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Callouts & quotes from 10,384+ activist slides

Every emphasised callout and every pulled quote, extracted slide-by-slide. Search by keyword, filter by slide type or by source.

Showing 301–360 of 10,384
quote villain critique

""Since the end of fiscal 2015, Deckers has combined the reporting of its retail store and e-commerce performance in a broad direct-to-consumer ("DTC") category, and no longer breaks out the performance of its retail stores. While we understand the importance of omni-channel distribution, we can only assume that the performance of the retail store network continues to deteriorate, and that management would prefer not to highlight it." — Red Mountain Capital (Top 10 Deckers Shareholder 12/5/16); "Please provide a more comprehensive discussion and analysis of the material factors impacting net sales and loss from operations for the DTC reportable segment. In this regard, we note your discussion and analysis provided during the earnings call by David Powers, President of Deckers Brands. Please note that to the extent an underlying business is materially impacting the segment results, disaggregated analysis of that business may be necessary." — SEC letter dated 10/1/2015; "Do not own this stock. DECK is changing its reporting segments from 4 to 2, and is no longer providing supplemental commentary. The aforementioned actions demonstrate an unconscionable lack of transparency." — Sterne Agee 2/5/16"

quote villain critique

""The claim of quantum supremacy is a clear no...I’m willing to bet a thousand bucks that in the next three months some science team is gonna simulate that diamond lattice and say, there you go...Papers have refuted D-Wave’s claim and D-Wave is just holding onto a small technicality...Ok, so they did a different lattice shape? Big deal. Let’s not forget the obvious fact that this problem is very contrived, and the real-world lattice would be a pyrochlore lattice and that they cannot do." — PhD Physics, expert in quantum physics and materials science. "It’s a toy problem...it’s certainly not a real-world problem in the sense of having practical applications that will lead to new discoveries and material science or something along those lines." — PhD Physics, 30 years of experience in quantum computing research. "It’s almost like what they built is to solve this problem...They say it’s material science, but my thought would be, in reality you want to make this more complex, and as soon as you make this more complex – more variables or you make it a mixture or something – as soon as you introduce that, their system won’t be able to solve it." — PhD Computational Chemistry, 20+ years as scientist."

D-Wave Quantum Inc · QBTS Kerrisdale Capital · p. 15
quote ceo quote

""Business combinations such as [T-Mobile / MetroPCS, SoftBank / Sprint] often present significant long-term opportunity for Amdocs, giving our track record of consolidating systems on behalf of our customers especially in North America." — Eli Gelman, President and CEO, Amdocs; "...competition among North American wireless operators continued to intensify presenting us with opportunities to partner and support our key customers in their strategic initiatives." — Eli Gelman, President and CEO, Amdocs; "A highly demanding customer, a very sophisticated customer. It may sound like an issue. It's actually an advantage because we have the ability to address highly complex sophisticated customers." — Eli Gelman, President and CEO, Amdocs; "So I'm mentioning the projects orientation because on one hand it creates pressure and it stretches our delivery organization to the limit and many aspects like this. But on the other hand, this is the foundation for anything else, because usually a successful project leads to other successful projects, and as we are expanding our offering, the potential other projects that can come after whatever project we started with." — Eli Gelman, President and CEO, Amdocs"

Amdocs Limited · DOX Spruce Point Capital · p. 18
quote ceo quote

""First more than 90% of HomeTeam's business is Pest Control... When we acquired HomeTeam their margins were 7% on a trailing 12 month basis. But we believe that we can double those margins in the next four years." — Rollins On HomeTeam Acquisition, July 23, 2008. "The HomeTeam acquisition was a meaningful acquisition. So we've bought some nice platforms through the years, and we'll continue to buy good platforms." — CFO Krause, Baird Conference, Nov 9, 2022. "There are multiple benefits to tying Fox closely with HomeTeam, who have also been utilizing door-to-door campaigns to activate Taexx customers in their predominantly residential business for over 20 years." — CEO Gahlhoff, Q1 2023, April 27, 2023. "And when we look at the Fox pest control, it's a door-to-door business, the thing that we get excited about when we think about this business is teaming Fox with HomeTeam. HomeTeam is our business where we've got tubes and walls and there are legacy tubes that unfortunately, customers aren't using because they moved away from the home that they originally built and the new owner doesn't even realize that these tubes are in the house..." — Rollins on HomeTeam, William Blair Conf, Jun 8, 2023."

Rollins Inc. · ROL Spruce Point Capital · p. 60
quote nominee bio

""As Independent Lead Director at HD Supply and Nominating & Governance Committee Chair, Betsy led the charge on creating exceptional board of directors' composition and dynamics. [...] Betsy's overwhelming passion to apply hard work, opportunistically identify and engage an extended network of expert talent, and direct board activity was an incredible business asset and accelerant." — Joseph J. DeAngelo, Chairman & CEO, Home Depot Supply – 2019; "Betsy Atkins had the courage to join our board as an Independent Director during a time of company crisis. Betsy provided not only a steady hand but also the focused, strategic thinking and experience in corporate governance necessary to navigate a clear path forward." — Matt Maddox, CEO, Wynn Resorts – 2019; "She has the rare experience of having served on numerous boards across various sectors and geographies. Her hands-on and intimate knowledge of situations that board members have to navigate has proven essential at a point in time when governance is facing significant challenges, undergoing major transformations, and requires different approaches in different parts of the world." — Jean-Pascal Tricoire, Chairman & CEO, Schneider Electric – 2019"

quote ceo quote

"“One of your most successful competitors [PCC] has a strategy of low prices and very high capacity utilization. You're bringing a lot of innovation and how met [ph] you acquired that -- strategy. But the other -- I got all the gross margin dollars over time. And how -- what assurance do you have that you can get your share of the gross margin dollars on these products over time to reward you for your innovation?” — Douglas Dethy, DC Capital; “And I think it would be wrong to go away with saying, hey, we are only going for markets where there is an innovation future because in the end, you saw also a lot of innovations are around process optimization, right? So in reality, they drive costs down. The ideal situation is to combine these worlds, and that's exactly what we're trying to do. I mean, we are at scale here. So scale-wise, I mean, we are at a level where we can do this. So it's not that we are not looking at utilization or factories, right, but what we have the advantage that we also have a lot of technology. So we want to get to a position where, ideally, we can combine those both worlds, where we can give the customer a value, at the same time, at lower costs.” — Dr. Klaus Kleinfeld"

Arconic Inc. · ARNC Elliott Management · p. 134
quote villain critique

"“Colleagues who were enthralled with Nevro are not as enthralled with it now. They were the first kid on the block. Now it’s 4 companies. Abbot doesn’t call their device high frequency, just Burst but it ramps up and down. Same with Medtronic. Then Wavewriter from Boston Scientific The uniqueness of paresthesia-free isn’t there anymore and that was the main selling point for Nevro, and then you have the bulky battery.” — KOL, previously a high-volume Nevro user; “Nevro came out with something new and got a lot of share in a crowded space. I doubt they can hang on to the IP, and it’s not the only IP out there. The sheen is off Nevro. I’ve known [Nevro executive, redacted] for many years. I don’t know that he’s the right guy. I wouldn’t buy stock in Nevro right now. Their story is getting stale.” — KOL and Nevro trial investigator; “Abbot’s Burst and Medtronic’s Intellis are what changed my usage of Nevro the most. It was a big switch for me was when Burst came out. Then Intellis came out and was smaller than anything anyone has ever been by quite a bit. My average patient doesn’t want a big device sticking out of their ass. And Intellis is one charge a week.” — High volume implanter and KOL"

