Callouts & quotes from 287+ activist slides

"Signatories are permanently barred from promoting another MLM Program that does not have the compensation limitations now required of Herbalife... When presented with these facts how many distributors will actually sign?"

"Because Anthony Powell ascended the Herbalife chain from World Team to President’s Team, his Personal Volume purchasing behavior provides valuable insights into the incentives created by Herbalife’s compensation plan"

"50% of equity compensation is linked to three-year ROIC goals of which FY 2022 and FY 2023 had targets for 100% payout set well below Disney's cost of capital and less than half of Disney's reported ROIC 5 years ago"

"50% of equity compensation is linked to three-year ROIC goals of which FY 2022 and FY 2023 had targets for 100% payout set well below Disney's cost of capital and less than half of Disney's reported ROIC 5 years ago"

"Why did the compensation committee grant options on much harsher terms to a new CFO than to the CEO and his long-time associate Mr. Abbo? We observe that C3 does not have a formal Clawback Policy for fraud adopted."

"Interestingly, management appears to treat the "gift" as a component of COGS (and capitalizes some costs in inventory) rather than as part of compensation expense in SG&A, thereby inflating GPU by adjusting for it"

"We believe that Remitly is dependent on keeping the perceived value of its equity high because it is among the most aggressive issuers of stock-based compensation at 12% of revenue and 78% of operating cash flow."

"Question: Why does the Services Agreement contemplate a 1.5% advisory fee rather than paying the new management team with a more typical cash and stock compensation construct used by most operating businesses?"

"In plain English, HMA management could have missed EBITDA guidance by 9%—and EPS guidance by 26%—and they still would have delivered on 100% of the internal Board and Management plan for incentive compensation"

"Oasis proposes freezing the K27 Equity Compensation Plan and introducing a new long-term incentive plan based on feedback from institutional investors, peer benchmarking and input from third-party consultants."

"Most concerning, President Hasebe's position on the Compensation Advisory Committee creates a clear conflict of interest in the setting and oversight of long-term incentives critical to driving Kao's revival."

"Technology & Development expense growth (including stock-based compensation) has outpaced revenue growth over the last five years, as expenses have grown at a 16% CAGR, while revenue has grown at an 11% rate."

"Land & Buildings urges its fellow shareholders to WITHHOLD on CEO and Chairman Mr. Chad Williams and Chair of the Compensation Committee Mr. William Grabe at the QTS Realty Trust May 3, 2018 Annual Meeting."

"In 2009, the California federal court stated that Herbalife appears to pay compensation facially unrelated to sale of products to ultimate users – an essential element of finding of an MLM to be a pyramid."

"Selling WELL and buying VTR and AHR is not a bet against senior housing. It is a bet against paying a 144% premium for the privilege of funding a compensation plan that may ultimately dilute your returns."

"Ownership by insiders decreases nearly every year. With little “at risk” we can understand why management appears, at best sloppy with the numbers, and at worst gaming them to extract unjust compensation."

"Compensation structure was allegedly designed to incentivize off-label fraud; regional managers and reps hounded reimbursement staff for information they could use to convert off-label scrips to on-label"

"Carvana generates only about half the industry average sales per employee, yet its aggregate compensation expense as a percentage of sales is over 33% higher than peers, and almost twice that of CarMax."

"Shareholders frustrated by the excessive compensation and poor performance can VOTE AGAINST the compensation committee (Robert A. McNamara, Jon A. Grove, Mary Ann King, Mark R. Patterson), in our view."

"Allowed CEO Mark Lashier to consolidate Chairman role, add new directors with questionable independence from the CEO and receive generous compensation despite stock underperformance and missed targets"

"By evaluating median compensation data provided in proxy statements of Zebra's peers, we find that, not only does it have the lowest compensation, but also compensation has not grown in four years."

"Investors should be further alarmed that, unlike other large IoT public companies, it does not have a Clawback Policy to recoup unjust compensation in the event of fraud or financial misstatement."

"Directors now cannot defer compensation and must take it in the current period. This raises our suspicion that insiders are opting to take cash out before financial stress increases in the future."

"Why does Mr. Nayar conceal he is being paid by BC Partners on his GFL biography? GFL Directors receive no compensation from the Company, but is Mr. Nayar receiving compensation from BC Partners?"

"Largest component of Jacob's compensation is tied to a non-standard metric that imparts no measure of economic value creation. Even worse, XPO won't provide the exact detail of the calculation."

"Despite Herbalife's claim that its compensation structure in China is different from other markets, the pro forma Contribution Margin in China essentially mirrors those in the rest of the world"

"Hess's cumulative CEO compensation over the past 5 years ranks in the 73rd percentile relative to peers, while total shareholder returns over the same 5 year period rank in the 20th percentile"

"Limiting compensation to verifiable, “Profitable Retail Sales” is a problem for Herbalife because: “Defendants’ program does not offer participants a viable retail-based business opportunity.”"

