Callouts & quotes from 96+ activist slides

"“When Nevro first launched, we looked at this and said, "There could be something to a high rate of stimulation. You're basically flooding the zone. What a great idea." And then you start going through the study design, and you start looking at real outcomes, and there were so many problems. Huge problems with their study, the Kapural study in 2015. There were so many problems that we just shook our heads in some of our small doctor groups.” “If you're a lazy implanter and you don't want to look for the right spot to implant and actually program patients, Nevro is perfect for you. You put the leads in exactly the same spot every single time, don't have to do any work, the rep turns it on and there you go. This requires physicians that don't care what the outcomes are, that are greaseballs, or that are just lazy.” “Some people use statistics to bend the truth. We catch Nevro on the little things, but the overall gestalt is that their device needs to work for a long period of time. We know from the Kumar study that stimulating with one modality, one waveform, fails as time goes on. You need to come up with something else that the body doesn't get used to. We've known that for years. Nevro is just starting to figure that out. They're behind on the eight-ball.” — High volume implanter/speaker/KOL"

""As an international entity, one would expect a nuanced understanding of regional markets. However, the track record of disastrous business decisions stemming from this ignorance is deplorable. It's disheartening to witness a company that fails to adapt to diverse market dynamics, making it challenging for employees to thrive in their respective regions. Secondly, the CEO's leadership is archaic and out of touch with modern business practices... Moreover, the company's apparent disregard for constructive feedback is alarming. Despite multiple negative Glassdoor reviews, there seems to be no initiative to introspect and address the root causes. Instead, employees are coerced into writing positive reviews, painting a false image of the company's internal atmosphere." - Dec 18, 2023; "The CEO often discusses plans and strategies, but these talks rarely translate into concrete actions, leading to frustration among employees. This has resulted in a high turnover rate, with experienced staff leaving and new hires struggling to piece together the remaining knowledge, ultimately starting from scratch." - July 12, 2024; "Driven by one man's ego. No strategy beyond acquisitions" - July 28, 2022; "CEO is a power crazed tyrant with absolutely no regard for employee wellbeing." - April 12, 2023"

""Full transparency, the ice cream mix for chocolate is the nasty stuff. The half and half that fails will be re-processed to sanitize it and add chocolate mix." — Former Saputo Executive. "I can think of few reasons why. I don't think they're doing it to be deceptive, but it certainly sounds deceptive. They're losing major customers. Not all assets have to be used at 100%. It's not practical capacity. World class is 80-85%." — Former Saputo Executive. "They implemented SAP and there was a specific module - the Dairy Management System - when I was there it was supposed to roll out on the third go live. They implemented it in waves. If 80% of your business is milk, this DMS When I was there it wasn't working. The purpose is to help you understand the costing of your milk and derive a dairy financial stamen. When I was there, they still didn't have it figured out when I left 2 years ago." — Former Saputo Executive. "I'd bet against them, that's my view. Picture the McDonald's, Burger King's of the world. If they are having bad years, then Saputo will have a bad year. If McDonald's isn't selling milkshakes, Saputo's not making them. There's a high degree of correlation." — Former Saputo Executive."

"I don’t think Omnia matters. All of the other manufacturers are pretty much doing the same thing with their batteries. It’s not a game changer. — KOL in the SCS field with prominent papers published; So Nevro had a good idea but they failed to maintain programming options having thrown their entire emphasis behind 10,000Hz. When it was proven that 1,000Hz was equal in efficacy, Nevro quaked in their boots. The Omnia is an attempt to save market share with a beleaguered cohort of doctors that are sick of explanting the device when the 10,000 Hz programming fails to work. — KOL, former high volume Nevro user; Omnia has burst, tonic, HF10, intermediate frequencies, and you can use multiple programs. When it came out, if one program doesn’t work, I can change to another. I’ve started using it. It hasn’t been any better than Boston Scientific but it works. — KOL and high volume implanter; If HF10 was as groovy as they thought it was, they wouldn’t have had to change the device to do paresthesia. They were forced into Omnia or they would have gone out of business. — KOL and former high volume Nevro implanter"

