Callouts & quotes from 53+ activist slides

""...with Starboard now nominating a slate of directors it has formally challenged HUN's board structure. These nominees are quite qualified in our view, and we think could be quite effective at aiding and improving the upstream, downstream, and financial footprint at the company...productivity should be a perpetual process, and additional oversight and guidance through its evolution could be helpful for a company that does not have a longstanding productivity culture." — BofA Securities, January 2022; "Mr. Gallogly carries high esteem for making money for Chemicals investors over the past 10+ years – As CEO of LyondellBasell (LYB), shares outperformed the S&P 500 by 382% and outperformed peer Dow Chemical by 357% from emerging out of bankruptcy in 2010 until Mr. Gallogly announced his retirement in late September 2014...We think he carries four main attributes that investors would welcome to the board of Huntsman (or any Chemical company for that matter): 1) operating acumen and focus on safety + cost, 2) a track record of prudent and shareholder-friendly capital discipline, 3) a reputation of being forthright and outspoken in his views, and 4) a track record of delivering on results." — Barclays, January 2022; "Importantly, we believe that Jim Gallogly stands out among the proposed Starboard nominees and the newly added board members with the potential to be especially impactful on investor confidence, and on the contribution that the refreshed board could make to the Company's bottom line and valuation. In our experience covering LyondellBasell when Mr. Gallogly was its CEO, his leadership was both evident in the Company's results and was rewarded by the equity market. We believe that a candidacy of Mr. Gallogly's caliber could greatly enhance the board, in particular in the areas of operational efficiency and cost control." — KeyBanc Capital Markets, January 2022"

""...with Starboard now nominating a slate of directors it has formally challenged HUN's board structure. These nominees are quite qualified in our view, and we think could be quite effective at aiding and improving the upstream, downstream, and financial footprint at the company...productivity should be a perpetual process, and additional oversight and guidance through its evolution could be helpful for a company that does not have a longstanding productivity culture." — BofA Securities, January 2022; "Mr. Gallogly carries high esteem for making money for Chemicals investors over the past 10+ years – As CEO of LyondellBasell (LYB), shares outperformed the S&P 500 by 382% and outperformed peer Dow Chemical by 357% from emerging out of bankruptcy in 2010 until Mr. Gallogly announced his retirement in late September 2014...We think he carries four main attributes that investors would welcome to the board of Huntsman (or any Chemical company for that matter): 1) operating acumen and focus on safety + cost, 2) a track record of prudent and shareholder-friendly capital discipline, 3) a reputation of being forthright and outspoken in his views, and 4) a track record of delivering on results." — Barclays, January 2022; "Importantly, we believe that Jim Gallogly stands out among the proposed Starboard nominees and the newly added board members with the potential to be especially impactful on investor confidence, and on the contribution that the refreshed board could make to the Company's bottom line and valuation. In our experience covering LyondellBasell when Mr. Gallogly was its CEO, his leadership was both evident in the Company's results and was rewarded by the equity market. We believe that a candidacy of Mr. Gallogly's caliber could greatly enhance the board, in particular in the areas of operational efficiency and cost control." — KeyBanc Capital Markets, January 2022"

""The data does not support the board's argument that the integrated strategy results in superior returns over the long-term..." — ISS; "In a campaign inextricably predicated on the notion that P66's asset mix is a favorable differentiator, the board's inability to draw what we consider to be a strong, straightforward throughline to shareholder value is a bust." — Glass Lewis; "Phillips 66's current conglomerate structure appears to be suboptimal for sustained financial growth." — Egan-Jones; "PSX has established a track record of providing selective and ambiguous disclosure that obfuscates results, makes it difficult to assess decisions, and creates impediments to evaluating performance." — ISS; "These issues stack on what we consider to be fairly disconcerting corporate governance considerations, including a dubious commitment to good faith engagement, a questionable and counterproductive realignment of key oversight roles and a late-stage candidate pivot which seems to call into question the board's prior candor. These issues should, in our view, be of significant concern to P66 investors." — Glass Lewis; "Currently, the Company has a combined Chairman and CEO leadership structure, a classified board, and over-tenured directors. A plethora of these problematic governance practices appear to be a driving force in the Company's underperformance." — Egan-Jones"

