Matthews International Corporation · NASDAQ:MATW
Matthews International — Proxy Contest (January 2025)
69 slides from Matthews International's proxy contest presentation, Jan 27, 2025
Slide 1: Committed to Shareholder Value Creation
Committed to Shareholder Value Creation January 2025 STRICTLY PRIVATE AND CONFIDENTIAL
Slide 2: Our actions have built a scaled, established and diversified platform
CONFIDENTIAL OUR ACTIONS HAVE BUILT A SCALED, ESTABLISHED AND DIVERSIFIED PLATFORM TO DRIVE FURTHER GROWTH AND CREATE LONG-TERM SHAREHOLDER VALUE ● Leveraging the Company's legacy as a leader in bronze memorials, graphics imaging and marking technology, current management has strategically diversifi
Slide 3: Our actions have built a scaled, established and diversified platform (cont'd)
CONFIDENTIAL OUR ACTIONS HAVE BUILT A SCALED, ESTABLISHED AND DIVERSIFIED PLATFORM TO DRIVE FURTHER GROWTH AND CREATE LONG-TERM SHAREHOLDER VALUE (CONT’D) ● Our pending strategic sale of SGK Brand Solutions at an attractive premium will allow us to simplify our corporate structure while improving ou
Slide 4: Barington's four-step plan presents no new ideas
CONFIDENTIAL BARINGTON’S FOUR-STEP PLAN PRESENTS NO NEW IDEAS BARINGTON’S DEMANDS MATTHEWS ACTIONS We continue to regularly refresh the Board, having added 3 new independent directors since 2020 and nominated Mr. Nauman for election at the 2025 annual meeting; Mr. Nauman’s expertise in specialty p
Slide 5: Barington's campaign is misleading and misinformed
CONFIDENTIAL BARINGTON’S CAMPAIGN IS MISLEADING AND MISINFORMED BARINGTON’S MISGUIDED CLAIMS THE FACTS Matthews pursued the sale of SGK only after We have been pursuing an SGK transaction since 2019, well before Barington was even a Barington commenced a proxy contest shareholder The acquisi
Slide 6: Barington's campaign is misleading and misinformed (cont'd)
CONFIDENTIAL BARINGTON’S CAMPAIGN IS MISLEADING AND MISINFORMED (CONT’D) BARINGTON’S MISGUIDED CLAIMS THE FACTS During his consulting relationship with the Company, Mr. Mitarotonda never once presented any suggestion or perspective that was in the business interests of all shareholders and that
Slide 7: Barington's nominees do not enhance the variety of skills and expertise
CONFIDENTIAL BARINGTON’S NOMINEES DO NOT ENHANCE THE VARIETY OF SKILLS AND EXPERTISE ON OUR BOARD OUR PROPOSED BOARD COMPOSITION IS ALREADY WELL-ROUNDED IN KEY AREAS OF IMPORTANCE TO MATTHEWS 64% of Matthews’ proposed Board has None of Barington’s nominees have any 2 Barington nominees had no Limite
Slide 8: Barington nominee considerations
CONFIDENTIAL BARINGTON NOMINEE CONSIDERATIONS Barington’s nominees have no understanding of Matthews, irrelevant skills and track records of questionable M&A oversight Ana Amicarella Chan Galbato James Mitarotonda No public company CEO experience Showed no understanding about Matthews’ Added n
Slide 9: Matthews' nominees bring the right set of skills and expertise
CONFIDENTIAL MATTHEWS' NOMINEES BRING THE RIGHT SET OF SKILLS AND EXPERTISE TO HELP THE BOARD DRIVE LONG-TERM SHAREHOLDER VALUE = Governance & C = Compensation Committee E = Executive Committee G M = M&A Review Committee = Committee Chair = Board Chair Sustainability Committee Alvaro Garcia-Tunon, 7
Slide 10: Our strategic framework remains focused on delivering long-term shareholder value
