Callouts & quotes from 57+ activist slides

"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.”"

"Families are also indicating concern about hypertrichosis – excessive hair growth – a known side effect: “just hands and feet and the one girl we heard who just shaved it off”; “my daughter definitely had the excessive hair growth during the trial…her back, legs, arms, upper lip, and forehead”; “our endo did mention the possibility of shaving the forehead”; “they had patients…in the trial?…that were shaving their foreheads…was it on random body parts?”"

"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."

"The potential payment of US$30 million, largely to senior executives, is truly jarring when assessed against the chronic underperformance, pervasive misallocation of capital, culture of excessive pay and track record of wasteful administrative spend that these same executives have been accountable for over the past decade..."

"Two of the incumbent nominees oversaw the substantial value destruction that we believe occurred at BOTH Red Lobster and Smokey Bones, and three were on the Compensation Committee that, as described later, put into place an incentive structure we believe that encouraged excessive spending as the answer to every problem"

"Two of the incumbent nominees oversaw the substantial value destruction that we believe occurred at BOTH Red Lobster and Smokey Bones, and three were on the Compensation Committee that, as described later, put into place an incentive structure we believe that encouraged excessive spending as the answer to every problem"

"Axon’s $1.8 billion market cap valuation seems excessive relative to the market opportunity, which we do not believe has significant growth given: 1) stagnant law enforcement officer growth, and 2) deflationary forces that will compress Axon’s ability to charge for cameras while absorbing rising storage costs."

"We believe that auto-oriented analysts are much more likely to understand Carvana as a business than are tech or business services analysts, and believe that their lower valuations, while still excessive on the whole, are likely better-informed than those of their tech counterparts."

"Limiting director tenure allows new directors to the board to bring fresh perspectives. An excessive tenure is considered to potentially compromise a director's independence...For the US, Canada, Hong Kong, and, Singapore, lengthy tenure is defined as nine or more years."

"Keisei's Board is swollen by an excessive number of inside directors resulting in misalignment with peers and falling short of acceptable governance standards – at least 4 of Keisei's current inside directors offer little to the Board and should not stand for re-election"

"Buyouts of non-competes happen in the railroad sector – however, $25 million for Mr. Orr, who does not have experience leading operations at an Eastern U.S. railroad, is excessive when compared to the 2017 buyout for Hunter Harrison, industry-renowned PSR operator."

"We believe the Red Lobster Sale, combined with management and the Board’s poor capital allocation, excessive corporate spending, and lack of focus on restaurant operations, has already threatened the sustainability of Darden’s investment grade rating and dividend"

"We believe the Red Lobster Sale, combined with management and the Board’s poor capital allocation, excessive corporate spending, and lack of focus on restaurant operations, has already threatened the sustainability of Darden’s investment grade rating and dividend"

"Without the surplus emergency funding that supported excessive spending for the past three years, and facing weak economic growth, inflation, and rising labor costs, we believe K-12 district leaders will be forced to make difficult budgeting decisions."

"Management compensation is a significant percentage of EBITDA and has been immune to Kratos’ struggles and poor performance. Among small cap aerospace and defense contracting peers, Kratos’ management is excessively paid relative to EBITDA"

"In a March interview with a prominent biotech journalist, Miller’s portrayal of the drug strikes us as excessive: “life altering”; “these are things you’d never see in people with Prader-Willi Syndrome before this drug...it’s remarkable.”"

"We compare Rollins’ valuation with a broad set of residential and commercial service companies. We expect Rollins’ margins to contract and its top-line growth to normalize. As a result, we believe its excessive multiple should contract."

"HARMONY 1 and the other pivotal trials allowed concomitant use of a wide range of medications for narcolepsy, cataplexy, and excessive daytime sleepiness, creating a confounding factor that renders the trials flawed and useless."

"By primarily using stock options to incentivize management, the Board has created an environment that has favored excessive risk-taking, which can be seen by the excessive pace of M&A and the reluctance to reduce leverage."