Nevro Corp. · NVRO Scorpion Capital · p. 122
quote ceo quote

"We also launched BlackRock's first self-indexed ETFs... This illustrates one of the ways we are using our scale and technology to reduce manufacturing costs and pass along greater savings to our clients. — Larry Fink, CEO, July 2017; We seeded or co-invested $1.1 billion into products as we built new and innovative investment capabilities, including alternative, ESG-related, and self-indexed offerings. — April 2018 Proxy Statement; Now on the self-indexing part of your question, look, self-indexing certainly has some advantages, and the advantages are cost and flexibility. So we're exploring constantly self-indexing in areas where there aren't well-defined indices... And currently, we have 6 self-indexed ETFs. — Robert Kapito, President & Director, January 2021; We are also continuing to invest in scale efficiencies. We get this obviously through Aladdin, but we're also diversifying our ETF servicers, diversifying index providers, and expanding our own capabilities around self-indexing, custom indexing, and proprietary data and analytics, especially in fast-growing areas like ESG. — Salim Ramji, Senior Managing Director & Global Head of iShares & Index Investments, Investor Day, June 2021"

MSCI Inc. · MSCI Spruce Point Capital · p. 31
quote ceo quote

""Great. And then maybe in the final minute or so, just weigh in on capital deployment." — Analyst Jack Meehan; "I didn't see share repurchases come up." — CFO Vadala; "You guys are very disciplined there, too. So how does the environment look for deals? It's been a couple of years since your last notable acquisition. Is it tougher to find the quality deals or is it valuation." — Analyst Jack Meehan; "I think it's availability. Our definition of strategic fit continues to be the same which is tight. We're looking for – we tend to like the bolt-ons. We like the adjacencies in the Lab and the product inspection space. We like targets that can leverage our Spinnaker program, serve the same end markets, so we have good cross-selling capabilities. But the pipeline hasn't changed. Typically when you're looking at that profile of company, it's an availability, whether it's a private company or something like that. In terms of capital deployment, we also do like share repurchases. We continue to use our free cash flow plus option proceeds to buy back our stock. We've been very consistent about that over the years. We don't try to time the market. We're in the market every single day." — CFO Vadala"

Mettler-Toledo International, Inc. · MTD Spruce Point Capital · p. 113
quote precedent table

""Let me make one comment on the Speedway deal relative to that is we still believe we're going to get the benefit of integration. That's not lost because of the supply agreement that we have and the fact that we'll continue to be using our logistics assets." — Mike Hennigan, CEO of Marathon Petroleum, August 3, 2020. "I mentioned Speedway sale is a win-win, I think at the end of the day 7-Eleven is getting a quality team and a group of assets that enhance their portfolio, at the same time MPC is monetizing the retail margin, but keeping the fuel supply chain." — Mike Hennigan, CEO of Marathon Petroleum, November 2, 2020. "On the portfolio we completed the Speedway sale receiving $17.2 billion of proceeds from that transaction and securing the 15-year fuel supply agreement with 7-Eleven." — Mike Hennigan, CEO of Marathon Petroleum, February 2, 2022. "If you think about the history of the Speedway portfolio literally growing up over decades in and around the infrastructure. So it's important to us to preserve the integration value operationally associated with that, which we've done so in the contract." — Brian Partee, Senior Vice President, Marketing of Marathon Petroleum, August 3, 2020."

Phillips 66 · PSX Carl Icahn · p. 20
quote ceo quote

"“Let me make one comment on the Speedway deal relative to that is we still believe we're going to get the benefit of integration. That's not lost because of the supply agreement that we have and the fact that we'll continue to be using our logistics assets.” — Mike Hennigan, CEO of Marathon Petroleum, August 3, 2020; “I mentioned Speedway sale is a win-win, I think at the end of the day 7-Eleven is getting a quality team and a group of assets that enhance their portfolio, at the same time MPC is monetizing the retail margin, but keeping the fuel supply chain.” — Mike Hennigan, CEO of Marathon Petroleum, November 2, 2020; “On the portfolio we completed the Speedway sale receiving $17.2 billion of proceeds from that transaction and securing the 15-year fuel supply agreement with 7-Eleven.” — Mike Hennigan, CEO of Marathon Petroleum, February 2, 2022; “If you think about the history of the Speedway portfolio literally growing up over decades in and around the infrastructure. So it's important to us to preserve the integration value operationally associated with that, which we've done so in the contract.” — Brian Partee, Senior Vice President, Marketing of Marathon Petroleum, August 3, 2020"

Phillips 66 · PSX Carl Icahn · p. 34
quote ceo quote

""I hear what you're saying about the acquisition and the history, but really it's been six, seven years since we've made an acquisition more than $100 million. So we've moved past that. Really the financial priority for the Company as set out by the Board and the senior management team is continue to improve the credit profile." — Steve Heskett, Vice President - Treasurer, September 2011; "Smaller bolt-on acquisitions, particularly in fast-growing, developing markets that have a very strong synergistic, a post-synergistic sort of a payback for us, $10 million-$20 million sort of acquisitions -- I don't believe this is the time to kind of bet the farm and go out and leverage up the balance sheet. I don't think that we've -- I think reducing our debt right now is more important than expanding our debt." — Peter Huntsman, President & CEO, May 2012; "But I don't see in today's -- where the market, I think, is putting a premium on risk reduction. I don't see a scenario today, at least not one that sits readily before me, where we are going to take our balance sheet and load it up with debt. So, M&A, large M&A I don't think is a high priority." — Peter Huntsman, President & CEO, November 2012"

Huntsman Corporation · HUN Starboard Value · p. 182
quote villain critique

""The foundry itself is not unique. People for many years, whether that's Amyris or Intrexon or name your favorite pharma company, people have been doing small molecule screens and high throughput and doing similar types of work for many years. And so, what they've done really well is miniaturized experimentation down to pico-liters." — Former director level executive. "They use these instruments called the Echo that basically moves around very tiny volumes of material. And their whole schtick about we're three times cheaper than a human pipetting at the bench and things like that is really a function of an acoustic liquid-handling robot that transfers a very tiny amount of material from well to well and that allows them to achieve those types of numbers. It's just a robot, basically." — Former director level executive. "On a high level, I don't think they're unique and special at all...it doesn't have any unique equipment; I don't think it has any really unique IP." — Former employee in a managerial role. "The first thing is that they don't have any unique technology that other companies don't have. The second is that they don't have any product." — Former employee in a managerial role."

Ginkgo Bioworks · DNA Scorpion Capital · p. 147
quote other

"“There were only 4 reps in capital asset sales before the RCA deal. The staff went to like 30 post closing. RCA was strong at the time, but we started to see as time went on the market took a turn, a large amount of cancellations started to occur. CoStar is the main product they are competing with. They are more dominant. RCA has flexibility for pricing, but most go to CoStar because it is the flagship product. To make sure at times clients didn't go to CoStar we did discount or had to do multiyear agreements. The RCA deal was not the best or easiest transition. It was pretty disorganized. It was like a dumpster fire. There were a lot of mismanaged accounts. I don't think they did enough due diligence, like on their run rate, and what they are producing. There were a lot of outdated or accounts that weren't updated. They were getting billed but were not an active client. Like one client said they cancelled a year and a half ago but were still getting billed. From my perspective, a lot of the RCA people left because it wasn't what they expected and they were getting paid better under the private vs. public company structure.” — Former frontline sales and business development executive"

MSCI Inc. · MSCI Spruce Point Capital · p. 74
quote villain critique

"For lithium-ion cells, one of the key things is the Coulombic efficiency number. Think of it like a compound interest rate, where if each time you cycle your battery and you lose 1% each time, your battery cannot last more than 100 cycles or 200 cycles. It's very easy to calculate. Today's lithium-ion batteries operate at close to 99.9% Coulombic efficiency and that enables us to go for a few hundred cycles. For cells working in the region of 3,000 cycles like [redacted] has shown, you need 99.95%, 99.96% [Coulombic efficiency]. So we’re very particular about Coulombic efficiency measurement. And throughout Quantumscape’s entire presentation, we don’t see any coulombic efficiency numbers. That’s a huge red flag. — Solid-state expert; The Department of Energy’s Battery 500 Consortium took four years among 11 different scientists to raise the lithium coulombic efficiency from 90% to 99.6% and right now they’re struggling to go above 99.6%. 99.6% means that we can cycle something like 500 cycles. For 99.6% to 99.9%, we’re still ongoing. If your Coulombic efficiency is not 99.9% or close to that value, cycle numbers to 1000 are very unlikely in lithium metal cells. — Solid-state expert"

