WaterMill Asset Management Releases Presentation Detailing the Case for Urgent Change Atop Ziopharm Oncology - Seite 2

Nachrichtenquelle: Business Wire (engl.)
19.11.2020, 15:30  |  135   |   |   

The presentation prepared by the WaterMill slate includes specific detail pertaining to the case for change at Ziopharm. In our view, our slate shows how the incumbent Board:

  1. Allows and embraces interlocking director connections, including by just this week appointing a new director (Mary Thistle) with ties to one existing director (Elan Z. Ezickson) and one recently-departed director (Douglas Pagán).
  2. Disregards sound corporate governance practices, including by not having a majority voting standard in uncontested elections.
  3. Facilitates opaque capital raises that blindside and dilute sizable long-term shareholders – oftentimes in contradiction of Company statements suggesting that cash on hand is sufficient.
  4. Ignores the need for a disciplined capital allocation framework, as evidenced by the Company’s skyrocketing research and development costs and rising general and administrative expense figures.
  5. Maintains a misaligned executive compensation structure that has enabled c-level leaders to obtain significant incentive pay despite staggering value destruction.
  6. Maintains excessive and off-market director compensation for a small, struggling biotechnology entity.
  7. Permits internal financial control issues to linger for an entire year without explaining the material weakness to shareholders.
  8. Presides over negative returns over one-year, three-year, and five-year horizons without taking effective steps to reverse value destruction.
  9. Supports Scott Tarriff, who we believe is a highly-questionable Chairman with a record of concerning lawsuits and poor corporate performance.
  10. Shuns shareholders’ desire for more transparency pertaining to possible business deals, potential partnerships, and trials.

Our slate’s presentation also outlines a strategic vision for helping turn around Ziopharm. If elected to the Board, our director candidates plan to suggest that a Special Committee be formed to conduct a strategic review of the business. The ideal components of this review would include (but are not limited to):

  • Working with credible, third-party experts to value each of the Company’s assets.
  • Evaluating how much capital it may require for each specific asset to reach an inflection/monetization point.
  • Assessing the current methodology for allocating capital to each clinical and pre-clinical initiative.
  • Examining the current pipeline and progress for partnerships and business development deals.
  • Exploring the universe of new strategic and financial partners for the Company based on new Board members’ extensive relationships.
  • Identifying the ideal source or sources of go-forward capital to fund the reconstituted Board’s priority initiatives.
  • Reviewing all personnel, ranging from the c-level leaders to line employees, to identify talent needs and spot potential redundancies.
  • Benchmarking director and executive compensation relative to peers and similarly-situated public companies.
  • Conducting a credible shareholder perception study to inform an improved, more transparent investor relations program.
  • Assessing the quickest path to addressing internal financial control issues and amending anti-shareholder governance provisions.


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WaterMill Asset Management Releases Presentation Detailing the Case for Urgent Change Atop Ziopharm Oncology - Seite 2 WaterMill Asset Management Corp. (together with its affiliates, “WaterMill” or “we”), which collectively with the other participants in its consent solicitation beneficially owns approximately 3.3% of the outstanding shares of Ziopharm Oncology, …

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