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

""We are not surprised to see the involvement of an activist...An activist investor presents Box with an opportunity to improve sales execution...We note that Box has one of the lowest sales efficiencies across our entire coverage universe." — D.A. Davidson, September 2019; "...we’re not at all surprised that value-oriented investors have taken a significant stake...with Box spending ~41% of revenue on sales and marketing (higher than most SaaS peers in the ~30% range), we think a shift towards margin expansion could provide an avenue for unlocking shareholder value." — Raymond James, September 2019; "Although we have maintained a positive view on Box’s positioning and product portfolio, the company’s go-to-market execution has been consistently disappointing...if the solution selling strategy under COO Stephanie Carullo fails to materialize in a meaningful reacceleration in growth, we would expect Starboard to increasingly pressure Box’s management team to reevaluate its growth vs. margin framework." — Wells Fargo, September 2019"

"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. They say it fails and then they have to put in an Abbott or Boston Scientific device. It's a big issue here in Germany. These are credible people. People who do a lot of surgeries and are involved with the society. Every time there's a spinal cord stim meeting, this is an issue that colleagues talk about. People have become nervous and become afraid to use Nevro. — High volume European implanter; The Nevro marketing materials that state a 2% explant rate are just a flat out lie. — High volume KOL; Everyone thinks Nevro has a high explant rate. — High volume implanter; The Nevro explant rate was known all over. At every meeting, colleagues talked about the explant rate being high. [KOL name redacted] explants a bunch of Nevro a week. He was a big Nevro advocate and has a lot of explants. Everyone was drinking the Nevro kool-aid at the beginning. — KOL, high volume implanter"

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

"“A Perplexing Disappointment” — Morgan Stanley; “We think investors will likely be disappointed...management had pointed to this study as something to look forward to...” — UBS; “If you’re looking for certainty in immuno-oncology, Bristol-Myers Squibb’s latest trial data won’t help.” — FiercePharma; “There is no denying that this is a disappointing outcome.” — Evercore ISI; “BMY: another lung trial fails – SCLC indication can get pulled” — Evercore ISI; “Bristol-Myers cancer efforts aren’t in good shape.” — Bloomberg Intelligence; “This marks the second Phase III failure in 2L SCLC in 2 months. BMY SCLC market share is at risk…The failure of CM-451 is a significant miss for BMY.” — Cowen"

""We have transformed before, adding things like WiFi, larger bins and in-seat power, and we will continue to adapt as needed." — CEO Bob Jordan, April 2024; "...We’re not convinced [these] drive share shift when Southwest fails to offer a pricing advantage vs. a nonstop competitor." — J.P. Morgan, April 2023; "In-seat power, larger overhead bins and Wi-Fi are table stakes..." — Cowen, April 2024; "...Management reduced [their guidance] to $1.0 to $1.5B (vs $1.5B) of pre-tax profit improvements from network optimization and other initiatives. However, on our revised outlook, we’re now modeling $0 benefit in 2024... Network optimization so far has been inadequate..." — Seaport, April 2024"

"We have transformed before, adding things like WiFi, larger bins and in-seat power, and we will continue to adapt as needed. — CEO Bob Jordan, April 2024; ... We’re not convinced [these] drive share shift when Southwest fails to offer a pricing advantage vs. a nonstop competitor. — J.P. Morgan, April 2023; In-seat power, larger overhead bins and Wi-Fi are table stakes... — Cowen, April 2024; ...Management reduced [their guidance] to $1.0 to $1.5B (vs $1.5B) of pre-tax profit improvements from network optimization and other initiatives. However, on our revised outlook, we’re now modeling $0 benefit in 2024... Network optimization so far has been inadequate... — Seaport, April 2024"

"We have transformed before, adding things like WiFi, larger bins and in-seat power, and we will continue to adapt as needed. — CEO Bob Jordan, April 2024; ...We’re not convinced [these] drive share shift when Southwest fails to offer a pricing advantage vs. a nonstop competitor. — J.P. Morgan, April 2023; In-seat power, larger overhead bins and Wi-Fi are table stakes... — Cowen, April 2024; ...Management reduced [their guidance] to $1.0 to $1.5B (vs $1.5B) of pre-tax profit improvements from network optimization and other initiatives. However, on our revised outlook, we're now modeling $0 benefit in 2024... Network optimization so far has been inadequate... — Seaport, April 2024"

