Slide 1: The Case for Change at Genesco
THE CASE FOR CHANGE AT After years of underperformance at Genesco, shareholders can hold Chair and CEO Mimi Vaughn and the over-tenured legacy directors accountable www.saratogaproxy.com/Genesco Presented by the Radoff-Jumana Group
Slide 2: Disclaimer
Disclaimer The materials contained herein (the “Materials”) represent the opinions of Bradley L. Radoff, Jumana Capital Investments LLC, Christopher R. Martin and the other participants named in their proxy solicitation (collectively, the “Radoff-Jumana Group” or “we”) and are based on publicly avai
Slide 3: Who We Are
Who We Are Collectively, the Radoff-Jumana Group is a significant shareholder of Genesco who strongly believes that the Board of Directors (the “Board”) of Genesco Inc. (“Genesco” or the “Company”) must be meaningfully reconstituted with directors who have the perspectives, skills, expertise and ind
Slide 4: Why We're Here: Total Shareholder Return
Why We’re Here We believe this year’s contested Annual Meeting is the only opportunity for shareholders to create accountability at a failed lifestyle company. We Believe Genesco Is a Failing Lifestyle The Genesco Board Appears to Be The Board Has Presided Over Long-Term Share Business Run for the B
Slide 5: We Urge Shareholders to Vote Against Incumbent Directors Thurgood Marshall, Jr. and Joanna Barsh
We Urge Shareholders to Vote Against Incumbent Directors Thurgood Marshall, Jr. and Joanna Barsh Genesco’s proxy statement emphasizes the Board’s retail experience, but the two directors we are targeting have none and are over- tenured. In our view, they are exactly why there needs to be change – Mr
Slide 6: Ms. Vaughn Serves as Board Chair, President, CEO and Interim CFO, Leading to Zero Accountability
Ms. Vaughn Serves as Board Chair, President, CEO and Interim CFO, Leading to Zero Accountability How can the Board effectively supervise the CEO when the CEO is also in charge of the Board? • The Board’s primary job is to supervise and evaluate the CEO – Mimi Vaughn Mimi Vaughn this role necessarily
Slide 7: Our Engagement With the Board Confirms the Need for Shareholder-Driven Change
Our Engagement With the Board Confirms the Need for Shareholder-Driven Change Our engagement with Genesco demonstrated to us that Ms. Vaughn effectively controls the Board, that the Board had no good-faith intention of fully and fairly evaluating our nominees and that the Company either does not und
Slide 8: Genesco Was Completely Dismissive of Our Attempts to Avoid a Proxy Contest
Genesco Was Completely Dismissive of Our Attempts to Avoid a Proxy Contest Our Reasonable Requests Genesco’s Response Chair of the Board is just a title. Gregory Sandfort (Lead Independent Director) is doing everything he would Chair and CEO roles should be separated. be doing if he was an independe
Slide 9: The Vaughn Board Does Not Appear to Care About Shareholder Input
The Vaughn Board Does Not Appear to Care About Shareholder Input It has become clear to us that the current directors are more concerned about maintaining Ms. Vaughn’s and their positions under the status quo than actively engaging with or providing value to shareholders. • During our interactions w
Slide 10: Genesco Has Been the Recipient of an Activist Challenge Three Times Since 2018
Genesco Has Been the Recipient of an Activist Challenge Three Times Since 2018 Some companies would look at that as a clear negative reflection of their performance and governance. • While the current directors may claim that they are committed to Board refreshment and are “proactively” aligning the
Slide 11: Long-Term Shareholders Have Suffered Immensely Under the Vaughn Board
Long-Term Shareholders Have Suffered Immensely Under the Vaughn Board From our perspective, the Board is filled with certain long-tenured directors who are beholden to or otherwise unable to hold CEO and Chair Vaughn – who herself has a long tenure at the Company – accountable, which has led to the
Slide 12: Ms. Vaughn Has an Extremely Poor Track Record at Genesco
Ms. Vaughn Has an Extremely Poor Track Record at Genesco At Journeys and in the Shared Services area, she was unable to deliver success. The Company had to bring in outsiders from Foot Locker to turn around Ms. Vaughn previously said she was put in charge of Shared Services. Last Journeys (its bigge
Slide 13: Under Ms. Vaughn, Genesco Has Maintained Bloated Costs
Under Ms. Vaughn, Genesco Has Maintained Bloated Costs During Ms. Vaughn’s tenure as Board Chair, President and CEO, the Company has seemingly been unable to meaningfully offset its G&A spending as a percentage of net sales, while operating margins have remained volatile. G&A as a Percentage of Net
Slide 14: Mimi Math: Genesco's Buyback History Doesn't Add Up
Mimi Math: Genesco’s Buyback History Doesn’t Add Up Under Ms. Vaughn’s leadership, the Board repurchased shares at an average price that exceeded the market, which we view as an example of her wasteful allocation of capital. • Over the past decade, Genesco has spent ~$595 million to repurchase nearl
Slide 15: We Believe That the Board Is Not Aligned With Long-Suffering Shareholders
We Believe That the Board Is Not Aligned With Long-Suffering Shareholders We think having directors that persistently fail to invest their own money in the Company demonstrates a lack of conviction and confidence in Genesco and renders the Board woefully misaligned with shareholders. • Over the past
Slide 16: The Board Has Rewarded Ms. Vaughn With Extremely Generous Compensation
The Board Has Rewarded Ms. Vaughn With Extremely Generous Compensation Despite Negative Returns We are concerned that CEO Vaughn continues to rake in a significant paycheck from the Company without being held accountable by the Board – which she chairs – to actually provide results to shareholders.
Slide 17: How Many Ex-McKinsey Consultants Does Genesco Need?
How Many Ex-McKinsey Consultants Does Genesco Need? It appears to us that Genesco’s Board and management is full of cozy ex-McKinsey consultants as opposed to independent, qualified public company operators. Bob Dennis Joanna Barsh Parag Desai Mimi Vaughn Former Chair and CEO Director SVP, Chief Str
Slide 18: Shareholders Can Send a Message to Ms. Vaughn and the Board at the Annual Meeting
Shareholders Can Send a Message to Ms. Vaughn and the Board at the Annual Meeting At this year’s Annual Meeting, shareholders will be able to elect two new, independent and qualified directors who we believe will bring the necessary fresh perspectives, financial experience and independent viewpoints
Slide 19: Westervelt (Westy) T. Ballard, Jr. – Biography
Westervelt (Westy) T. Ballard, Jr. – Biography We believe that Mr. Ballard’s extensive leadership experience in global operations, capital allocation and strategic development, together with his financial expertise and public company executive and board service experience, would make him a valuable
Slide 20: Paula J. Poskon – Biography
Paula J. Poskon – Biography We believe that Ms. Poskon’s nearly 25 years of capital markets experience in equity research and investment banking, together with her corporate governance and public company board experience, make her well-qualified to serve as a director on Genesco’s Board. • Ms. Posko
Slide 21: Our Nominees Would Push to Unlock Stranded Value
Our Nominees Would Push to Unlock Stranded Value We believe Genesco could return $200M - $300M to shareholders in the next 18 months while focusing on its thriving Journeys business. 9 We believe opportunities exist for Genesco to unlock value for shareholders by resolving its excess cash, excess re