NEW CEO INTELLIGENCE OCTOBER 2015 - MONTHLY REPORT...9 Owens-Illinois, Inc. OI Internal Mixed No 35 10 Par Petroleum Corporation PARR Internal Lack of data No 39 11 The Manitowoc Company,

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NEW CEO INTELLIGENCE

OCTOBER 2015 - MONTHLY REPORT

A RESEARCH PRODUCT OF

MARCH INTELLIGENCE RESEARCH LLP

Copyright Warning: It is a violation of federal copyright law to reproduce all or part of this publication for any purpose without the prior written consent of March Intelligence Research LLP. Email [email protected] if you wish to have multiple copies sent to you. ©2015-2016 by March Intelligence Research LLP. All rights reserved.

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INDEX

S.No Company Name Ticker Type Track record of new CEO

Significant Situation

Page

number

1 Terex Corporation TEX External Medium Yes 3

2 CalAtlantic Group CAA Internal Medium No 9

3 PJT Partners, Inc. PJT Internal Medium No 14

4 Investment Technology Group ITG External Medium Yes 17

5 Wendy’s Co WEN Internal Medium No 20

6 Standard Motor Products, Inc. SMP Internal Medium No 24

7 Greif, Inc. GEF Internal Medium No 27

8 CIT Group Inc. CIT Internal Mixed Yes 31

9 Owens-Illinois, Inc. OI Internal Mixed No 35

10 Par Petroleum Corporation PARR Internal Lack of data No 39

11 The Manitowoc Company, Inc MTW Interim Lack of data No 42

12 Ralph Lauren Corp. RL External Lack of data No 44

13 Chico's FAS, Inc CHS External Lack of data No 48

14 National Health Investors, Inc. NHI Internal Lack of data No 50

15 Enable Midstream Partners, LP. ENBL Internal Lack of data No 53

16 Walter Investment Management Corp. WAC Internal Lack of data No 55

17 Diamond Hill Investment Group, Inc. DHIL Internal Lack of data No 57

18 AK Steel Holding Corporation AKS Internal Lack of data No 59

19 Cocrystal Pharma, Inc. COCP Internal Lack of data No 61

20 3D Systems Corporation DDD Interim Lack of data No 64

21 Arena Pharmaceuticals, Inc. ARNA Interim Lack of data No 66



Terex Corporation (NYSE:TEX)

I. Executive Summary a) Significant situation at the time of appointment of new CEO

1. Pending merger In August 2015, Terex Corporation entered into a merger agreement with Konecranes and the new company will be named Konecranes Terex Plc. The transaction is subject to approval by shareholders and is expected to close in the first half of 2016. 2. Exit of CEO after recent stock price crash

Mr. DeFeo, who served as CEO since March 1995, will cease to be CEO effective November 2, 2015. During his tenure, the company’s revenue increased from $501 million in 1995 to $7.3 billion in 2014. Recent stock price erosion: In the last 14 months, the company’s stock price crashed by more than

50%. b) Past track record of the new CEO External appointment: On October 15, 2015, Terex Corporation appointed John L. Garrison, Jr. as

President and CEO effective November 2, 2015.

What we like

1. During Mr. Garrison’s tenure at Textron, Inc. (NYSE: TXT) Textron, Inc. (Market capitalization: $11.2 billion) is a multi-industry company engaged in

aircraft, defence, industrial and finance businesses. Mr. Garrison joined Textron, Inc. in 2002. Mr. Garrison served as CEO of Bell Helicopter segment of Textron from August 2009 to October

2015. During his tenure in Bell Helicopter, revenue increased organically from $2.8 billion in 2009 to $4.2 billion in 2014.

Suggested further reading: http://www.bjtonline.com/business-jet-news/bell-helicopters-john-l-garrison-jr

2. During Mr. Garrison’s tenure at Azurix Corp. Azurix Corp. is a water services company. Mr. Garrison served as CEO of Azurix Corp. from August 2000 to 2002. During his tenure: The company’s share price increased 81%, from $4.625 per share in August 2000 to $8.375 per

share in March 2001. In March 2001, Enron Corp. (parent company of Azurix Corp. that held more than 50% ownership

in it) acquired all the remaining shares of Azurix Corp. for $8.375 per share. Our concern

During Mr. Garrison’s tenure at Textron, Inc. (NYSE: TXT) Mr. Garrison served as President of “Industrial” segment from November 2007 to August 2009. Even though he cannot be held totally responsible, it is to be noted that during his tenure segment financials declined due to recession. c) Ranking

TRACK RECORD OF CEO: MEDIUM SIGNIFICANT SITUATION: YES


http://www.bjtonline.com/business-jet-news/bell-helicopters-john-l-garrison-jr


II. Basic Information Market capitalization: $2.02 billion Business Terex Corporation is a lifting and material handling solutions company reporting in five business segments: Aerial Work Platforms, Construction, Cranes, Material Handling & Port Solutions and Materials Processing. Terex manufactures a broad range of equipment for use in various industries, including the construction, infrastructure, manufacturing, shipping, transportation, refining, energy, utility, quarrying and mining industries. Insider Ownership All directors and executive officers as a group hold 3.6%. Recent management and board changes

Date Name Appointment/ Resignation

Title

Effective November 2, 2015 Ronald M. DeFeo Resignation CEO

August 19, 2015 Tim Ford Resignation President, Terex Cranes

August 19, 2015 Ken Lousberg Appointment President, Terex Cranes

August 19, 2015 George Ellis Appointment SVP, Operations Planning and President, Terex Construction.

August 19, 2015 Scott Hensel Appointment VP and Managing Director, Terex Utilities and Services

Value Investors

The following value investors held the company’s shares as of 2nd quarter of 2015: Appaloosa Management, Atlantic Investment Management, Barrow Hanley Mewhinney & Strauss, Dreman Value Management, Fisher Asset Management, NWQ Investment Management Company, Passport Capital, Point72 Asset Management, Pzena Investment Management, Schneider Capital Management, Snow Capital Management, Tudor Investment Corp.

III. Detailed past track record analysis John L. Garrison, Jr Mr. Garrison joins Terex from Textron, Inc. (NYSE: TXT) where he served as President and CEO of their Bell Helicopter Segment. Prior to joining Bell, he served as President of Textron’s Industrial segment, which comprises four businesses: E-Z-GO, Greenlee, Jacobsen and Kautex. Before that, he was President of E-Z-GO. John joined Textron in 2002 from Azurix Corporation, a global water company, where he was Chairman, President and CEO. He previously was Vice President and General Manager of Case Corporation’s North American Agricultural Group and Vice President and General Manager for Case’s Agricultural Systems Group. John earned a Master’s degree in Business Administration from Harvard University, and his Bachelor’s degree in Engineering from West Point (Class of 1982). He also completed Textron’s Global Leadership program at the University of Pennsylvania’s Wharton School. He served 10 years on active duty in the US Army as an Airborne Ranger qualified artilleryman and taught in the Department of Social Sciences at the US Military Academy at West Point, NY.



John serves as Board President for the American Helicopter Society International, as a Board Member for the General Aviation Manufacturers Association (GAMA), and as a Cabinet Member of the Marine Corps Scholarship Foundation’s American Patriots Campaign. He is also a member of Textron’s executive leadership team. 1. Mr. Garrison’s tenure with Textron, Inc. (NYSE: TXT)

Textron, Inc. is a multi-industry company engaged in aircraft, defence, industrial and finance businesses. Mr. Garrison joined Textron in 2002. Job titles August 2009 to October 2015: CEO and President of Bell Helicopter segment of Textron, Inc. November 2007 to August 2009: President of Industrial Segment, Textron, Inc. 2002 to 2007: President of E-Z GO, Inc., a subsidiary of Textron, Inc. (i) Bell Helicopter segment Bell Helicopter is the supplier of military and commercial helicopters, tiltrotor aircraft, and related spare parts and services. Mr. Garrison served as CEO and President of Bell Helicopter from August 2009 to October 2015. Bell Helicopter segment accounted for 31% of Textron’s total revenue. During his tenure, segment’s revenue increased organically from $2.8 billion in 2009 to $4.2 billion in 2014. Segment profit increased from $304 million in 2009 to $639 million in 2012 and decreased to $529 million in 2014. Suggested readings: http://www.bjtonline.com/business-jet-news/bell-helicopters-john-l-garrison-jr http://www.dmagazine.com/publications/d-ceo/2013/march/a-new-look-for-bell-helicopter Bell Helicopter financials

$ in millions 2009 2010 2011 2012 2013 2014

Revenue 2,842 3,241 3,525 4,274 4,511 4,245

Operating expenses 2,538 2,814 3,004 3,635 3,938 3,716

Profit 304 427 521 639 573 529

Profit margin 11% 13% 15% 15% 13% 13% *Year ended December 31

Notes 2014 vs. 2013 In FY ’14, segment revenue decreased due to lower sales activity across the commercial helicopter market, lower aircraft deliveries and production support. Segment profit decreased due to lower commercial volume and an unfavourable mix of commercial aircraft deliveries. 2013 vs. 2012 In FY ’13, segment revenue increased due to higher volume in military programs, and higher commercial revenues, largely due to higher aircraft volume. Segment profit decreased by $66 million due to unfavourable mix of commercial aircraft deliveries.


http://www.bjtonline.com/business-jet-news/bell-helicopters-john-l-garrison-jr

http://www.dmagazine.com/publications/d-ceo/2013/march/a-new-look-for-bell-helicopter


2012 vs. 2011 In FY ’12, segment revenue increased due to increase in commercial volume, increase in volume related to the V-22 program and military volume. Segment profit increased by $118 million due to the impact of higher volume in commercial aircraft and military businesses. 2011 vs. 2010 In FY ’11, revenues increased primarily due to increase in volume related to the V-22 program. Segment profit increased $94 million due to improved program performance. 2010 vs. 2009 In FY ’10, revenues increased due to increase in volume related to the V-22 program, primarily reflecting higher deliveries and increase in other military volume. Segment profit increased by $123 million due to improved program performance. Others: No acquisition in this segment. (ii) Industrial Segment Industrial segment accounted for approximately 20% of the company’s total revenues in 2009. Mr. Garrison served as President of “Industrial” segment from November 2007 to August 2009. During his tenure, segment revenue and profit decreased 26% and 84% respectively from 2007 to 2009 reflecting lower demand due to the economic recession. Industrial segment financials

$ in millions 2007 2008 2009

Revenue 2,825 2,918 2,078

Profit 173 67 27

Profit margin 6% 2% 1% *Year December 31

Notes 2009 vs. 2008 In 2009, revenues decreased due to lower volume, reflecting lower demand due to the economic recession, and an unfavourable foreign exchange impact of $51 million. Profit decreased due to the impact from lower volume, partially offset by improved cost performance and lower inflation. 2008 vs 2007 In 2008, revenues increased due to favourable foreign exchange impact and favourable impact from an acquisition, partially offset by lower volume of $62 million. Profit decreased due to inflation in excess of pricing of $61 million, impact of lower volume and mix of $54 million. Others: No acquisition in this segment. 2. Mr. Garrison’s tenure with Azurix Corp.

Azurix Corp. is a water services company. Azurix was formed by Enron Corp. in 1998 and Azurix’s IPO was completed in June 1999 at $19 per share. Even after the IPO, Enron Corp. held more than 50% of the company’s shares. Note: In October 2001, Enron’s scandal broke out and it filed for bankruptcy in December2001.



Mr. Garrison joined Azurix in April 1999. Job titles August 2000 to 2002: Chairman and CEO. March 2000 to August 2000: President and COO. December 1999 to March 2000: President of Europe/South America at Azurix Corp. April 1999 to November 1999: Managing Director Situation at the time of appointment of Mr. Garrison as CEO of Azurix Corp.: The company’s share price crashed from $19 per share (since IPO) in June 1999 to $4.625 per

share in August 2000. Even though the company’s operating revenue for the six months ended June 30, 2000 increased

55% due to acquisition, its net income decreased by 51%. Mr. Garrison was appointed as CEO in August 2000 to revitalize Azurix Corp. Suggested further reading: http://www.frost.com/prod/servlet/market-insight-print.pag?docid=RTOS-4U75H5 Mr. Garrison served as CEO of Azurix Corp. from August 2000 to 2002. During his tenure: (a) Azurix Corp. was taken private by Enron Corp. In March 2001, Enron Corp. acquired all the remaining shares of Azurix Corp. for $8.375 per share. (b) Share price performance The company’s share price increased 81%, from $4.625 per share in August 2000 to $8.375 per share in March 2001. (c) Financials During his tenure, revenues decreased from $567 million in the nine months ended September 30, 2000 to $526 million in 2001. During the same period, operating income decreased from $98 million to $(205) million and net income decreased from $10 million to $(320) million.

$ in millions 2000 2001

Revenue 567.5 526

Operating income 98 (205.1)

Net income 10.8 (320.0) *Nine months ended September 30

Notes The revenue decreased 7% for the nine months ended September 30, 2001, primarily due to the impact of the Wessex rate cut, effective April 1, 2000. Revenues at Azurix North America decreased primarily due to the completion of the Seattle-Tolt construction contract in the fourth quarter of 2000. Revenues at Lurgi decreased due to the cessation of its Brazilian operations. (d) Divesture In September 2001, Azurix's Board of Directors approved a plan to sell certain of Azurix's assets. In November 2001, Azurix entered into agreements to sell its assets in Mexico.


http://www.frost.com/prod/servlet/market-insight-print.pag?docid=RTOS-4U75H5


In November 2001, Azurix sold Azurix North America and the proceeds from the sale were approximately $155.9 million.

In May 2002, Azurix sold its Wessex water entity (which accounted for significant portion of Azurix’s total revenue) to YTL Corporation for $777 million.

(e) Impairment During the nine months ended September 30, 2001, the company recorded $232.6 million of impairments of long lived assets.

Compensation http://www.sec.gov/Archives/edgar/data/1080205/000095012901001807/h85480e10-k405.txt (Page: 93) Others: No acquisition/repurchase/dividend 3. Mr. Garrison’s tenure with Case Corporation

Case Corporation was a manufacturer of construction equipment and agricultural equipment. In 1999, Case Corporation was merged with New Holland Agriculture to form CNH Global. Mr. Garrison served as VP and General Manager of the North American Agricultural systems Group from August 1995 to April 1999. 4. Mr. Garrison’s tenure with Enron Development Corp.

