Genesco Inc. · NYSE:GCO
Genesco — Proxy Contest (June 2021)
36 slides from Genesco's proxy contest presentation, Jun 28, 2021
Slide 1: GCOForward: Response to Company Presentation
June 2021 GCOForward Response to Company Presentation www.GCOForward.com
Slide 2: Delivering Shareholder Value Through Our Footwear Focused Strategy
1 Genesco: “Delivering Shareholder Value Through Our Footwear Focused Strategy” Reality: This is not a strategy; it is a smokescreen for a poorly performing conglomerate comprised of underperforming footwear companies lacking in synergies 2 CONFIDENTIAL & PROPRIETARY
Slide 3: Genesco's Misleading Claims
1 Genesco’s Misleading Claims 3 CONFIDENTIAL & PROPRIETARY
Slide 4: Misleading Claim #1: Legion's Nominees Would Disrupt Momentum
Misleading Claim #1: Legion’s Nominees Would Disrupt Momentum When we look at Genesco’s TSR and operating results, we have no idea what alleged momentum is at risk – Genesco has cherry-picked a random date (6/11/2021) to calculate TSR – and only presented 1-year and 3-year numbers – while we disagre
Slide 5: Misleading Claim #2: Genesco's Performance Is In-Line With Peers
Misleading Claim #2: Genesco’s Performance Is In-Line With Peers Company carefully selected 6/11/21 to claim its TSR is in-line with its self-selected peers yet, remarkably, only 23 days in the past year met this criteria 230 Trading Days where GCO’s 1-year TSR underperformed its self-selected peers
Slide 6: Misleading Claim #3: Genesco Has Built Significant Digital Capabilities
Misleading Claim #3: Genesco Has Built Significant Digital Capabilities Long-tenured directors Joanna Barsh and Matthew C. Diamond claim retail and digital expertise, but Journeys, Genesco’s largest business, lacks basic digital capabilities that peers implemented years ago E-commerce Penetration Pi
Slide 7: Misleading Claim #4: Management Has Credible Plan for 6% Operating Margin
Misleading Claim #4: Management Has Credible Plan for 6% Operating Margin 3 1 1 4 2 2 1 2 1 2 3 4 2 PIVOT plan appears to be Licensed Brands has had Genesco claims many a new creation by an an operating margin below Ignores moving sales from synergies – why are these activist defense advisor to 6% s
Slide 8: Misleading Claim #5: Pre-Pandemic Results Prove Strategy is Working
Misleading Claim #5: Pre-Pandemic Results Prove Strategy is Working Comparison of FY 2012 through FY 2020 paints a more accurate picture of Genesco’s performance Periods Genesco Carefully Omits Period Genesco Highlights Genesco’s Operating Income and Margin Performance $170 $163 $167 8.0% $170 $161
Slide 9: Misleading Claim #6: Legion's Nominees Lack a Plan
Misleading Claim #6: Legion’s Nominees Lack a Plan On June 22, 2021, we published a comprehensive 182-page deck, which contained a blistering thorough critique of a multitude of Genesco’s retail failures along with Legion’s nominees’ comprehensive and thoughtful solutions Genesco’s Claim Reality – C
Slide 10: Misleading Claim #7: Legion Has Refused to Constructively Engage
Misleading Claim #7: Legion Has Refused to Constructively Engage Genesco has mischaracterized our engagement regarding a settlement offer we tried to reach ▪ For nearly 3 weeks, Legion engaged in discussions with Genesco to try to avoid a proxy contest ▪ Genesco informed us that they planned to add
Slide 11: Misleading Claim #8: Genesco's Board is Focused on Diversity & Inclusion
Misleading Claim #8: Genesco’s Board is Focused on Diversity & Inclusion While the Company claims to have a long-standing priority of 95 years to serve all of its stakeholders, Genesco’s Board has failed to embrace such principles ▪ Mr. Dickens is the current chair of the Board of Trustees at Belmon
Slide 12: Misleading Claim #9: Genesco Understands How to Build Footwear Brands
Misleading Claim #9: Genesco Understands How to Build Footwear Brands Recent colossal failure after a decade of attempting to rebuild the H.S. Trask brand raises serious questions about Genesco’s ability to execute on strategy of growing its branded footwear businesses “Trask is a brand we appreciat
