Callouts & quotes from 665+ activist slides

"We are short Goosehead Insurance (Nasdaq: GSHD) for three key reasons: (1) our analysis shows that, contrary to management’s claims, the failure rate of their first-year franchisees topped 67% in 2021 and we expect that number to increase again in 2022; (2) GSHD’s reliance on the housing market is much greater than management lets on; and (3) we calculate that the CEO and other pre-IPO investors have taken more than $900 million off the table while the company has only generated $23.4 million in cumulative net income since the IPO."

"On 14th September 2021, BP announced the hire of Ms. Anja-Isabel Dotzenrath - "exactly the right person at exactly the right time, a globally respected and deeply experienced leader in renewable energy with a proven track record of transforming and growing businesses" (former CEO Looney) - to lead the transformation of BP, from an international oil company to an integrated energy company effective 1st March ,2022: in April 2024 - merely two years into the job - BP announced that Ms. Dotzenrath was leaving the company."

"The CEO alleged practices almost identical to those indicated by ex-TransMedics employees: “they’ll fly planes in from like Arizona and to do stuff in New York because they can charge for all that...they’ll also pay the transplant program or pay somebody, whoever makes the decisions...they’ll give them a kickback to use their transplant logistics services even though they’re excessively more expensive...because whoever makes the decision is getting a piece of that.”"

"We consider the poor functioning of the Board, and the lack of proper oversight to the point of not even acknowledging “Greenwashing” as a specific risk category, particularly alarming: this is especially true when considering that the “Greenwashing” risk has been arguably increased by the numerous statements around ESG personally made over the years by CEO and Chair Mr. Fink, which are inconsistent with BlackRock actual practices"

"We consider the poor functioning of the Board, and the lack of proper oversight to the point of not even acknowledging “Greenwashing” as a specific risk category, particularly alarming: this is especially true when considering that the “Greenwashing” risk has been arguably increased by the numerous statements around ESG personally made over the years by CEO and Chair Mr. Fink, which are inconsistent with BlackRock actual practices"

"BlackRock is a textbook example of bad corporate governance due to an oversized Board (16 directors vs. the S&P500 average of 10.8), low women representation (31% vs. the S&P500 average of 33%), long tenure of directors as a symptom of lack of independence (10 yrs vs. the S&P500 average of 7.8 yrs), low presence of independent directors (81% vs. the S&P500 average of 85%), and above all, a Chairman who is also the CEO (Mr. Fink)."

"Spruce Point observes that multiple DV executives have 10b5-1 trading programs to dump stock. Most recently, the Chief Legal Officer enacted a program in mid March 2023. We also observe that an unusual reference was added to CEO Zagorski's Form 4 referencing vested shares being delivered "as soon as administratively feasible following his separation from service with the Issuer." Is this an indication that he is on his way out?"

"CEO Fayer’s businesses have each come under scrutiny. His current biography says he founded Pivotal Payments (now Nuvei) in 2003. However, it doesn’t talk about the fact that his Company PaySystems was still operating in 2004. PaySystems ended poorly with consumers putting up websites such as PaySystemsFraud.com. Even today, industry reviews claim that Nuvei is nothing more than a continuation of Pivotal’s old shady practices."

"Our examination of state AMG entity filings highlights (1) the involvement of HIMS employees (CEO Dudum, former President Levy, and co-founder Spector) in the Bailey Health entities, (2) the transition from Bailey Health to You Health entities, and (3) the extremely limited number of “owners” who HIMS would represent manage all entity operations (that is, Williams and Powell effectively manage all the current AMGs)."

"The image links to an October 2020 post by the CEO Pater Chapman on “our latest breakthrough.” In strong, unambiguous language declaring “the magnitude of this new quantum computer’s debut,” he states that he is “incredibly excited to unveil” the computer; a “very proud moment” that “signals a big cornerstone in the journey”; “the culmination of two decades of academic research”; and “a vital stepping stone.”"

"CEO Cole has put none of his own money into this venture and was willing to sell stock at $0.10.(1) In addition, his employment agreement gives him a special bonus for raising capital without a broker and M&A deals.(2) Aren't these traditional responsibilities of a CEO? More importantly, there are no timeline stipulations upon which he should be held accountable for delivering results to investors."

"MSCI pays fees to Royalty Pharma plc (NYSE: RPRX) for advice on science-based thematic ETFs while Morgan Stanley is a top shareholder of RPRX, CEO Fernandez is on RPRX's Board, and Fernandez's son is employed at RPRX. Morgan Stanley was also a lead underwriter in Royalty Pharma's IPO. These factors add to our concern about nepotism-like dealing between MSCI and Morgan Stanley related entities."

