Contrarian Corpus
Phrase library

Callouts & quotes from 1,012+ activist slides

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

Showing 1–60 of 1,012 matching "director"
quote villain critique

""Why should it cost $70,000-80,000 for disposables? The disposables are essentially plastic tubings and plastic containers and cartridges, and that's more than the cost of a brand-new luxury car that you're paying for a set of things that you throw in the garbage, essentially. It is, no question, overpriced...there's lots of precedence for this sort of stuff happening in the healthcare industry...you have all these other devices that are coming in, and the price will go down...on top of which...there's no question NRP is picking up." — Transplant surgeon and transplant program director at a leading Northeast academic center; "I don't think there's any magic to TransMedics per se. It's got cute bells and whistles; it travels. Let's face it: there's no secret sauce in this. Perfusion is in many ways perfusion and, in this case, normothermic perfusion is normothermic perfusion. It would be very hard to ascribe a special quality to one modality necessarily over another. If you can get that with one device comparably to another and logistically it's less challenging and certainly a whole lot less costly, then you go that way, there's no question. So, I think there will be a low threshold to jump over." — Transplant hepatologist in a leadership role at Harvard/Massachusetts General Hospital; "The problem with the marketing is that they've expanded use which doesn't need to be expanded. In other words, they're talking about an $8 billion industry. That means that every organ would be pumped on the machine at $100,000; it's ridiculous. You're replacing a very cheap technology that costs a few thousand dollars with one that costs $100,000...one thing that you can take away from all of these studies also is that the patient and graft survival are no different between the cold storage and machine perfusion..." — One of the top liver transplant surgeons in the world, based at a leading academic center"

TransMedics Group Inc · TMDX Scorpion Capital · p. 24
quote ceo quote

""...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"

Huntsman Corporation · HUN Starboard Value · p. 69
quote nominee bio

""...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"

Huntsman Corporation · HUN Starboard Value · p. 162
quote other

""We understand from reading their proxy statement that any continuing agreement between Elliott and their nominees will be purely executory and such nominees will not owe any duty or allegiance to Elliott. Moreover, we find that the compensation provided by Elliott to their nominees is consistent and comparable to that of the company's continuing directors; specifically, continuing directors have similar upside potential on historical share grants received during their tenure as directors. We believe Elliott's nominees and your continuing directors are all compensated in a manner consistent with their fiduciary duties to all the shareholders." — David H. Batchelder, Hess shareholder, Relational Investors LLC; "Hess has portrayed these bonuses as somehow objectionable...it is difficult to see the merit in management's arguments. The bonuses seem surgically tailored to tie the payoff to Hess's stock price performance compared to competitors. That is intended to align the interests of those directors with those of the company's shareholders. Elliott makes the promise at the outset and then has no role to play afterwards, other than to pay up if milestones are met. No one is beholden to Elliott and the independence of those directors is not compromised." — Lawrence A. Cunningham, Professor, George Washington University Law School; "The Elliott approach makes sense for Hess shareholders. It's a straightforward and objective incentive plan that clearly connects the interests of independent nominees with the interests of shareholders over the medium and long term. This kind of approach lends itself to allowing these nominees, if elected, to focus on independent decision-making and fulfilling their fiduciary obligations on behalf of shareholders." — Randall Thomas, Professor, Vanderbilt Law School"

Hess Corporation · HES Elliott Management · p. 149
quote precedent table

""The company is at a key inflection point and we cannot afford to let the Board and management be diverted from our progress and plan by creating a dysfunctional and destabilizing environment." — Heinz, June 2006; "Trian has chosen this path [a proxy contest] with the potential to disrupt our Company at a key stage of execution against our plan" — DuPont Press Release, Jan 2015; "[P&G] is in the best position to continue building a better Company without adding Mr. Peltz to the Board...Now is the time to focus on accelerating results, and prevent anything from derailing the work that is delivering improvement." — David Taylor, P&G CEO August 1, 2017; "I said to another CEO...who had called me and inquired about Nelson, that if I were to form the board today, Nelson would be one of the first Directors I'd ask to serve because he is an insightful, communicative, enthusiastic, energetic and available Director." — Bill Johnson, Heinz CEO, March 2008; "I have the highest regard for Nelson Peltz and Ed Garden. Since becoming CEO of DuPont, I have talked many times with the Trian team and appreciate their insights on strategy and operations, as well as the collaborative and productive manner in which they have engaged with us." — Ed Breen, DuPont CEO, July 2017; "From day one, Nelson has been a focused, collaborative member of P&G's Board. Working in concert, Nelson and the Board have constructively provided perspective and expertise to help me and P&G's senior leaders navigate a challenging external environment and maintain long-term competitive advantage for the benefit of many stakeholders. I'm grateful for his service and the collaborative partnership we've developed over the past few years..." — David Taylor, P&G CEO, Aug 2021"

The Walt Disney Company · DIS Trian Partners · p. 12
quote other

"I think the world of the Phillips 66 refining employees, and I would love the opportunity to become a part of Phillips 66 again in a board role... — Brian Coffman, former CEO, Motiva, Elliott nominee for Phillips 66's board, April 8, 2025; This is a company that has good people, has a rich history, and great assets that don't necessarily belong together. — Sig Cornelius, former ConocoPhillips CFO, Elliott nominee for Phillips 66's board, April 22, 2025; Phillips 66 is a wonderful company with fantastic assets. And if we can change the corporate structure and unlock value, then I think that actually frees up every operation as a pure play... — Stacy Nieuwoudt, former energy and industrials analyst, Citadel, Elliott nominee for Phillips 66's board, April 15, 2025; They've got some of the best people that have been handcuffed and not allowed to succeed. — Mike Heim, co-founder of Targa Resources, Elliott nominee for Phillips 66's board, April 30, 2025; So, you've just got to give them the opportunity to spread their wings, go back out and repair a decade of damage or two decades of damage...and start to build the company again. — Mike Heim, co-founder of Targa Resources, Elliott nominee for Phillips 66's board, April 30, 2025; ...There is a pent-up frustration, but also pent-up creativity and excitement of the employee base [at companies like Phillips 66] that is just waiting to be unleashed. — John Pike, Elliott partner, head of global energy practice, May 15, 2025; We want to see this business [Phillips 66] thrive, and it would be our expectation that your career, your wealth, your sense of satisfaction at work would also thrive alongside of that. — Geoff Sorbello, Elliott's managing director of engagement, May 15, 2025"

