than $224,000 in stock awards during 2021:
Alameyahou – $224,959
Cohn – $224,944
Durban – $284,999
Fox – $224,944
Li – $224,944
Kordestani – $224,944
Pichette – $224,944
Rosenblatt – $294,988
Taylor – $294,988
Zoelick – $224,944
That is $2.5 million in stock awarded to the board in 2021 alone, or about 49,000 shares if granted at an average share price of $50.
The proxy statement also goes on to list the number of restricted stock units owned by each board member:
Alemayehou – 1,868 shares
Durban – 2,454 shares
Fox, Pichette and Zoelick – 1,937 shares each
Kordestani – 1,937 shares
Rosenblatt and Taylor – 2,540 shares
All of the above adds up to a lot more than “77 shares”. This is sloppy analysis by whoever ran the original numbers and I’m surprised Musk believed it.
Say Will, could you supply your link to this info of yours, as is you are not foot noting these numbers.
As I wrote, the information is contained on page 31 of Twitter’s annual proxy statement filed earlier in 2022 with the SEC. These documents are not difficult to find for Twitter or any other publicly traded US company, all of which maintain investor relations websites on which you, me or anyone else can locate the documents and find the necessary information.
Lazy people ask for links. Intelligent people do their own research by going to the primary source, which in this case could be either the EDGAR SEC filings database or the Twitter investor relations web page.
Finally, it’s not “my information” (“this information of yours”, as you wrote). It’s information filed with the SEC from a publicly traded US corporation. Therefore the information is Twitter’s information, provided to the public so that the public can become better informed on things like executive and board compensation.
Learn how to use the SEC EDGAR database and learn how to navigate the investor relations pages for public companies. There is a ton of useful information out there for anyone willing to do their own research.
Be kind Will. Happy Easter
just know this issue, and many others, are not more important than maintaining the comradery of individual thinkers.
Don’t be a dick Will
😳
Correct, it’s there for anyone to see for a publicly traded company. Thanks for the heads up.
Ya lost me with a) incivility and b) not proving links. As in we can’t check your work.
I thought it was a long standing guideline policy of the blog to support statements with links.
Answer.
”the information is contained on page 31 of Twitter’s annual proxy statement”
The rest.
Unnecessary..
A person who thinks for themself. We need more people like you.
Learn how to use the SEC EDGAR database and learn how to navigate the investor relations pages for public companies. There is a ton of useful information out there for anyone willing to do their own research.
I do not invest in the market. I have not learned how to look up this kind of info . YES , I am uninformed. No I have no money to invest. (like MANY others) Shove your good, better than thou,advice where the sun don’t shine. It may be good advice but your delivery was very much sarcastic and offending
I didn’t look into it but the holdings, while greater than 77 shares, are meager for long time directorships. My guess is they sell as soon as vesting (not a sign of confidence). TWTR is a farce of a company with no real free cash flow, like so many techs.
Well it’s not 77 shares but an average of ~2K shares is chump change. An average low level technical support person is probably granted 10, 20 thousand shares at hiring. Yes, something is very disconcerting is the BoD is only average 2K shares per person.
the facts never matterered to the liars. by any means now.
the narrative is set. The board isnt invested in Twitter and are just collecting a check. the end, game on.
What was the exercise date on those RSU?
Also, when RSU are “free” to a recipient there is considerably less “suffering when the share prices drop.
Board members receiving RSU are exposed to considerably less financial risk -if any- than the buying public.
they were given the shares as directors comp and still have no significant ownership. 2,400 shares is insignificant to the overall outstanding shares.
Maybe he was just commenting on the premise of the post, rather than the actual numbers. What remains is there is something rotten here, and it needs to be ferreted out.
So, why does this guy have any real say. I don’t see him on the board:
Saudi Prince Alwaleed bin Talal Al Saud, a billionaire who is also one of Twitter’s largest shareholders. “Being one of the largest & long-term shareholders of Twitter, @Kingdom_KHC & I reject this offer. I don’t believe that the proposed offer by @elonmusk ($54.20) comes close to the intrinsic value of @Twitter given its growth prospects,” the prince tweeted on Thursday.
you mean Bin Salman’s punk
I’m eager to see how he utilizes his leverage to aid PDJT as they are allies from Day 1.
I strongly suspect that the true value of Twitter to the Saudi Prince does not reside in the dollar value of a share of the company.
Alwaleed sold his shares in 2019. I guess he forgot.
He was not given a choice.
MBS is to Al Waleed as President Trump is to Les Wexner or Hunter Biden.
