Coppersmith Presentation to Alere Inc Stockholders
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Poor Governance Breeds Entrenchment
COPPERSMITH
2. Alere Entrenchment Results in Reactive, Not Real, Proactive Change
We believe Alere's Board and governance structure is arranged in a manner that has the effect of preserving Chairman & CEO
Zwanziger's position and inhibiting the Board's role as a counterbalance to management
▪ Over the last ten years Alere's Nominating and Corporate Governance Committee reports meeting only 13 times total,
potentially explaining the following:
> Alere's six incumbent directors have an average tenure of 10 years on Alere's Board (Alere was formed only 12 years ago)
> Two have a combined 38 years as board members of companies run by Chairman & CEO Zwanziger³8
> Prior to its reactive new nominations for this Annual Meeting, Alere had added only two directors in ten years
> Board presently includes 3 insiders who have worked for companies led by Chairman & CEO Zwanziger for decades,
including at prior companies
> Of the 7 reported 'independent' directors, 3 were directors at Chairman & CEO Zwanziger's prior company; two of whom
collaborated on personal investments with Mr. Zwanziger; the 3rd headed a JV partner³8
> These investment collaborations included an activist personal investment in a competitor
We believe Alere has effectively fended off private stockholder demands for change for years,
and fear Coppersmith's nominees may be stockholders' last chance for meaningful changeView entire presentation