Everbridge — Proxy Contest (May 2022)
26 slides from Everbridge's proxy contest presentation, May 4, 2022
Slide 1: Investor Presentation May 2022
Investor Presentation May 2022
Slide 2: Cautionary Language Concerning Forward-Looking Statements
Cautionary Language Concerning Forward-Looking Statements These presentation materials contain "forward-looking statements" within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, statements regarding the anticipated o
Slide 3: Supporting the Everbridge Board is the Best Path to Unlocking Value
Everbridge is a leader in Critical Event Management (“CEM”) and Public Warning – a valuable, mission-critical business with strong long-term prospects Everbridge’s Board has conducted a comprehensive review of our strategy and operations and is taking action to improve our go-to-market efforts, cost
Slide 4: Supporting the Board is the Best Path to Unlocking Value (cont'd)
Supporting the Everbridge Board is the Best Path to Unlocking Value (cont’d) A Vote AGAINST Will Support Ancora’s Sole Objective of a Near-Term Sale A Vote FOR Everbridge’s Directors Supports Value Creation and Optionality Supports the Board’s initiatives to simplify our products, improve go-to-mark
Slide 5: Agenda
Overview of Everbridge Everbridge’s Initiatives to Unlock Near-Term Value Overview of Everbridge’s Board and Governance Ancora’s Campaign for an Immediate Sale Agenda 6 – 9 10 – 14 15 – 18 19 – 22 Pages 1 4 3 2
Slide 6: Everbridge Overview
Everbridge Overview We provide enterprise software applications to improve organizational response for critical events to keep people safe and organizations running. Faster. Adjusted EBITDA Positive 6.1K+ Enterprise Customers 2 Yearly Free Cash Flow Positive 110%+ Net Revenue Retention 3 1.9K+ Emplo
Slide 7: Strategically Positioned to Continue Leadership in Critical Event Management
Significant addressable market with $41B+ opportunity Highly attractive unit economics Leading NPS scores Strong network effects Proven land-and-expand strategy Strong net retention and huge opportunity to cross-sell product portfolio Strategically Positioned to Continue Leadership in Critical Event
Slide 8: Everbridge's Technology Helps Respond to Critical Threats
Everbridge’s Technology Helps Enterprises, Governments, and Organizations Respond to the Most Critical Threats Facing Their Stakeholders Selected Critical Events Impacting Stakeholders Natural Disasters Pandemics & Biohazards Geopolitical Events High-Impact Cyber Events Representative Everbridge Cli
Slide 9: Everbridge's Board Has a Track Record of Delivering Results
Everbridge’s Board Has a Track Record of Delivering Results Despite recent growth headwinds, Everbridge’s Board has consistently delivered on its commitments and has plans in place to address current challenges What Everbridge’s Board Has Delivered Track record of revenue growth (37% CAGR from IPO t
Slide 10: The Board is Taking Actions to Respond to Key Challenges
The Board is Taking Actions to Respond to Key Challenges Amidst recent challenges and leadership transition, the Board undertook a proactive, comprehensive review of strategy and operations and is taking actions to improve value Pausing material new M&A and focusing on accelerating integration along
Slide 11: Pausing Material New M&A
Pausing Material New M&A 1 Everbridge has a track record of successful M&A – however, recent performance of large, strategic acquisitions in 2021 has made it prudent to pause our acquisition strategy Everbridge M&A Overview Complete the integration of recent acquisitions Simplify our products and or
Slide 12: Product Simplification and Integration Increases Efficiencies
Product Simplification and Integration Increases Efficiencies and Drives Land-and Expand Opportunities 2 & 3 The initiatives underway to simplify our product offering will facilitate more efficient sales motions and greater customer adoption, which will unlock increased land-and-expand potential Ben
Slide 13: Streamlining Strategy, Product, and Operations
Streamlining Strategy, Product, and Operations 4 Everbridge is taking action to pause material new M&A, integrate strategic acquired assets, streamline product offerings, and enhance operations to achieve sustainable profitable growth for the long-term Pausing material M&A and focusing on increasing
