Ides Capital Releases Investor Presentation Detailing Opportunity to Drive Stockholder Value at Boingo

Ides Capital Management LP (“Ides Capital”) today issued a presentation highlighting the need for change at Boingo Wireless, Inc. (NASDAQ: WIFI) (“Boingo” or “the Company”) as well as the significant value creation opportunity at the Company.

Dianne McKeever, Chief Investment Officer of Ides, said: “We are extremely concerned that Boingo has failed to take any meaningful steps to address the Company’s severe stock price underperformance and the operational and governance issues that are hindering the creation of long-term value for stockholders. In our view, addressing these issues could result in Boingo achieving a stock price of up to 100% greater than its current value.

The Company’s recent actions are illustrative of the fact that it is disconnected from stockholders’ reality. Following Boingo’s disappointing first quarter earnings report on May 5th – which the Company referred to as “outstanding” – Boingo’s stock declined sharply, closing down roughly six percent the following day and trading down nearly 10 percent in the ensuing days. This episode illustrates how the Boingo Board and management refuse to be held accountable for the Company’s underperformance and how indifferent they apparently are to the losses suffered by stockholders. We urge fellow stockholders to vote FOR Ides’ two highly qualified director nominees – Karen Finerman and Bradley Stewart – to bring the fresh perspectives and ideas that are so badly needed on Boingo’s Board.”

Key points in Ides’ presentation include:

• Boingo’s proxy peer group has proven to be a moving target, with dramatic annual changes, and was even omitted from 2012 executive compensation considerations
  • In fact, on May 10th, less than two weeks after it filed its 2016 proxy, the Company announced a new, drastically smaller peer group of eight companies, seven of which were not contained in the 2016 proxy peer group
• Boingo’s assertion in its 2016 proxy statement that its executives “primarily” sell stock to “cover taxes” is, we believe, inconsistent with the reality that CEO David Hagan has sold 82% of his vested stock options and restricted stock unit (RSU) awards
• The Company’s Board has refused to implement any of Ides’ suggestions for improving corporate governance, instead asserting that existing governance controls are “quite good” for Boingo’s size, and noting that it is in “no rush” to improve governance at the Company
• The Board, especially the Compensation Committee currently chaired by incumbent director Charles Boesenberg, has failed to adequately oversee executive compensation and has not aligned compensation structure with stockholders’ interests
  • Performance-based executive compensation is almost exclusively tied to time and revenue growth, and CEO Hagan receives the bulk of his total compensation just for showing up to work
  • Furthermore, the Board’s Compensation Committee has created a no-lose situation for management by shifting from a compensation plan exclusively focused on Options to one focused on RSUs, which ultimately eliminates nearly all ties to stock price appreciation

Vote FOR Ides’ Nominees Karen Finerman and Bradley Stewart on the GOLD Proxy Card Today.

The full text of Ides’ presentation can be found at this link: http://www.okapivote.com/boingo/

About Ides Capital Management LP

Ides Capital Management LP is a New York-based investment advisor focused on small and mid-capitalization public companies that are deeply undervalued and provide a margin of safety. Ides seeks to constructively engage with management teams and corporate boards to implement positive changes to drive long-term value to the benefit of all stockholders and to improve corporate governance practices, including a strong focus on boardroom diversification.

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