Larry Ellison’s Guarantee Ups Warner Bros. Stakes to a New Level

22 Dec 2025 · 26 min

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Bloomberg Intelligence Podcast Episode Notes: Larry Ellison’s Guarantee Ups Warner Bros. Stakes to a New Level

Episode Overview

  • Hosts: Paul Sweeney and Scarlet Fu
  • Featured Guests:
  • Stephen Flynn, Senior Credit Analyst
  • Ira Jersey, Chief US Interest Rate Strategist
  • Jody Lurie, Credit Analyst
  • Brian Campbell, Governance & Sustainability Center Leader
  • Air Date: [Insert Date]
  • Episode Summary: This episode discusses Larry Ellison's personal backing of a $40.4 billion equity financing for Paramount Skydance Corp. in its bid to acquire Warner Bros. Discovery Inc. The discussion covers implications for the entertainment sector, interest rate strategies from the Federal Reserve, and trends in CEO turnover and shareholder activism.

Key Discussions

Larry Ellison and Paramount's Bid for Warner Bros.

  • Personal Guarantee:
  • Larry Ellison, chairman of Oracle, guarantees $40.4 billion for Paramount Skydance's acquisition bid.
  • This addresses concerns raised by Warner Bros. board regarding lack of personal guarantees.
  • Implications:
  • Warner Bros. had recommended shareholders reject Paramount's offer prior to Ellison's guarantee.
  • Paramount plans to leverage expected synergies and cost savings, but will still be highly leveraged post-acquisition (mid-four to above five times leverage).
  • Stephen Flynn analyzes this leverage and its potential credit rating implications.

Federal Reserve Interest Rate Strategy

  • Current Position:
  • Ira Jersey discusses the Federal Reserve's potential pause on interest rate reductions as they gather more data.
  • The Fed may consider a "skip" in January, with the possibility of easing later in the year.
  • Impact of Fed Speeches:
  • The importance of interpreting Fed comments collectively rather than individually.
  • Discussions on potential new personnel changes in the Fed's leadership.

Cruise Lines vs. Theme Parks: Cash Flow Growth

  • Performance Insights:
  • Jody Lurie explains that cruise lines may outperform theme parks in terms of cash-flow growth by 2026.
  • Cruises attract dedicated customers and offer advance booking perks, leading to higher overall spending.
  • Theme parks rely on shorter booking periods but face challenges in maintaining profitability due to high capital and operational costs.

CEO Turnover Trends

  • Brian Campbell's Insights:
  • CEO turnover is at an all-time high, driven by delayed transitions during the pandemic and a proactive approach to governance.
  • Notably, high-performing companies are also experiencing increased turnover.
  • Activist Engagement:
  • Female CEOs are reportedly targeted more often by activists, suggesting possible biases in corporate governance practices.
  • Boards are increasingly looking for external candidates for CEO roles as they adapt to market volatility.

Key Takeaways

  • Leverage and Guarantees: Larry Ellison's financial backing is critical for Paramount's acquisition bid, addressing concerns about leverage and financial stability.
  • Fed's Evolving Strategy: The Federal Reserve's indecision on interest rates highlights ongoing economic uncertainty and the need for careful data analysis.
  • Industry Comparisons: The leisure sector's growth dynamics differ between cruises and theme parks, with cruises showing stronger financial resilience.
  • Corporate Governance Changes: The landscape of CEO turnover and activist engagement is changing, with a noticeable impact on hiring practices and strategies.

Conclusion This episode of Bloomberg Intelligence provides a robust analysis of major corporate finance themes, particularly focusing on the competitive landscape in the media sector, Federal Reserve policy implications, and evolving corporate governance practices. The insights from various analysts help illuminate the complexities surrounding investment decisions and market dynamics.

Additional Resources

  • Watch Live: [Bloomberg Intelligence LIVE on YouTube](http://bit.ly/3vTiACF)
  • Listen to More Episodes: Available on various podcast platforms including Apple Podcasts and Spotify.

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Transcript

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0:00Paul Sweeney:Donald Trump is rewriting the Washington rulebook and reshaping the global economy. If you're trying to connect the dots behind the headlines, Bloomberg's Trumponomics podcast is here to help. I'm Stephanie Flanders, Head of Government and Economics at Bloomberg. Every week I'll bring you a smart, focused conversation with reporters and experts from Washington, Wall Street and beyond. Listen to new episodes every Wednesday and follow Trumponomics wherever you listen. Today's show is brought to you by Vanguard. To all the financial advisors listening, let's talk bonds for a minute. Capturing value and fixed income is not easy.