CONFIDENTIAL OUR STRATEGIC FRAMEWORK REMAINS FOCUSED ON DELIVERING LONG-TERM SHAREHOLDER VALUE We have built a diversified portfolio across brands, solutions and geographies, and the directed stable Memorialization cash flow into 1 the Industrial Technologies business positions us to capture growth
Slide 11: Market reaction to the SGK sale has been overwhelmingly positive
CONFIDENTIAL MARKET REACTION TO THE SGK SALE HAS BEEN OVERWHELMINGLY POSITIVE, WITH OUR SHARE PRICE UP ~15% ON THE DAY OF ANNOUNCEMENT ” “From an economic perspective, the deal is highly attractive and should begin to unlock hidden value in MATW's share price…In summary, we believe this transaction
Slide 12: Overview of our leading business
Overview of our leading business
Slide 13: Matthews International – a history of innovating and creating
CONFIDENTIAL MATTHEWS INTERNATIONAL – A HISTORY OF INNOVATING AND CREATING Our portfolio evolution is based on core business expertise of identification products Marking products and printing plates form the common foundation of each business and drive operational excellence + 1 Our Memorialization
Slide 14: Our business evolution has leveraged our expertise in identification
CONFIDENTIAL OUR BUSINESS EVOLUTION HAS STRATEGICALLY LEVERAGED OUR EXPERTISE IN IDENTIFICATION TO EXPAND OUR ADDRESSABLE MARKETS SINCE OUR IPO, OUR OBJECTIVE HAS BEEN TO STRATEGICALLY EXPAND OUR OFFERINGS AND OPPORTUNITY SET – VERTICALLY AND HORIZONTALLY – ACROSS CORE BUSINESSES WHERE WE HAVE HISTO
Slide 15: We benefit from multiple stable revenue streams across segments, customers and geographies
CONFIDENTIAL WE BENEFIT FROM MULTIPLE STABLE REVENUE STREAMS ACROSS SEGMENTS, CUSTOMERS AND GEOGRAPHIES NET SALES BY SEGMENT NET SALES BY GEOGRAPHY KEY STATISTICS1 Asia & Australia 4 3% CONTINENTS Europe Americas 27% 70% 34% 154 66% LOCATIONS 46% 4% 30% 31% 65% 24% 18 COUNTRIES Without SGK2 | With S
Slide 16: Strong consolidated net sales growth over the last 10 years
CONFIDENTIAL CAREFUL, STRATEGIC ACTIONS HAVE RESULTED IN STRONG CONSOLIDATED NET SALES GROWTH OVER THE LAST 10 YEARS Strong and resilient net sales growth1 ($mm) ✓ Significant growth across our consolidated business +62% The Memorialization business is now an industry leader ✓ with steady, predictab
Slide 17: Our competitive positions across business segments are highly favorable
CONFIDENTIAL OUR COMPETITIVE POSITIONS ACROSS BUSINESS SEGMENTS ARE HIGHLY FAVORABLE AND DIFFICULT TO REPLICATE ⚫ Maintains significant market share in all major product categories including markers, cremation equipment and caskets ⚫ Broad and comprehensive product lines developed over the years are
Slide 18: Leading market positions across key products and services
MEMORIALIZATION INDUSTRIAL TECHNOLOGIES CONFIDENTIAL WE HAVE BUILT THE MEMORIALIZATION BUSINESS INTO A SCALED PROVIDER WITH LEADING MARKET POSITIONS ACROSS KEY PRODUCTS AND SERVICES… Helping families move from grieving to remembrance for nearly 100 years Overview Funeral Solutions Bronze cemetery Gr
Slide 19: Stable growth and consistent cash flow
MEMORIALIZATION INDUSTRIAL TECHNOLOGIES CONFIDENTIAL …THAT DELIVERS STABLE GROWTH AND CONSISTENT CASH FLOW ● Leveraged management’s operational expertise in the Matthews HISTORICAL NET SALES GROWTH ($mm) casket business to grow Matthews’ market share from 20% in 2006 Management has invested to 30% t
Slide 20: Initiatives to continue to grow our Memorialization business
