Latest news with #JamesMitarotonda
Yahoo
01-07-2025
- Business
- Yahoo
Activist Barington asks casket maker Matthews for board seats, warns of second battle
By Svea Herbst-Bayliss NEW YORK (Reuters) -Barington Capital Group on Tuesday urged casket maker Matthews International to fix its business and immediately invite the activist investor onto its board, or possibly face another clash with the group next year. Barington criticized Matthews' business portfolio, capital allocation, lagging stock price, and long-serving CEO in a letter seen by Reuters. The investor heaped fresh pressure on Matthews by underscoring the same issues that formed the backbone of its high-profile fight for three seats, which it lost, earlier this year. Barington wants the company, a conglomerate which has technology-focused businesses plus products for burying the dead, to add its director candidates to the board now and not "wait for the 2026 annual meeting." A representative for the company did not have an immediate comment on Barington's letter. Matthews stock price dropped 12% in the first six months of the year, the letter says, when the broader S&P 500 index gained 4.4% and Matthews' peers gained 3.3% on average. Barington chief executive James Mitarotonda blamed Matthews CEO Joe Bartolacci "for this persistent pattern of underperformance" and wrote that he and other Barington board candidates could help fix the company now. "Our participation is essential to execute the fundamental changes necessary to create long-term value," the letter said, warning if no board seats are offered "we remain prepared to pursue all available alternatives to protect our investment." This suggests Barington may launch a second campaign for change at Matthews next year after shareholders in February blocked the activist by re-electing all company directors. Barington, which had support from three proxy advisory firms that guide how shareholders vote, bought more Matthews stock after its defeat, raising its stake in the company to roughly 3% from 2%. Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Express Tribune
17-06-2025
- Business
- Express Tribune
Investor demands Victoria's Secret overhaul its board
Activist investor Barington Capital Group is pushing Victoria's Secret to alter its board and end a recently adopted "poison pill" plan, according to a letter to the lingerie maker's shareholders on Monday. The New York-based hedge fund, which owns more than 1 per cent of the company, said Victoria's Secret has underperformed its competitors and lost over $2.4 billion in shareholder value since its spin-off in 2021 from former parent company L Brands. On Sunday, Reuters reported, citing sources, that Barington wants the company to replace most or all of its board and end the "poison pill" plan that it adopted in May to protect the company from hostile takeovers. "Barington has not sought to engage with us, but we look forward to discussing their views with them," a Victoria's Secret spokesperson said. "We are confident that executing our strategy under the new and experienced leadership team will continue to unlock value for our shareholders," the spokesperson added. Its shares, which have lost more than half of their value so far this year amid waning demand, were up about 3 per cent in morning trade. Victoria's Secret requires a reconstituted board comprising directors with "proven experience in brand revitalisation, operational execution, international expansion, and shareholder value creation," James Mitarotonda, Barington's founder and CEO, said in the letter. The investment firm said the retailer should focus on core categories and initiatives, like bras and the Angels campaign, and accelerate growth in digital and international markets. Barington highlighted concerns about the company's leadership, and said Chief Executive Hillary Super, who took over in September 2024, has limited public company experience, and that the rest of the board lacks the necessary experience to revitalise the iconic brand. Victoria's Secret, with a market capitalisation of about $1.45 billion currently, adopted the poison pill plan to fend off Brett Blundy's investment firm, which increased its stake in the company to around 13 per cent. Barington's pressure puts Victoria's Secret in a "precarious position" as it tries to fend off other activist investors and restore confidence in CEO's turnaround plan, eMarketer analyst Rachel Wolff said, adding that investors' growing dissatisfaction with leadership could force a change at the company's management level. Barington previously pushed for changes at L Brands, which split into Victoria's Secret and Bath & Body Works. Earlier this year, Barington mounted its first full-blown boardroom challenge since 2015 when it tried to put three directors on the board of casket maker Matthews International but ended up losing the vote.