0:38Paul Sweeney:Bond markets are massive, murky, and let's be real, lots of firms throw a couple flashy funds your way and call it a day. But not Vanguard. At Vanguard, institutional quality isn't a tagline. It's a commitment to your clients. We're talking top-grade products across the board of over 80 bond funds, actively managed by a 200-person global squad of sector specialists, analysts, and traders. These folks live and breathe fixed income. So if you're looking to give your clients consistent results year in and year out, go see the record for yourself at vanguard.com slash audio. That's vanguard.com slash audio.

1:14Paul Sweeney:All investing and subject to risk, Vanguard Marketing Corporation Distributor.

1:20Scarlet Fu:Bloomberg Audio Studios. Podcasts, radio, news. you're listening to the bloomberg intelligence podcast catch us live weekdays at 10 a.m eastern on apple carplay and android auto with the bloomberg business app listen on demand wherever you get your podcasts or watch us live on youtube all right let's talk a little bit more about this larry ellison personally backing the paramount bid for warner brothers it's something warner brothers was looking for and they appear to have gotten it now stephen flynn is bloomberg Intelligence Senior Credit Analyst here and is in studio with us. Great to see you, Stephen.

1:58Ira Jersey:Thanks. Good to be here.

1:59Scarlet Fu:Break it down for me. What does it mean when Paramount Skydance says that Larry Ellison, the chairman of Oracle, is offering a personal financial guarantee of$40.4 billion in equity financing? If something falls apart, what are they going to call upon Larry Ellison to do?

2:14Ira Jersey:Well, this is an important step because mid last week, the Warner Brothers board recommended shareholders reject the tender offer by Paramount for$30 a share. And they listed a list of reasons why. And one of them was that there was no personal guarantee from Larry Ellison. And now the company, Paramount, has addressed that this morning with a number of amendments to their tender offer.

2:37Scarlet Fu:But that means he's putting his equities up at stake, right? Yes.

2:41Ira Jersey:And they confirmed that they hold 1.16 billion Oracle shares. And if you look at an Oracle share, it's about$194 or so. So that's about$225 billion. So that is obviously a large amount of value there. And the fact that he's personally backing it is something that Warner Brothers was looking for. Still a pro forma Paramount Warner Brothers, it's going to be highly levered, isn't it? Talk to us about the debt profile there and how do you view it? Yeah, so it gets very complicated. So a pro forma Paramount Warner Brothers will be highly levered. You're talking mid four times leverage overall. and that's accounting for a significant number of synergies that we're giving them credit for.

3:20Ira Jersey:So if you look at expected EBITDA for Paramount, expected EBITDA for Warner Brothers, and then you add on top of that what they're targeting is$6 billion of annual run rate cost savings. It'll take them a few years to get there, but if you say pro formal, we'll give them credit. The company's still highly leveraged at about mid-four times. And X that, it's above five times. Oh, clearly, yes. I mean, come on. Yeah, and you're a credit guy. You're not giving them credit for the synergies, are you? Well, you have to give them some credit. but you really want to see it done. I mean, as an equity guy, I'm like, I'm all in on this energy.

3:50Ira Jersey:We usually are a little bit more negative. Well, what's important too is how they break it up. So part of the commitment they have on the creditor side, right? So you talked about Larry Ellison and some other equity providers providing over$40 billion of equity capital. They also have a$54 billion secured bridge commitment. And now that's secured. So if we assume that that debt is ahead of all the existing debt that's at both Warner Brothers and Paramount Skydance. And again, you give them credit for synergies. You're talking about pro forma leverage through the secure debt of about three times.

4:22Ira Jersey:Now, there's a possibility that you could get that investment grade rated using Charter as a comparable. So if we look at Charter, which is one of the biggest cable companies out there, they owe almost$100 billion. Of that, about$70 billion or so of it is secured bonds and loans that are IG rated. And they're about three times levered. So if we use that at a comp, maybe you could get to investment grade ratings from at least two of the three agencies to qualify for investment grade for that$54 billion, which would be very key to financing.