Mr. Garrison served as Principal of Enron Development Corp., from July 1992 to July 1995. He was responsible for gas and power infrastructure development for the United States, Colombia and Mexico. 5. Mr. Garrison’s tenure in the US Army

Before joining industry, Mr. Garrison served 10 years on active duty in the US Army as an Airborne Ranger, commanding an 8 inch Artillery Battery in the Republic of Korea, and taught in the Department of Social Sciences at the United States Military Academy. Others Mr. Garrison served as Trustee of Manufacturers Alliance/MAPI, Inc. He served as an Executive Director of Azurix. He serves on the Board of the Club Managers Club Foundation.


http://www.sec.gov/Archives/edgar/data/1080205/000095012901001807/h85480e10-k405.txt


CalAtlantic Group, Inc. (NYSE:CAA)

I. Executive Summary

a) Significant situation at the time of appointment of new CEO

Merger: In October 2015, Ryland Group merged with Standard Pacific Corp. to form CalAtlantic Group.

b) Past track record of the new CEO Internal appointment: On October 5, 2015, CalAtlantic Group appointed Larry T. Nicholson as its CEO and President. What we like I. Mr. Nicholson grew from Construction Manager to CEO in the home building industry Mr. Nicholson has more than 32 years experience in the homebuilding industry. Mr. Nicholson started his career as a Construction Manager in 1983 and joined Ryland in March

1996 as VP of Operations for the Southeast Region. In 2009, he became CEO of Ryland. 2. Mr. Nicholson’s tenure with Ryland Group (NYSE: RYL) The Ryland Group, Inc. is a homebuilder and a mortgage finance company. Mr. Nicholson joined the company in 1996. Mr. Nicholson served as CEO from 2009 to 2015. During his tenure: The company’s share price increased 138%, from $17.08 per share in May 2009 to $40.8 per

share in September 2015. The company’s revenue grew 136%, from $1.1 billion in 2009 to $2.6 billion in 2014. During the

same period, net income increased from $(162) million to $176 million. The company’s total assets increased from $1.6 billion in 2009 to $3.0 billion in 2014. The company declared $32.6 million as dividend to its shareholders and repurchased $29.6

million worth of shares. In October 2015, Ryland Group merged with Standard Pacific Corp to form CalAtlantic Group. The

combined company is the nation’s fourth largest home builder. Our concern Highest paid CEOs among public home builders in 2014 Mr. Nicholson served as CEO of Ryland Group, Inc. from 2009 to 2015. As per builderonline.com, Mr. Nicholson was one of the top 10 highest compensated CEOs among public home builders in 2014. Mr. Nicholson received $8.5 million as total compensation in 2014. http://www.builderonline.com/money/6-larry-t-nicholson-the-ryland-group_o RANKING TRACK RECORD OF CEO: MEDIUM

SIGNIFICANT SITUATION: NO


http://www.builderonline.com/money/6-larry-t-nicholson-the-ryland-group_o


II. Basic Information Market capitalization: $5 billion Business CalAtlantic Group, Inc. (NYSE: CAA), a combination of Standard Pacific Corp. and Ryland Group, Inc.,

two of the homebuilders, offers well crafted homes in thoughtfully designed communities that meet

the desires of customers across the homebuilding spectrum, from entry level to luxury, in 41

Metropolitan Statistical Areas, spanning 17 states.

Insider Ownership

All directors and executive officers as a group hold 48% of common stock and 100% of senior

preferred stock.

Recent management and board changes / Value Investors

NA

III. Detailed past track record analysis

Larry T. Nicholson Mr. Nicholson, 57 was promoted in June 2009 to the position of Chief Executive Officer of Ryland. Mr. Nicholson has been with Ryland since 1996 when he joined as a Division President in the South Region. Throughout his working career, Mr. Nicholson has held a wide variety of positions within the homebuilding industry. Given his expertise as a senior manager at all key levels within the organization and his extensive knowledge about the homebuilding business, Mr. Nicholson now leads the organization with all the critical skills necessary to continue Ryland’s role as a leading public homebuilder. His role on the Board is essential to linking the operational and strategic decisions necessary to continue Ryland’s success. 1. Mr. Nicholson’s tenure with Ryland Group, Inc. (NYSE: RYL)

The Ryland Group, Inc. is a homebuilder and a mortgage finance company. Mr. Nicholson joined the company in 1996. Job titles May 2009 to 2015: CEO 2008 to 2015: President 2007 to 2009: COO 2005 to 2007: SVP of the company and President of the Southeast Region of Ryland Homes 1999 to 2004: President of the Orlando Division of Ryland Homes I. Mr. Nicholson served as CEO from 2009 to 2015. During his tenure: (a) Stock price performance: The company’s share price increased 138%, from $17.08 per share in May 2009 to $40.8 per share in September 2015.



(b) Merger of the company under his leadership In October 2015, Ryland Group merged with Standard Pacific Corp. to form CalAtlantic Group. The combined company is the nation’s fourth largest home builder. Note: Ryland Group’s market capitalization was $1.9 billion at the time of merger. (c) Financials: The company’s revenue increased organically from $1.1 billion in 2009 to $2.6 billion in 2014.

During the same period, operating income increased from $(240) million to $284 million and net income increased from $(162) million to $176 million.

Total assets increased from 1.6 billion in 2009 to $3.0 billion in 2014. Financials – Ryland group

($ in millions) 2009 2010 2011 2012 2013 2014

Revenue 1,185 1,001 890 1,308 2,141 2,615

Income (loss) from continuing Operations before taxes

(240) (81) (33) 44 196 284

Net income (162) (85) (51) 40 379 176

Total Assets 1,694 1,653 1,579 1,934 2,780 3,052

*Year ended December 31

Notes: 2014 vs. 2013 Revenue increased 22.2% in 2014 due to rise in closings and higher average closing price of

homes delivered. Net income decreased due to a $258.9 million tax benefit related to the reversal of the company's

deferred tax valuation allowance in 2013, which restored income tax expense in 2014. 2013 vs. 2012 Revenue increased 63.6% in 2013 due to rise in closings and higher average closing price of

homes delivered. Net income increased due to a reversal of the company's deferred tax asset valuation allowance, a

rise in closing volume, a reduced selling, general and administrative expense ratio, pretax charges related to early retirement of debt in 2012 and a decline in interest expense.

2012 vs. 2011 Revenues increased 47.1% in 2012 due to rise in closings and increase in average closing price of

homes delivered. Net income increased from $(51) million in FY ’11 to $40 million in FY ’12 primarily due to a rise

in closing volume, higher housing gross profit margin, a decline in interest expense and a reduced selling, general and administrative expense ratio.

2011 vs. 2010 Revenues decreased 11.1% in 2011 due to decline in closings of homes delivered. Net loss for 2011 was primarily due to lower inventory and other valuation adjustments and

write-offs.



2010 vs. 2009 Revenues decreased 15.5% in 2010 due to decline in closings of homes delivered. Net loss for 2010 was primarily due to lower inventory and other valuation adjustments and

write-offs. (d) Negative free cash flow During his six years of tenure as CEO, the company generated negative free cash flows in five years.

($ in millions) 2009 2010 2011 2012 2013 2014

Cash from Operating Activities 278 (68) (158) (111) (260) (95)

Capital Expenditures (2) (12) (11) (12) (20) (23)

Free Cash Flow 276 (80) (169) (123) (280) (118)


(e) Debt The company’s debt increased from $854 million in FY ’09 to $1.5 billion in FY ’14.

$ in millions 2009 2010 2011 2012 2013 2014

Total debt 854 880 874 1,134 1,470 1,532


(f) Dividends The company declared $32.6 million as dividend to its shareholders. (g) Repurchase The company repurchased $29.6 million worth of shares. (h) Highest paid CEOs among public home builders As per builderonline.com, Mr. Nicholson was one of the top 10 highest-compensated CEO’s among public home builders. Mr. Nicholson received $8.5 million as total compensation in 2014. http://www.builderonline.com/money/6-larry-t-nicholson-the-ryland-group_o Compensation

http://www.sec.gov/Archives/edgar/data/85974/000130817915000054/lryd2015_def14a.htm#lrylanda015

(Page: 29)

II. President of the Southeast Region of Ryland Homes Southeast Region of Ryland Homes Southeast Region of Ryland Homes accounted for 31.4% of the company’s total revenue in 2007. Mr. Nicholson served as President of the segment from 2005 to June 2007. Financials – Southeast Region of Ryland Homes

($ in millions) 2005 2006 2007

Revenue 1,258 1,522 929

Pretax earnings (loss) 179 253 (59) *Year ended December 31


http://www.builderonline.com/money/6-larry-t-nicholson-the-ryland-group_o

http://www.sec.gov/Archives/edgar/data/85974/000130817915000054/lryd2015_def14a.htm#lrylanda015


Notes: In general, the company was significantly affected by fluctuations in economic activity, interest rates and levels of consumer confidence. During 2007, a significant decrease in the availability of mortgage products, due to a tightening of credit standards, negatively impacted the company's ability to attract homebuyers. The company's business is also affected by local economic conditions, such as employment rates and housing demand, in the markets in which it operates. 2007 vs. 2006 Segment revenue decreased in 2007 due to decline in the number of homes delivered. 2006 vs. 2005 Segment revenue increased 21% in 2006 due to rise in the number of homes delivered and increase in the average sales price of homes delivered. Other experience Upon graduation in 1979, Mr. Nicholson was drafted by the Pittsburgh Pirates Baseball

Organization and spent two years as a player. Mr. Nicholson entered the homebuilding industry in 1983 with Fairfield Communities in Boca

Raton, Florida as a Construction Manager. Mr. Nicholson continued his career in 1988 with Berman Development Corporation, an apartment

developer out of Philadelphia and then in 1993 with Transeastern Properties in Coral Springs, Florida.



PJT Partners, Inc. (NYSE:PJT)



Spin-off: On October 1, 2015, Blackstone (NYSE:BX) completed the spin-off of its financial and

strategic advisory services, restructuring and reorganization advisory services and Park Hill Group

businesses, which have been combined with PJT Capital, LP (a global independent financial

advisory firm founded by Paul J. Taubman) to form an independent, publicly traded company called

PJT Partners, Inc.

b) Past track record of the new CEO Internal appointment: On October 1, 2015, Paul J. Taubman was appointed as CEO of PJT Partners,

Inc.

What we like

1. Mr. Taubman’s tenure with Morgan Stanley (NYSE: MS) Mr. Taubman served Morgan Stanley for more than 30 years and he was one of the top executives

in Morgan Stanley. Mr. Taubman served as EVP and Co-President of Institutional Securities (which accounted for 47% of the company’s total revenue in 2012) from January 1, 2010 to December 31, 2012. In 2012, Mr. Taubman was considered one of the potential candidates to become the CEO of

Morgan Stanley. 2. Rise of Mr. Taubman as an independent financial adviser After he resigned from Morgan Stanley, Mr. Taubman founded PJT Capital, LP, a global independent financial advisory firm in 2013. Mr. Taubman was featured in the “Top 15 Financial Advisers” in the first quarter of 2014. In February 2014, Verizon acquired the remaining 45% stake in Verizon Wireless from Vodafone for approximately $130 billion. Mr. Taubman was one of the lead financial advisers in this deal. c) Ranking

TRACK RECORD OF CEO: MEDIUM SIGNIFICANT SITUATION: NO

II. Basic Information Market capitalization: 817 million. Business PJT Partners is a global independent financial advisory firm. The company’s veteran team of

professionals, including 46 partners, delivers a wide array of strategic advisory, restructuring and

reorganization and fund placement and secondary advisory services to corporations, financial

sponsors, institutional investors and governments around the world.



III. Detailed past track record analysis Paul J. Taubman Paul J. Taubman has been Chairman of the Board and Chief Executive Officer at PJT Partners, Inc. since October 1, 2015. Mr. Taubman served as Executive Vice President and Co-President of Institutional Securities of Morgan Stanley from January 1, 2010 to December 31, 2012. Mr. Taubman served as the Global Head of Investment Banking at Morgan Stanley from January 2008 to December 2009 and also served as its Global Co-Head of Investment Banking from July 2007 to January 2008 and Co-Head of Global Mergers and Acquisitions from May 2005 to July 2007. He joined Morgan Stanley in 1982 and served as its Vice President since 1991, a Principal since 1993 and Managing Director since 1995. He rejoined Morgan Stanley as an Associate in the Mergers & Acquisitions department. Mr. Taubman attended The Wharton School at the University of Pennsylvania and earned a Bachelor of Science degree in Economics in 1982. He earned his MBA from Stanford University's Graduate School of Business in 1986. 1. Mr. Taubman’s tenure with Morgan Stanley (NYSE: MS) Morgan Stanley is an investment firm specializing in wealth management, investment banking and sales and trading services. Mr. Taubman joined Morgan Stanley in 1982. Mr. Taubman was in the Corporate Finance department during 1984. After receiving his MBA in 1986, he rejoined Morgan Stanley as an Associate in the Mergers & Acquisitions department. Job titles January 1, 2010 to December 31, 2012: EVP and Co-President of Institutional Securities. January 2008 to December 2009: Global Head of Investment Banking. July 2007 to January 2008: Global Co-Head of Investment Banking. May 2005 to July 2007: Co-Head of Global Mergers and Acquisitions. Mr. Taubman was elected a VP in 1991, a Principal in 1993 and Managing Director in 1995. Institutional Securities segment Institutional Securities accounted for 47% of the company’s total revenue. Mr. Taubman served as EVP and Co-President of Institutional Securities from January 1, 2010 to December 31, 2012.

(in $ millions) 2010 2011 2012

Net revenue 16,402 17,683 11,025

Income (loss) from continuing operations

4,056 3,670 (627)

Net income (loss) applicable to Morgan Stanley

2,546 3,344 (923)

* Year ended December 31

Timing of exit from Morgan Stanley Paul Taubman and Colm Kelleher served as Co-Presidents of Institutional Securities of Morgan

Stanley from January 2010 to December 2012. In November 2012, Morgan Stanley promoted Mr. Kelleher as President of Institutional Securities

and Mr. Taubman retired as Co-President of Institutional Securities effective December 2012. It is to be noted that Mr. Taubman was considered one of the potential candidates to become the CEO of Morgan Stanley.