MBS had Blackwater corral the Al Waleed faction at the Ritz in the late fall of 2017 I believe. I think the Al Waleed stake in Twitter was as high as an alleged 40 percent at the time.
Then the shakedown negotiations occurred.
All this went down right after a Kushner visit. A couple of princes died on air transport fleeing KSA, the others ended up at the Ritz.
I think Waleed was there for a month or more before he was released. The terms of that release almost certainly involved the surrender of a large portion of his fortune, including his Twitter stock.
So why does he tweet this now? When he does not own any stock?
To bring attention to the fact that he doesn’t, that he used to, and how that came about? Is he a man who appears to be free but whose shackles are merely hidden?
the day after the las vegas shooting.
tht connection must always been made
I guess that’s why Musk tweeted back to Alwaleed last week asking how many shares of Twitter he had — obviously already knowing the answer.
And asking what was the Kingdom’s stand on “free speech” anyway.
https://pbs.twimg.com/media/FQb8QZzVgAEtwyl?format=jpg&name=large
Top 5 Twitter Shareholders
1. The Vanguard Group, Inc.
Vanguard funds owned about 82.4 million Twitter shares representing 10.3% of shares outstanding as of March 31, 2022.
2. Elon Musk 73.5 million Twitter shares, representing a 9.2% stake in the company.
3. Morgan Stanley
Morgan Stanley (MS), holds the third-largest stake in Twitter with about 67 million shares, 8.4% of the total outstanding as of year-end 2021.
4. BlackRock Inc.
Global investment manager BlackRock Inc. (BLK) owned 52.1 million shares of Twitter as of year-end 2021, representing a 6.5% stake
5. State Street Corp.
held 36.4 million Twitter shares in its funds as of year-end 2021, representing a 4.5% stake in the company.
So, Vanguard/BlackRock are the biggest shareholders. They being owned by each other.
Blackrock/Vanguard own State Street Corp, too.
Isn’t Vanguard, Blackrock and Statestreet all the same entity at the top?
They likely own controlling shares in each other.
So yes.
I believe the investment firms purchase/manage the stock portfolio for their clients who actually own/trade the stock in Twitter less a fee charged by the investment firm.
the IC has been using the twitter model abroad to undermine govts
https://www.theguardian.com/world/2014/apr/03/us-cuban-twitter-zunzuneo-stir-unrest
Bingo. Think Arab Spring.
SEC Edgar has the most recent proxy with director compensation – they receive restricted stock units annually. I did not check the boards current holdings. After looking at the filings, TWTR appears to be your typical tech fake company – not sure what Elon wants with it, but he seems to know all about companies with little to no FCF. I don’t understand these things and stay away from hype tech.
Why, really, is Musk doing this?
He’s knowingly taking on the international government controlled information cartel?
He better have some significant backing – much more than simple financial. Just being the richest isn’t enough when he’s going against the dark operators.
He better have a top notch security force.
If he wins and does produce actual free speech, he would be 10 times more impactful than that Citizen Kane piker.
because the tech boys aligned a decade ago to usurp the current country government system world wide
this includes Thiel. and Jack. and Elon
its working perfectly according to plan
Maybe he is inserting himself into Twitter to get leverage in another area. He shall acquire a controlling stake in Twitter to gain leverage elsewhere, perhaps, like pressuring the government buying more electric cars, his rockets, whatever. That is what Bill Gates does. He does the government bidding and they buy his MS products and use MS Azure. There is no reason to use windows when there is free linux, which is pretty good. These billionaires are always trading favors with the government to gain an advantage elsewhere.
Although, it is interesting that he wants control of Twitter this close to the midterms. I don’t trust him. His motives are selfish, as we shall soon see. These are only my opinions.
Wow, if ever a cause for a lawsuit.
Still awaiting Plan B! Very intriguing.
I doubt you’ll detect details of anybody’s plan before Twitter shares start to sell off in large volume.
Well I know Elan said he has a Plan B, but won’t divulge what it is. I think we’re all wondering if he will sell off the stock. But I get the feeling it’s gonna be something more unexpected than that. We’ll see!
Plan B: Elon trying to buy stock directly from shareholders. TheSaltyCracker on Twitter April 16, 2022
Thanks for the info. Yes, I was picking up on that possibility from a couple TruthSocial posts. If I owned some I’d gladly sell it to him since the shareholders are being dissed.
light seems to be exposing a repreating theme.
the people on the board do not have its shareholders best interest and are just collecting the money
replace “the people on the board” with Congress…
(ty for the 50% discount – ready and waiting to buy)
Zoellick is a member of the Bush cartel. He was one of the financial “brains” behind grabbing the Iraq finances after the invasion in 2003. You hear the name Zoellick. you should think CIA.