4:52Scarlet Fu:All right. I know we're talking about Paramount, Skydance, and Warner Brothers as a principal players here and Netflix, if you want to get into that side of the bid too. But I'm curious, and this might be a dumb question, Larry Ellison now personally guaranteeing the equity financing. There's a lot of questions about Oracle and its debt overall. We've seen the credit default swaps on its debt rise. That's the cost to insure against a possible default. Does the fact that Larry Ellison is committing to backing a large portion of the money needed for the deal, does that affect Oracle's credit rating at all?

5:22Scarlet Fu:Would a credit investor or an analyst look at that and think, hmm?

5:26Ira Jersey:No, well, don't forget, Oracle still has a massive equity market cap, right? And the stock is traded every day. So the market is telling you every day what they think the value of Oracle equity is worth, right? And he has, again, the$1.16 billion of shares worth about$225 billion, and that's what the market's saying it's worth. So that's what a credit investor would look for, that comfort, or I'm sorry, an equity investor at Warner Brothers Discovery saying that that is backing up his$40.4 billion.

5:53Scarlet Fu:And a credit investor wouldn't worry about that part of it?

5:55Ira Jersey:I don't think, indirectly, you could have some concern about it, but I don't think directly you would. The average credit investors that you talked to at Warner Brothers, which deal do they prefer? Well, it's complicated. You would argue that, you know, it's interesting. is the Warner Brothers bonds were investment grade rated, right? Through half of last year, or half of this year, excuse me, 2025. And then they were by far the worst performing, huge negative total return. They went into junk. They were Fallen Angel in July. And now they've bounced back. And one of the better performing high yield names was all this speculation of some sort of takeout.

6:29Ira Jersey:In either case, the bonds are probably better off than they would be without it, but there's still some concern. So if they go with the Paramount Skydance deal, there's a chance they could be behind all that secure debt that we talked about, that$54 billion of secure debt. But you have all that equity capital coming in that's supporting the overall company, which would give you support as a bondholder for Warner Brothers. Now, the problem with the Netflix deal is that if you're a bondholder, you're probably left with the global networks, which is going to be spun out before Netflix comes in and buys the studios and streaming operations.

7:00Ira Jersey:And that company will be relatively highly levered with a declining business. So I'd say it's pretty close, but maybe you lean a little bit towards Paramount Skydance. Really? All right. I wouldn't have thought that. You guys are getting soft in your old age. Back in my day. All right, Stephen Flynn, thanks so much. Appreciate it. Stephen Flynn, senior credit analyst at Bloomberg Intelligence.

7:17Scarlet Fu:Stay with us. More from Bloomberg Intelligence coming up after this.

7:23Paul Sweeney:Today's show is brought to you by Vanguard. To all the financial advisors listening, let's talk bonds for a minute. Capturing value and fixed income is not easy. Bond markets are massive, murky, and let's be real. Lots of firms throw a couple flashy funds your way and call it a day. But not Vanguard. At Vanguard, institutional quality isn't a tagline. It's a commitment to your clients. We're talking top-grade products across the board of over 80 bond funds, actively managed by a 200-person global squad of sector specialists, analysts, and traders. These folks live and breathe fixed income. So if you're looking to give your clients consistent results year in and year out, go see the record for yourself at Vanguard.com slash audio.

8:04Paul Sweeney:That's Vanguard.com slash audio. All investing is subject to risk, Vanguard Marketing Corporation Distributor. The news doesn't stop on the weekends.

8:14Scarlet Fu:Context changes constantly. And now Bloomberg is the place to stay on top of it all.

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8:24Scarlet Fu:I'm Christina Ruffini. will bring you the latest headlines, in-depth analysis, and big interviews. All the stories that hit home on your days off. And I'm Lisa Mateo. Watch and listen to Bloomberg this weekend for thoughtful, enlightening conversations about business, lifestyle, people, and culture.

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9:34Ira Jersey:All right, we got some economic data last week that the markets were looking for in terms of the labor market and inflation. We've got some more coming up here. The question is, how are our good friends down at the Federal Reserve kind of digesting all this? For that, we go to Mr. Ira Jersey, and we're going to get a sense of what his thoughts are there. Ira, Jersey chief U.S. interest rate strategist at Bloomberg Intelligence. Ira, where do you think the Fed is these days in their thinking about this economy and where they need to go? Yeah, they're all over the place. So what you didn't mention, Paul, was that we had a ton of Fed speak last week, too, and we actually had even more this morning.