"Bioprojet-funded paper shows no association between histamine (left) or its metabolite (right) with various etiologies of excessive daytime sleepiness such as narcolepsy with and without cataplexy an idiopathic hypersomnia"

"While auditor rotations can be viewed positively, we believe three auditors in six years is excessive in light of the accounting anomalies we have identified related to sales, gross margins, inventories and capex."

"They have a reputation of excessive billing and their excessive billing, which is not tied to a weekly amount. It's back tied to just what you started asking about the contracts, and the things of that nature."

"The Board does not appear to have addressed excessive turnover in key operational roles. We believe shareholders are concerned that instability in key roles, particularly operations, hampers performance."

"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."

"We believe this should be considered a related-party transaction. We believe this is an excessive perquisite for an employee, even if a portion of the land is being used for business purposes."

"Crown Castle’s tower business has been an “enabler” for excessive fiber capex. Peers chose to exercise much greater prudence in allocating capital and ensure that fiber projects earned returns"

"By reducing its asset base and returning capital to shareholders, rather than wasting shareholders’ money on excessive capex and acquisitions, Brinker has driven superior returns on capital."

"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."

"Excessive overhead and significant investments outside the core Digital Telephony businesses have failed to generate returns, and instead have resulted in massive losses for the Company"

"The surgeon stated that the OCS Liver device “is approved for standard anatomy” only – when “the liver has abnormal anatomy, like excessive right hepatic artery...this is off-label.”"

"Mettler has excessive amounts of add-backs to free cash flow. In our view, cumulative FCF has been inflated by $347m with 80% of it coming after CEO Filliol took control in 2008."

"Alphabet's headcount has increased at an annual rate of 20% since 2017. This growth is excessive, both in relation to historic headcount growth and what the business requires."

"Despite all the excessive optimism that MGPI is a booming whiskey/bourbon producer, we point out that its net food grade alcohol sales growth has been recently declining."

"Given the lack of meaningful profitability or growth throughout this brand portfolio, the remaining goodwill of €257.5M on HelloFresh’s balance sheet appears excessive."

"The trial showed that pitolisant was inferior to modafinil in reducing excessive daytime sleepiness (EDS), the primary endpoint, and also inferior in cataplexy."

"For example, it shows that Abbot, J&J, Merck, Pfizer, and others all tried and failed in their H3R programs for narcolepsy and excessive daytime sleepiness."

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

"The timeline provided by [L3] has the potential for disruption in schedule, due to the excessive time it takes to install an individual system."

"Can you possibly stretch? Can you possibly make excessive sleepiness narcolepsy? Can you possibly make it cataplexy? Can you possibly do that?"

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

"Shareholders frustrated by the excessive compensation and poor performance can VOTE AGAINST the compensation committee"

"Shareholders frustrated by the excessive compensation and poor performance can VOTE AGAINST the compensation committee"

"Shareholders frustrated by the excessive compensation and poor performance can VOTE AGAINST the compensation committee"

"Shareholders frustrated by the excessive compensation and poor performance can VOTE AGAINST the compensation committee"

"Shareholders frustrated by the excessive compensation and poor performance can VOTE AGAINST the compensation committee"

"Shareholders frustrated by the excessive compensation and poor performance can VOTE AGAINST the compensation committee"

"Shareholders frustrated by the excessive compensation and poor performance can VOTE AGAINST the compensation committee"

"Shareholders frustrated by the excessive compensation and poor performance can VOTE AGAINST the compensation committee"

"Most DCD's have excessive warm ischemic time; organs deteriorate rapidly after 30 minutes and unrecoverable"

"A combination of factors are driving the excessive valuation discount, but they can be readily addressed"

"The Rollins Family Is Selling While ROL’s Valuation Is Excessive: We See 30% – 40% Downside Risk"

"The old model was excessively promotional, which hurt the JCP brand and complicated the company"

"Darden’s facilities are very impressive, but can management justify this excessive G&A spend?"

"Huntsman's CEO has accumulated excessive pension benefits compared to the Proxy Peers"

"Excessive equity issuance directly and adversely impacts common stockholders"

"ACAS has consistently paid excessive compensation for failed performance"

"This excessive SG&A spend is unacceptable and must be improved"