Phillips 66 · PSX Elliott Management · p. 20
quote precedent table

""The company is at a key inflection point and we cannot afford to let the Board and management be diverted from our progress and plan by creating a dysfunctional and destabilizing environment." — Heinz, Jun 2006. "I said to another CEO...who had called me and inquired about Nelson, that if I were to form the board today, Nelson would be one of the first Directors I’d ask to serve because he is an insightful, communicative, enthusiastic, energetic and available Director." — Bill Johnson, Heinz CEO, Mar 2008. "Trian has chosen this path [a proxy contest] with the potential to disrupt our Company at a key stage of execution against our plan" — DuPont Press Release, Jan 2015. "I have the highest regard for Nelson Peltz... Since becoming CEO of DuPont, I have talked many times with the Trian team and appreciate their insights on strategy and operations, as well as the collaborative and productive manner in which they have engaged with us." — Ed Breen, DuPont CEO, July 2017. "[P&G] is in the best position to continue building a better Company without adding Mr. Peltz to the Board...Now is the time to focus on accelerating results, and prevent anything from derailing the work that is delivering improvement." — David Taylor, P&G CEO, Aug 2017. "From day one, Nelson has been a focused, collaborative member of P&G's Board. Working in concert, Nelson and the Board have constructively provided perspective and expertise to help me and P&G's senior leaders navigate a challenging external environment and maintain long-term competitive advantage for the benefit of many stakeholders. I'm grateful for his service and the collaborative partnership we've developed over the past few years..." — David Taylor, P&G CEO, Aug 2021."

The Walt Disney Company · DIS Trian Partners · p. 3
quote before after

""The company is at a key inflection point and we cannot afford to let the Board and management be diverted from our progress and plan by creating a dysfunctional and destabilizing environment." — Heinz, Jun 2006; "Trian has chosen this path [a proxy contest] with the potential to disrupt our Company at a key stage of execution against our plan" — DuPont Press Release, Jan 2015; "[P&G] is in the best position to continue building a better Company without adding Mr. Peltz to the Board...Now is the time to focus on accelerating results, and prevent anything from derailing the work that is delivering improvement." — David Taylor, P&G CEO, Aug 2017; "I said to another CEO...who had called me and inquired about Nelson, that if I were to form the board today, Nelson would be one of the first Directors I'd ask to serve because he is an insightful, communicative, enthusiastic, energetic and available Director." — Bill Johnson, Heinz CEO, Mar 2008; "I have the highest regard for Nelson Peltz... Since becoming CEO of DuPont, I have talked many times with the Trian team and appreciate their insights on strategy and operations, as well as the collaborative and productive manner in which they have engaged with us." — Ed Breen, DuPont CEO, July 2017; "From day one, Nelson has been a focused, collaborative member of P&G's Board. Working in concert, Nelson and the Board have constructively provided perspective and expertise to help me and P&G's senior leaders navigate a challenging external environment and maintain long-term competitive advantage for the benefit of many stakeholders. I'm grateful for his service and the collaborative partnership we've developed over the past few years..." — David Taylor, P&G CEO, Aug 2021"

The Walt Disney Company · DIS Trian Partners · p. 27
quote precedent table

""The company is at a key inflection point and we cannot afford to let the Board and management be diverted from our progress and plan by creating a dysfunctional and destabilizing environment." — Heinz, Jun 2006; "Trian has chosen this path [a proxy contest] with the potential to disrupt our Company at a key stage of execution against our plan" — DuPont Press Release, Jan 2015; "[P&G] is in the best position to continue building a better Company without adding Mr. Peltz to the Board...Now is the time to focus on accelerating results, and prevent anything from derailing the work that is delivering improvement." — David Taylor, P&G CEO, Aug 2017; "I said to another CEO...who had called me and inquired about Nelson, that if I were to form the board today, Nelson would be one of the first Directors I'd ask to serve because he is an insightful, communicative, enthusiastic, energetic and available Director." — Bill Johnson, Heinz CEO, Mar 2008; "I have the highest regard for Nelson Peltz... Since becoming CEO of DuPont, I have talked many times with the Trian team and appreciate their insights on strategy and operations, as well as the collaborative and productive manner in which they have engaged with us." — Ed Breen, DuPont CEO, July 2017; "From day one, Nelson has been a focused, collaborative member of P&G’s Board. Working in concert, Nelson and the Board have constructively provided perspective and expertise to help me and P&G’s senior leaders navigate a challenging external environment and maintain long-term competitive advantage for the benefit of many stakeholders. I’m grateful for his service and the collaborative partnership we’ve developed over the past few years..." — David Taylor, P&G CEO, Aug 2021"

The Walt Disney Company · DIS Trian Partners · p. 27
quote nominee bio

""I said to another CEO... who had called me and inquired about Nelson, that if I were to form the board today, Nelson would be one of the first Directors I’d ask to serve because he is an insightful, communicative, enthusiastic, energetic and available Director." — Bill Johnson, Heinz CEO from 1998 - 2013; "During his time at Disney, Rasulo was known for his blunt, forthright leadership style. He rose in prominence as CFO just as Disney was becoming more reliant on building out franchises like the animated 'Frozen' series and plugging them into Disney’s famous 'flywheel.'" — The Wall Street Journal, December 2023; "Nelson is a highly experienced and collaborative Board member who recognizes Unilever’s strengths and has a strong desire to help the company unlock its full potential." — Hein Schumacher, Unilever CEO from 2023 - Present; "Jay was always a maniac about excellence... [He] was an activator and a motivator." — Regynald Washington, former VP for Disney Parks and Resorts; "I thought that [Nelson Peltz] was a major contributor to our board...he comes up with ideas and he tries to challenge the CEO, but I always welcome his ideas, and I enjoyed a very good working relationship with him." — Dirk Van de Put, Mondelēz Chairman and CEO from 2017 - Present; "Trian's nomination of Jay Rasulo for 1 of 2 board seats (along with Peltz) killed two birds with one stone. As former CFO (predecessor to McCarthy), Rasulo is highly credible regarding Trian's 2 primary complaints - that Disney lacks efficiency, and that the Board lacks important expertise." — Wolfe Research Analyst, December 2023"

