Exhibit 99
Presentation on Governance Issues at TheStreet, Inc.
Governance Issues at TheStreet, Inc. Cannell Capital LLC May 23, 2017
Vote “No” Cannell Capital LLC (“CC”) amended its Schedule 13D filing on April 20, 2017to reflect its voting intentions at the May31st annual meeting of TheStreet, Inc.(“TST” or the “Company”). Specifically, CC plans to vote “No” to the re-election TST directors Sarah Fayand Steve Zacharias and “No” on themeasure approving managementcompensation. Stockholders interestedin increasing the value of their shares areurged to join CC by voting as shown atright immediately: 1
Destruction of Shareholder Value • Since the Company’s May 14, 1999 initial public offering, TST’s share price is down 99%.More than $1 billion of value has been dissipated. From $1.90 only two years ago to $0.90today the stock price of TST has declined 52%. • On December 12, 2016, TST received a NASDAQ delisting notice. • Most of the current Board of Directors have observed these events passively. 2
Pathetic ResultsB2C Segment • From the first quarter of 2015 to the first quarter of 2017, the Company’s Business to Consumer (“B2C”) subscriber count fell roughly 28% from 83,600 to what we estimate isnow 60,395. • B2C revenue has declined 47% from $38.7 million in 2015 to an annualized rate of $20.4million based on first quarter of 2017 results. • We believe that the incumbent Board members may have violated their duty of care toshareholders by failing to sell or radically alter the B2C segment. • The B2C segment continues to deteriorate under the leadership of the incumbent Board. 3
Pathetic ResultsB2B Segment • Business to Business (“B2B”) segment revenues grew just 1% in 2016. • From September 2012 through October 2014, TST paid $31 million for The Deal andBoardEx assets - 1.4x 2016 The Deal / Boardex revenues. Despite initial promise, theCompany has been unable to extract sufficient value from these properties. • TST took a $11.6 million impairment charge on The Deal / Boardex in Q4 2016. • Including the impairment charge, the B2B business lost $15.4 million in 2016 after losing$3.8 million in 2015. 4
TST Hasn’t Generated GAAP Profit orConsistent Revenue Growth Since 2008 Fiscal Year: 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Revenue 51 65 71 60 57 58 51 54 61 68 64 GAAP Net Income 13 29 1 (47) (6) (9) (13) (4) (4) (2) (18) All figures are in millions of US dollars; data from Bloomberg L.P. • The incumbent Board has generated nine consecutive years of net losses. 5
Excessive Compensation Paid to Director Jim Cramer: Part One • Mr. Jim Cramer’s employment agreement guarantees him $300,000 licensing fee per yearplus 14% of total net revenues generated by his products with a minimum guarantee of$2.5 million per annum. In December 2013, the very same board of directors furtherlubricated him with a Restricted Stock Unit package valued at $3 million at the time. • In 2014, 2015 and 2016 Mr. Cramer received $3.05 million per year in cash compensationand reimbursement. In aggregate, his three-year cash compensation is equal to 28% oftoday’s market capitalization. • Mr. Cramer’s consistent annual cash compensation of $3.05 million over the past threeyears strongly suggests that his products are generating insufficient revenue to generateroyalties beyond his minimum guarantee. With his royalties “under water”, we questionhow the current compensation structure motivates Mr. Cramer to increase revenue. 6
Excessive Compensation Paid to Director Jim Cramer: Part Two • Since 1999, Mr. Cramer has extracted approximately $23 million in cash payouts from TST excluding millions more paid out as stock options. The payments to Cramer by TSTwere made during a period in which the price of the common stock declined over 99%.Forty percent (40%) of these payments came in the last three years. • The honeymoon is over, yet this Board of Directors observes events passively and ineffectively. Largely not invested in TST’s common shares, we imagine them paddingaround in paper slippers and drooling on themselves through Board meetings. • Two of the three TST directors up for re-election at the annual meeting are members ofthe Company’s compensation committee: Ms. Sarah Fay and Mr. Steve Zacharias. A“No” vote on these directors will send a message to the Company that they must listen toshareholder concerns about excessive compensation. 7
