TreeHouse Foods announced this week an agreement with JANA Partners LLC, which owns approximately 7.4% of the outstanding shares of TreeHouse’s common stock, pursuant to which TreeHouse will appoint to its Board of Directors, effective March 2, 2021, two new independent directors: John P. Gainor Jr. and Kenneth I. Tuchman.
“We are pleased that our productive engagement with JANA Partners has resulted in the appointment of John and Ken to the TreeHouse Board,” said Gary D. Smith, Chairman of the Board. “Both have a broad range of expertise. We look forward to benefitting from their valuable perspectives as we continue to focus on executing our strategy and on creating long-term value for our stockholders.”
“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, the managing partner of JANA Partners, commented, “We are encouraged by the steps the Company has been taking, including these director additions, and by the ongoing commitment to unlocking stockholder value.”
Mr. Gainor will join the director class that will stand for election in 2022, and Mr. Tuchman will join the director class that will stand for election in 2023. In connection with these appointments, the Board will temporarily expand to 14 directors. Immediately following the TreeHouse 2021 Annual Meeting of Stockholders, it is anticipated that the Board will consist of 11 directors.
In connection with the appointment of these two new directors, TreeHouse Foods and JANA Partners have entered into a cooperation agreement, including customary standstill and voting commitments. A copy of the agreement will be included as an exhibit to the company’s Current Report on Form 8-K to be filed with the Securities and Exchange Commission.
Mr. Gainor is an experienced executive and director, most recently serving as the President and Chief Executive Officer of International Dairy Queen from 2008 until 2017 after serving as its Chief Supply Chain Officer. Mr. Gainor has longstanding experience in shipping and logistics as the former President and Co-Founder of Supply Solutions, Inc., a company that focused on designing and implementing supply chain solutions and business expansion models for major restaurant chains and consumer products companies. Mr. Gainor previously held various executive positions with Consolidated Distribution Corporation, AmeriServe Distribution Corporation and Warner Lambert Corporation. Mr. Gainor serves on the boards of directors of Bloomin’ Brands and Saia, Inc. and previously served on the board of Jack in the Box Inc.
Mr. Tuchman has over 35 years of experience as an investment banker and director who has worked with public and private, large and mid-cap company management teams to facilitate growth, funding and competitive positioning. Most recently, Mr. Tuchman was the Vice Chairman of the investment and corporate banking groups of Bank of Montreal Capital Markets until 2016. Previously, Mr. Tuchman served as Vice Chairman at Bank of America Merrill Lynch, where he focused on investment banking in the consumer and retail sector. Before that, he was Chairman of Global Banking for the Americas at Dresdner Kleinwort Ltd. (Wasserstein Perella Group) and spent more than 16 years at Lehman Brothers, where he was a Managing Director and Co-Head of the Global M&A Group. Mr. Tuchman has previously served on the boards of directors of Smart & Final Stores, Gordmans Stores, Parisian Department Stores, and DeMoulas Supermarkets, as well as other private companies and organizations.