The Walt Disney Company · DIS Trian Partners · p. 87
quote nominee bio

""I said to another CEO... who had called me and inquired about Nelson, that if I were to form the board today, Nelson would be one of the first Directors I’d ask to serve because he is an insightful, communicative, enthusiastic, energetic and available Director." — Bill Johnson, Heinz CEO from 1998 - 2013; "During his time at Disney, Rasulo was known for his blunt, forthright leadership style. He rose in prominence as CFO just as Disney was becoming more reliant on building out franchises like the animated 'Frozen' series and plugging them into Disney’s famous 'flywheel.'" — The Wall Street Journal, December 2023; "Nelson is a highly experienced and collaborative Board member who recognizes Unilever’s strengths and has a strong desire to help the company unlock its full potential." — Hein Schumacher, Unilever CEO from 2023 - Present; "Jay was always a maniac about excellence... [He] was an activator and a motivator." — Regynald Washington, former VP for Disney Parks and Resorts; "I thought that [Nelson Peltz] was a major contributor to our board...he comes up with ideas and he tries to challenge the CEO, but I always welcome his ideas, and I enjoyed a very good working relationship with him." — Dirk Van de Put, Mondelēz Chairman and CEO from 2017 - Present; "Trian's nomination of Jay Rasulo for 1 of 2 board seats (along with Peltz) killed two birds with one stone. As former CFO (predecessor to McCarthy), Rasulo is highly credible regarding Trian's 2 primary complaints - that Disney lacks efficiency, and that the Board lacks important expertise." — Wolfe Research Analyst, December 2023"

The Walt Disney Company · DIS Trian Partners · p. 87
quote precedent table

""This process will unlock the tremendous value of our real estate portfolio as we create two distinct public companies, which allows us, to attain a much lower blended cost of capital and allows us to move into markets and places and - where we cannot go today." — Peter Carlino, Chairman and CEO, Nov 16, 2012; "The Company's board of directors believes that a REIT conversion could provide substantial benefits to the Company and its shareholders given its significant real estate holdings." — Press Release, August 25, 2014; "Investors favor companies with greater strategic focus on our core businesses. We are exploring the opportunity to improve upon the excellent shareholder return created since MSG's spin-off over four years ago by separating our business into two companies, each with its own distinct value proposition for investors." — Tad Smith, CEO, October 27, 2014; "We believe the separation would provide a lower weighted average cost of capital and an attractive financial platform to take advantage of future opportunities to create long term shareholder value" — Anthony Sanfilippo, CEO, November 6, 2014; "We, together with our board, have been working with our financial and legal advisers, to make sure we are best positioned to increase shareholder value over the long term, including potentially, through the formation of a REIT." — Keith Smith, CEO, October 30, 2014; "The structure of the agreement enables us to capture the value of Red Lobster and establish a market validated valuation of its real estate" — Chuck Ledsinger, Lead Director of Darden's Board, May 16, 2014"

Dillard's, Inc. · DDS Marcato · p. 5
quote villain critique

""According to a 2019 contract obtained by the German language paper, California-based Nevro...offered Swiss doctors CHF10,000 ($10,181) for each Nevro spinal cord stimulator implanted in a patient...The kickback scheme, which has now been terminated, has been running since 2017 under the auspices of the “Nevro Partnership Program.”" — Swiss Broadcasting Corporation; "Nevro keeps explant rates very well hidden from the field reps...The explant rate was a hell of a lot higher than [the stated] 2%. I don't know that people asked for it, because ignorance is bliss. I didn't want to know. Don't ask questions you don't want to know the answer to. My peers in the field felt the same way." — Former Nevro regional sales director; "If you put doctors into boxes, Money Mike couldn't care less if there's a high explant rate. It's just about the price you give him for the device. He could care less about whether it works or not. Yes, there are unethical, corrupt doctors. In that population, Nevro is the best thing since sliced bread." — Physician #4; "A lot of doctors in Germany are saying that Nevro's device only works for 2 to 2 ½ years and then the patient comes back with more pain...People have become nervous and become afraid to use Nevro." — Physician #5; "We went to Nevro's headquarters to discuss the explants...I realized this shit doesn't work...His take on Nevro is slimy people, falsification of data...I don't understand how Nevro can continue to keep the smoke and mirrors going, I really don't. I mean, it's crazy." — Physician #3"

Nevro Corp. · NVRO Scorpion Capital · p. 4
quote ceo quote

"“...abrupt material lapse in operational and financial discipline within the Company.” — Vivendi Presentation, Page 5; “Announcing a profit warning a week after issuing a bond has alienated market participants, who are losing trust in TIM.” — Vivendi Presentation, Page 8; “The three-year strategic plan presented by the former management in March 2018 had broad market support.” — Vivendi Presentation, Page 10; “...important need for any plan to contain key pillars, such as focus on enhanced FCF generation, deleveraging, digitalization and improved customer satisfaction, in order to drive value creation.” — Vivendi Presentation, Page 15; “The opaquely worded outlook for 2019 suggests that the bad news is likely to keep flowing as the company seems rudderless and adrift in turbulent waters.” — Vivendi Presentation, Page 36; “New CEO Luigi Gubitosi is throwing the kitchen sink at his predecessor’s ambition to grow domestic EBITDA....” — Vivendi Presentation, Page 36; “These procedures were not followed for the nomination of Luigi Gubitosi as CEO, [whose nomination was] pre-packaged during the shadow meetings held by Elliott representatives and Elliott-nominated Board Members.” — Vivendi Presentation, Pages 37, 39; “None of the new candidates want to be the CEO...and none of the independent directors wants to be Chairman....in other words the chairman will be chosen among the five proposed independent directors and the CEO between the two not-independent directors (De Puyfontaine and Genish).” — Vivendi Presentation, Page 3"

Telecom Italia · TIT.MI Elliott Management · p. 20
quote appendix data

""Elliott's nominees assure greater accountability and are more likely to continue to explore all avenues to enhance shareholder value while providing more pertinent E&P experience." — David H. Batchelder, Hess shareholder, Relational Investors LLC (March 27, 2013); "We currently believe the best way for Hess shareholders to maximize their value is through the election of Elliott Management's nominees to the board." — Citigroup (April 5, 2013); "Elliott disclosed 5 impressive candidates for the Board..." — UBS (January 30, 2013); "...a who's who list of corporate fixers and experienced oil execs." — Bank of America Merrill Lynch (January 31, 2013); "In our view, the industry experience available in the slate of nominees Elliott is proposing for HES's Board of Directors is impressive and as a result, the nominees could bring industry insight unavailable on the current Board." — JP Morgan (January 30, 2013); "...[We] believe that the slate of new directors that it has proposed can bring a lot to the table." — Societe Generale (January 31, 2013); "We believe a new investor with the intent to make new nominations to the board is a move in the right direction for Hess's corporate governance." — Citigroup (January 28, 2013); "Proposed directors have street cred. In proposing its alternate slate of directors, Elliott nominated four individuals with various management backgrounds in the oil patch and Harvey Golub, the former CEO of American Express." — Bank of America Merrill Lynch, Credit Research (January 29, 2013)"

