Good morning. It's the last one. Mark Miller, our President, and John Billowits, our Board Chair, have asked me to act as Chairman of today's meeting. Our CFO, Jamal Baksh, will act as secretary of the meeting. Shirley Tom and Melissa Phillips of Computershare will act as the scrutineers and compute the votes of any polls that are taken at the meeting. We are conducting today's meeting as a hybrid meeting held virtually via live webcast and in person. Before we get started, I wanted to outline a few logistical items regarding the conduct of the meeting. We're starting with the formal AGM business for Constellation Software. Once the formal AGM business is completed, we will move on to our management presentations and our Q&A.
Any questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the formal part of this meeting. Otherwise, I ask that you please save your questions for the Q&A session to follow after the formal business to be conducted at this meeting has been fully completed. As in past years, the vast majority of shareholders submitted their proxies or voting instructions in advance of the meeting. Registered shareholders and duly appointed proxy holders, whether attending virtually or in person, will also have the opportunity to vote during the meeting. If you have voted in advance of the meeting and do not wish to change your vote, you do not need to do anything and should not vote again. If you do vote again, doing so will automatically revoke your prior vote.
For the purposes of those joining the meeting today virtually, voting on all matters will be conducted by electronic ballot. Registered shareholders and duly appointed proxy holders will be asked to vote on each business item after it is introduced. When you are asked to vote, you will receive a message on the virtual interface requesting you to register your votes. When voting commences, the polls will be open for the duration of the formal portion of this meeting. For those registered shareholders and duly appointed proxy holders joining the meeting today in person, voting on all matters will be conducted by ballot. The formal ballot includes each item of business being voted on. You will be provided with a few moments to complete your ballot with respect to each business item after it is introduced. We will now proceed with the formal portion of today's meeting.
The secretary of the meeting has filed with me proof of mailing of the meeting materials. The consolidated financial statements of the company for the year ended December 31, 2025, and the auditor's report thereon have also been mailed to all shareholders of the company who have requested them. Copies of these materials are also available on our SEDAR+ profile and on our website. We would be pleased to deal with any questions concerning the financial statements subsequent to the completion of the formal business of this meeting. The scrutineers have reported to me that we have at least two shareholders present in holding or representing by proxy at least 15% of the votes entitled to be cast at the meeting. As such, I declare that a quorum is present for the conduct of business, and this meeting is properly constituted for the transaction of business.
As noted, voting today will be conducted by electronic ballot for those attending virtually or physical ballot for those attending in person. The electronic balloting will be open to registered holders and duly appointed proxy holders who have properly logged in with their control numbers or invite code after the presentation of each business item. The physical ballot has been provided to registered holders and duly appointed proxy holders at registration. The first item of business is the election of directors. There are nine directors to be elected at this meeting. The Management Information Circular made available to shareholders contains information about the nine nominees. Those nominees are Jamal Baksh, John Billowits, Lawrence Cunningham, Claire Kennedy, Robert Kittel, Mark Miller, Donna Parr, Andrew Pastor, and Laurie Schultz. The meeting is open for nominations for the election of directors for the ensuing year or until their successors are elected or appointed.
I now call on Caroline Khachehtoori, the General Counsel for Lumine Group, and Bernie Anzarouth, our CIO, to nominate and second the nomination the directors for the coming year.
I nominate each of the persons just named to be a director until the close of the next annual meeting of shareholders, or until their successors are appointed.
I second the nominations.
Thank you, Caroline and Bernie. If there are no further nominations, I declare the nominations closed. I note that as described more fully in our Management Information Circular, we have a majority director election policy in place. This policy enables shareholders to vote separately for each director nominee at meetings of shareholders where directors are to be elected. If a director nominee does not receive the support of a majority of the votes cast at a meeting of shareholders, that director will be expected to tender his or her resignation from the board following such meeting. The resignation will be effective upon acceptance by the board and will be disclosed via press release. For more information about our majority director election policy, please see our Management Information Circular. Voting is now open. I invite registered shareholders and duly appointed proxy holders to submit their vote.
As I mentioned earlier, if you have already voted before the meeting, there's no need to do so, to do anything unless you would like to change your vote. Registered shareholders and duly appointed proxy holders who have properly logged into the virtual meeting with their control numbers or invite code and wish to vote online will be able to see on the screen the election of directors. Registered shareholders and duly appointed proxy holders attending the meeting in person have been given a ballot at registration. Would any shareholder or proxy holder attending the meeting in person who may require a ballot and was not provided one, please identify yourselves to the scrutineers.
Please register your votes by selecting or marking with an X the for or withhold field next to the name of each proposed director on the voting page for those voting virtually or on your ballot for those voting in person. Only persons nominated are eligible for election. Each shareholder or proxy holder voting by ballot or voting by ballot in person should then sign and print his or her name on the ballot. We will now proceed with the next item on the agenda, which is the appointment of auditors of the company and the establishment of their remuneration for the current year. I now call on Caroline Khachehtoori and Bernie Anzarouth to move and second a resolution appointing the auditors for the current year and authorizing the directors to fix their remuneration.
I move that KPMG LLP chartered accountants are appointed auditors to hold office until the close of the next annual meeting of shareholders or until their successors are appointed at such remuneration as may be fixed by the directors and that the directors are authorized to fix such remuneration.
I second the motion.
I now put the motion to the meeting. Is there any discussion on the motion? Voting is now open. I invite registered shareholders and duly appointed proxy holders to submit their vote. As I mentioned earlier, if you have already voted, there's no need to do anything unless you would like to change your vote. Please register your votes by electing or marking with an X the for or withhold fields next to the resolution with respect to the appointment of KPMG as the company's auditors on the voting page for those voting virtually or on your ballot for those attending in person. Each shareholder or proxy holder voting by ballot in person should sign and print his or her name on the ballot if you have not already done so. We will now proceed with the next item on the agenda.
The next item of business is an advisory resolution to endorse our approach to executive compensation, as further set out in our Management Information Circular. As the vote is advisory only, it will not be binding. However, the Compensation, Nominating and Human Resources Committee of the board will take into account the results when considering future executive compensation arrangements. I will now call on Caroline Khachehtoori and Bernie Anzarouth to move and second the approval of the advisory resolution.
I move that be it resolved on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, but the approach to executive compensation disclosed in our Management Information Circular is accepted.
I second the motion.
I now put the motion to the meeting. Is there any discussion on the motion? Voting is now open. I invite registered shareholders and duly appointed proxy holders to submit their vote. As I mentioned earlier, if you have already voted, there's no need to do anything unless you would like to change your vote. Please register your votes by selecting or marking with an X the for or against fields next to the advisory resolution on executive compensation on the voting page for those voting virtually or on your ballot for those voting in person. Each shareholder or proxy holder voting by ballot in person should then sign and print his or her name on the ballot if you have not already done so.
For those voting in person, once you have completed registering your votes on your ballot, please raise your hand with your ballot for the scrutineers to collect. The scrutineers will collect the ballots from those attending in person and will tabulate the voting results. The full voting results will be published on SEDAR+ following the meeting. I can report that based on the proxies which were received in advance of the meeting, all matters that were put to a vote today have passed. Is there any further business to bring before the meeting? Can I have a motion to conclude the meeting?
I move that the meeting be terminated.
I second the motion.
All those in favor, please signify by raising your right hand. Any contrary? I declare the resolution carried, and the meeting is terminated. The formal agenda for this meeting is now completed. I would now like to call on Larry Cunningham to come up on stage to commence our management presentations. Thank you.
Well, those formalities now having concluded, we can build some energy and talk about Constellation Software, Topicus, and Lumine and all the exciting businesses underway. I wanna enthusiastically recognize and welcome this distinguished audience of shareholders of one or more of those companies. The capacity of this room is more than 400, and I see that it's pretty much full. I can also report that we've got twice that number also participating online. It's wonderful to have everyone together. Among that shareholder group are nearly all the directors and many of the officers of all three of these companies. Do we have a screen showing the members of the boards of directors of these various companies?
I won't read all of them out, nor will I ask the directors to stand, but I would like to ask you to join me in recognizing and thanking them for their service. The meeting today is going to be energized and exciting and informative, thanks to the wonderful questions that you have already submitted and that you undoubtedly pose this morning. Management has prepared some very interesting and informative presentations with which we'll begin, followed by the Q&A, which will run from 10:30 A.M. to 1:00 P.M. To set the stage for all of that, we wanna recognize that Constellation is now 30 years old. It's been an amazing run, amazing journey, and we'd like to just take a few minutes to provide a presentation capturing some of that history. Enjoy.
[Break]
What a run. What a three bloody good decades as Mark Leonard might say. I don't know what your favorite figures or most important takeaways. I think that final screen on the left showing capital resources and very limited leverage, but your takeaways may vary. Incidentally, the number of countries in that panel is just the number of countries where acquisitions were made. Constellation operates in pretty nearly every country in the world, and we'll continue that impressive trajectory. That's the history. Now to talk about the next steps in the coming decades, I'd like to ask you to join me in welcoming the President of Constellation Software, Mark Miller.
Hey, Larry. Thank you so much for emceeing the event, and welcome to our shareholder meeting for all of our companies. Really looking forward to, you know, telling you a few stories before we get started with the question and answer. I have to tell you, I'm very privileged to have this role because I get to work with a lot of tremendous people, a lot of people here in the room and around the world as we continue to build this business out, right? We really are the sum of our parts, and I wanna sort of show you that and demonstrate to you how much we care. I also want to thank Mark Leonard for his guidance and in bringing us through these last three decades.
I've lived through them myself. I've been here for over 30 years, and we've always been on a perpetual journey of learning. Every day you learn something new. I've learned things, you know, just by listening to our business leaders, talking to my peers across Constellation, and I continue to do so today, and I think all of our leaders do here, which makes us a very unique company. I wanna thank everybody for that. I wanna explain to everybody, which is one of, you know, talking to people over time who don't know a lot about Constellation, is we're not this. We're not a company that is a strong central control over what's done. We really believe in empowering our business leaders who are close to our customers.
There's no CIO who decides what AI platform we use or what we should do, or whether we should turn right or left or do this or that. That's why we have business leaders across the world. That helps us a lot because it lets us bring new companies on board that wanna be part of this ecosystem and learn from this environment. I wanna make sure you understand this. When you're comparing us to other companies, we are very decentralized. We believe in this. We believe that our businesses all across the world, and as you can see, there's hundreds and hundreds of them are the ones that should be making the decisions. They're the ones that are running each of those businesses. They're the ones that are listening to their customers and building their products.
In the advent of AI, you'll see that that's very important to understand. We're not dictating what to do. We're allowing our leaders to listen and learn from each other. There's tons of CIOs across there and tons of heads of professional service and heads of marketing and heads of sales. We're there to coach and help, but you know, you tend to learn best from your peers than you do from your boss. We've tried to create an organization that does that at scale, and it's helped us grow this company over time. I just wanted to go back to some of the basics for some of the new shareholders or our new people who haven't really heard us before, is we don't believe in fix or flip.
When we talk to a business when it joins us, we believe in buying and holding forever, and it changes the things you do. One of my favorite interview questions is, to some new person who's looking for a job is, "So what you do differently if you owned a business for five years versus forever?" You do a lot of things differently, and we do a lot of things differently. Developing people and peer learning is very important to us. People tell you scale matters. Scale can get you up into the right really fast. We believe in decentralization. We believe in customer intimacy. We believe in listening to our customers and building products for them in the geography they're in the vertical market they're in, and we really believe that.
We're willing to give up scale for customer intimacy. We do that across the world. We've broken up many businesses into smaller businesses, so we don't think scale matters. We believe decentralization, empowering people matter. It allows you to develop a lot more leaders, a lot more successors. It just creates an environment that a lot more people can be included in. It's a very inclusive environment, so very important to me that. Some people will tell you culture matters, Mark. What's the culture of Constellation? How is it? I don't believe in one corporate culture. We believe in a culture of cultures. Even two companies in the same city, in the same country can have two very different cultures.
That's okay, and that's important because one of the advantages of joining Constellation is we're not here to change your culture. We'll measure you. Some of the events we ran at Volaris, you have people wear their numbers on their name tags. You need to be measured. If we're gonna trust you with, you know, to run your business all over the world, we need you to be measured. You should determine what your culture is and how that works because that helps you address your customers better and solve problems that they really need to help them run their businesses. I'm not a big fan of parachuting in top talent. We've definitely done some. We've hired some amazing people who have helped us. We really believe in peer learning.
We really want people to learn from each other and create an environment where they do that themselves, but we do help them get together. We'll talk a little bit more about that, and you're gonna get a chance to talk to some of our leaders on stage. We'll talk about that as well. This is what we've built, and I think we've done it very differently than most people would tell you to have done it. I don't think if you look back at Constellation, I was part of the first acquisition, in 1995. I could never have foreseen this is what we're gonna do. We learned it along the way. There's no way you could say, you know what, we probably thought we'd have fewer larger businesses maybe back then, but we've learned that having small businesses, and our businesses are small.
A lot of them have dozens of people with, you know, a few hundred customers, sometimes less, is the way to go. It turns out, I'm gonna talk a little bit more about AI in a bit. It's actually positioned us very well to think about that because we are there with the customers, helping them as they deal with changes in their businesses through time. I wanted to introduce Damian McKay because that was a real opportunity for you to meet some of our vertical leaders across Constellation. We care a lot about verticals. Verticals really help us, you know, be closer to customers and understand what their needs are, and sometimes, even though they're decentralized, share best practices across the world.
I thought it'd be kind of fun for you to meet some of our vertical leaders, and I was gonna ask Damian McKay to come on up, and Damian runs Vela, and introduce his panel. Thank you so much, Damian. I appreciate it.
Thanks a lot.
There you go. Yeah, thank you. There you go. There is a flicker. I don't know you need it. You don't need that, do you?
I don't need it, no.
Yeah, that's good.
I think what we're gonna do is have a quick chat about verticalization. Gonna bring up a couple of a couple people. It's a pleasure to be with you here today. It was great to see that video and just see what is, you know, all those names popping up. I'm familiar with some, but I know the story of others and just the great people we're bringing to the business when we've added those companies and, you know, how those things have compounded. As we've got all those stars, it gives us the opportunity, not the something that we have to do, but where it makes sense, is to align these in verticals. We're gonna talk a little bit about verticalization.
We've got some of the, you know, some of probably the people who have demonstrated the best, the best way to do that and grow that within Constellation. With that, I'll ask Santina to introduce herself.
Hi, everyone. I'm Santina Allen. I lead the healthcare group for Harris. I've been with Constellation 13 years.
Thank you. David?
Yeah, my name's David Nylund. I'm CEO of Lumine Group . We started in 2013 building out the communications media business.
Bill.
Hi. Hi, everyone. I'm Bill Delaney. I'm the Chief Executive Officer of Modaxo. I've been with Constellation Software for approaching 15 years.
Fantastic. Great. What we might get started with a couple of questions each. We'll sort of bounce those off. Tell me, David, in terms of your customer intimacy, you know your customers really well. You're well-known in the industry. How does that help you help your customers and then help acquisitions as they come in?
Yeah. Well, you know, in communications and media, we have Tier 1 customers and they're the big operators you would all know, like BT Group, Rogers, and on the media side, Disney+ Discovery.
I think we just need a mic from you.
Sorry about that. I sabotaged my mic here.
We'll go again.
Where did I get to? We've got some big customers worldwide, big brand names, and they have a lot of intelligence. We learn a lot by speaking to them, by finding out what their problems are, and obviously now supporting a portfolio of companies that sell into those customers. As they navigate their assets, their important assets, they start to share with us ideas about what else we could acquire to help them provide security with some of those assets that are in transient ownership at this point. You have to kind of earn the position to have that conversation. It takes some time, the power of that relationship is unbelievable.
Fantastic. Santina, could you share, you know, a little bit about your vertical?
Yeah.
You know, how it shapes up and
Sure, happy to. In the healthcare space in North America, we span the ecosystem of the patient's journey, but also the information that surrounds that journey from acute hospital systems to physician practice systems to specialty solutions within the hospital, outside of the hospital, think pharmacies, retail pharmacies, local pharmacies, independents, radiology imaging, long-term care, all the way through to payer solutions in the health insurtech space. These businesses, we own sometimes multiples in those areas. For instance, in the physician ambulatory space, we own 12 different ambulatory systems that serve the private physician practices. That's out of hundreds that are in our market. These systems of record, you know, provide us with that different views on that particular market.
Those systems that we have, some serve large physician practices, up to 50 physicians per practice. Sometimes very small, one to two physicians in different geographies as well as specialties around the world. Collaboration of those businesses gives us, you know, opportunities to learn about the unique space, the demands, the regulatory environment. Physician office practices being one area. The payer space is another area that's interesting for us. We own the leading platform in Medicare shopping, enrollment, quoting, and retention for the over 60 million members in Medicare in the U.S. That solution paired with a solution that helps those health plans develop the product management, the products that they develop and bring to market for members. Again, we can collaborate.
Collaboration, leads to, advancements in AI within our group, cross-selling. Lots of different benefits from that ecosystem that we serve.
Doing a great job. Fantastic. Bill, you've got a global vertical with AssetWorks. Maybe share a little bit about how you built that and what advantages that global nature can bring to your customers?
I've had a different path. I was fortunate enough to inherit the assets that Constellation had been investing in right from the very start, including Trapeze, so no pressure. In late 2019, the decision was taken to bring all those assets together under one parent overlay, which we ultimately branded Modaxo. Modaxo today is the operating group within Constellation that focuses on people mobility. We cover every element of your journey, right? You've all come here. You may have flown here. You may have come from another city via train. You have traveled in a private vehicle, a train, a bus, a tram. Your kids are going to school on school buses. At times we have to carry you in ambulances.
Whatever that mode of transport is to get you around your city and between cities. We provide the technologies that allow that to happen, we sell those technologies to large government customers and operators who work for them across the whole gamut of everything you can think of. Asset management, people management, scheduling, planning, fairing, you name it, we do it in that ecosystem.
Awesome. Now how do you bring that value sort of on a global scale? You've got those tools and the different markets.
Yeah, it's interesting. You know, we learn a lot. We've gone very deep, for example, in transit. You know, we've got over 3,000 government customers in 37 different countries. Our people who are at the coal face with those customers are part of the fabric of the industry, and they're recognized for that. They know really deeply what's going on, and they're consulted on that. We feel part of that community as well, and we contribute to it. We sponsor large events. If I take something like a big global, you know, expo, we had one last year for UITP in Hamburg. Massive event. You know, the whole Hamburg Expo site was taken up for the first time. It's massive.
We were a platinum sponsor, one of three platinum sponsors of the entire event. Modaxo could do that, and that provided a halo effect for all the businesses that were there under their own brand in our Modaxo neighborhood. That was a great value we gave them in terms of, you know, giving them a, you know, a, a stage on which to, you know, show their credibility to their customers. At the same time, we conducted 100 M&A meetings at that event, right?
Because, you know, we were there to meet our competitors, and we arranged to meet them ahead of time. We used the Modaxo family and the Modaxo brand for both of those purposes.
Yeah. It's very well, you know, very well-known in the global market.
It is now, right? It took a little bit of time to get there.
Yeah.
I know you've had the same journey with Lumine, David, but, you know, I think we've, you know, we're getting bankers and brokers, you know, bringing deals to us now, particularly as we've shown that we can do quite large deals.
Yeah. David, are you interested in your sort of the origin story of Lumine and how you built that up?
Yeah. Well, we worked our way up to diamond status. It's just one above platinum. Yeah, it was humble beginnings because we didn't have anything. I came in as a consultant, an industry domain consultant with a lot of software experience. It was about finding that first business, making that first business a success, building a bit of brand, a bit of credibility, and then starting to leverage that into subsequent deals. At the beginning, it was fairly modest. You know, it's just building up this, you know, relatively small businesses at that time and just learning about the trade of, you know, value acquiring this asset class and how to get to great returns and to build a compounding rhythm inside the portfolio. That, you know, that really builds momentum.
It's a rolling funder, and we're still, you know, really at the beginning of our journey. You know, you get the chance to brand, you get the chance to sponsor, you get the chance to have really top-level relationships with customers. It just feels great to be in an opportunity to leverage that moving forward, especially with everything else that's going on in the world and the opportunities that are gonna present themselves.
You know, the other thing that happens is it's a great thing for our people to come. We brought all 330 of our people together a couple of weeks ago under the Modaxo brand. They're all there rooting for their own business, but when they come into a room and see that they're part of something bigger.