QuantumScape · QS Scorpion Capital · p. 112
quote other

"TSMC will play hard...KLA will win the P2 and P3 [inspection]...that's for the mask shop. — Ex-KLA executive. they will struggle...extremely hard to compete with KLA...I don't think Lasertec can pull it out in EUV [versus KLA] — KLA source. people would love to buy from KLA...there is no question about that...even if [their tool] were crap, then the customer would love to have a second supplier...they will get the orders, that's for sure. — KLA source. I'm talking about customers coming to KLA and "begging us to expedite": "I'm talking about customers coming to KLA...saying, guys, we need you to develop this tool...P2 can only be done by a clean tool...they were really begging us to expedite." — KLA source. has a lot of issues...doesn't work well...that's why customers want KLA to make a reliable tool. — Ex-director of engineering. everything could turn around in a second if KLA comes out with a superior tool...they're out of business, basically. — Longtime semiconductor executive in Japan. they were picked up by mass media newspapers and TV...that's why they became popular...average people walking on the street have no idea what EUV is. — Longtime semiconductor executive in Japan."

Lasertec Corporation · 6920 Scorpion Capital · p. 47
quote appendix data

""ISS recently adopted a policy regarding so-called "unilateral" bylaw or charter amendments -- provisions adopted without public stockholder approval. Under this policy, beginning in 2015, it will generally recommend withholding votes from or voting against directors who, without putting the provision to a stockholder vote, approved bylaw or charter provisions that have the effect of restricting stockholder rights." — "Governance Issues in Spin-Off Transactions" published by Gibson Dunn on 2/5/15; "Glass Lewis ordinarily gives new public companies a one-year grace period to allow them time to comply with applicable regulatory requirements and meet basic corporate governance standards. However, if the company implements an anti-takeover measure such as a rights plan or a classified board before its initial public offering, without offering a sunset for the rights plan of three years or less or a ‘sound rationale,’ and the measure is not subsequently put to a stockholder vote, Glass Lewis will consider recommending voting against all members of the board who served at the time the measure was adopted." — "Governance Issues in Spin-Off Transactions" published by Gibson Dunn on 2/5/15"

quote ceo quote

"“...So, the leadership team met without me. And they came up with 50% to 70% of the $1.2 billion. I would -- and I would tell you that's average performance. And this is not an average team. In the time-honored tradition of under promising and over delivering, we set ourselves up well today is my view. I would take the over on 70% to 90%. You think about the $1.2 billion, a couple of hundred of capital savings.” — Phillips 66's then-Chairman & CEO Greg Garland, November 2019 PSX Investor Day. “...Despite the cost-cutting initiative, we estimate that since 2019, refining & SGA costs (ex turnarounds and energy) have increased from $5/bbl to $6.5/bbl. Absolute costs are up 12%, or $500MM, more than large cap peers.” — T.D. Cowen, November 7, 2022. “There is nothing that destroys a management's team credibility faster than setting targets, missing them and attempting to avoid accountability or obfuscate the true outcome. This is the quickest way that I lose conviction in a management team's ability to deliver long-term value. I find it quite remarkable that the Board has not played a stronger role in holding Phillips 66 management accountable.” — Shareholder Nominee: Stacy Nieuwoudt."

Phillips 66 · PSX Elliott Management · p. 49
quote ceo quote

""...So, the leadership team met without me. And they came up with 50% to 70% of the $1.2 billion. I would -- and I would tell you that's average performance. And this is not an average team. In the time-honored tradition of under promising and over delivering, we set ourselves up well today is my view. I would take the over on 70% to 90%. You think about the $1.2 billion, a couple of hundred of capital savings." — Phillips 66's then-Chairman & CEO Greg Garland, November 2019 PSX Investor Day. "...Despite the cost-cutting initiative, we estimate that since 2019, refining & SGA costs (ex turnarounds and energy) have increased from $5/bbl to $6.5/bbl. Absolute costs are up 12%, or 500M M, more than large cap peers." — T.D. Cowen, November 7, 2022. "There is nothing that destroys a management's team credibility faster than setting targets, missing them and attempting to avoid accountability or obfuscate the true outcome. This is the quickest way that I lose conviction in a management team's ability to deliver long-term value. I find it quite remarkable that the Board has not played a stronger role in holding Phillips 66 management accountable." — Shareholder Nominee: Stacy Nieuwoudt"

Phillips 66 · PSX Elliott Management · p. 50
quote villain critique

""The percentage of the business that comes from ASC's is certainly over 70% on a national basis. The reason they're so price-sensitive is that the physicians have ownership in that ASC or they own it outright, so they're getting two fees. They're getting the facility fee. They get the physician fee and the equipment fee. As an example, if I can really knock you down on price, where I was paying $25,000 per stimulator before and now I'm paying $20,000 and I do a hundred cases a year, I pick up the extra $500,000. Then if I get reimbursed at $38,000, now I'm making $18,000 back on." — Nevro ex-executive; "And it's a price war because none of the companies have created great customers. Those big whale customers that own their own ASC are making money off of the generator. Let's say as an example, Omnia is $5,000 more and you do a hundred cases a year. Are you really going to say it's a $500,000 better product than something else? Of course not. That money goes directly to the ASC owner who is the physician that does the cases. Every stimulator company is trying to fight over a couple of hundred customers a year that are up for play and they want a lower price." — Nevro ex-executive"

Nevro Corp. · NVRO Scorpion Capital · p. 196
quote villain critique

""not going to be helpful at all to the families who don't have the ability to control the environment." — Trial investigator #5; "probably put on 50 pounds during the 13-week C-601 [pivotal phase 3] trial and then rolled over [to open label] and continued to put on weight...the family withdrew her in order to hospitalize her" — Trial investigator #5; "she got hairy...so I was pretty sure she on real drug..."; "there certainly was potential for unblinding...no question." — Trial investigator #5; "I'll probably be quite cautious in the population that's already got blood glucose intolerance." — Trial investigator #5; "in order to get in the study, you had to be able to demonstrate that you could swallow a pill" — "some folks couldn't swallow that big a pill, so we had to use the 75 mg for them instead...so yeah, the 150 mg is a big pill." — Trial investigator #5; "no, I don't think you're missing anything...just out of the goodness of my heat, maybe I'll end up prescribing plain old diazoxide...I guess we'll see in a little while, because there'll be plenty of people who will be doing it"; "everybody can take that, whereas not everybody can swallow a pill." — Trial investigator #5"

Soleno Therapeutics · SLNO Scorpion Capital · p. 65
quote villain critique

"“I think it’s about control. So, if you can control the surgeon, the team, the airplane - everything - as a consumer, I’m stuck. I might know what the cost would be, but then there are all these delays. Sometimes, we can’t even get a plane because of the delay in the procuring arena where we have to then field another jet because we’ve got 90 minutes. So, that adds to the additional cost, too. But I would say when it comes down to why their team needs to be the one and only to make the decision, I think that’s a control thing. I think that’s them making the call. And I have no control over that.” — Veteran transplant administrator/executive at Massachusetts General Hospital; “...so there may be a feeling of being kind of forced or leveraged into taking on that service. At some point, the cost, the economic analysis—I think they’re bordering on eating into all of the margin or most of the margin that would be gotten from doing another case of liver transplantation. I think that when you start pushing up against that, at least as an institution, you have to start asking the question, is this viable?” — Transplant hepatologist in a leadership role at Massachusetts General Hospital"

