GCP Applied Technologies adds two new independent directors in fight with Starboard

This post was originally published on this site

BOSTON (Reuters) – GCP Applied Technologies (N:GCP) said on Friday that its slate of board nominees will include two new independent directors and that it will expand the size of the board by one to 10 members.

The Cambridge, Massachusetts-based chemical company is striking back at activist investor Starboard Value hours after the hedge fund announced on Thursday that it will push forward with its proxy fight and nominated eight directors.

GCP named Armand Lauzon and John McPherson, executives with construction products expertise, as director candidates.

Lauzon most recently served as president and chief executive officer of C&D Technologies while McPherson was most recently chief financial and strategy officer at Vulcan Materials Company (N:VMC).

“We have been regularly refreshing our Board to ensure our directors are diverse and have the appropriate skill sets and experience for our business,” the company said.

GCP will re-nominate eight current board members plus nominate the two new directors. It will re-nominate Clay Kiefaber, a Starboard representative who joined the board last year, but it will not re-nominate Marran Ogilvie, who also joined the board last year after the settlement with Starboard.

Ogilvie serves on three other boards and is a candidate on Starboard’s slate of directors at health-care services company Mednax. If she were re-nominated by GCP and elected at Mednax (N:MD) she would be considered to have too many public board commitments, the company said.

Both Ogilvie and Kiefaber are on Starboard’s slate of eight directors, which also includes Starboard partner and head of research Peter Feld.

Investors will be able to vote for their choices at the company’s annual meeting on May 28 unless the two sides reach a settlement beforehand.

For GCP this marks the second time in two years that Starboard, which owns 9% of the company, has approached with criticisms and demands. Last year the two sides reached a settlement that handed two board seats to the New York-based hedge fund known for seeking operational changes at target companies. On Thursday, Starboard said its nominees would steer the company through the current economic crisis more successfully. GCP said it is financially well positioned to navigate the COVID-19 crisis.

GCP said it has taken many steps to improve its position. It named Randall Dearth chief executive officer in August, achieved $33 million in annualized cost savings through 2019 and cut debt by nearly $450 million.