Given Zoellick is a Twitter board member and part of the Bush/CIA “in crowd,” no shocker President Trump was banned from twitter.
This is not EM 1st rodeo. Short sellers have previously tried to destroy him many years ago. He has made many loyal long term shareholders rich. Until very recently most of all his net worth was in Tsla stock. N. The BOD of not only twtr but of many large companies is like getting a yearly compensation of a very descent $ for meeting maybe 4 times a year. Chelsea Clinton was put on the BOD of Netflix many years ago and through salary and stock comp. averaged over 400,000 a year. Leftist ceos take care of their own.
There’s a huge lawsuit brewing. You can feel it. They are abdicating their fiduciary responsibility to shareholders who stand to make an enormous profit from the sale.
But it’s good to know that the BOD is a bunch of yahoos. Perfectly suiting Twitter and its users.
Can anyone verify if Titter’s (as Musk says without the “w”) D&O insurers have dropped the company/BOD?
Woowee! That tweet is a real eyeopener.
I am wondering how the stock market will react. How will the small investors react? When will the shareholder lawsuits start flying?
I did a quick search on futures for Monday’s prices and didn’t find anything. Maybe I missed it.
Futures on us markets start trading @ 6 pm est on Sunday .
Thanks! It will be *ahem* interesting.
Our dollars built the wealth of dirtbags like jack dorsey and little marky zuckzuck while they play the puppet.
I wonder how many who sit on the board are connected to the 4th branch and if you’ve ever seen undercover video of those who work at twatter you’d see how many are foreigners on the visa program.
CIA
In the early 1970s my business law professor told us that when you hire an Ivy league grad, you have to keep him busy with little chores he can handle until a spot opens on the board of directors.
Bret Stephen Taylor Stanford
Prag Agrawal Stanford
Fei-Fei Li Stanford
Egon DUrban Georgetown
Robert Zoellick Harvard
Patrick Pichette Rhodes Scholar
Martha >>BARONESS<< Lane Fox Oxford
Omid KOrdestani Stanford
David Rosenblatt Stanford
I know they are not Ivy league, but I will bet Stanford and Georgetown want to be.
This is why you pay $50-60k a year to send your kids to these schools. They all are guaranteed good grades.
Elon, I have more shares than the entire board. I’ll happily partner with you to take over Twitter.
And, beyond the divergence of interests of the Twitter Board and its shareholders, and perhaps their higher “fiduciary duty” which is to the “corporation” and its ability to maintain a sustainable profit and maximize the value of the enterprise, … there is a glaring admission of “personal insecurity” and “placeholder status” projected by those members whose identity requires “MBA” after their names. … Pathetic.
Yes, hilarious!
I am begging you! Get OFF Twitter, Facebook, YouTube! We are feeding the beast! It cannot be controlled, only a steak thru the financial heart will kill these beasts! I use none of them and the nation and I better off because of it.
This. I feel like I’m watching heroin addicts fight over a dealer most days.
Ooooo!!! My little theory is gaining some steam! (that President Trump and Musk have a plan)
👍🏻🇺🇸🍿
and he got it at a 50% discount.
You know people just never learn.
Never underestimate Donald J. Trump!
It’s always smart to own the CVS on the corner and the Walgreens on the opposite corner.
My thoughts exactly! This is what I posted when Elon made news buying his stake.
Maybe Elon is helping Trump. What if Elon is waging war against Twitter and is covertly executing the following
1. Buy stake in Twitter
2. Get 2 board seats – refuse board seats
3. Bring in my tech team in-house to “analyze” the code base, algorithms, & backup and remove censorship algorithms
3.1 Analyze/Backup customer databases
4. Terminate CEO/CFO, all woke employees/bring in my own people. 80% savings
5. When stock doubles Sell my stock to drive Twitter’s share price to zero.
5.1. Blast all current/previous/banned Twitter customers offering Truth Social automatic membership By clicking YES! (Use Twitter customer DB we have
6. Buy majority stake in Truth Social
8. Replace Truth social base code with updates version of Twitter’s code base and better algorithms that promote free speech
Remember Gates and Jobs both stole their software from someone else. I hope that is Elon plan too!
Many corporations have done the political bidding for Democrat politicians.
Democrat politicians tell Google, Facebook and Twitter what to censor.
We have seen this type of behavior before back in 1930’s Europe.
And we know how that turned out!
I’m not remotely shocked…
The average person just doesn’t grasp basic corporate structure… And I don’t mean the legal’ese… I just mean the bare basics of filing for incorporation.