"LODE's recent proxy statement says it has at least 12 employees, yet at least 3 employees (including the CEO) are involved with investor relations and communications. Why does such a lean and thinly capitalized company have more people in communications than finance and accounting roles? Furthermore, why has LODE not filled these two vacancies: Chief Accounting and Chief Financial Officer?"

"Mr. Prittie’s alleged shortcomings were tied to his perceived failure to come to grips with Tyler and OneMove’s concerns over the Company’s financial status, share price performance, leadership, strategic vision and strategy, corporate governance, CEO compensation, excessive M&A activity, debt leverage to cash flow ratios and the lack of guardrails around senior management decision making."

"GlobalOnePay Inc was a named division and legal entity of Pivotal Payments Inc. and is still listed as “Active” according to Texas state filings with CEO Fayer as Director and President. We see from Texas legal filings that on April 5, 2016 it assumed the name of Fifth Manhattan, for which it is conducting business. The form was signed by a former legal counsel of Pivotal Payments."

"Freedom Holdings generates 85% of its revenues and 95% of their margin lending from FFIN. FFIN generates the majority of its revenue from Russia. FFIN is a controlled entity by Freedom's CEO, who owns 75% of Freedom's stock and therefore has an overwhelming incentive to use FFIN as an illegal piggy bank to funnel funds from Russia into FRHC to manipulate its earnings or stock."

"Amcor's CEO touted "flow forward" instead of "flow back" from a cross border deal. Flow back occurs when investors sell an acquiror's shares in a cross border deal, usually from technical considerations. Our analysis calls into question his statement, and shows that actual fundamental owners of Bemis have been selling, while index/ETF owners have only moderately added."

"Spruce Point observes that insider stock sales began around the time the CFO and CRO departed. CEO Movchan also started selling stock at year end 2023 with two large blocks of 100K and 150K at $10.00 per share. In addition, the new 10-K reveals that CEO Movchan enacted a 10b5-1 program on March 14, 2024 to enable the sale of up to 400,000 shares through Dec 31, 2024."

"Danimer provided little disclosure of its litigation with Pereira. The limited disclosure is provided in financial statement footnotes (11 & 16 Commitments and Contingencies). There is no mention of the former Chairman and CEO and the filings only mention “the Company terminated a former executive and terminated the Company’s contract with an advisory firm.”"

"Spruce Point believes that DY does not have a good handle on the trajectory of its Days Sales Outstanding (“DSO”), a measure of days to collect from customers. The CEO's recent comments indicate a false sense of optimism that DSO will improve when they have worsened. Following his last comment on DSO, both CEO Nielsen resigned and CAO Villaverde resigned."

"Warning: From the earliest time of inception in 1986, the entity described as a "Joint Venture / Partnership Manufacturing" has listed as its Officers and Directors all of CHD’s key executives at the time including its CEO, CFO, Treasurer, and General Counsel. If this is truly a 50/50 joint venture as CHD describes, why is Occidental not represented here."

"Nelson Peltz seeks to understand other points of view as much as he seeks to be heard. He is an active listener. Having been a CEO, Nelson also has a healthy respect for the difficulties and challenges of leading large public companies...Nelson is collaborative by nature – he is always searching for the best ideas. That makes him a great change agent."

"With respect, one of the responsibilities of the Senior Independent Director at BP is to “be available to address shareholders’ concerns which have failed to be resolved by the chair, CEO or CFO or for which such contact is inappropriate”, which we believe perfectly describes the current state of the dialogue between Bluebell Capital Partners and BP."

"BR's CEO cited many records in FY 2022, but what he doesn't point out is that cash flow declined. By adjusting the results for the onerous UBS project investment and COVID-19 effects, as well as the inorganic acquisition contribution from Itiviti, we estimate that BR's core business experienced declining Cash From Operations by approximately -17.2%."

"Looking carefully at Generac's import records for a gauge of its economic activity since Jan 1, 2021, we see that imports sharply declined around the October / November 2021 period. This corresponds with the CEO forming a family foundation and entering into his second stock sale program on November 8, 2021 which wasn't disclosed until Feb 1, 2022."

"Investors seeking to diligence the background of PETQ’s CEO on the Company’s website will find no mention of the more questionable elements of Christensen’s history, including his personal bankruptcy, his ties to the Thomas Petters Ponzi scheme, his unlawful sale of unregistered securities, or association with the accounting fraud at Fleming Corp."

