Callouts & quotes from 115+ activist slides

"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)."

"Starboard believes that Mr. Lacey’s experience in the senior management of public companies, including service as chairman, president, chief executive officer and corporate vice president, his experience on the boards of directors of public companies, his financial expertise and his direct knowledge of the component manufacturing and camera module business, will enable him to provide invaluable oversight to the Board."

"The overlap of administrators, the key contact persons’ use of anta.cn email addresses for communications with the local government, and the shareholding of known associates, insiders, and relatives of the Ding family led us to conclude that Jinan Ruili and Jinan Anchuang are controlled by Chairman Ding and the founding Anta families and are de facto subsidiaries."

"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.”"

"Heska Chairman Scott Humphrey's biography says he is a retired executive. It fails to disclose he is a Senior Advisor for a Canadian M&A called advisory firm called Clariti Advisors and a U.S. advisory firm called Sun Acquisitions, creating the potential for future conflicts of interest, as well as a director of two other private companies."

"In Joe Lee’s final public appearance as Darden’s Chairman, he said the following words, which reveal the most critical flaw in Darden’s current mindset – you must be a great restaurant operator to run restaurants that create a great experience while simultaneously generating significant profits."

"We believe investors in GP should take a close look at the company's Chairman, CEO and largest shareholder, Fraser Atkinson, whose track record points not just to an inability to manage the business to its financial targets but to an alarming disregard for his fiduciary duty to shareholders."

"As part of our diligence, we spoke with a former senior executive from the early days at Monolithic. His insights about the Board, and notably that the Audit Chairman was asked to leave for “asking questions the CEO didn’t like” that “rocked the boat” should be viewed as a major red flag."

"We have specific concerns around ~$1 billion of revenue booked since 2020 with Frontier Communications (Nasdaq: FYBR), a material customer, which we argue should be evaluated as a related party because Dycom’s long-time CEO & Chairman has a brother that is a named executive at Frontier."

"Given that Kangmei’s ex-Chairman was sentenced to 12 years in prison and the company allegedly overstated its cash balance by $4.3B “using false documents,” we were further stunned to see a 2017 press release from Twist stating that Kangmei Group was actually an investor in the company."

"Without limiting our ability to propose different agenda items, we currently intend to propose resolutions at the AGM removing Bertrand Kan (Chairman), Peter Shore and Alexandra Reich as directors and appoint Jonathan Amouyal (of TCI) as a director and potentially additional directors."

"Note that the announcement states that these farms were designed for beef ranching, which strongly suggests that the farms were never intended to be operated by Huishan, and that the plan all along had been to use Huishan investors’ money to build beef cattle ranches for Chairman Yang."

"Ms. Alvarado served on NewPower's board alongside several notorious Enron executives, including Richard Causey, Enron's Chief Accounting Officer; Ken Lay, Enron's Chairman; and Lou Pai, a key Enron executive who held multiple leadership roles, including CEO of Enron Energy Services."

"We do not believe the Audit Committee is made up of truly independent directors. For instance, according to Chinese filings, the Chairman of QTT's Audit Committee, Li Feng (李峰), appears to be a 12% shareholder of one of QTT's most significant undisclosed related party advertisers."

"We are concerned that three of Parkland's directors have served on the Board for twelve years or more, including Chairman Jim Pantelidis who has served on the Board for 24 years, and Mr. Spencer and Mr. Bechtold who have been on the Board for 21 and 17 years, respectively."

"Further, appointing Bob Iger as Executive Chairman for 2 years as an outgoing CEO in our view was a very risky corporate governance decision as it set up his successor to fail with the prior CEO constantly watching over their shoulders - this is exactly what transpired"

"With the old CFO Donnelly out in Q4’18, the Chairman liquidating a sizeable holding starting in Feb 2019, the CFO is now referencing difficult comps on a “multi-year stack” basis – terminology we are not familiar with, but which certainly sounds concerning."

"Spruce Point is alarmed that PERI's audit chairman Michal Drayman held multiple financial roles at Lumenis Ltd. during the same period where the CFO and COO were charged with a scheme to fraudulently inflate revenues and misrepresent financial metrics."

"The challenges Southwest faces today are immense: Years of mismanagement by Executive Chairman Gary Kelly and CEO Bob Jordan have caused the Company – and your investment – to decline in value and consistently underperform its significant potential."

"On October 26, 2021, days before his other 10b5-1 stock sale program started, the Chairman & CEO formed the Jagdfeld Giving Foundation for charitable purposes. This certainly makes it appear as if the CEO's stock sales are well intentioned."

"Spruce Point is alarmed by the recent pattern of MSCI's investments and alliances which appear to financially benefit members of MSCI, Morgan Stanley and former Morgan Stanley executives in the sphere of CEO and Chairman Henry Fernandez."

"Southwest’s Executive Chairman and its CEO, who have spent a combined 74 years at the Company, have presided over a period of severe underperformance, and they have demonstrated that they are not up to the task of modernizing Southwest."

"Southwest's Executive Chairman and its CEO, who have spent a combined 74 years at the Company, have presided over a period of severe underperformance, and they have demonstrated that they are not up to the task of modernizing Southwest."

"Southwest's Executive Chairman and its CEO, who have spent a combined 74 years at the Company, have presided over a period of severe underperformance, and they have demonstrated that they are not up to the task of modernizing Southwest."

"Southwest's Executive Chairman and its CEO, who have spent a combined 74 years at the Company, have presided over a period of severe underperformance, and they have demonstrated that they are not up to the task of modernizing Southwest."

"We question how AMT’s towers can be positioned to capture incremental growth when, according to their President, CEO, and Chairman, the vast majority of their towers are not located where the people generating the increased demand are."