10:06Ira Jersey:So you definitely have two camps that have been built in here. And one is the more dovish side of the aisle who think that, hey, we should be cutting interest rates at least a little bit. You even had Williams, the president of the New York Fed, who's the vice chair of the FOMC, so presumably has a little bit more weight than the rank and file members. So he said that, like, hey, we can go. We don't have to go quickly, but we're going to ease. So that suggests to me that maybe a January skip is perhaps the base case for now, but then more easing later. So March, April, you know, once we have a little bit more data and we can see have the rate cuts that we've already had.

10:46Ira Jersey:actually work to stimulate the economy or not.

10:48Scarlet Fu:So the division inside the FOMC is not new. This is something we've seen over the last couple of rate decisions. But we do know we're going to get a new Fed chair starting in late May because that is when Jerome Powell's term as Fed chair ends. Put together the division within the Fed and this timetable for new personnel at the FOMC and whether we should be paying attention to all this Fed speak.

11:14Ira Jersey:Well, I think you have to listen to all the Fed speak, but you have to take it holistically, right? You can't just take one member and say, oh, that's exactly what they're going to do, because it is a committee. And that's what we have to remember. You know, when the new chair comes in, President Trump has said he's going to announce a new chair in January. Presumably, that person is going to take Stephen Myron's seat. And if that's the case, then the Fed chair-elect will be in for both the March and the April meetings. And so therefore, we'll have some time around the table, but we'll make a few speeches as the Fed chair.

11:46Ira Jersey:And we'll be able to see, or as a Fed governor, I should say. And so we'll be able to see, is this person really very dovish? Are they not very dovish? Presumably, they'll be more dovish than Jay Powell has been. But at the same time, again, that person is only one of the 12 members who actually votes on the policy decisions.

12:05Scarlet Fu:Well, if Stephen Myron is going to be replaced, do we need to pay attention to what he says? we already know what side of the dovish or hawkish camp he lands on.

12:13Ira Jersey:Well, yeah, I mean, he's just, you know, the most dovish person on the committee. And you usually get those extremes, right? You get one or two really dovish or relatively hawkish members. But it's that middle ground that you have to look at. So that's why someone like Williams, for example, is important to listen to, because, you know, he's voted, he hasn't yet dissented one way or the other. But, you know, if that if he's saying that, hey, we're not going to necessarily cut in January, you have to take that seriously. Ira, do we know what Jerome Powell is going to do once he steps down from the chairmanship?

12:45Ira Jersey:As far as I know, he hasn't said what he's going to do. You know, a lot of former Fed chairs either take a role at one of the think tanks in Washington or go into academia. Those are two of the typical paths. I wouldn't be surprised if Jerome Powell maybe even just retired and wound up being on a lecture circuit or something like that instead of having a day-to-day type of job.

13:08Scarlet Fu:Yeah, commanding six-figure paying fees, right?

Read the full transcript

13:11Ira Jersey:Yeah, exactly. A couple board seats, a couple speaking things. That's the way to go. I mean, who needs it? Ira, thanks so much for joining us. Appreciate it. Ira Jersey, Chief U.S. Interest Rate Strategist for Bloomberg Intelligence, joining us there. Stay with us. More from Bloomberg Intelligence coming up after this.

13:28Paul Sweeney:Hello, I'm Stephen Carroll. I'm in Brussels, where many of Europe's biggest decisions get made. And I'm Caroline Hepker in London. We're the hosts of the Bloomberg Daybreak Europe podcast. We're up early every weekday, keeping an eye on what's happening across Europe and around the world. We do it early so the news is fresh, not recycled, and so you know what actually matters as the day gets going. From Brussels, I'm following the politics, policy and the people shaping the European Union right now. And from London, I'm looking at what all that means for markets, money and the wider economy. We've got reporters across Europe and around the globe feeding in as stories break.

14:05Paul Sweeney:So whether it's geopolitics, energy, tech or markets, you're hearing it while it happens. It's smart, calm and to the point. And it fits into your morning. You can find new episodes of the Bloomberg Daybreak Europe podcast by 7am in Dublin or 8am in Brussels, Berlin and Paris. on Apple, Spotify, YouTube, or wherever you get your podcasts.

