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  • INTERVIEWER: Hello, everyone.

  • We have a very special guest with us today.

  • He is a graduate of Harvard College

  • and Stanford Graduate School of Business.

  • He has also founded Housatonic Partners,

  • which is a private equity firm with offices in Boston and San

  • Francisco.

  • Interestingly, he has written one

  • of those rare and special books, which

  • has won claim from none other than Warren Buffett and Charlie

  • Munger.

  • The book is called "The Outsiders."

  • And we are thrilled that the author, Mr. William Thorndike,

  • is here with us, in person, today

  • to talk about "The Outsiders."

  • Welcome.

  • WILLIAM THORNDIKE: Thank you, [INAUDIBLE].

  • [APPLAUSE]

  • INTERVIEWER: So I guess to kick it off,

  • why don't you give the audience here

  • and the thousands on YouTube an elevator pitch of the book

  • and what it's all about.

  • WILLIAM THORNDIKE: OK.

  • Great.

  • So I think the best analogy for the book is duplicate bridge.

  • So how many of you play bridge?

  • [LAUGHTER]

  • That's a rather low penetration.

  • That would be zero.

  • So duplicate bridge is an advanced form a bridge in which

  • a group of teams of two show up in a room,

  • they're divided into tables of four, each of which

  • is then dealt the exact same cards

  • in the exact same sequence, minimizing the role of luck.

  • Then at the end of the evening, the team with the most points

  • wins.

  • So I would contend, over long periods of time,

  • within an industry, it's duplicate bridge.

  • So if one company materially outperforms the peer group,

  • that's worthy of study.

  • So the eight companies and CEOs profiled in the book, they each

  • fit that pattern.

  • They had to meet two tests.

  • The first was an absolute test.

  • They had to have better performance relative to the S&P

  • than Jack Welch had during his tenure at GE.

  • And then the second test was a relative test.

  • They had to materially outperformed the peer group.

  • And so if you look across that group of eight, seven men

  • and one woman, by definition, they

  • had to do things differently than the peers.

  • But it turned out that the specific actions that they

  • took, the things that they did, were remarkably similar

  • across the eight.

  • So they competed in a wide variety of industries,

  • ranging from manufacturing, to defense, to consumer products,

  • to financial services, and across very different market

  • cycles, but the specific actions they took

  • were remarkably similar to each other.

  • And the primary area of overlap was in the area

  • of capital allocation.

  • And so I think the easiest framework for thinking

  • about capital allocation is that to be a successful CEO,

  • over long periods of time, you need

  • to do two things well-- you need to optimize

  • the profits of the business you're running

  • and you then need to invest or allocate those profits.

  • And again, I think the framework for that

  • is there only three ways that business can raise capital

  • to invest.

  • It can cap it's internal cash flow, it can raise debt,

  • or it can issue equity.

  • And then there are only five things

  • you can do with that capital.

  • So you can invest in your existing operations,

  • you can buy other companies, you can pay down debt,

  • you could pay a dividend, and you

  • could repurchase your shares.

  • That's it.

  • So over long periods of time, the decisions

  • CEOs make across those alternatives

  • have an enormous impact on per share values.

  • So if you took two companies with identical operating

  • results, same level of revenue and the same level

  • of profitability, and two different approaches to capital

  • allocation, over long periods of time,

  • they drive two very different per share outcomes

  • for their share holders.

  • Second piece is that if you looked at this group of eight,

  • they fit an interesting sort of personal profile.

  • So all eight were first time CEOs.

  • So very surprising finding.

  • Over half were under 40 when they got the job,

  • only two had MBAs, four had engineering degrees.

  • And as a group, if you were reaching for adjectives

  • to sort of try to describe them, you

  • would not use the traditional, CEO adjectives of charismatic,

  • strategic, and visionary.

  • Instead, you'd use other adjectives

  • like pragmatic, flexible, opportunistic, dispassionate,

  • rational, analytical.

  • Words like that.

  • So they fit a slightly different profile.

  • So I'll stop there, but that's a bit

  • of an overview of some of the themes in the book.

  • INTERVIEWER: William, picking up on how

  • you describe their personality.

  • You're saying you would not associate it

  • with charisma and so on.

  • You also mentioned, early on, Jack Welch,

  • who's arguably one of the most celebrated CEOs in business

  • history.

  • But I remember reading in your book, and correct me,

  • if I'm mistaken, you say that Jack Welch does not even

  • belong to the same zip code as Henry Singleton, who

  • is one of the CEOs profiled in your book.

  • Can you say more about that?

  • WILLIAM THORNDIKE: I mean, Jack Welch was a great CEO.

  • Period.

  • And it's the reason that he was the benchmark used

  • as one of the two tests for selecting

  • the eight for the book.

  • But if you look at his-- so his returns are extraordinary.

  • He ran GE for 20 years and he averaged

  • about a 20% compound annual return

  • across that period of time, which is extraordinary.

  • However, his tenure coincided with a record bull market run

  • and a broader stock markets.

  • So I think really the way to frame

  • that is, how did he perform relative to the broader market?

  • And he meaningfully outperformed the market.

  • 3.3 times the S&P over the time he was there.

  • But if you look at that metric, relative performance compared

  • to the S&P across a CEOs tenure, I

  • think these eight materially outperformed Welch.

  • And Singleton is an interesting case

  • because he's got such an interesting background.

  • We could spend more time on him.

  • But he, by that same metric, outperformed the S&P

  • by 12-fold over a much longer, nearly 30 year tenure

  • at a company called Teledyne.

  • INTERVIEWER: I want to maybe pause on Singleton for a second

  • before we move on because you said that he was not just

  • a pioneer in stock buybacks, he was much more than that

  • because he sort of built a framework

  • in thinking about them.

  • And later on, in your book, you also

  • mention the straw buyback approach versus sucking hose

  • buyback approach.

  • Can you share more on that with us?

  • WILLIAM THORNDIKE: So I'll give you a little background

  • on Singleton first.