"Operating performance has been disappointing, particularly when considered alongside management's messaging...PSX has not been able to sustain improvements or contend with market volatility effectively. — ISS, May 12, 2025; In a campaign inextricably predicated on the notion that P66's asset mix is a favorable differentiator, the board's inability to draw what we consider to be a strong, straightforward throughline to shareholder value is a bust. — Glass Lewis, May 10, 2025; Phillips 66's current conglomerate structure appears to be suboptimal for sustained financial growth. We agree with [Elliott] that a strategic shift towards refocusing on its core assets, particularly within the refining segment, is necessary to drive improved performance and value creation. — Egan-Jones, May 1, 2025; PSX has established a track record of providing selective and ambiguous disclosure that obfuscates results, makes it difficult to assess decisions, and creates impediments to evaluating performance. — ISS, May 12, 2025; The board's [decision to combine the Chair and CEO roles] evidences a disconnect from shareholders, and undermines the argument about its commitment to ensuring strong corporate governance and board oversight. — ISS, May 12, 2025"

"“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."

"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."

"“They absolutely would take it because it represents - even if it's a wash financially, it gets your numbers up, particularly if you're not already a high-volume center. You get your numbers up. You will, in the eyes of your institution and of payors, take on enhanced status, at least for being viewed as a higher volume center and potentially can enhance your margins accordingly. In a way, this is kind of like a loss leader where you've got to do a bunch of these perfusion-supported cases so that you can put yourself in a position to compete for contracts so that you can get even more of the conventional risk cases that don't require perfusion. In a way, it's kind of like one way of getting the good stuff, so to speak, to take on larger numbers aided and abetted and improved by perfusion It's a really interesting calculus that's being practiced by these kinds of centers that want to get bigger.” — Transplant hepatologist in a leadership role at Harvard/Massachusetts General Hospital; key role in oversight of the liver transplant program"

""We have viewed our relationship with Philidor and our other specialty pharmacies as proprietary and as one of our competitive advantages" — Valeant Q3 2015 earnings presentation. October 19, 2015. "Philidor was not specifically mentioned in our disclosures because it had not been material to the consolidated financial statements." — Valeant investor conference call. October 26, 2015. "Ultimately we determined that the structured option acquisition with the oversight rights we negotiated provided the security we were looking for and preserved the flexibility to acquire in the future a new growth platform." — Valeant investor conference call. October 26, 2015. "The rationale to acquire the option was to keep Philidor focused on Valeant's business and to ensure continued strong customer service. The option also gave Valeant a level of contractual influence to benefit our business while providing an option on long-term ownership." — Valeant investor conference call. October 26, 2015."

""We are concerned that the accounting errors were either a function of pressure from the top, or a lack of oversight. If that is the case, and the audit committee does not do its job properly we end up with a company with weak leadership, likely to continue with poor or overly optimistic judgement. If, on the other hand, there is more to come and we see a change in leadership at PPG it could be a good thing, depending on who fills the role. It is no secret that PPG/Akzo deal broke down because of a dramatic clash of character between the Chairman of Akzo and the CEO of PPG – both sides blame each other. With the right change at PPG and with the Chairman of Akzo now gone, the deal (which makes a lot of strategic sense for both) may come back on the table. The issue would be finding a credible successor for Mr. McGarry...Reengagement with Akzo, coincident with a popular change in leadership might be very positive for PPG, but for now we remain negative." — Graham Copley-SSR, 5/13/18"

"“We have viewed our relationship with Philidor and our other specialty pharmacies as proprietary and as one of our competitive advantages” — Valeant Q3 2015 earnings presentation. “Philidor was not specifically mentioned in our disclosures because it had not been material to the consolidated financial statements.” — Valeant investor conference call. “Ultimately we determined that the structured option acquisition with the oversight rights we negotiated provided the security we were looking for and preserved the flexibility to acquire in the future a new growth platform.” — Valeant investor conference call. “The rationale to acquire the option was to keep Philidor focused on Valeant's business and to ensure continued strong customer service. The option also gave Valeant a level of contractual influence to benefit our business while providing an option on long-term ownership.” — Valeant investor conference call."

""The strong leadership of President and CEO Yoshihiro Hasebe, and with the appropriate oversight and advice from the current Outside Directors" — Kao Corporation. "What we want to hear from the Company is why we should expect the next step to be different." — Foreign Buyside Analyst. "How do I rate the strategic competence of management? I would give them a zero. Actually, can I give them a negative? They failed to deliver on guidance and the board made no change to management. It’s horrible." — Foreign Buyside Analyst. "My sense is none of the management team are really what you would call ‘professionals’… they should bring in specialist personnel with knowledge of global business" — Domestic Buyside Analyst. "The management team's abilities are extremely low… Global skills are practically non-existent." — Domestic Buyside Analyst."

