Innovate Corp. · NYSE:VATE
Innovate — HC2 Holdings — Proxy Contest (April 2020)
20 slides from Innovate's proxy contest presentation, Apr 1, 2020
Slide 1: Investor Presentation April 2020
H C 2 H OLDINGS , I NC . © HC2 Holdings, Inc. 2020 Investor Presentation April 2020
Slide 2: I. HC2 Business Overview
© 2020 H C 2 H OLDINGS , I NC . 1 I. HC2 Business Overview HC2 Corporate Strategy Overview and 2019 Business Update
Slide 3: HC2 Is an Established Holdings Company Focused on Creating Stockholder Value
© 2020 H C 2 H OLDINGS , I NC . Opportunistically acquire controlling equity stakes in diverse industries, creating value through growth in operating subsidiaries Infuse resources and talent to support portfolio companies and their management teams to grow market value Identify opportunities to crea
Slide 4: HC2's Long-Term Strategy: Growth & Innovation
© 2020 H C 2 H OLDINGS , I NC . HC2’s Long - Term Strategy: Growth & Innovation Building the largest, most comprehensive, state - of - the - art U . S . over - the - air distribution platform for high - quality providers to deliver their content to rapidly growing OTA viewership . Fueling the future
Slide 5: 2019 Key Segment Highlights
© 2020 H C 2 H OLDINGS , I NC . 2019 Key Segment Highlights 4 • 2019 Net Income of $ 24 . 7 M ; Adjusted EBITDA 2 of $ 75 . 7 M, up 24 % Y/Y . • Contract backlog of $ 497 . 7 M at year end ; approximately $ 826 M on an adjusted basis . • R 2 Technologies and MediBeacon entered into commercial and st
Slide 6: Improving HC2's Capital Structure to Further Enhance Stockholder Value
© 2020 H C 2 H OLDINGS , I NC . Improving HC2’s Capital Structure to Further Enhance Stockholder Value 5 TRANSACTIONS VALUED SEGMENT AT $390M Global Marine Group • Completed the sale of GMG (excluding HMN) for $ 250M , less debt, pension and other adjustments. • HC2 received net proceeds of approxim
Slide 7: II. Corporate Governance
© 2020 H C 2 H OLDINGS , I NC . 6 II. Corporate Governance HC2 Corporate Governance & Board Composition
Slide 8: Protecting Stockholder Interests Through Corporate Governance
© 2020 H C 2 H OLDINGS , I NC . Protecting Stockholder Interests Through Corporate Governance 7 x Annual election of directors , declassified Board structure x Majority voting standard to elect directors & director resignation policy x Majority voting standard to amend charter and bylaws x Allows fo
Slide 9: HC2's Independent Board Captures the Expertise Necessary
© 2020 H C 2 H OLDINGS , I NC . HC2’s Independent Board Captures the Expertise Necessary to Create Long - Term Stockholder Value 8 All 5 non - executive Directors are independent Each of the Nominating and Corporate Governance Committee, Compensation Committee and Audit Committee is composed solely
Slide 10: HC2's Highly Qualified, Independent Board
© 2020 H C 2 H OLDINGS , I NC . HC2’s Highly Qualified, Independent Board 9 Public Board Experience Public C - Suite Experience Diversified HoldCo Board Experience Independent Director Date Appointed Philip Falcone Yes Yes Yes Jan. 2014 Wayne Barr, Jr. Yes Yes Yes Yes Jan. 2014 Robert Leffler, Jr. Y
Slide 11: III. HC2 Executive Compensation
© 2020 H C 2 H OLDINGS , I NC . 10 III. HC2 Executive Compensation HC2’s Compensation Policy Rewards Management Based On Long - Term and Sustainable Company Performance
Slide 12: HC2 Compensation Philosophy & Approach
© 2020 H C 2 H OLDINGS , I NC . HC2 Compensation Philosophy & Approach 11 x The Compensation Committee believes that a rigorous incentive plan will drive our executives to achieve HC2’s corporate short - term and long - term objectives. x Our compensation program reinforces the achievement of key bu
Slide 13: HC2's NAV Compensation Plan Focuses on Long-Term Value Creation
© 2020 H C 2 H OLDINGS , I NC . HC2’s NAV Compensation Plan Focuses on Long - Term Value Creation for Stockholders 12 HC2’s Compensation Structure Is Focused on NAV Growth and Aligned to Stockholder Interests HC2’s NAV Plan Holds Management Accountable for Company Performance and Growth x The NAV Pl
Slide 14: Being Responsive to Our Stockholders
© 2020 H C 2 H OLDINGS , I NC . Being Responsive to Our Stockholders 13 At our 2019 annual meeting, we received 49% support on our Say - on - Pay proposal. In response to this support level, we engaged in a robust outreach to stockholders representing more than 58% of the Company’s shares to underst
Slide 15: Disclaimer
© 2020 H C 2 H OLDINGS , I NC . Disclaimer 14 Cautionary Statement Regarding Forward - Looking Statements Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: This communication, and certain oral statem ent s made by our representatives from time to time may contain, for
Slide 16: Important Additional Information and Where to Find It
© 2020 H C 2 H OLDINGS , I NC . 15 Important Additional Information and Where to Find It HC2 plans to file a proxy statement (the “2020 Proxy Statement”), together with a WHITE proxy card, and a definitive consent revoca tion statement (the “Consent Revocation Statement”), together with a WHITE cons
Slide 17: Appendix: Non-GAAP Reconciliation
© 2020 H C 2 H OLDINGS , I NC . 16 Appendix: Non - GAAP Reconciliation Non - GAAP Reconciliation
Slide 18: Reconciliation to Adjusted EBITDA, Year Ended December 31, 2019
© 2020 H C 2 H OLDINGS , I NC . (in millions) Year ended December 31, 2019 Core Operating Subsidiaries Early Stage & Other Non - operating Corporate HC2 Construction Marine Services Energy Telecom Life Sciences Broadcasting Other and Elimination Net loss attributable to HC2 Holdings, Inc. $ (31.5) L
Slide 19: Reconciliation of U.S. GAAP Income (Loss) to Adjusted EBITDA 2018
© 2020 H C 2 H OLDINGS , I NC . Reconciliation of U.S. GAAP Income (Loss) to Adjusted EBITDA (in millions) Year ended December 31, 2018 Core Operating Subsidiaries Early Stage & Other Non - operating Corporate HC2 Construction Marine Services Energy Telecom Life Sciences Broadcasting Other and Elimi
Slide 20: Reconciliation of U.S. GAAP Income to Pre-tax Insurance AOI
© 2020 H C 2 H OLDINGS , I NC . Reconciliation of U.S. GAAP Income to Pre - tax Insurance AOI ( 1 ) The Insurance segment revenues are inclusive of realized and unrealized gains and net investment income for the year ended December 31 , 2019 and 2018 . Such adjustments are related to transactions be