MEMORIALIZATION INDUSTRIAL TECHNOLOGIES CONFIDENTIAL WE HAVE NUMEROUS INITIATIVES IN PLACE TO CONTINUE TO GROW OUR MEMORIALIZATION BUSINESS 1 2 3 Focus Maintain leadership Invest in Expand business area in cremation critical technologies in waste solutions ⚫ Consolidate manufacturing footprint and ⚫
Slide 21: Pivot to a leading Industrial Technologies platform
MEMORIALIZATION INDUSTRIAL TECHNOLOGIES CONFIDENTIAL MATTHEWS HAS PIVOTED THE BUSINESS INTO A LEADING INDUSTRIAL TECHNOLOGIES PLATFORM WITH EXPOSURE TO LARGE AND GROWING END MARKETS ENGINEERING INDUSTRIAL AUTOMATION Overview Matthews Engineering Warehouse Automation Product Identification Advanced t
Slide 22: Dry-cell technology is driving a paradigm shift in battery manufacturing
MEMORIALIZATION INDUSTRIAL TECHNOLOGIES CONFIDENTIAL DRY-CELL TECHNOLOGY IS DRIVING A PARADIGM SHIFT IN BATTERY MANUFACTURING OUR PATENTED CALENDERING PROCESS SIGNIFICANTLY REDUCES THE TIME, COST AND FOOTPRINT OF BATTERY ELECTRODE MANUFACTURING Matthews dry-cell electrode manufacturing patent protec
Slide 23: Patent protected calendering equipment is essential to dry-cell electrode manufacturing
MEMORIALIZATION INDUSTRIAL TECHNOLOGIES CONFIDENTIAL OUR ADVANCED, PATENT PROTECTED CALENDERING EQUIPMENT IS AN ESSENTIAL PART OF THE DRY-CELL ELECTRODE MANUFACTURING PROCESS INDUSTRY LEADING CALENDERING EQUIPMENT EXPERTISE WITH OVER 10 YEARS OF DEVELOPMENT AND NINE PATENT FAMILIES ALONGSIDE HUNDRED
Slide 24: Industrial Technologies expands Matthews into high-growth markets
MEMORIALIZATION INDUSTRIAL TECHNOLOGIES CONFIDENTIAL OUR INDUSTRIAL TECHNOLOGIES SEGMENT EXPANDS MATTHEWS INTO HIGH-GROWTH MARKETS WITH SIGNIFICANT UNTAPPED POTENTIAL ENGINEERING INDUSTRIAL AUTOMATION 1 2 Focus DBE full production line System integrator acquisition area ⚫ Design and build a Dry-cell
Slide 25: Our strategy to drive long-term value
Our strategy to drive long-term value
Slide 26: Our strategic framework remains focused on delivering long-term shareholder value
CONFIDENTIAL OUR STRATEGIC FRAMEWORK REMAINS FOCUSED ON DELIVERING LONG-TERM SHAREHOLDER VALUE We have built a diversified portfolio across brands, solutions and geographies, and the directed stable Memorialization cash flow into 1 the Industrial Technologies business positions us to capture growth
Slide 27: Growth opportunities supported by cash generative Memorialization business
CONFIDENTIAL 1 OUR GROWTH OPPORTUNITIES ARE SUPPORTED BY OUR DEFENSIVE AND CASH GENERATIVE CORE MEMORIALIZATION BUSINESS …FUND GROWTH INTO ATTRACTIVE INDUSTRIAL TECHNOLOGIES STABLE MEMORIALIZATION CASH FLOWS… END MARKETS AND ATTRACTIVE CAPITAL RETURN Stable, predictable cash flows Capital expenditur
Slide 28: Industrial Technologies well positioned to benefit from secular tailwinds
CONFIDENTIAL 1 OUR GROWING INDUSTRIAL TECHNOLOGIES BUSINESS IS WELL POSITIONED TO BENEFIT FROM SECULAR TAILWINDS INDUSTRIAL TECHNOLOGIES IS A HIGH-GROWTH …UNDERPINNED BY HIGHLY FAVORABLE MARKET BACKDROP SEGMENT AND KEY AREA OF FOCUS… Industrial Technologies net sales Megatrends are driving warehouse
Slide 29: Strategic investment in Axian provides access into a >$2bn addressable market
CONFIDENTIAL 1 OUR STRATEGIC INVESTMENT IN AXIAN PROVIDES ACCESS INTO A >$2BN ADDRESSABLE MARKET ⚫ We identified a significant market opportunity to displace incumbent Continuous Inkjet (“CIJ”) technology Benefit Axian IQ Existing CIJ ⚫ Existing technology is complex, releases harmful volatiles and