  • INTERVIEWER: Yes.

  • Sure.

  • WILLIAM THORNDIKE: So Singleton is a very interesting case

  • and I think it would resonate particularly with this audience

  • because he had advanced math background.

  • So he was an undergraduate, earned his Masters and PH.D.

  • in electrical engineering from MIT.

  • While at MIT for his PH.D. dissertation,

  • he programmed the first computer at MIT.

  • So when he was 23 years old, he won

  • an award called The Putnam Medal, which

  • is awarded to the top mathematician in the country.

  • So he's very capable, competent, mathematician, engineer.

  • He designed an inertial guidance system

  • that is still in use in commercial and military air

  • crafts.

  • So he had this extraordinary career before he became a CEO.

  • And during the 60s, and 70s, and end of the 80s,

  • he ran a conglomerate called Teledyne.

  • And what's interesting about Singleton--

  • and he had extraordinary returns in doing that,

  • but what's interesting is the range he

  • showed as a capital allocator.

  • So for the first 10 years, he ran Teledyne.

  • Conglomerates were sort of the social media

  • companies of their day.

  • They traded extremely high P/Es.

  • And so Singleton used the inexpensive currency

  • of his high PE stock to buy 130 companies.

  • So he was an active issuer of shares.

  • At the very end of the decade, 1969,

  • a couple of the larger conglomerates

  • missed earnings dramatically and the entire sector got pounded.

  • So PE multiples came down across the group

  • and Singleton never bought another company.

  • He fired his business development team,

  • the group that was going out and finding acquisitions for him.

  • Instead, he'd focused on optimizing his existing

  • businesses and then he began a pioneering program

  • of repurchasing his shares.

  • And over the next dozen years, he

  • repurchased 90% of his shares outstanding.

  • So he showed this amazing to sort

  • of pivot it as the opportunities presented themselves

  • and the result was this extraordinary return over a 28

  • year period at the helm.

  • So that didn't answer.

  • So buyback.

  • So in that second period, the last dozen

  • years when he bought in 90% of his shares,

  • he had an approach to that that is wildly

  • different than the way most public companies repurchase

  • shares today.

  • Corporate America, as a group, is a completely ineffective

  • repurchaser of its shares.

  • So last year, 2014, corporate America

  • set the record for most capital allocated to share buybacks

  • and they exceeded the record that was set before,

  • in October of 2007.

  • So the absolute trough for buyback volume

  • by corporate America was in the first quarter of 2009.

  • So corporate America, as a group,

  • has a perfect record of buying high and effectively

  • selling low.

  • And not surprisingly, the returns aren't great.

  • And if you look at the way buybacks are typically

  • implemented in public companies in the US, it's not surprising.

  • So the typical way that works is the board

  • will authorize an amount of capital

  • that can be deployed for repurchasing shares.

  • And that will then be implemented

  • in even, quarterly increments, usually designed

  • to offset option grants.

  • So there's very little net shrink of the share base.

  • And not surprisingly, that approach rarely

  • produces interesting returns.

  • If you look at what Singleton did

  • and what the other CEOs in the book

  • did when they repurchased shares,

  • it was a very, very different approach.

  • They went long periods of time without doing anything

  • and then they would repurchase large chunks of stock

  • when they felt it was inexpensive.

  • Singleton did that through tender offers,

  • which is unusual, but that was his method.

  • Most of the others in the book used open market purchases,

  • but, in any case, a very different approach.

  • INTERVIEWER: Similarly, everyone looks at Berkshire Hathaway

  • over the years.

  • A lot of acquisitions have happened

  • when the price to book ratio was two or above.

  • And the few buybacks that have happened,

  • have happened at lower valuations.

  • So the question is, these outsider CEOs,

  • they're all sort of following the similar framework of doing

  • buybacks or issuing stock managers,

  • increasing the intrinsic value for their shareholders.

  • But it doesn't sound like a very difficult thing to understand,

  • it sounds like a very simple thing.

  • And yet it's simple, but hard since you

  • said most of the corporate America is not doing that.

  • I want to get to know your thoughts on why that does not

  • happen more often.

  • WILLIAM THORNDIKE: Yes.

  • So it's this distinction Buffett has between something that's

  • simple, simple to understand, versus easy, easy to actually

  • implement or do.

  • I think you guys are old enough to remember the late '08 early

  • '09 period after Lehman Brothers failed.

  • Do you remember that period?

  • So that was a legitimately scary period.

  • And the stock market fell dramatically,

  • but there were active scenarios for the financial system going

  • into sort of a freeze.

  • Falling off a cliff was the analogy that was used.

  • And so corporate America, as a group,

  • reacted in a way that's not irrational to that.

  • They generally focused on paying down debt and husbanding

  • resources, given the uncertainty.

  • So not irrational at all.

  • But if you looked at the two outsiders CEOs, the two CEOs

  • from the book who are still active during that period

  • of time, their actions were entirely different

  • than that pattern.

  • And so the two CEOs that were still active

  • are Warren Buffett, at Berkshire Hathaway,

  • and a guy named John Malone, who runs

  • a complex of companies centered now around Liberty Media.

  • And for both of them, the 18 to 24 months

  • following the fall of Lehman was the most active period

  • in their career.

  • So while the rest of corporate America

  • was husbanding resources, and sort

  • of standing by the sidelines, and healing balance sheet,

  • they were aggressively deploying capital, buying companies,

  • repurchasing shares.

  • But that's easy to intellectually understand,

  • but it requires a certain temperament

  • to be able to actually implemented it

  • in the heat of really difficult times.

  • INTERVIEWER: Sure.

  • So picking up on what you said about John Malone.

  • And reading your book, I noticed this trend

  • with the [INAUDIBLE] and Tom Murphy

  • as well, where there was this idea of roll ups,

  • acquiring companies and then sort of improvising

  • their operating metrics.