Hess Corporation · HES Elliott Management · p. 112
quote villain critique

"“They're going to have to get their act together to make sure that they understand what the customer needs and what they need to deliver...Honestly, I don't see how—they might get lucky, but in my experience right now, if you don't have, from the customer side of things, if they don't have someone that understands synthetic biology and understands the process and can really review the data, review the project, the advancement of the project is going to be difficult to be successful, unless Ginkgo hires really amazing program directors.” — Current Motif executive; “A lot of them are pretty much fresh out of Ph.D. So, this is their first job...at the speed they're growing right now, it's difficult for them to recruit senior people.” — Current Motif executive; “I think it just really comes back to having a very young, inexperienced team. We would give them a statement of work and a proposal for what we wanted to have done, and they would just seem to not be able to execute on it. Or we had them try to develop an assay for us, and we kept getting no results back from it. The assay just wasn't done; it wasn't developed. They kept dragging on, or would give us something that we thought should be done, and we would test it and find that it didn't work the way it was supposed or they hadn't used the proper controls...the mindset around customer service didn't seem to be there. It was very casual about, oh well, we can just keep fiddling around with this and charging you for it.” — Senior employee at Joyn"

Ginkgo Bioworks · DNA Scorpion Capital · p. 151
quote ceo quote

""This was certainly hallway conversations at ATC. The discussion that people had in the hallways was, first of all, we’re glad there’s going to be competition, so TransMedics can’t be the only game in town. Almost everybody was saying that. Again, I’ll leave it to you whether this would devastate their earnings reports or not…this is not going to stay exclusive much longer." — Cardiothoracic transplant surgeon, director of a leading academic transplant center; "If there is not much of an advantage of having this incredibly expensive setup versus a $30k different technology, then I think they’re going to have a very hard time selling it." — Transplant hepatologist and director of the liver program at a Midwest academic center; "There’s going to be a point where the cost is going to go down. Right now, TransMedics doesn’t have big competition. The only competition is called OrganOX. That is the same type of machine perfusion. There are other new companies that are going through the FDA to get approved. Those are different types of pump like hyperthermic machine perfusion. So, I can guarantee you that these companies, they are going to get approved by the FDA. I think that in the next year or two years at the most, you are going to have other competitors with TransMedics. Because of the cost, people are going to start shifting gears, and they’re going to be changing to a different pump because it’s not sustainable for a transplant center..." — Transplant surgeon in a leadership role at Vanderbilt"

TransMedics Group Inc · TMDX Scorpion Capital · p. 306
quote villain critique

"“CEOs or other top executives who serve on each other’s boards create an interlock that poses conflicts that should be avoided to ensure the promotion of shareholder interests above all else” — Glass Lewis 2017 Proxy Paper Guidelines; “While many companies have an independent lead or presiding director who performs many of the same functions of an independent chair (e.g., setting the board meeting agenda), we do not believe this alternate form of independent board leadership provides as robust protection for shareholders as an independent chair.” — Glass Lewis 2017 Proxy Paper Guidelines; “If the person [Lead Director] is not independent or lacks substantive duties, the position is simply cosmetic.” — ISS 2016 U.S. Proxy Voting Manual; “One particular relationship that should raise a red flag is when the CEO of company A sits on the compensation committee of company B whose CEO is a director of company A or the converse. ISS typically categorizes such directors as affiliated outsiders.” — ISS 2016 U.S. Proxy Voting Manual; “The nominee [Russo] is an incumbent member of the nominating committee and the chair of the board is not independent. The nominee is an incumbent member of the compensation committee and the ratio of CEO compensation to compensation of the average named executive officer is inequitable. The nominee sits together on more than one board with another director. The nominee sits on five or more public company boards..” — NEI Investments 2015 Proxy Voting Report"

Arconic Inc. · ARNC Elliott Management · p. 246
quote villain critique

""The problem with AST SpaceMobile is the structural dynamics of their spacecraft – the way they intend to build a giant phased array antenna is really poorly thought out...their knowledge of structural dynamics is so positively infantile; I don't know how they got as far as they did. I think their approach to making a giant antenna just won't work. I think even if you could talk directly to a handset from space, they wouldn't be able to do it." — Physicist and Former Senior Engineer, NASA’s Jet Propulsion Laboratory; "The size of the antenna is terrifying...there’s only a handful of entities that have deployed a foldable thing in space that big and they’re NASA and intelligence entities...it’s an extremely difficult thing to do and it’s also more or less impossible to accurately test on the ground." — Former Director of Engineering at SpaceX, led team of 150 engineers across multiple disciplines; "Some of the preliminary engineering that I’ve seen did not have the same tolerances I would expect in a zero gravity deployment space environment and the number of single point failures in the articulation on deployment; all of those factors...talking about risk to the company, you’re betting everything on that one demonstration...all of that is riding on a hundred different opportunities for the phased array to not deploy." — Former Director of Supply Chain for leading defense prime who reviewed engineering designs for the phased arrays of BW3 and BlueBird-1"

AST SpaceMobile, Inc. · ASTS Kerrisdale Capital · p. 7
quote appendix data

""The Elliott plan makes perfect sense for Hess shareholders. In fact, it is state-of-the-art and ought to be more broadly adopted. Tying director compensation directly to outperformance against peers perfectly aligns the directors with the interests of shareholders. The payments are legal obligations, not discretionary, and they bear no relationship whatsoever with any recommendations put forward by Elliott. I think it is a great plan that serves Hess shareholders well." — Yair Listoken, Professor, Yale Law School; "Hess shareholders should not find this approach objectionable, but should in fact be happy that Elliott is willing to pay its own money to compensate director nominees based directly on Hess's stock price performance relative to its peer group. This approach is transparent and clear, and it aligns the interests of independent nominees with those of Hess shareholders." — M. Todd Henderson, Professor, University of Chicago Law School; "The Elliott nominee compensation plan closely aligns the interests of those nominees with the medium and long term interests of Hess shareholders and has no impact on a director's independence or ability to fulfill his duties to stockholders. The payout criteria are objective, not discretionary, and they tie only to market price performance over a fairly long period, regardless of whether the Board adopts Elliott's proposals." — Lawrence A. Hamermesh, Professor, Widener Institute of Delaware Corporate Law"