"We have transformed before, adding things like WiFi, larger bins and in-seat power, and we will continue to adapt as needed. — CEO Bob Jordan, April 2024; ...We’re not convinced [these] drive share shift when Southwest fails to offer a pricing advantage vs. a nonstop competitor. — J.P. Morgan, April 2023; In-seat power, larger overhead bins and Wi-Fi are table stakes... — Cowen, April 2024; ...Management reduced [their guidance] to $1.0 to $1.5B (vs $1.5B) of pre-tax profit improvements from network optimization and other initiatives. However, on our revised outlook, we're now modeling $0 benefit in 2024... Network optimization so far has been inadequate... — Seaport, April 2024"

"We have transformed before, adding things like WiFi, larger bins and in-seat power, and we will continue to adapt as needed. — CEO Bob Jordan, April 2024; We’re not convinced [these] drive share shift when Southwest fails to offer a pricing advantage vs. a nonstop competitor. — J.P. Morgan, April 2023; In-seat power, larger overhead bins and Wi-Fi are table stakes... — Cowen, April 2024; ...Management reduced [their guidance] to $1.0 to $1.5B (vs $1.5B) of pre-tax profit improvements from network optimization and other initiatives. However, on our revised outlook, we’re now modeling $0 benefit in 2024... Network optimization so far has been inadequate... — Seaport, April 2024"

"Neil Erlick was named Chief Corporate Development Officer of Nuvei in December 2020, making him a part of Nuvei’s Executive Management team. His biography states he, "spent nearly two decades in senior leadership roles at Paysafe Group." However, similar to Schwartz’s biography, he fails to state that he also worked at FireOne Group, a separate publicly traded company, as a named executive during the time period from 2004-2006 where it processed billions in illegal gambling transactions for U.S. customers and forfeited $19.2 million in criminal proceeds."

"Generac's press release fails to address that it acquired the business from Caledonia Investments, a public investment vehicle listed in the UK. Caledonia acquired the business from its founders, who cashed out in October 2018. The business was sold for £162 million ($213.1 million). Generac's press release also failed to disclose it paid $420.7 million, or a 97% valuation increase, for a business that barely grew revenues and showed margin deterioration in the past few years."

"Most importantly for the near-term future, we believe that Dexcom faces a particularly steep revenue growth cliff of at least ~18 months as the rate of incremental U.S. T1 CGM penetration decelerates, as the Libre 2 competes directly with the G6 at an ~80% discount, and as the Company fails to make traction in the T2 market without a down-market CGM offering until late 2020 / early 2021 at the earliest."

"Spousal Liability. Your spouse must sign a document that makes your spouse liable for all financial obligations under the franchise agreement even though your spouse has no ownership interest ... This guarantee will place both your and your spouse's marital and personal assets, perhaps including your house, at risk if your franchise fails. — Goosehead Insurance Franchise Disclosure Document"

"Spruce Point believes that Stryker doesn't cleanly provide investors with Mako sales figures. However, based on our research, we believe the market fails to appreciate both the size of the business, and the pressures it is under from disruptive pricing and sales from Zimmer Biomet, the #2 player in the industry. Mako revenues could exceed $1.0 billion, with prices dropping up to 30%"

"Notice carefully that LSPD's prospectus cloud image (right) fails to disclose customers, instead focusing on 47,000+ "Customer Locations". However, LSPD left a clue that allows us to calculate implied customers from the $500,000 GTV per customer. We estimate LSPD had 27,200 customers at IPO. This is 46% fewer customers than it reported just 5 months earlier."

"Heska Chairman Scott Humphrey's biography says he is a retired executive. It fails to disclose he is a Senior Advisor for a Canadian M&A called advisory firm called Clariti Advisors and a U.S. advisory firm called Sun Acquisitions, creating the potential for future conflicts of interest, as well as a director of two other private companies."