"Any volume thresholds/requirements for compensation, discounts, and advancement in the Marketing Plan must be met exclusively through “Profitable Retail Sales” and Sales to Preferred Customers"

"Keisei executives have the highest fixed pay in the peer group. Fixed pay rose by 10.9% from FY23 to FY24. Keisei have not introduced variable compensation since they began reporting in 2019."

"Applying peer target compensation levels of 55% in advisory(1) and more than the peer average of 40% in asset management, we believe Lazard has the potential to achieve +30% margins over time"

"ISS recommended shareholders vote against three incumbent AOL Board members, including James Stengel, who is Chair of AOL’s Compensation Committee and one of the directors we are challenging."

"We believe this poorly designed compensation package encourages the CEO to take excessive risks such as making acquisitions using significant leverage in the hope of reaching these targets."

"As LHCG hit its maximum compensation EPS target exactly in FY18, management perhaps would have missed its target had it not reallocated definite-lived AFAM trade name assets into goodwill."

"We strongly encourage the Board to incorporate return-based metrics in management's compensation framework and ensure bonus payouts are better aligned with satisfactory operating results."

"We believe compensation cooperation rules act as an artificial lift to commission rates and without them, commissions could compress over time to levels seen in other developed economies."

"While Carvana could perhaps achieve levels of compensation efficiency comparable to CarMax, achieving per-unit compensation costs 30-60% lower than CarMax would be extremely challenging."

"We believe the restaurant General Managers are the most important individuals in a casual dining company – they should have a compensation structure that promotes an ownership mentality."

"Other than third-party transaction costs, HHH will not incur any additional fees or compensation expenses beyond the 1.5% fee by entering into the Services Agreement with Pershing Square"

"We believe the restaurant General Managers are the most important individuals in a casual dining company – they should have a compensation structure that promotes an ownership mentality."

"The Shareholder Slate believes shareholders should not stand for the Company awarding such generous compensation packages without transparency and seemingly any connection to performance"

"As we will show, these documents confirm that Herbalife's commission-based compensation plan in China is essentially identical to the commission-based plans used in the rest of the world"

"Compensation committee IGNORES Glass Lewis and continues to allow Mr. Newman and Ms. Garcia to receive large annual guaranteed bonuses, regardless of the performance of the Company."

"Upon announcement of the Fox deal, a new compensation package for Mr. Iger provided him a total compensation opportunity more than 2.5x the median of Disney’s General Industry Peers"

"Upon announcement of the Fox deal, a new compensation package for Mr. Iger provided him a total compensation opportunity more than 2.5x the median of Disney’s General Industry Peers"

"Limbach's stock-based compensation payments, coupled with warrant issuances and a public offering in 2021, have left its shares outstanding nearly 50% higher than they were in 2019."

"We believe that Target’s compensation plan does not foster an ownership culture at Target, as senior management and the board have sold $429 million of stock in the last five years"

"A significant number of shareholders withheld support for the two members of Dye & Durham's Compensation Committee, Mario Di Pietro and David MacDonald, at the 2021 annual meeting."

"The Board has consistently set management’s compensation targets meaningfully below goals communicated to shareholders, which we believe severely reduces management accountability."

"Unlike the incumbents, the proposed CEO and COO’s compensation structure will minimize salary, put the vast majority of compensation at risk and tie management’s payout to results."

"In fact, the average market capitalization of Office Depot's peers used for the purpose of determining compensation is 11.5 times larger than Office Depot's market capitalization."

"We believe Autodesk must improve its compensation practices, address its flawed budgeting process, and move to best-in-class standards for operations, compensation, and governance"

"We believe Autodesk must improve its compensation practices, address its flawed budgeting process, and move to best-in-class standards for operations, compensation, and governance"

"Despite underperformance by the company, some directors' compensation has gone up. This implies very little accountability and lack of alignment to performance/financial results."

"Ms. Landry would be a valuable addition to the Board given her extensive corporate governance, compensation and finance experience in the transportation and logistics industries."

"The only component of her total compensation tied to Yahoo performance is the annual target bonus of $2 million or $12 million over the 5 years or 3.3% of the $365 million total"

"We believe PBH's executive compensation plan does not align management's interests with the Company's top priorities of 1) long-term 2-3% organic growth and 2) cash generation."

"In collaboration with other board members, Trian’s nominees will seek to craft a compensation program that better aligns management compensation with stockholder value creation"

"Leading proxy governance firms have also raised serious concern about compensation practices at Motorola, during Mr. Stengel’s tenure as a member of its compensation committee."

"Historically, the CEO has not been held to stringent financial performance. In FY 2020, only 25% of his short-term incentive compensation was linked to "fiscal responsibility"."