Slide 13: Misleading Claim #10: Compensation Program Aligns Executives With Shareholders
Misleading Claim #10: GCO’s Compensation Program Aligns Executives With Shareholders The truth about Genesco’s compensation program: Pay is misaligned with performance – the Board rewards management with unjustified increases in pay during periods of long-term stagnation and sustained underperform
Slide 14: Targeted Directors Are Culpable for Poor Shareholder Returns
1 Targeted Directors ARE Culpable for Poor Shareholder Returns and the Board Needs an Independent, Stockholder-Driven Refresh 14 CONFIDENTIAL & PROPRIETARY
Slide 15: Four Targeted Directors Are Accountable for GCO's Lost Decade
FOUR Targeted Directors Are Accountable for GCO’s Lost Decade Matthew C. Diamond Thurgood Marshall, Jr. Joanna Barsh Kevin P. McDermott Lead Independent Member of Chair of Compensation Chair of Audit Director & Chair of Compensation Committee Committee Nom./ Gov. Committee Committee Appointed / Tenu
Slide 16: Targeted Directors Have Played Key Roles At Genesco For Years
Targeted Directors Have Played Key Roles At Genesco For Years Key committees have been run by Diamond, Marshall, Barsh and McDermott for years – they are directly responsible for Genesco's failing strategy Nominating and Governance Committee Compensation Committee 2 Years As Chair and Lead Director
Slide 17: The Case for Replacing Matthew C. Diamond is Crystal Clear
The Case for Replacing Matthew C. Diamond is Crystal Clear Throughout his 20 years on the Board, Mr. Diamond has presided over excessive executive compensation, sustained underperformance and questionable corporate governance practices – there is no compelling case for keeping him as a director By
Slide 18: The Case for Replacing Thurgood Marshall, Jr. is Crystal Clear
The Case for Replacing Thurgood Marshall, Jr. is Crystal Clear In addition to presiding over significant share price underperformance during his nine-year tenure on Genesco’s Board, we believe Mr. Marshall Jr. has no prior relevant experience and a documented history of flouting corporate governance
Slide 19: The Case for Replacing Joanna Barsh is Crystal Clear
The Case for Replacing Joanna Barsh is Crystal Clear We believe Ms. Barsh, who has presided over persistent share price underperformance during her lengthy tenure, bears responsibility for the Company’s misaligned executive compensation structure and its commitment to a broken conglomerate model G
Slide 20: The Case for Replacing Kevin McDermott is Crystal Clear
The Case for Replacing Kevin McDermott is Crystal Clear We believe Mr. McDermott, who has presided over sizable share price underperformance during his five-year tenure on Genesco’s Board, has no relevant experience and is perpetuating the culture of concerning interlocks at the Company Genesco’s
Slide 21: Four Targeted Directors Are Accountable for GCO's Lost Decade
FOUR Targeted Directors Are Accountable for GCO’s Lost Decade Matthew C. Diamond Thurgood Marshall, Jr. Joanna Barsh Kevin P. McDermott (20 Years) (9 Years) (8 Years) (5 Years) Lead Independent Director & Member of Compensation Chair of Compensation Chair of Audit Committee Chair of Nominating and C
Slide 22: Our Nominees Exhibit Excellence and Open Minds
1 Our Nominees Exhibit Excellence and Open Minds 22 CONFIDENTIAL & PROPRIETARY
Slide 23: Legion's Nominees Bring the Right Skills and Experience to Genesco
Legion’s Nominees Bring the Right Skills and Experience to Genesco GCO’s incumbent directors are far outmatched by Legion’s Nominees whose backgrounds and experiences are directly relevant to the Company’s future and integral to its success Genesco’s Incumbent Directors: Marketing / Other Tenure / M
Slide 24: Legion Partners' Nominee: Marjorie L. Bowen