TransMedics Group Inc · TMDX Scorpion Capital · p. 64
quote appendix data

""It’s come down to which group of independent directors shareholders want to oversee the company: Darden’s or Starboard’s? We believe Starboard’s slate is better qualified." — Hedgeye, September 3, 2014; "Investment Thesis: We remain constructive on Darden based on the thesis that multiple near to intermediate term catalysts are in play including the potential spin-off of SRG, increasingly aggressive cost control efforts and the potential sale of a portion of the company’s 600 remaining owned pieces of real estate." — Wells Fargo, September 2, 2014; "Development of propco/opco could be an intriguing possibility to maximize value in remaining real estate ... Based on discussions with J.P. Morgan’s REITs equity research team we believe a 14-15x pretax multiple could be applied to rental income. ...[This] yields approximately $7-8 of additional stock value." — JP Morgan, June 5, 2014; "We are lowering our rating on DRI shares from Neutral to Underperform and cutting our price objective from $55 to $40. Olive Garden (OG) has undertaken a brand relaunch to drive sales but we have concerns that the efforts are failing to gain significant traction." — Bank of America, August 28, 2014"

Darden Restaurants, Inc. · DRI Starboard Value · p. 293
quote other

"Omnia is a bump for a couple of quarters. Once Saluda is launched, whenever that may be in 6 to 12 months,, you're going to see the early Omnia doctors leave Nevro to try Saluda. So, I think if anyone gets impacted by Saluda, it's going to be Nevro more than any of the other three big players. Nevro when it first came out got the early adopter types of doctors, and Saluda will make an impact with those doctors that try new technologies within the first 6-12 months. Correct, I'm saying that Nevro's customer base are people that are fickle. — Former Nevro district sales manager, now playing similar role at a key competitor; Saluda will absolutely take share. It's totally different than anything out there. Doctors will absolutely want to go to it. It'll be like having a Nevro launch all over again. They'll take a lot of share. It's a novel approach to pain. — Medtronic territory manager for a key multi-state region; I think Saluda will have an impact. I think there will be a splash. — Medtronic territory manager for one of their largest regions; When Saluda comes into play, I think the market is going to shift and take a look at them. — Longtime C-level executive in the SCS space"

Nevro Corp. · NVRO Scorpion Capital · p. 189
quote villain critique

""Typically, this is not how companies behave with somebody who helped them get FDA approval - one of the investigators, essentially. It's very unusual. We're a very high-volume user but that's Waleed's method, he and Tamar Khayal, his COO....that's how they roll. They play hardball. They've really alienated a lot of people and a lot of my friends have said, 'No way, I'm not ever using those guys because of the way they do business.' And my friends, of course...they're using OrganOX, and they're doing fine, and they're happy with their volume." — Transplant surgeon at a high-volume academic center; "I get badgered very regularly by their medical director - their director of surgeons. My impression is that he's getting badgered by Waleed and Tamer to get our institution in line because he seems uncomfortable when he's talking to me. But I get badgered constantly about it. Can you check on the contract? What's going on? And then, when I call him to say, why are you sending a team from [redacted city] when you have a team in [redacted city]? That makes no sense. And you can see the logic is so flawed; he just talks in circles." — Transplant surgeon at a high-volume academic center"

TransMedics Group Inc · TMDX Scorpion Capital · p. 257
quote villain critique

"“Until after we felt it, exactly. So, there was an issue and then the liver, the pump - we reported this to TransMedics and we were right. Our concerns were correct.” ... “The procuring surgeon could feel it, but it was not reported. It could have been a procurement issue. But that’s just the first part of the story. Fast forward three weeks later, another colleague, we had another liver on pump for a different patient. And this time because of what happened the previous time, we inspected the graft more thoroughly before we started the operation. And again, this time, the right lobe of the liver fell off. But the numbers, the perfusion numbers were fine. So, we called Magdy and we called TransMedics and we said, ‘The numbers are okay. It looks okay. But that right lobe, we’re nervous because of what happened with our previous patient, and the right lobe doesn’t feel right.’ And then the response was ‘Wow, yours is the only center that is having these issues,’ which is an outright lie. There were other centers that definitely had concerns about a graft and how it felt before implantation.” — Chief of transplant surgery at a major transplant center; high-volume TransMedics user"

TransMedics Group Inc · TMDX Scorpion Capital · p. 336
quote ceo quote

""As relates to [direct-to-consumer], this is an area I think it's important that we frame. first of all, direct to consumer sales in our product categories globally currently represents 0.3% of sales. I'm not saying that to indicate that it's not a potentially important tool for us. I believe it is... Again I do not want this to be taken the wrong way but I don't see a mass move." — P&G Conference Call, 10/25/16; "And we've talked often about the endless shelf. If anything, online consumers look at less brands than more brands, walk a store and a big mass merchandiser and some big categories like Hair Care, you may say 30, 40, 50 brands. When you go to any one of the online opportunity sources, you'll probably look at Page 1, maybe Page 2. And as I mentioned, strong brands often occupy the majority of Page 1 and Page 2." — P&G Conference Call, 7/27/17; "We are testing and have tested and will continue to test a number of models...But certainly, I believe so far is that most consumers do not want to have a lot more accounts for narrow parts of their daily or monthly needs, and so an aggregator probably is better positioned to serve the consumer." — P&G Conference Call, 7/27/17"

The Procter & Gamble Company · PG Trian Partners · p. 68
quote villain critique

""The $2 million pricing per machine is ridiculous. I think it's stupid...Their pricing is almost like shooting themselves in the foot.. pricing seems so ludicrous to me for what that market needs and wants. $2 million...I think that's nuts...It's having a tough go given its pricing point and its complexity." —Former BLI executive; "The rice is a big problem for customer adoption. Price was a big one for the Beacon and for the Lightning. The price point was always a pain point." —Former BLI scientist; "They only have 50 instruments or so in their installed base - that's because it's $2-million. You need to make a huge case for someone, especially with a science background, to spend $2-million; those are like atomic force microscopes or something, which are extremely expensive ones, where the information that you get through them cannot just be done any other way. Here, there are alternatives. The price, along with the value, is not exactly where customers go bonkers." —Former BLI senior scientist; "Yes. Realistically, they won't do it," —Former BLI senior scientist; "My belief is that a palatable price point is somewhere around $400 to $500,000." —Another former BLI executive"

Berkeley Lights · BLI Scorpion Capital · p. 142
quote villain critique

"“We are paying for that. And if you’re a transplant center in Northern California, and you want normothermic perfusion, you can pick TransMedics and pay $100,000-plus, plus you’ll pay for my liver acquisition charge. Or you could choose OrganOX normothermic perfusion, and it costs you nothing, only the standard acquisition charge. That’s it…that’s all we charge. But we have three machine operators. We have purchased vehicles to move the machine around in. We’re launching our program. I don’t see why you, as UCSF or any of the transplant centers, would choose to use TransMedics over the OrganOX machine for any of the Bay Area donors. There’s another OPO based out of Sacramento; it’s a small group. They received their machine on the [redacted], and they’ll be live on [redacted] The group out of LA, the largest OPO in the country, they just received their machine, and I believe they’re arranging for their training sometime next month and that’s going live. The OPO in Nevada has received their OrganOX machine. So, all of these are going to be owned by the OPO and there is zero additional charge to the transplant center.” — Executive at a West Coast OPO, longtime industry veteran"