Forbes
17-06-2025
- Business
- Forbes
Victoria's Secret Faces Board Purge
Barington Capital CEO James Mitarotonda released his scathing letter to Donna James, Victoria's Secret board chair, calling for a leadership overhaul and foreshadowing an intense activist investor fight. The shareholder-meeting-timed missive details and derides the niche retailer's adrift strategy, stark underperformance and lax governance. Mitarotonda's correct and his letter provides a template on serious stewardship. And it's not the first time Victoria's Secret seized headlines in recent weeks. Last month, the company announced a cybersecurity incident which both shuttered ecommerce operations for two days and delayed its earnings call. That turmoil signals deeper lax governance concerns and danger for the new CFO. Not surprisingly, its 2025 proxy statement reveals the toxic governance triumvirate – incentives, incompetence and indifference – that lures troublesome attention from both hackers and activists. Quietly, that latent predicament is hardly isolated nor unique. The Barington Capital letter first lauds Victoria's Secret as 'one of the most recognized and iconic brands in the world, with tremendous visibility, consumer awareness and brand equity' but then warns has 'failed to live up to its potential since its separation from L Brands.' Since June 2021, the retailer's shares are down 57%, denting valuation by over $2.4 billion. Conversely, over the same time, a passive S&P 500 index investment returned over 42%. Such painful deficits secretly worry boards. Beyond offering strategic and operational prioritization advice, Mitarotonda's larger aims are to derail 'rubber-stamped' director re-appointments and chastise a recent 'poison pill' adoption. Both further entrench senior leadership. The combination is concerning, especially as the activist investor also points out, 'recent systems failures recent system failures raise fundamental questions regarding the Board's oversight of risk management and internal controls.' Little should be a surprise after a closer look at the proxy statement. Each director hauled in over $240,000 each last year in cash and stock compensation in 2024, with board chair James drawing over $430,000. James' re-appointment would bring her to over a quarter-century in the company's boardroom, including her time from 2003 through 2021 with Victoria's Secret's former parent company, L Brands. Her biography says she's 'not afraid to ask tough questions and challenge management's strategies and assumptions. She engages regularly with the investor community and is a valued sounding board for the CEO and other members of the executive leadership team.' Those core competencies and extensive insider knowledge will be tested with the looming activist investor row, cybersecurity investigation, resultant remediation plans and likely shareholder litigation. The proxy statement paints cybersecurity as a compliance exercise. The named executive officers do not include a senior technology executive and none is listed on the company website. It's quite likely that the CIO or CTO reports either to the chief operating or financial officer. Technology leaders who report to the CEO are more likely to have greater sway in vital digital era strategic and operational decisions. The board splits into three committees (audit, nominating and compensation), with no technology focus. Each director is categorized as 'expert, knowledgeable or familiar' across fifteen skill dimensions. None is characterized as expert in cybersecurity and six score only as familiar. Directors Sarah Davis, Irene Chang Britt, Lauren Peters and James form the audit committee, which oversees cybersecurity. Davis, former CEO of Canadian grocery and pharmacy giant Loblaw, also worked as the retailer's CFO, but lacks any formal IT experience. Chang Britt is a past Campbell Soup divisional president, heading Pepperidge Farm. Her biography indicates, "she has deep experience in business transformation and is an expert in human capital management, branding, and marketing' – but, no public accounting nor IT experience. Peters, Foot Locker's former CFO, also serves on the board of Allegion, a 'leading security products and solutions providers' which makes and services locks and biometric devices – not cybersecurity. Not surprisingly, the company reverts to boilerplate language in its perfunctory SEC filings. Tucked deep in its 2025 Q1 filing was this dismissal, "We continue to assess the full scope and impact of the incident. This incident has not caused a material disruption to our operations to date and we do not believe it will have a material impact to our fiscal year 2025. The investigation remains ongoing and we have incurred, and may continue to incur, expenses and other financial impacts related to this incident, which could negatively impact our future financial results.' Lax governance undermines readiness, responsiveness and resilience. When crises occur, poor stewardship only further distracts struggling and overwhelmed c-suites. Stock performance, regulatory reporting and fiscal management all converge at the CFO's desk. This month, Scott Sekella replaces retiring finance head Timothy Johnson. Sekella is no stranger to c-suite controversy, but even he must be puzzled by the future. He worked his way up the FP&A ranks at Under Armour and was deposed in the litigation that led to the apparel maker's notorious $434 million settlement related to aggressive revenue reporting. His most recent position as now-bankrupt Joann Fabrics' CFO ended abruptly last summer after less than two years, requiring forfeiture of a $400,000 retention bonus. Sekella now takes over an organization which missed its Q1 earnings date because financial records resided on the same compromised servers as retail sales. That necessary disentanglement is a goliath, nightmarish finance-IT-audit project which will require extensive cross-functional collaboration and hefty bills. Others openly question, despite the nature of its product line, why pictures of scantily-clad models oddly adorn the pages of regulatory filings. Will a new CFO have the courage to boldly curb incessant branding? All that adds to questions swirling about Victoria's Secret's CEO Hilary Super, who Mitarotonda criticized as someone with 'limited chief executive and public company experience, only a brief tenure in intimate apparel and does not appear to have gained the confidence of employees.' With an $8 million compensation package that incandescently towers at 880 times the median Victoria's Secret employee, Super is bound for scrutiny. Such spillover naturally spotlights all c-suite pay and performance. That's a tough spot for any new CFO -- let alone one ballyhooed in a hiring press release as 'transformational leader with extensive and diverse retail experience delivering results, driving operational efficiencies, and executing growth strategies. He has a strong retail background and record of identifying and accelerating strategies that strengthen performance and enhance profitability which I believe make him the right partner to help lead the next chapter of growth for the company.' Peers take note. Whatever the boardroom battle royale's outcome, insiders and outsiders should watch the drivers of digital era dominance, danger or discord closely. Who's poisonous?
