Blackwells Capital Activist Presentation Deck slide image

Blackwells Capital Activist Presentation Deck

A Peloton's Board has created a culture of poor corporate governance that limits accountability to shareholders B C D BW CORPORATE GOVERNANCE AND MISALIGNMENT OF INTERESTS Insiders continue to retain control through dual-class share structure Executive Chairman John Foley is a distraction and continues to wield excessive influence Blackwells believes the Company's CEO search process was flawed, and we question whether Mr. McCarthy is the right leader The Board continues to be comprised of interconnected, unqualified legacy directors BLACKWELLS CAPITAL ■ Structure ens ▪ These insiders have a relatively small economic interest Substantial insider selling and pledging exacerbates misalignment with other shareholders ■ res that a small group of insiders continue to maintain voting control ▪ Mr. Foley appears to have significant personal financial issues that are a distraction (and create misalignment) even as he remains in the Company's highest leadership role and has outsized influence ▪ Mr. McCarthy's connection to Peloton directors calls into question his selection for this difficult role ▪ The timing of his appointment leads us to doubt the Board's claim that it conducted a thorough search ▪ Mr. McCarthy received a massive sign-on award that was not commensurate with the job or company ▪ On an ongoing basis, Mr. McCarthy will be one of the highest-paid executives in the country ■ Peloton's Board still has too many interconnected legacy directors ▪ The Board appears to lack critical skills and attributes 12
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