Legion Partners’ Nominee: Marjorie L. Bowen We believe that Ms. Bowen’s extensive board experience across 10 companies, including significant capital allocation and corporate governance experience, coupled with her investment banking and financial expertise would make her a valuable asset to the Boa
Slide 25: Why Marjorie L. Bowen is the Right Director at the Right Time
Why Marjorie L. Bowen is the Right Director at the Right Time In addition to possessing considerable capital markets expertise and corporate governance acumen, Ms. Bowen has a proven record of applying her experience to deliver value-enhancing outcomes for Genesco shareholders Ms. Bowen brings addit
Slide 26: Legion Partners' Nominee: Margenett Moore-Roberts
Legion Partners’ Nominee: Margenett Moore-Roberts We believe that Ms. Moore-Roberts’ broad functional experience in marketing, digital media, advertising, and customer service, while integrating diversity and inclusion components into growing businesses, would make her a valuable asset to the Board
Slide 27: Why Margenett Moore-Roberts is the Right Director at the Right Time
Why Margenett Moore-Roberts is the Right Director at the Right Time We believe Ms. Moore-Roberts possesses a rare blend of digital media, marketing, ESG and DEI experience and a vision for helping Genesco develop value- generating relationships with key stakeholders, including younger and socially-
Slide 28: Legion Partners' Nominee: Dawn H. Robertson
Legion Partners’ Nominee: Dawn H. Robertson We believe that Ms. Robertson’s extensive experience in the retail industry and executive roles coupled with her service on corporate boards would make her a valuable asset to the Board Genesco’s Misrepresentation The Reality Has a short tenure on 2 boar
Slide 29: Why Dawn H. Robertson is the Right Director at the Right Time
Why Dawn H. Robertson is the Right Director at the Right Time Ms. Robertson is a proven retail operator with deep experience across merchandising, marketing, e-commerce and operations from her time at stores such as Old Navy, OCM, May Dept Stores and Macy’s Ms. Robertson brings additive skills that
Slide 30: Legion Partners' Nominee: Hobart P. Sichel
Legion Partners’ Nominee: Hobart P. Sichel We believe Mr. Sichel’s 25-year record of success in the retail, media, and financial service sectors, as well as his deep expertise in marketing, digital transformation, and corporate strategy, make him highly qualified to serve on the Board Genesco’s Misr
Slide 31: Why Hobart P. Sichel is the Right Director at the Right Time
Why Hobart P. Sichel is the Right Director at the Right Time Mr. Sichel brings the analytical background of a retail-focused consultant and practical experience of an operator to the Legion Partners’ slate, positioning him to help Genesco find operational efficiencies while still targeting growth at
Slide 32: Our Nominees' Vision for Value Creation
1 Our Nominees’ Vision for Value Creation 32 CONFIDENTIAL & PROPRIETARY
Slide 33: The Value Creation Opportunity
The Value Creation Opportunity Eliminating the inefficient conglomerate structure, coupled with monetizing non-core assets, share buybacks and operational improvement could lead to significant value creation ✓ Improve e-comm penetration ✓ BOPUS ✓ Improve inventory ✓ Curbside pick-up turns ✓ Take out
Slide 34: Proxy Solicitor Information
Proxy Solicitor Information Please vote your WHITE proxy card today If you have any questions, require assistance in voting your WHITE proxy card, or need additional copies of Legion’s proxy materials, please contact: Kingsdale Advisors 745 Fifth Avenue, 5th Floor, New York, NY 10151 North American
Slide 35: Disclaimer – Important Information
Disclaimer – Important Information The materials contained herein (the “Materials”) represent the opinions of Legion Partners Holdings, LLC and its affiliates (collectively, “Legion Partners”, “Legion” or “we”) and are based on publicly available information with respect to Genesco Inc. (the “Compan
Slide 36: Legion Partners
U; LEGION PARTNERS