2. Mr. Taubman’s tenure with PJT Partners After he resigned from Morgan Stanley, Mr. Taubman founded PJT Capital, LP, a global independent financial advisory firm in 2013. Rise of Mr. Taubman as an independent financial adviser Mr. Taubman was featured in the “Top 15 Financial Advisers” in the first quarter of 2014. It is to be noted that Morgan Stanley ranked No. 1 with a total deal value of $227 billion and Mr. Taubman was ranked No. 11 with a total deal value of $71 billion. Notable transaction: In February 2014, Verizon acquired the remaining 45% stake in Verizon Wireless from Vodafone for approximately $130 billion. Mr. Taubman was one of the lead financial advisers in this deal. Failed merger: In 2014, Comcast Corp. agreed to acquire Time Warner Cable, Inc. for $45.2 billion. Mr. Taubman was one of the lead financial advisers in this deal. In April 2015, the merger was called off. PJT Partners transactions: http://pjtpartners.com/transactions/ Suggested further readings: http://www.bloomberg.com/news/articles/2011-09-20/morgan-stanley-misses-deal-making-harmony-as-kelleher-clashes-with-taubman http://www.nytimes.com/2014/04/19/business/a-tiny-deal-maker-among-giants-standing-on-his-own.html?_r=0 Other experiences Mr. Taubman is Board President of New York Cares, New York City's largest volunteer organization.


http://pjtpartners.com/transactions/

http://www.bloomberg.com/news/articles/2011-09-20/morgan-stanley-misses-deal-making-harmony-as-kelleher-clashes-with-taubman

http://www.bloomberg.com/news/articles/2011-09-20/morgan-stanley-misses-deal-making-harmony-as-kelleher-clashes-with-taubman

http://www.nytimes.com/2014/04/19/business/a-tiny-deal-maker-among-giants-standing-on-his-own.html?_r=0

http://www.nytimes.com/2014/04/19/business/a-tiny-deal-maker-among-giants-standing-on-his-own.html?_r=0


Investment Technology Group (NYSE:ITG)



1. Active presence of Philadelphia Financial Management In March 2015, Philadelphia Financial Management (4.7%) and Voce Capital Management (1.6%)

sent a letter to the company, stating their intention to nominate three individuals for election to the Board.

In April 2015, the company entered into an agreement with Philadelphia Financial Management & Co. Pursuant to it, the company appointed Jarrett Lilien as a Director.

2. SEC investigation and termination of CEO (a) SEC Investigation In July 2015, the company announced that it had commenced settlement discussions with the “SEC Enforcement Division” in connection with the SEC’s investigation into a proprietary trading pilot operated within ITG’s AlterNet Securities, Inc. The company reserved $20.3 million for a probable settlement with the SEC and incurred $2.3 million in legal and other related costs associated with this matter, during the second quarter of 2015. (b) Stock price erosion and termination of CEO On hearing the news, the company’s share price crashed 23.5% on July 30, 2015. On August 3, 2015, ITG terminated the employment of Mr. Gasser as President and CEO. 3. Resignation of a Director due to difference of opinion with the Board: In July 2015, Kevin J.P. O’Hara resigned as a Director due to differences of opinion at the Board level. Mr. Hara’s letter: http://www.sec.gov/Archives/edgar/data/920424/000110465915054383/a15-16481_1ex99d2.htm

b) Past track record of the new CEO External appointment: On October 19, 2015, Investment Technology Group (ITG) announced that

Francis J. Troise would be appointed as President and CEO in January 2016.

What we like

Even though we do not have any publicly available financial information to evaluate the performance of Mr. Troise, it is to be noted he has held top position, as Global Head of Equities Electronic Trading, at both Barclays and at JP Morgan. Prior to that he served as “US Head of Equities Electronic Trading” at Lehman Brothers Holdings, Inc.,

c) Ranking TRACK RECORD OF CEO: MEDIUM SIGNIFICANT SITUATION: YES


http://www.sec.gov/Archives/edgar/data/920424/000110465915054383/a15-16481_1ex99d2.htm


II. Basic Information Market capitalization: $542.5 million Business ITG is an independent execution broker and research provider that partners with global portfolio managers and traders to provide unique data driven insights throughout the investment process. From investment decision through settlement, ITG helps clients understand market trends, improve performance, mitigate risk and navigate increasingly complex markets. ITG is headquartered in New York with offices in North America, Europe, and Asia Pacific. Insider Ownership All directors and executive officers as a group hold 4.3%. Recent management and board changes

Date Name Title Appointment/ Resignation

August 3, 2015 Robert Gasser President and CEO Termination

August 3, 2015 R. Jarrett Lilien Interim President and CEO Appointment

July 23, 2015 Kevin J.P. O’Hara Director Resignation

April 8, 2015 Jarrett Lilien Director Appointment

August 11, 2014 T. Kelley Millet Director Appointment

Value Investors Tudor Investment Corp. holds stake in the company as of 2nd quarter of 2015.

Exit of interim CEO Jarrett Lilien served as interim CEO since August 3, 2015. On October 19, 2015, the company announced that Mr. Lilien would continue to serve as interim CEO and President of the company until Mr. Troise commences employment with the company.

III. Detailed past track record analysis Francis J. Troise Francis J. Troise serves as the Managing Director and Head of US Equities Electronic Product Management at Lehman Brothers, Inc. His responsibilities include product management for the electronic trading of equities and listed options. Prior to his joining Lehman Brothers, Mr. Troise worked for eight years at ITG, Inc., a leading provider of technology based equity trading services. At ITG he was a Managing Director, responsible for client site sales and trading. Prior to that position, he served as a Senior Vice President and Chief Operating Officer at ITG . Before joining ITG, Mr. Troise worked in the financial services practice at Booz Allen & Hamilton. He serves as a Director of eBX, LLC. Mr. Troise holds an MBA from the MIT Sloan School of Management, and an MS in Operations Research from Columbia University. He also holds a BS in Electrical Engineering from Boston University. Notable Point Mr. Troise has more than 20 years experience in the financial services industry in a variety of capacities.



1. Mr. Troise’s tenure with JP Morgan (NYSE:JPM) JP Morgan is the investment banking arm of JPMorgan Chase & Co., a financial services firm. Mr. Troise joined JP Morgan in April 2010. From April 2010 to July 2014, he served as Global Head of Equities Electronic Client Solutions and since July 2014, he served as Global Head of Execution Services. 2. Mr. Troise’s tenure with Barclays Capital Barclays Capital provides investment banking advisory services. From September 2008 through April 2010, Mr. Troise served as Global Head of Equities Electronic Trading at Barclays Capital.

3. Mr. Troise’s tenure with Lehman Brothers Lehman Brothers was a global financial services firm. From March 2005 to September 2008, Mr. Troise worked at Lehman Brothers Holdings, Inc., where he served as the US Head of Equities Electronic Trading. His responsibilities included product management for the electronic trading of equities and listed options. On September 15, 2008, the firm filed for Chapter 11 bankruptcy

4. Mr. Troise’s tenure with ITG From 1997 to 2005, Mr. Troise was employed by ITG, Inc., a subsidiary of the company, where in his last position he served as Managing Director, responsible for client site sales and trading.

5. Mr. Troise’s tenure with Booz Allen Hamilton Booz Allen Hamilton is an American management consulting firm. Mr. Troise served as Senior Associate of Booz Allen Hamilton from 1995 to 1997.

6. Mr. Troise’s tenure with Accenture (formerly Andersen Consulting) Accenture is a multinational management consulting, technology services, and outsourcing company. Mr. Troise served as Manager of Accenture (formerly Andersen Consulting) from 1988 to 1993. 7. Mr. Troise’s tenure with NEC NEC Corp. (formerly Nippon Electric Co. Ltd.) is an electronic equipment and systems manufacturer. Mr. Troise served as Systems Engineer of NEC from 1987 to 1988. Others Mr. Troise currently serves on the Board of BIDS Holdings GP, LLC, Chi-X Global Holdings, LLC, and Neovest, Inc.


https://en.wikipedia.org/wiki/American_companies

https://en.wikipedia.org/wiki/Multinational_corporation

https://en.wikipedia.org/wiki/Management_consulting

https://en.wikipedia.org/wiki/Technology_services


Wendy’s Co. (NASDAQ:WEN)



Exit of Emil Brolick

Mr. Brolick served as CEO since September 2011. In October 2015, Mr. Brolick announced its plan to retire as CEO in May 2016. During his tenure: The company’s adjusted share price increased from $4.4 per share in September 2011 to

$11.28 in June 2015 and subsequently crashed to $8.75 per share in October 2015. The company’s revenue decreased from $2.5 billion in 2012 to $2.06 billion in 2014.

During the same period, net income increased from $7.1 million to $121.4 million. b) Past track record of the new CEO Internal appointment: On October 5, 2015, The Wendy’s Company appointed Todd Penegor as CEO effective from the first quarter of 2016.

What we like 1) Mr. Penegor’s tenure with Wendy’s

Mr. Penegor claimed that he has been instrumental in leading some of the company’s most successful growth initiatives in the past two years which includes “system optimization,” which involved the sale of company-owned restaurants in the United States and Canada to franchisees as part of a strategy to help accelerate the brand’s expansion. 2) Mr. Penegor’s tenure with Kellogg Company US Snacks accounted for 24% of the company’s total revenue. Mr. Penegor served as President of US Snacks from 2009 to June 2013. During his tenure, the segment’s revenue increased organically from $2.7 billion in 2009 to $3.4 billion in 2012. During the same period, operating profit increased from $436 million to $476 million.

c) Important note i) Trian Fund Management holds 24.5% and it has three representatives on the Board.

ii) CtW Investment Group’s activist presence: In May 2014, CtW Investment Group urged the shareholders to withhold votes for David Schwab II. CtW Investment Group stated that during Mr. Schwab’s chairmanship, he had failed to protect common shareholder interests. CtW Investment Group’s concerns include: (a) Value destruction encompassing $397 million within the past five years. (b) Generous pay – for - failure under Mr. Schwab’s leadership. (c) Excessive Director Perquisites and equity pledging. (d) Trian Partners’ sales during a Wendy’s stock buyback. (e) A pattern of governance failures under Mr. Schwab’s leadership. Outcome: The shareholders re-elected Mr. Schwab as a Director in the 2014 AGM held in May 2014. CtW Investment Group’s letter: http://ctwinvestmentgroup.com/wp-content/uploads/2014/05/WEN-letter-FINAL-2.pdf


http://ctwinvestmentgroup.com/wp-content/uploads/2014/05/WEN-letter-FINAL-2.pdf


d) Ranking TRACK RECORD OF CEO: MEDIUM SIGNIFICANT SITUATION: NO

II. Basic information Market capitalization: $2.49 billion Business The Wendy’s Company is the parent company of its 100% owned subsidiary holding company

Wendy’s Restaurants, LLC. Wendy’s Restaurants is the parent company of Wendy’s International,

LLC, formerly known as Wendy’s International, Inc., which is the owner and franchisor of the

Wendy’s® restaurant system in the United States.

Insider Ownership

Total insider ownership: 25.4%.

All directors and executive officers as a group hold 0.9%.

Trian Fund Management holds 24.5% and it has three representatives on the Board.

Recent management and board changes

Date Name Type Designation

February 18, 2015 Michelle “Mich” Mathews-Spradlin Appointment Director

Effective April 2, 2015 Craig S. Bahner Resignation Chief Marketing Officer

December 17, 2014 Todd A. Penegor Appointment EVP, CFO

December 17, 2014 Robert D. Wright Appointment EVP and COO

November 10, 2014 Scott A. Kriss Appointment SVP – Chief Accounting and Tax Officer.

November 6, 2014 Steven B. Graham Resignation Chief Accounting Officer

Value Investors

The following value investors held the company’s shares as of 2nd quarter of 2015: Caxton Associates, Fairfax Financial Holdings, Horizon Kinetics, Olstein Capital Management,

Point72 Asset Management, Trian Fund Management.

III. Detailed past track record analysis Todd Penegor Mr. Penegor, age 50, joined the company in June 2013 and has served as Executive Vice President, Chief Financial Officer and International of the company since December 2014. Mr. Penegor previously served as Senior Vice President and Chief Financial Officer of the company from September 2013 to December 2014. Prior to joining the company, Mr. Penegor worked at Kellogg Company, a global leader in food products, from 2000 to 2013, where he held several key leadership positions, including Vice President of Kellogg Company and President of US Snacks from 2009 to June 2013, Vice President and Chief Financial Officer of Kellogg Europe from 2007 to 2009, and Vice President and Chief Financial Officer of Kellogg USA and Kellogg Snacks from 2002 to



2007. Prior to joining Kellogg Company, Mr. Penegor worked for 12 years at Ford Motor Company in various positions, including strategy, mergers and acquisitions, the controller’s office and the treasury.

1) Mr. Penegor’s tenure with Wendy’s Co. (NASDAQ:WEN) Mr. Penegor joined Wendy’ Co. in June 2013. Job titles Since December 2014: EVP, CFO & International September 2013 to December 2014: SVP and CFO Mr. Penegor claimed that he has been instrumental in leading some of the company’s most successful growth initiatives in the past two years which includes “system optimization,” which involved the sale of company-owned restaurants in the United States and Canada to franchisees as part of a strategy to help accelerate the brand’s expansion. Wendy’s financials

($ in millions) Year ended December 31 Six months ended June 29

2013 2014 2014 2015

Total Revenue 2,487 2,061 1,014 941

Operating income 135 251 866 839

Net income 45 121 75 67

Notes: The decline in sales and the related increase in franchise revenues in 2014 and 2013 are primarily a result of the sale of company-owned restaurants to franchisees under the company’s system optimization initiative which began in 2013. Debt During his tenure, the company’s long-term debt increased from $1.4 billion in December 2013 to $2.4 billion in June 2015.

$ in millions Dec 29, 2013 Dec 28, 2014 June 28, 2015

Long term debt 1,463 1,448 2,379

2) Mr. Penegor’s tenure with Kellogg Company (NYSE:K) Kellogg Company is a manufacturer and marketer of ready-to-eat cereal and convenience foods. Mr. Penegor joined Kellogg in 2000 as Senior Director, Global Financial Strategy and Planning. Job titles 2009 to June 2013: VP of Kellogg Company and President of US Snacks. 2007 to 2009: VP and CFO of Kellogg Europe. 2002 to 2007: VP and CFO of Kellogg USA and Kellogg Snacks. US Snacks US Snacks’ business includes products such as cookies, crackers, cereal bars, savory snacks and fruit-flavored snacks. US Snacks accounted for 24% of the company’s total revenue. Mr. Penegor served as President of US Snacks from 2009 to June 2013.