Yeah.
It lifts the energy, right? Apart from all the peer sharing that goes on, you know. You guys do the same thing, right?
100%.
Yeah. I think the what you've been able to do in your verticals and, you know, particularly using Lumine as an example, something that, you know, you might not think would be as big as it got. Now we're looking at other startup verticals in sort of your image as well. I think it will be interesting to see this presentation in 10 years and see what other strong verticals we have. Santina, when a new company joins your team- What sort of value do we bring to the employees and their customers by being part of something bigger?
I think, when a seller considers the Healthcare Group as a place for the forever home for their business, they do look at the ecosystem that we have, our understanding and appreciation of the challenges that businesses, small and large, face within healthcare, the highly regulated industry.
I think they appreciate that we understand them. We understand their customers, whether it's large health systems, physicians, whether it's payers. Again, the complexities, each one of those buyers has a different persona, different risk profile, if you will.
For, you know, who, which vendors they invest in. Again, we bring that understanding, and so when someone joins us, from the outside, they are surrounded by, peers who understand the
Yeah.
The challenges they face.
Before we created Modaxo, I was seeking to buy businesses under the Volaris brand, right? I would go and speak to a transit, and they would sort of scratch their heads and wonder, oh, what was the strategic value?
Within 12 months of creating Modaxo, we had at least two cases where they saw the value then and transacted with us.
I think that speaks to the value of that approach.
I think each of your verticals has got a reputation for people coming to you as well. If they're in the market, they know that you've got a significant presence, and if they want to sell, they'll be coming and talking to you. Bill, we're going to hear a little bit about AI later. It would be interesting to look at AI just from a vertical perspective. What additional optionality does a vertical or a group of businesses in the same segment give you when it comes to looking at leveraging AI in your business, as businesses?
Yeah. Look, we're getting really excited about this now. You know, we've got 41 businesses today in Modaxo across all different functions in every department of, say, transit operations around the world. What this lets us do is build a layer above that Modaxo can invest in. We still give the federated control to the underlying businesses, but we're able to build a platform that allows a transit authority to start asking questions and building actions and agents that ignore all the industry boundaries, ignore all the underlying business and product boundaries and look at it from an ecosystem. You know, I think we're in a position that none of our competitors are in in that regard.
From a Modaxo perspective, that's an investment that we're making that each of our businesses will be able to leverage. you know, the feedback we're getting from the industry is, you know, they're sort of blown away by this approach. you know, we're looking forward to seeing that really build out in the coming months.
Santina, any thoughts on the same topic around how AI brings optionality to your customers within your vertical?
Yeah. We are the system of record for so many pieces of clinical data.
Data is the key to, you know, if we understand the data, we understand the workflows. AI can only. We can bring extra value, through that. I think, you know, ambient listening may be an example in the healthcare space.
If you've not been in a physician's office and had them ask you to turn on the ambient listening to listen passively to the conversation that they're having with you, between the patient and the clinician. That data is data we're capturing, right? That data is valuable to improving the outcomes within the healthcare ecosystem.
Great. David, when I've spoken to you in the past, you've got a great long-term vision for what you wanna do with Lumine, you know, five, 10 years. Could you share what you can around, you know, what you're building to? You've been purposely building to where you are. Interesting a little with that. Also where you think it could go as much as you can share.
Yeah, yeah. Well, you gotta dream big, right? When we were small, we said, we're gonna be a billion-dollar company. Everyone thought I'd been at the bar for too long. You know, we're within range of that objective. You know, within range of that, we set more long-term objectives that are equally in the mind-blowing, you know, projecting things out. We really see there's really three strategic acquirers in our space ultimately, and every other business in this industry is in a transient ownership position, whether it's a strategic, private equity or even founder-run businesses. The final destination needs to be one of the three of those. We're just the exciting, interesting alternative to a functional integration, synergy-based model.
Customers really like our model, so they're gonna steer these companies towards us over the next five, 10, 15 years, and that really excites me about what size business we will ultimately build. The adjacencies around our markets are very significant as well. We're very, very excited about the future.
Yeah. Santina, for yourself, you've built something that's really large, but the market is so much larger.
Yeah.
How do you see, you know, that vision panning out over the next 5+ years?
I think we'll continue to be a great home for businesses that are critical to health outcomes in North America. They'll continue to find us a home that provides an understanding of what they need to do and what they need to accomplish. That peer-to-peer learning that we talked, so many of us have talked about is the key to unlocking that additional value.
Yeah, great. Maybe Bill, I know you're known to be a great developer of people and talent. How, you know, maybe you could touch on some of the, you know, talent opportunities within the, within the group that as you're in a vertical and multiple businesses, independent businesses, but the ability to move around. Anything you'd wanna share on how you develop talent, but also think of examples where people have been able to leverage something bigger in a, within a vertical?
Yeah. maybe just to follow on from that theme for a minute.
Yeah. Yeah.
You know, we set an equally ambitious goal when we set up Modaxo in 2020. We decided that we wanted to touch 1 billion journeys every day by the end of the decade.
Awesome.
As we sit here today, yesterday, tomorrow, we touch 640 million. That's getting too close to a B-HAG. We just reset to 2035, and our new goal is to get to 2 billion journeys every day, right? That's an amazing thing for our people. I say to our people, "You can go home and tell your kids and your grandchildren that we, you know, we touch hundreds of millions of journeys every day," and, you know, I think that's amazing. That sort of speaks a little bit to the scale of what we do. To do that, the biggest thing that's holding us back is the development of leaders.
We created a, it's not so much I think we've got good programs to build business unit leaders within a business.
Where we were struggling was that step up into Group Leader roles and Portfolio Leaders. You know, people becoming leaders of leaders. We brought in some help, and we curated a leadership program around that. It's much more around the soft skills that people need to learn because you've got to learn how to influence, lead through influence, and you need to take a really different strategic mindset. You know, we invest heavily in that.
I just have to challenge you there, Bill. I think you're no sandbagger. 2 billion journeys. I think we could lift the bar there, but that's maybe on your internal deck.
Well, you know, I'm also a fisherman, right? The fish gets bigger every time I tell the story.
Fantastic. Any other comments people would like to make on just how you've been able to leverage talent or grow talent within a vertical?
I mean, it's number one most important thing, right? Where customers may be number one, but it's joint number one is developing talent so we can scale. You just don't scale unless you've got an ongoing active talent management process, and you're harvesting talent. You think about putting crops in a field, it takes a certain amount of time. We've got to throw a lot of world-class fertilizer on that field so we can get that talent harvested quicker and quicker and quicker as we scale. That's really a core competency of a compounding. You know, compounding this asset class is just getting the talent where you need it to be one year ahead of when you need it, that's just the constant focus.
The one thing I tell my people is the only thing that's going to hold you back because we've got such strong growth is if you don't have somebody ready to take over your role. That's a really big mindset change for people, that when they're recruiting people, they really need to bring in really strong contenders who are capable of stepping up into their role. I think that's been a really critical approach to take.
Absolutely.
Back to the enduring business, right? Yes. We have to have the leaders who are.
Yeah.
At the table when we're not there the next round.
Yeah. Fantastic. Well, we've got the capital. There are so many opportunities out there we can go after. We do need to make sure we've got the talent. I think we don't have to always organize in a vertical, but when we do that also adds some extra compounding power in there as well. With that, I'd like to thank you for your contributions. Not only obviously today, but what each of you have built in your verticals and, you know, the foundation you set up. Again, really looking forward to seeing how that's gonna look over the next decade. With that, I'll hand back to Mark.
Thank you very much.
Thank you.
Thank you.
I don't want to get in the way of AI. So yeah. We're not changing the name of Constellation, by the way, because, you know, it's who you are, not who you say you are. What you do, not what you say you're gonna do. I just wanted to get this next slide up, remind you of, before I discuss AI, of how we work. It isn't, you know, myself picking up the phone and telling someone that this is how we're gonna do it. It's letting each of these leaders in each of these businesses think about it. Also, when you're thinking about in a forever timeframe, you're thinking about buying and holding forever. Remember I said that was always a fun question in interview.
You know, you wanna think about these things because your customers and your employees are thinking like that. They wanna know what you're gonna do to help them. We really structure our organization to manage change, whether it's been through, we've gone through Y2K. You know, we've gone through mobile computing. We've gone through SaaS. We've lived through multiple technology changes. It isn't because we've had a directive from Constellation headquarters as to what to do. Our business leaders decided how to deal with that situation. When SaaS came out, it wasn't like, "Oh, everybody should be doing SaaS because SaaS is what's the most important trend, and everybody needs to be on it, and you better do that or else." We're not doing it that way. We're allowing our leaders to learn, but we're creating an environment.
See if it. There we go. Where our leaders are learning. I mean, Bill talked about an inventing opening there. There are learning events going on continuously across Constellation, not just about AI. These are AI ones in particular, but we do that across operating groups. We do it locally in certain countries. We'll do something in Brazil. We'll do something in Germany or in the U.K. There's one in Toronto going on right now up near the airport. It's called an AI accelerator that a few of our operating groups are at. I think it's a five-day event where they have a room for the developers, a room for the product managers, and a room for the business unit leader heads.
They kind of all, you know, they kind of like last night was, they called it Red Bull and Pizza Night because the idea was to present your product idea today. A few of our people are heading out to see how those product ideas look. That's just the culture, and it's a culture of learning and sharing information. It means you don't have any single one bet at Constellation. You've got everybody doing it. Thinking about how we deploy our shareholders' capital at high returns, very important to us. I'm so fortunate to be part of an environment that does this. I think the leaders that across Constellation have brought that into fruition.
I think I sort of said this in other words, but we believe decentralization, our structure is our biggest advantage because we're close to those customers. Some of our customers we've had for decades. Our people have worked for us for decades. This is a great thing about being part of a buy and hold forever organization, is you're not gonna get fired again. You're not gonna have three business cards in the next 10 years. You're gonna be at that same company, and we preserve the brand of that organization. Really believe in long-term relationships that are trusted with our customers. Do we know the customer space? It isn't a ChatGPT go ask a question type of a situation. Again, great product. You gotta know a lot in order to build products for customers. You're dealing with trusted information. You heard about Centene.
You're dealing with patient data in cases like that. That's valuable data, and it's gotta be managed very carefully in this environment. Our biggest advantage, if you're gonna be decentralized, you've gotta believe in peer learning. Our best leaders are the best at learning from each other. It doesn't matter how many decades they've worked for us, they're always open to a new idea and a new way to do something and listen to their customers. I really wanted to make sure you all understood this. It's a question we're asked about a lot, and it's our structure is our biggest advantage.
In order to give you a little bit more color, we decided to invite a few of our leaders who are running our businesses, who are the ones that are back in that, all those little yellow squares across the organization, and what they're doing to put a little bit of color of some real examples. You heard a little bit from the vertical leaders, I have to thank Jeff Bender for taking on this panel for us, and I hope you enjoy meeting some of our leaders before we get into the general Q&A. Thank you, Jeff. Jeff Bender.
I know what you like to do during the annual meeting. We certainly have. Can you put this on? Just a little improv here. As I always like to do at these annual meetings, I have, for the past eight years anyway, a running tally of how many are in attendance. The room is filled up to capacity here in town, about 450 sitting here live, and now nearly 800 joining us online as well. Thanks, everybody. I'll give it over to Jeff.
Thank you, Larry, for that update, and Mark. As Mark mentioned, I'm Jeff Bender. I'm responsible for the Harris Operating Group. We've gone from software eating the world to a fear that AI is going to eat software. At CSI, we have a deep belief in our value creation and value capture framework. We live this framework every day by getting as close to our customers as possible. When we do this, we develop a depth of knowledge, understanding, and expertise that we then use to solve their most important problems. At CSI, we see AI as an opportunity, an opportunity to rethink and reimagine how we do what we do for our employees and for our customers. As Mark mentioned, you're gonna have a chance now to hear from a number of our business leaders about their AI transformation journey.
Let's meet the panel. Greg.
I'm Greg Richards. I lead AssetWorks. As Mark mentioned, we're one of the older companies. We've actually had customers that signed up in the 1990s. We manage about 14 million assets globally, particularly fleets for state, federal, and local government, but increasingly now more large private fleets as well.
Andrew.
Great. Thank you. I'm Andrew Jones. I'm the GM of ClickDimensions. We provide marketing automation. We help our customers do outcome-based marketing through our Dynamics native platform. As well as providing marketing automation, we provide marketing expertise as well as services to help our customers, you know, do great things.
David.
Yeah. Thanks, Jeff. I sold my business to Constellation back in 2018. I've been on the whole journey. I don't work within that business anymore. I have the great fortune to look after a couple of businesses that we've bought in the past sort of three or four years. The first of those is CELCAT. That's spelled with a C. C-E-L-C-A-T. CELCAT are based in the U.K. We timetable academic life for universities, and we do that in the U.K., we do it in France, South Africa, Australia, and we've been doing it for 40 years. The second business is Bullet Solutions, who we acquired in 2024. They do a very similar thing. They also timetable academic life, and they serve Spanish and Portuguese-speaking territories.
Let's stay with you, David. My understanding is you did something that most leaders would say is impossible. Tell us more about that?
Well, I experienced one of the Volaris AI workshops back in March last year. I went away from that with one question, which was simply: How fast can we go? What I did on day one was I stopped all development across both businesses, so CELCAT and Bullet. We stopped for the whole month of April last year, and they went on an intensive learning program to learn what we could do with the technology. I think if I look back at and we look now at the outcome of that, it's actually pretty straightforward. At the outset, we came back in May, and we were going faster. If you think of a cycle time from concept through to production software, typically for us, that was measured in months.
When we came back in May, we'd already started measuring that in weeks. As we went through last year, we turned that from weeks into days, and today our cycle time is measured in hours. We can cycle from concept through to production, in hours. That means a roadmap that might have taken, say, a whole year, we plan out a whole year roadmap, that can be literally a week now. The pace at which we produce software is no longer a problem. We have different challenges instead. It, it's fundamentally transformational in terms of what it means for our business.
How are your customers reacting to this? Have you talked to them?
Yeah. Yeah. Let me put that first in the context of growth. If I go back to the end of last year, our growth was running at about 12% per annum. Today it's running at 23% per annum. Our vision is that we'll double our revenues by 2029. I think I've also been told I'm sandbagging on that. The interesting thing there is that growth, it's not driven by going faster. It's driven by us asking a totally different question, and that is, if we can go 50 times faster, then what does that look like for our customers? What does 50 times faster look like for our customers? For us, that meant we've literally rebuilt our product from scratch.
We've in effect reimagined what a new category of product might be. If you think about our old product, it was a system of record. You know, you created, read, updated, deleted data. Our new product is a system of action. It thinks, it predicts, it gives you insights. It does really clever stuff for you. That creates a huge value for our customers and with value comes new price points, doesn't it? With that, we are driving growth, and we're seeing the results of that already.
Thank you. Andrew, most people start with product when they think of what's possible with.
Yeah.
With AI. That's not where you chose to start. Why?
We did. We went to one of the Constellation peer sessions back in May last year, exactly a year ago, and we were really educated about what the possibilities were with AI. ClickDimensions, we're in marketing, which has the opportunity as well as the negative side of being one of the first areas that is affected by AI. It's really being aggressively attacked. I think if you can get through it, then it creates fantastic companies. We wanted to look at our product in a very different way. You know, ClickDimensions is a horizontal marketing automation platform, and we wanted to create something which was vertical.
I'm very much the marketing rather than the technology of marketing and technology, but I passionately believe that AI is a fantastic thing, and I wanted to be heavily involved in it. My background is very much in business transformation, and I wanted to see if there was a way that we could incorporate AI to transform businesses. You have a lot of chat agents out there, and a lot of those chat agents, they are designed to identify problems, but not resolve problems. We had an incumbent ticketing system that effectively did that. I challenged myself and a handful of people to go away and see if we could find a way of improving that, actually change this chat mechanism to being a problem resolution system. That was our challenge.
The great thing about Constellation as well, as you see, there's, you know, 1,500 companies. You have lots of people that you can have discussions with to actually find solutions. We spoke to a lot of very large technology companies. We spoke to a number of contractors that we used, and we also spoke to a number of companies within Constellation. We found a company in Constellation that actually had some experience of this, who could actually help us drive this forward. We had conversations. We decided we wanted to create a support agent that could resolve problems, but that was not where we started. Our first start point was creating a very simplistic knowledge agent to be used by our support engineers to deal with Tier 2 tickets.
When they're on the phone with a customer, they now have a question, rather than having to go away to a library to get information, they could put in a chat and get the information, first of all. What was key with that, though, is when you start to digest knowledge or your databases so it can be read by AI, it is read in a very, very, very different way than how a human is. It is, you know, it is binary. It's ones and zeros, so therefore, you need to make sure that the agent can actually pick up those key words so it can actually answer the question properly. We started off with the knowledge, first of all. Then secondly, we wanted to see if we could have a very fluid interaction.
We created up a web agent as well. It's on our, it's on our website. You can go in there, you can ask questions. Those are the first two things that we did. Then we effectively consolidated them together to create the support agent. It took us about four weeks to do it after going through those various steps. We launched it in January of 2026, and what we found was that, with our customers' interactions with this chat agent, conversational agent, you know, rather than being a lookup agent, it was a problem resolution agent. It effectively resolved 82% of all our Tier 1 tickets that went through the chat agent, which is fantastic. What's the most important thing is it allows us to generate greater customer intimacy.
First of all, it means that our humans, rather than having to waste time dealing with Tier 1 tickets, they can spend time focused on doing Tier 2, Tier 3 tickets, which are the most important thing. Also secondly, the time that it took for a customer to actually get a problem resolved, when it's very simplistic as well, rather than it taking potentially, you know, four hours because they go into this room, they ask a question, they get probably four or five different things that they could potentially look at, which could potentially resolve the problem. Rather than that happening, they could speak to the chat agent straight away in any language, 24/7. That is a massive game changer. That's what that's the, that's our step that we did.
Since then, we've gone on and created a lot more agents throughout the organization looking at specific business problems or workflow problems that we've had. It's been a really incredible journey.
Somebody told me that you name all of these agents. Can you give us some of the names and explain to us like why did you go through that process?
Again, yes, we do. We do. It's not, you know, kind of arrogance on my behalf. You know, when you think about an agent and what an agent can do, it's very important you get a yardstick of that possibility. A human, a work person, they have a role, they have responsibilities, they have areas of responsibilities, and they have tasks that they need to do. A human may be doing 12, 14, 16 different tasks. You cannot have an agent to replicate a human. An agent can take away one of those tasks, so if you want to have an agent to be able to take all these to these roles, you would need a lot of them.
Rather than having support agent number one and support agent number two and support agent number three, we decided to name them. That was the first thing, was just kind of the number of agents that you would need to have set up. Also, we wanted to get adoption of the agents. In my background, I've done offshoring, set up, you know, technology organizations in India, finance organizations in India, a video conferencing business in Malaysia. When that happens, there's always an element of question from the employees about stuff that is being offshored. I wanted to make sure that there was that accountability set up there with people being able to see it and adopt the agent. Yes, we gave all the agents names.
They all have a Teams account. Rather than you having to go to some webpage or try to find it, you Teams them. You communicate with them exactly as you would with anyone else within ClickDimensions, and I think that's the most important thing. The other thing is as well, is by giving the agents names, you also have a human who's a manager of them. Again, this is really vital when you set up agencies. If you set up an agent and you leave it to its own devices, it will go off, and over a period of time, it will go on a tangent. You need to have a human manager who manages those agents all the time. By giving them a name and managing it, that's the way we moved forward with it.
Also they're in our organizational chart as well. We've got absolute transparency about where we have the agents, and that's really driven things forward. Where we've now evolved is we've set up agents. You know, we just wanted to experiment, set up agents. Where we're now going is we're taking the next step, which is creating an AI aligned department. Which means that rather than having humans with a sprinkling of agents to try to improve certain, you know, tasks and responsibilities with it, we've actually taken a very different way. We've taken a step back.
We said, "If we did this from a agentic point of view, how would we set up an agent and where would we sprinkle in the humans?" The whole objective there is to get the efficiency to give the greatest experience to our customers and allowing our humans to spend the most time with our customers as well, to understand their problems, to move things forward. That was the reason why.
Interesting. Yeah.
It's working. It's working.