""We will have much more to say about these goals and the initiatives necessary to achieve them when we release our full presentation to shareholders," continued Mr. Peltz. "But to be clear, Disney needs to again be the beacon of strategic clarity and exceptional execution it once was. No Disney shareholder should be content with the current strategic muddle or have to endure failed execution without accountability." — Nelson Peltz. "Nelson and I are not about strategic platitudes or soft goals. As Disney Board members, we would expect to help drive Disney's financial performance by working with other Board members to set demanding but realistic goals (to which executive compensation will be tied) and provide rigorous oversight to help ensure accountability for operational execution and capital allocation." — Jay Rasulo."

""[Dr.] Klaus Kleinfeld serves as both the CEO and chairman. The combined role is increasingly discouraged by investors believing instead that the separation of these roles provides more effective board oversight. As an enhanced safeguard, the company has individual designated Patricia Russo as the Lead Director. However, Ms. Russo is overboarded, serving as Lead Director of GM, chairman of Hewlett Packard Enterprise (HPE), and is a director at Merck & Co. This calls into question the time she has available to lead the independent directors. Another issue is the fact that Chairman and CEO [Dr.] Klaus-Christian Kleinfeld, who is also overboarded, serves on the board of HPE with Ms. Russo. This can make it difficult for the lead director to act independently." — MSCI ESG Research, Inc., December 19, 2016"

"“Our technology is complex, and we struggled to find a government consultant who could understand it well enough to be effective without us having to do all the work. Clark Street’s approach—combining deep technical, business, and government expertise in multidisciplinary teams—allowed them to get up to speed fast and bring real strategic insight without us needing to be in every meeting. They were able to craft and communicate a compelling strategy on our behalf, positioning us for substantial funding that has been transformative. Clark Street’s ability to understand and advocate for our technology independently, without our constant oversight, is exactly what we were looking for in a partner.” — Peter Chapman, CEO of IonQ"

"‘The BoD regularly reviews its leadership structure’: failure to correct confirms lack of independent oversight — BlackRock Board of Directors. ‘BlackRock has delivered industry-leading growth’: this is no longer the case since 2009, at least from a TSR perspective — BlackRock Board of Directors. ‘One-size-fits-all approach to board leadership may not suit each company’s circumstances’: our request is based on an in-depth analysis of BlackRock’s governance — BlackRock Board of Directors. ‘Independent oversight is carried out by the Board’: according to BlackRock’s BoD, even Ms. Susan Wagner, (BlackRock’s co-founder with Mr. Fink and Mr. Kapito) is independent — BlackRock Board of Directors."

"Currently, the Company has a combined Chairman and CEO leadership structure, a classified board, and over-tenured directors. A plethora of these problematic governance practices appear to be a driving force in the Company's underperformance. — Egan-Jones, May 1, 2025; These issues stack on what we consider to be fairly disconcerting corporate governance considerations, including a dubious commitment to good faith engagement, a questionable and counterproductive realignment of key oversight roles and a late-stage candidate pivot which seems to call into question the board's prior candor. These issues should, in our view, be of significant concern to P66 investors. — Glass Lewis, May 10, 2025"

"One of our team is reminded of a story about a dinner meeting of senior law firm partners from Asian offices and their direct superior, who was visiting from the US, that took place at the end of 2008. The Asia partners repeatedly mentioned they were worried about their abilities to generate business because of the financial crisis. After hearing this long enough, the US partner exploded in an expletive-filled tirade, pointing at one in turn while yelling near top volume "YOU do YOUR job! And YOU do YOUR job! YOU do YOUR job!!!" He then threw his napkin on the table and left. We think FMCN management would benefit from similar oversight. — Muddy Waters"

""We believe that having an independent chair is the preferred structure for board leadership. Having an independent chair avoids the inherent conflict of self-oversight and helps ensure robust debate and diversity of thought in the boardroom." — Wellington; "The roles of chair and CEO are substantially different, requiring distinctly different skills and experience. Therefore, LGIM expects the two roles to be separated." — Legal & General; "Harris has an existing guideline that states that we will normally vote in favor of proposals requiring the separation of the Chairman and Chief Executive Officer positions" — Harris Associates."