Slide 30: We have unlocked substantial value through the sale of SGK Brand Solutions
CONFIDENTIAL 2 WE HAVE UNLOCKED SUBSTANTIAL VALUE THROUGH THE SALE OF SGK BRAND SOLUTIONS… TRANSACTION RATIONALE ⚫ Sale of our SGK Brand Solutions (“SGK”) segment to a newly formed entity created by affiliates of SGS & Co (“SGS”), creating a world-class leader in brand experience and technology-enab
Slide 31: Sale only possible due to deliberate actions taken by our Board
CONFIDENTIAL 2 … WHICH WAS ONLY POSSIBLE DUE TO THE DELIBERATE ACTIONS TAKEN BY OUR BOARD Matthews’ Graphics Imaging and Merchandising Solutions segments were a natural fit with Schwak’s Creative Agency, Brand ✓ Consultancy and Media Production Services; the 2014 combination considerably increased o
Slide 32: Market reaction to the SGK sale has been overwhelmingly positive
CONFIDENTIAL 2 MARKET REACTION TO THE SGK SALE HAS BEEN OVERWHELMINGLY POSITIVE, WITH OUR SHARE PRICE UP ~15% ON THE DAY OF ANNOUNCEMENT ” “From an economic perspective, the deal is highly attractive and should begin to unlock hidden value in MATW's share price…In summary, we believe this transactio
Slide 33: Transaction simplifies our business and focuses on higher growth, higher margin segments
CONFIDENTIAL 2 THE TRANSACTION SIMPLIFIES OUR BUSINESS AND FOCUSES ON HIGHER GROWTH AND HIGHER MARGIN SEGMENTS …AND SIGNIFICANTLY IMPROVES TOP AND SIMPLIFIES OUR BUSINESS STRUCTURE… BOTTOM-LINE PERFORMANCE FY’24A EBITDA pre-transaction1 FY‘21A – ‘24A Net Sales CAGR SGK Brand Solutions 6.2% 23% Memor
Slide 34: We have returned ~$490 million of capital to shareholders since 2014
CONFIDENTIAL 3 WE HAVE RETURNED ~$490 MILLION OF CAPITAL TO SHAREHOLDERS SINCE 2014 DIVIDENDS PER SHARE CAPITAL RETURNED TO SHAREHOLDERS ($MM) Dividends paid >100% Share repurchases 31 straight years of ✓ dividend growth $77 $0.96 $69 $0.92 $0.88 $0.86 $0.84 Total dividend growth $0.80 ✓ of >100% si
Slide 35: We continue to execute on our plan to take significant costs out
CONFIDENTIAL 4 WE CONTINUE TO EXECUTE ON OUR ANNOUNCED PLAN TO TAKE SIGNIFICANT COSTS OUT OF THE BUSINESS In Q3’24 we announced the initiation of cost reduction programs that will span several of our business units ✓ as well as our corporate functions ⚫ We have made progress on our plans and remain
Slide 36: The sale of SGK will reduce our leverage below 3.0x
CONFIDENTIAL 5 THE SALE OF SGK WILL REDUCE OUR LEVERAGE BELOW 3.0X, CONSISTENT WITH OUR STATED STRATEGY ADDITIONAL BENEFITS FROM TRANSACTION INTENDED USE OF PROCEEDS REDUCES OUR NET LEVERAGE1 ✓ Sale shifts business mix towards more profitable Memorialization and Industrial Technologies segments 3.6x
Slide 37: Challenges in Energy Solutions have depressed our share price
CONFIDENTIAL 6 WE RECOGNIZE THAT RECENT CHALLENGES IN OUR ENERGY SOLUTIONS BUSINESS HAVE DEPRESSED OUR SHARE PRICE… SHARE PRICE PERFORMANCE (INDEXED TO MATTHEWS’ SHARE PRICE) Jul 19 – Aug 18, 2023 Matthews Jul 20, 2023 Tesla Q2 earnings highlighted further 4680 Nov 02, 2020 Jan 13-31, 2022 and Cyber
Slide 38: Strong signs of recovery prior to Tesla challenges
CONFIDENTIAL 6 … WHICH WAS SHOWING STRONG SIGNS OF RECOVERY PRIOR TO THESE CHALLENGES WITH TESLA TOTAL SHAREHOLDER RETURNS RELATIVE TO 07/27/2023 (UNAFFECTED SHARE PRICE PRIOR TO Q3 FY’23 EARNINGS RELEASE) 1-YEAR PRIOR 3-YEARS PRIOR 5-YEARS PRIOR (Jul 27, 2022 – Jul 27, 2023) (Jul 27, 2020 – Jul 27,