14:29Scarlet Fu:You're listening to the Bloomberg Intelligence Podcast. Catch us live weekdays at 10 a.m. Eastern on Apple CarPlay and Android Auto with the Bloomberg Business App. Listen on demand wherever you get your podcasts or watch us live on YouTube.

14:43Ira Jersey:I like the analysts who covered the travel industry, like cruise ships, theme parks. And you're going on your first cruise ship. Going on my first cruise next fall to France. So that'll be interesting. Jodi Lurie actually does this. Lurie, she actually does this for a living. She's a credit analyst for Bloomberg Intelligence. She follows a lot of the leisure sectors of the economy. Think theme parks and cruise lines, that type of stuff. Hotels, casinos, that type of stuff. From the credit perspective, because remember, equity is soft. Debt is hard, right? There you go. Jodi, let's talk just about the cruise lines here.

15:19Ira Jersey:It seems like the cruise, people are cruising back in. I mean, if Charlie Pellett's any sign of that, how are they performing?

15:27Stephen Flynn:So the cruise lines always have a dedicated base. But cruising is sort of interesting because it's only 2 % of the travel industry. It really is such a small portion of it. Where we've been watching is for those new-to cruisers, which I don't know if I'm necessarily convinced that they're going as often or they're attracting the new-to cruisers. but the cruisers are still very much cruising and they're spending more than the average consumer.

15:51Scarlet Fu:They're also spending more than the people who go to theme parks, according to your research. And partly that might be because the cruise line industry attracts a different kind of customer than the theme park industry. Theme parks skews younger, cruises skew older.

16:07Ira Jersey:Easy.

16:08Scarlet Fu:Which would you prefer if you are an operator? Which would you prefer if you're an investor?

16:13Stephen Flynn:So we don't make full recommendations, but I will tell you a couple of things based on our research findings. So first of all, you have to think about how people book cruising versus how they book theme parks. So when you're talking about cruises, they book far in advance. They book a year or two well in advance. And what the cruise lines have been doing, particularly post-pandemic, is they've been locking people in on the drink packages, on the experiences. They've been giving these steal of deals, excursion ideas. And when you get on the boat, it's more expensive. So people say, OK, I'm going to book my cruise, but I'm also going to book this, you know, the snorkeling and I'm going to book this.

16:49Stephen Flynn:I'm going to book that the ones that I definitely want to do. They also book the drink packages, which, you know, I think you can go either way on that personally, because I don't think I drink enough, but maybe other people do. And and it really sort of just helps their cash flows. Now, theme parks, people book much later. They are younger. They are lower income than the U.S. median household. And the key for them is they can get people in the door. They can get them with season passes or they can just get them for the one day pass. But they're not necessarily convincing them to spend in park the same way.

17:21Stephen Flynn:But there's higher volume in theme park, right? There's pretty high volume in theme parks. But if they're just paying for the admission, it might not necessarily cover the cost per se. They'll get in the door, but they have high capex. They have high cost in general. and they have all the employees that they're paying for.

17:38Ira Jersey:Six Flags, that's a theme park that got some local Jersey flavor here. Six Flags, great adventure. How's the capital structure for these theme parks?

17:47Stephen Flynn:They are high capital intensive companies. They have high lever. Right, exactly. And similar to cruise lines. So where we sort of see it interesting is theme parks and cruise lines are constantly, they have to get the new experience in, right? So they have to spend not just on maintaining their products, so not just maintaining the ship or maintaining the ride. They also have to get new ones in. So people say, I want to go to Great Adventure because I want to ride Superman. So they do this to get people excited, draw them in so that they're going. I mean, the biggest example that we don't cover, I don't cover Universal or Comcast, but Universal's new theme park this year was a big driver to Florida.

18:28Stephen Flynn:It wasn't as big as expected necessarily, but it was still pretty big. Now, if you're talking about the regional theme parks, it's a little bit more difficult because people aren't necessarily planning these long-term vacations around great adventure.

18:41Scarlet Fu:Do the theme parks attract more domestic consumers than the cruises? I mean, I'm just curious in terms of the sustainability and the stability of your customer base.