It's a great example of, I think, this concept of, you know, rethinking and reimagining what you do, not just incrementally improving. Greg, not to leave you till the end. Again, someone told me that you like to break things.
You've spoken to my wife. Well, we don't break things indiscriminately, right? You know, as been mentioned before, Constellation gives us this enormous opportunity to network with our peers, learn new things. I was at a seminar about 18 months ago, you know, we could see what was going on with AI and, you know, obviously the concern is that there are three kids in a garage who are gonna come disrupt our whole business. My thought was, "Well, why don't we go disrupt our whole business." You know, got some people together and I said, "Hey, we're gonna buy all the tools, we're gonna do AI, go forth and innovate." I think this is the part where I'm supposed to tell you that I'm brilliant and we delivered a ton of innovation.
I'm not, and we didn't. The great thing about being part of Constellation is this enormous resource body of peers and mentors that you can talk to. One of the AI mentors in the organization said, "Greg, you gotta break something, right?" 'Cause it turns out, for some subset of employees, AI is kind of an existential crisis.
If you built your life around writing really elegant code, the transition to managing agents to write the code is a hard process, right?
Agreed. Yeah.
As a leader, I said, "Okay, look, I'm gonna go find 3 people in the organization who are early adopters. I'm gonna pull them out of their day jobs, and I'm gonna give them a really hard business problem." In this case, we really needed to modernize our UI. I said, "Look, the current estimate using traditional processes is this will take about 18 months and probably require 10 people. I'm giving you three people, and by the way, our user conference is in three months." They did it. It worked really well.
Interesting.
As this was going on, we started to think, "If we can make our processes this much more efficient, what can we do with our customers?" Again, it's been mentioned before, this deep domain expertise, right? Really understanding what our customers do and how they use our products, right? We spent a lot of time with customers saying, "What are the things that you do that are really difficult to take a long amount of time?" I was meeting with one customer, and they actually set a stopwatch. They said, "Let us take you through the process for how we acquire, manage, and retire assets," right? They went through all the screens and it took about eight minutes.
They said, "Now, Greg, understand, we do this hundreds and hundreds of times a day." What we kept hearing from our customers was, "Take these really complex processes where I print a report and I go to a whiteboard and I bring a bunch of people into meetings, and then I go back to the system and then I get another report, which may take hours, weeks, months, right? Just automate that process. Let me validate at the end what that looks like.
Another great thing about what CSI has done is we had an opportunity to send one of our employees to an AI sabbatical, which is essentially where they got to go visit with other companies that frankly were doing a better job than we were. One of my employees went out, did the sabbatical, came back just really energized. I was able to build a core team around him. As Mark mentioned, we've been doing these AI accelerators.
Yep.
There's actually one going on at the airport right now. There was one in Denver back in February. We were able to send a team to say, "Okay, look, here's what our customers have asked for in terms of radical improvement of processes and pretty substantial improvement in how we do our jobs and how we be more efficient." By the way, it's now February. The user conference is still at the end of March. I need a working prototype by that event.
Yeah.
We had the team go to this event, start off cold. We brought in developers, product managers, and even somebody from sales. Four days at this event, they emerged with a working prototype. We took it to our customers. What was amazing is, again, because we really understood how our customers use our products and what their pain points were, when we took it to the user conference, the reaction was overwhelming. In fact, the product lead, he sort of had groupies at the user conference that kind of followed him around, right?
Right.
Asking more questions. Probably the biggest proof point is when we presented this as a product to one of our customers, it effectively doubled their investment with us.
I think we were talking about this last night, weren't we?
Yeah.
One of the things that we've done very well is that we've carved out focus time for our teams. This isn't stuff that you can do at the same time as the day job.
You really can't, no.
We've all experienced that. Actually sticking the guys in the broom cupboard for a few weeks and saying, "Here's a project. Get on and do it, and don't worry about everything else." That's been key to making this happen at pace.
What was your customer reaction? I just wanna finish up. The customer reaction when you doubled the amount that they spend with us per year.
You know, I'm not sure I'm supposed to admit this in this meeting, but they agreed a little too fast. I think we underpriced it.
I think you did for sure.
Yeah.
Yeah, I think you did. Again, I just want it for those in the audience. This, you know, Mark's talked about it. I think actually the verticalization panel talked about it. We're talking about it. You know, Mark says that we're different and we do things differently when this peer learning and peer sharing and this customer intimacy, you know. Sitting with a customer and being understand what this process is and how they do it. They only invite us in because of the value that we bring and the relationship that spans decades that we've built with them, right? The trust that we have with them. You can call them intangible, but they're very strong determinants, I think, of where we're going to be able to continue to move with our solutions.
In this case, leveraging AI, but just generally in terms of how we interact with our, with our customers. I wanted the last piece I wanted to sort of talk about was, it's called the human change element, right. The impact element. You know, AI is more about people change than it is just about technology. You know, you know, you talk about stopping people doing their day jobs, you know, picking people out, locking them in a closet. You know.
Metaphorically.
Metaphorically. There's training. You know, as business unit leaders, like, how are you dealing with this reality of this probably one of the biggest changes that we've actually seen, you know, one might say ever.
Yeah. Well, I think it's architectural from the business perspective. You know, the problem of pace of software development isn't the challenge anymore. For us, if we look at go-to-markets, then, think about this. We have 300 customers across the globe that use our software. We have a deep level of trust, a warm relationship with these customers. We don't have to go and find them. We don't have to persuade them. We can go and have a meeting with them anytime we want. From a go-to-market perspective, that's the ultimate leverage that we have that our competitors don't. We can walk into the room and have the conversation.
Our challenge today, and what I'm currently working on the team with, is that if we can transform our customers at this degree and at this pace, how do we do that at scale? We're not used to doing that. We've had to rebuild our sales team. Our sales team is, over the past 12 months, been rebuilt. We're doing the same with our services team. We're rebuilding that. I've also given them the challenge. They currently take about six months to take a customer from order to go live. The challenge they have today that they're working on, and we have a plan, is to reduce that not from six months to six weeks, but to reduce it to six days.
If I can get them from six months down to six days, then we can go at scale out to market with those relationships that we have today. That's huge leverage, isn't it? Those warm relationships that decades of conversations in many cases.
Yeah, for sure. Andrew, why don't you jump in?
Yeah. I think that, from a slightly different angle, I mean, AI technology, yes, it has a massive accelerator on that. I think when you're talking about the workplace, the culture, the design, the evolution of how it's going to be, I very simplistically think that AI will take away and do all the boring stuff.
It's gonna be all the mundane business processes that are absolutely necessary, but are probably parts of the jobs that most people don't really want to do. What you will do is you will enable your staff to be able to evolve and develop and become rather than a Tier 1 support person, they become a Tier 2 or Tier 3. I think that's definitely an evolution that will take place. I think also. The way I see AI as well is it's a great magnifier. If you know stuff, you will become better. If you don't know stuff, you will be found out very quickly. I think that's the whole Constellation advantage as well, is we do have that customer intimacy.
We do understand our customers, and therefore, we can give them advice about how they could potentially improve as customers because we have deep knowledge about the vertical industries that we're in. Therefore, I feel that our ability to double down on that, you know, generate more salespeople, you know, be more focused on the relationship side as well, is gonna allow us to evolve. AI will take away a lot of the mundane stuff, do more interesting roles and more opportunities for us to create more salespeople to be able to have greater conversations with our customers, ergo grow. I think that's that.
Yeah.
How we evolve. It'd be a much more interesting environment to be. Maybe we go to a four-day week. I don't know.
Greg, what are your thoughts?
I actually had an employee ask me. He said, "Look, if I use AI and I'm twice as effective, can I work half days?" I said, "No." My answer is you can work any half day you want, whatever 12 hours suits you.
Exactly right.
You know, yeah, first and foremost, this is a change management problem, right? I think we as leaders need to understand that this generates some fear and trepidation in employees.
Yeah.
Candidly, probably not everybody's gonna make the journey. I've had employees say, you know, "Hey, this isn't for me. This isn't what I wanna do." We can be empathetic, and we can respect that, but I think we also have to be relentless, because it's coming. I think one of the real advantages of Constellation is just all of these training opportunities and peer networking opportunities we've talked about. My goal is to send as many people as I can to those so they can build the enthusiasm, and learn new ways of doing business. I think we're there with R&D. The question is how does it affect sales?
Yeah.
What do you do in finance? You know, how is marketing different, right? Same kind of things happening at all these different events. What I keep telling my employees, and I think this is key to the change management piece, because in the back of a lot of people's minds, there's a belief I'm gonna train the AI to replace me, right? I'm very clear with my staff, look, this is not an economics problem. At least not yet. This is about delivering innovation to our customers faster. We don't have a profitability problem. We're a profitable, successful company. This is not about cost-cutting, but we've gotta be able to innovate faster.
Yeah.
It's been You know, this is sort of a mantra with AI right now. Your job is not gonna be replaced by AI, but you may be replaced by somebody that uses AI better than you do.
Yeah. I said the same thing.
Yeah. For sure. Well, thank you very much. I think Mark and I were talking a little while ago, and I think, you know, I think we've always had a tremendous sharing culture across Constellation. We all run events. We all invite each other to our various events. When it comes to AI, I, the quantum leap that we've now taken in terms of the quantum of sharing, not just inviting each other to each other's events, but actually sharing learnings and discoveries from business to business to business is at a level that I've not seen before, which I think is absolutely, you know, fantastic.
It's been awesome.
Exciting. It really is. It really is. What you've heard from our panel reinforces our belief in customer intimacy. This is really You know, I talked about our belief in this value creation and value capture concept. This is what it looks like in the hands of great leaders. Please join me in thanking Greg, Andrew, and David.
Thanks, guys.
Thank you, sir.
Thanks. Wow, that was just great. I love that. That was super fun to watch. You know, a lot of people would ask you, Mark, like, you know, your job would be a lot easier if AI never came along. You can remember, like, I'm a product developer by background. I'm a programmer. One of the things that I always wanted at Constellation Software was our leaders who have been sort of running nice businesses, and they have very low customer attrition, which continues. I was trying to shake them up to go do more for their customers. You know what? It's a great tool for us. Because we're a decentralized organization, you know, we It's another tool we can say to sort of shake the organization up a bit.
You can sort of see a few of our leaders here just doing a tremendous job. So appreciative, Jeff, doing that panel. It was great. Great. Now I wanted to talk about PEMS a bit because we've been getting a lot of questions about PEMS, and figured I'd just get on the forefront. I'm sure there'll be some questions on it, Lawrence Cunningham, coming up in the panel and or in the Q&A section, I should say. I just wanted to, you know, say, you know, like, 25 years ago, we used to buy minority stakes in public companies, and put those companies ended up being put into play. It generated extremely high returns. I was there. You know, I saw that on our invested capital.
The average tenure of our investments were very short. Nearly always, 90% of the time, got outbid by a third party, when the businesses were sold, which is, you know, sort of sad but understandable. That short-term activism was profitable, but it was a poor strategic fit with our objective of being good permanent holders of vertical market software businesses. We stopped doing it. I think you can hear from the conversation today, you know, buy and hold forever, we're in it for long run, and PEMS is another tool. The other part of the PEMS thesis is that the companies we want to invest in have the potential to benefit from an engaged minority shareholder. We want our PEMS, our public portfolio companies, to be run by people we respect. We want their incentives aligned with those of long-term shareholders.
We'd like the businesses to generate high returns on incremental invested capital and to return any excess capital to their shareholders. I just wanted to make sure everybody understood what our intention is around PEMs. I just also wanted to turn it around and say, you know, we want you to be our PEMs. We want you to be our permanent engaged minority shareholders as well, those of you who are shareholders. I want to thank everybody very much for sitting through this morning's session so far. I was going to turn it over to Larry to tell us what's ahead. Thank you very much, Larry. Yeah. Thank you.
I just wanna echo the remarks that Jeff Bender expressed around the culture or culture of cultures across Constellation. I've been studying the company and its culture of cultures for a decade, and I share Jeff's sense that it's more valuable than ever, and there's more cross-collaboration and cross-learnings. I wanna echo the appreciation for Santina, David, Bill, Damian, Jeff, Greg, Andrew, and David. Those are 10 of the 1,500 leaders around here who are all energetic visionaries. I wanna applaud that leadership. We will take a break now. The next major event will be the shareholder Q&A. We'll start that exactly at 10:30 A.M. We'll be joined by most of us leading managers.
We'll have a panel of 11 fielding questions that you all have submitted that our panel of questioners, myself and Will Pan from Ruane Cunniff and Howard Leung from Fiera, received some 125 questions from you, all outstanding questions. We've synthesized them, collated them, organized them by topic, and we'll pose them serially here on the panel. Since we're live this year, obviously, we'll also have mics stationed in the room and invite shareholders attending in person to pose questions as well at various intervals that we'll signal. As I've bragged about, we have nearly 1,000 people online as well today, so they're invited to type in questions. We've already gotten a few. Will, Howard, and I will try to weave those in as best we can too.
Looking forward to that Q&A. We'll take a break now. It's about 10:00 A.M., so we'll have an opportunity to network and have informal conversations. Please come back a little ahead of 10:30 A.M. so we can start promptly, and we'll run that session straight up till 1:00 P.M. lunchtime. Thanks very much.
[Break]
Everyone, please take your seats. Our program will begin in five minutes. Everyone, please take your seats. Our program will begin in two minutes.
Everyone, if you are a panelist, we ask you please make your way onto the stage to make sure we have an on-time start. If you are a panelist, please make your way to the stage. Thank you.
Everyone, please take a moment to silence your devices. Our program will begin momentarily.
Shareholder Q&A. We want to thank you very much again for submitting such thoughtful, and provocative, in some cases, questions. Will, Howard, and I have been playing this role for seven years now. I thought the questions were particularly good. I don't know if you guys had an impression.
Yeah.
High quality. Thank you very much for that. It's neat to return in person after seven years of online only. It'd be wonderful to have an opportunity to take questions from the audience live. We've got two mics there. We're not just saving the audience questions, you know, for the end. At various moments, we'll invite folks to come up and ask questions. Like you keep 'em brief, on topic, you know, really get focused. You got 11 supremely talented leaders from across Constellation here who are prepared to discuss our questions. Again, you submitted them. I don't think any of us made up any questions. Will might have or Howard might have made up one or two.
To get started, may I please invite the panelists to just introduce themselves. Half of them were already on the stage this morning, but nevertheless, it'd be nice to just by name and role with Constellation. Mark, we could start with you. Not that it's necessary at this point. Mark Miller.
Oh, yeah.
President of Constellation Software.
Thank you, Larry. I just wanted to quickly point out that we haven't received any of the questions, the management team here. That, a few Jamal got that were required calculations because we didn't wanna bring his calculator on stage. He got a few of them. We're really going to make this, you know, dynamic in what gets asked.
True.
The tradition of Constellation.
Thanks for that point, Mark. Now Jamal.
Yeah. Jamal Baksh, CFO of Constellation.
Bernie Anzarouth, CIO Constellation.
John Billowits, Board Chair of Constellation and Board Member of Topicus.
Jeff Bender, responsible for the Harris Operating Group.
Mike Dufton, responsible for the Volaris Group.
Damian McKay, responsible for the Vela Group.
Robin van Poelje, Chairman and CEO, Topicus.com.
David Nyland, Lumine Group.
Bill Delaney, Modaxo.
Barry Symons, Jonas Operating Group.
That's the all-star lineup. I really believe that aptly describes these folks. The plan of discussion is divided into three or four segments. The first segment will be questions arising from the presentations you heard this morning, from Mark Miller on strategic vision, the panel on verticalization, and the panel on AI. We'll have our familiar three segments. First on operations, second on M&A, third on governance. Again, we'll break at moments to invite live questions from the audience, and we'll monitor the chat to consider questions sent to us.
With that, let's begin with questions arising from the presentations this morning. Can we start with you, Will?
Sure, yeah. Thanks for the presentations. They were great. One of the big questions that we got asked was about AI opportunities and threats and examples, and I think we got a lot of examples of companies inside the Constellation group taking advantage of AI to accelerate things and deliver value to customers. There are a lot of questions about the converse.
Yeah.
Andrew from ClickDimensions, he mentioned that marketing software, for instance, is under attack early by AI-enabled competition. We have a number of questions that ask, can you give other examples of CFI businesses that have experienced more attrition due to competition using AI?
We have. You know, we really Like I can toss it over to Jamal, we really haven't seen any AI-specific attrition, you know, at any point. I mean, I think our businesses that experience high attrition already will probably be most under threat. Luckily, that isn't a high percentage of our revenues. I mean, Jamal, what's your, what's your thinking on that?
Yeah, I look at about 900 of the businesses, and I look at trending of organic growth, and I follow up with the operating group CFOs, et cetera. If there's anything that looks like an anomaly, and there are a couple things that might have been popped out, and both of them had nothing to do with AI. That's my take.
Yeah. Does anybody else wanna add? It's a big topic. Jeff, maybe you wanna talk a bit about it.
Yeah.
The AI panel.
Like you said, Jamal said, I think there's no specific evidence to date of any significant or material attrition as it relates to AI. I do believe it's coming. I think, you know, like we see competitors that are out there. You know, we hear of people, you know, doing things. I believe it's coming. We just haven't had it yet. You know, a lot of our verticals are, you know, fairly protected and, you know, highly regulated or, you know, high compliance requirements. I would just say they're, you know, they're not always the fastest-moving verticals when it comes to making new decisions. I think any AI-related solution causes them concern.
It causes them to pause and understand exactly, you know, what is it that they're accepting into their, right, into their ecosystem of systems. I do think, right, like it will start showing up. It just hasn't yet.
Stay paranoid, right? Like, as always.
Yeah. Maybe one also on that panel, I know Greg touched upon how some customers were very excited to get their workflows automated and helped with AI. But in any kind of vertical or any BU, there's gonna be customers that are at the far end, at one end of the curve, and customers at the other end of the curve. Maybe those that are resistant to change. And if you are kind of transforming your BUs to maybe optimize for those customers with AI, how do you also manage to service the ones that are laggard, and how do you deal with that kind of dynamic of customers in different stages?
Well, from an AI perspective, you know, so as a developer, I really Because as we talk about having kind of relationships across the world, across all of our customers, I look particularly for those laggard customers, which are generally the attrition rates are very low with the laggard customers. Even they're very hard to capture as new customers if a competitor has one of those customers. My hope would be we would use AI to expand our presence inside that customer by adding more functionality, which I would think as far as the, as far as the, you know, the customers that are adopting it very quickly, I don't think we've seen a lot of that yet, other than hoping to add functionality. I think, for example, Andrew was up talking about ClickDimensions.
That's in a marketing space, which is a bit more horizontal than our average businesses. It's a very high attrition business by nature. When you're in a business like that, moving fast and your customer is moving fast, you gotta move fast too. It's just a tougher business to run, and I appreciate that Andrew is all over it. Most of our businesses really aren't like that, right? Bernie, I mean, like, thoughts on that?
Yeah, that's correct. We have some businesses that are inherently have high attrition. We deal with it as appropriate. The bulk of our businesses are quite low. The spectrum of customers that want to adopt AI versus those that don't, I mean, we'll take care of them equally. It's just a matter of serving them with what they feel they need to run their businesses more efficiently.
Changing user interface is a big deal for a lot of our customers. Like, they don't want you to change their workflows, their user interface, in many cases, right? You know, means you could come along with a neat, snazzy, new solution, but if it's working, it's a small percentage of their operating cost for what we do for them. They just wanna make sure it works, it's secure, their data is protected, and it gets done what it needs to do, which is what most of our businesses deal with, right? I mean, does anybody want to add anything to that?
Yeah.
Mike? Yeah, so.
Yeah, I would say, I think it's really important to understand that when we're out talking to customers, we're not out talking to customers about AI per se, right? Like, mostly engagement with a client is you're talking to the business users, and you're still focused on what is that business problem we're trying to solve. If AI ultimately is embedded in the solution, that's not the opening conversation because the pace of technology, particularly as it relates to AI, is moving very quickly, and we're often engaging with clients that are not necessarily even familiar with AI. We begin the dialogue with: What is the business challenge? How do we think we can make you more efficient?
It's not led with, "Hey, we wanna come and talk to you about AI." It's like, "We wanna talk to you about a business challenge you're facing. Does this seem of interest to you?" As the conversation progresses, we would certainly share with the customer where we think AI could benefit them in that overall solution. It isn't, we have this cool new AI thing we have. Do you want to buy it? It's much more of a longer-term conversation based on how we've been working with that client for years or decades.