Slide 39: Our proxy peers are chosen for their relevance in compensation matters
CONFIDENTIAL 6 OUR PROXY PEERS ARE CHOSEN FOR THEIR RELEVANCE IN COMPENSATION MATTERS NONE OF THE PEERS IN OUR PROXY THAT HAVE BEEN USED IN BARINGTON’S ANALYSIS ARE OPERATIONALLY COMPARABLE OR RELEVANT PEERS TO MATTHEWS; THEY ARE RELEVANT AS IT RELATES TO BENCHMARKING AND COMPARISONS RELATED TO COMP
Slide 40: Our actions and roadmap position Matthews to generate long-term value
CONFIDENTIAL OUR ACTIONS AND ROADMAP POSITIONS MATTHEWS TO GENERATE LONG-TERM SUSTAINABLE VALUE FOR ALL SHAREHOLDERS ⚫ Finalize strategic review of our businesses to maximize value creation for shareholders 1 Strategic portfolio optimization ⚫ Execute on unlocking the substantial synergy opportunity
Slide 41: Our highly regarded Board & robust corporate governance
Our highly regarded Board & robust corporate governance
Slide 42: Robust corporate governance practices and procedures
CONFIDENTIAL ROBUST CORPORATE GOVERNANCE PRACTICES AND PROCEDURES BOARD PRACTICES COMPENSATION AND ESG AND AND GOVERNANCE OWNERSHIP SUSTAINABILITY HIGHLIGHTS GUIDELINES HIGHLIGHTS HIGHLIGHTS ✓ Independent Chairperson ✓ ISS Compensation QualityScore 1 ✓ Our Board and its committees oversee ✓ Maximum
Slide 43: Actively refreshed, diverse and fit-for-purpose Board
CONFIDENTIAL ACTIVELY REFRESHED, DIVERSE AND FIT-FOR-PURPOSE BOARD OVERSEES OUR STRATEGY AND GOVERNANCE FOLLOWING THE 2025 ANNUAL MEETING, WE WILL HAVE WELCOMED FOUR NEW INDEPENDENT DIRECTORS SINCE 2020 AND WE WILL FURTHER REFRESH THE BOARD IN THE NEXT YEAR1,3 82% 100% Independent Independent Indepe
Slide 44: Highly qualified Board with a comprehensive mix of skills
CONFIDENTIAL MATTHEWS’ HIGHLY QUALIFIED BOARD HAS A COMPREHENSIVE MIX OF SKILLS AND EXPERIENCES TO HELP DRIVE SHAREHOLDER VALUE = Governance & A = Audit Committee C = Compensation Committee E = Executive Committee F = Finance Committee G M = M&A Review Committee = Committee Chair = Board Chair = Nom
Slide 45: Our directors bring a diverse range of skills and experiences
CONFIDENTIAL OUR DIRECTORS BRING A DIVERSE RANGE OF SKILLS AND EXPERIENCES THAT SUPPORT OUR LONG-TERM STRATEGY Aggregated Garcia-Tunon Bartolacci Babe1 Dietze Dunlap Etzkorn Nauman2 O'Brien Richards Schawk Wlodarczyk Skills & Experiences Composition Management 100% ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Accounting 6
Slide 46: Compensation structure aligns management and shareholder interests
CONFIDENTIAL COMPENSATION STRUCTURE ALIGNS MANAGEMENT AND SHAREHOLDER INTERESTS RIGOROUS GOALS / FINANCIAL TARGETS HAVE ENSURED APPROPRIATE OVERVIEW OF EXECUTIVE COMPENSATION PROGRAM FOR FISCAL 2024 REALIZED COMPENSATION Structuring the primary compensation of our CEO and other named executive offic
Slide 47: Commitment to ESG & sustainability
CONFIDENTIAL COMMITMENT TO ESG & SUSTAINABILITY Business solutions to drive efficiency and environmental performance ⚫ Provider of energy storage solutions, including battery production technology for electric vehicles ESG ⚫ Waste-to-Energy solutions with projects in the UK and Europe ACHIEVEMENTS ⚫
Slide 48: Barington's misguided proxy contest
Barington’s misguided proxy contest
Slide 49: Matthews has strived to consistently collaborate with Barington
