Tutt Gorman

America’s corporate governance system is broken, and it’s killing public companies. Look no further than Cracker Barrel: Decades of brutal mismanagement have seen one incompetent CEO after another walk away with a massive paycheck while customers and actual shareholders take a beating. Why does this keep happening? Because proxy advisory firms like ISS are corrupt. They blindly rubber-stamp failing boards year after year, protecting the corporate elite while burning shareholder value to the ground. The root of the rot is index funds. There's no question that indexing one's money is a smart financial move for most people. But just because you passively index your investments doesn't mean your corporate votes should be handed over to the managers of your fund so they can play politics. Right now, passive funds hold massive, unchecked voting blocks while having zero skin in the game themselves. It is time for a simple rewrite of the rules: We need to index the votes of index fund investors. Passive index funds should be forced to automatically split their votes to proportionately mirror those of retail and active institutional shareholders — the people actually doing the research, risking their capital, and fighting for performance in the companies they hold shares in. No more rubber-stamping. A change like this will immediately strip corrupt gatekeepers like ISS of their toxic influence. True accountability happens when lazy, overpaid boards actually answer to the stakeholders they represent, rather than screwing them over. Actual, logic-driven governance when your money is passive happens when your vote passively follows the voting decisions of the actual market. We need to stop letting passive capital protect active incompetence. By stripping index funds of their arbitrary voting power and empowering engaged investors, we will finally torch corporate cronyism and usher American capital markets into a golden age of capitalism.