Callouts & quotes from 25+ activist slides

"Several new charter and bylaw provisions were implemented at the time of the company's IPO on Jan. 23, 2015, which fall short of what many investors would consider best governance practice. These provisions include a vote requirement of 80 percent of the outstanding shares to amend certain provisions of the charter and/or bylaws; a classified board structure; no special meeting right; and no right to act by written consent... In this case, the company first disclosed the amendments to the charter and bylaws it intended to put in place at the IPO in a draft registration/Form S-1A statement filed on Jan. 6, 2015 (less than one month before the IPO). — ISS 2016 Report; The Company's governance structure includes several provisions that significantly limit the rights of outside Class A shareholders... The combined effect of these provisions will be to severely limit the ability of shareholders to effect change at the Company or to realize a takeover premium....As the board has not provided its public shareholders with an ability to ratify any portion of this troubling governance structure, we recommend that the Class A holders signal their disapproval of these excessive restraints by abstaining from the lone member of the governance committee currently standing for election, Ms. Evan. — Glass Lewis 2015 Report"

""For liver, some of our missions last up to 40 hours - probably like 28 or 30 hours on OCS. Because the doctors are so comfortable with the machine now, they are not in a rush. While they're sleeping and getting their beauty sleep, our clinical specialist is sitting right next to the machine with the organ. so, it's kind of weird. So, on some of these missions, our clinical specialists are gone up to 40 hours long because there's no rush for procurement." — Ex-employee at Transmedics; "Once you get past about 12 to 15 hours, you're pushing it. Those machine devices are in the pivotal trials, you look at that, and they were in the 6 to 8 to 10-hour range. So, if you get past the 50% increase, you're up to 15 hours; I think you might say that's excessive. And I've seen people push it to in the 20-hour range. I don't know what the outcomes are, so it'll be up to somebody to do a deep dive analysis about the outcomes. And that's a problem; it's very hard to get the data out of the current system because they're not collecting it." — One of the top liver transplant surgeons in the world, based at a leading Midwest academic center"

"The revised performance goals were set at aggressive levels that reflected our realistic expectations at the height of the COVID-19 pandemic. Achievement levels between threshold and target result in payouts from 0% to 100% of target awards. Achievement levels between target and maximum result in payouts from 100% to 200% of target awards. If we achieve corporate adjusted EBITDA of less than 85% of target, the payout for all other components may be capped at target. If corporate adjusted EBITDA is less than 75% of target, the threshold goal, then payment of any other component of the award would be at the discretion of our CEO and the Compensation Committee. The Compensation Committee believes that requiring a minimum adjusted EBITDA threshold be met to receive any payment with respect to the annual cash performance awards both aligns executives' interests with those of stockholders and prevents excessive annual cash performance award payments in times when our financial performance fails to meet our expectations. — Board's Annual Cash Bonus Compensation Philosophy (2021 Proxy Statement)"

"There is just something that is off about the place... Unethical is also a word I'd used to describe the actions here. — Full Time Employee on Glassdoor; Our finance team barely exists at this point. They [the co-founders] are distrustful of almost everybody. — Anonymous Employee on Glassdoor; It's a culture of fear... — Sales on Glassdoor; With my insight into leadership, it's easy to see rampant favoritism, unethical behavior and excessive micromanaging starting at the top with founders. — Former Manager on Glassdoor; Extremely inexperienced leadership. Lack of transparency. Lots of fear based practices. — Anonymous Employee on Glassdoor; Understand that the founders will stop at nothing to succeed and that means lying to press, vendors, employees and glassdoor. — Teams Sales Manager on Glassdoor; I would say, like for numbers, the general respect for the truth was low. I would say that if there is a number where there's an opportunity to kind of be aggressive with something, they probably will be. — Former Executive Interviewed by Spruce Point"

"The revised performance goals were set at aggressive levels that reflected our realistic expectations at the height of the COVID-19 pandemic. Achievement levels between threshold and target result in payouts from 100% to 200% of target awards. If we achieve corporate adjusted EBITDA of less than 85% of target, the payout for all other components may be capped at target. If corporate adjusted EBITDA is less than 75% of target, the threshold goal, then payment of any other component of the award would be at the discretion of our CEO and the Compensation Committee. The Compensation Committee believes that requiring a minimum adjusted EBITDA threshold be met to receive any payment with respect to the annual cash performance awards both aligns executives' interests with those of stockholders and prevents excessive annual cash performance award payments in times when our financial performance fails to meet our expectations. — 2021 Proxy Statement"

"“...operating priority is simply execution...I use data to drive decisions, I set clear targets...I set the competitive benchmarks and I continuously raise the bar.” — May 2, 2013 Investor Day said by Ellen Kullman; “Relative to our five year, long-term rolling growth targets (7% rev growth, 12% earnings growth)..., we believe these goals are both appropriate and achievable. We fully endorse management’s plan to achieve them and are encouraged by progress against them.” — Letter to Trian from Alexander Cutler, DuPont’s Lead Director dated March 5, 2014; “Returning capital to shareholders has always been a priority at DuPont” — March 23, 2015 Letter from Alexander Cutler; “Trian...nominated...its own director candidates...to advance Trian’s high risk agenda to break up and add excessive debt to the Company” — March 23, 2015 Letter from Alexander Cutler."

