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
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