Newell Brands announced the two independent directors it plans to nominate to its board at its upcoming annual meeting ahead of a proxy fight with an activist investor seeking to oust the entire board and CEO.
On February 12, Starboard Value LP said it plans to nominate three former Jarden executives (Ian G.H. Ashken, Martin E. Franklin and James E. Lillie) and a former long-time Newell Director (Domenico De Sole) to its slate of director candidates to oversee a turnaround of the company.
Newell Brands announced Thursday a “significant refreshment” of its board of directors with the appointment of two new independent directors, effective immediately: James R. Craigie and Debra A. Crew. Additionally, the company intends to nominate Judith A. Sprieser to the board of directors at the company’s 2018 annual meeting of shareholders.
About the new directors:
- James Craigie, the Non-Executive Chairman and former Chief Executive Officer of Church & Dwight and a recognized leader in consumer brands with deep brand building experience and a long track record of value creation over ten years as CEO of Church & Dwight;
- Debra Crew, the former Chief Executive Officer of Reynolds American and a seasoned packaged goods operating executive, who brings a broad range of experience in branding, marketing, operations and strategy at some of the world’s leading consumer products companies; and
- Judith Sprieser, a founder and the former Chief Executive Officer of Transora, who has decades of experience in both financial and operations management of consumer packaged goods companies.
“With today’s Board refreshment we believe Newell Brands is even more strongly positioned to accelerate our transformation plan and evolve our business for the future,” said Michael Polk, Newell Brands chief executive officer. “In addition to a diversity of perspectives and experiences, these new directors will bring to the Board international operations and financial management experience in our industry, knowledge of innovation-planning processes and success in growing global consumer brands across a variety of channels, including e-commerce. Their collective expertise will serve us well as we continue to execute on our strategic initiatives. We are confident that we have the right plan—and the right team—to deliver results and enhance value for our shareholders.”
“These three independent directors have distinguished track records as value creators and as experienced leaders,” said Michael T. Cowhig, Chairman of the Board. “The appointment and nomination of these directors reflects our commitment to continuously reviewing the Board’s capabilities and ongoing refreshment, and is a decisive action to improve the company’s performance and further unlock value in a fast-changing environment. On behalf of the Newell Brands Board, I look forward to working with Jim, Debra and Judy as we work to improve financial and operational performance and deliver on our value enhancement strategy.”
Board Refreshment Process
These actions are part of Newell Brands’ ongoing refreshment process on behalf of shareholders designed to build a Board with the best mix of skills, expertise and experience to support the Newell Brands’ leadership team in accelerating shareholder value creation.
With these immediate changes, and the expected election of Sprieser at the 2018 Annual Meeting of Shareholders, the Newell Brands Board of Directors will include 5 directors who are current or former CEOs or CFOs. Collectively, the Newell Brands Board will have a broad range of experience in global leadership, supply chain management, finance, marketing, global brand management, product development, internet and mobile media business, consumer retail, manufacturing, and other areas important to Newell Brands’ business.
About James R. Craigie
James R. Craigie is Non-Executive Chairman and the former Chief Executive Officer of Church & Dwight Co., Inc., a developer and marketer of a broad range of household and personal care consumer products and specialty products. Previously, he was the President and Chief Executive Officer of Spalding Sports and held various senior management positions with Kraft Foods for 15 years. Prior to joining Kraft, Craigie served for six years as an officer with the U.S. Navy/Department of Energy working for Admiral Rickover. Craigie is a graduate of the University of Rochester and holds an MBA from Harvard University where he was a Baker Scholar. Craigie also serves on the Board of Directors of Bloomin’ Brands as Lead Independent Director.
About Debra A. Crew
Debra A. Crew is the former Chief Executive Officer of Reynolds American. Before joining Reynolds, Crew spent five years at Pepsi, where she served as President, North America Nutrition, as President, PepsiCo Americas Beverages, and as President, Western Europe. Prior to her tenure with PepsiCo, Crew held positions of increasing responsibility at Kraft Foods, Nestlé S.A. and Mars, Inc. from 1997 to 2010. Crew is a graduate of the University of Denver, earned an MBA from the University of Chicago and previously served as an officer in the U. S. Army. Crew serves on the Boards of Stanley, Black & Decker, Inc. and Mondēlez International.
About Judith A. Sprieser
Judith A. Sprieser served until March 2005 as Chief Executive Officer of Transora, Inc., one of the first business-to-business marketplaces for global consumer packaged goods companies, which she led the development of in 2000. Previously, Sprieser was an Executive with Sara Lee Corporation from 1987 to 2000, serving as Chief Executive Officer of Sara Lee’s Food Group from 1999 to 2000, Chief Financial Officer of Sara Lee Corporation from 1995 to 1999, and other operating and financial positions prior to that. Sprieser earned a Bachelor of Arts degree and an MBA from Northwestern University. She currently serves as Lead Independent Director of The Allstate Corporation, and as a Director and Audit Committee Chair of InterContinentalExchange, Inc. and Reckitt Benckiser plc where she chaired the Remuneration Committee. Sprieser is also a Trustee of Northwestern University.