""We believe that having an independent chair is the preferred structure for board leadership. Having an independent chair avoids the inherent conflict of self-oversight and helps ensure robust debate and diversity of thought in the boardroom." — Wellington; "The roles of chair and CEO are substantially different, requiring distinctly different skills and experience. Therefore, LGIM expects the two roles to be separated." — Legal & General; "Harris has an existing guideline that states that we will normally vote in favor of proposals requiring the separation of the Chairman and Chief Executive Officer positions" — Harris Associates"

"I'm hesitant to describe this...I would say there is an investigator that I felt just behaved very strangely with regards to her patients and is very determined to get as many patients as possible into the study...I have doubts around her assessment of global improvement...very gung-ho in an almost non-biased way...I really mistrusted her, and it was very frustrating...I think other people found her exasperating for sure within the company...in terms of senior leadership, I think they felt their hands were bound...she was the primary, the most prolific enroller. — Ex-senior Soleno employee #2, oversight of clinical trial program"

"I looked at that data before they published it, and it was very dirty data. I don't know who runs a study like this where people aren't in-window and there's all these problems. Like, I kept seeing issues and I was like, how did you guys not have more oversight of one single investigator who's cutting corners and just doing stuff that generally is not okay? But, they had to go with the horse they rode in. And so that's what they did. And the Phase 2 trial was also pretty small, and, again, running just a few sites. — KOL in the PWS field; involved with Soleno's clinical program"

"Given the lack of change in management and lack of sustained growth, the board has not done a good job of oversight — Foreign Buyside Analyst; The board of directors is not independent... they are doing things in a half-hearted way — Domestic Sellside Analyst; CPG is a street fight at the shelf...How do you do that with a largely Japanese board that has nobody from marketing, nobody from E-Com, nobody from supply chain on there? — Foreign Buyside Analyst; Even the director with the most international experience is not from the consumer sector — Domestic Sellside analyst"

"“I recall from our PK data...I can't think of any reason why the substitution couldn't achieve the same result”; “there were definitely kids not able to swallow it...it is a very serious issue in these patients...the oral suspension would make more sense for delivery...if people start taking that approach...I can see most pediatric patients preferring that rout...there was definitely a discussion around it...there were giving to them in applesauce...to find a way to make it more palatable to swallow.” — Ex-senior Soleno employee #2, oversight of clinical trial program"

"The Audit Committee and the Board have determined that it would be in the best interests of the Company to make changes in the leadership for the oversight and control of its financial operations to correct the "tone at the top" and ensure it is consistent with the Board's commitment to maintaining strong corporate governance. The Company will enhance the accounting organization, both by adding personnel to that function and by increasing training for all members of the organization. — Mettler-Toledo (2004 10-Q disclosure)"

""Director Smith serves as CFO of the Company. We believe that the unique financial information and control over a company's finances that is typical for a CFO should place the CFO in the position of reporting to and not serving on the board. It is crucial for the board to be in the position of overseeing the Company's finances and its reporting. This oversight is likely to be more complicated and less rigorous when the CFO sits on the same board to which they report." — Glass Lewis 2017 Report"

"the Audit Committee and the Board have determined that it would be in the best interests of the Company to make changes in the leadership for the oversight and control of its financial operations to correct the "tone at the top" and ensure it is consistent with the Board's commitment to maintaining strong corporate governance. The Company will enhance the accounting organization, both by adding personnel to that function and by increasing training for all members of the organization."

"One factor that complicates discussions about valuations [...] the governance issues that arise from the situation [...] the company's largest customer is its largest shareholder, and the company lacks incentives to maximise profits. — UBS, April 26, 2022; A probe by an independent investigation panel revealed that Toyota Industries had cheated on certification tests [...] The string of revelations has raised questions about [...] oversight [...] — Nikkei Asia, January 29, 2024"

"“Shortly following my appointment to the board of Tessera in September 2013, Starboard served notice to Tessera desiring to replace a majority of the Board... Starboard has proven to be highly ethical and constructive in their approach to board oversight and governance and, without exception, has done whatever is best for the long-term interests of the company and its shareholders.” — Rick Hill, Chairman of Tessera Technologies and former CEO of Novellus Systems"

"“Shortly following my appointment to the board of Tessera in September 2013, Starboard served notice to Tessera desiring to replace a majority of the Board... Starboard has proven to be highly ethical and constructive in their approach to board oversight and governance and, without exception, has done whatever is best for the long-term interests of the company and its shareholders.” — Rick Hill, Chairman of Tessera Technologies and former CEO of Novellus Systems"

"“nothing short of outrageous” — Tom Cotton; “found a way to game the system.” — FDA oversight committee member; “Mr. Aronin refused to provide much of the information requested by congressional investigators” — WSJ; “declined to attend a November 2014 hearing organized by Messrs. Cummings and Sanders, citing travel outside the U.S...Mr. Aronin’s absence was noted with an empty chair and a placard with his name on it.” — WSJ"