Yeah. If I think about businesses across the board, you lose customers for sort of four ways. You lose them because they go out of business, which happens in some industries. They get acquired by a larger customer, hopefully it's our customer. They kind of, you know, the big fish eat the small fish sometimes, right? You could lose them for price, where someone comes and says, "Hey, we'll do the same thing you do for what" Well, a consultation maybe does for half the price. We don't tend to lose them for that. I mean, you know, Andrew might see that in a high attrition, high churn business. Where you really lose customers is when there's some functionality that your competitor has that you don't have.
I think, and as Mike said, it's not AI per se, it's that ability to do something that really matters to that customer, where they're actually going to go through the pain of switching. It's a shame when our businesses haven't foreseen that happening, and they haven't gone and put, you know, put ourselves in a position where it's an obvious decision to stay with us as their vendor. That's yeah, that's at least how I associate it.
Another question that arises from this morning's presentation, but was anticipated by someone who submitted this question earlier, concerns efforts to disrupt one's own business. David reported on doing this this morning, I'd love to hear from volunteers on the panel an answer to whether any CSI business units have tried to disrupt themselves or disrupt another business by using AI to start from scratch, all new code, but using their industry and business workflow knowledge. Anyone wanna comment on that?
I think that maybe Robin, you want to take that one, I think [Patty]
Yes. I think it's easy said, you know, I'm going to disrupt my own business and what you ask the people working in the existing business. I think that requires some change as well, so you might organize it outside of it. There are of course, businesses where you already have for a longer period of time the idea that we should step up our game and we should do more. Those kind of businesses might be in an ideal situation to really try to disrupt yourself. We try to analyze in our portfolio, our strong businesses and also our weaker businesses.
We try to win with our excellent businesses, but there are also businesses where we think, "Hey, we could disrupt ourselves and really try to make a quantum leap into the future." That's what we try to do. Again, that's not all over the place. It's easier said than done, but we try selectively to do that.
Yeah. Anybody got an example where they've tried to displace themselves entirely in a material business inside of your operating groups?
We're working on one. We're definitely doing it. We haven't done it yet.
Okay.
We've got a product out there. It's probably got maybe 15 to 20 clients so far. Still a long way to go.
We're actively doing it. We've, you know, used AI a lot to rebuild the product and are going after ourselves. It's in process, but it's early days.
I think Jeff really pointed out well in his panel about what people don't understand is the customer relationship's very, very important. Having a product and selling that product are two different things. You could have the best product, and I talked about like a great idea of something that competitors didn't do. You know, selling hasn't changed. You still gotta get out there. You've gotta convince whoever you're selling to, especially a new logo, new customer, that you are a good opportunity for them to buy your product, and that hasn't changed.
In fact, in some industries, I mean, Bill, I remember was talking about an event you did in Hamburg. You got to do a keynote at that, and you said one of your messages was what, Bill?
They're asking us about the pace of change from an innovation perspective. We looked at the research, and it was clear that innovation cycles were compressing, right? From, you know, months to weeks and soon to be days. I looked around the room and I said, "What's happening with procurement cycles now?" We deal with large government procurements that have you know, it takes multiple years for a procurement even to come to tender. Then they run the tender process. You do a multi-year project, and then you have 10 years of maintenance. Those procurement cycles in government are getting even longer. We've got this dichotomy of extended procurement cycles compressing innovation cycles.
You know, there's elements of those tenders that really people should have a look at. You know, there's elements around product capability and functionality. Most of the scoring goes to your experience, your ability to contract on the heavy duty terms that they're putting forward.
Wow.
They need somebody to take liability, right? Governments like to shift risk. You have to have capacity to take liability. That might be through accepting LDs if we don't perform, posting bonds or guarantees. You've got to have a scale and a capacity to do that. And these are so many other elements of what our customers at least look for, Mark, when they're buying things.
I think so. What you know, we're very fortunate at Constellation because we've learned to, you know, deploy our shareholders' capital at high returns. We've acquired a lot of logos over, you know, the three decades of Constellation. Those aren't easily done because I, you know, I've done that when we were in the early days of our company. This was a startup, you know, we started in the late 1980s. Getting customers is so hard. You gotta work really hard on it, you know. I think a really interesting industry is telecom, though, with David, because there's such a rapidly You'd say telecom changes rapidly, right, David ? You, you know, you've got what are those, what are those customers like with this particular question and so on?
Well, microphone's working right now.
Yeah.
Well, they're inherently conservative. They've been through a lot of technology life cycles. They're bruised, and they're fatigued. Their pace of change is subject to regulation, subject to lots of big, complex platforms that are highly integrated. When we talk to those customers about AI, you know, it's enabling math functions. Like, we do a lot with fraud and revenue insurance, and how can we apply new math functions to determine faster. We have a lot of agents already. We use a lot of machine learning in a number of our products. We have agents. How can those agents become smarter? If you look at the telecom stack from the top, we integrate with customers. Their customers in the bottom, it's networks. It's like delivering TV. It's delivering signaling security in the network.
The closer you go to the network, the more conservative things are in terms of making change. If we talk to them, they want the total cost of ownership to come down. They want the operations administration, the configuration management, maintenance of integrations and new feature developments, particularly with math functions or agents. That's what they want, and we're laser-focused on solving those problems, because their platforms just don't go through It takes, you know, we're heard from months to today. We're trying to get them from three-year cycles down to one-year cycles.
Yeah.
Down to maybe six-month cycles because of the regression testing, because of the regulatory testing, the security testing. You know, so if we can get them down to six months, that would be a great achievement using AI, and we kind of look forward to that.
Yeah.
And capturing-
New logos in your space is really hard, right, Dave?
Yeah.
I mean.
Yeah, yeah.
-big clients.
We may get new logos through acquisitions, right? It's very hard to go into a large media or telco business and become a new vendor. They want less vendors.
It's hard.
They want consolidation. If there's something risky in their environment, they're gonna want us to do it. They're not gonna want some new name company that they don't know. They'll always give us the first chances.
If we can move quick, we should be able to capture that business.
I just.
Go ahead.
The point that even though we have long procurement cycles.
Yeah.
That does not give us the license to sit on our hands. You know, we are moving quickly to.
Yeah.
To use that time to build out the value, increase the value that we provide.
Yeah. Okay. Well, that's sort of the panel we're having.
I wanna alert the audience that after Will asks, the next question about this morning's panel, we'd invite audience questions from this morning's presentations too. If you wanna think about your question and begin to line up, we'll take those questions after. Will, next question.
I have a quick one about the verticalization. How is CSI approaching subgroup verticalization when BUs in the same vertical are in different operating groups?
Well, I mean, we're discussing that on an ongoing basis. You know, one of the reasons we want to highlight verticals is in some cases we think our verticals should work closer together and, you know, we're evaluating that on a case-by-case basis, and the whole team here is involved in that. Yeah, we're gonna continue to evolve our verticals and get deeper where it makes sense. Ultimately, our business units are what really drives our success. We'll cautiously think through that.
Anyone else wanna comment on that concept?
It's quiet.
I think we-
I think we've said enough on that.
All right. We'd love to have a question from the shareholders present here today, and so why don't you take it? The first one.
Sure. Joseph Shaposhnik, Rainwater Equity. Just a question on the costs of investing in AI and how you guys are thinking about that? Obviously, tokens are not cheap, and investment in your time, your team's time, and all these efforts is expensive as well. How do you guys just think about getting returns on that over time?
If appropriate, love to ask a question on M&A.
It's a great question. Jeff, do you wanna take that or?
Yeah, sure. I mean, obviously, we're measuring all of the investments that we're making in AI. Obviously, the token cost from the frontier models is a large part of that cost. We're using all kinds of other AI tools and changing them out on a regular basis as better ones come along. I would say there's a lot more going on there than I would say we would typically see. I think we're monitoring it. We're watching it right now. It's not having any super negative margin impact on the overall businesses in terms of what we're seeing. I mean, I'm still concerned about what will happen with the token costs.
I do think, you know, if you see even what the vendors are currently doing, they're constantly changing the plans. They're constantly, you know, offering you know, max plans that aren't really max 'cause, right, once you hit a certain limit, you gotta either wait or pay more.
There's gonna be a lot of evolution there. I think we just have to understand what it is. At the end of the day, you know, we can't provide a solution to a customer that doesn't have an ROI. I think, you know, that will be the baseline of what we'll determine what we can or can't do. Damian, do you wanna comment on it, too? I know you were meeting with the hyperscaler yesterday.
We're measuring it, you can't improve it if you can't measure it. I don't know if you can measure all of AI's benefits at the moment. We understand there is a sort of an upskilling, but we're keeping a close eye on making sure that we, looking at what impact it can bring for customers and how quick, you know, how quickly that can happen. Looking at the actual cost per business, how much we're spending, who's spending what, and then trying to look at the return from is it helping us grow? How does it feed into organic growth and deliver, you know, those outcomes that customers need? If it's productivity improvements, you know, how do we measure that as well?
I think if we think about, you know, at the, at the rawest element to look at it could be, you know, net revenue per head. If AI is producing, then we should be able to do more with the people we've got. More value to customers and getting or winning more customers using AI. That's a baseline, but we're also evaluating a few more metrics that we're gonna use and try to understand. It's not all gonna be captured at this point.
Remember we measure because we're decentralized, we measure everything at the business unit level. We'll understand who is overspending on that, which, you know, we've seen that happen with initiatives and organic growth before, where invested a whole bunch of money building something new and returns on that were terrible. We'll keep an eye on it, and we'll see who's doing it well and who isn't, and we'll try to do our best to manage the costs using a little bit of central pressure on some of the large companies who are providing these tools when we can. Ultimately, the business units will own the investment, and they measure how they do.
Thank you. Thank you, Mark, Jeff, and Damian for the question. Let's turn to the middle aisle for question number two.
Sure. The first shareholder.
Yeah. Thank you. Alex Captain, Cat Rock Capital Partners.
The first shareholder I met yesterday when Katie and me were at the elevator.
I see. I wore my collared shirt for you.
Yeah.
No tie.
Katie said no tie.
Great presentation today.
Thank you, Alex.
Actually, a perfect follow-on, so the previous question, which was about AI costs, and you know, your response right now with respect to the metrics.
Latest quarter, after you guys, I think, have had a lot of progress in some of the business units as you talked about this morning and driving some initiatives that are AI based that generate some revenue. The latest quarter is sort of consistent with the previous trend.
Yeah.
What do you think is the timeline for actually starting to see at the aggregate CSI level metrics.
Yeah.
On the top line that are gonna reflect the success that you've had?
I love the, like I'd love to see more organic growth. I'd love to see yesterday independent AI, but it's really hard for me to predict that, Alex. Like, it's really hard for us to suggest when that's gonna happen. We're just, you know, we haven't seen a lot of loss of revenues from AI or any, but I haven't also seen a lot of new revenues from AI as well. We're just being, we're just trying to drive adoption of the usage of it, and we'll monitor it internally. I'm not signing up to a time when we can suggest there'll be an impact on our revenues from a growth perspective.
Believe me, the pressure will be on our business leaders to do better and to continue to grow as much as they can at obviously incrementally can get good returns on the dollars we're spending or euros or Swiss francs on doing those investments.
Maybe if I could ask just a quick follow-on on that.
Sure.
Given that there were, for example, some costs related to tokens this quarter, that was reflected in the maintenance, cost line.
Yeah.
Presumably, there are some costs related to development. Are we covering our costs or more than covering our costs with respect to the AI investments right now in the P&L, putting aside what you'd expect going forward?
I haven't looked at that.
Yeah. It wasn't a material increase in that COGS line. Yeah, I would believe that, yeah, we're probably outpacing revenue with cost today.
Yeah. I think so.
We're investing a lot.
I think so.
Yeah. It's not a material impact on margins.
Yeah.
Like maybe some, a very minor impact. Yeah, I would believe that.
Thank you, Alex.
Thanks, Alex.
Let's take one more audience question in this segment before returning to Will. Sir.
Thanks so much. My name's Ryan Floyd from Barca Capital. Thanks everybody for putting on this nice event. It's wonderful. We appreciate the candid transparency. My question is for Robin. Nice to see you. Topicus made an acquisition, or TSS did, in Indonesia, which is really interesting, and they have operations elsewhere in East Asia. It'd be great to hear about what that experience has been like, lessons learned from it.
Great question.
Public information. You've been looking at other opportunities in East Asia. It'd be great to hear what, to the extent you can speak about it, the pipeline would look like, but also just in general about what the lessons from that have been.
Great question.
Yeah. Historically, we were predominantly focused on Europe, but we slowly but surely move out of Europe as well. This, Indonesia is an example of it, and we might disclose some more in the near future. We do it selectively. We do it step by step. No other approach than in, let's say, European or North American country, countries. That's in general the philosophy. What we learned, and that's what we already knew within Constellation, is y ou know, if I have to fly from Amsterdam to Helsinki, it's probably three hours or to Portugal, it's three hours, and to Jakarta it's 14 hours.
It consumes time. Of course, in the plane you can work and think, but that's one thing. You have to go over there. What we found out is that with certain things, difference in culture, which we already knew because that's in Europe the case as well, but there is even where a difference again. The belief always have been in Constellation that vertical market software is vertical market software wherever you go. That's still the case. The way how you approach it, how you get best practices implemented, it differs and it also differs, you know, the local management you have. I don't think that's always related to culture or the country.
Sometimes, you get lucky with an acquisition with great people, and sometimes you don't have that, and you have to implement changes. In a sense, it's not different than what we've been doing. It's only some cultural aspects and traveling and all that kind of stuff. We're committed to continue on that path. It's not just one thing, but of course, we take the learnings into account. I'll expect us to do more there.
Thank you, Robin.
Thank you very much.
Thank you very much, Ryan. Appreciate that. Let's return to the panel. Pivot into operations. AI will obviously percolate some more, but Will has received some very interesting questions about operations.
Yeah. This section is really specifically about the risks and opportunities of AI in current operations. You already talked about this a little bit, but one of the follow-ons to the question about AI-enabled competitors is AI-enabled customers. Have you seen any instances where your customers may have an appetite to write their own core system using AI tools or failing that, modules, right? Are they perhaps do they perhaps have less appetite to buy modules from your companies because they can write some of these extensions or small things themselves?
Have we seen any of that?
We've not seen any yet, no.
No.
No. Not really.
We used to have, and we still do have, software that's installed on like mainframes, AS/400s, and we used to always have to place the code out there, and some customers would have their own professional services people developing on that code, because they thought it was cheaper than buying it from us. You know what happens is a few developers leave and they'll call you up and say, "Hey, you know, we've modified the software, and we probably need some help making it work again." I think we will see customers develop things and they will. Some will have IT departments that do, and that's okay.
We hope we'll still be the trusted partner to make sure that it works and isn't, you know, messing up someone's healthcare data that Centene has to worry about one of our businesses, so. We haven't seen I haven't heard anything.
We've also gotten a lot of questions, and we've heard a little bit from panelists, here and there about maybe tiering the businesses, right? Thinking about strong businesses, weak businesses, especially as it perhaps as it pertains to AI. Are these sorts of portfolio classification exercises and ratings typically at the BU level? Is it at the Constellation level? Can you talk a little bit more about specifically what you're thinking about and looking for?
No, at Constellation, I, at, you know, level, we're sort of looking at, you know, how the tools are being adopted across the world. Like, I honestly don't really like to tier businesses or, you know, some of our operating group leaders here might do that in some ways. I think our weak businesses will continue to be weak, and we hope we get better leaders in them and make them stronger, and our strong businesses will continue to be strong. I think that's, you know, we measure that on a financial performance basis at the business unit level. In the end, that's what matters. It's, you know, you can get good returns on the incremental capital you deploy on either organic growth or incremental acquisitions that you do in that particular area.
I'm not a big fan of ranking businesses from an AI threat perspective personally. I think the same applies independent of AI, whether business was strong or weak, I don't know. This crew might disagree with me on that.
This is the wonderful thing about Constellation.
Yeah.
We're allowed to differ and do our own thing. At Modaxo we have built a vulnerability assessment tool, not so much to tier them in terms of bad or good, but to really understand where they sit from a vulnerability perspective. We're using that to determine, you know, how we approach the investment going forward. We have a lot of businesses that are, you know, fortresses. That doesn't mean we won't be spending money on AI, but it changes the way we think about exploiting that strength and doubling down on it, as opposed to some other businesses that may be more vulnerable, which may need a different type of investment. Usually you have to think about, it's not a cookie-cutter approach to how we approach the investment. It's a guide.
Yeah.
That's the way we've adopted it.
It's a qualitative assessment.
Yeah.
You know? Like, it's qualitative, which, you know, I don't love qualitative measurements. They're like figure skating judgments, right? You know, I prefer organic growth and, you know, return on invested capital and numbers that you can really wrap your heads around because those you can trust, right?
You support a swimming or track.
Yeah. I'm just saying. You know, I'm not saying anybody shouldn't do that if they feel they do that. I think your weak businesses will continue to be weak if they're not led by the right leaders, so.
Great. How are you adapting to AI agents becoming or potentially becoming a part of your user base? Do you have requests, for instance, for MCP access to your software? How do you potentially counter revenue loss from the advent of agentic software use if it threatens sales of seats? Who wants to take that one? It's a fun one.
I can start with the pricing side of things.
Yeah.
We've been talking a lot about how you deal with pricing because, again, ideally, you don't wanna price on seats in a lot of verticals, but you acquire a lot of businesses, as we do, and you inherit the pricing models that you get, and you have to be thinking through that. We've been doing a lot of thinking about, in this new world, if we start displacing seats using AI in our customers.
Yeah.
We have to have a pricing model to make sure that it's more of an enterprise or value sold type of situation. We've been spending a lot of time thinking about that and where it's relevant in our businesses implementing that. It's something we're very, very cautious of because again, like you said, you could end up eating yourself from a cannibalization of seats perspective.
Yeah. If you do user-based pricing, it's-
Yeah. We, unfortunately, I know we don't love it in Constellation, but we inherit it all the time.
Of course.
Yeah.
It's hard to change those contracts.
Absolutely. You can't sometimes 'cause they're three-year, four-year contracts, and you can't change them, right? You gotta think about it and be proactive and work on how you can change them.
Damian, thoughts on that at all? I see you nodding your head.
No, no need. No need. They've got lots of questions.
We just implemented a dashboard at Harris, and that is one of the metrics that we're trying to track.
Right.
I would say when I look at it, I would say that was maybe one of the areas that the business is still struggling to figure out. We've asked them to basically let us know if other people are accessing our system of record.
Yeah.
How many API calls they're making, who, what organizations or what vendors are making these calls, and whether they're just reading or whether they're writing back information. I would say, I don't know that our businesses have always thought about it that way. Depending on what vertical you're in, like, you need to make that data available for other vendors, like healthcare specifically, right? You know, in a lot of cases, we have to make that data available. I think we're trying to understand what to do with that. I think we're just in the early stages, but we're trying to track it and to measure it.
Yeah. Similar question. Other prominent software vendors have talked about monetizing API access to data or semantics housed in their systems. Is that something that you would consider?
We do that sometimes. Some of our businesses do that. Have done that for decades, but I do love that idea. Where it's possible, but it isn't always possible. I don't know. I would. Any comments on that? I love the concept of it though.
We work in complex ecosystems, right? We've been interacting with third-party systems for a long time, and wherever possible, we monetize it. Yeah.
Great. One last question, specifically to David Nyland. Are most of Lumine's customers on-prem, and what does this mean for AI adoption rates?
That's a good question.
I mean, most of the customers are either on-prem or they have our own personal cloud. A lot of our customers think or believe, and they actually are technology companies themselves, right? It doesn't mean our systems are not cloud native. They need to be cloud native for DevOps and for any innovation rhythm. It's generally cloud native architecture, but often deployed on bare metal because they own a lot of bare metal or in their own private clouds. They're very reluctant to do processing, core processing in the public domain. If the World Cup's on and we're streaming video from Sky UK in the U.K., for example, and let's just say England make it through to the semifinals, which they will. We have to burst traffic above capacity, and that will be in the cloud.
Using compute power wisely, when it makes sense is definitely what our customers do. Generally speaking, it's on-prem.
I'd hold off making that order just yet.
Yeah. Do you think it affects your customers' willingness to adopt AI?