"Avery’s former Audit Committee Chair (and current member) Peter K. Barker has had an illustrious career. His biography in Avery’s financial filings fails to highlight his role at Stone Energy Corp (“Stone”), a Company that was investigated by the SEC and did a complete financial restatement through the time of his arrival."

"Spruce Point has serious concerns with Mr. Starrett who has served on the Board since 2010. Mr. Starrett's biography fails to disclose that he served on both the Boards of AFC Enterprises (Nasdaq: AFCE) from 1998 – 2005 and The Pantry (Nasdaq: PTRY) from 1999 – 2006 during the period when a financial restatements occurred."

"We believe the Company’s stock price underperformance versus both peers and the broader market indices is due to consistently poor financial performance, a lack of credibility from repeatedly failing to deliver on commitments to shareholders, and a history of problematic governance that fails to demand accountability."

"Spruce Point believes that MSCI's "average" ESG rating is woefully inaccurate and fails to acknowledge that Rollins settled charges with the SEC, has a large vehicle fleet with no plans to adopt EVs, uses pesticides that harm insects vital to the ecosystem, and has been cited in the past for cruelty towards animals."

"Zebra’s solutions are used heavily in applications to track and report inventory in retail and supply chain markets. Ironically, we identify a range of issues with Zebra’s inventory accounting and reporting that indicate Zebra itself fails to accurately manage and report inventory and may be delaying impairment."

"Heska fails to provide adequate financial disclosure to allow investors to properly assess business performance. We find that most of the omissions are provided by sector leader IDEXX Labs, suggesting Heska is not conforming to industry norms. Moreover, some Heska disclosures are simply wrong or inconsistent."

"Spruce Point believes there is rampant misunderstanding of CLEAR’s capital structure. Even Bloomberg fails to identify over $115 million of operating leases. However, we think the biggest disconnect is the multiple share classes that are convertible to Class A shares and the Tax Receivable Agreement (TRA)."

"A number of KOL’s indicated why the 33% explants rate in the NANS paper actually underestimates how often Nevro’s device fails: many patients just turn the device off and don’t bother to have it surgically removed because “they don’t want to go back to their doctor because he sold them on the idea.”"

"It is deplorable that BlackRock, as an industry leader and potential standard setter, fails to recognize that a director who has been on a board for over ten years (or longer) has compromised independence significantly, regardless of whether they are classified independent or not"

"The sell side values VRNT on a P/E basis against Non-GAAP EPS. This approach fails to take into account Verint's poor organic growth, the widening disparity between GAAP EPS and (low-quality) Non-GAAP EPS, and the Company's failure to grow cash flow despite a flood of M&A."

"Believes Company Announcement to De-Stagger Board Two Days Before Annual Meeting and 10 Years after More than 85 percent of Common Shareholders Voted for this Measure is Too Little Too Late and Fails to Address Deeply Imbedded Issues with Taubman Governance Structure."

"There are even more troubling indications that suggest its software fails to flag even the most basic of irreconcilable inputs. There is an order summary for a male under a female profile and an entry that says samples were received before they were even collected."

"Current investors trading TEM's stock may not be aware that the CEO was COO of HA-LO Industries (NYSE: HMK), which went bankrupt after acquiring Lefkofsky's Starbelly.com. His current bio fails to disclose this controversial period of his work history."

"We see ~45-60% near-term downside in DXCM as the U.S. T1 market is increasingly exhausted, as Dexcom fails to participate in the growth of the U.S. T2 CGM market, and as the release of the Libre 2 brings downward pricing pressure on the industry."

"Our criticism of FND's deficient disclosures extend to its Board relationships and related party dealings. For example, despite Peter Starrett serving on both the Boards of Floor & Decor and Boot Barn, FND fails to disclose that it sells to BOOT."

"In fact, this new disclosure proves absolutely nothing - it is an unverifiable, unaudited table of numbers in which QTT fails to even name the "state-owned and reputable financial institutions in the PRC" that supposedly hold ~75% of its cash."

