Boardroom Governance with Evan Epstein

Mason Morfit: We Can Bring Peripheral Vision to the Boardroom.

Episode Summary

In this episode, I talk with Mason Morfit, the CEO and CIO of ValueAct Capital, a San Francisco-based activist fund that manages more than $16 Billion on behalf of some of the world's largest institutional investors. Mason is an experienced activist investor and has served on multiple public company boards, including Microsoft, Valeant, Advanced Medical Optics, C.R. Bard, Immucor, MSD Performance and Solexa. In this podcast we discuss the investment thesis of his firm, transactional vs transformational shareholder activism, the evolution of boardroom governance in the U.S., ESG and sustainability, investing in the UK and Japan, and more. If you like this show, please consider subscribing, leaving a review or sharing this podcast on social media. You can find all the show notes on the website boardroom-governance.com and please feel free to subscribe to the Boardroom Governance Newsletter at evanepstein.substack.com

Episode Notes

(0:00) Intro

(1:17) Start of interview 

(1:58) Mason's "origin story" 

(2:51) His start with ValueAct Capital (2001-Present) "A lot of what we do at ValueAct is invite ourselves to the dinner party."

(6:20) The history of ValueAct Capital and its investment thesis.  

  1. How he met Jeffrey Ubben (founder of the firm).
  2. The impact of the corporate scandals in the early 2000s and the Martha Stewart story.
  3. Building a reputation as long term thinkers with board members that add value, plus network.

(11:21) How they built their "board toolkit" for each function of the board with lessons learned from their board experience (starting ~2010s) 

(12:49) "Our thesis is different to other activist investors who have built their businesses upon campaigns of intimidation, litigation and electioneering" 

(14:01) Framing ValueAct's activism style within the historical arch of shareholder activism. 

  1. "Engineers think in terms of optimization and equations, lawyers think in terms of rules, and liberal arts people think in terms of psychology, sociology, literature, etc - I think you need to take into account these three types of thinking for problems [involving corporations}"
  2. What happened after SOX (2002) was that the zeitgeist for boardrooms changed in terms of openness to receiving outside opinions.

(15:56) The Say on Pay (2011) rules forced greater interaction between directors and shareholders. 

(18:00) His thoughts on "systematic" boardroom design issues: "we should all have empathy for independent directors, because they're entrusted to make the most consequential decisions around the corporation and yet [they do it part-time and generally lack information]. It's a tough job to do." "We can bring "peripheral" vision to the boardroom, which is supplemental to what the board sees through their own hierarchy." 

(20:11) The problem with board committee structures and their independent consultants/advisors: "it drives to the balkanization of work." "There is an under-investment in terms of time devoted to strategy [in the boardroom]" 

(23:33) "Thinking like an investor with an investment thesis is a very crystallizing thought exercise. It will lead you to have a point of view about what the strategy should be." "It's an important ingredient to being a good director." 

(24:51) How should boards approach strategy, and why the job of the director is so hard (i.e. lack of time and information) 

(27:49) How does he respond to criticism of activist investors as a class  "some of these criticisms are fair."  He thinks that it's important to note that shareholder activism (during his career) has had two big bubbles that popped:

  1. Surge of activism after SOX, popping after the financial crisis because they didn't perform very well.
  2. Resurgence after credit crisis, popping in the mid 2010s.

(29:50) How advisors (lawyers, bankers, and others) impacted the activism landscape  "activist vulnerability assessments"

(30:45) How he distinguishes transactional vs transformational activism 

  1. Transactional: Traditional break-up, recap and selling of companies.
  2. Transformational: reimagining the value proposition of the product of the company. Best in class people and operational performance. It requires a lot more work (they started this practice in the mid-2000s).

(33:16) The mission statement of ValueAct since he took over as CEO is "to be the shareholder of choice for great companies navigating change." Examples:

  1. Adobe, Microsoft (from client service era to cloud era in software industry)
  2. 21st Century Fox (streaming in media companies)
  3. KKR (alternative asset management industry)

(34:46) What he loves about his job 

(35:29) Advice for independent directors: 

  1. Activism is everywhere (not just from activist investors)
  2. Peripheral vision can be helpful, and thinking critically with an investment thesis adds value.
  3. We live in an era of extreme disruption in the economy.
  4. Transformation is a critical journey for every company.

(37:08) His experience as a director at Microsoft

(42:45) His take on the purpose of the corporation, ESG and sustainability

  1. They have observed that the businesses that they invest in have a "license to operate": to be held in high regard by their stakeholders, regulators, media, politicians and other relevant constituencies.
  2. When they invest in a company they spend time with the "citizenship officers" of the company.
  3. Example of investments in financial institutions.

(51:28) The principles by which ValueAct Capital invests: "We have to have a unique insight into every company we invest in that begets a meaningful relationship." (power politics is secondary)

  1. Good ideas pique curiosity, engagement and conversation.
  2. It doesn't matter if the corporation is a controlled corporation (for example, Martha Stewart, KKR, 21st Century Fox are controlled corporations)

(53:39) Their international investments:

  1. UK: Reuters, Misys, Rolls-Royce.
  2. Japan: Olympus, JSR Corporation, Nintendo. "There is a graveyard of activists that have tried to take on Japanese companies at the ballot box and at the courthouse, and that type of high conflict transactional -in your face- approach does not work."

(57:50) How does he see the future of shareholder activism and his recommendations

(59:21) His favorite books: 

  1. Memoirs of the Second World War, by Winston Churchill (1948-53)
  2. The Remains of the Day, by Kazuo Ishiguro (1989)
  3. The World According to Garp, by John Irving (1978)

(01:01:51) His professional mentors: 

  1. Jeff Ubben
  2. Satya Nadella

(01:02:42) His favorite quote: "In the long run, the learn-it-all always beats the know-it-all " (Satya Nadella)

Mason Morfit is a Partner, CEO and CIO of ValueAct Capital and is a member of the firm’s Management Committee. Prior to joining ValueAct Capital at inception, Mr. Morfit worked in equity research for Credit Suisse First Boston’s health care group where he focused on the managed care industry. Mr. Morfit is a member of the Advisory Council for Princeton University’s Woodrow Wilson School of Public and International Affairs and serves on the Board of Directors of the Tipping Point Community. He has a B.A. from Princeton University and is a CFA charterholder.