CONFIDENTIAL DESPITE MR. MITAROTONDA’S LACK OF EFFORT TO UNDERSTAND OUR BUSINESS, MATTHEWS HAS STRIVED TO CONSISTENTLY COLLABORATE WITH BARINGTON Meanwhile, Mr. Mitarotonda made little effort to enhance his understanding of During the term of the Settlement Agreement, we strived to: our businesses,
Slide 50: Barington's four-step plan presents no new ideas
CONFIDENTIAL BARINGTON’S FOUR-STEP PLAN PRESENTS NO NEW IDEAS BARINGTON’S DEMANDS MATTHEWS ACTIONS We continue to regularly refresh the Board, having added 3 new independent directors since 2020 and nominated Mr. Nauman for election at the 2025 annual meeting; Mr. Nauman’s expertise in specialty p
Slide 51: Barington relies on misguided assumptions and fails to understand our business
CONFIDENTIAL BARINGTON RELIES ON MISGUIDED ASSUMPTIONS AND FAILS TO UNDERSTAND OUR BUSINESS BARINGTON’S MISGUIDED CLAIMS THE FACTS We have been pursuing an SGK transaction since 2019 and had “Matthews recently announced that it was pursuing one of our facilitated discussions with five different coun
Slide 52: Barington relies on misguided assumptions and fails to understand our business
CONFIDENTIAL BARINGTON RELIES ON MISGUIDED ASSUMPTIONS AND FAILS TO UNDERSTAND OUR BUSINESS BARINGTON’S MISGUIDED CLAIMS THE FACTS Mr. Mitarotonda’s level of understanding about Matthews’ business segments and the work underway to drive long-term value creation is alarmingly weak. As a consultant, h
Slide 53: Barington relies on misguided assumptions and fails to understand our business
CONFIDENTIAL BARINGTON RELIES ON MISGUIDED ASSUMPTIONS AND FAILS TO UNDERSTAND OUR BUSINESS BARINGTON’S MISGUIDED CLAIMS THE FACTS We already disclosed a comprehensive evaluation of strategic alternatives for all our businesses in November 2024. We have in “We have repeatedly urged Matthews to follo
Slide 54: Barington relies on misguided assumptions and fails to understand our business
CONFIDENTIAL BARINGTON RELIES ON MISGUIDED ASSUMPTIONS AND FAILS TO UNDERSTAND OUR BUSINESS BARINGTON’S MISGUIDED CLAIMS THE FACTS Cash proceeds from the sale of SGK is intended to reduce net leverage to below our public 3.0x target1 “Poor capital allocation has elevated Matthews’ debt and borrowing
Slide 55: Barington relies on misguided assumptions and fails to understand our business
CONFIDENTIAL BARINGTON RELIES ON MISGUIDED ASSUMPTIONS AND FAILS TO UNDERSTAND OUR BUSINESS BARINGTON’S MISGUIDED CLAIMS THE FACTS “Matthews’ directors have stunningly little previous public company board experience. Only four of its nine non-executive Six of Matthews’ nine non-executive directors h
Slide 56: Barington's nominees do not enhance the variety of skills and expertise
CONFIDENTIAL BARINGTON’S NOMINEES DO NOT ENHANCE THE VARIETY OF SKILLS AND EXPERTISE ON OUR BOARD OUR PROPOSED BOARD COMPOSITION IS ALREADY WELL-ROUNDED IN KEY AREAS OF IMPORTANCE TO MATTHEWS 64% of Matthews’ proposed Board has None of Barington’s nominees have any 2 Barington nominees had no Limite
Slide 57: Barington nominee considerations
CONFIDENTIAL BARINGTON NOMINEE CONSIDERATIONS Barington’s nominees have no understanding of Matthews, irrelevant skills and track records of questionable M&A oversight Ana Amicarella Chan Galbato James Mitarotonda No public company CEO experience Showed no understanding about Matthews’ Added n
Slide 58: Matthews' nominees bring the right set of skills and expertise
