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Ancora Issues Letter to Everbridge Stockholders Regarding its Intention to Withhold Support for Four Directors at 2022 Annual Meeting
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Rhea-AI Summary
Ancora Holdings Group, LLC, a significant stockholder of Everbridge, Inc. (NASDAQ: EVBG), has expressed concerns regarding the Board's lack of action towards exploring strategic alternatives. They believe a sale to a well-capitalized acquirer could unlock over $70 per share, offering a more than 50% premium for shareholders. Ancora plans to withhold support for Chairman Jaime Ellertson and three other long-tenured directors, citing issues with capital allocation and alignment with stockholders’ interests. The firm urges stockholders to consider the Board’s ineffectiveness amid Everbridge's underperformance in the market.
Positive
Potential for a sale to unlock over $70 per share, providing significant value to shareholders.
Highlighting the company as a category leader in an attractive market.
Negative
Board's inaction and misalignment with stockholders, resulting in sustained underperformance.
Excessive compensation policies contributing to shareholder dilution.
Current Board members have low shareholdings, questioning their commitment to stockholders.
Historical mismanagement leading to a projected $17 million revenue headwind in 2022.
Believes the Current Board is Failing Stockholders by Resisting Calls to Publicly Commit to a Strategic Alternatives Process
Contends a Sale to a Well-Capitalized Acquirer Would Unlock $70 Per Share, or a More Than 50% Premium for Stockholders, Based on Recent Comparable Transactions
Plans to Withhold Support for Chairman Jaime Ellertson and Three Other Long-Tenured Directors Who Should Be Held Accountable for Dismal Capital Allocation and Compensation Decisions
CLEVELAND--(BUSINESS WIRE)--
Ancora Holdings Group, LLC, a significant stockholder of Everbridge, Inc. (NASDAQ: EVBG) (“Everbridge” or the “Company”), today issued the following letter to the Company's stockholders.
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Fellow Stockholders,
Ancora Holdings Group, LLC (together with its affiliates, “Ancora” or “we”) is a significant stockholder of Everbridge, Inc. (NASDAQ: EVBG) (“Everbridge” or the “Company”). We continue to spend a considerable amount of time reviewing Everbridge’s corporate governance, executive compensation, operations and sales, and overall strategy. We stand by the conclusion articulated in our March 17th letter: the Board of Directors (the “Board”) should commence an immediate exploration of strategic alternatives. Our extensive analysis suggests a sale of the Company to a well-capitalized acquirer could deliver more than $70 per share, or a more than 50% premium to current trading prices, for stockholders based on recent valuation multiples for both public and private peers.
We are deeply troubled by the Board’s apparent inaction, which we believe illustrates that several incumbent directors are either unable or unwilling to advance stockholders’ best interests or embrace and act on stockholder feedback. We contend:
The Board’s limited shareholdings and sparse open market purchases have perpetuated a misalignment with investors.
The Board is unwilling to embrace and act on stockholder feedback.
The Board is beholden to outdated and inflexible perspectives and remains entrenched in its efforts to keep Everbridge a standalone Company at all costs.
The Board has multiple directors whom we deem “stale” based on their more than decade-long tenures.
The Board has failed to hold management accountable for operational blunders, and has allowed its Chairman to seemingly prioritize his own interests at the expense of stockholders’ interests.
We feel it is critical for stockholders to send the Chairman and Board a clear message that the status quo is unacceptable, especially in light of the value destruction at the Company and the seemingly unexplored opportunities that sit right in front of leadership. This is why we intend to WITHHOLD support for four current directors at the 2022 Annual Meeting of Stockholders (the "Annual Meeting") scheduled for May 19, 2022: Chairman Jamie Ellertson, Bruns Grayson, Richard D’Amore and Kent Mathy. In our view, these incumbents are part of the culture of failure and operational mediocrity that pervades across Everbridge today.
WE BELIEVE STOCKHOLDERS SHOULD TAKE A CLOSER LOOK AT EVERBRIDGE’S INEFFECTIVE AND MISALIGNED BOARD
While Everbridge is the category leader in an attractive market, the Company’s shares have dramatically underperformed relevant peers and indices over various horizons. We contend the Board bears responsibility for overseeing what amounts to sustained stagnation and underperformance. The Company’s share price is materially down over the year-to-date, one-year, two-year and three-year periods.
Mr. Ellertson has spent the past 12 years holding positions such as Chief Executive Officer, Executive Chairman and now, non-Executive Chairman of Everbridge. Mr. Grayson has served on the Board for 11 years, occupying the role of Lead Independent Director since Everbridge’s initial public offering ("IPO") in September 2016. On average, the four directors we plan to withhold on have served for a decade. Given the average tenure of these directors, it is hard to imagine the Board has not already gotten the benefit – if any exists – of their insights and experience.
What is shocking is that despite such long tenures, the four directors we are focused on hardly own any shares of the Company. Collectively, their shareholdings represent less than 1% of the Company’s outstanding shares. These insiders have actually been net sellers of the Company’s shares over time, having sold 3.34 million shares and purchasing a mere 10,700 shares on the open market. It is extremely notable that Mr. Ellertson has never purchased shares, and instead has reduced his stake by over 95% since the Company's IPO. This weak alignment with stockholders is extremely troubling – how can these directors be expected to act in the best long-term interest of stockholders when they themselves are cashing out?