"[I]t is unusual for an executive chairman to be compensated at a significantly higher level than the company's CEO and the proxy does not provide a compelling reason for this arrangement... The proxy does not adequately explain why investors should bear the costs for him to remain the most highly compensated NEO even when his apparent role and responsibilities within the company are reduced. — Institutional Shareholder Services – 2021 Disney Report; [W]hile we acknowledge the need to retain critical leadership in anticipation of such a significant merger, the magnitude of the special equity grant ($100 million) is excessive. — Institutional Shareholder Services – 2018 Disney Report"

"“I've got about, at this point, narcolepsy patients past and present are getting up to about—it came closer to 50-something patients. And the big issue, obviously, is the excessive daytime sleepiness in patients where it's interfering with normal activities and work, things like that. So, you had, Wakix was something that sounded very interesting because the consensus was that this wasn't something that would be addictive or patients wouldn't become dependent on it.” — Neurologist at a large hospital system in a Midwest state"

"“diazoxide I use regularly...is it worth the difference...it’s probably just the diazoxide, where the extended release probably makes no difference at all...half to $1 million is a bit excessive for something you could do for a year, for $1,000 at most...I’m not convinced it’s the actual choline, the extended release that makes a big difference”; “absolutely outrageous...my concern is certainly, is this cost-effective...very expensive for a drug that isn’t that novel...it’s hard to justify.” — Trial investigator #7"

"“the speakers that you’re talking about...they’re doing to give it to excessive daytime sleepiness patients because you can find a lot of those, and it’s an unclear diagnosis, and you can put them on it.” — Neurologist in New York with 70-80 narcolepsy patients. “I don’t know why there are 30 or 40 narcolepsy patients...in Flint, Michigan...no idea why...but she’s doing it, and she’s making a crap ton of money doing it.” — Ex-Harmony territory manager for several states in the Northeast"

"“The substantial payments to Bob Iger in connection with his contract extension and the upcoming 21st Century Fox merger are concerning... [T]he magnitude of the special equity grant ($100 million) is excessive... Even in the face of retention concerns, awards of this size should be tied to very challenging performance conditions, or at least require relative outperformance for full vesting...” — Institutional Shareholder Services, 2018 Disney Report"

"The substantial payments to Bob Iger in connection with his contract extension and the upcoming 21st Century Fox merger are concerning... [T]he magnitude of the special equity grant ($100 million) is excessive... Even in the face of retention concerns, awards of this size should be tied to very challenging performance conditions, or at least require relative outperformance for full vesting... — Institutional Shareholder Services, 2018 Disney Report"

"“Diazoxide I use regularly, and I use it in babies... is it worth the difference? Obviously, when we participated in the trial, we weren't aware of the costs and so on... it's probably just the diazoxide, where the extended release probably makes no difference at all... half to $1 million is a bit excessive for something that you could do for a year, for $1,000 at most.” — Trial investigator, endocrinologist, key opinion leader for PWS"

""[The] biggest opportunity is to find a way to go to market and deliver your product in a 2017 manner vs. a 1987 manner... I don't think you need as many people as you do." — Former VP Business Transformation; "[An] excessive percent of headcount is necessary to help them differentiate on service; competitive products [are] designed for self-sufficiency." — Former VP Business Transformation"

"Our child has a new endo and while speaking with them I got into the topic of vykat and if they've prescribed it. They stated they had patients (I'm assuming in the trial?) that were shaving their foreheads from the excessive hair growth. Was this reported at all? I understand hirsutism is a side effect but was it on random body parts? — Anonymous member, Prader-Willi Support Facebook group"

"urges the Company to set and disclose individual caps on its short-term incentive plan so as to assure shareholders that executive pay will always be constrained by stated limits. — Glass Lewis; runs contrary to best practices and shareholder interests, as management may receive excessive compensation that is not strictly tied to Company Performance. — Glass Lewis"

"Harmony 1 trial paper, published 2013 in The Lancet – pitolisant was inferior to modafinil on the primary endpoint of excessive daytime sleepiness as measured by Epworth Sleepiness Scale; final ESS score in pitolisant arm still indicates excessive sleepiness; also inferior on cataplexy reduction — The Lancet"

"limiting director tenure allows new directors to the board to bring fresh perspectives. A tenure of more than nine years is considered to potentially compromise a director's independence and as such QuickScore will consider tenure > 9 years excessive. — Institutional Shareholder Services Inc."

"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. — ISS Guidelines"

"“serves on an excessive number of public company boards, which we believe raises substantial concerns about the director's ability to exercise sufficient oversight on this board” — BlackRock (in their voting rationale for Item 5.9)"

""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." — Industry Expert"

"serves on an excessive number of public company boards, which we believe raises substantial concerns about the director's ability to exercise sufficient oversight on this board — BlackRock (in proxy voting disclosure)"

"“I couldn't count how many of those referrals were [off-label] excessive sleepiness. I couldn't count them. And everyone knew. Everyone knew that.” — Ex-field reimbursement manager working with Harmony"

"WAKIX is a histamine-3 (H3) receptor antagonist/inverse agonist indicated for the treatment of excessive daytime sleepiness (EDS) or cataplexy in adult patients with narcolepsy (1) — Wakix label"

"We are rebuilding and increasing inventories in an effort to reduce the excessive cost of trucking long distances to satisfy demand. — Co-CEO Sacks, Feb 2022"