"Spruce Point believes there are intercompany sales and purchases between Xylem and Evoqua, as well as competition overlap, but that the merger proxy fails to adjust for these transactions when depicting the pro forma combined organization."

"With less than a third of long-term pay tied to business growth the new compensation scheme - aligned with K27's flawed targets - fails to link management incentives to long-term performance metrics essential for a successful turnaround."

"Disney fails to set challenging financial performance targets (70% of annual bonus), including negative free cash flow targets in FY 2021 & 2022 and targets well below consensus estimates when comp plans for the year are made ('20-'23)"

"Disney fails to set challenging financial performance targets (70% of annual bonus), including negative free cash flow targets in FY 2021 & 2022 and targets well below consensus estimates when comp plans for the year are made ('20-'23)"

"Warning: Oatly’s Gross Margin is overstated because it fails to include outbound shipping and handling costs. After a review of many public companies in the dairy, frozen and packaged foods space, we find this to be industry standard."

"However, upon closer examination, BP's strategy not only leads to the likely destruction of shareholders value - to the benefit of US super-major shareholders - but also fails to advance the proposed environmental and social cause."

"Mr. Starrett's biography fails to disclose that he served on both the Boards of AFC Enterprises (Nasdaq: AFCE) from 1998 – 2005 and The Pantry (Nasdaq: PTRY) from 1999 – 2006 during the period when a financial restatement occurred."

"value proposition was not there — Lonza scientist; not a good investment — Samsung Biologics ex-lead scientist; would not feel comfortable — Chan Zuckerberg Biohub scientist; machine fails in 90% of experiments — Anonymous expert"

"We believe Alpha's cash flow statement does not give an accurate view of its core cash flow because it includes divested businesses, and fails to capture the critical cost of operating the Dominion Terminal export facility."

"The K27 medium-term plan fails to address the growth potential available to Kao through its Health & Beauty and Cosmetics brands. The lack of ambition makes it look like Kao’s management have an allergy to growth."

"Instrument often fails, including with standard assays that "just flat out didn't work"; incorrect signals; "confounded the algorithm"; numerous problems with mysterious causes; every run has something crop up."

"In a meeting with Elliott, Phillips management openly acknowledged that Phillips 66's value proposition fails to resonate with either refining or midstream investors—the very core audiences for this business."

"In a meeting with Elliott, Phillips management openly acknowledged that Phillips 66’s value proposition fails to resonate with either refining or midstream investors—the very core audiences for this business."

""[A]wards are permitted to vest for below median relative performance which therefore fails the pay for performance hurdle ... A vote against has been applied" — Legal & General Investment Management, 5/15/24"

"[A]wards are permitted to vest for below median relative performance which therefore fails the pay for performance hurdle ... A vote against has been applied — Legal & General Investment Management, 5/15/24"

"Warning: Oat prices and rapeseed oil, as measured by futures contracts, are up sharply in 2021. Curiously, Oatly fails to say anything about the effect of these commodity prices on its business prospects."

"Deloitte's Form AP is incorrect and fails to recognize that Australia is audited by Nexia Australia. It also fails to disclose that Singapore is audited by Nexia Singapore and India by CNK & Associates."

"Once the whiskey bubble bursts, and MGPI's braded liquor strategy clearly fails, investors will realize they own a mediocre ingredient Company, which would be valued at 1x sales and 8x – 9x EBITDA"

"However, if performance fails to improve, we believe changes must be considered, which should include a thoughtful examination of whether Match’s best path forward would be as a private company."

"As CHD’s core brands suffer, and as it pivots to more aggressive deals where it fails to hit its own targets and spins excuses, we fail to explain why CHD’s multiples extend to all time highs."

"It appears that TASK is minimizing its growing competition. It fails to say that it competes with Concentrix, Majorel and Sitel according to a former employee and competitor filings."

"HASI, on the other hand, fails to back out non-cash earnings from PIK interest income and gains on securitizations, which divorces the metric from its underlying cash generation."

"Awards are permitted to vest for below median relative performance which therefore fails the pay for performance hurdle.... — Legal & General Investment Management, May 15, 2024"