It's just, it's been, you know, the ability to adopt cloud native. 94% of our revenue comes from Tier 1 customers, right? Think about that profile. It's hard to get them from on-prem to cloud native, even on-prem cloud native or on-prem in a private cloud. That's a big architecture shift, and we're still in the, you know, 10-year-old journey of getting them up to cloud native. Agentic AI native will take time, you know, in the Tier 1s. That 8%, 6% of our customers that are not Tier 1s, they'll get there much quicker to agentic AI architecture. Getting major platforms upgraded in Tier 1s, it'll be a four, five. They'll wanna see other people do it first.
They'll wanna see stuff that's secure, passes regulatory control, and where they understand this total cost of ownership, the tokens discussion. They wanna understand total cost of ownership really well before they make any platform moves. It will happen, but it's gonna be over the next 5 to 10 years.
It's terabytes of data, right?
Yeah.
Like-
Yeah.
It's incomprehensible the amount of data we're talking about.
Yeah. It's millions, if not billions, of real-time transactions.
It's crazy stuff.
Yeah.
Great. Thank you. That's my section.
All right. I've got the next fun section of how CSU's culture and operations and incentives interact with AI. The first one I have is a prominent U.S. businessperson recently said on a podcast that the majority of SMBs don't understand AI. In light of that, shouldn't Constellation revise its performance incentive model to prioritize organic growth over acquired growth in order to spur, you know, subsidiaries to developing AI offerings? We've seen some examples of that, of course. I guess this questioner is asking, you know, should there be a little more priority focus on organic versus acquired growth, depending on the vertical or the-
This is a great question for John Billowits. This is something that we gotta get him to say something.
I was half asleep and wondering. I heard operations.
Yeah, true. If you don't mind, John.
Yeah, no.
Why don't you take that one? Just, discuss the topic.
I'll talk about it. I'll talk about the, a bit about the compensation plan, which I think everyone is familiar with. I mean, the core of the plan, which everyone up here would be on, would be return on invested capital, and then there's a growth element to that plan. When you get down beneath these individuals, and they can, they can elaborate on this, there are various plans within Constellation, and almost everyone running an actual business is only rewarded on organic growth. If you're running a business unit with 50 people, you have always been, and you probably always will be, compensated based on organic growth. It doesn't really come into your thinking that much, the acquired growth, for the most part.
However, that being said, there have been some changes made over the last year to encourage more organic growth. It was implemented last year at a few of our businesses as a trial, and then another large business group this year also put it in place. Effectively, it's a kicker for just organic growth, not only at the business unit level, but also at the portfolio leader level. To answer the question, yes, there are changes being made on an experimental basis, people will wait and see if that has any impact.
How have the experiments gone so far? [Gila] or Robin? Yeah. Damian, then Robin still has it.
Ladies first.
How's it going? The organic growth, there's a lot of opportunities. It's really, I think in particularly in the context of, you know, dynamic competition and potentially AI, it's how do we add more value and win, you know, being able to win more names. Getting the attention on that to be in a position, putting the incentives that will actually drive the focus on organic growth. Then having a strong focus within organic growth on new names or increased value, increased usage within existing customers. Focusing now, I think we've had some great traction. Some businesses and portfolios are just more a better position to grow organically.
Sometimes we make investments that we know, you know, deliberately know that won't grow, but we've got some really strong portfolios and businesses that are very tuned into organic growth.
Yeah, I always think organic growth, acquisitive growth, I like them both.
Yeah.
That's important. It's always this or that, and it depends. What we like them both. I think solid businesses also show organic growth. When we did the spin-out together with Topicus, they all historically had very strong organic growth. They had development capabilities and abilities. They developed lots of new products, new clients. We didn't want to sort of kill that with a typical TSS approach. They are a standalone operating group company. They remain focused on organic growth, and we bake that into the incentive system. We still have the CSI incentive system, but solely focused on organic growth. They do, by the way, acquisitions as well, but just a different example, and that's where Jim was referring to.
It's something we implemented, and we are evaluating and see what does it mean. I think that's great about Constellation as well, to do those experiments also in incentive structures.
Great. Maybe at the portfolio level, have any managers seen any, you know, BU or portfolio shift under KYC, shift capital to organic incentives versus acquisitions due to AI opportunities? Have you seen kind of slight redeployment out of acquisitions and into reinvesting back in the business?
Yes. I think, I imagine we all have, and it's something that we wanna be doing initiatives and tracking those to make sure that, you know, they've got clear business cases. When you change the incentives and you give a bigger carrot for organic growth, that drives the focus on that. We have to, as leaders, and the leaders within the autonomous business units, they need to be encouraging that sort of behavior, and the incentives help them as well.
There's nothing like personal wealth destruction to drive focus. From a member of the HR Committee.
That was why KYC was put in in the first place, right?
Yeah, exactly. It was an amazing tool.
Yeah.
To change your behavior, right? Yeah, it was very helpful.
Yeah. Another question on incentives. Conversely, this shareholder is asking, could your incentives discourage long-term shifts towards AI? For example, you know, has the board or management looked at how a bonus formula based on ROIC plus organic growth performs under structural organic pressure? By that they mean, you know, could BU, you know, just look for one-time cost takeouts from AI, you know, as in replacing employees, but, you know, trying to up juice ROIC, but, you know, not really grow for the long term.
Well, we will obviously be monitoring that. If we see that happening, we'll adjust accordingly. Yeah, either way, if they can, you know, increase their net revenues per person, that's always a wonderful metric to use, whether that's for growing the top line or, you know, figuring smarter ways to use the team. Yeah, I think we'll just monitor and see if we see any extraordinary things happening, but we haven't seen that as of yet. I haven't seen it.
We measure.
Yeah.
We've measured closely on quarters, we don't think on quarters. The long-term thinking, if you look at the people that you've seen on stage, people have been around the company for a long time. The people that come in with acquisitions stay for a long time.
That buy and hold mentality sort of, I think it's a-
Yeah.
An advantage for us where we don't have the short-termism. We're gonna just, you know, strip it out and try to make a quick bonus and move on. We do think long term and we take the ownership of the businesses very, you know.
Seriously.
There's a lot of pride in the return-
Yeah.
To the business and the long-term returns, as well.
The average tenure of the team up here is like in the high teens, right? Like, you know, it's a pretty amazing group of people, they've been on this incentive program for a long time, they've seen a lot of different things happen in our businesses. We've had some really tremendous successes, we've also had some failures, we're just trying to learn from those.
I think maybe one thing on organic growth that's important to understand across all of our business unit leaders, they want to be growing their business. They're not thinking, "Oh, I just wanna maximize my return." They wanna grow their business. I would say in the last year, as we've really leaned much more into AI, when you're in these events, when you're watching the leaders of these businesses see the way that they can pivot and respond to challenges they faced with their customers for a long period of time, they get very enthusiastic and excited, and they wanna double down and try and find new ways to solve those problems.
We don't have the proof points to say that this is converted into meaningful revenue, but I would say you can see the strong desire to, "I know I have a problem I've been wanting to fix for a long time. I now see a path to being able to do that." I do think that it's important to recognize these leaders are trying to be more meaningful. They're trying to do what they can to solve the business problems. I think, yes, compensation is one element of it for sure.
I think there's a lot of opportunity that they're seeing to address customer challenges in a new way and to increase the level of satisfaction.
You know, on that, you know, we've heard some metrics maybe thrown out, revenue per head. Are there any kind of other, you know, metrics regarding AI disruption that you might feel comfortable sharing? You know, churn rates, win-loss metrics, pipeline. Are there any KPIs you've added or changed to the operating ratios in light of AI?
I don't think so, no. I think it's, you know, business as usual from a metric perspective and be paranoid.
Yeah.
Right. What? Go ahead, Damian.
No, I agree. Just on net revenue per head, it is really it is looked at the business unit level.
Exactly.
Because we're-
Yeah.
As you saw in the video, there's a constant, you know.
Very hard to track centrally.
New people coming in. When we consider that, we're really looking at the micro level and, you know, into each business unit.
Before you ask your last question, I'd like to cue the audience that after Howard's next question, we return to the microphone. If you think about a question and go to the mics in a minute, we'll welcome your contributions.
Yeah.
Howard.
Thanks, Larry. Last one here, really, a lot of benefits of decentralization, and I subscribe to that too. You know, what this shareholder asks, at what point does a lack of a centralized AI capability become a disadvantage? For instance, negotiating enterprise-wide partnerships with hyperscalers.
Right.
Large language model providers, so you have that scale. Have you considered a hybrid approach, you know, because of the semiconductor scale?
We will. We ourselves, the couple of dozen people at Constellation will definitely speak to them about, you know, I guess you'd say sort of structures that we could use to our advantage. We don't like to do that, but when it makes sense, we'll do that. We've all, you know, for sure. Anyone add to that, Jamal or Bernie or Phil?
We take advantage of our scale. We do have relations. I've been talking to Microsoft, Amazon.
Yeah.
AWS for years, right?
Now they are.
Yeah.
We've entered into contracts with them so we can get better pricing, but we do not then force our business units to utilize it. They can access it if they need to.
Yeah.
I think we do have the best of both worlds. We can still take advantage of our purchasing power.
One of the real advantages is we can get the really good engineers out to hang out with our business units. That's hard to do if you're a business outside of Constellation. It's a standalone, you know, business that's. You think of our businesses like, you know, I mean, maybe that didn't come across in the presentation today, but if you looked at the, you know, I won't quote any numbers, the average business unit size or the median business unit size, these are small businesses, right? There's dozens of employees in those businesses. The ability for us to get a terrific engineer from one of these hyperscalers to sit down with the head of that business, the head of development for that business. I saw it yesterday.
I was sitting at a table with a group of people who were developing, some product that was an agent, actually, I won't get to tell what you say what business. I thought one of the actual people from the hyperscale is one of our employees. I said, "Hi, George." He said, "Well, who are you?" it was kinda like, it was fun to see that because that's where I think our scale helps us the most is, we appreciate all of their help. We're happy to pick up the phone and say, "Hey, we need someone to help us with this." Where it's harder to do if you're a, you know, CAD 5 million business in Cincinnati, Ohio, you've got, you know, some customers who wanna move.
That's where our scale helps us a little bit. You gotta make those calls, you know, as infrequent as possible because we don't have a big head office sitting around waiting to, for, you know, to.
Sort of happening at the portfolio level, right?
Yeah.
At the operating group level.
Yeah.
They're certainly trying to take a load for our businesses and give them.
Yeah.
Some help and to, you know.
Yeah.
That people have to learn how to ride the bike by themselves.
Yeah.
Interestingly, we're starting to see it in M&A conversations where targets have realized that they can't do this by themselves, they're looking for the help from somebody like us to join the family and get that type of help.
Thank you, Bill. Let's turn now to question number four on that side of the room from another shareholder.
Hey, how's it going? Welcome.
Good morning, team. My name is [Ashwin Annamalai] I'm from Waterloo. I'm a relatively new shareholder to Constellation. I usually only stick with index funds. I'm like a huge index person. Thanks to the great discount that Constellation is offering right now, folks like me, we are able to be a shareholder. It's not just me. I asked all my friends to buy the shares. Everyone's here. Thank you so much.
Are you our first 10s, Russ?
This is my first shareholder meeting here. Mr. Miller, please don't do any buybacks yet. No more trying to get added to the S&P 500. Just give it a few more years, we will get there.
Stick with us, please.
What made me change my mind is that, in Waterloo, there was a hackathon called Unhackathon that was organized for university students where they were like, "Businesses, come with your problems, use AI, and solve our problems.
Yeah.
I was like, "This is amazing.
Yeah.
With the help of AI, with Claude Code.
Yeah.
-with Codex and all these tools, they should be able to solve all these problems. You know what? They did manage to solve the problems, but at the end of it all, zero solutions were deployed for the businesses.
Hard to sell.
That's when it was the light bulb moment for me.
Yeah.
And I was like-
Yep.
Yeah, building code is one part of the solution, but having the ownership-
Sure.
The trust is really important. The very next day.
Yeah.
Started buying Constellation.
What's the failure rate on those startups, right? It's very frustrating. It's so like, you know, you can build something great. I'm a developer, it's really actually very useful. Success is not judged on your ability to develop products. Success is judged on your ability to go out and convince the customers that they want to use your product. I honestly, like over the years, I'm sure all the team up here have felt it. There's products that we've built that made a ton of sense, but it took so long to penetrate, that yeah, the returns on it are. It's a difficult thing to do. Thank you for that. Like, we didn't actually ask for you to say that, but it's true. They're doing a hackathon.
Like, that's essentially what they're doing up near the airport now. We've got our own hackathon. There's 160 people there, and they were up doing pizza and Red Bull last night or what have you. They're trying to do that too, but they've got to go convince their customers that they need this. We've got, as Jeff said, a great relationship, and it's still hard, right, Jeff?
Yeah, for sure.
Like, it's still hard. I don't know if we answered your question, but thank you for raising the discussion.
Yeah. I still didn't get to my question.
Yeah. What is your question?
You know, AI has improved productivity a lot.
Yeah.
We are seeing, large scale tech layoffs. Are we going to see the same in Constellation?
Thank you. Who wants to take that?
No one's jumping at that one.
Bill.
I don't see us doing large scale layoffs, no. We're at the moment, we're so focused on how to leverage this capacity.
Yeah.
Because what you got to understand is we just have an enormous backlog.
Yeah.
Our customers wanting us to do things for them. Some of those things that, you know, just didn't make business sense.
Yeah.
Now do make business sense. You know, I think as it was said earlier, maybe not everybody's going to come for the ride with us, but, you know, thinking about large scale layoffs is not on certainly our mind.
I never discuss it with anybody here, by the way.
Barry, you had a comment.
Yeah, I was gonna just add to what Bill is saying.
Yeah.
One of the things I say a lot within the Jonas organization, it's a phrase that my team knows very well. I do the hypothetical if the business gods came down from above and said, "Barry, here's the deal for you. You will never, ever win another customer again in Jonas' history. At the same time, you will never, ever lose a customer that you currently have in the Jonas organization.
Yeah.
Would you take that deal? I say 150%, I would take that deal because there's so much more we can do for our customers. AI just makes it so much easier. Mark talked a lot about it today with customer intimacy.
Yeah.
If we get this right, the utopia grid-
Yeah.
Is massive, we don't need it. I mean, don't get me wrong.
Right.
I want both. I want new customers too.
Yeah.
You know, the opportunity is huge. That's how I think about it. If you think about that, you need more employees.
Yeah.
You don't need less employees.
Such a great answer. Like, I tried to convince one of our business leaders of that once. Like, we bought this company in Switzerland, and I was like, "You never know need to get a new customer because they always blew their brains out implementing large new systems.
Yeah.
Believe me, it depends on our business, so don't take this across Constellation.
No, absolutely.
It was like, honestly, like you should just build more things for your existing customers, and that would be a great business. Your customers would actually care more about you because you're actually listening to them and solving them rather than running to the next, you know, the next, you know, building to like try to pitch something to someone new. You put all your smart people sometimes on those new things. That's a really great point, Barry.
Very inspiring.
Yeah.
Let's flip back to the question number five from the audience. Welcome.
I'm [Felipe from São Paulo] my new capital.
Oh.
My question is regarding tech debt, the legacy of your decade-old solutions, whether that makes it potentially much slower to build AI relative to AI natives building from the ground up from zero. Whether you're seeing that in some of the organizations or maybe if AI is actually offsetting the tech debt because you're able to modernize?
You can snap stuff on it, like obviously you can snap stuff onto our existing systems where it makes sense, right. Gives you an opportunity to do that. Also, you know, I mean, anybody wanna comment on that? I mean, I see our ability to understand exactly how the data is existing and snap things on top of it is advantageous. We used to do that in the early days using Visual Basic or something, but now you can do that a little faster. I think it's not something I'm super worried about. For us, I mean, are you?
Yeah.
You guys worried about that or?
I wouldn't say worried about it. I think one of the interesting things is tech modernization is significantly easier using AI, right? I think there are many people that could be looking at their existing tech stack and saying, "I can replace wherever I feel I have- weaknesses around the technology choices I've made in the past.
I think what we've certainly been talking to our businesses about is not to focus just on the tech stack modernization, but it's very difficult to convince a client to move to a new version of a system if the only thing you've done is replace the underlying technology. It really comes down to how are you gonna respond differently.
Right.
To meeting the needs of the customer as a result of your tech stack modernization. I think there's no question you can enhance your technology stack faster thanks to AI. Really again, it's gonna come down to do you understand what the customer is trying to solve? What's the pain point they're trying to solve?
How are you embedding that into whatever enhancements you do to the tech stack modernization. I think you'll find that if we have weaknesses in our tech stacks, we can address them faster, but we need to have a meaningful reason for the customer still to wanna upgrade, which is gonna come down to delivering more value.
Thanks, [Felipe] We do have a bit of time for one final audience question in this segment, as long as it's on the brief side.
Yeah, it should be quick. Thank you for taking my question. My question is more around morale, employee morale.
Given the dynamic of this SaaSpocalypse, as well as the technological shift to the AI and people worried about their jobs, have you noticed a change in morale, and how do you keep morale of employees high?
Yeah, someone should take this.
Look, what we've seen in a recent major event was, you know, a recognition that people have gone through, you know, all the emotions with this, and so have we, right. You know, what I've certainly picked up as the technology has matured so much in recent times, and people can see real value, and it's starting to shake out how we can really leverage it. I'm seeing a shift to excitement and, you know, the level of energy that people are coming away from our events and taking back to their business is literally electric. That's not just me saying that's the independent feedback we're getting from our people.
I think there's been a, like a huge shift in the last six months or so, as I think that's happening at all our levels. You know, I think some of us are lamenting that we can't go back in time and, you know, do some things over because we would love to have the access to the tools that we're seeing today.
I think we haven't seen leaders leave or people, you know, morale start to impact people and concerned and, you know, very little sort of talk about the share price. I think most of our leaders understand the power of compounding.
They're in for the long-term journey. They've got autonomy in the business that they're working on, and they can see a pathway there.
Although, you know, the external noise or changes, you know, it's, you know, they're not oblivious to it. When you're in control of what you're doing and you know you can compound your space and you've got capital to grow and you believe in the model, I would say, you know, morale is very high. You know, as demonstrated by probably engagement, harder to measure.
Losing leaders. We're not seeing that.
You've got like, you know, dozens of customer, hundreds of customers and dozens of fellow employees. It's a little bubble you're inside one of those businesses, and we hope to allow them to continue to be inside that bubble and just learn from each other. I think, yeah, it's not like it's a part of this big, massive organization and, you know, it's you're inside your business unit, and you got your customers, and you got your teammates, and you're trying to figure out what to do for those customers.
Well, it's a great question.
Yeah. Thank you.
Helpful answers. Thank you very much. Just pivot a little bit to the segment I'm gonna tee up, which is, some technical matters, including, coding, and we'll start with rewrites.
Greg touched on the topic of rewrites, AI and rewrites in the panel this morning. We had quite a few questions around that topic, including one that came into the chat this morning. And, so here's one version of it. How is AI changing your approach to rewrites? Does the framework for thinking about the cost of rewrites change with AI? In what ways?
Rewrites still scare me to death independent of AI, but I don't know about, how about all of you?
I think if you're thinking about it that way, you're sort of thinking about the world in an old way of thinking about the world. We would rather our businesses, I think one of the panelists this morning said.
Yeah.
Step back, engage with your customer about what they're looking for," because this technology allows us to envisage a completely different way for our customers to engage with the data and, you know, the services that we would traditionally provide them. You know, I would be putting rewrites at the bottom of the list of priorities personally.
Yeah. Like, you'd rather do more for your customer than rewrite your existing system. As a developer, I used to love to rewrite stuff because you, like, always thought you could do it better. Honestly, you'd rather add more value to your customer than rewrite your code. I think some people will. I mean, there's so many rewrites going on, I wouldn't, you know.
There's probably more than there was before. Like the rewrite's always been an ROI issue.
Yeah. Oh, yeah.
The fact was before there was just no ROI in rewriting the vast majority of our solutions. I think the ROI equation is now different with AI.
Sure.
I think.
Yeah
We're probably more willing d ifferent opportunities because of the return, which I would say maybe rarely ever existed before, now in some cases does.
We still need to prove it to ourselves, right?
Agree.
That's the theory.
We have a small one going on and, you know.
Yeah.
