TreeHouse Foods has appointed two new independent directors to its board of directors, a move done in agreement with Jana Partners, which owns 7.4% of the outstanding shares of the company’s stock, and had recently asked the company to sell.
The appointments expand the TreeHouse board to temporarily include 14 directors, and in connection with the appointments, TreeHouse and Jana have entered into a cooperation agreement that includes customary standstill and voting commitments.
The new board members are John P. Gainor and Kenneth I. Tuchman.
"This is an important moment in our growth trajectory; we have made significant progress transforming the company, which is reflected in the strength of our 2020 performance, and we are well-positioned to drive growth and value over the long term," said Steve Oakland, chief executive officer and president of TreeHouse. "We share a common perspective with Jana that our current share price does not reflect the progress we have made and the value of our opportunities, business and outlook. I look forward to working with John, Ken and the rest of the board to focus on accelerating our momentum and achieving a stock price that reflects the true value of our business."
Barry Rosenstein, managing partner of Jana Partners, added, "We are encouraged by the steps the company has been taking, including these director additions, and by the ongoing commitment to unlocking stockholder value."
Gainor will join the director class that will stand for election in 2022. Tuchman will join the director class that will stand for election in 2023. Gainor most recently served as president and CEO of International Dairy Queen, also serving in that company as its chief supply chain officer. He brings a wealth of experience in shipping and logistics as the former president and co-founder of Supply Solutions, and held executive positions at Consolidated Distribution Corp., AmeriServe Distribution Corp., and more.
Tuchman carries more than 35 years of experience as an investment banker, working with public and private, large and mid-cap company management teams. He has spent time with Bank of Montreal Capital Markets, Bank of America Merrill Lynch, Dresdner Kleinwort and more.