18:51Stephen Flynn:So it depends on the brand, because if you look pre-pandemic and now going into a few years post-pandemic, the cruise lines, they segment. So Norwegian, most of their customer base is U.S., their U.S. customers. When you get to Royal Caribbean, it's a little bit less. So I think it's about 80 % for Norwegian. I'm doing this off the top of my head, memory. But 80 % Norwegian, you get to about, it's like 70 or 65 for Royal. And then you get to Carnival, and it's even less than that. It's closer to half. It's not quite half that are U.S. versus international. They have a much larger international presence.

19:26Stephen Flynn:Brian Egger and I, my equity counterpart, we were on the AIDA, which is one of their brands that they market to international customers, specifically in Germany. And it was a 133 round-the-world cruise.

19:42Paul Sweeney:Nice.

19:42Stephen Flynn:They were stopping in New York for the day, and they brought a bunch of us on, a bunch of us equity and credit nerds, and took us around the ship, and everything was in German, as expected, because most of their customers were German. So Carnival has a much more diversified customer base. If you talk about theme parks, SeaWorld or United Parks, as they go by now, their Florida parks, which make up about half their revenue, is international about 10, 20 percent. But when you get to Six Flags, it's much more domestic.

20:12Ira Jersey:We were off the Amalfi Coast last fall.

20:15Stephen Flynn:Whoa, fancy.

20:16Ira Jersey:And I saw this big yacht that was like either navy blue or black. And I said, what is it? Who owns that? He said, it's the Ritz-Carlton.

20:23Stephen Flynn:The Ritz-Carlton, yes. I actually know somebody who went on it.

20:26Ira Jersey:Just parked it.

20:27Stephen Flynn:Those are small, though. I mean, in terms of the number, it's like 500 people. Yeah.

20:31Ira Jersey:I mean, that looked pretty cool.

20:32Stephen Flynn:Yeah. That's for the people who want to be on a luxury yacht, but don't want to actually own a luxury yacht, right? The joke about boats is bring on another thousand, right? My mother-in-law likes to always say that. And that's why it's called boat. But the thing about cruising is that there's a perception about who the typical cruiser is, right? It's the, you know, older people who are retired, who like to bring basically the cat skills on the water. But really, I mean, it's changed over time. And what's interesting about our credit research and our travel survey that we do every half a year is we're seeing that it's actually really, really spread out.

21:14Stephen Flynn:If you look into the buckets that we've segmented, it's really, you know, it's one third of each. So it's one third, 18 to 34 year olds, one third that like middle age group and 55 and older, one third. So it's really not specifically the older.

21:27Ira Jersey:All right. Very good. Jody, thank you so much. We appreciate that. Jody Laurie, she is senior credit analyst for Bloomberg Intelligence following the leisure part of the economy. Stay with us. More from Bloomberg Intelligence coming up after this.

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22:45Scarlet Fu:You're listening to the Bloomberg Intelligence Podcast. Catch us live weekdays at 10 a.m. Eastern on Apple CarPlay and Android Auto with the Bloomberg Business App. Listen on demand wherever you get your podcasts or watch us live on YouTube.

22:59Ira Jersey:Well, it is a crazy time to be a CEO. New research from the conference board provides insights onto two big trends. Number one, CEO turnover. I think it's going up. CEO and number two, CEO targeted shareholder activism. And again, we just had that try on acquisition of Janice Henderson. They were shareholders. So they said, we're going to buy this whole thing out. Right. So it's happening out there. Brian Campbell joins us. U.S. Center Leader for Governance and Sustainability at the Commerce Board. Brian, talk to us about CEO turnover. Is it rising?

23:29Paul Sweeney:And if so, why? Sure. I think, Paul, thank you for having me. I think the trend is that it is up and we are seeing definitely more CEO transition, transition, partially driven by what may have been longer delayed CEO transitions. When you think back to the pandemic and the volatility since then, you know, companies kept people in positions for longer. And I think that coupled with regular transition is showing a spike.

23:57Scarlet Fu:So making up for some lost time, which makes sense. Where do we see this happening the most? Are they big companies, smaller companies, companies that are lagging behind in terms of performance? And if so, by what metrics are we looking at performance?

24:10Paul Sweeney:Sure. Thank you, Squalid. I think what we're noticing is a trend that's across the board and, in fact, higher, a spike in well-performing companies as opposed to just poor-performing companies. So I think that's the news part of this, the takeaway. And then I think what you're also seeing is we would view this as a shift in corporate governance, more of a proactive approach at the board level.