  • And less in Tom Murphy's case, but more in John Malone's case,

  • debt has had to play a significant role.

  • My question to you is-- when the whole sector, media, was doing

  • well and you see a long runway, maybe one

  • can look at that and the long term value

  • it will bring to shareholders.

  • But do you think the same sort of philosophy,

  • and the same sort of valuations, and the same perspective

  • towards debt would make sense today when a lot of things

  • of changing in media for example?

  • WILLIAM THORNDIKE: I think that's a very good question.

  • With the exception of Warren Buffet,

  • although we can come back and talk about that,

  • all the CEOs in the book were users of debt

  • in some form or fashion.

  • Some of them quite aggressively.

  • But their use of debt and their degree

  • of aggressiveness in deploying debt,

  • was very much related to the underlying predictability

  • of their business models.

  • So the most active user of debt, by a wide margin in the book,

  • was John Malone.

  • But John Malone, over the course of the time that the book focus

  • on, was focused in the US cable industry

  • before the advent of satellite delivery of program.

  • So effectively, a regulated monopoly business

  • with very predictable, recurring revenues.

  • Utility like recurring revenues.

  • So Malone recognized that predictability.

  • So as an example, you could go back

  • and trace the severe economic downturns

  • while Malone was running TCI.

  • Cable subscribers grew throughout all of them

  • over his tenure.

  • So he's a bit of a different case

  • than Capital Cities, which was focused

  • on advertising supported media.

  • So their largest cash flow source

  • was TV stations at a time when network TV was much more

  • dominant than it is now.

  • I think, today, it's a very different situation.

  • And so, always, your lens, I think,

  • in using leverage has to be-- you

  • have to have a degree of confidence in your projections

  • for cash flows going forward, even

  • in times of economic stress.

  • And then you need to have an appropriate amount of leverage

  • for that perspective, that set of projections.

  • And so now you, I think, have a much harder time getting

  • comfortable with the sort of leverage

  • that Capital Cities used, occasionally,

  • to fund acquisitions for those sorts of businesses.

  • Today, it wouldn't sense.

  • INTERVIEWER: So you're basically saying

  • that what happened in hindsight, it's

  • the framework and principles that have to remain consistent,

  • it's not those specific actions that need to repeat themselves.

  • WILLIAM THORNDIKE: Exactly.

  • That's a fair characterization.

  • INTERVIEWER: So that leads me to my next question, which

  • is not only were these outsiders CEOs themselves, contrarians,

  • and they did remarkably well for their shareholders,

  • but along the way, that also, as you write in your book,

  • created a diaspora of alumni from these.

  • Can you talk more about that, and how you think about that,

  • and why that happened?

  • WILLIAM THORNDIKE: Yes.

  • So I think there's a bit of an analogy with ducklings.

  • So there's this concept with ducklings

  • that they imprint on the first thing

  • that they see when they're born, which, the vast majority

  • of the time, is their mother.

  • And they then follow that.

  • But every now and then, you'll read stories of a duckling

  • is born and a young girl happens to walk between the duckling

  • and the mother.

  • And the duckling will imprint on the mother

  • and follow her around.

  • So I think in business, there's a similar phenomenon where

  • people are unduly influenced by early mentors.

  • I should say disproportionately influenced by early mentors.

  • And so these companies had very strong cultures and people who

  • grew up in those cultures were sort of

  • indoctrinated into these frameworks,

  • these ways of thinking about capital allocation.

  • And those who subsequently left to run other businesses,

  • brought those frameworks with them.

  • And as an investor, it was a very productive thing,

  • to follow the alumni.

  • INTERVIEWER: So what are some names to that?

  • WILLIAM THORNDIKE: There's a company called General Cinema,

  • the only Boston based company.

  • I'm from Boston, so the only one for my local area.

  • The former CFO went to run an electric utility

  • in the Northeast, a totally different business,

  • and had extraordinary returns doing that, but in a very

  • different setting.

  • There are numerous along alumni who came out of Capital Cities

  • and went to run other businesses.

  • INTERVIEWER: Bob Iger.

  • WILLIAM THORNDIKE: The best known of which,

  • right now, is the current CEO of Disney Bob Iger.

  • He's a Capital Cities alum and is actually

  • still very close to Tom Murphy.

  • Tom Murphy, who's now in his early 90s,

  • is still an active mentor for Iger at Disney.

  • So it'd be any number of examples of that.

  • So that's a pattern that's definitely

  • proven to be fruitful over time for investors.

  • INTERVIEWER: So on that theme, if you take,

  • say, Danaher, as an example.

  • Even if it's an outsider CEO, but they find a company

  • that might be subjective to cyclical headwinds.

  • So I'm thinking of Colfax in my mind right now.

  • WILLIAM THORNDIKE: Yeah, yeah, yeah.

  • INTERVIEWER: Would it be fair to just pay a high multiple

  • or pay a high valuation even in a cyclical industry,

  • but generally, an outsider CEO.

  • So how should investors think about valuations

  • along with the characteristics of the industry

  • and the management?

  • WILLIAM THORNDIKE: Yes.

  • So interestingly, it would be logical to expect

  • that capital allocation ability would trade at a premium,

  • but it's interesting.

  • If you look at the actual data, often it doesn't.

  • And I think there are a couple reasons for that.

  • One is, this approach to thinking

  • about capital allocation, one of the hallmarks of it

  • is a focus on minimizing taxes.

  • Over long periods of time, optimizing around taxes

  • can have an enormous impact on shareholder value,

  • but optimizing around taxes often

  • correlates with complexity.

  • So it often makes those businesses harder

  • to understand.

  • Also, these CEOs generally did not spend a lot of time

  • on investor relations.

  • They didn't view that as a good use of their time.

  • So the combination of complex structures, use of leverage,

  • and not a lot of time explaining results to Wall Street,

  • occasionally produces inefficiency, even

  • in the best capital allocators.

  • [INAUDIBLE] and I were talking before about how

  • this would be true as recently as 2012 in the Berkshire

  • Hathaway stock.