We're watching it and, you know, it's progressing well. You know, getting to 85% is doesn't seem to be that hard. Getting to 100% and then, you know, it's my point.
Exactly.
Getting customers to actually adopt it is.
Yeah.
Is a whole different.
Yeah, it'll be done next quarter, right? Then next quarter and then next quarter. Multiple quarters later.
Thank you. Good. Second question in this segment from the shareholders that submitted questions refers to a recent discussion among leading programmers about a sudden shift from autocomplete to agentic coding.
They hadn't expected it, but now think it's confirmed, and they wanna know, is that feeling common across Constellation businesses?
Who wants to take that one? I could do it. You know, you wanna take it?
Look, we're seeing it. We're experimenting with it. The jury is still out a little bit because we're conservative, and we wanna see, but we're definitely, I would say, recalibrating our expectations about how this is gonna develop.
You know, my sense, like, generally at Constellation, again, I talk about we're very intimate with our customers, we're close to our customers, is there's an opportunity to do more specific things for fewer customers than, you know, used to build once and sell many. More of an opportunity to build individual things because of it. I hope it becomes true because having someone sitting across from the customer and sort of saying, "Hey, what do you need?" Doing it might only be true for that one customer. We probably would have steered away from that before, again, that is yet to be proven. It's all theory right now.
I guess this is an inversion of that, but it's that, suppose AI enables writing a lot of code much more quickly. What about the quality of that code? Is there some danger?
Well, it's unpredictable with AI. Like, you know, I use it too. Like, it will suddenly do something unexpected in the middle, you know, when it does the next write of some update you're doing, which I'm sure you've seen that if you're using it just from a, using it for text or writing and stuff like that. I assume that'll get resolved, but you don't know. Like, it suddenly will do something entirely surprising. I don't know if you've seen that, but I've seen that too. Have I, coding stuff like unintended consequences to that one little change that you just made, which actually fundamentally might change how you do things. I'm sure that's something they'll work on.
I think a lot of the conversation around the migration of let's say, writing code and how it evolves, at the end of the day, there's always a human that is integrating and making the final decision.
Yeah.
As to whether we're gonna promote that code or not promote that code. I think it's gonna change the nature of our senior developers being able to oversee a lot more capability than they would've been able to in the past. I don't think it's our view that we're gonna create systems where we just start randomly writing code, and it just goes into production. I think it will enable our developers to be more efficient in terms of the number of lines of code they can oversee, but there is a human at the end of the chain.
Thank you. The next question that you submitted in advance runs like this: I understand that Volaris recently launched a developer program to upskill software engineers with AI tools and learning. You touched on this before, Mark, but I'd love to just hear an elaboration if you don't mind. Even though Constellation is decentralized.
In what ways, if any, is the company mandating or evaluating AI usage, product, and feature development in AI products?
We're just looking at usage of tools, and it's Mike and Mike's event, but we're also have multiple other operating groups at it. I mean, we're just sort of looking at how the tools are adopted, and we'll learn from the businesses. If there's good examples of things that happen, we'll just learn from them and share them with everybody, around the table here and see if they can use them. I don't know if that answers your question, Larry, but yeah.
Satisfies me.
Yeah.
I'm gonna turn it now over to Will to enlarge the discussion about general operations.
Sure, yeah. These are a little bit less specific to AI. They're about operations. One of them I wanted to do is just a follow-up to an earlier segment that was posed in the live stream chat, which was, we talked about the breakdown of seat-based versus other types of licensing.
Yeah.
Can you give us a general idea for the breakdown of pricing models in the portfolio across the company?
No. Jamal, that's yours.
Yeah. The answer is no. I mean, we do not break it down that way. like we've just said, there are some seat-based pricing out there. There is other pricing. I also believe that we can adapt, right?
Yeah.
I think, was it Barry said it, that if that becomes an issue, and we start providing more agentic employees for that, and seat-based goes away, then we'll find a way to get value from that, right? I mean, that's something we've always done. No, we don't track anything in that way, so I don't have the breakdown.
Okay.
What it comes down to, like generally in business, you've gotta be doing something that your customer values. You've gotta be doing it better than your competitors, in order to, you know, to deserve that value. You've gotta do that continuously, think about that as you go through. How you price, I think Jamal said, it will be your, based on your ability to add value to your customers, right? You can't take that ever for granted. Any of our business leaders take that for granted? Well, you know, they're not gonna succeed. I hope they all remember that. Their customers are what keeps their businesses humming.
Great. We've gotten a number of questions from shareholders who are curious about Constellation Payments. It's a long-running initiative internally, but there's a sense that it's getting more traction or becoming perhaps more mandatory in some ways. The question is, what are the incentives for Constellation subsidiaries to use Constellation Payments as opposed to other payment processors? Also curious about the IRR on the investment needed to create Constellation Payments. That's your area.
Probably should take that one, man.
I can let someone else take it.
Yeah, yeah. We've had a couple of false starts with Constellation Payments. We realized many years ago there was a huge opportunity in a lot of the verticals within Jonas to capitalize on payments. We were always in the payments game as an ISO and reselling someone else's stuff, and saw that there was opportunity to get greater margin if you move up the food chain. We did that. We partnered with one firm originally, and that partnership didn't end up working out well. It wasn't the right gateway for us. Unfortunately, we did a second partnership, and that was working great. That firm was actually sold to one of the big payments companies, and they discontinued or end of life'd that product. We don't want to get burned three times.
It's kind of like the three little pigs, you know, eventually you build the thing out of brick. We got our own gateway, and we've launched that gateway. We have a number of clients on that gateway, and it's picking up some pretty good steam right now. We feel pretty good about where we are. As far as going across Constellation, we picked the name Constellation Payments with the dream that we'd be able to sell to all our friends up here on stage. We realized within Constellation that sometimes doesn't always work out that well. We're really focused within the Jonas organization.
The vast majority of the Constellation Payments stuff is within Jonas, but we do have a couple clients from Harris and a couple clients from Vela, and we just did a joint venture with Volaris over in the U.K. It's gaining some traction within the group, which is good to see. It's upon us to prove that this is a great solution and better than the others versus Mark Miller dictating to the other people on stage to make it happen. We feel pretty good about the trajectory we're on. There's still a lot to do, but, yeah, we feel pretty good about the trajectory we're on. We're growing significantly in the payment side of things in terms of organic growth, and we have been for a number of years and forecast doing that for a number more years.
I think that covered all the questions. Did I miss something?
IRR.
IRR. Oh, yeah.
You have to answer.
Yeah. Historical IRR perspective.
Yeah, let's, uh.
Perspective is always good. Perspective is off the charts. Historical probably wouldn't be that good. I don't think we should be disclosing those numbers.
Yeah.
It's definitely, I would say, below threshold, so I'll say that on it. It is the right decision. I think about where we're going now from an AI perspective and going back to what I talked about earlier about utopia grids and doing everything for your customer. Payments is becoming more important, as is things like hardware, embedded proprietary hardware, that type of stuff, which I know Bill knows a lot about in his business. I see it as also a strategic wedge attrition buster as well, and we've seen that over the years. The clients that use both our software and our payments are much stickier than the ones that just use our software. I'm very excited about that as well.
Great. It's an interesting example of sort of a cross-group functionality or a layer. We heard from Santina talking about data sharing inside of that healthcare group. We heard from Bill about Modaxo building an AI layer over his various business units.
Yeah.
I'm really curious about the extent to which data can be shared or not shared across internal business units, especially customer data. Then also would love to hear other examples of things that you can now do because you have bigger business units, many more businesses at the same time.
Bigger verticals, you mean?
Yeah.
Bigger verticals.
Bigger business units. I'd love big business units. I'd much prefer to have groups of businesses together. Yeah. Who wants to take that one?
I'll take it. Look, you know, we're trusted custodians of our customers' data, we treat that very seriously. We, you know, we do have access into and can see and, just with their permission, you know, utilize that more broadly than we are today. It really comes down to, you know, today, where we have multiple products and even multiple Modaxo businesses servicing the one customer. You know, those systems are still talking to each other via various means. This is a much different level of that type of engagement. You know, we have to get them comfortable that if we're taking that data and gaining intelligence from it, then we, you know, we have to be doing that on an anonymized basis.
It has to be a quid pro quo that they get access to the knowledge gained from, you know, the broader customer set that we open this up to. Our hope is that as we add more customers, you know, we get even more intelligence, and it becomes, you know, a compounder and a flywheel that creates value, even greater value for our customers. We believe we're strongly placed to leverage that. You know, we definitely, you know, frankly, unlike, you know, what's happening in some of the frontier models, you know, we're not scraping people's data without their permission. We will honor, you know, we'll be very careful about treating our customers' data with the respect it deserves.
Any other groups have an interesting, you know, case of a cross BU kind of initiative that's happening?
Yeah, we have some stuff in healthcare, obviously it depends on our customer contracts. You know, typically we're able to aggregate a lot of data, anonymize it, and then actually be able to monetize it by selling it to, you know, pharmaceutical organizations and research organizations that we're looking to do research into cardiovascular issues or other issues, 'cause again, we had all of the patient data that we were allowed to get access to. We've definitely had some successes with that. It's tricky, right? 'Cause you know, back to Bill's point, you, like, you know, do no harm with that data that we're entrusted with is the first consideration.
Um, before Will ask his last question in this segment. I want to alert the audience that we'll be turning to you again, and I see someone's already lined up. Will, please pose your final query on this segment, and we'll turn to the audience.
Right. Last one on operations is on cybersecurity. Couldn't quite get away from the AI question. AI appears to be expanding both the scale and sophistication of software security threats. How does CSI minimize cyber risk across its business units? How do you balance the protection that comes from decentralization against the possible benefits of centralized resources such as red teams or shared vulnerability tools?
I think we try and do both, right? I think, you know, we benefit from decentralization because a lot of our systems are standalone or apart, you know, you can't get at all of our systems in one fell swoop. You know, we do offer guidance, tool support. In some cases, we mandate certain tools, you know, CrowdStrike across, you know, across all of our businesses. Then we also encourage other businesses to do their own thing. If you were to talk to Santina, you know, she has a very specific healthcare focus because healthcare just gets attacked on a continuous basis.
You know, she would take the corporate support, and then she's taken it down a whole 'nother level. Like, she has a cybersecurity leader within our healthcare practice, not just at the Harris level. I'd say we try and combine both to get the best we can in terms of, you know, being as safe as we can. It never seems to be enough.
Yeah. I think we're obviously always looking at ways that we can use AI to monitor security threats across the volume of businesses we have. It is very much a trust but verify mindset as it comes to things like security. We want each individual business unit to own the importance of maintaining the security of their environment and their data, but we do have the benefit of having the knowledge across a broad range of individuals and some very talented security experts that can go in and can work to validate that the businesses are doing what they need to be doing.
It's probably a good example, actually, where there's CSI involvement, operating group involvement, group and portfolio involvement, and business involvement. In this case, actually, because it's so important, you actually see that going through the whole stack.
Yeah.
Great. Excellent. Thank you. Let's turn to, I guess it's question seven from the audience. We'll start on that side over there.
Hi. Thank you so much. I just want to say it's wonderful to be here, my first in-person shareholder meeting. I'm employee at Vela Software, and I also own shares in Lumine, so my question's kinda geared toward David Nyland. With regards to the WideOrbit acquisition, my understanding is that at the time, you know, Lumine was valued around, like, 18x EBITDA, and then WideOrbit was at a lower multiple of EBITDA, like 13x . When they did the transaction, you were using a higher multiple public platform to acquire, you know, a lower multiple asset.
I guess my question to you and the other spinout companies is, there are companies like Chapters Group, where they raise capital at the top per level, that can be debt or equity. Essentially, that's at a cost below the acquisition yield, then they funnel that to HoldC os that can buy assets at lower multiples. I guess my question is, why hasn't Lumine and the other spinouts leaned further into that model? Do you see that evolving that way? Just how you think about, you know, creating those value, meeting those hurdle rates through multiple arbitrage, and those types of structures, like, similar to Chapters Group. I hope that's fair.
Thanks. Yeah. David?
I feel like I should ChatGPT to help me answer that question.
Need a phone?
Yeah. Yeah, no. Obviously, we were valued at the time as a compounding acquirer, taking a long-term view of what that value creation would be relative to a standalone asset and how you would value a standalone asset. It was a premium asset, so we paid a premium price for it. A significant piece was the rolling shareholder investment in Lumine. It's a very unique deal. Would we do unique deals like that again? I think we possibly would if we found something extremely interesting that created compounding value for our shareholders. You know, at CAD 54 a share, we probably should have done it.
It wasn't the right time for us to do that, I think we, you know. At some point in the future, there might be, if we trade above intrinsic value, I think there might be an opportunity to use the script in deal. That's not currently our investment thesis. We're compounding with cash and very traditional approach. If something surprising, interesting, and large happens, yeah, we would definitely consider it again in the future.
Thank you, David. Question eight.
[Hernan Silber] with Rosemark Capital. You guys recently changed something in your M&A approach, which is you included a section on AI and risks and potential benefits. I'm sort of gonna turn this question around to the operating group heads and say, if you had to re-underwrite sort of all of your BUs, what percent would you say the underwriting would change today with LLMs versus, say, four years ago?
Wicked.
I wouldn't uh.
Yeah, I mean, like Bernie, it would be a good question for you. We were talking about it last night.
I think he addressed the operating group manager.
Yeah. Intentionally. I tried to ask the question when you were asking. I think it'd be a question for you because I think it's if you bought all the companies.
Mark, I'm happy to start.
You wanna start? Okay.
Yeah. Because this was done I'm laughing 'cause I'm looking at the individual who did it. I won't disclose his name.
Yeah.
He did it within his own portfolio, and he said he developed a test on AI threats and opportunities and on how he's gonna approach it for new acquisitions. He went back, and he said, "Okay, if I were to apply this lens to my own portfolio, you know, where would they fall into?" He obviously had a select few companies where he said he wouldn't have invested in out of the new environments. When I dug in a few layers, it was really a case of these were already poor companies, what Mark alluded to earlier. They had high attrition. They weren't great businesses. They didn't have good moats. At the end of the day, they turned out to be bad investments. Not bad. I mean, they still have good returns, just not great returns.
It was hard to figure out what was really AI that was impacting those businesses or were they really just poor businesses that we didn't fix and improve the moats. It's a difficult question to ask, and I think everyone up here will tell you that there's probably a few, like, horizontal solutions that they wish they wouldn't have bought, but in reality, those weren't great companies anyways. I think that's kind of the discussion that you end up going down.
I mean, poor businesses remain poor businesses, and you'd like to sometimes have another shot at whether you bought them or not, right? Sure. Any kind of point solution that has high attrition, AI or no AI, is gonna have issues. Looking back, I don't know, the 30 years where we've acquired these businesses, some of these businesses, sure, maybe we shouldn't have or maybe there could have been ways to fix them. Maybe now with AI tools, we can protect them better. All sorts of possibilities. It's certainly those troubled businesses that aren't great. We still get decent returns because it's all a matter of the pricing and how much we can fix these businesses. I think with AI tools now, we could probably do something better for those businesses.
They're not, they're not gone. Then again, we can always try to go back and revisit should we have done that. Happy to say that it's probably a very small minority of the businesses across the board.
Excellent. Thank you. Anyone else? Thank you for that question. Thank you, Dan. Question eight over on the right.
My name is [Danny Poland] I'm a shareholder from Pittsburgh. I believe in the circular it said that Mark Miller elected to forego his salary and bonus this year. That seems like a great deal for the shareholders.
Yeah.
Thanks for that.
Yes. I just carried on what Mark Leonard did.
Yeah.
You know, I really care a lot about this company, and I took this job to help this company and the shareholders in it. I think my compensation.
It was a negotiation. Mark wanted zero comp, and we wanted to pay him something.
Yeah. It's really just, for, you know, I really just wanna try to help this company improve and continue to increase its intrinsic value over time.
My question was just what the motivation was.
Yeah. It's really just in the best interest of the company, and I hope it can help in some way. Thank you so much for that question. Switching over. Actually, yes. Thank you.
Thank you, Mark. Thank you, Mark Miller.
It's actually question 10 here in the middle.
Yeah. That's gonna be the last one before we have to come back to the panel.
I had a question for Mark Miller.
Yeah. Sure.
How different Constellation 2.0 under Mark Miller would be as compared to Constellation 1.0 under Mark Leonard?
Similar question on the same line, how do you think about retention of the people, team, and risk so none of your experienced guys go out there and create a CometChat?
You know, I think it's really continue what we've done for the last three decades. I don't think there's any fundamental changes to what we're doing. I think we're trying to learn some new skills. For example, which maybe were some old skills, but we're refining them as, for example, with PEMS. I think, you know, we've got to learn and continue to grow that part of our, if you wanna call it muscle, because we've got to, we've got a lot of capital to deploy, and I hope we continue to compound for our shareholders at, you know. We'll have to become better at some of those things than we were before, I think.
I'm very looking forward to that. I think I said that earlier. It's just for me, it's helpful because it, you know, shakes up some of our businesses and gets them thinking about customer-driven mentality, and we just gotta make sure that we get a good return on that investment in what we're doing right now. I don't think much has really changed. You can see the team up here is expanded and, you know, with two dozen people at head office, there's really we depend on each of our business unit leaders and all the operating group leaders to continue to the ones who generate all the cash. We just are fortunate enough to be able to help deploy it.
Honestly, I don't really think things are going to change much. Focus on developing people.
Yeah. Thank you. That was actually a nice segue. We've completed the first 1.5 rounds. We'd now like to move to M&A. I'll turn it to Howard for the first segment of that section.
Yeah. The other key branch of Constellation, of course.
Bernie. It's not me. It's not me.
Of course, the first, written section, of course, relates to AI and M&A.
Sure.
The first question here is about terminal value. There's lots of AI innovations, there's a worry maybe as you evaluate software businesses, maybe you should be concerned about terminal value.
Sure.
How has your thinking on that evolved, and how have you kind of integrated that into your process of evaluating companies?
Yeah. There's been a fundamental shift in terms of how the investing public views publicly traded companies and everyone has subsequently taken a haircut, including us. I don't know. I see the businesses within Constellation and the folks at the AI accelerator that we saw out near the airport yesterday, and I see a whole bunch of people really pumped about what they can produce for their customers. If you go back to that earlier question, you know, are we gonna be laying off people? I see the tremendous amount of capacity that we have going forward, available for our guys to develop more and more product for our customers.
They're going out, and the general managers of the BUs are going out to speak to their customers and trying to figure out what their pain points are. All of that backlog of stuff that they've always wanted to do and, but never had the chance to deliver because it was just so tough to do, they're jumping in right now, both feet, getting everybody involved and trying to figure out what to do for their customers. I don't see that terminal value diminishing the way that people have seen that.
Yeah.
-in the public markets. I think there really is a disconnect. Now, maybe there are some businesses that are on the fringe that maybe it could be copied really quickly, very easily replaceable. I just don't see that. To me, fundamentally, I believe in the businesses that we're running here. Just the shift in this tooling that we have in our shed, that we could just take advantage of and deliver everything that we need for our customers.
Is it fair to say that then for the kind of broad M&A process across different operating groups, you haven't really put in any new, you know, kicker for terminal value assessment or anything like that?
I haven't. Have you?
No, I haven't. I'd love to. No.
No, no. No, no.
No. Nope.
No.
Yeah.
On assessing, you know, AI businesses, you know, the shareholders kind of asking, you know, have you built any framework for assessing acquisitions of AI-first businesses, and how is that maybe similar or different to previous iterations of technology?
Yeah.
SaaS, mobile, you know, all of that.
Yeah. AI-first businesses. Right now what we're looking at in terms of acquisitions, whenever a prospect comes into our sights and we're going through the motions, part of our diligence now is assessing their vulnerability to AI. It varies from one operating group to the next to see how they assess it. Not only that, we also look at a lot of these businesses that are really in their infancy stage in terms of using the AI tools. Because we're gaining all of that experience of using this stuff internally within our businesses, we're also looking at how we can apply this stuff to the new businesses.
Yeah
-that we're acquiring to see if there's any upside. We're taking both of those into account.
Yeah. The due diligence is giving you internal lessons as well, right?
Absolutely. What we'd love to see, now we have, you know, we have 1,500+ business units. We'd love to see the results internally, so we can use those lessons and apply them to future acquisitions.
Which is how we've done everything from the start.
Exactly.
We always learn.
Some of these businesses come in with their own lessons that we can take from them as well.