Yahoo
17-06-2025
- Business
- Yahoo
Activist investor calls for Victoria's Secret board overhaul amid losses
Activist investor Barington Capital Group is calling for Victoria's Secret to restructure its board of directors and scrap its recently adopted shareholder rights plan. James Mitarotonda, the CEO of the New York-based hedge fund, which owns more than 1% of the company's outstanding common stock, told Victoria's Secret Chair Donna James in a letter Monday that it has failed to realize its potential since its separation from its parent company, L Brands, in 2021, with the current board overseeing the "destruction of $2.4 billion in shareholder value." Mitarotonda argued that the company's current leadership, including CEO Hillary Super, lacks the experience and strategic clarity necessary to lead a successful turnaround. Barington noted that Super has limited chief executive and public company experience with only a brief tenure in intimate apparel. Macy's Wants Bloomingdale's, Bluemercury To Stay Put Mitarotonda also stressed concerns that Super has not gained the confidence of employees, and criticized her focus on relaunching secondary brands such as Pink and expanding into athleticwear, "while failing to prioritize the company's core business and international growth," saying it is a sign of a "lack of strategic focus." Shares of Victoria's Secret rose Monday morning after the letter was published on the investor's website. Read On The Fox Business App Victoria's Secret Shuts Down Website, Some In-store Services After 'Security Incident' Six of the nine current board of directors sat on the board during the company's decline, and the remaining two independent directors "have limited experience successfully scaling global consumer businesses, according to Barington. "We believe that Victoria's Secret requires a reconstituted Board comprised of directors with proven experience in brand revitalization, operational execution, international expansion, and shareholder value creation," Mitarotonda wrote, adding that the retailer "should consider replacing a majority – if not all – of the Board with independent directors who bring relevant backgrounds, fresh perspectives, and a strong track record of value creation." Meanwhile, the activist investor, which also has a stake in Macy's, said it is also disappointed by the company's recently adopted "poison pill" plan, calling it counterproductive. "Equally troubling, it risks entrenching management and the Board at a time when meaningful change is warranted," the letter continued. "Academic research and realworld experience demonstrate that companies with weak governance structures and strong anti-takeover provisions tend to trade at lower valuations." To help the brand "regain its footing and succeed," the investor said the company needs to focus on core product categories, including bras, reinvest in digital and international markets and streamline its operating model. Barington said it had previously worked with L Brands to help implement key initiatives. During its tenure as an adviser to its board of directors, the share price of the company increased by 221.5%.Original article source: Activist investor calls for Victoria's Secret board overhaul amid losses
Fashion Network
17-06-2025
- Business
- Fashion Network
Victoria's Secret faces fresh activist fight from Barington Capital
Activist investor Barington Capital Group is pushing Victoria's Secret to alter its board and end a recently adopted "poison pill" plan, according to a letter to the lingerie maker's shareholders on Monday. See catwalk The New York-based hedge fund, which owns more than 1% of the company, said Victoria's Secret has underperformed its competitors and lost over $2.4 billion in shareholder value since its spin-off in 2021 from former parent company L Brands. On Sunday, Reuters reported, citing sources, that Barington wants the company to replace most or all of its board and end the "poison pill" plan that it adopted in May to protect the company from hostile takeovers. "Barington has not sought to engage with us, but we look forward to discussing their views with them," a Victoria's Secret spokesperson said. "We are confident that executing our strategy under the new and experienced leadership team will continue to unlock value for our shareholders," the spokesperson added. Its shares, which have lost more than half of their value so far this year amid waning demand, were up about 3% in morning trade. Victoria's Secret requires a reconstituted board comprising directors with "proven experience in brand revitalization, operational execution, international expansion, and shareholder value creation," James Mitarotonda, Barington's founder and CEO, said in the letter. The investment firm said the retailer should focus on core categories and initiatives, like bras and the Angels campaign, and accelerate growth in digital and international markets. Barington highlighted concerns about the company's leadership, and said Chief Executive Hillary Super, who took over in September 2024, has limited public company experience, and that the rest of the board lacks the necessary experience to revitalize the iconic brand. Victoria's Secret, with a market capitalization of about $1.45 billion currently, adopted the poison pill plan to fend off Brett Blundy's investment firm, which increased its stake in the company to around 13%. Barington's pressure puts Victoria's Secret in a "precarious position" as it tries to fend off other activist investors and restore confidence in CEO's turnaround plan, eMarketer analyst Rachel Wolff said, adding that investors' growing dissatisfaction with leadership could force a change at the company's management level. Barington previously pushed for changes at L Brands, which split into Victoria's Secret and Bath & Body Works. Earlier this year, Barington mounted its first full-blown board room challenge since 2015 when it tried to put three directors on the board of casket maker Matthews International but ended up losing the vote.