  • And there would be other examples.

  • Colfax is an interesting case because it's a mini me, so

  • to speak, of Danaher, which is run by the Rales

  • brothers, Mitch and Steven Rales,

  • who have just an extraordinary record.

  • Clearly an outsider group, they're sort of

  • starting over again with a very similar approach

  • in this company Colfax.

  • The initial acquisitions there are in industrial businesses

  • which are cyclical.

  • And Colfax, in particular, has faced

  • sort of a perfect storm of issues

  • in some of their end markets and the stock as reacted

  • accordingly.

  • And so I think it's an interesting time

  • to be looking at a business like Colfax--

  • run by a proven outsider team like that

  • after the stock has been hit hard for what may or may not

  • be one time reasons.

  • I don't have a point of view.

  • But I would be studying it, if I was focused, full time,

  • on the public markets.

  • I think it's an interesting potential situation.

  • INTERVIEWER: Thanks.

  • And Will, I remember, your book, in one

  • of the first few chapters, profiled a CEO,

  • who, very soon after joining, shrunk the company

  • by about half.

  • They lost rights to their company jet

  • and they sold one of the biggest divisions of the company.

  • And yet you profile this person as one of the most successful

  • CEOs ever.

  • Can you share with us your thinking

  • around that a little bit more for the benefit

  • of the audience?

  • WILLIAM THORNDIKE: Yes.

  • So that CEO is a guy named Bill Anders.

  • He's interesting because he has an unusual background.

  • So he was trained as an engineer, also,

  • he was then a test pilot in the Navy, and an astronaut.

  • And he flew an Apollo mission.

  • And, in fact, there's a very famous picture

  • that I'm sure you've all seen of the Earth from space.

  • It's sort of this iconic image from the 1960s.

  • And Anders actually took that picture

  • out the window of the Apollo capsule.

  • So he had this interesting career.

  • He didn't enter the private sector until is mid 40s

  • and then he went to work at GE.

  • He went through the GE training program,

  • was a contemporary of contemporary Welch's, and then

  • he was eventually hired to run a defense oriented conglomerate

  • called General Dynamics.

  • And he was hired to run General Dynamics in the 12

  • months following the fall of the Berlin Wall.

  • So fall of the Berlin Wall the early 1990s

  • threw the entire defense industry into chaos.

  • The traditional model of building a large weapon systems

  • to deter a Soviet threat was, all of a sudden,

  • out the window.

  • So very unclear what those businesses

  • are going to look like.

  • And Anders came in and did a fair amount of analytical work,

  • working with Bain & Company actually,

  • and determined that defense businesses,

  • to survive and thrive in this new environment,

  • were going to have to either build on market leading

  • positions or sell businesses that did not

  • have market leading positions.

  • So he began to aggressively divest those businesses that

  • had weaker positions.

  • So he ended up selling off a large chunk of the company.

  • He then went out to try to build around the company's

  • core franchises, one of which was its fighter plane business.

  • So General Dynamics made the F15, which is a long time--

  • and he went to the number two player

  • in that market, Lockheed, to see if you

  • could buy Lockheed's business.

  • And he went to sit down with the Lockheed CEO.

  • And the Lockheed CEO says, we're not for sale,

  • but we'd love to buy your business.

  • We'll pay you.

  • And he named an extraordinary price.

  • And Anders, without blinking an eye,

  • moved forward to sell their largest business

  • because he just saw that there was no-- he had done

  • all the math, all the work.

  • He knew, exactly, what the cash generated by that business

  • would look like.

  • And when he was paid enough of a premium,

  • he was willing to sell it.

  • And so he end selling that business.

  • So the company, at the end of this series of divestitures,

  • was less than half its size.

  • And meanwhile, he'd been optimizing the businesses,

  • so he generated enormous cash from improved operations

  • and from these assets sales.

  • And he then did two interesting things.

  • He had a very savvy tax adviser who

  • helped him design a series of special dividends

  • that were characterized as return of capital.

  • So they were shielded from any capital gains tax

  • so that he was able to distribute a lot of proceeds

  • directly out to shareholders in a tax advantaged fashion.

  • And he used the balance of the excess cash

  • to repurchase 30% of shares.

  • So the net of all that was just extraordinary value creation

  • for the shareholders, but in a situation

  • where the company itself, by any metric, revenues, cash flow,

  • employees, shrunk very dramatically.

  • So it's an interesting case.

  • INTERVIEWER: I want you to say more

  • about that from an institutional imperative point of view.

  • CEOs generally want their company revenues

  • to grow, they want their own influence to grow,

  • they want to have a good sort of corporate office, and so on.

  • And here's someone sort of doing that in the opposite direction

  • almost, at the surface level.

  • And this is a theme that I find comes up

  • again and again in your book.

  • Tom Murphy left a prestigious job

  • to go and start a radio station.

  • He had no experience there.

  • Warren Buffett, himself, he left Wharton to study

  • in The University of Nebraska.

  • And one could argue that a lot of what Singleton did also

  • seemed counter intuitive.

  • So there's a contrarian, almost rebellious streak

  • that one sort of senses in these CEOs.

  • What do you think gives them the strength

  • to act the way they do?

  • WILLIAM THORNDIKE: It's a good question.

  • So the word I would use to characterize

  • that sort of strain of independence is iconoclastic.

  • So these guys were iconoclasts.

  • They were intentionally-- comfortable

  • doing things different than the peer group.

  • And what drove their confidence, their ability

  • to have these contrary positions,

  • was that it was rooted in deep, analytically based conviction.

  • So as a group, the group is very quantitatively oriented.

  • As I said, four engineers, two MBAs.

  • They did their own analytical work

  • around major corporate decisions,

  • including acquisitions and buybacks.

  • They did not rely on an internal finance

  • team or external advisers, bankers, and consultants.

  • And they were solving for the problem of value per share.

  • They were very, very focused on optimizing value per share.