TransMedics Group Inc · TMDX Scorpion Capital · p. 313
quote ceo quote

""Cintas has maintained that the pricing environment hasn't changed much or been stable throughout this whole industry consolidation period? Unifirst's CEO, was commenting a year ago that basically, and I'm paraphrasing, service disruptions in the industry has created a change and allowed them to be more competitive and poach clients. So, I mean, do you take Cintas verbiage at face value that the pricing environment has been stable while they're trying to digest a huge acquisition of G&K?" — Spruce Point; "And not only that, but I'll say this, the pricing environment in the rental uniform industry is, is within 10% of where it was back in the late eighties... they'll dangle a carrot to get their foot in the door... the way they do that is by collecting those fees and those fees that we're talking about is for the loss and the ruining, that 30% that I was mentioning to you earlier about, that's a cost that they just can't measure very well." — Industry Expert; "Naturally occurring loss and ruin is around 16 to 18%... But as time evolved, and as we started hitting those numbers more and more, guess what they climbed to 28% and 30%. 30% is about the norm now." — Industry Expert"

Cintas Corp. · CTAS Spruce Point Capital · p. 37
quote appendix data

"“It’s come down to which group of independent directors shareholders want to oversee the company: Darden’s or Starboard’s? We believe Starboard’s slate is better qualified.” — Hedgeye, September 3, 2014; “Investment Thesis: We remain constructive on Darden based on the thesis that multiple near to intermediate term catalysts are in play including the potential spin-off of SRG, increasingly aggressive cost control efforts and the potential sale of a portion of the company’s 600 remaining owned pieces of real estate.” — Wells Fargo, September 2, 2014; “Development of propco/opco could be an intriguing possibility to maximize value in remaining real estate … Based on discussions with J.P. Morgan’s REITs equity research team we believe a 14-15x pretax multiple could be applied to rental income. …[This] yields approximately $7-8 of additional stock value.” — JP Morgan, June 5, 2014; “We are lowering our rating on DRI shares from Neutral to Underperform and cutting our price objective from $55 to $40. Olive Garden (OG) has undertaken a brand relaunch to drive sales but we have concerns that the efforts are failing to gain significant traction.” — Bank of America, August 28, 2014"

Darden Restaurants, Inc. · DRI Starboard Value · p. 293
quote ceo quote

""Now $1 billion is a big number. It's a 5x in fold from where we are today. So, let's talk about how we're going to get there. We're going to do it through acquisitions... We are very serious about our build to $1 billion strategy. With this acquisition, we'll be close to $1 billion adjusted EBITDA which is our EBITDA objective that we set out. We plan to maintain our strategy to achieve this target within the near term. Once this deal closes, or should the deal close, we will be from an EBITDA perspective, the fifth biggest tech company on the TSX." — Matt Proud, CEO of Dye & Durham; "Internally, the single best measure that we have is IRR when we're looking at our acquisition discipline. Personally, what I seek to do and what I've hopefully convinced others around Constellation to do is to use IRR as the method of choice. And because we're looking to buy and hold forever, I feel way more comfortable with IRR as an approach. And so we set a relatively high IRR bar and then we use multiple scenarios that are probability weighted to come up with the IRR that we expect, taking into account all possible outcomes." — Mark Leonard, Founder & President of Constellation Software"

Dye & Durham Limited · DND Engine Capital · p. 16
quote ceo quote

"Also, once fully deployed, we anticipate that we will reap the benefits from the implementation of our global ERP system, known as the Harmoni project, maximizing its full potential. — Q4 2021 Management Commentary. And a little bit specific to the ERP, SAP continues to be successfully deployed through the U.S. operations. And as we come to the end of this journey, we'll be able to capitalize on what a fully deployed division can do and unlock some of the synergies as we mature with the tools that's offered to us. And I got to say that standardizing some of our business practices will be the catalyst for those future efficiencies in our supply chain as well as our administrative tasks. — COO Colizza Q4 2021. During the quarter, we recorded an impairment charge on intangible assets of $43 million after tax, related mostly to our ERP project called Harmony. As part of the continuous evaluation of our overall activities, we decided to pause the project and delay the rollout in the Canadian division for a minimum of 3 years. This will allow us to reallocate resources to support and execute on our growth initiative of our global strategic plan. — Q3 2022 Management Commentary."

Saputo Inc. · TSX:SAP Spruce Point Capital · p. 130
quote nominee bio

""A clear example of his character was demonstrated in 2005 during the Norfolk Southern Railway train derailment in Graniteville, SC...William was a valuable resource beyond measure during this time as he met with community leaders on the local, state, and national levels." — Lessie B. Price, Aiken City Councilmember; "I found that Commissioner Clyburn was always conscientious, paying great attention to detail and consistently applying the law for the protection of the public interest." — David M. Konschnik, Attorney and Consultant, former Director of the Office of Proceedings at the STB; "The nation's seven safest years in railroad history were due in great measure to the partnership between railroads, railroad unions, the FRA and the STB, where Commissioner Clyburn added greatly to the strength of our zero tolerance to any safety hazard efforts." — Hon. Jolene Molitoris, Former Federal Railroad Administrator; "William helped us endure the raw emotions and tragedy of the Graniteville crash by working with neighborhood residents, community leaders and businesses in a way that was respectful, caring and empathetic." — Chris Verenes, Chairman and CEO, Security Federal Bank."

quote nominee bio

"“...on balance we tip the scales in Starboard’s direction on the strength of one James Lawrence Gallogly. Having years of experience with Jim from the LALLF/LYB days and having a detailed 1x1 conversation with him back during the Trian/DD board nomination saga, we don’t doubt he would be a superior addition to the board. We further know Sandra Beach Lin from her CE days and also have a favorable opinion.” — Fermium Research, January 2022; “Investor questions have centered on one particular nominee, James Gallogly (nominated by Starboard). The primary reason why Mr. Gallogly has stood out to investors is as a result of his strong track record at LyondellBasell. Specifically, Mr. Gallogly joined LyondellBasell in 2009 shortly after the company filed for bankruptcy. Over the subsequent approximately five years, Mr. Gallogly engineered the transformation of LyondellBasell from a company in disarray to one that is now broadly considered to be a best-in-class operator of chemical assets world wide. Of note, the restructuring that took place at LyondellBasell was primarily focused on embedding a culture of cost efficiency and capital discipline.” — Morgan Stanley, January 2022"

Huntsman Corporation · HUN Starboard Value · p. 70
quote villain critique

"“At the end of the day, the device is a preservation machine. There are limitations in terms of the actual assessment of the heart on that device, that is not perfect. You watch it beat in the box. There are physiological reasons why it’s not the most robust test of organ quality and then lactate trends, not necessarily a marker that your organ is good or bad...there’s no way to assess it...the way your heart works and how we assess functionality is based on the ability to pump against resistance and load. And because you are in a solo, free-standing system with a TransMedics device, there is no resistance that it’s pumping against. If you resuscitate with NRP, which is normothermic regional perfusion, within the body of the donor, the resistance of that donor, blood vessels, etc., is put on the heart, and you can actually have a clear assessment of its functionality. That’s missing on the TransMedics’ device: true functional assessment of the organ. If it looks good on the machine, will it look good once you put it in and restart it and it’s not as strong?... There’s no alternative other than NRP, really.” — Transplant cardiologist at a major Ivy League academic center"