Well, right.
Fabulous people, of course.
Yeah. We've learned everything from the businesses we've looked at, Bernie, since 1995, right?
Right. Yeah. AI is just another aspect of that.
You know, kind of a offshoot of that is, if any of these kind of AI businesses you're evaluating, they're, you know, using one particular frontier model, you know, how do you kind of underwrite? Is that a risk? Is that a, you know, opportunity, something to keep in mind of?
The code is transferable usually.
Yeah.
Between the models. Let's just be clear.
There's multiple platforms.
Yeah.
Um, it's just a matter of trying-
Code is code is code.
Exactly. Don't know if anyone else has anything to add.
Yeah.
Well, I think, Howard, like we're not really looking at that many AI first companies.
Yeah.
Let's just be clear. I think we're looking at a lot of companies that are saying they're doing things with AI, to Bernie's point, and we get in and we try and understand what they're doing and comparing it to what we're doing and making our assessments. I can't remember the last time, you know, one of the ones we looked at was what we would call an AI first company. Maybe I remember who we are and how we value and what we pay. I think that's not where we are. Not yet anyway.
Yeah, absolutely. I mean, just to underline that point.
Yeah
The bulk of the businesses that we see are not AI first businesses. These are small businesses that are doing the right thing within their customer bases, and they're doing the meat and potato stuff. Generally, they're not on the AI bandwagon yet, or very few are, and the ones that are just using the basics. We're not looking for AI first businesses per se.
We've seen a few.
Yeah.
They're usually, they don't have customers.
Yes
Sort of out of money and just rewatching themselves. I wouldn't, you know, I don't think there's a huge.
No.
Competitors in our segments where-
This AI first company's killing it. We are seeing people who've put some money in something, try to build something.
Yeah.
Can't get the distribution.
Right.
Yeah. You could probably point them to the SPAC market instead of.
They could change their name and add AI to it, you know. It'd be easy to do.
That's easy.
Yeah.
Maybe switching to hardware. You mentioned last year that you studied Motorola Solutions and Hexagon.
You know, do the developments in AI make you more interested in hardware? I know Mark is a big fan of hardware.
I mean, like, the Volaris and Trapeze has always had a lot of opportunity to deal with hardware because we deal with a lot of buses and trains, and there's a lot of in-vehicle devices. I've always liked hardware. I always think it's I think it's, it's, you know, you wanna do as much as you can inside that vertical. You obviously want proprietary hardware that is special and unique to that niche. I really, I really like hardware a lot. Does AI help us with it? You know, I mean, you know, when you're doing hardware, it's a harder business.
You gotta worry most a lot more about working capital and generally the hardware has embedded software on it, so it might help you write some of the embedded software inside the hardware. Yeah, I've never had a problem with it. Maybe we'll do more of it, maybe we won't. It'll depend on our what becomes available to acquire. It's perfectly fine for us to do it.
Similar opportunities, yeah.
I think so. AI doesn't help or doesn't change that game.
Yeah. Maybe just the last one on this section for me is on horizontal businesses. We've kind of talked a bit about that.
Yeah.
You know, there's a belief that obviously VMS is more insulated.
Yeah.
-horizontal businesses. Does that, you know, change your framework for acquiring horizontal business given AI or, you know, has it always been the same?
It depends on the situation. I mean, if you're horizontal in a specific geography, like, you know, that's one thing, you know. It depends on the situation and the price and what we really think the long-term value of that business will be. I don't think it's affecting us at all in our decision-making now. We're gonna look at that business on an individual basis and think about what the next decade of that business might look like under multiple scenarios, right?
Yeah.
Yeah. I can add that many of the horizontal businesses that we do buy have their own moats despite.
Yeah.
Being horizontal, and that's what we do look for, something that's defensible.
If, if not, we'll model it up accordingly.
Exactly.
Which, I mean, affects what you can pay for that business, obviously, if.
Yep.
The moat is not comfortable or deep or makes sense.
All right. Thanks, guys. I'll turn to Larry.
Okay, thanks. My segment is on PEMS. We heard a presentation about the topic earlier, which provided, I think, extremely valuable information. Nevertheless, we got a very large number of questions about this topic, we'd like to pose a few of them. We'd like to front that by emphasizing that we are very grateful for Mark Leonard's continued involvement in this endeavor.
As an advisor.
Sure.
We're also happy with your keen interest in this topic. We also wanna stress the need to be particularly careful in this area around proprietary information related with this strategy, as well as the fact that it can involve two public companies and concerned about revealing non-public information. With that front, a few questions, if I may, Mark. Here's a simple one at least to read. Ready?
Ready.
What edge does CSI bring to the PEMS strategy?
Well, I mean, we have capital. A lot of people have capital, but we really understand vertical markets, vertical market software businesses, I think reasonably well. We've had a fair amount of experience over the last two decades understanding vertical market software companies. I think those two combined are useful. We also know sometimes a little bit about the verticals that these companies are in, which I think can help. We're also comfortable buying or investing in businesses that require some help. Bernie, I mean, maybe you could elaborate on that.
Absolutely. Our deep expertise in software for, we've been at it for over 30 years. I think that helps us a lot. I think we have a lot to share in terms of how we do things and so our expertise in that. Plus with serial acquirers, you don't see very many serial acquirers. In our M&A conferences in the past, we've invited heads of serial acquirers that are non-software as well, and you've been to a couple of those. There are immense, tremendous similarities that I think our experience could help. I think we have a lot to offer.
I think we've thought a lot about compensation, about, you know, investing, incremental capital at, intelligently and measuring those things. We think those are useful for people who care about these businesses over the long run.
Thank you.
I think it's unique.
Yeah, that's a good point. Second question. In a PEMS structure, how does the underwriting process discount or account for the friction of having to persuade a legacy board or management team to adopt Constellation's capital allocation discipline?
Sure. You want me to take that one?
Yeah, you take that one.
If you think of the way that we've done acquisitions to date, we buy businesses lock, stock, and barrel, and it takes one, two, sometimes three years to get them up to speed with best practices that we use to run our businesses. If you think of minority shareholder and how much influence you can have on a business that you do not own 100%, it'll obviously take a little while longer in order to influence management to do the right thing. What we believe is that we have to get them at a lower price than the businesses that we are actually acquiring at 100%. You will see if we measure ourselves at the same IRR that we measure 100% ownership-
Sure.
We would have to get these businesses at a lower price.
Yeah. Be patient.
Patient costs. Time is not your friend. Okay. This is the third question in this segment. Many conglomerates with meaningful public equity holdings trade at a persistent discount to net asset value. As Constellation builds out its PEM strategy, are you concerned the market may apply a similar discount to these holdings over time?
I don't think so. I mean, you could see funds that are out there that are closed funds that invest in individual publicly traded businesses, and you can go invest in them. Yes, the closed funds themselves have a discount to that. I think that over time, if you look at how our performance will, how we perform over time, I think I don't think there would be a discount, and if there is, so be it. It'll vary over time. Just the same way our intrinsic value is one thing and the price is a different thing, and there's nothing that we could do to predict that price and to change it.
Yeah.
I think, you know, conglomerates, it's still vertical market software, what we're doing.
Sure. Yeah.
It's not some totally different business.
Yeah. What if the market fully reflects the value of the company and you no longer see the investment as attractive? Would you depart or protect your reputation as a permanent owner? I mean, part of the PEMS strategy.
Stay permanent.
Yeah. The first word is permanent, I think. Being a permanent owner, you've emphasized it several times this morning, buy and hold forever.
Yeah.
How would you think about that?
That's putting it as permanent. Yeah. Yeah. I mean, selling the businesses, if the price runs away with us, that just doesn't make sense tax-wise. It just would be tax inefficient. I think what we would do is have or just see like-minded investors pile into the business that we're in and just keep holding onto it for the long haul. We're not in the business of, you know, selling high-priced shares to people that are unaware of what's going on within the business. We're literally in there permanently.
Yeah. Better things do with our time.
Yeah.
I've got one or two more questions on PEMS, and then we'll return to the audience. If you wanna think about questions and lining up, now's a good time. Either the ultimate or penultimate question, and this one is: How can you generate cash from public investments from PEMS? Are there strategies with special dividends? As you technically do not generate free cash flow from the public investments, which won't help you grow free cash flow and reinvest the proceeds, how do you think about that aspect of it?
Sure. Well, the way that we run our businesses is exactly that. We look at areas to invest in, if it's R&D, if it's particular initiatives that we're doing within our businesses, that's where some capital goes. There's capital deployment in terms of acquisition, we'll take a look at that and see what's available for acquisitions. We would apply those lessons to PEMs as well. When there's excess capital within the operating groups, what do they do? They send it up to headquarters. I think what we'll try to do is influence businesses that have excess capital to return it to shareholders if they can't find anything else to that gets a good return on invested capital the way that we measure it, they should be measuring it themselves as well.
Any excess, we would hope to get it to be returned. We would want businesses to continue to invest in what they're doing as long as the returns are appropriate.
That's all. Thanks. I think I will ask one more if you don't mind.
Sure.
'Cause I think it's got a subtle learning in it. The questioner is looking for clarity, I guess, in her understanding of the blueprint of the PEMS strategy.
Sure.
Here's how they describe it, then they wanna know if their assumption is right. The plan is to buy shares, see if the company is okay with being taken over. If not, try to steer decisions in a certain way and reap the benefits of the improved operations. Is that a fair description or are they missing something there?
If you think of the process of the way companies are for sale, it doesn't work that way. You don't knock on the door for In a very large business we're talking about multi-billion dollar businesses. You don't knock on the door and say, "Are you for sale?" You know, "Yes, we are." "Okay, here's the check." Nearly always, we've had the opportunity to bid on companies, publicly traded companies that are for sale, they are hand in hand with typically an investment banker that takes them out on a roadshow with a document and a confidential investment memo that talks about their business, they do an appropriate job of scouring the world for appropriate buyers. Once that happens, you have to pay a premium over market to get that business.
We're not in the business of paying up for these businesses in an auction, it just doesn't make sense for us. We wanna go to the places where they're undervalued. It's not that. It's really not. We're looking for undervalued businesses that are out there, and we'd like to get in and try to influence management. And what we're looking for is that the appropriate managers are in place, the incentives are in line with shareholder expectations, and that their capital allocation is sound. It's, it's very simple. It's we really want to align those businesses with shareholder requirements.
Thank you for that clarity, that clarification. Let's turn to the audience again. I think we're up to question 10. This one will come from the middle aisle.
Thank you. Andrew Rosenblum from Bonsai Partners. My question is around the compounding engine that we have. I think it's one of the most important things that we do.
Yeah.
We understand where capital comes from and how to redeploy it. PEMS is different because it doesn't return the capital.
Yeah.
Back to us, and it doesn't give us the capability to take it from potentially cash flowing, but low, incremental ROIC opportunities in that business to put it somewhere else. My question to you is, because the compounding engine sticks in the business for PEMS that we are buying in the public market, is the bar just intrinsically much, much higher that we have to be completely confident that that business itself will be a compounding engine like we are, and therefore we need to hold it to a different standard of business, not just a VMS at a cheap price?
I think Bernie sort of answered that, right? Yeah.
Yeah. That's a very good question. You have to remember how we got here, okay? Well, we had a slide up there earlier that said we had how much? CAD 3 billion of dry powder. Yeah. We're trying to invest that capital and it's a very tough slog. It's tough despite the number of VMS businesses that are out there. It's tough to use to redeploy all of our capital. That's why we came up with the idea of PEMS. The idea of PEMS is to use some of the capital that we have to find undervalued opportunities out there.
Once we find those undervalued opportunities, the idea is, well, actually trying to find those opportunities is to figure out the businesses that have the highest probability of being receptive to our influence. That goes hand in hand with what we're looking for. Folks that have been shareholders of these businesses are probably looking for some kind of catalyst for these businesses to improve themselves. Like I said earlier, there are a number of ways that these businesses can invest their capital. It's R&D, it's various initiatives within the businesses, whether it's geographic, product, et cetera. There's buying back shares, there's dividends, all sorts of different avenues. We believe that over time, using a number of different ways to improve businesses, that we will reap the benefits of the improvements of those businesses.
I hope that helps.
Thank you, Andrew.
Thank you very much.
Yeah. That's great. Question, is it 13? Lucky 13. To you.
Joseph Shaposhnik from Rainwater Equity. Question on the same topic. You may generate as much or even more than CAD 20 billion in free cash flow.
Yeah.
Over the next five years or so.
Yes.
That's a really, really tall task. I wonder, because it seems as though buybacks are probably unlikely, given that you haven't done one at this level. Dividends have culturally not been very high on the list. Just wonder, outside of PEMS, do you have any other ideas or evolutions that you might introduce over the next five years to help with the capital allocation?
Sure. Mark, do you want me to take that?
Yeah, you can.
Okay. What PEMS was, is one of them, obviously. If you dial back the clock, I don't know, a couple of quarters, Mark Leonard also mentioned style drift. I think we're looking at other areas as well. Services, tech-enabled services and other areas as well. It's really in its infancy stage, we're experimenting with different places, areas where we've had a little bit of experience in, through our software investments. We are looking at other avenues. It's not just gonna be software. Of course, the bulk of it is going to be software because that's what we're really good at, and we've studied that over the last 30 years.
You're gonna continue to see a lot of that, going forward, but there's a possibility of new stuff that's coming up.
One follow-up on that.
You can follow up. Go ahead.
Thank you. Follow up on that. Do you think you'll see more PEMS investments over the next three years or more style drift investments?
Is that possible to answer? I cannot predict that. Yeah. There is no way. I love we were talking about it last night at dinner, actually, and, you know, you can't really predict that, right?
No. It's just nice to have different tools in the shed that you can use based on the current situation, right?
Yeah, now PEMS is still an experiment. We're just starting out and just like a couple of other areas we're poking at, still very early.
Excellent. Thank you, Joseph. Question 14 in the middle. Hey, how's it going?
Hi, Daniel Lee from WCM Investment Management. Thanks for hosting the meeting. Good to see you back since 2019.
Thank you.
Kind of a follow-up to the prior question on I think I might be wrong, but I noticed there's a business unit that's focused on industrials.
It's kind of to that style drift point. I know there's a lot of experiments happening, could you help us get a sense of how you think about approaching kind of new industries that are outside the direct kind of vertical market software realm? Do you approach it first with the same hurdles, like IRR hurdles first, or is it more of a business model thing first? How do you track those experiments to s ee whether they should kind of dial it in more or kind of pull away.
Every investment we track and have tracked forever. I think in our decentralized structure, there's some experimentation just that naturally happens and ideas that come out, and we, you know, depending on the operating group leader and who, you know, which portfolio you're in, we sort of, we'll allow those experiments to happen, and then we'll measure how that's how that's working out and then consider whether that's something we could do more of. It kind of, I would say, happens organically. Wouldn't you say?
Yeah. Yeah, we'll measure them the same way, same IRRs.
Same.
Everything's the same.
Right. You have to.
It just so happens that VMS is a really good industry to be in.
Yeah.
We'll just have to measure them accordingly with the same level as our own VMS acquisitions, for sure.
Thank you, Dan. Thank you very much. We'll actually come back. We're gonna pivot back to the panel now, and we'll actually have some more questions about investments outside of VMS in a moment. First, we'll turn the table to Will with some questions about general M&A activity.
Right. VMS is a great industry. There does seem to be some sort of gradation inside of VMS. The question asks, the phrase mission critical is used to describe just about every software business. When you are evaluating businesses to buy, how do you assess the criticality of the software to the end customer? Can you illustrate with some examples of businesses where you've walked away because the software didn't meet the mission-critical criteria?
I can hand it over to the other guys.
Yeah.
Does someone else wanna take that? It's a great question.
For sure.
Yeah.
Happy. We always think about if the system goes down, does the customer go out of business? Can they not run their business, right? If you think of it that way, that's the ultimate mission criticality. You sort of take that part of the continuum, and you go to the other side of the continuum, which is if the software stops working, does the business just pull out a piece of paper and handwrite things down and keep going? That's how we think about it, and then we have that judgment that goes into it. Most of what we look at is on this end of the continuum, which is the business really stops working, and you've got to be able to fix it and all that kind of stuff.
You know, on this end of the spectrum, we do have some businesses, and, you know, we talked about marketing this morning.
Yeah.
That's one of the businesses that probably pivots closer to this side of the spectrum than this side of the spectrum. We have some of those in Jonas as well that are closer to this side. When we go, I guess, closer to this side of the spectrum, where it's less mission-critical, we often do it in a vertical we're already in, so it's like an add-on product on top of a mission-critical system. So that's how we think about it. You know, if we're going to this end of the spectrum, we hopefully price appropriately, and we think about that in the price we're paying and what we're willing to buy the business for. If we get to this side of the spectrum, then we know it's probably inherently good business.
You know, one of the key indicators is obviously attrition rates, right? When you're on this end of the spectrum, you tend to have very low attrition rates. When you're on this end of the spectrum, you tend to have higher, much higher attrition rates. Yeah, I was talking at dinner last night to one of the Harris folks, and they have a couple businesses with 0% attrition. I've never seen that before.
Yeah.
I'm just jealous of Jeff over there. I'd like to know what that is.
Yeah.
The middle of the spectrum, just to add to that, the middle of the spectrum is a, say, a departmental solution where we have the main, system of record, but there's a little department solution that could be mission-critical to a handful of people within that organization. The business doesn't die if you pull the plug on that add-on, but that's mission-critical to that group. That's kind of somewhere in the middle.
I suppose unasked, but implied in this question is, you know, to what extent are you looking for mission-criticality specifically as a qualitative measurement, as a qualitative criterion versus as a, you know, it happens to be mission-critical because you've looked at the attrition rates and those tend to be low. You know what I mean?
Yeah. We use a business quality checklist that we've used for I don't know how long, Bernie, but it's in there. There's other aspects to it. It's not the only thing we look at, but it's one of the key things we look at, is that mission criticality and the business quality checklist. Obviously, the higher you score on the business quality checklist, the higher we believe it's a great business, and we might want to stretch to make sure we acquire that business. If it scores lower, we hopefully price accordingly. It's not the only criteria on the checklist, but it's definitely on the checklist and a big one.
Great. Robin, a couple of questions for you. Slightly over a year into investing in Asseco, what lessons have you learned about minority investing that might inform your approach next time around? Can you elaborate on how Asseco has changed for the better following the advice of Topicus executives that have joined their supervisory board?
It's less than a year because, I believe we're a little bit over half a year in it. That's one. It's a great business. It's, I mean, the founder, Adam Góral, built this business. It's a kind of Topicus, and he built it out with his team. It's a great business, and we like it. What we try to do now is, as Bernie and Mark Miller referred to, is to have discussions with the management team. That's the part engaged. You know, we show them our tools and the way we think and all that things, and it goes step by step. You know, they're trying to get their head around things we do and things they do.
You want to continue them doing what they do very well. Hopefully, we can add some things to it. That 1 + 1 is more than 2. I think that's very important in this partnership. You know, there are also partnerships when it's less than two, but you try to do that together with the company and the management. We're, yeah, we're on that path. We have three persons on the board. You know, we have good dialogues. I think, slightly different than, like I said before, buying a whole company. Like Bernie said, you know, it's the feeling that people are open to what we do and how we think. I think we have great discussions there with management.
Like I said, it's half year that we're in it, so it's a bit early to tell where we're exactly standing.
The second question on this is, to the extent that they do M&A at Asseco, how do you address potential overlap in targets? Do you have some sort of deal registration database, the same way that, you know, the whole company sort of registers its deals and which ones are carved out to the different groups?
Yeah. They're not part of the Constellation system, so they have their own, you know, they did M&A, and they can continue doing M&A. We have resolutions about if there are potential conflicts of interest, we have to solve that. They do what they do, so they're not part of the Constellation, let's say, database or whatever you wanna call it. They're not part of that.
Okay. This one is a question about private credit, particularly around software. To what extent has the dislocation in private credit, particularly around software assets and portfolios, created new potential investment opportunities and ways to deploy capital? I suppose the questioner is asking if Constellation is open to investing in credit as opposed to equity historically.
Well, we know that the opportunity is out there. We know that there's some distressed debt out there with respect to software investments. But it's a completely different world from equity investment. Right now we're looking at things, but we're not diving in. We know that it's a scary world, just because of the way that businesses restructure debt. Sometimes it's just difficult to hold on to a piece of paper and make sure that that piece of paper still exists at the end of the restructuring, or whether it's worth that paper at the end of the restructuring. The other aspect of it is it's a very short tenure, tenured type of investment.