  • And so, occasionally, that mindset

  • would give them conviction around some sort of an action.

  • It could be stock repurchase, a large acquisition,

  • or a large divestiture.

  • And when they had that, they were

  • prepared to move forward because they, themselves,

  • had the conviction coming out of their own thinking,

  • their own work.

  • INTERVIEWER: Sure.

  • Thanks.

  • And finally, I'm sure the question

  • about who are the modern outsider CEOs

  • is going to come up.

  • So I'm going to pause myself on that

  • and it'll come up during our discussion.

  • But before we open it up to the audience, I wanted to ask you,

  • if you look at a CEO who wants to improve

  • the intrinsic value per share, but let's say their horizon

  • of doing this is not a few years,

  • but maybe decades or even centuries.

  • And I'm thinking of someone like Jeff Bezos.

  • A comment that's been attributed to him

  • is he's sort of said your margin is my lunch.

  • How does one think about a CEO like that

  • in the context of outsiders?

  • WILLIAM THORNDIKE: Yes.

  • So I think a common trait across this whole group

  • was optimizing for long term value per share.

  • I should have emphasized that, [INAUDIBLE].

  • That's very true.

  • Long term, I would define in the context of sort of from today

  • looking forward three to five years.

  • I think that's really kind of the visible business future.

  • I think decades and centuries is harder, at least

  • in most businesses.

  • Particularly in your business, it

  • would be hard to look out that far

  • and make decisions accordingly, I think,

  • in most of your business lines.

  • So I think that's a more realistic time frame.

  • I think Amazon is a fascinating case

  • and Bezos is a fascinating case.

  • So if you said-- So you guys have an exceptional business.

  • It's been extraordinarily well lead.

  • But if I was put on the spot and asked to name an outsider

  • CEO among the traditional-- the technology CEOs in the last 25

  • years, Bezos would be the first choice for me.

  • And it would be because-- and I can't

  • say that I've studied the company in great detail,

  • but I have read annual reports.

  • And I believe he's optimizing for per share values

  • 5 to 10 years out.

  • And he can afford that time frame

  • because he owns such a large percentage of the company

  • himself.

  • So he has the ability to tune out the noise

  • by virtue of having so much ownership

  • concentrated his own hands.

  • So I think he's an interesting case.

  • INTERVIEWER: And who are the other CEOs

  • in today's market or today's businesses that seem

  • like the outsider CEOs to you?

  • WILLIAM THORNDIKE: So you mentioned the Rales brothers

  • at Danaher and Colfax.

  • I think they very definitely fit the model.

  • There's a wonderful CEO named Nick Howley who

  • runs a business called TransDigm that focuses on specialized

  • aircraft components.

  • And he's done an extraordinary job building value there.

  • There is a CEO name Mark Leonard who

  • runs a very interesting software business in Canada

  • called Constellation Software using many of these principles.

  • I believe, controversial as it is at the moment,

  • that Mike Pearson at Valeant, although it's still early days,

  • has many of these traits.

  • And this is a very interesting case to watch unfold.

  • There's a reinsurer called Arch Re that

  • runs its business very much along these lines, I think.

  • There are a series of sort of mini Berkshire insurance

  • companies, Markel Insurance, Fairfax,

  • White Mountains, Allegheny.

  • They are built along similar lines.

  • There's a home builder, of all things, called MVR.

  • So I could go on, but there are current, contemporary examples

  • that I think embody these traits very well

  • across a variety of industries.

  • INTERVIEWER: Sure.

  • So maybe along the lines of that,

  • for the individual investor on average,

  • if they are willing to put in the time

  • to study-- additional time than it would take to just invest

  • in an index fund, let's say, what

  • would be your advice in how to approach investing, in general?

  • And from a spin on the outsider's perspective,

  • how could they go on identifying these in foresight

  • rather than hindsight?

  • WILLIAM THORNDIKE: Yes.

  • So I think your first qualifier, [INAUDIBLE], is very important.

  • So I think if you're going to actively manage

  • your own retirement portfolio, you

  • have to be committed to putting in the time to do that.

  • And it has to be something that, intellectually, you

  • enjoy doing because otherwise, you're

  • going to be better off with index fund type solutions,

  • I think, longer term.

  • But if that does fit for you, then I

  • think you have a question around portfolio construction, which

  • is, I think, a very personal, temperamental thing.

  • Are you going to be concentrated or are you

  • going to be diversified?

  • There are sort of arguments for both.

  • So I think those are things that you just

  • have to sort out for yourself with advice

  • from people you respect.

  • As to identifying-- so there are two ways

  • to invest in outsider CEOs.

  • One is to keep a list of the proven outsider CEOs, some

  • of whom we've talked about.

  • And you can start with Buffett and Malone.

  • And then systematically track the value of their stocks

  • and have some parameters around when you might buy it.

  • I mean, Buffett has given you parameters

  • about when he'd by Berkshire, so you can start there.

  • But you guys create algorithms-- if Berkshire is ever

  • trading at 1.2 times, it ought to flash red on your screen,

  • and you ought to put some in your personal account.

  • That's easy.

  • So I think there's some things like that

  • with existing, known outsiders.

  • You ought to have them on a watch list.

  • And as I say, from time to time, they systematically

  • trade at discounts to their peers, crazy as that is.

  • So you ought to be set up to wait for those opportunities.

  • In terms of recognizing new outsider CEOs,

  • I think that's a hard thing to do.

  • I think they need to have been in the seat

  • for at least five years to have enough in the way of actions

  • taken to be able to have a point of view on whether they're

  • really outsiders.

  • So in the first five years, you just

  • don't have enough data to go on.

  • Pearson's right around-- it's interesting,

  • he's right around five years.

  • I think in those five years, the early markers

  • are interestingly qualitative.

  • I think vocabulary means a lot.

  • So I think it's very interesting to hear

  • how a CEO talks about their business

  • or how they write about it in their annual report.