Hess Corporation · HES Elliott Management · p. 150
quote nominee bio

""Leslie is an inspiring and highly engaged board member with vast leadership experience. [...] Her deep insights into Governance and the public and investor debate regarding Social and Environmental Impacts will be valuable to any organization. Combined, this makes Leslie an ideal candidate for a seat on the board of any organization." — Diederik Timmer, Chair of the Board of Directors of US SIF and Managing Director of Morningstar Sustainalytics; "[I] can attest to her ability to deftly navigate the needs of shareholders and the critical calls for improved environmental, social, and governance performance. She has a deep understanding of emerging material ESG issues combined with a diplomatic but direct manner to effectuate change within organizations. In my view, Leslie would make vital contributions to the board that would help place McDonald’s at the forefront of ESG leadership." — Matt Patsky, CFA, Chief Executive Officer of Trillium Asset Management; "She's a key thought leader in shareholder advocacy, responsible for engagement strategies that have had tremendous impact and which many other investors have emulated to great effect. Her credibility as an integrator of public interest advocacy and responsible corporate governance is unmatched." — Dr. Chris Geczy, Wharton School of Business professor, member of Intel’s US Retirement Plans’ Investment Policy Committee and former member of NASDAQ’s Economic Advisory Board"

quote villain critique

"Part of the commodity here is that...it's hard to have IP around a plastic tube. Especially if you argue that you can put any suction on it. Just to give you a bit of context, there have been some companies engaging in a somewhat nefarious game of trying to sell supply chain departments that their aspiration catheters can only be used with their aspiration pump or their aspiration tubing, because that's the way that it is approved by the FDA. I mean - that's great, right? But obviously that is also a hollow argument because I could hook these things up to a wall suction and they would work just the same way. And everyone knows that. So, it is things like - some things they've been trying to do by essentially putting fear of human destruction into the hands of people who are not clinical, and they don't know how to respond to that. — Neurosurgeon; Penumbra went around to, and made a very big deal about, physicians using Medtronic, Terumo and Stryker aspiration catheters that previously did not have the stroke label indication. They freaked out a lot of doctors. This annoyed the doctors a lot because [the Penumbra salesman] should not be telling the doctors how they should be treating their patients. This also swayed some doctors to use Penumbra. — Neurovascular Products Sales Director; The FDA label matters more to less-sophisticated doctors, like radiologists. People like me do whatever I think is best. — Neurosurgeon"

Penumbra, Inc. · PEN Spruce Point Capital · p. 52
quote ceo quote

"[We] continue to view U.S. fiber assets as inherently less attractive due to the expensive availability of competitive fiber supply in the U.S. and the resulting less attractive growth and return characteristics of domestic U.S. fiber. — Former CEO James Taiclet, May 2019; With respect to outdoor small cells and fiber in the U.S., we've been a little bit less aggressive than some of our peers, in large part because when we run the numbers and input all of the modeling assumptions into our 10-year DCF, which we use for all of our investment evaluation, we arrive at overall returns that don't quite hit where we need them to hit. And for that reason, we've chosen to deploy our capital elsewhere. — Senior Director of Investor Relations, March 2019; To be big in fiber, by necessity, you probably have to have an enterprise business, which is a very, very different business. It’s just different. And we tend to stick with the stuff we know. — CEO Jeffrey Stoops, August 2019; We continue to be focused on macro sites...I mean, you used the word small cells, but really what small cells is, is fiber. And our shareholders want us to be a tower company, so we are very much focused on that. We will continue to look at exclusive pieces of real property where we might have some advantages that could lead to small cells, but to move into the fiber business is not something that we're pursuing today. — CEO Jeffrey Stoops, May 2017"

Crown Castle International · CCI Elliott Management · p. 46
quote villain critique

"“What they did was use an optical tool from KLA – the Teron product line. And this is an optical tool with a 193-nanometer light source. So, there's a limitation to what defects it can detect. Very small defects, it cannot clearly distinguish. For something that looks like a defect, they record the coordinates, and then these coordinates are transferred to an electron beam inspection tool, which is only looking at these suspicious-looking defect locations. Is the defect on print or not? So, they need a combination of optical DUV and electron beam inspection to inspect the mask.” — Longtime, senior semicap equipment executive in Japan who is friendly with Lasertec's CEO; “The current KLA systems are pretty good, but they're not as good as actinic. Having said that, a well-engineered system is more important than the wavelength...they're using the current DUV tools, and it was announced at the most recent conference that people who are appreciating all the work that KLA did on supporting EUV with the DUV tools. EUV and DUV are different but for supporting EUV inspection, the DUV tools actually do work...Those tools work really well and have been well-engineered for a long period of time. That's what people use. I think today, I think people are using the Lasertec actinic pattern mask inspection tool - they use that when it works...” — Ex-KLA director of engineering focused on EUV mask inspection"

Lasertec Corporation · 6920 Scorpion Capital · p. 57
quote demand list

""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"

Phillips 66 · PSX Elliott Management · p. 3
quote nominee bio

""Jamie was an exceptional partner to me for many years, especially when I promoted him to operations chief at CSX. He was a driving force behind our operational transformation into a top-performing rail, thanks in large part to him successfully implementing operational improvements that were critical to generating strong efficiencies. He is one of the best operators I've seen in the rail industry, and any Class I would be fortunate to have him as COO." — Jim Foote, Former CEO of CSX; "When I think about Jamie, I think about one of the country's top railroad operators. His ability to take operational strategies from ideation to implementation to ongoing management is second to none. If I was looking to turn around a railroad or put a new network in place to improve service and value creation, Jamie would be my first call. He is at the top of the next generation of transformative railroad leaders." — Tony Reck, Former CEO & Chairman of P&L Transportation; "Jamie has demonstrated great skill in producing industry-leading results in service, safety and efficiency gains throughout his 20+ year career. As a board member of CSX, I was able to see firsthand how he is truly an expert in rail operations and a stronger leader of large organizations." — John McPherson, Former CSX Director, Former CEO of Illinois Central and Former COO of East Coast Railway"

quote villain critique

""Our liver transplant surgeons don't use TransMedics. I think a lot of people don't think you need it on the liver. Cold storage works very, very well. Ischemic times can be 8 hours. They've turned that operation into a quasi-elective case...Our liver guys are not interested at all in using it." — Cardiac transplant surgeon at a major Midwest academic center; "TransMedics and OrganOX are examples of normothermic machine perfusion, which is the most expensive way to preserve an organ. Less effective in preservation but still pretty good is something called hypothermic machine perfusion, for example, Bridge to Life or LifePort. And that costs significantly less. It provides better preservation than just putting it in a cooler of ice. But for many cases, you don't need the Cadillac to transport the organ. You can get by with a less expensive version." — Transplant surgeon and transplant program director at a leading Northeast academic center; "There's not a ton of utilization of their heart device out here on the West Coast." — Executive at a leading OPO, longtime industry veteran; "I do think and I hear the same from our heart surgeons. They do not care much for the machine and prefer other modalities for their hearts...they're going to continue to lose cardiac volume." — Transplant surgeon at a high-volume academic center"