CONFIDENTIAL MATTHEWS' NOMINEES BRING THE RIGHT SET OF SKILLS AND EXPERTISE TO HELP THE BOARD DRIVE LONG-TERM SHAREHOLDER VALUE = Governance & C = Compensation Committee E = Executive Committee G M = M&A Review Committee = Committee Chair = Board Chair Sustainability Committee Alvaro Garcia-Tunon, 7
Slide 59: Concluding remarks
Concluding remarks
Slide 60: Our actions have built a scaled, established and diversified platform
CONFIDENTIAL OUR ACTIONS HAVE BUILT A SCALED, ESTABLISHED AND DIVERSIFIED PLATFORM TO DRIVE FURTHER GROWTH AND CREATE LONG-TERM SHAREHOLDER VALUE ● Leveraging the Company's legacy as a leader in bronze memorials, graphics imaging and marking technology, current management has strategically diversifi
Slide 61: Our actions have built a scaled, established and diversified platform (cont'd)
CONFIDENTIAL OUR ACTIONS HAVE BUILT A SCALED, ESTABLISHED AND DIVERSIFIED PLATFORM TO DRIVE FURTHER GROWTH AND CREATE LONG-TERM SHAREHOLDER VALUE (CONT’D) ● Our pending strategic sale of SGK Brand Solutions at an attractive premium will allow us to simplify our corporate structure while improving ou
Slide 62: Please vote FOR each of Matthews' nominees on the WHITE proxy card
YOUR VOTE IS IMPORTANT, AND WE ASK THAT YOU PLEASE VOTE “FOR” EACH OF MATTHEWS’ NOMINEES ON THE WHITE PROXY CARD TODAY. Committed to Shareholder Value Creation STRICTLY PRIVATE AND CONFIDENTIAL 62
Slide 63: Appendix
Appendix
Slide 64: Adjusted EBITDA non-GAAP reconciliation
CONFIDENTIAL ADJUSTED EBITDA NON-GAAP RECONCILIATION Years Ended September 30, 2024 2023 2022 (Dollar amounts in thousands) Net (loss) income $(59,660) $39,136 $(99,828) Income tax (benefit) provision (9,997) 1,774 (4,391) (Loss) income before income taxes (69,657) 40,910 (104,219) Net loss attribut
Slide 65: Adjusted EBITDA non-GAAP reconciliation
CONFIDENTIAL ADJUSTED EBITDA NON-GAAP RECONCILIATION Years Ended September 30, 2021 2020 2019 (Dollar amounts in thousands) Net income (loss) $2,858 $(87,652) $(38,889) Income tax provision (benefit) 6,375 (18,685) 806 Income (loss) before income taxes 9,233 (106,337) (38,083) Net loss attributable
Slide 66: Adjusted EBITDA non-GAAP reconciliation
CONFIDENTIAL ADJUSTED EBITDA NON-GAAP RECONCILIATION Years Ended September 30, 2018 2017 (Dollar amounts in thousands) Net (loss) income $107,111 $73,933 Income tax provision (benefit) (9,118) 22,354 (Loss) income before income taxes 97,993 96,287 Net loss attributable to noncontrolling interests 26
Slide 67: Net debt non-GAAP reconciliation
CONFIDENTIAL NET DEBT NON-GAAP RECONCILIATION Year Ended September 30, 2024 (Dollar amounts in thousands) Long-term debt, current maturities $6,853 Long-term debt 769,614 Total long-term debt 776,467 Less: Cash and cash equivalents (40,816) Net debt $735,651 Adjusted EBITDA1 $205,157 Net leverage 3.
Slide 68: Adjusted free cash flow non-GAAP reconciliation
CONFIDENTIAL ADJUSTED FREE CASH FLOW NON-GAAP RECONCILIATION Years Ended September 30, 2024 2023 2022 2021 2020 2019 2018 2017 (Dollar amount in thousands) Memorialization Free Cash Flow build Memorialization adjusted EBITDA1 162,586 163,986 151,849 165,653 146,285 134,286 145,487 139,192 Less: Memo
Slide 69: Disclaimer
CONFIDENTIAL DISCLAIMER Additional Information In connection with the Company’s 2025 Annual Meeting, the Company has filed with the U.S. Securities and Exchange Commission (“SEC”) and commenced mailing to the shareholders of record entitled to vote at the 2025 Annual Meeting a definitive proxy state
Matthews International — Proxy Contest (January 2025) on 6ix