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

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.

***