During his tenure: The segment’s revenue increased organically from $2.7 billion in 2009 to $3.4 billion in 2012. During the same period, operating profit increased from $436 million to $476 million. US Snacks financials

($ in millions) 2009 2010 2011 2012 2013

Revenue 2,758 2,704 3,044 3,400 3,534

Operating profit 436 475 439 476 447

* Year ended December 31.

Notes: Revenue In 2012, segment’s revenue increased due to favorable pricing/mix. The sales growth was the

result of strong crackers consumption behind the launch of Special K Cracker Chips® and Cheez-it® innovation.

In 2011, revenue increased due to favorable pricing/mix and approximately flat volume. Sales also improved in wholesome snacks as a result of innovations in Special K® and FiberPlus® cereal bars business.

In 2010, revenue decreased due to decline in volume. Operating income In 2012, segment’s operating income increased due to sales growth which was partially offset by

cost inflation and a double-digit increase in brand building investments. In 2011, operating income decreased due to investments in supply chain and increased incentive

compensation expense. In 2010, operating income increased due to lower incentive compensation expense. 3) Mr. Penegor’s tenure with Ford Motor Company (NYSE:F) Mr. Penegor spent almost 12 years from 1989 to 2000 with Ford Motor Company in various positions, including strategy, M&A, the controller’s office and the treasury.



Standard Motor Products, Inc. (NYSE: SMP)


Exit of long term CEO after an impressive share price performance in the last seven years Lawrence Sills served as CEO since 2000. On October 29, 2015, Mr. Sills resigned as CEO effective

March 31, 2016. In the last seven years, the company’s stock price increased by more than 13X.

b) Past track record of the new CEO Internal appointment: On October 29, 2015, Standard Motor Products, Inc. appointed Eric Sills as

CEO effective March 31, 2016. Eric Sills is the son of the outgoing CEO (Larry Sills).

What we like

Mr. Sills’ tenure with Standard Motor Products, Inc. Mr. Sills has been with the company for more than 20 years. Mr. Sills served as VP of Engine

Management Division (which accounted for 72% of the company’s total revenue in 2013) from September 2006 to January 2013. During his tenure, segment sales increased from $527 million in 2007 to $665 million in 2012.

During the same period, operating income increased from $(28.1) million to $69.5 million. Our Concern

Family relationship Eric Sills is the son of Lawrence I. Sills (Outgoing CEO of the company) Eric Sills is the nephew of Arthur S. Sills and Peter J. Sills (Director Emeritus)

c) Ranking

TRACK RECORD OF CEO: MEDIUM SIGNIFICANT SITUATION: NO

II. Basic Information Market capitalization: $1 billion Business Standard Motor Products, Inc. (NYSE: SMP) is an automotive replacement parts manufacturer and

distributor.

Insider Ownership





Date Name Designation Appointment/ Resignation

October 29, 2015 (Effective March 31, 2016) Lawrence I. Sills CEO Resignation October 29, 2015 (Effective March 31, 2016) John P. Gethin COO Resignation October 29, 2015 (Effective March 31, 2016)

Arthur S. Sills and Peter J. Sills Directors

Resignation. But they will assume the role of Directors Emeritus.

October 29, 2015 (Effective March 31, 2016) John P. Gethin Director Appointment

February 2, 2015 Eric Sills President Appointment

Value Investors

The following value investors held the company’s shares as of 2nd quarter of 2015: Barrow Hanley Mewhinney & Strauss, Gamco Investors, Olstein Capital Management, Third Avenue

Management, Tudor Investment Corp.

III. Detailed past track record analysis Eric Sills Mr. Sills joined the company in 1991. From January 2013 to February 2015, Mr. Sills served as Vice President Global Operations and from 2006 to January 2013, as Vice President Engine Management Division. From 1991 to 2006, Mr. Sills served in various capacities in company, including as General Manager, LIC Operations, Director of Product Management, and Plant Manager, Oxygen Sensor Business Unit. Mr. Sills holds an MBA from Columbia University and a BA from Bowdoin College. Notable Points Mr. Sills’ tenure with Standard Motor Products, Inc. Mr. Sills joined the company in 1991. Job titles: January 2013 to February 2015: VP of Global Operations September 2006 to January 2013: VP of Engine Management Division 1991 to 2006: Mr. Sills served in various capacities in the company Engine Management Division Engine Management Division accounted for 72% of the company’s total revenue in 2013. Mr. Sills served as VP of Engine Management Division from September 2006 to January 2013. During his tenure, segment sales increased from $527 million in 2007 to $665 million in 2012. During the same period, operating income increased from $(28.1) million to $69.5 million. Engine Management Division financials

($ in millions) 2006 2007 2008 2009 2010 2011 2012 2013

Net sales 543.2 527.2 537.6 506.4 577.3 628.6 665.1 711.2

Operating income (loss)

41.2 28.1 (26.9) 26.9 43.4 56.2 69.5 96.3

Total assets 430.1 443.4 346.8 310.1 323.1 372.4 362.8 384.7

Year ended December 31



Notes In 2013, segment’s net sales increased due to increase in net sales in the traditional, retail and

OE/OES markets. In 2012, sales increased due to acquisitions of the Engine Controls business of BLD Products Ltd.

and Forecast Trading Corporation, which began shipping in May 2011 and November 2011, respectively.

In 2011 and 2010, sales increased due to overall strong demand for the company’s products across all market channels and due to acquisitions.

In 2009, sales decreased due to lower sales volumes in their traditional markets as a single large customer changed brands to a competitor and as customers reduced and maintained lower inventory levels in response to the economic environment.

In 2008, sales increased due to continued growth in their OES customer sales. In 2007, sales decreased due to higher sales deductions consisting primarily of customer

warranty and overstock returns and other rebates and allowances. Note: Notes to operating income of the segment are not available. Acquisitions In April 2011, the company acquired the Engine Controls business of BLD Products Ltd. for $27

million. In October 2011, the company acquired Forecast Trading Corporation for $44.3 million.



Greif, Inc. (NYSE:GEF) I. Executive Summary a) Significant situation at the time of appointment of new CEO

In the last fifteen months, the company’s share price crashed more than 40%. Even though the company’s revenue increased from $4.21 billion in FY ‘13 to $4.23 billion in FY

‘14, net income decreased from $144 million to $91 million. During the three months ended July 31, 2015, the company’s revenue decreased to $930 million

compared to $1.1 billion in the three months ended July 31, 2014. During the same period, operating income decreased from $61 million to $44 million and net income decreased from $11 million to $9 million.

b) Past track record of the new CEO Internal appointment: On October 13, 2015, Greif, Inc appointed Pete Watson as President and

CEO effective November 1, 2015.

Mr. Watson’s tenure with Greif, Inc. Mr. Watson joined the company in 1999 and served in a variety of positions. Mr. Watson served as VP and Division President of Paper Packaging & Services segment (which accounted for 13% of revenue in FY ‘12) since January 2010 until December 2013. During his tenure, segment’s revenue decreased from $624 million in FY ‘10 to $573 million in FY ‘12 and subsequently increased to $676 million in FY ‘13. During the same period, operating income consistently increased from $55 million to $123 million.

c) Ranking

TRACK RECORD OF CEO: MEDIUM


III. Basic Information Market capitalization: $1.7 billion Business Greif, Inc. is a producer of industrial packaging products and services. The company produces steel,

plastic, fibre, flexible and corrugated containers and containerboard, and provides reconditioning,

blending, filling and packaging services for a wide range of industries.

Insider Ownership

All directors and executive officers as a group hold 13.9% of class B shares and 2.13% of class A shares.




Date Name Appointment/ Resignation Title

November 7, 2014 Karen P. Lane Resignation SVP of People Services and Talent Development

October 14, 2014 Ivan Signorelli Resignation SVP and Group President, RIPS

Value Investors

The following value investors held the company’s shares as of 2nd quarter of 2015: Gamco Investors, Hussman Strategic Advisors, Primecap Management Company.

III. Detailed past track record analysis Pete Watson Peter G. Watson, also known as Pete, has been the Chief Operating Officer at Greif, Inc. (Formerly, Greif Brothers Corp) since January 1, 2014. Mr. Watson served as Vice President and Division President of Paper Packaging & Services at Greif, Inc. since January 2010 until September 2012. He served as Vice President, Service Solutions and General Manager of Sheet Plant Operations, Containerboard & Corrugated Products at Greif Brothers Corp., since 1999. During 1996 to 1999, Mr. Watson served as Vice President and General Manager of Concept Packaging Group. For more than five years, he served as General Manager of Union Camp Corporation. 1. Mr. Watson’s tenure with Greif, Inc. Mr. Watson joined the company in 1999 and served in a variety of positions, including Division President, Paper Packaging & Services and President of CorrChoice (a division of the company). Job titles: January 2014 to October 2015: COO May 2013 to October 2015: President of Solterra January 2010 to December 2013: VP and Division President, Paper Packaging & Services 1999 to 2010: Various executive positions including President of CorrChoice (a division of the

company).

a) Solterra Soterra is a subsidiary of Greif, Inc. that operates the Land Management business segment. It accounted for 0.6% of revenue in FY ’14. Mr. Watson served as President of Soterra from May 2013 to October 2015.

Soterra financials


Net sales 33.1 29.5

Operating profit 32.7 32

EBITDA 37.4 36.3 *Year ended October 31

Notes In FY ’14, net sales decreased due to lower planned timber sales.



b) Paper Packaging & Services Paper Packaging & Services segment accounted for 13% of revenue in FY ‘12. Mr. Watson served as Vice President and Division President of Paper Packaging & Services at Greif, Inc. since January 2010 until December 2013. During his tenure, segment’s revenue decreased from $624 million in FY ‘10 to $573 million in FY ‘12 and subsequently increased to $676 million in FY ‘13. During the same period, operating income increased from $55 million to $123 million. Financials

$ in millions 2010 2011 2012 2013

Net sales 624.1 675.0 573.8 676.0

Gross profit 104.6 115.8 135.7 NA

Operating profit 60.6 74.9 83.5 123.8

EBITDA 84.6 106.1 115.1 NA

Capital Expenditures NA 18.5 20.1 21.7

Assets 435.6 420.4 401.7 413.3 *Year ended October 31

Notes 2013 vs. 2012 In 2013, net sales increased due to increase in sales prices, due to implementation and realization of two containerboard price increases since the third quarter of 2012. Operating profit increased due to higher prices and higher volumes. 2012 vs. 2011 In 2012, gross profit margin increased due to higher volumes and lower costs for old corrugated containers. EBITDA increased due to the same factors that impacted the segment’s gross profit margin. 2011 vs. 2010 In 2011, net sales increased due to higher sales volumes and higher selling prices. Operating profit increased due to the increase in net sales and the higher gross profit margin in 2011. 2010 vs. 2009 In 2010, net sales increased due to higher sales volumes and higher selling prices. Operating profit increased due to higher net sales and permanent costs savings achieved during 2009 from the execution of the Greif Business System. Restatement In the fourth quarter of 2014, the company’s financial reporting and income tax processes identified financial statement errors in several prior periods within its Rigid Industrial Packaging & Services segment, its Paper Packaging segment and its Flexible Products & Services segment. The revenue eliminations from the paper trading transactions reduced both net sales and cost of products sold in the Paper Packing segment by $133.5 million and $140.0 million, for the years ended October 31, 2013 and 2012, respectively.



Compensation http://www.sec.gov/Archives/edgar/data/43920/000119312515023299/d833864ddef14a.htm (Page: 41)

Others: No acquisition 2. Mr. Watson’s tenure with Concept Packaging Group Concept Packaging Group provides packaging solutions. Mr. Watson served as Vice President and General Manager of Concept Packaging Group from 1996 to 1999. Note: We have no financial information to evaluate the performance of Mr. Watson during his tenure with Concept Packaging Group. 3. Mr. Watson’s tenure with Union Camp Corporation Union Camp Corporation was an American pulp and paper company. In 1999, the company was acquired by International Paper for $7.9 billion. For more than five years, Mr. Watson served as General Manager of Union Camp Corporation. Note: We do not know his exact tenure in Union Camp Corporation.


http://www.sec.gov/Archives/edgar/data/43920/000119312515023299/d833864ddef14a.htm


CIT Group Inc. (NYSE:CIT) I. Executive Summary a) Significant situation at the time of appointment of new CEO

Strategic alternatives On October 21, 2015, the company announced that it was exploring strategic alternatives for its $10 billion Commercial Air business and the sale of its Equipment Finance businesses in Canada and China. b) Past track record of the new CEO Internal appointment

On October 21, 2015, CIT Group, Inc. appointed Ellen R. Alemany as CEO effective April 1, 2016.

1. Ms. Alemany’s tenure with RBS Citizens Financial Group Ms. Alemany joined RBS Group as CEO of its Americas division in June 2007. In March 2008, Ms. Alemany was named CEO of RBS Citizens Financial Group and served as Chairman and CEO from March 2009 to September 2013. Decline in financial performance: During her tenure, RBS Citizens Financial Group’s revenue decreased from $5.0 billion in 2009 to $4.6 billion in 2013. 2. Awards and honours 2013: American Banker Lifetime Achievement Award. American Banker recognized Alemany's

contributions and influence, naming her nine times to its annual list of the 25 Most Powerful Women in Banking.

2012: Ms. Alemany was honored by the Center for Discovery, a not-for-profit provider of educational health and residential services for children and adults with severe disabilities, for her leadership as a board director, advocate and parent.

2012: Connecticut Women's Hall of Fame 2010 Honoree. 2011: Recipient of the Foreign Policy Association Corporate Social Responsibility Award. 2009: Ms. Alemany was named to Forbes Magazine "One of the World's Most Powerful Women"

list. 2007: Ms. Alemany was named to Treasury and Risk's list of the 100 Most Influential People in

Finance. 2006: She was ranked by US Banker as the fourth most powerful woman banker in America. c) Ranking

TRACK RECORD OF CEO: MIXED

SIGNIFICANT SITUATION: YES



II. Basic Information Market capitalization: $7.24 billion Business CIT Group, Inc. is a bank holding company which provides financing, leasing and advisory services principally to middle market companies. Insider Ownership

All directors and executive officers as a group hold less than 1%. Recent management and board changes


Title

Effective March 31, 2016 Steven Mnuchin

Resignation Vice Chairman of CIT and Chairman of CIT Bank, Director of CIT

Effective November 1, 2015 Carol Hayles Appointment EVP, CFO

Effective November 1, 2015 Scott T. Parker Resignation EVP, CFO

July 21, 2015 Steven Mnuchin

Appointment Vice Chairman of CIT and Chairman of CIT Bank, Director of CIT

July 21, 2015 Alan Frank Appointment Director

July 21, 2015 Joseph Otting Appointment Co-President of CIT and CEO and President of CIT Bank

July 21, 2015 Nelson Chai Appointment Co-President of CIT and Vice Chairman of CIT Bank

Value Investors The following value investors held the company’s shares as of 2nd quarter of 2015: Barrow Hanley Mewhinney & Strauss, Caxton Associates, Corvex Management, First Pacific

Advisors, Gotham Asset Management, Hotchkis & Wiley Capital Management, Keeley Asset

Management, Maverick Capital, NWQ Investment Management Company, Michael Price, Tudor

Investment Corp.

