CytoDyn Inc. · OTC:CYDY
CytoDyn — Proxy Contest (October 2021)
13 slides from CytoDyn's proxy contest presentation, Oct 4, 2021
Slide 1: Cross Road for Cytodyn
Cross Road for Cytodyn Fife Ziff - Bain Cap CEO – Nader Pourhassan Institutionally investible CEO April 2019
Slide 2: Disclaimer
Disclaimer • This material does not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein in any jurisdiction to any person. In addition, the discussions and opinions herein and the material contained herein are for general information only and are n
Slide 3: April 2019 Informal BOD Meeting Cytodyn Fort Lauderdale
April 2019 Informal BOD Meeting Cytodyn Fort Lauderdale • I am an invited guest to meet the BOD member • Two Paulson representatives • Nader Pourhassan, absent Scott Kelly, rest of BOD either present or on phone • Discussion is on financing proposals
Slide 4: Lead up to the meeting
Lead up to the meeting • For 9 months Ziff IB & Bain Capital (Bain Life Sciences Division) had been doing Due Diligence (DD) in investing in Cytodyn, mostly due to Oncology indications • March 2019 - Ziff IB (at dinner in NYC), happily informs the Cytodyn BoD (including Pourhassan) that Ziff & Bain
Slide 5: This meeting decides between two alternative futures for the company
This meeting decides between two alternative futures for the company • Nader does not entertain stepping aside with equal money for the good of the company • Paulson, as compromise, offers 2 new IB’s • Nader brings up getting more money from Fife • Nader over next four months engineers a coup removi
Slide 6: The Worst of Both Worlds
The Worst of Both Worlds • November 2019 Nader signs the Fife contract without entire BOD discussion or with head of the Audit committee. • When confronted, he declares I have Scott & Jordan’s approval to do whatever I want, I don’t need to call a BOD meeting. • The “ STEAL BEGINS ” as compensation
Slide 7: December 2019 through January 2020 board stock awards
• "In the span of just thirty days, from mid - December 2019 through mid - January 2020, the Board of Directors (the “Board”) of Cytodyn awarded themselves (among other insiders) 20,950,000 shares of Cytodyn stock, which represented a staggering 5% of the Company’s outstanding common stock. They did
Slide 8: Skyrocketing BOD Compensation
Skyrocketing BOD Compensation Global evaluation of 331 companies across 33 different industries in 39 Countries in 2016 Average - BOD $25K retainer - plus $2,250 per meeting - $1000 telephone conference Total compensation $36,000 Granted probably slightly higher for US Companies Cytodyn BoD Compensa
Slide 9: Comparables for BoD Compensation
Comparables for BoD Compensation Apple - Chairman of the BoD Arthur D. Levinson • Annual Compensation $567,188 Cash & Stock Remaining BoD $350,000 each Cytodyn - BoD Member Jordan G. Naydenov Total Compensation $995,300
Slide 10: Skyrocketing C-Suite Compensation
Skyrocketing C - Suite Compensation Nader’s Total Compensation 2021 = $10,045,507 Scott’s Total Compensation 2021 = $3,332,457 Reward for: No Regulatory Approvals No Revenue Lawsuits SEC and DOJ Issues
Slide 11: Seattle Times Pacific Northwest CEOs Salaries
Seattle Times Pacific Northwest CEOs Salaries Originally published July 20, 2018 Two Smaller Biotech Total Total CEO Compensation on the List Richard Stewart Achieve Life Sciences 208,333 Nader Pourhassan - Cytodyn although not listed would slide in at#10 Michael Rice BioLife Solutions 698,074 Name
Slide 12: Cytodyn's Slate of Candidates
Cytodyn’s Slate of Candidates New Candidates are hand picked by Nader to continue this abuse of power How will this happen? • New Candidates are high achievers • Desire to help • Honored to be asked • Inexperienced in corporate Board activities and will be naïve to politics • The Nader - Scott - Jor
Slide 13: Say No to the NSJ Triumvirate; Vote for the Proxy Slate
For the Sake of Your Investment Say No to the NSJ Triumvirate in Charge of the Compensation Machine Vote for the Proxy Slate