TransMedics Group Inc · TMDX Scorpion Capital · p. 285
quote ceo quote

""So about two years ago, we really started to push a more balanced approach between accessing unconventional hydrocarbon resources, oil and gas, 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; "This change essentially began in 2009 and should be largely complete in 2014." — John Hess, July 2012; "On our July call, we explained that Hess was in the midst of a five-year transition... completed by the end of 2013." — John Hess, January 2013; "..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; "the major moves to reshape our portfolio... will have been completed by the end of 2013." — John Hess, January 2013; "we'd say 12 to 18 months [March 2014 to September 2014]." — John Rielly, SVP & CFO, Hess March 2013; "...I mean, it's early in the process, but our guidance would be that we'd complete these sales by the end of 2014." — John Rielly, SVP & CFO, Hess March 2013; "monetization of our Bakken midstream assets expected in 2015." — John Hess, March 2013"

Hess Corporation · HES Elliott Management · p. 19
quote nominee bio

""Maisie has been on the forefront of sustainability long before ESG was a concept. It is her passion and thoughts that have helped shape Bon Appetit into the market leader in sustainable food practices and this, in turn, has led the way for Compass Group, the global leader in contract foodservice, in this area. She has been involved in scope ranging from grassroots detail to the largest scale." — Palmer Brown, Chief Financial Officer of Compass Group PLC; "Her understanding of consumer demand and the intricacies of decision-making on the buying side helped shape the program, and her insight has guided some key pivots along the way. Maisie knows how to cut to the key issues in organizational strategy, and her incisive questions and forthright advice have been extremely valuable to EFI over the past decade." — Peter O'Driscoll, Executive Director of Equitable Food Initiative; "Maisie Ganzler is a value-add colleague on the Air Protein Board. Her expertise in restaurants, food supply chains and sustainability have been invaluable in helping the management team shape Go to Market and Product Development strategies. She's been a true professional and has made a real contribution to the Company and Board." — James D. White, Executive Chair of Air Protein."

quote preempt rebuttal

""The company is at a key inflection point and we cannot afford to let the Board and management be diverted from our progress and plan by creating a dysfunctional and destabilizing environment." — Heinz, June 2006; "Trian has chosen this path [a proxy contest] with the potential to disrupt our Company at a key stage of execution against our plan" — DuPont Press Release, Jan 2015; "[P&G] is in the best position to continue building a better Company without adding Mr. Peltz to the Board...Now is the time to focus on accelerating results, and prevent anything from derailing the work that is delivering improvement." — David Taylor, August 1, 2017; "I said to another CEO...who had called me and inquired about Nelson, that if I were to form the board today, Nelson would be one of the first Directors I’d ask to serve because he is an insightful, communicative, enthusiastic, energetic and available Director." — Bill Johnson, Heinz CEO, Mar 2008; "I have the highest regard for Nelson Peltz and Ed Garden. Since becoming CEO of DuPont, I have talked many times with the Trian team and appreciate their insights on strategy and operations, as well as the collaborative and productive manner in which they have engaged with us." — Ed Breen, DuPont CEO, July 2017"

The Procter & Gamble Company · PG Trian Partners · p. 17
quote ceo quote

""the major moves to reshape our portfolio... will have been completed by the end of 2013." — John Hess, January 2013; "We'd say 12 to 18 months [March 2014 to September 2014]." — John Rielly, SVP & CFO, Hess March 2013; "I mean, it's early in the process, but our guidance would be that we'd complete these sales by the end of 2014." — John Rielly, SVP & CFO, Hess March 2013; "monetization of our Bakken midstream assets expected in 2015." — John Hess, March 2013; "our current board is comprised of highly accomplished directors who deserve credit for initiating the multiyear transformation that started in 2010 and continues today." — Jon Pepper, Hess spokesman, February 2013; "On our July call, we explained that Hess was in the midst of a five-year transition... completed by the end of 2013." — John Hess, January 2013; "This change essentially began in 2009 and should be largely complete in 2014." — John Hess, July 2012; "We have done a lot of years to restructure our own Company significantly..." — John Hess, July 2011; "So about two years ago, we really started to push a more balanced approach between accessing unconventional hydrocarbon resources, oil and gas, to balance the high impact exploration program..." — John Hess, November 2010"

Hess Corporation · HES Elliott Management · p. 38
quote nominee bio

""My plan is to visit each refinery and talk to key refining and commercial personnel. These are the employees who will lead the significant margin and cost optimization improvements. It will only happen because of their experience and buy-in. They will know where the opportunities are and will want to be empowered to drive to a best-in-class performance." — Nominee 1; "I don’t see the value of the integration they claim to enjoy. Where is the evidence? It’s a different structure than Marathon or Valero – and they have been the better performers. I will insist that we take a harder look at this structure. The Board needs Directors with no pre-ordained conclusions." — Nominee 2; "Midstream businesses can be growth engines, but they need the right structure to compete. Phillips’ midstream business is constrained in so many ways in the current structure. I think people will be amazed at what is possible with these assets." — Nominee 3; "The lack of interest in Phillips’ stock from active managers is the market speaking to Company leadership. It is evident that the Phillips’ Board does not have its performance-driven and execution-focused mindset. I will make sure the Board doesn’t lose focus on investors’ views." — Nominee 4"

Phillips 66 · PSX Elliott Management · p. 90
quote nominee bio

"My plan is to visit each refinery and talk to key refining and commercial personnel. These are the employees who will lead the significant margin and cost optimization improvements. It will only happen because of their experience and buy-in. They will know where the opportunities are and will want to be empowered to drive to a best-in-class performance. — Nominee 1; I don't see the value of the integration they claim to enjoy. Where is the evidence? It's a different structure than Marathon or Valero - and they have been the better performers. I will insist that we take a harder look at this structure. The Board needs Directors with no pre-ordained conclusions. — Nominee 2; Midstream businesses can be growth engines, but they need the right structure to compete. Phillips' midstream business is constrained in so many ways in the current structure. I think people will be amazed at what is possible with these assets. — Nominee 3; The lack of interest in Phillips' stock from active managers is the market speaking to Company leadership. It is evident that the Phillips' Board does not have its performance-driven and execution-focused mindset. I will make sure the Board doesn't lose focus on investors' views. — Nominee 4"