TransMedics Group Inc · TMDX Scorpion Capital · p. 296
quote villain critique

"“...your firm received approximately 4,014 complaints related to your Certified Cardiographic Technician (CCT) personnel operations from 05/02/2022 to 07/19/2024, including issues/ events related to CCT personnel misreading arrhythmia data and providing such misclassified data to end users for diagnosis purposes.” — FDA Form 483 dated 7/31/24 (San Francisco); “You also have not initiated any corrective and preventive actions to investigate the cause or identify the action(s) needed to correct and prevent recurrence of this quality problem...You have not evaluated the risk associated with your Certified Cardiographic Technician (CCT) personnel operations to ensure that your Zio AT, Zio XT, Zio Monitor, and Zeus System Software medical devices conform to defined user needs and intended uses.” — FDA Form 483 dated 7/31/24 (San Francisco); “you routinely do not report required information after becoming aware of events that allege your Zio AT, Zio XT, Zio Monitor, and Zeus System Software medical devices have malfunctioned and would be likely to cause or contribute to a death or serious injury, if the malfunction were to recur.” — FDA Form 483 dated 7/31/24 (San Francisco)"

iRhythm Technologies, Inc. · IRTC Spruce Point Capital · p. 41
quote ceo quote

""Just wanted to ask about the new product revenue numbers that you gave.... Within those cards you have a sense of how much of that is sort of incremental revenue versus how much of that is just cannibalizing or replacing existing product sales?" — Michael Matson – Needham & Company; "The biggest piece that probably falls into the gray area is Centrella... If I look at the rest of the product growth from where we are today going forward, most of it is nonreplacement new product growth. So of the ones on that slide that was in the LRP deck, Centrella is probably the only one that materially falls into the cannibalization bucket, if that helps." — John Greisch – President & CEO, Hill-Rom; "And I think John also mentioned in his opening comments, the new product momentum has been -- we're very pleased with that. $300 million this year. We exceeded our goal. If you recall, our original goal was about $200 million. So great performance in 2018, and now we're expecting $400 million in 2019. So not all of that is incremental. As you know, we're cannibalizing some of our products, but about half of it will be incremental." — Mary Kay Ladone – VP of Investor Relations, Hill-Rom"

Hill-Rom Holdings, Inc. · HRC Spruce Point Capital · p. 40
quote ceo quote

"“...on the monetization of Patch... I would just say when we started the product in general, we started it without monetization in mind....” — CEO Tim Armstrong, 8/4/10; “And I think over time basically the expectations on monetization should be, Patch is going to be an investment property over the next two years and I think coming out of the next two years, we'd expect to have more meaningful monetization in general.” — CEO Tim Armstrong, 11/3/10; “So as we continue to rollout [Patch] properties, we would expect the model behind it to have rolling profitability to these sites at some point without going into detail, when.... And the reason I'm not giving you transparency around Patch is because I don't want to and I think we – but you're going to have to trust me on this....” — CEO Tim Armstrong, 2/2/11; “...monetization is coming to Patch, so we've gotten a lot of questions on that. We are dead serious about it and we're going to make it happen.” — CEO Tim Armstrong, AOL Investor Day, 6/16/11; “... I am a rational investor in Patch.... I would hope the profitability of the Patch is rolling thunder that we see over time....” — CEO Tim Armstrong, UBS Conference 12/5/11"

AOL, Inc. · AOL Starboard Value · p. 32
quote villain critique

"“We are going to wait...we are going to wait...we have not met with their medical science liaison”; “as pediatric endocrinologists, we are familiar with the short-acting form of diazoxide...we have used that for quite some time...with congenital hyperinsulinism.... side effects that have been a concern...it mostly may present as a lymphedema versus congestive heart failure”; “hyperglycemia...we know that diazoxide causes it.”; “I’m not sure if they have field people...and help and explain...we are not going to reach out to our patient population”; “only one family came forward...not a big push...pretty quiet...some people were quite surprised within our division...it came actually as a surprise that this drug is in a trial...prior to FDA approval, there was not much noise about it.”; “how is that going to pan out if we get denial after denial after denial...so it doesn't consume too much of our time...if the internal medicine specialist says, sorry, it's too expensive of a drug, and I don't see really a benefit for that. I don't know...”; “it's a little bit unclear to us what's happening here”; “I don't know whom they are targeting and how....” — PWS endocrinologist #8"

Soleno Therapeutics · SLNO Scorpion Capital · p. 94
quote ceo quote

"Sure. Well, I think you need to kind of break it up a bit. I mean, firstly, look, we've had a great partnership with Monster, created tremendous value for Monster, for us, Coca-Cola and for the bottling partners. Clearly, in the case of the U.S., there's been -- what happens in every category when people create a category and there's 1 or 2 brands is people look for the white spaces and start to innovate and start to bring new news to the category. And that's what's happening in energy, particularly in the U.S. And so I think working with Monster that we will respond to the evolution or the way the consumer is looking at the category. ... But I think there's more to be done across the board, including in the Monster Energy portfolio, and we're working with them on that. And then I think internationally, there's robust growth in the energy category and making good progress around the world in different ways and different forms. So I think one has to kind of pull apart energy category and look at it kind of geographically to see that overall, it's still got some good growth, and there's different jobs to be done in different parts of the world. — Coke CEO, July 23, 2024"

Monster Beverage Corp. · MNST Spruce Point Capital · p. 59
quote other

"“…on balance we tip the scales in Starboard’s direction on the strength of one James Lawrence Gallogly. Having years of experience with Jim from the LALLF/LYB days and having a detailed 1x1 conversation with him back during the Trian/DD board nomination saga, we don’t doubt he would be a superior addition to the board. We further know Sandra Beach Lin from her CE days and also have a favorable opinion.” — Fermium Research, January 2022; “Investor questions have centered on one particular nominee, James Gallogly (nominated by Starboard). The primary reason why Mr. Gallogly has stood out to investors is as a result of his strong track record at LyondellBasell. Specifically, Mr. Gallogly joined LyondellBasell in 2009 shortly after the company filed for bankruptcy. Over the subsequent approximately five years, Mr. Gallogly engineered the transformation of LyondellBasell from a company in disarray to one that is now broadly considered to be a best-in-class operator of chemical assets world wide. Of note, the restructuring that took place at LyondellBasell was primarily focused on embedding a culture of cost efficiency and capital discipline.” — Morgan Stanley, January 2022"

Huntsman Corporation · HUN Starboard Value · p. 163
quote villain critique

"Sometimes the needle didn't actually properly mix your solution. Let me give you an actual example. Normally, you have your cell or your reagent solution in a 96 well plate. And there are needles that would pick it up from the 96 well plate. Sometimes the well plate is sitting for half an hour and cells in solution have settled down. You don't want that because then the needle doesn't go all the way to the bottom of the well plate because it would crush them. Previously, this was absolutely an error that no one could figure out, the high-dose needle, where it was going. Now, one error that shows up frequently is that the needle did not, at the proper speed, mix out the solution. They tried to count the cells, and they were like, no cells—the mixer didn't work—error one. Sometimes fastest way to fix the problem is do it manually, I'm using my pipette and I'm going to mix the solution because I want the cells to go on the chip and solve the problem. So, I manually mix it again, and then kind of manually make the instrument load itself again from the same well plate and then continue the process. This is an actual example that still at times comes up. — Amgen employee #1"

Berkeley Lights · BLI Scorpion Capital · p. 45
quote ceo quote

"I feel it probably is more revenue. And I'll kind of expand on that cost synergies happen way late in the game. Okay. At Stryker, they had this internal group called, it's kind of like PLCM group, like a project lifecycle kind of group. We would look at which products needed to be sunsetted, other synergies, reduction of plants. So one of the biggest challenges that Stryker requires is the footprint. With Wright, the amount of sites that were acquired, was intense and the cost associated with it. So there's a lot of redundancies and cost associated with, for example, Mobius was Shirley outside of Boston, Massachusetts, the rent was exorbitant. It was not a very optimal facility. It took almost 2 years to move it to Kalamazoo. Only more recently within the last few years, have they really been focusing on streamlining operations with respect to how many plants are open in sites, and consolidating those due to cost. So initially it's a revenue play, because divisions, aren't looking at it as a siloed kind of company within Stryker from the cost perspective, right. Corporate looks at cost, which then happens after an acquisition is done. — Former Stryker M&A Professional"

