We Believe That Change Is Needed
On The Progenics Board
The Current Board Has Overseen An Extended Period Of Dismal Share Price Performance Compounded By Continued Mismanagement Relating To Operational, Clinical And Financial Decision-Making
At Velan, we know the difference between value creation and value destruction. Conversely, as evidenced by the Company’s long-term share price underperformance, Progenics’ directors and senior management do not. Given this seeming disparity in financial and pharmaceutical industry acumen, we amicably attempted to engage with the Progenics’ management and Board to facilitate closing the large gap between the Company’s potential value and the current reality. Unfortunately, their failure to seriously reciprocate our repeated attempts to constructively engage and refusal to address certain key stockholder concerns, has left us with no choice but to once again take action to hold this Board accountable.
Our qualms are not with Progenics, where we see tremendous upside, but remain with the Company’s continued mismanagement and lack of proper Board oversight.
Following the stockholder support for Velan’s campaign for change at the Company’s 2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”), the Board’s actions (or lack thereof), including its failure to immediately engage with us and continued refusal to address the real issues facing the Company, have lead us to believe that substantial change is urgently required at Progenics. Velan therefore feels compelled, on behalf of all stockholders, to take the next steps to provide for a better future at Progenics by putting in place a vastly improved board of directors.
Current Progenics CEO Mark Baker and the Board have presided (and continue to preside) over an extended period of poor performance and a lack of results for cancer patients. One of the most important governance responsibilities of the Board is to ensure that the right executive leadership is in place. Unfortunately, the current Board, particularly longest-tenured directors David A. Scheinberg (director since 1996) and Nicole S. Williams (director since 2007), do not appear to have fulfilled this basic responsibility, given their failure to hold Mr. Baker accountable for his prolonged underperformance since his appointment as CEO in 2011. Change on the Board is critical to ensure renewed focus and commitment to unlocking stockholder value. We believe that an objective, properly functioning Board would come to the right determination that CEO Mark Baker has failed essentially all stakeholders and that new leadership is required – consistent with what we understand to be the views of most stockholders.
Progenics stockholders deserve an independent board that will truly look out for stockholders’ best interests and ensure management accountability. We therefore feel compelled, on behalf of all stockholders, to again take action in order to provide for a better future for all Progenics stakeholders before it is too late.
Velan is pleased to identify five exceptional nominees, Gérard Ber, Eric J. Ende, Ann MacDougall, Heinz Mäusli and David W. Mims, who we believe can help put the Company on a better path. These individuals were selected after an extensive evaluation of numerous potential candidates and have the skill sets that are urgently needed at Progenics. All of these nominees have served on public company boards and bring a wide array of experience: pharmaceutical and radiopharmaceutical commercialization and supply chain expertise, investor relations and shareholder engagement, sophisticated financial analysis and judgment, and appropriate corporate governance and compensation oversight.