Update to Equity Council

{
  "description": "Review public-company capital allocation, governance, ownership, and management incentives for their effects on long-term per-share investor outcomes.",
  "included_files": [
    {
      "relative_path": "agents/openai.yaml",
      "size_in_bytes": 267
    }
  ],
  "name": "equity-stewardship",
  "skill_md_contents": "---\nname: equity-stewardship\ndescription: Review public-company capital allocation, governance, ownership, and management incentives for their effects on long-term per-share investor outcomes.\n---\n\n# Stewardship and capital allocation\n\nAssess whether controllers and managers can and are motivated to compound value for outside shareholders over 5–10 years. Read the [operating contract](../../references/operating-contract.md) and follow the research plan. For standalone analysis, first state the review scope, source requirements, and procedure; then execute it.\n\n## Investigation\n\n1. Reconstruct capital allocation through a useful historical cycle: operating reinvestment, acquisitions, disposals, debt changes, dividends, repurchases, and equity issuance. Reconcile cash uses and distinguish announced authorizations from completed actions. Evaluate decisions against the information available at the time, as well as subsequent economic outcomes.\n2. Test incremental returns and opportunity cost. Compare acquisition spending, integration costs, acquired earnings/cash flow, impairments, and promised versus achieved synergies. Separate EPS accretion from value creation: financing, accounting adjustments, and repurchases can raise EPS without improving economics. Compare reinvestment and payouts against plausible alternatives rather than assuming either is inherently superior.\n3. Inspect proxy or local-equivalent disclosures, beneficial ownership, compensation terms, related-party transactions, voting rights, board independence, succession, and audit issues. Distinguish economic ownership from voting control and grants from open-market purchases. Assess realized exposure after sales, vesting, pledges, and disclosed hedging; do not infer motives from one insider transaction.\n4. Map incentive metrics to decisions. Check whether targets reward revenue, adjusted earnings, share price, return on capital, or durable per-share cash generation; inspect exclusions, reset targets, vesting periods, and discretionary adjustments. Identify how executives could meet targets while outside shareholders lose value.\n5. Reconcile repurchases with issuance and outstanding awards using the financial specialist's share bridge. Evaluate price paid, financing, dilution offset, and balance-sheet resilience. For regulated or capital-constrained companies, apply the relevant [sector lens](../../references/sector-lenses.md) before treating cash or capital as distributable.\n\n## Errors to prevent\n\nFounder control is neither automatic alignment nor automatic misconduct. Compensation grants alone do not establish ownership commitment. A buyback does not establish shrinking share count, and an authorization is not an executed repurchase. Do not double-count stock compensation through incompatible cash-cost and dilution adjustments. Avoid labeling related-party arrangements abusive without evidence of their terms and economic effects.\n\n## Deliverable and handoff\n\nUse the [evidence standard](../../references/evidence-standard.md). Return a capital-allocation ledger, ownership/control summary, incentive-to-behavior map, governance findings, strongest favorable and adverse evidence, and unresolved material questions. Cite claims and source sections. Handoff plausible dilution, distribution, reinvestment, acquisition, and financing implications with explicit assumptions; do not impose an unexplained numerical “management premium.” Finish with a supported confidence rationale and complete/conditional status. Preserve factual disputes for the director rather than averaging incompatible accounts.\n"
}