24:32Ira Jersey:Female CEOs are twice more likely to be targeted by activists. Wow. What's the data show there?

24:38Paul Sweeney:Well, I think what we're seeing is that twice as likely to be targeted would be reflective of what the data shows. And then from the market's perspective, it's possible that activists are targeting women CEOs because they're more likely to cooperate, may play into other stereotypes. But definitely the trend so high that it is notable.

25:01Scarlet Fu:Well, I guess one exception to that is what's happening over at Lululemon, right? Because Elliott has a stake in Lululemon and it has now become the biggest shareholder in that company. Calvin McDonald, the male CEO, is on his way out at the end of January and they're eyeing the former CFO, Ralph Lauren, who is a woman.

25:18Ira Jersey:Yeah. All right. We'll see. So CEOs, when I look for a CEO, if I'm the board, do I prefer an internal candidate or an external candidate? And is that changing?

25:30Paul Sweeney:Historically, it was an internal focus. We are seeing a shift toward external. And I think that just layers into where we are from a volatility standpoint in the markets generally and what companies are facing between the economy, inflation and activist activity.

25:47Scarlet Fu:Brian, what skill set is most valuable for a board right now when they're looking at a new CEO? I would imagine that during the pandemic, you wanted someone who is very familiar with supply chain logistics. And even so, in the era of tariffs under Trump 2.0, that would be something that's really, really important. But have we seen certain skill sets become kind of paramount and then others become less important?

26:09Paul Sweeney:Sure. I think the skills matrix that a board focuses on when looking at potential candidates has certainly shifted. Crisis management is a key skill set that has to be present in the current environment. the ability to adapt and be flexible in spite of moving targets. And that was not necessarily the case a decade or so ago.

26:29Scarlet Fu:And DEI, that no longer matters? Or is it still there in the background?

26:33Paul Sweeney:We would say it's definitely relevant, but not as prominent as it was. And companies are not speaking about it quite as affirmatively as they were in the last few years. That didn't last very long.

26:44Scarlet Fu:How long did it last for, like a year or two?

26:46Ira Jersey:I don't know. It didn't seem like a flash. There you go. So talk to us about compensation. What's the latest on CEO compensation? Because a lot of folks feel like the stock-based compensation wall of the lines, the CEO with the longer-term growth, they tend to set targets that are kind of short-term. If you meet this earnings or this cash flow, this revenue, boom, you get this monster stock award. But that's always been the case, I guess.

27:07Paul Sweeney:Sure. I think what you're seeing there are boards focused on their own accountability. They're under pressure to drive performance, and they need the CEO tied into that. So certainly when you talk about the activist side of it, you've got the Lululemon piece. But then when you think about traditional board orchestrations of CEO roles, you know, recently Coca-Cola announced that in March they're going to have a new CEO, Henrik Braun, who's coming in with 30 years of experience. This is part of an orchestrated change. So definitely new opportunities within structuring and governance. And then I think the compensation package there is more tuned into the longer term performance at the company versus maybe an external candidate where there's a comp package that lures them to the company.

27:51Scarlet Fu:Brian, I'm sure you guys have done this CEO's report, this research report a couple of times now. What surprises you the most in this latest edition? What did you not anticipate?

28:02Paul Sweeney:I think what we're seeing in the background, and we're certainly hearing it from the members of the conference board anecdotally, is the shift in corporate governance to a strategic orchestrated CEO succession plan. So that's new. I think the CEO seat has always been a, quote unquote, potential hot seat, but definitely more so orchestrated planning, boards being accountable and trying to plan that succession. And then also including CEOs on the exit, keeping them on the board to continue that institutional knowledge. So opportunity there as well.

28:35Scarlet Fu:So it used to be they would, when they were out as CEO, they were just gone from the board completely and persona non grata.

28:41Paul Sweeney:Right. And I think it's part of that strategic building of a continuity plan that will continue to perpetuate the institutional knowledge and keep some help for the new CEO transitioning into the role.

28:54Ira Jersey:How about succession planning for a CEO these days? Because, you know, I followed for a long time the Walt Disney Company and they had a great succession plan in place until the CEO blew it up at the last moment. And now it's been 10 years and kind of screwing around with Mr.

