Genesco Inc. appointed three retail industry veterans, including Angel Martinez, the former CEO of Deckers Brands, to its Board, but none of the candidates nominated by an activist investor seeking to take control of the board. The other two new board members are Mary Meixelsperger, CFO, Valvoline and former CFO of DSW; and Greg Sandfort, former CEO of Tractor Supply Company.
Genesco has been facing a fight with activist investor Legion Partners Asset Management, which nominated seven directors to the company’s Board in April. The investment firm is seeking control of the Board to force the specialty retailer to improve its performance by selling non-core assets, increasing margins and buying back shares.
In its statement, Genesco said current directors Kathleen Mason and Marty Dickens would retire from the Board at the start of Genesco’s 2021 Annual Meeting of Shareholders, at which time the Board would be comprised of nine directors. These updates and changes are part of Genesco’s ongoing Board refreshment program and align with its commitment to diversity and new perspectives.
Following its Annual Meeting, a majority of Genesco’s directors will have been appointed since 2019, four of Genesco’s dedicated and longer-serving directors will have retired over the same period, and the average tenure on the Board will be five years. Genesco said these changes strengthen the skillset, enhance the diversity and substantially reduce the average tenure of Genesco’s Board.
Matthew Diamond, Genesco’s lead independent director and chair of the Board’s nominating and governance committee, said, “Genesco is committed to maintaining a highly engaged, independent Board, and we regularly evaluate Board composition to ensure it reflects the right mix of skills and experience to help support the company’s future direction and continued growth. Since last fall, we have intensified our Board development process and have been considering and evaluating potential candidates, including John Lambros whom we added to the Board in October. As part of this ongoing effort, we are thrilled to welcome Angel, Mary and Greg to the Board, all of whom bring years of public company leadership and deep expertise in the retail sector, including footwear, having managed and optimized successful brand portfolios and driven significant value creation at their respective companies. On behalf of the Board, I’d like to thank Kathleen and Marty for their service, dedication and commitment to Genesco and all of our stakeholders. Their unwavering support and contributions over the years have been immeasurable, and we know they will remain part of our Genesco family.”
Mimi Vaughn, Board chair, president and CEO, Genesco, added, “I am also delighted to welcome Angel, Mary and Greg to Genesco, three seasoned retail and brand executives who bring tremendous knowledge and experience into the boardroom and whose perspectives will be invaluable as we work to accelerate Genesco’s transformation as a footwear-focused company and capitalize on synergies to drive growth and profitability across our portfolio. At a unique and dynamic time in the retail industry, we are proud to bring on directors of their caliber and look forward to their many contributions. I’d also like to extend my sincere thanks and appreciation to Kathleen and Marty, who have been exemplary directors and have given so much to Genesco. They have both played an instrumental role in the success of the company, and their collaboration and guidance will be greatly missed.”
Among other skillsets as a former CEO, Martinez brings expertise in business transformation, corporate strategy, product and marketing innovation and an esteemed track record of recognizing and shaping trends with multiple brands in the footwear industry over his 40-plus year career. Martinez said, “Genesco’s management team and Board have developed a strong footwear-focused strategy that has positioned the company extremely well to succeed in a complex and ever-changing environment. I am excited to be joining the Board and to be part of Genesco’s continued evolution.”
Meixelsperger brings to Genesco a wealth of experience in capital allocation, finance, accounting, portfolio optimization, regulatory reporting, treasury, financial planning and analysis, risk management, business development, strategic planning and information technology stemming from her tenures as CFO of multiple private and public companies. Meixelsperger said, “Genesco’s well-positioned and diverse retail portfolio, paired with the company’s shared operations, technology and services, present compelling omnichannel growth prospects that I believe will continue to drive strong financial performance. I am thrilled to join the Genesco Board at this exciting time for the Company.”
With a career spanning over 40 years, Sandfort has held a number of senior executive positions in the retail industry and brings a depth of knowledge of all facets of strategic growth, shareholder value creation and the business, including merchandising, marketing, brand management, operations, strategic planning, human capital and resource management and logistics. Sandfort said, “I am pleased to join Genesco’s Board alongside an experienced and diverse set of directors and look forward to collaborating with Mimi and her team to build on their progress and momentum coming out of the pandemic. Genesco’s commitment to product innovation, to building deep customer relationships, and to investing in future growth make this a unique and desirable company to join.”
In addition to Meixelsperger, Martinez and Sandfort, six of Genesco’s incumbent directors, who collectively bring leadership experience, financial, strategic and retail expertise, and track records of building brands and creating sustainable value for shareholders, will stand for reelection at the company’s Annual Meeting.
These incumbent directors include:
- Mimi Vaughn, President, CEO and Board Chair since 2020 and a driving force in leading Genesco’s long-term footwear focused strategy;
- Matthew Diamond, lead independent director since 2019 and an investor, entrepreneur and operator, has managed retail and media youth brands over the last 25 years including Delia’s, Gossip Girl and Channel One Media, driven creative youth-oriented marketing and brand innovations and has digital media expertise;
- Joanna Barsh, chair of the compensation committee, senior partner emeritus, McKinsey & Company with strategic, retail, consumer and organization performance expertise and advocate for women in the workplace;
- John Lambros, an active advisor to and operator in the digital media and emerging technology markets, with experience in M&A, recapitalizations, debt offerings, and other transactions;
- Thurgood Marshall, Jr., an expert in corporate governance, ethics and risk management who brings government and private sector experience and plays a central role in Genesco’s diversity initiatives and stakeholder relations oversight; and
- Kevin McDermott, chair of the Audit Committee with experience in auditing, SEC reviews and business financial planning, having retired as a partner at KPMG after serving at the firm for 33 years.
Genesco said, “With the nomination of Genesco’s nine-member slate, the Board has the skills and qualifications that best enable it to oversee and support the implementation of the company’s footwear-focused strategy, including diversity in professional and personal experience, background, race, gender, and age, which promotes fresh perspectives and new ideas. Collectively, the Board has deep experience in areas critical to enhancing oversight and bolstering Genesco’s business, such as retail and specialty retail, e-commerce, branding and marketing, C-Suite leadership, public company board expertise, financial literacy and accounting, capital allocation, digital and omnichannel marketing, technological expertise, supply chain management, operations and strategy, portfolio management, navigating business transformations, human capital management, corporate governance and ethics, risk oversight, regulatory affairs and experience with M&A, joint ventures, divestitures and other corporate transactions. The Board is well-positioned to serve the short and long-term needs of the company and its shareholders in the rapidly evolving retail industry.”
Response to Legion Partners’ Nominees
Genesco said, “After careful consideration and due diligence from Genesco’s Board and Nominating and Governance Committee, the Board has unanimously determined not to nominate any of the seven candidates assembled by Legion Partners Asset Management, LLC. The Committee noted, among other concerns, that Legion’s candidates lack the relevant skills, experience, track records, and leadership to serve on Genesco’s Board. Throughout Genesco’s Board refreshment process, which intensified last year prior to Legion’s recent investment and current campaign, the company has repeatedly offered Legion an opportunity to participate but Legion has consistently rebuffed Genesco’s efforts to engage constructively and has repeatedly pressed Genesco to replace a majority of its Board at this year’s Annual Meeting. Legion has also declined to engage with Genesco about Legion’s director candidates or their slate’s qualifications, nor would Legion allow their candidates to be interviewed, including by the internationally recognized global leadership advisory firm Egon Zehnder, which has been supporting the Board’s self-assessment, board development and potential nominee review process.”
Photo courtesy Genesco/Journey’s