""2024 was a pivotal year for Phillips 66, and I am proud of the accomplishments of the Board and management team. With active Board oversight, Phillips 66 executed well on an ambitious set of strategic priorities, substantially improving its competitiveness and positioning the Company well to deliver on its initiatives through 2027..." — Phillips 66 Lead Independent Director Glenn Tilton, Fourth-Quarter Results, 1/31/25"

"2024 was a pivotal year for Phillips 66, and I am proud of the accomplishments of the Board and management team. With active Board oversight, Phillips 66 executed well on an ambitious set of strategic priorities, substantially improving its competitiveness and positioning the Company well to deliver on its initiatives through 2027... — Phillips 66 Lead Independent Director Glenn Tilton, Fourth-Quarter Results, 1/31/25"

"I would say, you know, do you want more of the same or do you want to sustainably re-rate this company? Is this company and is the stock price over the long-term going to be higher or lower with our nominees in that boardroom, instilling accountability, engaging in the necessary oversight? Are you going to make more money with those nominees or less? — John"

"“If we want investors to believe in the Phillips 66 story and have confidence in the Company as a best-in-class operator – this confidence starts with the Board and Management setting and meeting clear performance objectives. Investors are fed up with the lack of accountability and oversight from the current Board and Management.” — Stacy Nieuwoudt"

"Hess is unmistakably materially undervalued, with oversight and discipline lacking. But at the end of the day, everyone wants to see Hess succeed. I believe my background and experiences have particular relevance to the difficulties at Hess and believe I can make a substantial contribution to unlocking the upside potential at Hess. — David McManus"

"If we want investors to believe in the Phillips 66 story and have confidence in the Company as a best-in-class operator – this confidence starts with the Board and Management setting and meeting clear performance objectives. Investors are fed up with the lack of accountability and oversight from the current Board and Management. — Stacy Nieuwoudt"

"“We believe that an effective and well-functioning board that has appropriate governance structures to facilitate oversight of a company's management and strategic initiatives is critical to the long-term financial success of a company and the protection of shareholders' economic interests” — BlackRock Proxy Voting Guidelines for US securities"

"We believe that an effective and well-functioning board that has appropriate governance structures to facilitate oversight of a company's management and strategic initiatives is critical to the long-term financial success of a company and the protection of shareholders' economic interests — BlackRock Proxy Voting Guidelines for US securities"

"“The lead independent director facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning” — BlackRock Investment Stewardship, Proxy voting guidelines for U.S. securities Effective as of January 2024"

""The lead independent director facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning" — BlackRock Investment Stewardship, Proxy voting guidelines for U.S. securities Effective as of January 2024"

"The Committee is responsible for “periodically reviewing and advising the Board on the Company’s strategic direction and investment in research and development and technology (“R&D”). Such oversight shall include key aspects of internal and external investments.” — Charter for the Science and Technology Committee"

"“The key role of a board member is to appoint management, to set, together with management, a clear strategy with defined goals and metrics, and to hold management accountable for effecting that strategy. The oversight role of the board is critical.” — Rodney Chase"

"“No, it’s being planned out now. We haven’t yet had the first oversight committee meeting. That’ll be happening in the spring...I think, so we’re in this buildup phase. So, no, it’s not yet a thing where people can show up and do work” — UMD Professor"

"“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)"

""The Box Board remains unified in its ongoing commitment to acting in the best interests of all stockholders, and to ensuring Box benefits from world-class corporate governance and oversight." — Box Press Release, May 17, 2021"

"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)"

"“Alleged unethical behavior is not new in the Bolloré empire; revealing structural mismanagement of such risks, further magnified by lack of effective board oversight.” — MSCI ESG Research LLC, June 21, 2018"

"Party B accepts Party A's oversight and monitoring, and moreover shall follow Party A's regulations with regards reports to the parents about Party A's monitoring of the phone and website."

"The steady progress of K27 can largely be attributed to the contribution of oversight and advice made by the current Outside Directors. — Kao's Claim"

"‘The BoD regularly reviews its leadership structure’: failure to correct confirms lack of independent oversight — BlackRock Board of Directors"

"EXCLUSIVE: Rep. Gosar Accuses TransMedics Of Holding Lifesaving Medical Devices ‘Hostage’ — Vows Oversight — Daily Caller"

"Kao claim that the skill profiles incumbent on the board are “best suited for the continued oversight of Kao’s strategy”"

"“members of [the compensation] committee should be held accountable for this lack of oversight” — Glass Lewis"