  • And so I think you get extra credit if you use the words per

  • and share consecutively a lot.

  • That's just starting there.

  • If you're optimizing things per share as opposed to just,

  • we're going to grow revenue, we're going to grow profits.

  • Every time someone says that, picking the word-- connection

  • with profits, you'd like to hear them say per share immediately

  • afterwards.

  • Because just growing profits, you

  • can actually destroy lot of value

  • growing the business, growing profits, growing revenues.

  • And I think a focus on the use of the word cash

  • gets extra credit.

  • So people who are optimizing around free cash

  • flow instead of net income.

  • And if people talk about their unit economics

  • and they use words like internal rate of return

  • when they're justifying investment decisions,

  • extra credit, I think.

  • So I think there's some things that you

  • can pick up about-- I'll give you an example.

  • So we invest in the cell tower business,

  • which is an excellent business.

  • And there are two, dominant public companies-- American

  • Tower and Crown Castle.

  • And I have years of going to investment conferences

  • and hearing those two companies present.

  • Both have been great, great stocks

  • over a long period of time.

  • But their approaches to capital allocation

  • and to running their businesses are very different.

  • American Tower is the largest player

  • and, historically, if you sit at one of their presentations,

  • they'll talk about number of towers, revenue,

  • what they call tower cash flow, and EBITDA,

  • which is the use of the metric of cash flow

  • that they talk about.

  • And they've done a great job building their business.

  • If you then sat in on Crown Castle's presentations

  • over time, you'd see that they evolved over time

  • under a CEO who was an engineer at a different metric.

  • And evolved over time, but eventually,

  • they would just say, we're running our business

  • to optimize for one thing and that's recurring

  • free cash flow per share.

  • And so they had moved to a single metric that

  • was differentiated from what others in the industry

  • were doing.

  • And if you really understood the business,

  • you'd see the power of that.

  • Every piece of that would give you

  • an indication of how they would behave if their stock was

  • trading at a high multiple, a low multiple, how they'd

  • think about new builds, how they'd

  • think about acquisitions.

  • So I think you can learn a lot from metrics and vocabulary.

  • INTERVIEWER: And do you think one also

  • has stuff to learn from how they structure their capital

  • allocations structure?

  • For example, becoming a REIT, R-E-I-T, for example,

  • versus not.

  • WILLIAM THORNDIKE: I think so.

  • I think, potentially, yes.

  • Again, I think it comes down to how they talk about that.

  • I think the REIT structure can make a lot of sense,

  • but you'd love to hear them justifying

  • that in quantitative, per share terms.

  • What exactly are the benefits of that

  • for shareholders, longer term?

  • Why is that going to produce higher per share values

  • than a non REIT format?

  • INTERVIEWER: I was hoping you would

  • share your opinion on that.

  • WILLIAM THORNDIKE: I think it varies by industry, honestly.

  • INTERVIEWER: No, in the examples-- American Tower

  • and Crown.

  • WILLIAM THORNDIKE: They're all REITS now,

  • so they've all made that decision.

  • And I think it's a very rational decision

  • for that kind of a business.

  • It wouldn't have been as rational earlier on, when

  • they were growing more rapidly.

  • INTERVIEWER: Because they had to reinvest.

  • WILLIAM THORNDIKE: Yes.

  • It's just the dynamics of those recurring,

  • capital intensive businesses, I think.

  • But I think at this stage, for both of them, that's

  • a very rational decision.

  • INTERVIEWER: Great.

  • So I have a bunch of audience questions for you.

  • WILLIAM THORNDIKE: Great.

  • INTERVIEWER: The first one, you shouldn't be surprised.

  • You're at Google.

  • The question is, how do you think

  • about Larry Page, and Alphabet, and the framework of outsiders?

  • WILLIAM THORNDIKE: Yes.

  • So I admit, I'm a little embarrassed.

  • I don't really know all the details of Alphabet.

  • So I'm very intrigued.

  • Obviously, thinking about Google more generally--

  • it's just an extraordinary company that you guys work for,

  • an extraordinary business.

  • And phenomenal value has been created

  • and I think you guys seem very well positioned

  • in your major business lines going forward.

  • I think the issue for Google is--

  • so I'll give you an analogy.

  • Charlie Munger once wrote about the difference

  • between CBS and Capital Cities in the heyday of the TV station

  • business, 1960s and 70s, when those

  • were basically incredibly profitable,

  • oligopoly businesses.

  • And Capital Cities ran this very lean, frugal, optimizing sort

  • of a structure around those businesses

  • while maintaining leadership positions

  • for its news broadcast.

  • So investing in the product.

  • But CBS divested outside of the core business,

  • it bought The New York Yankees baseball team,

  • it bought a toy business, it built

  • this landmark headquarters building called

  • Black Rock, you can still see it in New York,

  • had a corporate structure with tons of presidents, and vice

  • presidents, and co presidents.

  • And Munger referred to CBS as of prosperity blinded indifference

  • to costs and he contrasted that with-- so

  • I think the issue for Google is, you guys are so incredibly

  • profitable that you don't have to make capital allocation

  • trade offs.

  • You can kind of do it all.

  • You can sort of try things.

  • And so I think the issue is that as the business inevitably

  • matures, all businesses mature, even yours,

  • that may be a decade down the road,

  • will you be able to think analytically

  • about optimizing across a scarcer opportunity set?

  • Because the problem with technology companies,

  • historically, is that they don't stop investing in R&D,

  • even after the returns from those investments

  • are very poor because the founders just

  • have that in their DNA.

  • So I think the test will be for Larry--

  • those investments are still very productive for you guys.

  • The YouTube acquisition was an excellent acquisition.

  • So I think it's early to tell and the conundrum

  • is that there will be challenges posed by your very success

  • today as to whether-- I think we'll learn a lot about Larry

  • in the next decade as capital allocator.

  • He's done an extraordinary job getting the business

  • to this point in time and it will be interesting to see.