29:08Paul Sweeney:Iger. How important is succession planning? It's critical these days. And I think what happens now is you've got pipelines of potential candidates, internal and external, which is new. And then also being able to transition in case somebody who is in the wings waiting for an opportunity decides that they're going to leave and take an opportunity elsewhere. Companies need to be flexible. Boards need to be adaptable.

29:32Scarlet Fu:Well, Paul, to your point, now they have James Gorman, the former CEO and chairman of Morgan Stanley, leading the succession planning over at Disney because he himself had done such a good job planning for his succession at Morgan Stanley.

29:44Ira Jersey:Yeah. Unfortunately, they lost two, at least two, maybe three serious outstanding executives. And some time. A lot of time, yeah. But I guess if you poll Disney shareholders, they'll be like, hey, Bob can stay in his office as long as he wants. That's how good he is, how good we believe him to be. What's the big thing that CEOs need to be focusing on these days? Is it simply shareholder, maximizing shareholder value or stakeholder value?

30:07Paul Sweeney:I think that's a critical aspect of it. That will always be there. At the end of the day, though, I think it is building out that more robust skill set toward flexibility, adaptability, crisis management. The current volatility that we're seeing out there, I think, is the new normal. So CEOs need to adapt. All right. Very good. Brian Campbell, U.S.

30:25Ira Jersey:Center Leader for Governor and Census Sustainability at the conference board here.

30:29Scarlet Fu:This is the Bloomberg Intelligence Podcast, available on Apple, Spotify, and anywhere else you get your podcasts. Listen live each weekday, 10 a.m. to noon Eastern on Bloomberg.com, the iHeartRadio app, TuneIn, and the Bloomberg Business app. You can also watch us live every weekday on YouTube and always on the Bloomberg Terminal.

30:56Paul Sweeney:I'm Carol Masser. And I'm Tim Stenevec, inviting you to join us for the Bloomberg Business Week Daily Podcast.

31:02Scarlet Fu:Now, every day we are bringing you reporting from the magazine that helps global leaders stay ahead.

31:07Paul Sweeney:We've got insight on the people, the companies and trends that are shaping today's complex economy.

31:11Scarlet Fu:That's right, Tim. We're all over global business, finance, tech news, all as it is happening in real time. And we've got complete coverage of the U.S. market close. Gotta say, basically, if it impacts financial markets, if it impacts companies, if it's impacting trends and narratives that are out there, we are on it.

31:26Paul Sweeney:We also have a lot of fun doing it. Bloomberg Business Week also brings you the analysis behind the headlines through conversations with our expert guests.

31:34Scarlet Fu:And we are doing this all live each weekday. And then we bring you the best analysis in our daily podcast.

31:39Paul Sweeney:Search for Bloomberg Business Week on YouTube, Apple, Spotify, or anywhere else you listen.

31:43Scarlet Fu:Check it out on your way home from work to catch up on the conversations that you miss during the business day.

31:48Paul Sweeney:And on the weekend, check it out for a complete wrap-up of your business week.

31:52Scarlet Fu:That's the Bloomberg Business Week daily podcast. I'm Carol Masser. And I'm Tim Stanovic. Subscribe today wherever you get your podcasts.

From the publisher

Watch Scarlet and Paul LIVE every day on YouTube: http://bit.ly/3vTiACF.

Bloomberg Intelligence hosted by Paul Sweeney and Scarlet Fu

-Stephen Flynn, Bloomberg Intelligence Senior Credit Analyst, discusses Larry Ellison throwing his personal fortune behind Paramount Skydance Corp.’s bid for Warner Bros. Discovery Inc., raising the stakes in a fiercely contested battle with Netflix Inc.

-Ira Jersey, Bloomberg Intelligence Chief US Interest Rate Strategist, says that heading into the new year, the Federal Reserve may be about to pause interest-rate reductions to give it more time to assess additional data and to determine the next policy path now that rates are "within a range of plausible estimates of neutral" as Chair Jerome Powell said. 

-Jody Lurie, Bloomberg Intelligence Credit Analyst, discusses why cruise lines may edge out theme parks on 2026 cash-flow growth

-Brian Campbell, Leader of The Conference Board’s Governance & Sustainability Center discusses on new research on CEO turnover/firings, along with activist campaigns targeting CEOs 

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