Slide 14: CEO Succession Process Facilitates Value-Creation
CEO Succession Process Facilitates Value-Creation and Improves Optionality for Shareholders A successful conclusion of the CEO search process is likely to enhance our standalone value and improves optionality In December 2021, David Meredith notified the Board of his intention to resign from his rol
Slide 15: Board-Led Review of Strategy and Operations
Board-Led Review of Strategy and Operations David Henshall appointed to the Board in January 2022, and designated Vice Chair Leveraging Mr. Henshall’s extensive operational experience as CEO and CFO of a multi-national technology company, the Board tasked him with: Advising on our comprehensive revi
Slide 16: Highly Independent Board with New Perspectives
Highly Independent Board with New Perspectives Finance Investor Perspective Operations Software-as-a- Service Executive Leadership Telecom Technology Digital Marketing Public Company Board Risk Management Board Overview Highly Independent Balanced Tenures Diverse Perspectives 88% of Board is indepen
Slide 17: Directors Targeted by Ancora are Key to Current Initiatives
Directors Targeted by Ancora are Key to the Current Initiatives Underway and the Board’s Effective Oversight of Management Absent the continued service of directors targeted by Ancora, average director tenure would be approximately three years and the Board would lack valuable context regarding Ever
Slide 18: Everbridge is Engaged with Its Shareholders and Responds to Feedback
Everbridge is Engaged with Its Shareholders and Responds to Feedback 80% of shares outstanding contacted for engagement 50% of shares outstanding engaged The Board has demonstrated responsiveness to shareholders by evolving Everbridge’s governance practice What we heard from shareholders How we resp
Slide 19: Ancora's Singular Focus on an Immediate Sale is Not in Shareholders' Interests
Ancora’s Singular Focus on an Immediate Sale is Not in the Best Interests of Everbridge’s Shareholders Ancora entered the stock at a low-point and its agenda would cap upside and risk shareholder value Everbridge NTM Revenue Multiple 1 Last Five-Years Ancora established its position and initiated a
Slide 20: We Have Repeatedly Engaged with Ancora
We Have Repeatedly Engaged with Ancora, But Ancora Has Yet to Offer Constructive Feedback Consistent with Long-term Value 4 December 9, 2021 David Meredith resigns as CEO of Everbridge and the Board acts immediately to appoint Patrick Brickley and Vernon Irvin as Interim Co-CEOs January 5, 2022 The
Slide 21: Setting the Record Straight
Setting the Record Straight Ancora relies on multiple misleading or incorrect assertions to support its demand for an immediate sale of the Company Ancora Assertion Facts Ancora Mischaracterizes Shareholder Returns “Generated disappointing returns for stockholders for years”1 While challenges in the
Slide 22: Setting the Record Straight (cont'd)
Setting the Record Straight (cont’d) Ancora relies on multiple misleading or incorrect assertions to support its demand for an immediate sale of the Company Ancora Assertion Facts Ancora Mischaracterizes Executive Turnover “[S]ignificant amount of turnover throughout its executive ranks since 2018”
Slide 23: Appendix
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Slide 24: Executive Compensation Elements and Link to Business Strategy
Compensation Element Link to Business Strategy Base Salary 9% of CEO 2021 Target Compensation Help attract, maintain, and motivate executive talent Increases are not automatic or guaranteed, which promotes a performance-first culture Bonus Plan 9% of CEO 2021 Target Compensation Annual variable pay
Slide 25: Everbridge Facilitates Key ESG Initiatives of Our Clients
Everbridge Facilitates Key ESG Initiatives of Our Clients and is Taking Action on ESG Metrics and Disclosure Improving ESG Disclosure Facilitating ESG Outcomes (selected) Determining key ESG objectives and begin measuring progress against those goals Enhancing disclosure on ESG section of Investor R
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