Coppersmith Presentation to Alere Inc Stockholders
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Poor Governance Breeds Unhealthy Concentration of Power
COPPERSMITH
Coppersmith believes Alere's bad performance is a direct result of its poor governance structure:
1. Alere suffers from an unhealthy concentration of power that impedes accountability and management-Board balance
2. This entrenchment stifles debate and discourages change, resulting in reactive not real, proactive changes
3. New nominees, chosen by management in a seeming rush to defend Alere's power structure, are unlikely to drive change
1. Concentration of Power: Combined Chairman & CEO Roles and No Lead Independent Director
▪ We believe this structure lays a foundation for Mr. Zwanziger's seemingly autocratic manner and deep entrenchment
▪ ISS rates Alere's Board structure as a "High Concern", due to issues such as the lack of a Lead Independent Director³6
▪ Glass Lewis recommended a "WITHHOLD" vote on the Chairman of the Nominating and Corporate Governance Committee
due to Alere's failure to appoint a Lead Independent Director³7
▪ In a meeting with Coppersmith on 4/30/13, Chairman & CEO Zwanziger singlehandedly rejected our Nominees
Only subsequently did Coppersmith receive a request from Alere's "Nominating Committee" for Coppersmith's Nominees to
interview with Alere's search firm
> Based on Chairman & CEO Zwanziger's prior autonomous rejection, we recommended interviews take place in context of
settlement discussions, which were rejected
▪ Alere's Board has no Finance Committee despite 6.0x leverage, $4.4B in debt and preferred stock, hundreds of M&A and
financing transactions since inception, $2.4B in floating debt and $3B due in the next 5 yearsView entire presentation