Phillips 66 · PSX Elliott Management · p. 89
quote villain critique

""The chronic pain patient population has a psychiatric toll. It affects 100% of patients. If a patient failed a psychiatric evaluation, the sales rep would send them to another psychiatrist. It’s fair to say they get shopped around. You don’t even need to get shopped around because the psychiatric evaluation is not in depth. It’s a bottleneck for time but not for volumes in the sales funnel." — Former Nevro regional sales director for one of its largest territories; "When Nevro’s call center would deal with patients, we’d realize they’d never pass the psychiatric evaluation yet here we are and they have the device." — Former Nevro executive; "We’d get calls from patients, hear their demeanor on the phone, and wonder how they ever got the device. These were not the best stimulator candidates. Our conversations in the call center were with device recipients who were suicidal, folks with really really high and unrealistic expectations. They told me I’d get 100% pain relief, it would cure me, it would go away. The call center would say it’s not true, it’s not a cure. I don’t know if they were oversold by the doctor or rep. Patients had unrealistic expectations of the device and therapy." — Former Nevro executive"

Nevro Corp. · NVRO Scorpion Capital · p. 222
quote precedent table

"PBI has not provided shareholders with a convincing, substantive reason to conclude that future performance will depart from the disappointment of the past decade. [...] In summary, shareholders have endured a decade of underperformance and disappointment, there are unanswered questions and serious concerns about the path forward, and power on the board is concentrated in the hands of those directors who objectively have the most potential for a conflict of interest by virtue of their past experience and tenure. — Institutional Shareholder Services (Hestia/Pitney Bowes ISS report, Apr. 26, 2023). The company's TSR has varied when compared with peers, but over all time periods, it has substantially underperformed that of the Nasdaq Biotech Index. [...] The most immediate need for Progenics is sufficient board change to a) get a second opinion on the merger, and b) establish the possibility of a compelling alternative path, which the current board and management has failed to articulate. The most effective way to accomplish this may be by removing CEO Baker and adding dissident nominees Ende, Ber, and Mims to the board. — Institutional Shareholder Services (Velan Capital/Progenics ISS report, Nov. 8, 2019)."

quote villain critique

"“Ginkgo was kind of allowed to do what they wanted to do for the first period of the company [Joyn] at least, and that was really something that Jason Kelly and the group really sort of had pushed for, especially in Motif, at Allonnia, and the subsequent ventures, Ginkgo really needs to control these entities because if they can’t then—what they want is for these subsidiaries or for these joint ventures, these supposedly independent companies to be obligated to use Ginkgo services, and Ginkgo services are very expensive. It’s almost prohibitively expensive in some respects. But the idea is if you comparison shop, you can go elsewhere. It’s actually kind of interesting like Joyn was doing a lot of work with this group with Culture BioSciences in South City, South San Francisco. And they’re basically outsourcing their fermentation to them, not to Ginkgo. I would suspect that that was because of pricing and cost savings because they actually are not entirely obligated to use Ginkgo services, but that’s the whole idea, is you’re obligated to basically no matter what it costs. If Ginkgo says, pay us this, that’s what you pay.” — Former director-level employee; “At least 50%.” — Current Motif employee"

Ginkgo Bioworks · DNA Scorpion Capital · p. 123
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

"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 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

"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 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 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 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 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 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 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

""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

"“Yes, and we’re in the foundry...Right now, we’re at about 75 people; I don’t remember how many contractors, but 75 employees, and off the top of my head, it’s about 2/3 Boston, 1/3 in California.” — Current Joyn executive; “Boston. The company’s main labs are still co-located with Ginkgo, and we’re moving to the lab space that’s not with them but in the same building.” — Current director-level employee at Joyn; “It was, basically an open space that Joyn shared with Ginkgo, and Joyn had access fairly deep into the foundry, that is the level at which Joyn accessed, say our software, was relatively involved...they had fairly tight integration with Ginkgo.” — Former director-level employee; “A lot of technical stuff. This stems from Joyn as a first try with this. Technically, you have people that are working in Ginkgo’s lab that are delivering work to Joyn’s technical team. There’s something really nice and very expedient about being able to walk over across the lab and show someone the data you just got. Like, 'Is this what you’re looking for, for this experiment or not?'” — Former Ginkgo employee"

Ginkgo Bioworks · DNA Scorpion Capital · p. 98
quote other

""Agrium is attractive because JANA looks likely to win board seats" — Credit Agricole / CLSA, 12/14/12; "JANA's interest in Agrium has certainly been a boon for investors" — Financial Post, 12/21/12; "After speaking with four of the five directors that JANA Partners is nominating for Agrium's board, we came away impressed with the group's clear industrial distribution experience and competence and their ability to articulate the kinds of operational improvements they would seek to implement at Agrium Retail" — Barclays, 12/13/12; "While activist shareholder JANA Partners' proposals have been met with stiff resistance from Agrium management, we believe that significant shareholder value creation may come from surfacing some of the issues raised by JANA" — Piper Jaffray, 12/2/12; "JANA's proposed board members possess solid retail distribution experience and could help unlock value" — CIBC, 1/15/13; "JANA is nominating a retail ‘dream team’ to Agrium's board, which currently does not have one independent member with retail distribution experience" — Barron's, 11/26/12"

Agrium Inc. · AGU JANA Partners · p. 8
quote ceo quote

""...we are skeptical that management will be able to deliver on the promise of a "higher growth, higher value" DuPont and achieve the promised 7% top line and 12% EPS...[and] we are concerned that management will continue to miss promised performance targets as "new DuPont" remains an inherently complex collection of disparate businesses with a high-cost corporate overhead structure and that it will trade at a conglomerate discount as it will be neither a growth play, nor a recovery play." — Trian Fund Management (February 2014 letter to DuPont's Lead Director). "To clarify our discussion that day [Trian's meeting with Sandy and management in December 2013] relative to our five year, long-term rolling growth targets of 7 percent revenue growth and 12 percent operating earnings growth, which were announced publically on December 9, 2010 at our Investor Day, we continue to believe these goals are both appropriate and achievable. We fully endorse management's plan and are encouraged by the progress against them." — DuPont's Lead Director (March 2014 letter to Trian)."

quote villain critique

""The problem, compared to what you can do with NRP or other technologies, is that the heart on the TransMedics device is beating, but it's empty. It's not doing any work. It's not supporting circulation. It's not generating a pressure. So, you're guessing at that part, which is beating on the device based on the lactic acid level dropping, that it will function well enough that your recipient patient doesn't end up on ECMO or an Impella or on something else." — Prominent surgeon, director of leading academic transplant center; "30-40% of heart programs in the U.S. are doing now is we're using NRP, normothermic regional perfusion... you can assess the heart function completely because you're putting the donor who's arrested, you're opening their chest and cannulating them and going on bypass rapidly, but you're doing it in three to four minutes... and you can assess all the normal physiologic parameters: is the heart beating again in the patient." — Prominent surgeon, director of leading academic transplant center"

TransMedics Group Inc · TMDX Scorpion Capital · p. 293
quote villain critique

"“paresthesia-free” has backfired and resulted in a patient/doctor support infrastructure that renders the business model broken and permanently unprofitable. — Ex-executives. “paresthesia-free” is a fatally flawed concept and that he observed over half of patients failing to improve and virtually all experiencing lack of efficacy at various times. — Former regional sales director. Nevro found itself “in a bind” with the CEO and management refusing to accept that high frequency is a dud, leading to conflict with the field and sales reps leaving “in droves” despite the best compensation in the industry. — Former regional sales director. “despite repeated reprogramming sessions in the effort to achieve therapeutic optimization” — A January 2020 paper at the annual neuromodulation meeting (NANS). “differ greatly from the results we have found in real world practice.” — A January 2020 paper at the annual neuromodulation meeting (NANS). “disinformation” regarding explants, labeling Nevro’s conduct as “slimy.” — A KOL."