III. Detailed past track record analysis Ellen R. Alemany Ms. Alemany has served as a Director of CIT since January 2014 and has been a member of the Audit and Regulatory Compliance Committees. She is also a member of the CIT Bank, NA Board of Directors. Ms. Alemany is the former Head of The Royal Bank of Scotland (RBS) Americas, the management structure that oversees The Royal Bank of Scotland’s businesses in the Americas, and Chairman and Chief Executive Officer of RBS Citizens Financial Group, Inc., an RBS subsidiary. Ms. Alemany retired from RBS in September 2013. She joined RBS as the Head of RBS Americas in June 2007, and was named to the additional role of Chief Executive Officer of RBS Citizens Financial Group, Inc., a bank holding company, in March 2008. She was also appointed Chairman of RBS, Inc. in March 2009. Prior to RBS Americas, Ms. Alemany was a senior officer with Citigroup, where she served as the Chief Executive Officer for Global Transaction Services from February 2006 until April 2007, Executive Vice President for the Commercial Business Group from March 2003 until January



2006, President and Chief Executive Officer of CitiCapital from September 2001 until January 2006, and she held a number of executive positions in Citigroup’s Global Corporate Bank, including Customer Group Executive of North American markets, Global Industry Head of Media and Communications, US industry Head of Consumer Products, and Executive Vice President of Citibank and Customer Group Executive for the Global Relationship Bank in Europe, based in London. Ms. Alemany has served on the Board of Directors of Automatic Data Processing, Inc. since 2011 and the Board of Fidelity National Information Services, Inc. since July 2014. She received her MBA in Finance from Fordham University. 1. Ms. Alemany’s tenure with RBS Citizens Financial Group RBS Citizens Financial Group, Inc. was a wholly owned subsidiary of the Royal Bank of Scotland Group (RBS Group). Ms. Alemany joined RBS Group as CEO of its Americas division in June 2007. In March 2008, Ms. Alemany was named CEO of RBS Citizens Financial Group and served as Chairman and CEO from March 2009 to September 2013. Financial performance review of RBS Citizens Financial Group The company’s total revenue decreased from $5.0 billion in 2009 to $4.6 billion in 2013. In 2013, the company reported a net loss of $(3.4) billion due to goodwill impairment charge of

$4.1 billion.

$ in millions 2009 2010 2011 2012 2013

Net interest income 3,419 3,345 3,320 3,227 3,058

Non-interest income 1,666 1,733 1,711 1,667 1,632

Total Revenue 5,085 5,078 5,031 4,894 4,690

Net (loss) income (740) 11 506 643 (3,426)

Total assets 147,681 129,689 129,654 127,053 122,154

Total liabilities 125,405 106,995 106,261 102,924 102,958 Year ended December 31

Notes 2013 vs. 2012 In 2013, net interest income decreased due to reduction in earning asset yields. The company reported a net loss of $(3.4) billion after recording a goodwill impairment charge of $4.1 billion in the second quarter of 2013. 2012 vs. 2011 In 2012, net interest income decreased due to low interest rate. Net income increased due to decrease in provision for credit losses and gain on the sale of VISA, Inc. Others: Notes were not available for the period prior to 2012. Massive impairment In June 2013, the company recorded a massive goodwill impairment charge of $4.4 billion related to the customer banking reporting unit.



Dividends In 2013, the company paid $1.0 billion of common stock dividends to RBS as part of the exchange transactions and $185 million of regular dividends to RBS. In 2012, the company paid $150 million in regular common stock dividends to RBS. There were no dividends paid in 2011. Others No acquisitions during her tenure. 2. Ms. Alemany’s tenure with Citibank Ms. Alemany joined Citibank in 1987. Beginning as Area Head of Citibank’s NY Leveraged Capital Group, she grew to CEO of Global Transaction Services at the firm and spent five years on the Board of Citigroup North America, Inc. In 2007, the chance to run a standalone business compelled Ms. Alemany to join RBS as Head of RBS Americas, and Chair and CEO of RBS’ Citizens Financial Group. Providing international leadership as well, Ms. Alemany served on the RBS Executive Committee, and served as a consultant to the company until her retirement in 2013. Note: We have no publicly available information to evaluate the performance of Ms. Alemany in Citibank. 3. Ms. Alemany’s tenure with Chase Manhattan From 1977 to 1987, Ms. Alemany worked at Chase Manhattan Bank in Operations, Structured Trade, and the Media and Electronics Department as a Senior Lender. Board affiliations Ms. Alemany has been serving on the Board of Automatic Data Processing (ADP) since 2012. Ms. Alemany joined the Board of CIT in January 2014. Ms. Alemany has been serving on the Center for Discovery Board of Directors since 2008 Ms. Alemany served as Member of the Board of Directors of March of Dimes, NY Division from

2002-2010. Others Ms. Alemany was appointed as the First District Representative on the Federal Advisory

Council that advises the Board of Governors of the Federal Reserve System. Ms. Alemany served a three year term from 2008-2010.

Ms. Alemany served as Treasurer and Executive Committee Member of the Financial Services Roundtable, Board Member of The Clearing House Payments Company, Board Member of Depository Trust and Clearing Corporation and Board Member of The Equipment Leasing & Finance Association.



Owens-Illinois, Inc. (NYSE:OI)



1. Active Presence of Atlantic Investment Management On December 17, 2014, Atlantic Investment Management (7.3%) sent a letter urging the Board to: (i) announce the early retirement and succession plan for the CEO, (ii) separate the roles of Chairman and CEO, (iii) implement an $0.08 per share quarterly dividend, (iv) move to mark-to-market pension accounting, which should increase earnings per share by at least $0.50 and (v) re-initiate a $3.50+ EPS target as soon as possible. Atlantic Investment Management’s letter: http://www.sec.gov/Archives/edgar/data/812074/000090571814000806/exhibit1.htm 2. Exit of CEO after poor performance Albert P. L. Stroucken served as CEO since December 2006. In October 2015, Mr. Stroucken resigned as CEO effective January 1, 2016. During his tenure:

The company’s share price increased from $19.58 per share in December 2006 to $59.9 per share in April 2008 and subsequently crashed to $23.57 per share in October 2015.

In the last three years, the company’s revenue decreased from $7 billion in 2012 to $6.7 billion in 2014. During the same period, net earnings decreased from $218 million to $103 million.

During the six months ended June 30, 2015, revenue decreased to $2.9 billion from $3.4 billion in six months ended June 30, 2014. During the same period, net income decreased from $215 million to $111 million.

Huge compensation package In the last three years, the company’s revenue decreased from $7 billion in 2012 to $6.7 billion in 2014. Even though revenue decreased, Mr. Stroucken’s (outgoing CEO) total compensation increased from $8.1 million in 2012 to $9.0 million. b) Past track record of the new CEO Internal appointment: On October 20, 2015, Owens-Illinois, Inc. (O-I) appointed Andres Lopez as

CEO effective January 1, 2016.

Mr. Lopez tenure with Owens-Illinois, Inc. Mr. Lopez joined Owens-Illinois, Inc. in 1986 in Columbia. Mr. Lopez served as President of South America from April 2009 to August 2014. “South American” segment of Owens-Illinois accounted for 17% of the company’s revenue in 2014. During his tenure, the segment’s revenue increased from $689 million in 2009 to $1.1 billion in 2014 primarily due to acquisition. During the same period, operating profit increased from $145 million in 2009 to $250 million in 2011 and then hovered around $200 to $230 million from 2012 to 2014.


http://www.sec.gov/Archives/edgar/data/812074/000090571814000806/exhibit1.htm


c) Ranking

TRACK RECORD OF CEO: MIXED


II. Basic Information Market capitalization: $3.8 billion Business Owens-Illinois, Inc. is a glass container manufacturer and partner for many of the food and beverage brands.

Insider Ownership

All directors and executive officers as a group hold 1.3%. Recent management and board changes


Effective March 31, 2015 Steve Bramlage SVP and CFO Resignation

Effective March 31, 2015 John Haudrich Acting CFO Appointment

December 18, 2014 Andres Lopez President of Glass Containers & COO Appointment

December 18, 2014 Erik Bouts President of O-I Europe Resignation

Value Investors

The following value investors held the company’s shares as of 2nd quarter of 2015: Atlantic Investment Management, Bridgewater Associates, Dreman Value Management, First Pacific

Advisors, Greenlight Capital, Moore Capital Management, Olstein Capital Management, Pioneer

Investment Management, Snow Capital Management, Tudor Investment Corp.

III. Detailed past track record analysis Andres Lopez Andres A. Lopez has been appointed Chief Executive Officer of the Company. He was Chief Operating Officer, President of Glass Containers, President of O-I Americas of Owens-Illinois, Inc., effective February 1, 2015. Mr. Lopez joined O-I in 1986 in Columbia and has held several leadership positions, including Country General Manager in Peru, Vice President of Manufacturing for O-I North America and Global Vice President of Manufacturing and Engineering. From 2009 to 2014, he served as President of O-I South America. In August 2014, he was named President of O-I Americas, adding responsibility for O-I’s North America operations.

Mr. Lopez tenure with Owens-Illinois, Inc. Mr. Lopez joined Owens-Illinois, Inc. in 1986 in Columbia. Job titles: Since February 2015: COO, President, Glass Containers August 2014 to February 2015: VP and President of O-I Americas



2009 to August 2014: VP and President of O-I South America October 2006 to April 2009: VP of global manufacturing and engineering October 2005 to September 2006: VP of manufacturing North America July 2004 to November 2005: VP of Finance and Administration North America a) O-I’s Americas segment American segment accounted for 46% of the company’s revenue in FY ’14. Mr. Lopez served as President of Americas (North America & South America) from August 2014 to February 2015. Americas segment financials


Net sales

North America 2,002 2,003

South America 1,186 1,159

Total 3,188 3,162

Operating profit North America 307 240

South America 204 227

Total 511 467 *Year ended December 31

Quarterly financials – Americas

$ in millions Q3 2014 Q4 2014 Q1 2015

Net sales

North America 517 460 470

South America 313 333 205

Total 830 793 675

Operating profit

North America 66 26 71

South America 61 72 30

Total 127 98 101

b) O-I’s South America segment South American segment accounted for 17% of the company’s revenue in 2014. Mr. Lopez served as President of South America from April 2009 to August 2014. During his tenure, the segment’s revenue increased from $689 million in 2009 to $1.1 billion in

2014 primarily due to acquisition. During his tenure, segment’s operating profit increased from $145 million in 2009 to $250 million

in 2011 and then hovered between $200 to $230 million from 2012 to 2014. Financials – South America

$ in millions 2009 2010 2011 2012 2013 2014

Net sales 689 975 1,226 1,252 1,186 1,159

Operating profit 145 224 250 227 204 227




Notes: In 2014, segment net sales decreased due to unfavorable effects of foreign currency exchange rate

changes. Segment operating profit increased due to higher selling prices. In 2013, net sales decreased by $66 million due to unfavorable effects of foreign currency

exchange rate changes. Operating profit decreased due to lower sales volume. In 2012, net sales increased due to improved pricing and higher glass container shipments.

Operating profit decreased due to the unfavorable effects of foreign currency exchange rate changes.

In 2011, net sales increased due to acquisitions in Argentina and Brazil. Operating profit increased due to higher sales volume mainly from acquisitions.

In 2010, net sales increased due to acquisitions in Argentina and Brazil. Operating profit increased due to higher sales volumes, favorable effects of foreign currency exchange rate changes, and footprint optimization efforts.

Acquisitions:

May 31, 2011 Non-controlling interest in its southern Brazil operations $140 mm

September 1, 2010 Companhia Industrial de Vidros $594 mm

March 11, 2010 Majority share of Cristalerias Rosario NA

Restructuring In 2013, the company recorded charges totalling $119 million for restructuring, asset impairment and related charges. These charges reflect completed and planned plant and furnace closures in Europe, South America and Asia Pacific, as well as global headcount reduction initiatives.

Compensation http://www.sec.gov/Archives/edgar/data/812074/000104746915003097/a2223952zdef14a.htm (Page: 50) CEO Compensation http://www.sec.gov/Archives/edgar/data/812074/000110465915071636/a15-21417_18k.htm


http://www.sec.gov/Archives/edgar/data/812074/000104746915003097/a2223952zdef14a.htm

http://www.sec.gov/Archives/edgar/data/812074/000110465915071636/a15-21417_18k.htm


Par Petroleum Corporation (Par Pacific Holdings, Inc.) (NYSEMKT: PARR)



Huge CEO turnover

William Pate (newly appointed CEO) will be the fifth CEO in the last four years.

Carl E. Lakey, CEO from July 6, 2010 to August 31, 2012. John T. Young, Jr, CEO from September 2012 to June 17, 2013. William Monteleone, CEO from June 17, 2013 to January 05, 2015. Joseph Israel, CEO from January 2015 to October 2015.

Name change: On October 14, 2015, Par Petroleum Corporation announced that it would change its name to Par Pacific Holdings, Inc. effective October 20, 2015.

b) Past track record of the new CEO Internal appointment: On October 14, 2015, Par Petroleum Corporation appointed William Pate as

President and CEO.

What we like

1. New CEO is a representative of Sam Zell, significant shareholder of Par Petroleum Corp. Equity Group Investments, LLC (EGI) is a privately held investment firm founded by Sam Zell. Mr. Pate joined EGI in 1994 and he is currently Co-President of EGI. Sam Zell holds 32.5% in Par Petroleum Corporation through his investment vehicle, Zell Credit Opportunities. 2. Track record of new CEO Mr. Pate claims that he has worked through numerous restructurings, including those of Exodus Communications, Covanta Holding Corporation, American Commercial Lines and Delta Petroleum Corporation. c) Significant Limitation

We do not have much publicly available information to evaluate the performance of Mr. Pate. d) Ranking

TRACK RECORD OF CEO: LACK OF DATA SIGNIFICANT SITUATION: NO



II. Basic Information Market capitalization: $846 million Business Par Petroleum Corporation is based in Houston and manages and maintains interests in a variety of

energy related assets. Par is a growth company that looks for acquisitions with strong fundamentals

and employees who can move the business forward.