Stryker Corp. · SYK Spruce Point Capital · p. 55
quote peer gap

"In 2012, Aqua Pennsylvania adopted an income tax accounting method change, implemented on Essential Utilities' 2012 federal income tax return. This accounting method change allows a tax deduction for qualifying utility asset improvements that were formerly capitalized for tax purposes, and was implemented in response to a June 2012 rate order issued by the Pennsylvania Public Utility Commission.....On March 31, 2020, the Company changed the method of tax accounting for certain qualifying infrastructure investments at its Peoples Natural Gas subsidiary, its largest natural gas subsidiary in Pennsylvania. In March 2020 and June 2022, the Company completed the Peoples Gas Acquisition. In March 2020 and June 2022, the Company changed the method of tax accounting for certain qualifying infrastructure investments at its Peoples Natural Gas and Peoples Gas subsidiaries, respectively. In the fourth quarter of 2022, the Company made a similar change for its Aqua New Jersey subsidiary, beginning with the current tax year. This change allows a tax deduction for qualifying utility asset improvement costs that were formerly capitalized for tax purposes. — Essential Utilities 10-K"

Essential Utilities, Inc. · WTRG Spruce Point Capital · p. 66
quote ceo quote

"I don't think misleading. However, I think, certain divisions look like they perform better because they're grouped into certain segments. Spine is an example. Now they disclose and its separate. A while ago it wasn't. It was struggling and before actually was losing money and they thought K2M was gonna fix it. Because the goal of K2M was to acquire market share. There was significant overlap and redundancies between K2M and Stryker spine. But the idea was to do a pure spine play and acquire market share. But because of the redundancies and the cost and, and ironically, K2M became the surviving entity, and the headquarters moved to Leesburg. Pricing pressures were significantly hurting Stryker when I was there. Spine was probably experiencing high single digits. One maybe two percent is probably (company) average. There were so many competitors in spine with lower overhead cost that they could drive the price down. Hospitals want single source suppliers. Stryker doesn't leverage the fact that it can sell so many different types of products. Divisions don't communicate or work well together, they're very competitive with each other. — Former Stryker M&A Professional"

Stryker Corp. · SYK Spruce Point Capital · p. 37
quote ceo quote

""Going forward, the Kao Group will aim to be a company that can contribute to minimizing the period of illness" — President Hasebe, June 2021 Small Meeting with CEO; "We need a new engine for the future. With this in mind, we aim to enter the medical (treatment/diagnosis) field" — President Hasebe, Nikkei Business Interview, March 2022; "Kao has great technology and many interesting products, but management has yet to translate this expertise into strong revenue-generating products" — CLSA, February 20, 2024; "We want to be a company that is not compared to P&G or Unilever" — President Hasebe, Weekly Economist Interview, April 2021; "Kao conducts world-class enzyme research... I think enzyme-driven batteries will be useful in unexpected places" — President Hasebe, December 2021; "Another Kao is intended to strengthen three categories: Circular economy, digital and health care" — President Hasebe, June 2024 Small Meeting with CEO; "Mondrian was concerned that Kao risks losing focus on its core consumer goods business, which is under tremendous pressure related to raw material prices and increased competition" — Mondrian Investment Partners, Stewardship Report 2023."

Kao Corporation · 4452.JP Oasis Management · p. 29
quote villain critique

"So, this is the thing that is really a big question in my mind, because I don't really understand why — I haven't gotten a good answer, I don't feel like — why extended-release is necessary for this mechanism of action. And I feel cynically or realistically, that they're marketing an extended-release to get a different drug so they can get the patent. Why wouldn't I just be prescribing diazoxide? When I've asked other folks, they said diazoxide doesn't work. But in my mind, I'm just wondering if that's just they're bought and sold by the company to say that, to convince me not to prescribe diazoxide and prescribe Vykat. I feel like if I was to continue to have failure of getting this approved or other doctors would have failure getting this approved, I imagine that there would be more discussion around prescribing diazoxide liquid. And I'm just interested to see how that all plays out because I don't think that question has been answered to my satisfaction of exactly what you just asked me. Why aren't I just prescribing diazoxide? — Pediatric endocrinologist, leads one of the largest PWS clinics in US with 30-40 patients; 11 endocrinologists, major academic center"

Soleno Therapeutics · SLNO Scorpion Capital · p. 386
quote ceo quote

""Pershing Square's operating ratio targets for Canadian Pacific are unrealistic and lack credibility." — CP Proxy Circular, Mar. 22, 2012; "Pershing Square's stated OR target is both unrealistic and unachievable by 2015." — Former CP Chairman, Mar. 27, 2012; "If Canadian Pacific were to implement its short-term strategy, it would cause Norfolk Southern to lose substantial revenues from our service-sensitive customer base." — Norfolk Southern press release, Dec. 4, 2015; "The Norfolk Southern board remains confident that the continued execution of its strategic plan is superior to Canadian Pacific's grossly inadequate and high-risk proposal." — Norfolk Southern press release, Dec. 7, 2015; "The math around Ancora's short-term targets that were advertised to our investors ... only works with significant and immediate employee furloughs..." — Norfolk Southern press release, Mar. 20, 2024; "Our relationships with customers, employees, and regulators would be at great risk, and lead to the deterioration of shareholder value." — Norfolk Southern press release, Mar. 20, 2024; "We have a clear path for further progress..." — Norfolk Southern press release, Mar. 20, 2024."

quote villain critique

""I realized there was a large gap between the products we were developing, the products we were marketing and the products we were selling." — Former Lightspeed Employee #2; "So SEOshop, when it moved to the North American market for initial testing, it became very clear that the needs of North American retailers are very different than European retailers in the ecommerce space. There was a lot of work to integrate and adapt features to make sure it was ready for the North American merchants that they have. To be fully transparent, it was a rocky start." — Former Lightspeed Employee #2; "Regarding acquisitions, there were ones that once under the hood, I would say there was a lot more work than was estimated. In terms of actual functionality and meeting the needs of the market, there were expectations that were poorly set, meaning the delivery time to bring back to market was much longer and more difficult. They are very particular about what products are going to be brought to market. There have been ones that were completely stalled weeks before a launch because they were just not up to par with what the experience needed to be." — Former Lightspeed Employee #2"

Lightspeed Commerce, Inc. · LSPD Spruce Point Capital · p. 64
quote ceo quote

""I think Tempus will have its Nvidia moment, this moment where people are like, wait a minute, like how big could that be? I don't know if it's going to come in a year, or two, or three or four? I don't know. But, at some point it will be when these models start to get paid for and ordered at scale and we start generating large unforeseen amounts of revenue." — Eric Lefkofsky. "I use the Tesla example because I think it's really interesting. ... The technology wrapped around that Tesla was just demonstrably better than other EVs 5 or 10 years ago which led in large part to the growth. It's the same things with Tempus. We have a technological advantage over our competitors." — Eric Lefkofsky. "I think over time, these kind of models that make EKGs smarter, make genetic tests smarter, make blood tests smarter, make CAT scan smarter, these will become pervasive and 100s or 1,000s. They will be reimbursed and I suspect if Tempus is ever a really big company, like as big as Tesla, it's because we have lots of these models and they are routinely being reimbursed. Given what I saw a few weeks ago, I think that will happen, it's just a matter of time." — Eric Lefkofsky."

Tempus AI, Inc. · TEM Spruce Point Capital · p. 16
quote precedent table

"“We analyze proposals for the separation of Chair/CEO on a case-by-case basis taking into consideration numerous factors, including the appointment of and role played by a lead director, a company's performance, and the overall governance structure of the company.” — State Street. “The funds also support independent leadership in the boardroom. That may take the form of an independent chair or a lead independent director. Regardless of title, the role's responsibilities should be robust and clearly defined through company disclosure” — Vanguard. “In general, Fidelity believes that boards should have a process and criteria for selecting the board chair, and will oppose shareholder proposals calling for, or recommending the appointment of, a non-executive or independent chairperson. If, however, based on particular facts and circumstances, Fidelity believes that appointment of a non-executive or independent chairperson appears likely to further the interests of shareholders and promote effective oversight of management by the board of directors, Fidelity will consider voting to support a proposal for an independent chairperson under such circumstance” — Fidelity."