"The need to plan the succession of Mr. Fink, considering potential internal and external candidates and avoiding the risk that the succession process becomes a direct appointment by Mr. Fink of his most trusted lieutenant, makes it extremely urgent to reinstate strong independent oversight within the Board, by separating the roles of Chair and CEO"

"The original entities formed to provide physician consultations were incorporated under the Bailey Health name. However, these entities were managed and owned by HIMS or HIMS management, including CEO Dudum. In addition, we question whether the lack of proper disclosure around the entities' true business purpose was meant to evade CPoM provisions."

"The need to plan the succession of Mr. Fink, considering potential internal and external candidates and avoiding the risk that the succession process becomes a direct appointment by Mr. Fink of his most trusted lieutenant, makes it extremely urgent to reinstate strong independent oversight within the Board, by separating the roles of Chair and CEO"

"Spruce Point believes investors should be skeptical of the continued outperformance of PERI’s share price. PERI recently announced a CEO transition plan and then disclosed concerning revisions to accounting policies in its annual report. Insiders have been repeatedly liquidating shares and PERI reported its first cash flow decline in years."

"CEO Wilson formed the Cuattro Foundation on 12/27/18, about a month after the November 2018 transaction with Heska. Given Wilson's history of related party transactions (read the Heska proxy related to the Cuattro Veterinary deal), we would love to review the foundation's activities, but it hasn't filed a Form 990 (as required) since 2018."

"The CEO has been selling stock more aggressively since shares were relisted in 2020. However, even more concerning is that just in the recent eight-month period from Feb 28th – Nov 11th CEO Liang has sold the most shares in recent history. His stock sales are mirrored by the CFO’s sales, who reduced his holdings for the first time by 70%."

"Mr. Nardelli is widely recognized as one of the best operating executives in the United States, having grown sales and profits of several businesses for nearly 30 years at General Electric Co., doubling the size of The Home Depot as CEO, then saving Chrysler and its iconic brands when the American auto industry began to collapse in 2008."

"The contrast with Welltower is stark in our view. Moghadam built Prologis from scratch over 40+ years, voluntarily caps his pay at $25 million, and accepts that his outperformance plan sometimes pays zero. Mitra has been CEO for 5.5 years, inherited his portfolio, and structured a plan that could pay him 100 times Moghadam's annual cap."

"What makes WTRG’s Board believe that the CEO of Lancaster Colony (a food company) is an “Audit Committee Financial Expert”? Examining his work experience dating back to 2002 shows that he held predominately food marketing roles and we find no evidence he has served on any other public company audit committee before this current role."

"In contrast to the CEO’s claim that “VW has gone all in,” VW comments strike us as ambivalent and noncommittal at best - indicating any orders/commitments would be a decade away; that they’re evaluating other solid-state players; and that it’s unclear who they’ll select, assuming that hurdles to solid-state batteries can be overcome."

"Documents from a class action shareholder lawsuit against Lumenis Ltd. allege that its predecessor ESC Medical Systems (where CEO Gerstel was VP Operations/COO) was, "a company fraught with problems, among other things poor product reliability, physician lawsuits, increasing inventories, and poor collections of accounts receivables.""

"These eight CEOs were not charismatic visionaries, nor were they drawn to grandiose strategic pronouncements. They were practical and agnostic in temperament, and they systematically tuned out the noise of conventional wisdom by fostering a certain simplicity of focus, a certain asperity in their cultures and their communications."

"Despite FND getting ensnared in an industry-wide scandal that alleged products sold were falsely labeled as compliant with formaldehyde emissions standards and settling a lawsuit for $16 million, management was rewarded with merit-based salary increases and the CEO received a discretionary bonus for "exceptional" performance."

"Our proposal is not rooted in a mere abstract preference for the separation of the Chair (to be independent) and CEO, disregarding other viable governance structures. Rather, it stems from our specific assessment of the unequivocal failure of BlackRock's governance to provide independent oversight on the company's management"

"At the end of the day, we believe LODE has failed to deliver on its corporate promises, has a subpar CEO, and illiquid assets of little productive value. We believe the LiNiCo transaction won't succeed and that investors should value LODE at a multiple of its cash. Our price target is approximately $0.35 - $0.70 /share."

"From the perspective of a recent VP in C3's financial industry vertical, the sales cycle was at least 18 months in late 2020. C3's prospectus notes sales cycles of generally six to nine months, while the CEO recently references a 17 month figure, but is claiming it's down to 4.5 months and is decreasing every month."