Nevro Corp. · NVRO Scorpion Capital · p. 44
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; "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 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 continues today." — Jon Pepper, Hess spokesman, February 2013"

Hess Corporation · HES Elliott Management · p. 37
quote ceo quote

""I am proud of the accomplishments of the Board and management team." — Glenn Tilton, Lead Independent Director, April 2025; "But when you look at what we’ve done over the long term, we’ve been on a great and accelerating path to growth and enhancing our ability to return capital to shareholders." — Mark Lashier, CEO, April 2025; "I’ve had board members tell me that they’re just stunned at the progress that we’ve been able to make in such a short period of time." — Mark Lashier, CEO, April 2025; "We’ve completed the strategic priorities that we laid out in 2022, enhanced in 2023, and committed to achieving by the end of 2024. I am proud of the work our employees have done to accomplish these important priorities and deliver on our commitments to shareholders while maintaining industry-leading safety performance." — Mark Lashier, CEO, January 2025; "You simply don’t achieve results like this without a high functioning, deeply engaged board." — Bob Pease, Independent Director, March 2025"

Phillips 66 · PSX Carl Icahn · p. 8
quote ceo quote

""I am proud of the accomplishments of the Board and management team." — Glenn Tilton, Lead Independent Director, April 2025; "But when you look at what we've done over the long term, we've been on a great and accelerating path to growth and enhancing our ability to return capital to shareholders." — Mark Lashier, CEO, April 2025; "I've had board members tell me that they're just stunned at the progress that we've been able to make in such a short period of time." — Mark Lashier, CEO, April 2025; "We've completed the strategic priorities that we laid out in 2022, enhanced in 2023, and committed to achieving by the end of 2024. I am proud of the work our employees have done to accomplish these important priorities and deliver on our commitments to shareholders while maintaining industry-leading safety performance." — Mark Lashier, CEO, January 2025; "You simply don't achieve results like this without a high functioning, deeply engaged board." — Bob Pease, Independent Director, March 2025"

Phillips 66 · PSX Carl Icahn · p. 15
quote ceo quote

""I am proud of the accomplishments of the Board and management team." — Glenn Tilton, Lead Independent Director, April 2025; "But when you look at what we've done over the long term, we've been on a great and accelerating path to growth and enhancing our ability to return capital to shareholders." — Mark Lashier, CEO, April 2025; "I've had board members tell me that they're just stunned at the progress that we've been able to make in such a short period of time." — Mark Lashier, CEO, April 2025; "We've completed the strategic priorities that we laid out in 2022, enhanced in 2023, and committed to achieving by the end of 2024. I am proud of the work our employees have done to accomplish these important priorities and deliver on our commitments to shareholders while maintaining industry-leading safety performance." — Mark Lashier, CEO, January 2025; "You simply don't achieve results like this without a high functioning, deeply engaged board." — Bob Pease, Independent Director, March 2025"

Phillips 66 · PSX Elliott Management · p. 7
quote ceo quote

""We think like private equity people because Nelson forces us to think like private equity.. I said to another CEO that if I were to form a board today, Nelson [Peltz] would be one of the first directors I’d ask to serve... [Trian's] team had good questions and good suggestions." — Former CEO, Bill Johnson, CEO Magazine (3/08); "We have come to truly respect and highly value your impressive approach to sales and marketing, which has led to long-term shareholder value... and economic security for our members... If more companies I interacted with were able to follow the Heinz model, I believe we would have...fewer wasted resources." — Bill Dempsey, Director of UFCW Capital Stewardship, in letters to Trian dated 10/07/08 and 10/23/08; "Having activist investor Nelson Peltz on the Board of Directors has turned out to be a valuable asset. He is an operator at heart, so he asks the right questions in meetings and pushes managers to share and learn from each other." — Credit Suisse, 3/26/08"

H.J. Heinz Company · HNZ Trian Partners · p. 7
quote ceo quote

""If you can create a culture where people are motivated, inspired, incentivized, rewarded, to be honest with each other you can move mountains" — CEO Brad Jacobs, Auto Logistics Conference Sept 21, 2016; "The workers want a legally binding process to hold XPO accountable for the mistreatment" — Bill Hamilton, President of Local 107; "XPO Logistics is a rotten employer all over Europe" — International Transport Workers' Federation; "XPO's arrogance and repeated labor law violations has gone on for far too long" — Josh Zivalich, Teamsters Local 769; "XPO is mistreating us by refusing to come to the table" — Int'l Brotherhood of Teamsters; "It is time for XPO CEO Bradley Jacobs to explain to company workers why he is entitled to a huge payout while he cuts the health care and retirement benefits of workers" — Monica Abraham; "While Jacobs received $20 million mega-equity... workers are denied affordable health care" — Ernie Soehl, Director of the Teamsters National Freight Division."

XPO Logistics, Inc. · XPO Spruce Point Capital · p. 39
quote peer gap

""If somebody is currently working with one of the Blues as their health plan payer, they generally have a working understanding of WIN, right, because WIN has really grown up servicing a lot of the Blue Cross Blue Shield plans right across the country. So they know who they are." — Director of Health and Benefits at Willis Towers Watson, Tegus, 4/15/22; "Kindbody has the reputation of being...an up and comer or a fast charger...They're gaining more ground...I think they just got some additional funding. They seem to be making a marketing push, right?" — Director of Health and Benefits at Willis Towers Watson, Tegus, 4/15/22; "...if you've got a large employer who's got a geographic density of employees... Kindbody can say, 'Hey, we're going to come in and we're going to stand up a fertility clinic right in your area.' So that kind of gives people good access to it and then Kindbody gets to control all the costs and all the profit there." — Former Director at PGNY, Tegus, 4/4/22"

Progyny, Inc. · PGNY Spruce Point Capital · p. 61