Third Point Management Activist Presentation Deck slide image

Third Point Management Activist Presentation Deck

LACK OF ACCOUNTABILITY Incumbent Board failed to hold CEO accountable ■ ■ Incumbent Board claims to maintain a "strong alignment between corporate performance and compensation" However, that same Board lavished its fellow board member Denise Morrison with more than $60 million in total compensation during her tenure as CEO. Over that time, earnings did not grow, leverage ballooned, and ROIC imploded. To pay so much for such poor performance suggests the incumbent Board either did not understand what was happening to the business (suggesting incompetence) or claimed it was paying for performance it knew it was not getting (suggesting deceit) Incumbent Board's complete failure to hold CEO accountable led to a compensation scheme that is insulting to Campbell employees and shareholders Note: Campbell quotation from 2017 proxy statement; FY11 Adj. EPS of $2.54 is above FY19 Adj. EPS guidance of $2.45-2.53 Source: Third Point LLC; Company Materials; Bloomberg THIRD POINT #RefreshTheRecipe | 26
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