Trian Partners Activist Presentation Deck
Trian Strategic Initiative: Improve Corporate Governance
▪ The fact that P&G chose to engage in a proxy contest with Trian, rather than settle, speaks to the
state of P&G's corporate governance given:
Trian asked for one Board seat and Nelson has committed to recommending that the Board
reappoint the P&G nominee who is not re-elected
Trian has substantial "skin in the game"... ownership of ~$3.5bn of P&G stock... as opposed to
other independent Directors who collectively own less than $0.1bn of P&G stock
Nelson's long track record of revitalizing CPG companies
▪ Nelson will look to make P&G best-in-class from a corporate governance perspective:
1) Creating long-term shareholder value: 9 of 10 independent Directors saw P&G's stock significantly
underperform peers on their watch (see page 9)
2) Direct CPG experience on the Board: Nelson brings significant CPG experience to the Board. The
existing Board has virtually no CPG experience outside of P&G
3) Succession planning: 3 CEO changes in the last 8 years. All 3 were internal candidates with NO
external experience
4) Long-term strategic planning: Long-term financial and strategic planning is ultimately the Board's
responsibility. Lack of a consistent strategy at P&G has been a key driver of market share losses
5) Aligning compensation to performance: Management has been paid generously receiving around
100% of their annual target bonuses while P&G has underperformed. Nelson will seek to ensure the
Company's compensation program is aligned with shareholders' interests
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