  • INTERVIEWER: Sure.

  • So the next question.

  • He wants you to discuss the lack of a control group.

  • Or flipping it around, discussing the survivorship

  • bias displayed in "The Outsiders."

  • WILLIAM THORNDIKE: Yes.

  • The lack of a control group.

  • So is a question that's come up from time to time.

  • And so the question is, are there examples

  • of CEOs who have pursued these strategies and not

  • been successful?

  • Is there a survivorship bias-- they sort of

  • got knocked out early.

  • And the reality is, we weren't able to find any in our work.

  • We weren't able to find any.

  • But listen, I think it's a valid question.

  • What's striking is that-- so one of the investors who

  • I've gotten to know, after the book came out,

  • about working on this project has a high level stats degree.

  • And I raised this question with him

  • and he said it that, for him, the strength of the correlation

  • was such that he was very comfortable with the value

  • of the findings of the data.

  • But I think it's a valid questions.

  • I think it's a valid question.

  • INTERVIEWER: Fair enough.

  • And is there any opportunity for activist

  • investors to motivate non outsider CEOs to behave

  • in an outsider like behavior?

  • WILLIAM THORNDIKE: The short answer is yes, but sort of a

  • qualified yes.

  • I think that activism is very popular at the moment,

  • but there are very different approaches to activism.

  • And the world of activists divides into two camps--

  • those who are sort of optimizing around short term outcomes

  • and those who are more focused on longer term outcomes.

  • So ValueAct and [INAUDIBLE] would

  • be examples of the latter.

  • And there would be plenty examples of the former.

  • And I think that group of activists, the longer term

  • group of activists, has had a very positive impact on capital

  • allocation trends over time.

  • And they have been able to demonstrate

  • that they can come in and, working productively

  • with the management team, make changes that are very

  • beneficial for shareholders.

  • I think the shorter term group, the data is much more mixed.

  • I think it's very dependent on-- and its

  • very dependent on the CEO and the board in any given case.

  • But generally, I think activism is

  • a positive for more rational capital allocation.

  • INTERVIEWER: Sure.

  • And I have to ask for those of us in the room--

  • and actually, you're going to have a much wider audience

  • even on YouTube.

  • For the folks who are not necessarily

  • professional investors, who are not finance majors,

  • but who are maybe students or individual investors--

  • so this is a continuation of my previous question.

  • What is your general advice to them

  • about how to invest and be successful in long term

  • investing horizons?

  • WILLIAM THORNDIKE: Yes.

  • So that's a good question.

  • So I think a lot of it comes back to that

  • question I asked earlier.

  • [INAUDIBLE], you enjoy investing.

  • Intellectually, it's something that obviously is stimulating

  • and engaging for you.

  • That's not true for everybody.

  • So I think if you're going to manage your own account, which

  • is, I think, a wonderful thing to do,

  • you have to really enjoy that activity

  • and be interested in putting in the time to do that well.

  • I think, otherwise, you should look

  • at more passive alternatives for managing your assets.

  • And it's really hard, long term, to beat intelligent indexing.

  • Just from a cost efficiency perspective.

  • The other alternative, which can be indexed investing,

  • is if you can find a very good manager with a very

  • good long term record.

  • And if you can identify a manager like and stick

  • with them, you can earn significant returns over time.

  • It's hard to do that.

  • It's hard to find them.

  • It's hard to stick with them when they under perform

  • because even the best managers will have

  • periods of under performance.

  • And the worst time to leave them is

  • when they're under performing, but every fiber

  • of human instinct is to leave them at that exact juncture.

  • So it's hard to resist that.

  • The third alternative is to manage the account yourself.

  • And that can be the most rewarding,

  • both in terms of returns and personally, but you really

  • have to be wired, I think, in a certain way to want to do that.

  • And people in this room maybe self selected a bit for that.

  • INTERVIEWER: Sure.

  • Any other questions?

  • AUDIENCE: Is there any advice to suggest you hire Madoff?

  • Long term, leading the market.

  • WILLIAM THORNDIKE: Not long enough term, clearly.

  • And I think you need to understand the strategy

  • and make sure it resonates for you.

  • I think there were questions about the strategy there.

  • Lots of sophisticated investors looked at Madoff over the years

  • and didn't participate, so I think

  • there were worrying signals.

  • But that would argue for a portfolio of managers.

  • AUDIENCE: Should I grab a mic or something?

  • AUDIENCE: Or you can just repeat the question.

  • INTERVIEWER: Yes.

  • I'll repeat the question.

  • AUDIENCE: So your work share focuses,

  • very narrowly, on sort of increasing value per share,

  • which is the game as it's played today.

  • I'm just curious on your thoughts--

  • there's a growing amount of people talking

  • and many point at Robert Reich's new book about how it's sort

  • of missing this larger dynamic.

  • That when you focus so narrowly on that,

  • it's caused a lot of political distortions

  • and it's caused a lot rent-seeking behavior

  • in various cases that actually is making capitalism, overall,

  • less efficient.

  • So in some ways, your book could be a handbook

  • for driving the helm in the fast lane, if you by that argument.

  • I'm just kind of curious of how you think about that larger

  • balancing act and what responsibility, if any,

  • those CEOs should be taking about that?

  • AUDIENCE: It was loud.

  • You don't need to repeat it.

  • INTERVIEWER: Great.

  • WILLIAM THORNDIKE: So first of all, I

  • think that's a great question.

  • So I think there's an important distinction between optimizing

  • per share value in the short term, which I would define

  • is 24 to 36 months in the public market,

  • versus longer periods of time.

  • So the average tenure of the CEOs in this book

  • is over 20 years.

  • I believe that over longer periods

  • of time, that one metric captures a lot

  • of other important things, including

  • some things that Reich should be focused on.

  • So you cannot have exceptional, long term per share performance

  • unless you are delighting your customers,

  • you have an employee base that's loyal and fulfilled,

  • and you're not treading outside of societal norms

  • and parameters around environmental behavior--

  • realizing those are going change over time.