"Revealing language buried in Twist’s SEC filings confirms our belief that Twist is misclassifying manufacturing expenses as R&D - the kind of language that lawyers add in an attempt to cover-your-ass, which nonetheless conflicts with the CEO and CFO’s strong, unambiguous statements using the phrase “gross margin.”"

"CEO Adnani is classic entrepreneur in our view who is self-assured with grand ambitions supported by highly promotional claims. However, we are further troubled by his judgement and association with a web troubling business relationships. Further, his time is distracted with two other public company ventures."

"While Nuvei was promoting the acquisition of SafeCharge as transformative and creating a global leader with "massive scale and reach", the CEO of SafeCharge made statements to the local Israeli media saying the "market was saturated with competition and regulation", and that consolidation was a good move."

"Spruce Point believes that investors should take the CEO’s claims that SORT® will be a major contributor to revenue and EBITDA with a grain of salt. It is currently being given away for free. We believe that converting users accustomed to paying nothing into customers paying something is an uphill battle."

"Spruce Point believes it is time for significant change at Kratos (Nasdaq: KTOS). Based on our research suggesting abysmal financial and compliance failures leading to a recent criminal conviction of a senior Kratos Director, we are calling for the resignation of its CEO Eric Demarco and CFO Deanna Lund."

"John Hughes has multiple LinkedIn profiles. Hughes appeared as part of the Pivotal Payments management team up until March 2019 as SVP, Strategic Accounts Group. His biography says he was CEO/Co-Founder of Base Commerce. We find it unusual that he was no longer a part of the top management team pre-IPO."

"Poor Controls over Equity Grants: That the board did not become aware until several years after the fact that multiple grants to the CEO were in violation of the Company's incentive plans indicates that it did not have adequate controls in place to monitor the Company's executive compensation practices."

"Disney's non-management Directors comprise current and former CEOs of some of the largest companies in the world, but they collectively own only ~$15 million of Disney stock – representing just 0.008% of Disney's shares outstanding and much of which was received as Director's fees paid in Disney shares"

"Disney’s non-management Directors comprise current and former CEOs of some of the largest companies in the world, but they collectively own only ~$15 million of Disney stock - representing just 0.008% of Disney’s shares outstanding and much of which was received as Director’s fees paid in Disney shares"

"a lot of people are very pissed off with the company...a lot of people are very pissed off because they are acting too greedy and predatory. I really support that letter from that Congressman. Again, a lot of people in different transplant centers are very pissed off.... I can tell you, I hate the CEO."

"Independent Board representatives that will: Run a process to hire the best CEO and executive team, Set proper performance targets and incentivize and compensate management appropriately, Monitor and review the performance & strategy of the new leadership team, Hold the new leadership team accountable"

"Ronald McCray's biography understates his level of involvement with Career Education Corporation (currently doing business as Perdoceo Education Corp. NYSE:PRDO), a highly controversial operator of for-profit colleges and universities, only noting that he was involved with Career Education in 2015."

"CEO appears to mislead CNBC’s audience by saying no lockups have expired. The PIPE shares were not technically under a “lockup” but the company was required to register them for re-sale, which it did effective Dec 31, prior to which they couldn’t be sold – in reality identical to a lockup expiry."

"Perion has perpetuated a biography that CEO Gerstel is a successful technology executive having been the CEO of numerous companies such as Panya, Nolio, Syneron Medical and Zend Technologies. His appointment press release focused on what he has done since 1999, but no mention of what came before."

"CEO Wilson continues to spend a portion of his time managing his Cuattro businesses. We are puzzled why Heska shareholders allow this distraction to persist when the Company is supposedly taking on a dominant incumbent (IDEXX), developing and launching new products, and expanding internationally?"

"We find this particularly brazen, as Kalo was only formed 2 weeks earlier as an entity, according to its Massachusetts corporate registry filing, which further indicates that the entity’s “Principal Offices” are Ginkgo’s headquarters, and its 3 ‘Managers’ are Ginkgo’s CEO and two Ginkgo cronies."

"Hackett left Riverstone’s Board to form, and become, the CEO of Alta Mesa Resources - created through a blank check company called Silver Run Acquisition Corp. II Alta Mesa fell into distress and the SEC is conducting a formal investigation into its financial controls and an "impairment charge""

"We are further concerned that Nova's shareholder Kushkush Investments Pty Ltd, which appears linked to its ASIC-charged former CEO Kimelman through his wife, has a registered and head office address at 7 Sarah Crescent, Templestowe, Victoria, Australia which appears to be a residential address."