BlackRock, Inc. · BLK Bluebell Capital · p. 76
quote villain critique

""Actually, back when I was with the company, they could not get the operating temperatures down to let's say, 75-degrees Celsius." — Former employee; "The thing is, they could not have brought down the temperature because a lithium metal anode and a ceramic separator, both of them work best when elevated [to high temperatures]...That's definitely something that they could not have achieved...This claim of the battery being happy at even negative temperatures, that's a tall claim, especially when they're starting to use solid-state electrolytes. I don't believe that's possible." — Former employee; "I've been looking at the data. If you have their presentation that they gave out in front of you, I think it's slide number 21. They have this data out for carbon and silicon anode, that's for a conventional lithium-ion battery in the dotted line. And then they have different colors corresponding to 0°C, -10°C, and -20°C and -30°C as well. Purely from a materials perspective, because you have lithium metal, just a billet of lithium on the other side, which is going to be deposited - the numbers that they show, it just defeats common knowledge." — Former employee"

QuantumScape · QS Scorpion Capital · p. 83
quote villain critique

"Hatfield plans to offer a variety of pork products across our portfolio of bacon, marinated, and fresh pork items that meet the “Prop 12” and “Question 3” statutory requirements. Sows will be housed in pens that allow them to get up and turn around freely at all times, and have 24+ sq. ft. of usable floor space per sow. — Hatfield Website; Hormel Foods has assessed Proposition 12 and, while it is still awaiting final clarity on specific details and rules, the company is preparing to fully comply when the law goes into effect on January 1, 2022. The company’s Applegate portfolio of products already complies with Proposition 12. — Hormel Foods Statement, Oct. 6, 2020; As we look at Prop 12, yeah, it's about 4% of total production. That's not significant for us today. Tyson is currently aligning incentivizing suppliers where appropriate. We can do multiple programs simultaneously, including Prop 12. — Tyson Foods Q3 2021 Earnings Transcript, Aug. 9, 2021; Seaboard said it is converting some farms to comply with the law and expects to have pork for sale to California this year that complies with Proposition 12. — Reuters report on Seaboard Foods, Feb. 8, 2022"

quote precedent table

"We analyze proposals for the separation of Chair/CEO on a case-by-case basis taking into consideration numerous factors, including the appointment of and role played by a lead director, a company's performance, and the overall governance structure of the company. — State Street. The funds also support independent leadership in the boardroom. That may take the form of an independent chair or a lead independent director. Regardless of title, the role's responsibilities should be robust and clearly defined through company disclosure — Vanguard. In general, Fidelity believes that boards should have a process and criteria for selecting the board chair, and will oppose shareholder proposals calling for, or recommending the appointment of, a non-executive or independent chairperson. If, however, based on particular facts and circumstances, Fidelity believes that appointment of a non-executive or independent chairperson appears likely to further the interests of shareholders and promote effective oversight of management by the board of directors, Fidelity will consider voting to support a proposal for an independent chairperson under such circumstance — Fidelity."

BlackRock · BLK Bluebell Capital · p. 76
quote ceo quote

"As Steve said at Investor Day, we introduced a new transaction model for Flex, which gives Autodesk a more direct relationship with its customers and more closely integrates with its channel partners. We began testing the new transaction model across our product suite in Australia a couple of weeks ago. Assuming the launch proceeds as expected, in fiscal '25 and '26, we intend to transition our indirect business to the new transaction model in all our major markets globally. In the new transaction model, partners provide a quote to customers but the actual transaction happens directly between Autodesk and the customer... In the near term, the new transaction model results in a shift from contra revenue to operating costs that provide a tailwind to revenue growth, while being broadly neutral to operating profit and free cash flow dollars, and mechanically result in percent operating margins taking a step or 2 backwards. Over the long term, optimization enabled by this transition will provide a tailwind to revenue, operating income and free cash flow dollars, even after the cost of setting up our building platform. — Andrew Anagnost, CEO, November 21, 2023"

Autodesk, Inc. · ADSK Starboard Value · p. 5
quote ceo quote

""After more than 3 years of aggressively repositioning its asset base and slashing costs, we expect Amerada Hess will finally deliver..." — Lehman, May 1999; "We have done a lot of work the last two years to reshape our portfolio... It's starting to stabilize." — John Hess, October 2003; "Over the last five years our company has done a lot of work to reshape our portfolio... We're starting to deliver a consistent track record of performance." — John Hess, September 2006; "So about two years ago, we really started to push a more balanced approach between accessing unconventional... to balance the high impact exploration program.." — John Hess, November 2010; "We have done a lot of work over the last 10 years to restructure our own Company significantly..." — John Hess, July 2011; "...important change for Hess... This change essentially began in 2009 and should be largely complete in 2014." — John Hess, July 2012; "We would note that our current board is comprised of highly accomplished directors who deserve credit for initiating the multiyear transformation that started in 2010 and that continues today." — Jon Pepper, Hess spokesman, February 2013"

Hess Corporation · HES Elliott Management · p. 8
quote villain critique

"“...this is the thing that is really a big question in my mind, because I don't really understand why — I haven't gotten a good answer, I don't feel like — why extended-release is necessary for this mechanism of action. And I feel cynically or realistically, that they're marketing an extended-release to get a different drug so they can get the patent. Why wouldn't I just be prescribing diazoxide?” — Pediatric endocrinologist, leads one of the largest PWS clinics in US with 30-40 patients; 11 endocrinologists, major academic center. “Diazoxide I use regularly...I am familiar with diazoxide, and I have been using it for many years. I normally give 2-3 times a day, and there is a liquid preparation. There are capsules. Although the liquid preparation, which is more stable...I suppose the question — is it worth the difference? [...] it's probably just the diazoxide, where the extended release probably makes no difference at all [...] I'm not convinced whether it's the actual choline, the extended choline release that makes a big difference, or whether, is it really just the diazoxide?” — Trial investigator, endocrinologist, key opinion leader for PWS"

Soleno Therapeutics · SLNO Scorpion Capital · p. 216
quote nominee bio

""Allison brings a unique combination of skills to the boardroom, including extensive financial and analytical experience, a deep understanding of investor perspectives, and expertise in the transportation industry. She possesses strong instincts and a firm grasp of the levers that maximize shareholder value. Allison is a trusted advisor and a valuable partner to management." — Brad Jacobs, Managing Partner, Jacobs Private Equity, LLC – Apr. 4, 2024; "Allison's sector-specific experience proves invaluable on our board. While this can often lead to a board member encroaching into management's operational lane (because she knows the sector intimately), Allison does an incredible job providing helpful strategic direction and tactical insights that management can use for the betterment of the enterprise. As a board colleague, I can also attest to her ability to get along with fellow members, even when we don't all agree. Finally, I find Allison's role in shareholder outreach (offseason and during the proxy season) to be extremely helpful as we work to respond to our shareholders' feedback." — Johnny C. Taylor, President and CEO of SHRM – Apr. 5, 2024"

quote villain critique

""Some have stopped implanting stimulators because it's such a pain in the ass. 50% are initially denied and I get 70% covered. It's a lot of hassle to go through." — KOL, high volume implanter; "Reimbursement is horrible. It's financially not worth it. There's not much money in it. There's not much at all. And the equipment now has to be bought by a surgery center and there's hardly any profit in that. There's just no profit anymore. They took it all away, which is fine, I don't blame them. I really don't blame them. People abuse it" — KOL, high volume implanter; "The reimbursement sucks. Insurer rejections are the bane of my existence. Every year I spend more and more time on peer and peers. As we do more expensive stuff like stim, the insurers are raising the ante. Yes, I'm spending more energy on it. It's getting worse year over year. It's an expensive technology. Reimbursement pressure has gradually increased and slowly trailed the proliferation of stimulators. Right around the time that Nevro appeared. The stim market grew and insurers pushed back. Blue Cross, any of the blues, are all bad. They're the worst." — KOL, high volume implanter"

Nevro Corp. · NVRO Scorpion Capital · p. 201