  • So what was acceptable in the '60s and '70s

  • would be different now, but you've

  • got to play within those rules.

  • So I think as a long term, as a single metric,

  • it's pretty good at picking up all of those things.

  • And I think it's hard to measure performance in some

  • of these other areas precisely.

  • So are you environmentally sensitive?

  • Are you really taking care of your employees,

  • both while they're employed for you,

  • and afterwards in the retirement programs, and health programs,

  • the other benefits you're providing?

  • Are there other ways of being a good corporate citizen?

  • So I think it works pretty well, long term, across those

  • dimensions.

  • Short term, it can be the antithesis of that.

  • If you're optimizing short term cash flow per share,

  • benefits plans are one of the first places you would look.

  • You would look at raising your prices aggressively

  • to existing, loyal customers because they're not

  • going to turn immediately and you

  • can get 12 to 24 months of-- there

  • are a lot of things you would do,

  • if your goal is just to optimize 24 month out cash flow.

  • But that's a way of thinking about that.

  • INTERVIEWER: So questions?

  • AUDIENCE: At the time of Henry Singleton,

  • it was very rare for a company to buyback stocks.

  • Right now, almost every company would buyback stocks.

  • Another example, 3G capital.

  • They are using like a zero based budget.

  • And I read that other food companies,

  • they are doing roughly the same thing.

  • So does that mean that, in the long time,

  • this outsider technique is going to be used everybody,

  • so that this outsider mentality would not be that valuable?

  • WILLIAM THORNDIKE: That's a great question.

  • That's a great question.

  • So I think the answer goes back-- so both of those pieces.

  • So let's look at the buybacks first.

  • So we talked earlier about buybacks.

  • So buybacks are very popular right now.

  • But because of the way they're being implemented,

  • I think it's unlikely they're going

  • to create significant value, generally,

  • across corporate America.

  • I think those who are more targeted and bolder

  • in their approach to buybacks, are

  • going to continue to be able to create value that way.

  • So I think a lot of it has to do with your approach to that.

  • So that's in the case of buybacks.

  • 3G is just fascinating.

  • It's just fascinating to see what they're

  • doing across these industries.

  • And I don't know-- I'm curious to see what that's

  • going to look like five years from now,

  • but have proven, across a range of businesses now,

  • the ability to grow cash flow, increase margins through zero

  • based budgeting, reducing costs without material

  • declines in revenues.

  • In many cases, they haven't shown the ability

  • to grow revenues, but they were in business

  • that were pretty mature anyway.

  • So I think it's early days still in seeing how that's

  • going to play out over time, but the early data

  • is very interesting.

  • And I think it's an interesting question.

  • I think it's an ethical question.

  • Because a company may have been very prosperous

  • over a long period of time, like CBS in the example

  • I talked about before, and it's created a corporate structure

  • that just grew organically over time, like Kudzu,

  • but isn't necessarily rational relative

  • to the business itself, and sort of grew

  • because of institutional momentums,

  • is it ethical to streamline those businesses so that they

  • run more efficiently, if it doesn't change the customer

  • experience?

  • I don't know.

  • I think that's a really interesting, ethical question.

  • I think you could certainly make an argument that you're not

  • necessarily doing a favor for those in bloated hierarchies

  • to protect their jobs at ad infinitum.

  • I'm not sure that's better for society.

  • I'm not sure that what 3G is doing isn't

  • the right long term-- even though it causes dislocation,

  • it's very unfortunate for those who lose their jobs,

  • it's unclear to me that that's not

  • good for society, longer term.

  • I don't know.

  • I think it's an interesting question.

  • INTERVIEWER: So the question has gone into more specifics.

  • Let me just repeat it.

  • The question is, how do you characterize Facebook

  • and Oracle in the framework?

  • WILLIAM THORNDIKE: I just don't really

  • have enough knowledge of either company,

  • honestly, to answer that question intelligently.

  • I know that Oracle has been acquisitive

  • over a long period of time.

  • And I believe, although I haven't studied the data,

  • that that's been a very accretive activity

  • for shareholders.

  • So that would argue that they've been effective in acquisitions,

  • which is a major potential conduit for capital allocation.

  • Facebook, it's extraordinary what's

  • gone on in that business.

  • And their primary capital allocation channel

  • has been internal growth.

  • They've been funding internal growth.

  • That's a very prudent thing to do.

  • That's been true for Google.

  • Impossible to argue that that hasn't been a great high IRR

  • activity for-- but at some point, the growth levels out.

  • And the question then becomes, what

  • do you do with the excess cash?

  • And I think it's early to tell, but the WhatsApp acquisition--

  • You guys would be better able to evaluate that to me.

  • I mean, that seems completely insane to me

  • on normal financial metrics, but I

  • don't think normal financial metrics necessarily apply.

  • But we'll be able to calculate the IRR on that three years

  • from now.

  • It'll be very interesting to see.

  • When you guys did the YouTube acquisition, by the way,

  • it was also a possible to justify it.

  • That's been a phenomenal acquisition.

  • So I think the world that you guys

  • play in is a little bit different,

  • the metrics need to be different.

  • AUDIENCE: That was also long term.

  • It lost money for a long time.

  • WILLIAM THORNDIKE: It did.

  • It did, but ultimately-- I mean, I give a lot of credit

  • to Eric Schmidt and Larry.

  • Whoever was involved in that, I think

  • they were thinking about that very analytically.

  • They had a longer term-- they had a point of view on that.

  • They had conviction, and they acted on it,

  • and it created a lot of value.

  • It's different than what I'm really able to evaluate though.

  • INTERVIEWER: So with that, thank you so much for being here

  • and for taking our questions.

  • Please to have you.

  • WILLIAM THORNDIKE: Thank you, [INAUDIBLE].

  • Nice to be here.

  • [APPLAUSE]

INTERVIEWER: Hello, everyone.

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