Callouts & quotes from 408+ activist slides

"While Spruce Point does not agree with Sunnova's selected peers, none of the peers use Adjusted EBITDA or adjusted operating cash flow as a metric for compensation."

"While Spruce Point does not agree with Sunnova's selected peers, none of the peers use Adjusted EBITDA or adjusted operating cash flow as a metric for compensation."

"To appreciate how extraordinary this compensation is, consider the track records and compensation of the two most accomplished CEOs in REIT history, in our opinion:"

"Samsara's business rests on a fragile foundation specifically because it relies heavily on stock-based compensation to attract, retain, and motivate its workforce."

"Compensation paid by John Hess’s family estate for serving as executor(1): $8 million directly to Board members $3 million directly to Lead Independent Directors"

"The footnote in this chart, saying it does not include China in its methodology, suggests that China's compensation plan is different from the rest of the world."

"GCP received a “D” from Glass Lewis on executive compensation, as the Board has compensated the CEO in-line with peers, despite significantly worse performance."

"When determining long-term compensation awards, Huntsman compares itself to peers that perform 2X WORSE than the peers used to benchmark the CEO's base salary!"

"The actions of Mellanox’s non-executive directors suggest the opposite – that Mellanox’s stock grants are really just a way of boosting director compensation."

"Commit to a mid-30% consolidated EBT margin (35% servicing and 40% Investment Management) by 2014 and to leveraging compensation and non-compensation expenses"

"Unlike its peers, executive incentive compensation at HMA through 2012 has been based solely on EBITDA – with no focus on per share metrics or quality metrics"

"Spruce Point is concerned by 1) the selected peer group which does not include leasing companies, and 2) the metrics used to evaluate executive compensation."

"Shareholders should be appalled that management (enabled by a sleepy Compensation Committee) are reaping bonuses for a failed deal and an accounting change."

"We typically find that excessive compensation, frequent shareholder dilution, and minimal insider alignment to be hallmarks indicative of stock promotions."

"The substantial revision of the Compensation Statement constitutes an admission that the 2004-2012 versions of the Compensation Statement were misleading."

"Herbalife excludes from the table the 93% of its U.S. distributor base earning $0 in “Gross Compensation” (Inactive Sales Leaders and Non-Sales Leaders)"

"Only a radical redesign of Herbalife's compensation system could remedy serious and ongoing violations of consumer protection laws and securities laws."

"None of these committee members appear to have backgrounds as REIT executives, real estate investors, or specialists in UPREIT compensation structures."

"Why did the Compensation Committee decide, out of thin air, that management should receive its full 50% revenue bonus despite missing on STIC Revenue?"

"The disconnect between executive compensation and shareholder returns at Phillips 66 represents a profound governance failure that must be addressed."

"The disconnect between executive compensation and shareholder returns at Phillips 66 represents a profound governance failure that must be addressed."

"The disconnect between executive compensation and shareholder returns at Phillips 66 represents a profound governance failure that must be addressed."

"Why should management use one group of companies as the basis for setting its compensation while using a different group to assess their performance?"

"Herbalife can only pay its distributors compensation at the current levels if 80% or more of the Company’s sales fit into one of the above categories"

"Herbalife can only pay its distributors compensation at the current levels if 80% or more of the Company’s sales fit into one of the above categories"

"AMT’s compensation structure goes a long way toward explaining why it is destroying value through poor quality and risky international acquisitions."

"AOL's CEO and CFO total cash compensation as a percentage of EBITDA of 1.7% is significantly higher than the Independent Peer Group median of 1.0%."

"“AOL's actual total cash compensation is high as a percentage of EBITDA in relation to peers.” — A leading independent compensation consulting firm"

"Management compensation should be restructured to incentivize returns on capital and per-share value rather than top-line growth or profit dollars"

"How is it that in 2010 shareholders paid more in compensation than in any year except 2008 to produce the lowest amount of EPS in recent history?"

"Incumbent Board’s complete failure to hold CEO accountable led to a compensation scheme that is insulting to Campbell employees and shareholders"

"Ströer's use of this form of “organic growth” as a KPI for investors and internal compensation purposes creates conditions for “spring loading”."

"Insiders at Limbach have benefitted from Limbach's generous stock-based compensation payments, which are at the high end when compared to peers."

"Why does Herbalife keep its Chinese compensation plan, which is used to recruit Distributors in China, secret from its investors and regulators?"

""The Compensation Committee does not believe that equity-based incentives are a valuable incentive for employees of the Company" — Weis Markets"

"a preponderance of self-selected peers that are larger than the subject company may drive up compensation without regard to performance. — ISS"

"As of 2017, not a single element of P&G’s long-term compensation plan disclosed in the proxy statement measures performance RELATIVE to peers"

"This seemingly inverse relationship between profitability and performance-based compensation begs the question: what is performance to GTT?"

"The average WFG agent earned around $6,500 for the 2023 calendar year, far less than any amounts showcased in WFG's compensation materials."

"Warning: Stryker did not draw attention to the fact that it recently changed its compensation consultant from Willis Towers, to Korn Ferry."

"Time To Exercise The Clawback Provision? Why The Board's Lack of Financial Sophistication Is Enabling Insiders To Reap Unjust Compensation"

"In total, 200 bps of margin improvement is expected from reduced compensation and benefits expense through attrition (OR at or below 59%)."

"We believe that Starbucks is one of the most well-positioned retailers if minimum wages rise due to its “partner” compensation philosophy"

"If free cash flow and non-GAAP operating income were artificially inflated, management's compensation would also be artificially inflated"

"We are concerned with Zillow's excessive use of stock-based compensation (“SBC”); 115% of FY23 reported Adj. EBITDA was comprised of SBC."

"One, elimination of compensation for Welltower management and making them owners through performance-oriented Welltower stock. — Mitra"

"Dr. Kleinfeld oversees Ms. Russo’s compensation at HPE while Ms. Russo oversees Dr. Kleinfeld’s compensation at Arconic. Cool, right?"

"This financial presdigitation appears to have allowed management to increase its cash incentive compensation by 469% on lower goals!!"

"Despite multiple years of deteriorating operating results and share price underperformance, CEO compensation has increased each year"

"We believe if federal regulators get involved, they would most likely push for a prohibition on compensation cooperation altogether."

"To ensure equitable and effective executive compensation, we believe a board's Compensation Committee must prioritize the following:"

"Even after the concerns expressed by Glass Lewis, AOL is still measuring compensation against some of the world's largest companies."

"Limbach removed the "Non-cash" descriptor for the first time in Q1'25 from the stock-based compensation adjustment to Adj. EBITDA."

"After years of receiving unrestricted stock, Hess's current Board members have similar upside to Shareholder Nominee compensation"

"For Fiscal 2023, we discontinued elections under the Director Deferred Compensation Program. — Floor & Decor 2023 Proxy Statement"

"Going forward, CEO compensation should be directly tied to achieving PPG’s financial targets and creating value for shareholders"

"Welltower's 2026 proxy reveals a compensation peer group that appears designed to justify, rather than evaluate, executive pay."

"The long-term incentive plan [is] not sufficiently performance based — PGGM Investments, Vote AGAINST Compensation at 2024 AGM"

"Dropbox's stock based compensation expense per employee is significantly higher than technology peers average and median SBC"

"Herbalife’s Statement of “Gross” Compensation refers to “Average Earnings,” but it is not adjusted for distributor expenses"