Clarus Corp., the parent company to Black Diamond, MaxTrax, and Rhino-Rack brands, appointed Roger Werner to its Board of Directors, effective March 8. With his appointment, the Board has six directors, five of whom are independent.

Werner has over 40 years of executive leadership experience, including building successful sports networks. He joined ESPN as COO in 1982 and was named president and CEO in 1988. During his six years as COO and two years as president and CEO, ESPN became the world’s largest and most profitable cable television network worldwide.

After leaving ESPN, Werner helped build the Los Angeles-based Prime Ticket Network, now Fox Sports West, into the largest and most valuable regional cable network in the U.S. Between 1995 and 2002, he developed Speedvision, now Fox Sports 1, and Outdoor Life Network, now NBC Sports, serving as both networks’ president and CEO.

From 2006 to 2013, Werner undertook a public company turnaround as president, CEO and co-chairman of Outdoor Channel Holdings, Inc., guiding initiatives that significantly increased profitability and improved corporate governance.

The company said in a release that Werner remains active in the sports and automotive video markets. He has reportedly been an advisor and a director at The MotorTrend Group, the largest producer of digital automotive-related content and a Discovery Communications company. Currently, Werner serves as chairman of the Automobile Competition Committee of the United States (ACCUS).

“Roger is an excellent addition to our Board, and we welcome his extensive experience working with companies to enhance their growth prospects and profitability,” said Warren Kanders, executive chairman of Clarus. “As Clarus continues to focus on growing our Outdoor and Adventure segments, we will benefit greatly from Roger’s unique perspective and deep familiarity with automotive, outdoor and sports enthusiast audiences and consumers.”

Werner commented, “Joining the Board at such an important time for Clarus is a tremendous opportunity. I look forward to collaborating with the Board and management team to help the company’s long-term vision come to fruition and create enduring shareholder value.”

Werner received his MBA from the University of Virginia’s Darden School and graduated from Trinity College.

In other Board news at Clarus, the company’s Board of Directors approved the respective requests of two of its largest shareholders, Greenhouse Funds LLLP and Clarus Executive Chairman Warren Kanders and its affiliates, to be permitted under the company’s Rights Agreement dated as of February 12, 2008, to increase their beneficial ownership. Greenhouse and Kanders were permitted to increase their positions to up to 15.0 percent and 26.7 percent of the company’s outstanding shares of common stock, respectively.

Greenhouse has beneficial ownership of 4,538,107 shares of the company’s common stock, as publicly disclosed by Greenhouse in the Schedule 13G as of December 31, 2023, filed with the Securities and Exchange Commission (SEC) on February 14, 2024, which represents approximately 11.9 percent of the company’s outstanding shares of common stock.

Kanders has beneficial ownership of 6,525,421 shares of the company’s common stock, as publicly disclosed by Kanders in the Schedule 13D/A filed with the SEC on January 30, 2024, which represents approximately 16.7 percent of the company’s outstanding shares of common stock.

The company’s determination to authorize Greenhouse’s and Kanders’ requests to raise their respective stakes is conditional upon, and subject to, among other things, Greenhouse and Kanders not increasing each of their respective beneficial ownership to more than 15.0 percent and 26.7 percent, respectively, of the company’s outstanding shares of common stock, and Greenhouse and Kanders increasing their respective positions to up to 15.0 percent and 26.7 percent, respectively, within the next twelve months.

If Greenhouse or Kanders subsequently reduces their respective beneficial ownership to below 9.9 percent, they would need to obtain new approval from the company’s Board of Directors before seeking to again increase their respective beneficial ownership to more than 9.9 percent of the company’s outstanding shares of common stock.

Image courtesy Black Diamond