Insider Ownership

All directors and executive officers as a group hold less than 1.5%.

Zell Credit Opportunities holds 32.5% and Whitebox Advisors, LLC holds 23.9%. (Zell Credit

Opportunities and Whitebox Advisors, LLC entered into a common stock purchase agreement with

the company and have representatives on the Board.)



May 8, 2015 Walter A. Dods, Jr. Director Appointment

January 5, 2015 Joseph Israel CEO Appointment

January 5, 2015 William Monteleone

SVP of Mergers and Acquisitions Demoted from CEO

Value Investors

The following value investors held the company’s shares as of 2nd quarter of 2015: First Pacific Advisors, Horizon Kinetics, Oaktree Capital Management.

III. Detailed past track record analysis William C. Pate Mr. Pate, age 51, has served as a member of the company’s Board of Directors since December 2014. Mr. Pate resigned his position as Co-President of Equity Group Investments, a private investment firm and a division of Chai Trust Company, LLC (EGI), prior to joining the company as President and Chief Executive Officer. Mr. Pate had been employed by EGI or its predecessors in various capacities since 1994. Mr. Pate has served as a Director of Covanta Holding Corporation, a publicly held international owner/operator of energy-from-waste and power generation facilities, since 1999 and is the Chair of the Finance Committee of the Board of Directors of Covanta and is also a member of the Audit Committee and the Public Policy and Technology Committee of the Board of Directors of Covanta. He was the Chairman of the Board of Directors of Covanta from October 2004 through September 2005. Mr. Pate has previously served on the Boards of Directors of Exterran Holdings, Inc., Adams Respiratory Therapeutics, MiddleBrook Pharmaceuticals and CNA Surety Corp., as well as those of several private companies associated with EGI. Mr. Pate began his professional career at The First Boston Corporation as a financial analyst in the natural resources mergers and acquisitions group. Subsequently, he was employed as an associate at The Blackstone Group where he worked on private equity investments and merger advisory assignments. Mr. Pate



holds a Juris Doctorate degree from the University of Chicago Law School and a Bachelor of Arts degree from Harvard College. 1. Mr. Pate’s tenure with Equity Group Investments Equity Group Investments, LLC (EGI) is a privately held investment firm founded by Sam Zell in the early 1960s. Mr. Pate joined EGI in 1994 and he is currently Co-President of EGI. Note: Sam Zell holds 32.5% in Par Petroleum Corporation through his investment vehicle, Zell Credit Opportunities. Mr. Pate served on the Board of Directors of Exterran Holdings, Inc., Adams Respiratory Therapeutics, MiddleBrook Pharmaceuticals, CNA Surety Corp., American Commercial Lines, Inc., and several private companies associated with EGI. Mr. Pate claims that he has worked through numerous restructurings, including those of Exodus Communications, Covanta Holding Corporation, American Commercial Lines and Delta Petroleum Corporation. Other Experience: Mr. Pate began his career at The First Boston Corporation as a financials analyst.

Subsequently, Mr. Pate was employed as an Associate at The Blackstone Group where he worked

on private equity investments and merger advisory assignments.



The Manitowoc Company, Inc. (NYSE:MTW) I. Executive Summary a) Significant situation at the time of appointment of new CEO

1. Carl Icahn successfully pushed the Board to split the company

In January 2015, Carl C. Icahn’s representatives (7.8%) had meetings with representatives of the company in which Icahn’s representatives explained the merits of separating the company into two independent publicly traded companies.

Subsequently, the company approved a plan to pursue a separation of the company’s Crane and Foodservice businesses into two independent, publicly-traded companies. The company anticipates that the spin-off would be completed in the first quarter of 2016.

On April 16, 2015, the company appointed Mr. Lynn in connection with the “Settlement Agreement” with Carl C. Icahn dated February 6, 2015.

http://www.sec.gov/Archives/edgar/data/61986/000006198615000059/mtw-20150930x10q.htm

http://www.sec.gov/Archives/edgar/data/61986/000092846415000010/mtwsch13damd2020915ex2.htm

2. Huge stock price erosion and exit of CEO

In the last fifteen months, the company’s share price crashed 55%, from $32.59 per share in July 2014 to $14.9 per share in October 2015.

Exit of Mr. Tellock: Mr. Tellock served as CEO since 2007. On October 28, 2015, Mr. Tellock resigned as CEO. During his tenure, the company’s net sales decreased 4.0%, from $4.0 billion in 2013 to $3.9 billion in 2014. During the same period operating income decreased from $364 million to $298 million.

b) Past track record of the new CEO Internal appointment / Interim CEO: On October 28, 2015, The Manitowoc Company, Inc.

appointed Kenneth W. Krueger as Chairman, President and CEO of the company on an interim basis.

c) Significant Limitation

We do not have much publicly available information to evaluate the performance of Mr. Krueger. d) Ranking


II. Basic Information Market capitalization: $2.2 billion Business Founded in 1902, The Manitowoc Company, Inc. is a multi-industry, capital goods manufacturer

with 92 manufacturing, distribution, and service facilities in 25 countries. The company is

recognized globally as one of the premier innovators and providers of crawler cranes, tower cranes,

and mobile cranes for the heavy construction industry. Manitowoc is also one of the world’s leading


http://www.sec.gov/Archives/edgar/data/61986/000006198615000059/mtw-20150930x10q.htm

http://www.sec.gov/Archives/edgar/data/61986/000092846415000010/mtwsch13damd2020915ex2.htm


innovators and manufacturers of commercial foodservice equipment, which includes 24 market-

leading brands of hot-and cold-focused equipment.

Insider Ownership


Carl C. Icahn holds 7.8% and has one representative on the Board.



July 28, 2015 Hubertus M. Muehlhaeuser

President and CEO of Foodservice segment Appointment

May 5, 2015 James L. Packard Director Retirement

April 16, 2015 Jesse A. Lynn Director Appointment

January 2015 Lawrence J. Weyers

President of the Company’s Crane segment Appointment

January 2015 Eric P. Etchart SVP, Business Development Appointment

Value Investors

The following value investors held the company’s shares as of 2nd quarter of 2015: Glenview Capital Management, Gotham Asset Management, Horizon Kinetics, Carl Icahn, Mairs &

Powers, Pennant Capital Management, Pioneer Investment Management.

III. Detailed past track record analysis Kenneth W. Krueger Mr. Krueger, 58, has been a Director of the Company since 2004. He was most recently Chief Operating Officer (2006 to 2009) and Executive Vice President (2005 to 2006) of Bucyrus International, Inc., a global leader in mining equipment manufacturing, formerly headquartered in South Milwaukee, WI (Bucyrus was formerly listed on NASDAQ: BUCY). Mr. Krueger also was Senior Vice President and Chief Financial Officer (2000 to 2005) of AO Smith Corporation (NYSE: AOS), a global manufacturer of water heaters in Milwaukee, WI, and Vice President, Finance and Planning, Hydraulics, Semiconductor Equipment and Specialty Controls Group (1999 to 2000) of Eaton Corporation, Cleveland, OH (NYSE: ETN). Mr. Krueger also serves as a Director of Douglas Dynamics, Inc. (NYSE: PLOW).



Ralph Lauren Corp. (NYSE:RL)


1. Stock price erosion: In the last one year, the company’s share price crashed 38%. 2. Reorganization: On May 12, 2015, the Board approved a reorganization and restructuring plan comprised of the following major actions: (i) the reorganization of the company from its current channel and regional structure to an integrated global brand based operating structure; (ii) a strategic store and shop-within-shop performance review conducted by region and brand; (iii) a targeted corporate functional area review; and (iv) the consolidation of certain luxury lines. 3. Exit of Founder: Mr. Lauren founded the company and served as its CEO from prior to its IPO in 1997 to September 25, 2015. b) Past track record of the new CEO External appointment: On September 25, 2015, Ralph Lauren Corp. appointed Stefan Larsson as

President and CEO effective November 15, 2015.

What we like

1. Mr. Larsson’s tenure with The Gap, Inc. (NYSE:GPS) Mr. Larsson joined the company in 2012 and was one of the top ten executives in the company. Mr. Larsson served as President of Old Navy, Inc. from October 2012 to October 2015. Old Navy accounted for 40% of total revenue of The Gap Inc. During his tenure, net sales (Old Navy segment) grew organically from $6.1 billion in FY ‘12 to

$6.6 billion in FY ‘14. Mr. Larsson claims that under his leadership, Old Navy had three consecutive years of profitable

growth, adding $1 billion in sales. 2. Mr. Larsson’s tenure with H & M Hennes & Mauritz AB (STO:HM-B) H & M Hennes & Mauritz AB (H&M) is a Sweden based retail clothing company. Mr. Larsson joined the company in 1998. Mr. Larsson claims that during his 15 year career at H&M, he was part of the team responsible for growing H&M, with revenues increasing from about $3 billion to about $17 billion and operations expanding from 12 to 44 countries.


We have no financial information to evaluate the performance of Mr. Larsson.

d) Ranking

TRACK RECORD OF CEO: LACK OF DATA




III. Basic Information Market capitalization: $8.9 billion

Business Ralph Lauren Corporation is engaged in the design, marketing and distribution of premium lifestyle

products in four categories: apparel, home, accessories and fragrances. The company's brand

names, which include Polo Ralph Lauren, Ralph Lauren Purple Label, Ralph Lauren Collection, Black

Label, Lauren by Ralph Lauren, Double RL, RLX, Ralph Lauren Childrenswear, Denim & Supply

Ralph Lauren, American Living, Chaps and Club Monaco, constitute the recognized families of

consumer brands.

Insider Ownership

- All directors and executive officers as a group hold 81.4% of voting power.

- Ralph Lauren, Founder, Chairman and Former CEO hold 1.4% of Class A stock and 100% of Class B

stock.

Note: Class A common stock is entitled to one vote per share and Class B common stock is entitled

to ten votes per share.


Date Name Designation Appointment/ resignation/ terminated

September 25, 2015 Ralph Lauren Executive Chairman and Chief Creative Officer

Appointment

September 28, 2015 Jackwyn Nemerov Director Resignation

September 28, 2015 Mitchell A. Kosh EVP and Chief Administrative Officer

Resignation

September 28, 2015 Stefan Larsson Director Appointment

May 12, 2015 Steven P. Murphy Director Resignation

April 1, 2015 Christopher H. Peterson President of Global Brands

Appointment

April 1, 2015 Robert L. Madore SVP and CFO Appointment

May 2014 Roger N. Farah Executive Vice Chairman Resignation

Ms. Nemerov will remain as the company’s President and COO until on or before November 13, 2015, at which point she will retire from the company and resign from those roles. Value Investors

The following value investors held the company’s shares as of 2nd quarter of 2015: Bamco, Inc., Gamco Investors, Gotham Asset Management, Grantham, Mayo, Van Otterloo & Co.,

Horizon Kinetics, Olstein Capital Management, Point72 Asset Management, Tudor Investment Corp.



III. Detailed past track record analysis Stefan Larsson Mr. Larsson, 41, served as Global President of Old Navy, Inc., a division of The Gap, Inc. from October 2012 to October 2, 2015. Mr. Larsson joined Gap, Inc. in 2012 after a highly successful career at Swedish retailer Hennes & Mauritz (H&M), spanning nearly 15 years where he was a part of the team responsible for growing H&M. He served as Head of Global Sales with functional responsibility for about 2,300 stores and nearly all of its $17 billion in annual sales. He was responsible for overseeing H&M’s global expansion, with responsibility for real estate, store design and store construction. He led H&M's launch of H&M on the West Coast of the United States, and spent nearly seven years in numerous global roles with responsibility for product, including merchandising, assortment development, planning and production for H&M. Mr. Larsson earned a Master of Science in Business Administration jointly from the Swedish School of Economics and Business Administration, in Finland, and Jonkoping International Business School, in Sweden. 1. Mr. Larsson’s tenure with The Gap, Inc. (NYSE:GPS) The Gap, Inc. (Market Capitalization: $11 billion) is an apparel retail company. Mr. Larsson joined the company in 2012. He was one of the top ten executives in the company. Old Navy division Old Navy, Inc. is a division of The Gap, Inc. which accounted for 40% of revenue in 2014. Mr. Larsson served as President of Old Navy, Inc. from October 2012 to October 2015. During his tenure, net sales grew organically from $6.1 billion in FY ‘12 to $6.6 billion in FY ‘14. Mr. Larsson claims that under his leadership, Old Navy had three consecutive years of profitable

growth, adding $1 billion in sales. Old Navy division Financials

$ in millions 2012 2013 2014

Revenue 6,112 6,257 6,619 *Year ended January 31


Revenue 3,103 3,227 *6 months ended July 31

Suggested readings: http://www.nytimes.com/2015/05/18/business/old-navy-thrives-after-a-style-conscious-rebirth.html?_r=0 http://www.forbes.com/sites/susanadams/2015/09/30/who-is-stefan-larsson-ralph-laurens-new-ceo/

Compensation http://www.sec.gov/Archives/edgar/data/39911/000119312515121255/d893131ddef14a.htm#toc893131_20 (Page: 51)

Others Notes to financials are not available.


http://www.nytimes.com/2015/05/18/business/old-navy-thrives-after-a-style-conscious-rebirth.html?_r=0

http://www.forbes.com/sites/susanadams/2015/09/30/who-is-stefan-larsson-ralph-laurens-new-ceo/

http://www.sec.gov/Archives/edgar/data/39911/000119312515121255/d893131ddef14a.htm#toc893131_20


2. Mr. Larsson’s tenure with H & M Hennes & Mauritz AB (STO:HM-B) H & M Hennes & Mauritz AB (H&M) is a Sweden based retail clothing company. Mr. Larsson joined the company in 1998. Job titles: 2010 to 2012: Head of Global Sales. 2009 to 2010: Head of Global Expansion. 2007 to 2009: Head of Operations, Global Expansion. 2005 to 2007: Regional Manager, US West Coast. Mr. Larsson claims that during his 15 year career at H&M, he was part of the team responsible for growing H&M, with revenues increasing from about $3 billion to about $17 billion and operations expanding from 12 to 44 countries. Financials of H & M Hennes & Mauritz

SEK in billions 2010 2011 2012

Sales including VAT 126.9 128.8 140.9

Sales excluding VAT 108.5 109.9 120.8 *Year ended November 30



Chico's FAS, Inc. (NYSE:CHS) I. Executive Summary


Exit of CEO after poor performance On October 13, 2015, Mr. Fisher resigned as CEO effective October 31, 2015. In the last fifteen months, the company’s share price crashed more than 40%. During the three months ended July 31, 2015, the company’s revenue decreased to $930 million

compared to $1.1 billion in the three months ended July 31, 2014. During the same period, operating income decreased from $61 million to $44 million and net income decreased from $11 million to $9 million.

b) Past track record of the new CEO External appointment

On October 28, 2015, Chico’s FAS, Inc. appointed Shelley Broader as President and CEO effective December 1, 2015. What we like

She served as President and CEO of Walmart’s EMEA region, Ms. Broader was responsible for retail operations and business development across Europe, the Middle East, sub-Saharan Africa and Canada, leading 1,345 retail units and more than 285,000 associates.