"Alan Lindsay was UEC’s Chairman of the Board and large shareholder who was granted practically free equity. His son Oliver Lindsay is a convicted stock fraudster who served time in prison. CEO Adnani is related to the Lindsay family."

"It's official: Vivendi is Vincent Bolloré's family fiefdom. Shareholders can come along for the ride, but they must accept the risk that the chairman -- and largest holder with a 14 percent stake -- puts his interests before theirs."

"UEC’s Chairman of the Board does not put on his biography his prior role at C3 Energy (ultimately becoming C3.ai) which we believe has become the poster-child and case study of promotional, speculative, and serial AI disappointment."

"Colin Whitehouse is listed as the Chairman of CSC. However, Mr. Whitehouse’s LinkedIn page indicates that Mr. Whitehouse is a non-executive chairman of CSC and that he apparently does not even work at the joint venture full-time."

"Spruce Point finds it highly unusual that all its executive officers serve at the discretion of the Board except the Financial Controller and Chief Accounting Officer, who serves at the discretion of Chairman and CEO Farrell."

"Enfusion's Audit Chairman was the Chief Accounting Officer and Controller at General Electric when the SEC slammed it with a $200 million penalty for misleading investors related to costs, receivables and financial estimates."

"Mr. Peltz has more than 40 years of business and investment experience, has served for over 20 years as the chairman and chief executive officer of public companies and has served on more than a dozen public company boards."

"We will generally vote for proposals looking to separate the CEO and Chairman roles unless the company has governance structures in place that can satisfactorily counterbalance a combined chairman and CEO/ president post."

"Mr. Kasich would be a valuable addition to the Board given his time serving as the 69th Governor of Ohio and as a member of Congress from central Ohio for 18 years where he was also Chairman of the House Budget Committee."

"Chairman & CEO Jason Jiang, board member & venture capital star Neil Shen, and close business associate of Mr. Jiang & venture capital star Xiong Xiangdong were among the selling shareholders of Allyes at the rich price."

"After two years as CEO, Dr. Kleinfeld re-combined the Chairman and CEO positions. Since then, Dr. Kleinfeld has held both positions. But a lead independent director can be just as good as an independent chairman, right?"

"In the course of our investigation, we frequently encountered Mr. Lin Sankuang’s name associated with a variety of ANTA controlled distributors, and were subsequently informed that he is a cousin (表弟) of the Chairman."

"His position, holding just a tiny stake in Fujian Ruidong, is in keeping with the management model described in Part I, wherein Chairman Ding is able to oversee and therefore exert control by use of a trusted proxy."

"Our nominees will ask the right questions in the boardroom that we believe are not currently being asked due to the many interrelationships between the current Board members and AOL's Chairman and CEO Tim Armstrong."

"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."

"When Nuvei acquired SafeCharge in 2019, by far its largest acquisition for approximately $900 million - which we will explore later in this report - it was blessed by SafeCharge's Chairman Roger Withers."

"Between that line and a few that followed, McLoughlin threw the board under the bus and with that, we don't see how Chairman [Les] Vinney and a few other directors can continue serving as board members."

"The license plate numbers the Chairman provided are fabricated. Two of the plates – A65072 and A65075 – were issued for small passenger cars (a Santana and a Zheng Tian pickup truck), and not for buses."

"This new Board composition has resulted in the same type of consolidation of power under the new Chairman, Richard Hill, that became problematic under the leadership of former Chairman, Robert Boehlke."

"We recap below the events and main points which we believe justifies our conviction that the Chairman (Helge Lund) of the Board and the Lead Independent Director (Dame Amanda Blanc) should be removed."

"Spruce Point believes the bear case against FND is validated from recent disclosures by the CEO, General Counsel and Chairman of the Board, all of whom recently enacted insider stock selling programs."

"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"

"Given that the Fitch Group’s chairman has sat on Casino’s board since 2003, and that Mr. Naouri is on the board of the controlling shareholder of Fitch, how is it appropriate that Fitch rates Casino?"

"We find it incomprehensible that the dismal operating and financial performance that occurred under Mr. Poling's leadership would warrant a decision by the Board to appoint him as Executive Chairman."

"Muddy Waters caught DGW red handed (and hopefully red faced, but we doubt that Chairman Guo really cares). It replaced the genuine 2009 audit report in its SAIC file with a forged 2009 audit report."

"FND's Audit Chairman William Giles has a previous history of mistakes with supply chain finance programs. While CFO and Chief Accounting Officer at Linens 'N Things, the company restated results."

"The most obvious problem in this table is that Chairman Liu told us categorically that ONP has no finished goods inventory because customers pick up finished product as it comes off of the lines."

"CEO and Chairman Mark Lashier’s consolidation of power has harmed Phillips 66 (NYSE: PSX). Combining these two roles can weaken corporate oversight and goes against governance best practices."

"John Tartol, Chairman’s Club member and an Herbalife director, stated in an Herbalife newsletter that Distributors today could make it to the President’s Team in less than three years"

"We believe the Board's decision to appoint Mr. Poling Executive Chairman demonstrates the Board's inability to act with the best interests of stockholders as the primary objective."

"Phillips 66's Board is "proud" of management and have compensated the current CEO generously while also anointing him Chairman, allowing him to consolidate control of the Company."

"Phillips 66's Board is "proud" of management and have compensated the current CEO generously while also anointing him Chairman, allowing him to consolidate control of the Company."

"Yahoo's potential has been diminished by failed management and governance at the highest levels (i.e., CEO and Chairman positions), but new opportunities await new leaders"

"Through the May 2023 filing of Samsara’s audit committee report, its Audit Chairman and “Independent Director” Jonathan Chadwick served on a mind-blowing ten (10) boards!"