Arosa Investment Management LLC, the beneficial owner of approximately 9.9% of the shares of Datatrak International, Inc. (OTC: DTRK) that has initiated a proxy contest to elect three new directors at Datatrak's annual meeting of shareholders scheduled to be held on November 11, 2015, again states its optimistic view of the opportunity available at DTRK under a new direction led by experienced and independent directors. As discussed in Arosa Investment Management’s proxy statement provided to shareholders, if Arosa Investment Management is successful in obtaining control of the DTRK board, we plan to take the following actions:
1. Elect a new chairman of the board and implement best corporate governance practices for the operation of the board going forward. The Chairman and CEO roles will be separated, which will provide shareholders improved oversight of the CEO’s performance and activities. Currently, for example, the CEO/Chairman is, in effect, reporting to himself. A Chairman independent of the CEO will give shareholders objective oversight and restore a much needed balance of power between the Board, whose primary job is to be stewards for shareholders, and management, who serves at the leisure of shareholders via the Board. When shareholders have a truly independent board, management can be objectively assessed to ensure that all shareholders receive the best possible performance and results from its management.
2. Undertake reviews for the executive management of the company and review their performance against industry benchmarks; attract new talent to the company where necessary. Arosa Investment Management believes the insiders at the top are long overdue to be subject to true performance reviews led by independent directors. However, Arosa does not plan to undertake drastic changes in Datatrak’s current operations, employees, clients or other business partners. For example, Arosa Investment Management questions the recent investigation of the CEO relating to his potential fiscal mismanagement and breach of company Code of Conduct and Ethics. We think there are many people at Datatrak currently making extremely valuable contributions to the company. We further believe that most Datatrak employees will experience a significant boost in morale and enthusiasm once top executives are held accountable to the same standards as all other employees. This is simply restoring fairness and integrity.
3. Review and adjust compensation arrangements for senior executives, including the CEO and CFO, so that their incentives are clearly aligned with the interests of shareholders. Arosa Investment Management believes the current Datatrak directors have failed to appropriately measure the performance and compensation of senior executives. The current directors have failed to demonstrate adequate oversight and negotiate executive agreements that serve the best interests of all shareholders. The result we believe is bloated salaries and benefits for top executives, such as the CEO and CFO, and insider equity programs that primarily benefit these same executives at an excessive cost to outside shareholders. The majority of the company’s equity programs have benefitted the CEO and CFO and not most all employees. Arosa Investment Management believes this is unfair to most all of Datatrak’s hardworking and talented employees. We will listen to all of the employees and shareholders and make sure that top executives treat all employees and shareholders fairly and respectfully. As just one of many examples, Arosa Investment Management would immediately review and renegotiate the lavish compensation plans for the CEO and CFO, under which Datatrak’s limited resources have been depleted by millions of dollars, significantly reducing the resources available for growing the company, attracting additional talent and providing benefits to current employees.
4. Restore profitability within only a few quarters by significantly reducing lavish CEO and CFO compensation; analyze resource allocation to the expensive Medidata litigation and consider alternatives to resolve the litigation expeditiously, maximize the strategic value of each asset of the company, including the underutilized core technology; attract key industry talent that we have specifically identified to Datatrak using money saved by the above measures; and restore current Datatrak employees’ morale and enthusiasm with proper oversight of top executives. Arosa Investment Management believes that Datatrak can be restored to profitability within a few quarters if its slate of directors is elected due to our proven track record of efficiently allocating resources. Datatrak’s limited resources make capital and resource allocation decisions by Datatrak’s directors crucial. Over five years of poorly allocating Datatrak’s resources, the Chairman/CEO and other directors have diverted significant value away from employees and growth and instead towards grossly enriching the CEO and CFO unjustly. Further, the Chairman/CEO’s misguided zeal for litigation has depleted corporate resources. Arosa Investment Management’s candidates are disciplined and include individuals with legal experience who understand how to wisely handle legal issues to preserve corporate resources for company growth and providing adequate benefits all employees and their projects and efforts. Arosa Investment Management believes that Datatrak should not sit idly on its significantly underutilized core technologies, but that the value of its full utilization must be realized to retain current clients, attract new clients and capture growing market share in an industry that is growing rapidly.
5. Restore integrity and character to Datatrak and repair its tarnished industry reputation caused by the poor judgment displayed by the Chairman/CEO and other directors. Arosa Investment Management repeatedly hears from current and former Datatrak employees about the promise and potential of Datatrak’s technology and employees. Sadly, we believe the poor judgment and reputational issues of the Chairman and certain directors have too often been a roadblock to Datatrak realizing its full potential. Arosa Investment Management believes that Datatrak has operated for far too long under an absent board of directors with a significant lack of focus on profitability and returns for shareholders. We appreciate the focus that the company places on the customer experience. We believe the company can also achieve fair results for its shareholders by implementing appropriate operational and financial performance standards. We believe that by being a more successful and profitable company, Datatrak will be a greater benefit to its clients, employees and business partners as well. Our experienced and independent director candidates offer a refreshing change that already has generated enthusiasm among current employees and long-time shareholders. Moreover, we believe our election and a change of leadership at Datatrak’s board will attract new investors who believe than Datatrak is undervalued but will only invest if new leadership at the board level emerges.
Despite a long track record of poor results at Datatrak since the current Chairman’s regime began May 15, 2008—over 7 years of cumulative losses and a stock price languishing around or below $6 per share—we see great opportunity at Datatrak under a new and independent board of directors with a renewed focused on returns for shareholders and valuing current employees. Arosa Investment Management believes that a change in direction is long overdue at Datatrak and that this change should be led by a majority of experienced outside directors who will act in the best interests of all shareholders because we have “skin in the game” as large shareholders of Datatrak alongside you. Alex Tabatabai has been a highly successful investor and has a tremendous track record of sound and well-reasoned judgment for the benefit of shareholders. Arosa Investment Management’s slate of director candidates have been highly successful business operators, investors, partners, lawyers, entrepreneurs and heroic military leaders.
Despite the shameless and empty scare tactics and endless entrenchment devices coming from Datatrak’s Chairman/CEO and others close to him, long-time shareholders and employees have embraced Arosa Investment Management’s slate of highly successful director candidates. We believe that Datatrak’s shareholders and employees see great opportunity at Datatrak with Arosa Investment Management’s involvement. This is clearly demonstrated by the significant number of votes cast for our BLUE proxy ballotto date. We urge shareholders to review our proxy statement and other materials in detail. If you have any questions, please contact us.
Arosa Investment Management would like to thank the many Datatrak shareholders who have returned our BLUE proxy card. Every vote is important, and we ask for your support by returning our BLUE proxy card today. We intend to bring positive change to the Datatrak board and restore integrity, character and proper oversight to the company. If you have any questions, or need any assistance voting our BLUE proxy card, please contact Alliance Advisors, Arosa Investment Management’s proxy advisor, toll-free at 855-737-3183.
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