Prior to that, she served as President and CEO of Walmart Canada, Chief Merchandising Officer for

Walmart Canada, and Senior Vice President for Sam’s Club, Walmart’s membership warehouse format in the US.

c) Ranking


II. Basic Information Market capitalization: $1.9 billion Business The company, through its brands – Chico's, White House | Black Market, Soma, and Boston Proper, is an omni-channel retailer of women's private branded, sophisticated, casual-to-dressy clothing, intimates, complementary accessories, and other non-clothing items. As of August 1, 2015, the company operated 1,548 stores in the US and Canada and sold merchandise through franchise locations in Mexico.

Insider Ownership

All directors and executive officers as a group hold 3%.



Value Investors

The following value investors held the company’s shares as of 2nd quarter of 2015: Gotham Asset Management, Wasatch Advisors.

III. Detailed past track record analysis Shelley Broader Ms. Broader is a proven executive with over 25 years experience leading premier global and regional retail businesses, including Walmart, Michael’s Stores, and several banners with Delhaize Group. In her most recent role as President and Chief Executive Officer of Walmart’s EMEA region, Ms. Broader was responsible for retail operations and business development across Europe, the Middle East, sub-Saharan Africa and Canada, leading 1,345 retail units and more than 285,000 associates. Previously she served as President and Chief Executive Officer of Walmart Canada, Chief Merchandising Officer for Walmart Canada, and Senior Vice President for Sam’s Club, Walmart’s membership warehouse format in the US. Prior to joining Walmart in 2010, Ms. Broader was President and Chief Operating Officer of Michael’s, the world’s largest retailer of arts and crafts, and was responsible for the chain’s 1,000 stores in the United States and Canada. In this role, she worked to standardize processes, disciplines and metrics, and better align store operations and resources with the seasonal buying patterns of the retailer’s customer base. Before joining Michael’s, Ms. Broader enjoyed a 17-year career with Delhaize Group where, under the Hannaford banner, she held a range of leadership roles across the company’s operations, merchandising, distribution, strategy and marketing divisions. She was promoted to President and Chief Operating Officer of Delhaize Group’s Kash n’ Karry chain, where she is credited with a significant financial and operational turnaround that included a complete re-branding of the business into Sweetbay Supermarkets. She then served as President and Chief Executive Officer of Sweetbay until joining Michael’s. Ms. Broader began her career in the investment banking sector, holding roles at Massachusetts Financial Services Company and First Albany Corporation. Ms. Broader is a member of the Board of Directors of Raymond James Financial, Inc. She obtained a Bachelor of Arts degree from Washington State University.



National Health Investors Inc (NYSE:NHI) I. Executive Summary


Exit of Justin Hutchens

Mr. Hutchens, who served as CEO since March 2011, resigned as CEO. During his tenure, the company’s revenue increased $83.74 million in 2011 to $177.51 million in 2014. During the same period, net income increased from $81.13 million to $101.61 million.

b) Past track record of the new CEO Internal appointment: On October 5, 2015, National Health Investors appointed Eric Mendelsohn as CEO. Mr. Mendelsohn served as interim CEO from August 2015 to October 2015. What we like Mr. Mendelsohn served Emeritus Senior Living from 2006 to 2015. He most recently served as a

SVP of Corporate Development. He was one of the top 15 executives in the company. Mr. Mendelsohn claims the following accomplishments during his tenure with Emeritus:

o Orchestrated a business partnership with Blacktsone private equity and accelerated financing and licensing for a 144 building (Sunwest), multi-location transaction worth $1.4 billion dollars. o Built relationships with more than 40 credible lending institutions and professional service firms to optimize timing and market opportunities. o Led transaction team to consummate a $5.7 billion merger with Brookdale Senior Living Solutions.

c) Significant limitation We do not have much publicly available information to evaluate the performance of Mr. Mendelsohn.

d) Ranking



II. Basic Information Market capitalization: $2.25 billion Business Incorporated in 1991, National Health Investors, Inc. (NYSE: NHI) is a real estate investment trust

specializing in sale-leaseback, joint-venture, mortgage and mezzanine financing of need driven and

discretionary senior housing and medical investments. NHI’s portfolio consists of independent,

assisted and memory care communities, entrance fee retirement communities, skilled nursing

facilities, medical office buildings and specialty hospitals.

Insider Ownership




http://www.sec.gov/Archives/edgar/data/877860/000087786015000022/a2015def14a.htm


Date Name Designation Type

August 11, 2015 Justin Hutchens President and CEO Resignation

Value Investors

Davis Selected Advisers holds stake in the company as of 2nd quarter of 2015.


Eric Mendelsohn Mr. Mendelsohn has over 15 years healthcare real estate and financing experience. Previously, Eric was with Emeritus Senior Living for nine years, most recently as a Senior Vice President of Corporate Development, where he was responsible for the financing and acquisition of assisted living properties, home health care companies and executing corporate finance strategies. Prior to Emeritus, Eric was with the University of Washington as a Transaction Officer where he worked on the development, acquisition and financing of research, clinic and medical properties. Prior to that, Eric was a practicing transaction attorney, representing lenders and landlords. Eric has a BS from American University in International Relations, a Law degree from Pepperdine University, and a Masters (LLM) in Banking and Finance from Boston University. Eric is a member of the Florida and Washington State Bar Associations. Notable Points: 1. Mr. Mendelsohn’s tenure with National Health Investors Mr. Mendelsohn joined National Health Investors in January 2015 as EVP of Corporate Finance. 2. Mr. Mendelsohn’s tenure with Emeritus Corporation (NYSE: ESC) Emeritus Corporation, doing business as Emeritus Senior Living, is an assisted living and memory care provider, with the ability to serve approximately 54,000 residents. It generated $1.9 billion revenue in 2013. In July 2014, Brookdale Senior Living, Inc. and Emeritus Corp. merged together to form USA’s first national senior living solutions company. Mr. Mendelsohn served Emeritus Senior Living from 2006 to 2015. He most recently served as a SVP of Corporate Development. He was one of the top 15 executives in the company. Mr. Mendelsohn claims the following accomplishments during his tenure with Emeritus: Orchestrated a business partnership with Blacktsone private equity and accelerated financing

and licensing for a 144 building (Sunwest), multi-location transaction worth $1.4 billion dollars. Built relationships with more than 40 credible lending institutions and professional service firms

to optimize timing and market opportunities. Led transaction team to consummate a $5.7 billion merger with Brookdale Senior Living

Solutions.

Other Experience Mr. Mendelsohn served as a Transaction Officer for University of Washington from 2000 to 2006. From 1998 to 2000, Mr. Mendelsohn served as Transaction Lead / Counsel in Sound Transit.




CEO Compensation: http://www.sec.gov/Archives/edgar/data/877860/000087786015000079/a8k10515ceo.htm Compensation http://www.sec.gov/Archives/edgar/data/877860/000087786015000022/a2015def14a.htm


http://www.sec.gov/Archives/edgar/data/877860/000087786015000079/a8k10515ceo.htm



Enable Midstream Partners, LP (NYSE: ENBL)



Poor share price performance since IPO The company’s share price crashed 25% since its IPO in April 2014. Lynn L. Bourdon III, CEO of Enable GP since February 2014, resigned as CEO in June 2015.

b) Past track record of the new CEO Internal appointment: On October 27, 2015, Enable GP, LLC appointed Rodney J. Sailor as

President and CEO effective January 1, 2016.

What we like Mr. Sailor’s claims that during his tenure with Williams Companies (2005 to 2011), he assisted in

the formation of two master limited partnerships - Williams Partners (WPZ) and Williams Pipeline Partners (WMZ) and the spin-off of WPX Energy.

Mr. Sailor served as a Director of Williams Pipeline GP, LLC, the general partner of WMZ, from January 2008 until WMZ merged with WPZ in August 2010.

Mr. Sailor claims that during his 27 year career at Williams, he served in leadership positions focused on corporate finance, strategic planning and development, accounting and international finance.


We do not have much publicly available to evaluate the performance of Mr. Sailor. d) Ranking


II. Basic Information Market capitalization: $5 billion

Business Enable Midstream Partners is a publicly traded master limited partnership. The partnership owns, operates and develops strategically located natural gas and crude oil infrastructure assets. Insider Ownership All directors and executive officers as a group hold less than 1%. CenterPoint Energy, Inc. holds 55.4%. OGE Energy Corp. holds 26.3%. ArcLight Capital Partners, LLC holds 11.3%. Note: The Company was formed in May 2013 as a limited partnership amongst CenterPoint Energy, OGE Energy and ArcLight.





August 1, 2015 William D. Rogers Director Appointed

August 1, 2015 Gary L. Whitlock Director Resignation

June 01, 2015 Scott Prochazka Chairman Appointment

January 2015 E. Keith Mitchell EVP and COO Resignation

December 18, 2014 Alan Harris Director Appointment

August 28, 2014 Stephen E. Merrill EVP and Chief Administrative Officer Resignation

III. Detailed past track record analysis Rodney J. Sailor Mr. Sailor, 56, has served as Chief Financial Officer of Enable GP since March 2014 and Executive Vice President of Enable GP since April 2014. Previously, Mr. Sailor served as Senior Vice President and Chief Financial Officer of WPX Energy, Inc. from December 2011 to March 2014, as Chief Financial Officer of Apco Oil and Gas International, Inc. from December 2012 to March 2014, and as Vice President and Treasurer of The Williams Companies, Inc. from 2005 to 2011. Mr. Sailor also served as a Director of Williams Partners GP, LLC, the general partner of Williams Partners, LP, from October 2007 to August 2010 and as a Director of Apco Oil and Gas International, Inc. from September 2006 to March 2014.



Walter Investment Management Corp. (NYSE:WAC)



Stock price erosion: In the last 2.8 years, the company’s stock price consistently declined by more than 65%. Exit of Mark J. O’Brien: Mr. O’Brien served as CEO since April 2009. In October 2015, he resigned as

CEO. During his tenure, the company’s revenue increased from $188 million in 2009 to $1.49

billion in 2014.

b) Past track record of the new CEO Internal appointment: On October 5, 2015, Walter Investment appointed Denmar J. Dixon as CEO effective October 10, 2015. What we like Mr. Dixon retired in 2008 after 24 years with Bank of America and Banc of America Securities. At

the time of his retirement, Mr. Dixon was a Managing Director of the Corporate and Investment Banking group and held the position of Global Head of the Basic Industries group. Mr. Dixon claims that during his tenure at Banc of America, he completed mergers and

acquisitions, equity and debt capital raising and financial restructuring transactions totaling in excess of $75 billion.

c) Significant limitation We do not have much publicly available information to evaluate the performance of Mr. Dixon.

d) Ranking



II. Basic Information Market capitalization: $620 million Business Walter Investment Management Corp. is a diversified mortgage banking firm focused primarily on

the servicing and origination of residential loans, including reverse loans. Based in Tampa, Fla., the

company has approximately 6,000 employees and services a diverse loan portfolio.

Insider Ownership

All directors and executive officers as a group hold 5%.


Nil



Value Investors

First Pacific Advisors holds stake in the company as of 2nd quarter of 2015.


Denmar J. Dixon Mr. Dixon, age 53, has served as a Director of the company since April 2009 (and its predecessor since December 2008). He has also served as Vice Chairman of the Board and Executive Vice President of the company since January 2010 and Chief Investment Officer of the company since August 2013. Prior to becoming an executive officer of the company, he also had served as a member of the Board’s Audit Committee and Nominating and Corporate Governance Committee and as Chairman of the Compensation and Human Resources Committee (Mr. Dixon resigned from each of these committee positions immediately prior to his appointment as Vice Chairman of the Board and Executive Vice President of the company). Prior to serving on the Board, Mr. Dixon was elected to the Board of Managers of JWH Holding Company, LLC, a wholly-owned subsidiary of Walter Industries, Inc., in anticipation of the spin-off of Walter Investment Management, LLC from Walter Industries, Inc. (now known as Walter Energy, Inc.). In 2008, Mr. Dixon founded Blue Flame Capital, LLC, a consulting, financial advisory and investment firm. Prior to forming Blue Flame Capital, LLC, Mr. Dixon spent 23 years with Banc of America Securities, LLC (Banc of America) and its predecessors. At the time of his retirement from Banc of America, Mr. Dixon was a Managing Director in the Corporate and Investment Banking group and held the position of Global Head of the Basic Industries group. 1. Mr. Dixon’s tenure with Walter Investment Management Mr. Dixon joined Walter Investment Management as a Director on the Board in April 2009. Job titles:

January 2010 until October 2015: EVP August 2013 until October 2015: Chief Investment Officer Since April 2009: Director

Mr. Dixon claims that he played an important role in the strategic transactions that culminated with the spin-out of Walter Investment Management from Walter Energy in 2009. Prior to serving as a Director of the company, Mr. Dixon was elected to the Board of Managers of JWH Holding Company, LLC, a wholly-owned subsidiary of Walter Energy. 2. Mr. Dixon’s tenure with Blue Flame Capital, LLC In 2008, Mr. Dixon founded Blue Flame Capital, LLC, a consulting, financial advisory and investment firm. 3. Mr. Dixon’s tenure with Bank of America Mr. Dixon retired in 2008 after 24 years with Bank of America and Banc of America Securities. At the time of his retirement, Mr. Dixon was a Managing Director of the Corporate and Investment Banking group and held the position of Global Head of the Basic Industries group. Mr. Dixon claims that during his tenure at Banc of America, he completed mergers and acquisitions, equity and debt capital raising and financial restructuring transactions totaling in excess of $75 billion.