All I can hear anymore in most comments is the “rabble, rabble, rabble” crowd from South Park and one random dude yellin “took r jobs” like a bar room drunk yelling “Skynyrd” in between every song .. every set.
It’s painful being conservative most days…
Hopefully it will be like the end of Robocop. “Dick, you’re Fired!”
“What matters to the people behind Twitter, the people who are subsidizing the ability of Twitter to exist, is control over the global conversation.”
So the expense of running Twitter is at a specific point based on their number of current users. Remove those on the right, and not only do you lower the expense of running Twitter, but you purify the narrative.
It’s a global propganda monopoly which to which any amount of money needed will be flowed. Shareholders be damned.
Musk can sue to try to have the poison pill removed, but in Delaware that is a hard standard to meet, I won’t get into the legalese of it here. It can happen but one chief reason Delaware is the choice of public companies is because of the protections offered to boards of directors from their shareholders.
Here is a really good memo on the legal lay of the land: https://www.sullcrom.com/files/upload/Apr16_InTheBoardroom.pdf
Musk could try a proxy fight (getting shareholders to agree to vote for certain directors friendly to him) but there are two problems, one has been well covered by Sundance re what Twitter really is and it’s not a for profit business.
Second is that the significant shareholders are largely all woke funds like Black Rock who put those Globalist non shareholders on the board in the first place. They like Twitter the way it is as global dialogue control.
I hope in the end Musk’s resources bring Twitter down; it’s an epic battle.
Sure beats the hell out of the Netflix Ukrainian porn star Presidents propaganda.
I don’t think the people who purchased shares think it’s a non profit business. This information blew the cover for the Board of Directors out the door when they and the woke managers/employees they openly support are driving the company down the tubes devaluing the assets the shareholders paid for. Musk is in a better position now because if he maxes out at 14% it won’t require a large number of shareholders support to get rid of the Board and the employee trouble makers and turn the company around. Also, off loading the HQ and recouping the monies from that physical asset should give the shareholders something to smile about.
Isn’t that quite something.
This new revelation opens the door for Musk. No wonder the Board of Directors supports the terms of service and woke management because they don’t care if company stock crashes as they’re not invested in the company. In fact this information should raise significant concerns with the shareholders about the actual fiduciary responsibility the Board has in protecting and growing their investment in the company when the policies they support are tanking it. Remember the shareholders elect the members of the Board. A change may be coming sooner than the Board expects it.
They then have no interest.
It is obvious they believe Twitter is their private sand-box…
It’s a potentially easy assumption to think that Musk knew all of this about the Board of Directors, the US government servers being used, the purposeful control of speech, the lack of Twitter profit, etc., prior to his attempt to ‘buy’ a majority sharehold. The question is whether his intent was to expose what Twitter really is. It appears so.
Thanks for the insight, Sundance.
Shareholders of Twitter beware.
These Board Members have no equity in their actions.
One wonders how this could happen and if any other major company has this issue?
It appears that Google basically controls Twitter.
Burn it down
Go get ’em, Elon!
Sundance, great work in exposing this. The Intelligence Community, writ large, is essentially leveraging their power to direct and control speech and doing it through interference in the alleged free market system whereby the economic interests of the shareholders have effectively been taken by the government withour the benefit of even a condemnation proceeding.
Mind blown.
What makes you all think that the electric god, if he takes control of Twitter, will not shut down the hundreds of Twitter accounts that post things like how crappy Tesla are, all the quality control issues, safety issues, Elon’s lawsuits with SEC in which he has outright lied and committed fraud, and all the lying on his financials? Do you think the electric god will let those Twitter accounts stand? HOw do you all know what the outcome will be for those twitter accounts? Please I would like to know.
I know everyone is desperate for a knight in shining armor but Musk is a JAG (just another globalist). He got his tech the same way Bezos, Zuckerberg, Gates, etc got there’s, thru government programs (DARPA). A deep state billionaire, where have we heard that before. Don’t fall for the distractions. Everything they do is worth a purpose, this ruse is no different. Do some research, Musk is not who you want him to be.
There is something wrong with this whole Elon Musk thing, regarding Twitter. I would not trust him or anyone involved with any of that high (demonic) level business.
One of the problems with twtr for years now s the amount of stock compensation given yearly to employees and officers. It is greater than many companies of comparable size. This matters because by issuing more shares it is dilutive. More shares = less. Earnings per share.
WHO in the IBF and AIC are stockholders then . Cause someone has been paying all those employees to screw U.S.