Debt is typically, what, you know, five years out or three years out, and if it's distressed, there's gonna be a restructuring that happens in short order. We're in the business of long-term investing, so permanent investing. It's very difficult to shift ourselves from long-term investment into debt that has maybe two, three years, and then you get, you know, all of your money back, more of your money, more money than you expect, some of it back. Anyway, it would go back to, you know, what we did 25 years ago, these short-term equity investments. I don't think that really fits with our model. Never say never.
Great. We had a live question come in. What is your view on the market's consolidation rate and hurdle rate? In other words, will you run out of small profitable companies to buy soon? A question about your runway.
You guys wanna take this or me?
Bernie, take it.
I could, yeah. Our runway is still huge. I mean, going back to profitable, we don't I think we've said this various times. We don't look at profitability. We look at the a business mission criticality, attrition rates, loyal customer base, employee base, all sorts of aspects of these businesses. Our database of these software companies is still quite large, and it's still building. If you think of what the software world is all about, especially now with AI tools that are out there, that you can get more software businesses that are created on a regular basis, the number of acquisition targets that are here today will be multiplied several fold over the next 10 years or so. I think that runway still exists.
Don't know how software or what software will look like 10 years from now. It could be a completely different story, but I'm, I firmly believe that those prospects are still there.
There's new startups all the time.
Some might work.
Great. Thanks. Howard?
Can I just, the panel has had a bet about the likely population of the online group, and Howard won the bet. There are 1,150 people online as we speak. Congratulations, Howard.
Really?
Well, what was the deal? What's the-
Can't disclose that.
Yeah. Once it matches, once attendance matches stock price.
It's a prediction market.
For Constellation.
Oh, got it. For sure.
Yeah.
A slice of pizza.
Pizza. This section, the last one for the M&A, is more about larger M&A and also outside the VMS. On the recent earnings call, you were asked about, you know, valuations and kind of said you haven't seen that much movement. If this kind of persists, do you see valuations start to decline more for smaller acquisitions or the larger acquisitions in private markets? You know, does that mean, you know, you should focus your efforts towards one or the other?
Yeah. Going back to the debt discussion that we just had, the leverage discussion, a lot of the large acquisitions are levered, right? They're private equity acquisitions, and some of those, some of that leverage is up for refinancing probably within the next five years or so. It all depends on what those debt markets look like in terms of influencing whether these businesses are put up for sale. Otherwise, they will just continue to refinance if they're able to do so. With the SaaSpocalypse that's going on, who knows how that's going to work out. I mean, there's billions of dollars out there in leverage for some of these software businesses. Time will tell.
I think we might see something in the next five years or it will prove out in the next five years whether that's up or down, impossible to tell. We stick to our, you know, bread and butter, the smaller businesses. That's where we get most of our acquisitions from, and I think those will be coming up for sale on a regular basis, and then we hope to be front of the line ready to acquire more of these businesses.
Maybe an update on VMS Ventures. The shareholders are wondering, you know, how many investments have they made, you know, have they scaled successfully, and any kind of spillover benefits.
Yeah.
Are there any kind of AI-focused ones?
Let's Daan answer that question. Do we have him here?
Daan's in the crowd here.
Yeah. Okay. Give him microphone.
Daan might need a mic 'cause of the.
Over there.
You flew all the way over here.
Oh, perfect.
Daan is, I get to participate in VMS Venture calls easily once a week or once every two weeks, and I just love Daan, and I appreciate him hopping on a plane and flying over here.
Yeah. Okay. Thank you.
Introduce yourself first, Daan.
Yeah.
Well, I'm Daan. Nice to meet you all.
Yeah. What you do, Daan? Yeah.
I do something with Topicus.
Yeah. Right in. Yeah.
A couple of years we started the venture firm with Karl Schabas . He's also here and Mark Leonard.
What we see, we started very slow, looking for the right angle to make this corporate venture running. In the past year, we see additional traction in AI-specific companies. As you might know, it's an internal corporate venture investment committee that we run. In the past weeks, months, we close around two of AI-like startups. One of those was already mentioned by ClickDimensions with the agents. It's a product of VMS Ventures that they actually use. It's called Raia. It's a low-hanging fruit way of deploying AI agents, something like that.
Excellent. Thanks.
That was good on the VMS Ventures.
Yeah.
Anything else?
Daan, thank you so much.
Thanks.
It's great your son came over with you as well.
Sure.
All right. Just the next one to David. This shareholder is asking, you know, in many carve-out situations, the seller's objective is to make sure there's a smooth transition with the buyer that has a credible operating model and execution, which you've shown. Are there carve-out situations, you know, where Lumine already has the support of the seller, but closing is deferred mainly because Lumine doesn't have the organizational capacity yet or timing alignment to absorb the asset? David.
Yeah. No, definitely not. As I said earlier, we're always one year in advance on building placement infrastructure, so where to put companies, and obviously M&A capacity to deal with opportunities. Yeah, we've got lots of places to put companies and we've got capital and the will and the credibility and the barriers to entry is very high on carve-outs 'cause they're extremely complex, especially the larger ones with dysfunctional sellers. It's, yeah, it's a big focus area for us, and we've got, I wouldn't say unlimited capacity to deal with it, but we're far away from being organizationally constrained.
The scaling of the team thinking like that.
Yeah.
Yeah. Maybe a really broad one to kind of round this out. You know, if Constellation's objective is trying to deploy 100% of free cash flow over the next decade without materially increasing dividends, what do you think the company needs to do differently from the last decade to make that possible? Is that, you know, acquisition criteria, which we've touched on a little bit, lowering hurdle rates-
It's-
Organizational changes.
It's really developing people. Like, we gotta continue to develop people like we have because, you know, we deploy all the capital because we have a deep bench of people throughout this organization. If we don't continue to develop that, if the leaders of our leaders of our leaders aren't developing their people, that's gonna be our challenge. It sounds like an apple pie motherhood saying, but it's very true, especially if you've decentralized capital deployment, right? You need to have people out there that you measure and you trust and you develop as they learn the ropes of capital deployment, like all of us did out, that are up here.
We'll go to the audience. Howard, we'll ask one more question in this round, and then we'll turn to another segment of audience questions. If you think of one and join the mic, you have the last question.
Yeah. The kinda flip side of that is, if you cannot deploy all your capital, what will you do? If, you know, it's below your magic buyback or above your magic buyback number, you know, what else will you do with that capital? Same answer we had for Bern, sure.
Yeah, I mean, we've done special dividends in the past. There are many ways to allocate capital and obviously we wouldn't endeavor on a buyback that didn't make sense for our shareholders with our high rates of returns. We have used special dividends in the past.
We're not gonna buy the Jets, though.
You have to return them, right?
Yeah.
Yeah. All right. That's it for me.
Thank you so much, Howard. It looks like there are no shareholders at the mics.
Nope.
One or two are traveling.
Yeah. Interesting.
It'll be question 15 from the audience.
Okay.
Next. In the middle aisle.
Hi. Daniel again.
Okay.
WCM Investment Management. I guess a quick one on just PEMs. Given how it's kind of above, deploying Constellation's own operating best practices into these companies.
Is it fair for us to kind of look at it like let's say five, six years out? If we look at these companies then, given the kind of time delay it'll take for these best practices to be absorbed? Would that be a good indication of how some businesses actually are transformed inside Constellation? Like, in a way, it's for us, we can monitor it in a public sphere, how these operating practices actually get digested and how the actual financials start evolving. Would it be a little too different?
Personally, I hope that the performance of the business will show up in the financials. I don't know about the share price, but the performance.
Yeah.
Is in the financials, and that's what we really care about, and that's what shareholders really care about, right?
Yeah. Improving intrinsic value.
Yeah. Yeah.
I think the difference, though, is that when you have control, I'm not sure we would be five years patient.
Yes.
Yeah. It will take us-
I think in PEMs, I think we would be, but I don't think internally we would typically be that patient.
Yeah.
Thank you.
Thanks, Dan. Question 16 to the right side.
Hi, just have a question on talent development. You mentioned about leadership development is extremely critical.
Yes.
Everybody has their DNAs. Some people are born to be better operators.
Yeah.
Are born to be capital allocator. Just wondering how much patience do you give to younger leaders in terms of?
Yeah.
How do you measure them and what happened after a while that, they're not successful, and then how do you repivot their interest?
Yeah, I was fortunate, I was running Volaris a couple of years ago, and we did an event called Quadrants in London. I decided I'd invite four or five people on stage and just interview them about their careers. I think three of the five started as interns and were running portfolios. You know, we have a list of who you are. We have a list as to what you've done, what returns you're getting, what performance you're getting from an organic growth perspective. We just wanna develop those people. Some are, you're right, some are better operators, and they're better at making businesses run better, and some are better at allocating capital. We'll just try to filter that out throughout the organization. I think all the people up here do that well.
I hope that answered your question.
Yeah. Thank you.
We really want to do that. It's a very important part of our culture.
Is the question, do you think you have the people have to go into M&A to be successful or?
No, there are people interested in going M&A, right?
Yeah.
It's the DNA.
Everybody's interested until they get there.
Yeah. I mean, they get there, but some of the time they run into difficulties.
Yeah.
Not being able to find the right.
Totally.
Yeah.
Opportunity.
Yeah. Well, some people wanna go places they probably shouldn't have went, and that's just how it is inside of a massive ecosystem of Constellations.
Certainly, we're trying to not create, you know, like we want if people are really great operators, you know, we love them to continue to be really great operators. M&A has a slightly different skill set.
Yeah.
Some people, you know, adapt to that, and some people don't. What I don't wanna do is lose a great operator.
Mm-hmm. Yeah.
To adapt to be a, an M&A if that's not in their DNA.
A great operator also has very good judgment, you know. They're somehow helpful at M&A as well.
Yeah.
Because the judgment on whether to make an investment, right, is, it requires, you know, some thought and judgment despite having all of our metrics and experience. You know, you really, it's a really difficult problem when, you know, whether you wanna like promote a great operator into helping you allocate capital. It's one of our challenges.
Great.
Thank you very much for the great question. We're getting close to closing time. 1:00 P.M. Got about a quarter of an hour, we'd like to pivot to the final segment, the final topic, governance. You know, sort of defined broadly. I think this is a relatively quick question, it's probably for Jamal. What is the total percent ownership of Constellation stock by employees? In 2026, how much stock will employees purchase as bonus reinvestment?
Employee ownership today is around 6%, and that excludes Mark and Mark Leonard and his family office, which was another 7%. In terms of the bonus, like, again, there's a lot of the leaders who are on the CSI bonus plan, but the number of people I actually bought bonuses for this year is only like 4,100, right, out of 69,000. You gotta remember, it's still only like 6% of the total. That represented for Constellation employees about CAD 80 million and for Topicus employees about CAD 15 million. It's a decent number, but it's not pervasive across all of the 69,000.
Thank you very much. Second question in this segment is asking for an update on your scheme to allow employees to invest into the underlying businesses directly. I think.
Damian, Jeff question.
Yeah.
Do you guys both wanna do?
Jeff. Yeah. It's going well. It's for employees in Canada and also the U.S., so it's geographically specific. We've got a group of engaged employees who are in this experiment. You know, early days, I think it's again, it's that long-term compounding outcomes. Jeff, you wanna?
Yeah, I would say, year two. Year one was Canadians only. Year two is Canadians and U.S.-based employees. The size of the pool quadrupled, I think, for us in terms of dollars available. The first pool was post-tax. The second pool was pre-tax. That was just the way the rules work out. I think it's going well. The people who are in the pool seem to enjoy it.
You know, I think we have a lot more conversations about investing and being an investor and a lot more engagement around the around the investment. I think we're, you know, we're happy.
Thank you. I'm gonna ask two questions to John and then invite an audience question and then ask one final question. Fireworks question. Big question.
No.
The question's for John. There are two, and I'll the first one concerns some CEO succession planning. We've just been through one. They're already planning for the next one. This one's going very well so far. This is how it's written. In light of Constellation's increased scale, complexity, and decentralization, could you comment on the approach to presidential succession planning? In particular, what leadership attributes do you believe will matter most for the next president? What processes are in place to ensure that qualified internal successors are being developed over time?
A lot of questions in there, Larry. Larry's actually on the HR Committee. I'm not. I can't answer my own questions, guys. I'm happy to answer it. I just wanted to echo Mark Miller's earlier comments that all the employees and shareholders couldn't be more grateful to Mark Leonard for his 30 years of leadership. We wish he was here today, but he couldn't make it. If you have his email, by the way, I'm sure he'd love to hear from you.
Mark Leonard.
The process, obviously, in the last CEO transition was, from our perspective, pretty clear, pretty quick. We had a process in place. It obviously happened under circumstances no one wished for, but it was pretty smooth from our perspective. Obviously, we're very grateful for Mark for stepping in. Moving forward, I think one of the parts of the questions were the attributes, this is something I think is pretty critical the way we think about it. There's a few of them that are absolutely critical. One of them, which Mark has alluded to a number of times, is the importance of autonomy in the way we operate in the decentralized model. It's always been the case where it's very difficult, I think, for a normal CEO to walk into Constellation.
That you would never see that because the first thing they would like to do would be to centralize a whole bunch of things. It may not mean building up centralized departments, but it's likely around decision-making. I think that's the hardest thing for a CEO in our environment to deal with. Not only Mark Miller, but everyone else here, is you have to enable your people beneath you to make decisions, coach them, that's the only way we're gonna continue to grow. Everyone up here knows that. The benefit of that is you're developing many tiers of very good decision-makers that we can see their track record over time.
I feel very comfortable that there is a large bench of people that we can put on the five-year track, the 10-year track, the 20-year track, and that's largely attributable to the type of organization that we're in, and that we're developing those leadership skills through a career, and we're able to track that progress over time. That is a key part. The fundamental decision that a CEO makes and that everyone up here makes is around capital allocation. I think that's the number one job of a CEO of a company like CSI. That obviously is around investing in acquisitions, but also, if you're running a business unit, it's investing in organic growth initiatives. It's also at the top level, it's thinking about share buybacks, dividends.
It's really looking for the largest returns for our shareholders for every incremental dollar invested. I think that's another key attribute that we look for in as we're thinking about successors for all the CEOs up here. It's the intangible stuff. You know, we're all, we're all cheap. None of us fly private jets. We're all shareholders. We're all big shareholders. Because of that, we act in the best interest of our shareholders. It's all the intangibles. Low ego, the things you know you don't find the big American CEO with making the big salary, negotiating his option package every year. That's the number one thing they're thinking about. They're using share buybacks as a way to avoid dilution on their option plans.
I mean, there's a whole bunch of things that I think all the shareholders who have been in the stock for a long time know and understand. I think are reiterating when as a board we're thinking about succession candidates and what we're looking for. It's a long answer, Larry.
There were many questions, and you gave many answers. Thank you very much for that. The next question for you, John, concerns buybacks, a word that's been uttered many times. This one gets a little analytical. Well, there many came in. I'll actually pose two of them. One's a little broader, one's a little more analytical. The broader one is, at what price? I don't know if you can say this. They know you're not gonna answer that.
Yeah.
What set of conditions would the Board consider? Would you consider There are going to be several here, John, but would you consider temporarily buying back shares while simultaneously continuing your deployment efforts? You have a lot of balance sheet flexibility. Here's the more precise one. This came in this morning on the chat. I'll read it slowly. When you compare the after-tax compounded return on CAD 100 million VMS acquisition closed at today's prevailing multiples versus repurchasing CAD 100 million of Constellation shares at today's price, which two or three inputs do you weigh most heavily?
How do you think about the certainty differential between the two cash flow streams?
Okay, I'll give my answer, then maybe I'll if anyone else wants to weigh in. I mean, the way we think about it is we're using the same hurdle rates for making both decisions. We're buying businesses at a value that is far beneath what we're trading at and what other companies are trading at, even after we fix them. We still believe we can generate much higher returns by buying companies than we can by buying our own shares at these prices. Around the question confidence in cash flows, we have high confidence in both. When you're talking about VMS, we obviously have a slightly higher confidence in our own cash flows.
When we're looking at the types of companies which are 95% of our investments are industries we know, we know how to fix these companies. We're pretty confident in those cash flows, and our track record would suggest that we're reasonably good estimators of that.
Jamal, do you wanna add to that at all? I think John covered it well.
Yeah, I don't think I can add anything.
Anyone else? All Charlie Munger. Nothing to add.
Yeah.
Is there an audience question, or shall we go to the final question? There is an audience question. It's question 17. Lucky 17.
Alex again.
Keep going. Third time.
Just a second.
Second. This is Alex.
Yeah. Thank you.
Oh, sure.
This is not really governance, but it's related to capital allocation.
You made some interesting comments on the most recent call about having built your capacity to do.
Yeah.
M&A relative to the past. Obviously, public market valuations have come down, and those are many of the larger companies. What do you think is the outlook over the next few years for you to do more public to private at larger M&A?
I'd love to be able to predict that. You know, it's, you know, we're, we just keep plugging away. The good news is we just have, I think, the best team we've ever had on it. Alex, I can't forecast the future. If Bernie could, I'd love to.
Yeah, he can't. He definitely predicts the future.
No, sorry about that.
No.
We can't really say. You just, you know, one of the things you hate in business is when you're not on the field for the game, and you at least wanna be involved. That's one of the things that we're gonna work hard on here. If there's available, you know, possible transactions to do, we just wanna be playing the game.
Thank you so much.
I think we're probably better suited now.
I might wanna add around, one of the reasons that Constellation's kept a pristine balance sheet, and this goes back to Larry's question about why not borrow to buy back shares. I mean, we do believe that we wanna have the opportunity.
Good point.
To take advantage of.
Yeah.
-which could be a dislocation in the market for a period of time.
Yeah.
Keep selling vertical market software businesses. We want the valuations depressed as long as possible.
Yeah, I don't wanna buy back shares. Definitely don't.
Thank you, Alex. We've got time for at least one more, maybe two, if they're short.
Okay. Hi. Gabriel Raoni from IP Capital Partners from Brazil. My question is about AI opportunities for the whole M&A function.
How Constellation can enhance the job of the M&A and the business development guys over time-
Good question.
Accelerate the process?
Bernie is on that, so.
Yeah. We definitely have tools that are made available to our M&A associates. It's a matter of using those tools. There's all sorts of parts in the workflow from finding the right leads all the way down to doing the diligence and closing the deal. We've built internal tools, and we've used tools from the outside to make that workflow a lot faster, a lot smoother. Whether or not it proves out in increasing the volume that we actually get to close is up for debate. We don't know yet. Those tools are being made available, and we're rolling it out to all of our M&A people.
It should make us smarter.
Yeah.
Thank you. Question 19, probably the last audience question.
Thank you. It's a quick one. [Francisco] from Rothschild. Just given everything that's going on, do you expect any changes when it comes to competitive landscape in M&A?
Changes. Are there going to be more copycats, you mean?
Yeah.
I don't know.
All the money that was flowing in, is there? Do you expect less money to flow into this space?
Yeah, hard to tell. I mean, right now, we've, in the last decade or so, there have been a lot of copycats that have been popping up. I've seen some exits of those copycats. I think, Acceo is one of them, actually. Yeah, Acceo, that we bought through Harris. It was a roll-up of software businesses in Quebec. I'm personally hoping to see more of those copycats maybe throwing in the towel. That would be nice. I don't think that's gonna happen right away. Over time, I think some of these roll-ups might be looking for an exit. If that is the way it's going to go, hopefully we're first in line for the first call that goes out.
I think there will be some more copycats that will pop up. Maybe they'll do a different version of what we're doing. We'll be out there looking out for them.
Thank you very much. It's exactly 1:00 P.M . I'd like to turn the meeting back over to Mark Miller.
Yeah. Just, I just want to thank the whole team here, all of our shareholders, Mark Leonard, obviously, our panel, which I think let's have a hand. It's, like, hard to do. You guys, awesome job. I hope you found this useful. We look forward to your feedback. Obviously, I have to thank, you know, the tens of thousands of Constellation employees across the world that are, you know, really make this all possible for us all. Have a great trip back home, wherever you're going, thank you very much for all your time today. There's a lunch outside, I should say.
There is some lunch outside and, yes, it won't be roast beef on a platter with. It'll be something to snack on. Thank you. Hey, guys. Thank you so much.