Diamond Hill Investment Group, Inc. (NASDAQ:DHIL) I. Executive Summary


Exit of top performing CEO Mr. Dillon served as CEO since May 2000. On October 28, 2015, Mr. Dillon resigned as CEO effective January 1, 2016. During his tenure: The company’s adjusted share price increased by more than 44 times. The company’s’ revenue increased from $0.6 million in 2002 to $104 million in 2014. During the

same period, net income increased from $(2.4) million to $31.5 million. b) Past track record of the new CEO Internal appointment: On October 28, 2015, Diamond Hill Investment Group, Inc. appointed

Christopher M. Bingaman to succeed Mr. Dillon as CEO effective January 1, 2016.


We do not have much publicly available information to evaluate the performance of Mr. Bingaman.

d) Ranking


II. Basic Information Market capitalization: $692 million Business Diamond Hill Investment Group, Inc. is an investment management firm with significant employee

ownership and $15.9 billion in assets under management as of September 30, 2015. It provides

investment management services to institutions and individuals through mutual funds, institutional

separate accounts, an exchange traded fund, and private investment funds.

Insider Ownership


Key Management Changes On July 30, 2014, James F. Laird announced that he would retire as CFO effective December 31,

2014 and the company announced that Thomas E. Line would succeed Mr. Laird as CFO. Also, on July 30, 2014, the company appointed Christopher M. Bingaman as President and Lisa M.

Wesolek as COO effective January 1, 2015.



Value Investors

The following value investors held the company’s shares as of 2nd quarter of 2015: Akre Capital Management, Wasatch Advisors.


Christopher M. Bingaman

Mr. Bingaman, 49, joined DHCM in 2001 and currently serves as its President and as co-portfolio manager of the Diamond Hill Long-Short Fund and Financial Long-Short Fund. He served as Co-Chief Investment Officer of DHCM from December 2011 through December 2014. Mr. Bingaman will continue to serve in these roles after his appointment as Chief Executive Officer of the company. From 1997 to March 2001, Mr. Bingaman was a Senior Equity Analyst for Nationwide Insurance. In 1997, Mr. Bingaman was an Equity Analyst for Dillon Capital Management. From 1990 to 1997, Mr. Bingaman held various positions at Fifth Third Bank, First Chicago NBD and NBD Bank. Mr. Bingaman has over 25 years experience in the investment management industry.

Education Chartered Financial Analyst (CFA), 1998. MBA, University of Notre Dame. BA in Finance, Hillsdale College (cum laude).



AK Steel Holding Corporation (NYSE:AKS) I. Executive Summary


In the last fourteen months, the company’s share price crashed 75%. The company incurred net losses in seven fiscal years out of eleven years. Even though the company’s revenue increased from $2.9 billion for the six months ended June 30,

2014 to $3.4 billion for the six months ended June 30, 2015, net loss increased from $(103) million to $(370) million.

b) Past track record of the new CEO Internal appointment: On October 23, 2015, AK Steel Holding Corporation appointed Roger K.

Newport as CEO effective January 1, 2016.


We do not have much publicly available information to evaluate the performance of Mr. Newport.

d) Ranking


II. Basic Information Market capitalization: $505.4 million Business AK Steel is engaged in the production of flat rolled carbon, stainless and electrical steel products, primarily for automotive, infrastructure and manufacturing, construction and electrical power generation and distribution markets. Insider Ownership

All directors and executive officers as a group hold 2.03% Recent management and board changes


Title

Effective January 1, 2016 James L. Wainscott Resignation CEO and President

Effective January 1, 2016 Roger K. Newport Appointment CEO

Effective January 1, 2016 Kirk W. Reich Appointment President and COO

June 12, 2015 Keith J. Howell Resignation SVP Operations

May 28, 2015 Joseph C. Alter Appointment VP

April 13, 2015 David C. Horn Resignation EVP

March 19, 2015 Shirley D. Peterson Resignation Director

Effective August 1, 2014 Sheri H. Edison Appointment Director



Value Investors

Point72 Asset Management held the company’s shares as of 2nd quarter of 2015.

III. Detailed past track record analysis Roger K. Newport Mr. Newport started his career with the company in 1985 in the accounting department. He advanced through a number of increasingly responsible finance, sales and marketing roles at the corporate headquarters and the company’s Middletown Works. He was named Controller in 2001, and Chief Accounting Officer in 2004. He was named Vice President, Business Planning and Development in 2010, and Vice President, Finance and Chief Financial Officer in 2012. He was named Senior Vice President, Finance and Chief Financial Officer in 2014, and Executive Vice President, Finance and Chief Financial Officer in 2015. Mr. Newport is a member of the Board of Directors of the American Iron and Steel Institute and the World Steel Association, and Chairman of the Steel Market Development Institute CEO Group. He is also a member of the Board of the Cincinnati USA Regional Chamber. He serves on the Dean’s Executive Advisory Board for Xavier University’s Williams College of Business. He served as Group Chair, Special Projects for the 2014 United Way of Greater Cincinnati Campaign. He holds a BBA degree in Accounting from the University of Cincinnati and an MBA with honors from Xavier University. Compensation http://www.sec.gov/Archives/edgar/data/918160/000119312514149768/d662043ddef14a.htm (Page: 62)




Cocrystal Pharma, Inc., formerly Biozone Pharmaceuticals, Inc. (OTCBB: COCP)



Dr. Gary Wilcox, who served as CEO since January 2014, resigned due to medical reasons.

Stock price crash: In the last six months, the company’s stock price crashed by 50%.

Negligible revenue: The company generated $0.01 million revenue in 2014. The company generated net losses in the last two years.

b) Past track record of the new CEO Internal appointment: On October 1, 2015, Cocrystal Pharma, Inc. appointed Jeffrey Meckler as CEO.

Mr. Meckler served as the company’s interim CEO from March 2015 to September 2015.

c) Significant limitation We do not have much publicly available information to evaluate the performance of Mr. Meckler.

d) Ranking



II. Basic Information Market capitalization: $541 million

Business Cocrystal is a pharmaceutical company seeking to discover novel antiviral therapeutics as

treatments for serious and/or chronic viral diseases. Cocrystal employs unique technologies and

Nobel Prize winning expertise to create first-and-best-in-class antiviral drugs.

Insider Ownership




October 1, 2015 Douglas Mayers Chief Medical Officer Appointment

July 2015 Walt Linscott General Counsel and

Corporate Secretary

Appointment

March 2015 Jeffrey Meckler Interim CEO Appointment

Value Investors

NA




Jeffrey Meckler Mr. Meckler was appointed as a Director in connection with the RFS Pharma Merger as of

November 25, 2014. Since March 31, 2015, Mr. Meckler has served as the company’s Chief

Executive Officer. Since 2009, Mr. Meckler has been the Managing Director of The Andra Group, a

life sciences consulting firm. Since 2012, Mr. Meckler has served on the Board of Directors of QLT,

Inc. (NASDAQ:QLTI), an ultra-orphan ophthalmic biotechnology company and since 2014, he has

also served on the Board of Directors of Retrophin, Inc. (NASDAQ:RTRX), also an orphan

biopharmaceutical company focused on the treatment of catastrophic diseases. Previously, from

2011 to 2012, Mr. Meckler acted as a Director and interim CEO of Cypress Bioscience, Inc. after its

acquisition by Royalty Pharma. He also served as a Director of ClearFarma USA from 2010 to 2012,

Kyalin Bioscience from 2011 to 2012 and Alveolus, Inc. from 2007 to 2009.

Notable Points Mr. Meckler has over 25 years experience in life science companies 1. Mr. Meckler’s tenure with Andra Group The Andra Group is a life sciences consulting firm that assists clients with strategic planning and business development. Mr. Meckler is Managing Director of Andra Group since 2009. 2. Mr. Meckler’s tenure with Cypress Bioscience, Inc. Cypress Bioscience, Inc. is a pharmaceutical company. In January 2011, it was acquired by Ramius and Royalty Pharma for $255 million. From 2011 to 2012, Mr. Meckler acted as a Director and interim CEO of Cypress Bioscience, Inc. after its acquisition by Royalty Pharma. 3. Mr. Meckler’s tenure with Ridgeback Capital Management Ridgeback Capital Management is a hedge fund founded by Wayne Holman in 2006. Mr. Meckler served as a healthcare investment analyst from 2007 to 2009. 4. Mr. Meckler’s tenure with Pfizer, Inc. (NYSE: PFE) Pfizer, Inc. is a biopharmaceutical company. Mr. Meckler held a series of positions at Pfizer, Inc. in Manufacturing Systems, Market Research, Business Development, Strategic Planning and Corporate Finance from 1990 to 2007. 5. Mr. Meckler’s tenure as Director a) Alveolus, Inc. Alveolus, Inc. produces non-vascular interventional stents used for esophageal, tracheobronchial, and biliary stenting procedures. Mr. Meckler served as a Director of Alveolus, Inc. from 2007 to 2009. In March 2009, Merit Medical Systems, Inc. acquired Alveolus’ assets for approximately $19 million. Alveolus’ revenue was $8.2 million in FY ‘08.



b) Others Mr. Meckler is a Director of Retrophin, Inc., a publicly traded biopharmaceutical company since

2014. Mr. Meckler served as a Director of Kyalin Bioscience from 2011 to 2012. Mr. Meckler is also a Director of QLT since 2012. Mr. Meckler served as a Director of ClearFarma USA from 2010 to 2012. Mr. Meckler serves on the Board of Children of Bellevue, a non-profit organization. CEO Compensation: http://www.sec.gov/Archives/edgar/data/1412486/000141588915003248/cocp8k_oct12015.htm Compensation: http://www.sec.gov/Archives/edgar/data/1412486/000141588915001927/0001415889-15-001927-index.htm


http://www.sec.gov/Archives/edgar/data/1412486/000141588915003248/cocp8k_oct12015.htm

http://www.sec.gov/Archives/edgar/data/1412486/000141588915001927/0001415889-15-001927-index.htm


3D Systems Corporation (NYSE:DDD) I. Executive Summary


Exit of CEO after the company’s poor performance in the last two years

Avi N. Reichental has served as CEO since September 2003. On October 28, 2015, Mr. Reichental resigned as CEO. During his tenure: In the last twenty two months, the company’s share price crashed 89% from $96.42 per share in

January 2014 to $10.85 per share in October 2015. Even though the company’s revenue increased 27.3% to $653.7 million in 2014 in comparison to

2013, net income decreased 74%.

b) Past track record of the new CEO Internal appointment / Interim CEO: On October 28, 2015, 3D Systems Corporation appointed

Andrew M. Johnson as President and CEO on an interim basis.

c) Significant Limitation We do not have much publicly available information to evaluate the performance of Mr. Johnson. d) Ranking


II. Basic Information Market capitalization: $1.2 billion Business 3D Systems provides advanced and comprehensive 3D digital design and fabrication solutions

available today, including 3D printers, print materials and cloud sourced custom parts. Its powerful

ecosystem transforms entire industries by empowering professionals and consumers everywhere

to bring their ideas to life using its vast material selection, including plastics, metals, ceramics and

edibles.

Insider Ownership






May 14, 2015 Theodore A. Hull EVP, CFO Resigned

May 14, 2015 David R. Styka EVP, CFO Appointed

January 14, 2015 David R. Styka VP, Chief Accounting Officer Appointed

November 2014 Ted Hull EVP, CFO Appointed

October 27, 2014 Mark Wright EVP, COO Appointed

III. Detailed past track record analysis Andrew M. Johnson Mr. Johnson, 41, has served as Executive Vice President, Chief Legal Officer and Secretary of the company since November 2014, having previously served as Vice President, General Counsel and Secretary from April 2012 to November 2014 and as Assistant General Counsel and Assistant Secretary from 2006 to April 2012. Prior to joining the company in 2006, Mr. Johnson was an Associate at Hunton & Williams, LLP, an international law firm.



Arena Pharmaceuticals, Inc. (NASDAQ:ARNA)



Exit of Co-founder: Jack Lief co-founded the company and served as its President and CEO from April 1997 to October 2015. During his tenure, the company completed its IPO in July 2000. Revenue increased from $7.6 million in 2000 to $36.9 million in 2014. The company generated net losses throughout his tenure. Stock price crash: In the last three years, the company’s share price consistently declined by 80%. b) Past track record of the new CEO Internal appointment/ Interim CEO: On October 5, 2015, Arena Pharmaceuticals appointed Harry F. Hixson, Jr., as interim CEO.

Note: Mr. Hixson was appointed on interim basis and hence we have not done any detailed research

on him.

c) Ranking TRACK RECORD OF CEO: LACK OF DATA


II. Basic Information Market capitalization: $511 million Business Arena Pharmaceuticals, Inc. is a biopharmaceutical company focused on discovering, developing

and commercializing drugs.

Insider Ownership

All directors and executive officers as a group hold 2.78%. Recent management and board changes


October 5, 2015 Jack Lief President, CEO and

Principal Financial Officer

Retired

July 9, 2015 Jack Lief Principal Financial Officer Appointed

July 9, 2015 Jennifer K. Bielasz Principal Accounting Officer Appointed

June 15, 2015 Robert E. Hoffman SVP, Finance and CFO. Resigned



Value Investors

The following value investors held the company’s shares as of 2nd quarter of 2015: Fisher Asset Management, Horizon Kinetics.

PAST TRACK RECORD ANALYSIS Harry F. Hixson Harry F. Hixson, Jr., PhD, has served as a member of Arena’s Board since September 2004 and as its

Chief Executive Officer since October 2015. Dr. Hixson served as the Chairman of the Board of

Directors of Sequenom, Inc., a genomics company, from January 2003 to March 2015, and as its

Chief Executive Officer from September 2009 to June 2014. Dr. Hixson served as Chief Executive

Officer of BrainCells, Inc., a drug discovery and development company, from 2004 to 2005; as Chief

Executive Officer of Elitra Pharmaceuticals, Inc., a biopharmaceutical company, from 1998 to 2003;

and in various management positions with Amgen, Inc., a biopharmaceutical company, from 1985

to 1991, most recently as President and Chief Operating Officer. Within the past five years, Dr.

Hixson also served as a member of the Board of Directors of NovaBay Pharmaceuticals, Inc., a

biopharmaceutical company, and Infinity Pharmaceuticals, Inc., a biopharmaceutical company. Dr.

Hixson holds a BS in Chemical Engineering from Purdue University, an MBA from the University of

Chicago and a PhD in Physical Biochemistry from Purdue University.

Compensation


(Page: 51)




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