Starboard Value Activist Presentation Deck | Slidebook.io

Starboard Value Activist Presentation Deck

May 2012, 96 slides

investor presentation may | Starboard Value

overview of starboard value | Starboard Value

why we are involved with | Starboard Value

why we are involved with | Starboard Value

real change is required at | Starboard Value

real change is necessary now | Starboard Value

dramatic stock price bop | Starboard Value

weak historical financial performance | Starboard Value

weak financial performance relative to peer groups a i | Starboard Value

historical challenge has been a decline in access and search | Starboard Value

solution has been to try to grow its display business | Starboard Value

however the reality has been that the display business is not growing and continues to lose a significant amount of money | Starboard Value

we believe display strategy has resulted in approximately billion in value destruction | Starboard Value

currently we believe the display business is losing over million per year | Starboard Value

and the losses in display do not appear to be getting better | Starboard Value

yet appears solely focused on its status quo strategy | Starboard Value

we do not believe display is being operated efficiently | Starboard Value

has built one of the content destinations i | Starboard Value

however we do not believe is operating these assets efficiently | Starboard Value

other similarly sized premium content sites are highly profitable | Starboard Value

smaller sized premium content sites are also highly profitable | Starboard Value

display business has scale and we believe can be run profitably | Starboard Value

display business is not profitable because it is pursuing a high cost strategy | Starboard Value

changes at the post are a prime example of excessive cost increases | Starboard Value

strategy has led to expenses outpacing revenue growth | Starboard Value

we do not believe patch is a viable business | Starboard Value

what is patch | Starboard Value

we believe patch is the single contributor to losses in display | Starboard Value

we believe the patch business model is flawed and will not succeed | Starboard Value

we do not believe patch is a scalable business model | Starboard Value

we believe has consistently underestimated the costs of operating patch on | Starboard Value

and monetization and profitability have remained elusive | Starboard Value

patch has failed to sell a meaningful portion of its slots to local advertisers | Starboard Value

the majority of local advertisers do not renew their contracts | Starboard Value

local businesses can bypass patch high rate cards | Starboard Value

it appears fills patch slots with remnant inventory | Starboard Value

it appears national advertisers do not value patch | Starboard Value

we believe additional surveys confirm that national advertisers do not value patch | Starboard Value

so is patch a viable business model | Starboard Value

we do not believe patch is a viable business model | Starboard Value

recently issued revenue guidance of million per year in patch is not satisfactory | Starboard Value

we also question how much of patch revenue is actually derived from demand for patch | Starboard Value

appears to be pushing ads to patch that could have been used on other properties to inflate patch revenue and justify continued investment | Starboard Value

a strategy of hope for patch is not acceptable | Starboard Value

we believe losses in the display business must be analyzed independently | Starboard Value

we believe losses in each of the display businesses are unacceptable and in our view must be independently analyzed by the board immediately | Starboard Value

owned content properties do not drive search on | Starboard Value

patch certainly does not drive search on | Starboard Value

we seriously question whether owning content actually improves search | Starboard Value

why would users reading owned sports content on be less interested in search on | Starboard Value

what actually drives search on | Starboard Value

we believe any decision to invest in display should be viewed independently | Starboard Value

we have serious concerns with executive compensation practices | Starboard Value

starboard hired a leading independent compensation consulting firm to analyze peer group and compensation practices | Starboard Value

leading independent proxy advisory firms have also expressed serious concerns with peer group and compensation practices | Starboard Value

iss has raised serious concerns about pay for performance practices | Starboard Value

glass lewis rated compensation program structure as poor | Starboard Value

we believe determining the right peer group is critical because it represents the foundation upon which compensation planning and relative performance is measured | Starboard Value

peer group selection violated iss and glass lewis guidelines | Starboard Value

of the companies selected for its peer group do not fall within the peer group guidelines of both iss and glass lewis | Starboard Value

peer group included some of the world companies | Starboard Value

in glass lewis commented that of peer group was outside of its recommended market cap range | Starboard Value

despite concerns expressed by iss and glass lewis on compensation peer group selection still violates best practices | Starboard Value

of the companies selected for its peer group do not fall within the peer group guidelines of both iss and glass lewis | Starboard Value

peer group still includes some of the world companies why | Starboard Value

the independent compensation consulting firm we engaged constructed a far more appropriate peer group for | Starboard Value

the independent peer group is comprised of companies that are similar in terms of scope and scale of the business | Starboard Value

unlike peer group the independent peer group for is closely aligned with iss and glass lewis best practices | Starboard Value

compared to the independent peer group it appears short term pay is significantly with performance | Starboard Value

total cash compensation as a percentage of is significantly higher than the independent peer group | Starboard Value

and realized value from stock and options have been higher than the independent peer group despite the worst stock price performance | Starboard Value

we believe compensation peer group and pay for performance practices are unacceptable | Starboard Value

recently approved what appears to be another lucrative pay package for | Starboard Value

our nominees have a better plan to enhance shareholder value | Starboard Value

substantially improve the profitability of display | Starboard Value

take action on patch immediately | Starboard Value

evaluate other opportunities for value creation | Starboard Value

ask the difficult questions to focus the company on dramatically improving profitability and value for all shareholders | Starboard Value

starboard involvement has been positive for shareholders | Starboard Value

we believe actions taken by have only been reactionary to starboard involvement | Starboard Value

other recent statements by are also highly reactionary | Starboard Value

we believe actions and statements have done nothing to address the losses in the display business | Starboard Value

our nominees are better | Starboard Value

we have serious concerns as to the true independence of board tain star | Starboard Value

collectively independent board members own only of outstanding shares outright | Starboard Value

we have serious questions regarding incumbent board members | Starboard Value

we have serious questions regarding incumbent board members | Starboard Value

we have serious questions regarding incumbent board members | Starboard Value

starboard nominees have strong relevant experience | Starboard Value

starboard nominees have strong relevant experience | Starboard Value

starboard nominees have strong relevant experience | Starboard Value

appendix | Starboard Value

director nominees | Starboard Value

director nominees | Starboard Value

director nominees | Starboard Value

| Starboard Value

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