Equally disturbing is the Board’s excessive compensation policies. As described in our prior letter, we believe the timing of share grants to the current co-Chief Executive Officers were conducted in dubious fashion to advantage executives at the expense of stockholders by requiring more share grants at lower prices. As members of the Board’s Compensation Committee, Messrs. Grayson and Mathy bear significant responsibility for this dilution.
WE ENCOURAGE STOCKHOLDERS TO TAKE AN ESPECIALLY CLOSE LOOK AT MR. ELLERTSON’S TENURE AND POTENTIAL CONFLICTS OF INTEREST
As Chief Executive Officer of Everbridge, Mr. Ellertson often set unrealistically optimistic expectations regarding the Company’s public alerting opportunity in the European Union (“EU”). The EU narrative was a key element of the bull thesis for years after he hyped an aggressive timeline for winning business. On the Q1 2019 earnings call, Mr. Ellertson implied that the majority of the EU opportunity would materialize within the next 18 months, saying "the EU is on a roughly 4 years the directive says until you have to have it all done and dusted in place, which if you start backing up means thatmost of these decisions will be made in the next 18 months from today from this summer." Approximately 18 months from the summer of 2019 would mean that the Company should have booked all its EU public alerting business no later than December 2020. Instead, Everbridge had to repeatedly “walk back” investor expectations for this business, extending the timeline to beyond 2020, and eventually the end of 2021 – before finally capitulating on this opportunity entirely in early 2022. At the same time he was publicly promoting Everbridge's EU opportunity, Mr. Ellertson sold a substantial portion of his holdings in the Company's stock, worth millions of dollars, leading us to question his own belief in the Company's strategy.
After selling down his stake in Everbridge, Mr. Ellertson turned his focus to the creation and operation of a venture capital firm called Akmazo Capital Management Co., LLC (“Akmazo”). This parallel interest would be innocuous were it not for the fact that it appears he proceeded to recruit multiple senior executives from Everbridge, draining top talent from the Company, including former Chief Technology Officer Imad Mouline and former SVP of Engineering Yuan Cheng. We believe this is a glaring conflict of interest that represents a possible breach of Mr. Ellertson’s, and quite frankly the entire Board’s, fiduciary duty to stockholders.
It is therefore no surprise that Mr. Ellertson appears to maintain greater allegiance to Akmazo than to Everbridge. Everbridge announced the departure of former Chief Executive Officer David Meredith in December 2021. Despite his prior experience as Chief Executive Officer of Everbridge, Mr. Ellertson did not step up to fill the void in leadership. However, in January 2022, Mr. Ellertson agreed to take on the role of interim Chief Executive Officer for one of Akmazo’s portfolio companies. In addition, Gary Phillips and Mr. Cheng (former top executives of Everbridge) were appointed to senior leadership positions at the portfolio company alongside Mr. Ellertson. While he is the Chairman of both Everbridge and Akmazo, we believe it is clear that he has found a way to prioritize both time and talent for Akmazo entities in a way he has not for Everbridge.
Furthermore, we believe Mr. Ellertson has been deficient in his self-identified responsibilities at Everbridge. When he transitioned away from his role as Chief Executive Officer in early 2019, he committed his attention to helping steward the Company’s acquisitions initiative. As he described on the Q2 2019 earnings call, “I remain committed to Everbridge's success, but will do so as Executive Chairman assisting David with our strategy with a particular focus on M&A.” This message was reinforced at the 2019 Analyst Day by Chief Financial Officer Patrick Brickley, who said, “As a CFO, I have to keep in mind that on July 15, we're going to have a new Executive Chairman, and he's going to focus on M&A.” However, only a few years later, Everbridge is now blaming its product and go-to-market confusion on this initiative, as investors heard on the Q4 2021 earnings call.
Today, Everbridge is calling out a $17 million headwind to 2022 revenue due to impacts related to acquisitions. Furthermore, as described in our prior letter, Everbridge spent more on deals in 2021 than in its entire prior history as a public entity. Spending increasing amounts of capital for less strategic targets is the definition of “capital allocation gone wrong” – and we contend Mr. Ellertson bears significant responsibility for this poor capital allocation. This is among the many reasons why we feel he is unfit to continue serving on the Board. We believe Mr. Ellertson should step down from the Board immediately in light of his seemingly self-serving actions with his personal ventures and track record of presiding over persistent value destruction at Everbridge.
IT IS TIME TO HOLD THE EVERBRIDGE BOARD ACCOUNTABLE
It remains obvious to us – and hopefully to all fellow stockholders – that Everbridge is a high-quality business that remains dramatically undervalued. We believe the Board must take swift action to close the valuation gap through a potential sale of the Company, which will provide immediate value to stockholders at a premium, rather than continuing to let us all suffer under the current status quo.
If the Board wants to continue dragging its heels in the coming weeks, our hope is that long-serving incumbents are held accountable at the Annual Meeting. We firmly believe Ancora is sending the right message by announcing our plan to withhold support for Chairman Jamie Ellertson and long-tenured Board members Bruns Grayson, Richard D’Amore and Kent Mathy.
Sincerely,
Fredrick D. DiSanto
James Chadwick
Chief Executive Officer and Executive Chairman
President
Ancora Holdings Group, LLC
Ancora Alternatives LLC
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About Ancora
Founded in 2003, Ancora Holdings Group, LLC offers integrated investment advisory, wealth management and retirement plan services to individuals and institutions across the United States. The firm's comprehensive service offering is complemented by a dedicated team that has the breadth of expertise and operational structure of a global institution, with the responsiveness and flexibility of a boutique firm. For more information about Ancora, please visit https://ancora.net.