An Opportunity to Reduce TST’s Current Structural Conflict • Mr. Cramer’s contract comes up for renegotiation in December 2017. Given its trackrecord, it seems unlikely that this conflicted Board will negotiate a fair deal forshareholders. • Cramer’s dual position as the highest paid employee and as a Board Member causes gravecorporate governance concerns. There is a blatant structural conflict of interest which theBoard of Directors has been loath to resolve. The “player-coach” model does not workhere. The current Board of Directors has done nothing to resolve this conflict. • The incumbent Board has failed to stand up for shareholder interests in past negotiationswith Mr. Cramer. We believe that only a successful vote “No” campaign can persuadethe incumbent Board to stand up for shareholders. 8
Turnover Turmoil • TST has had three different CEOs and CFOs during the last two years. • The Company’s Editor-In-Chief Tara Murphy resigned in May after just seven months onthe job. • After initially signaling an “invest to grow” message, new management is now cuttingheadcount from 653 at 2016-year end to 610 in mid-May. • We believe that TST suffers from a lack of leadership and a demoralized employee base, allcaused by the actions of the incumbent Board. 9
What Does the Board Have to Hide? • In response to the Company’s floundering, in March 2016 Spear Point Capital Management and FiveT Investment Management nominated a slate of directors to join theTST board. Collectively these two firms held approximately 9.5% of TST’s commonshares. Despite their large holding the Board of TST rebuffed the Spear Point group on atechnicality. We do not care to opine as to the legal validity of this approach, however, weare alarmed at the Company’s unwillingness to negotiate with major shareholders in goodfaith. 10
The Board Has Resisted Granting Representation toShareholder Advocates • The Board resisted including a highly-qualified Cannell Capital director nominee in the 2017 slate. On March 31, 2017 Cannell Capital requested that the Company add a Cannelldesignate to its Board of Directors. CC does not think it is unreasonable or unusual for apublic company’s largest shareholder to request such representation. Clients advised by CCcurrently hold 9.47% of TST’s common equity. • CC wonders what the Company is hiding. CC was not asking to control the Board, merelyfor the right to appoint one swamper thereto. CC finds it suspicious that the Board was soeager to ignore the fair request of its largest shareholder. As a long-time shareholder ofTST since 2011, the interests of CC align with those of all TST shareholders. 11
ISS Agrees: Shareholders Must Deliver a Message • On May 18, 2017, Institutional Shareholder Services (“ISS”) urged that shareholders vote“No” on the two directors up for re-election who belong to TST’s compensationcommittee (Sarah Fay and Steve Zacharias). ISS also urged shareholders to vote “No” tothe resolution approving the compensation of TST’s management. Shareholders areencouraged to follow the recommendations of ISS. • Cannell Capital LLC agrees with the ISS recommendation and urges ALL shareholders tovote against Ms. Fay and Mr. Zacharias at the annual meeting and against the resolutionapproving management’s compensation. • The incumbent Board of TST is way past the grace period. The Board insist that THEYare the turnaround team. While one can argue that progress has been made, the Companyis maybe moving from terrible to merely bad -- and too slowly at that. 12
The Way Forward • With a decline in stock price, a floundering turnaround campaign, and the December renegotiation of Cramer's contract, it's time to send a message to the Board. A resounding“No” vote from TST’s shareholders would send a message to the Board that theircontinued failure is no longer acceptable. • Regardless of the outcome of the vote, CC urges the Board to engage outside help to evaluate the turnaround strategy and thesis for creating shareholder value. Fiduciaries cansometimes become myopic after years of service and comfortable compensation. The rightoutside perspective could help the Board overcome such myopia. • Considering the manifest failure of the incumbent Board, voting “No” is a sober, modestand careful approach. Cannell Capital urges ALL shareholders to Vote No. 13