Charter announces 13 nominees to Time Warner Cable’s board
As expected, Charter Communications fired off another salvo this morning as it prepares for its proxy fight for Time Warner Cable by announcing a full slate of 13 nominees to Time Warner Cable’s board of directors.
Included on the list of nominees were former Adelphia and Charter CTO Marwan Fawaz, and former Time Warner Cable engineering whiz Jim Chiddix.
Fawaz resigned abruptly from Charter three years ago under former CEO and president Mike Lovett’s tenure. Chiddix was formerly CTO of Time Warner Cable, and is perhaps best known for his work in the cable operator’s MystroTV division.
Other nominees included Bruno Claude, a former president and CEO of Cablecom, Lisa Gersh, former president and CEO of Martha Stewart Living Omnimedia Inc and Eamonn O'Hare, a former chief financial officer at Virgin Media.
In today’s announcement, Charter also said it wanted Time Warner Cable’s shareholders to amend the company’s bylaws to keep the board at 13 members, and to repeal any bylaw changes that were adopted by the board without shareholder approval after July 26, 2012.
Last month, Time Warner Cable rejected Charter’s offer of about $38 billion, or $132.50 per share. Charter vowed to take its offer directly to Time Warner Cable’s shareholders.
"It is clear from our meetings with Time Warner Cable shareholders that there is an overwhelming desire to combine these two companies to increase Time Warner Cable's competitiveness, grow market share and create shareholder value. Now is the time for the current Board and management of Time Warner Cable to respond to their shareholders and work with us to complete a merger to the benefit of shareholders while minimizing their execution and market risks," said Charter President and CEO Tom Rutledge. "We are nominating a full slate of highly qualified, independent directors to elect to the Time Warner Cable Board and believe that stockholders will use this opportunity to express their views. Our purpose in this proxy contest is to enable shareholders of TWC to raise their voice, and to provide a very capable board who will hear them."
In its fourth quarter and year-end earnings call last month, Time Warner Cable Chairman and CEO Rob Marcus outlined his company’s operating plan going forward, while also further rebutting Charter’s offer. Today Marcus took issue with Charter’s board nominations.
“It is clear that Charter is nominating a slate of directors for the sole purpose of pressuring our Board into accepting the same lowball offer that it previously considered and unanimously rejected,” Marcus said his statement. “Our Board remains focused on maximizing shareholder value. We are confident in our strategic plan, which was detailed publicly on January 30, and we are not going to let Charter steal the company.”
Saturday is the deadline for Time Warner Cable’s board nominations. Board directors will need to be voted in by Time Warner Cable shareholders before forming a new board that could then consider Charter’s offer to buy the company.
Charter provided the following biographies for the 13 prospective board members:
James A. (Jim) Chiddix
Chiddix was the Chairman and Chief Executive Officer of OpenTV Corporation prior to his retirement in 2007, having served in this position from March 2004 until April 2007. From 2007 to 2009, he served as the Vice-Chairman of the Board of OpenTV. Prior to 2004, his previous roles included President at MystroTV (a division of Time Warner), Chief Technology Officer (from June 1998 until July 2001) and Senior Vice President, Engineering and Technology (from October 1986 until June 1998) at Time Warner Cable. Chiddix currently serves as a director of Arris Group, Inc. (since July 2009) and Magnum Semiconductor Inc. (since October 2010). He has also served on the boards of Virgin Media Inc. (from July 2008 to May 2013), Symmetricom Inc. (from July 2007 to December 2013), Dycom Industries Inc. (from August 2008 to November 2012) and Vyyo Inc. (April 2007 to December 2008). Chiddix has spent a career of 35 years in the cable industry, including senior roles at both major service providers and equipment suppliers. He would bring rich industry specific technology and product experience, including video experience, to the Board from both an operator and supplier point of view derived from having previously served as Chief Technology Officer of Time Warner Cable and as Chief Executive Officer of Open TV, a middleware supplier to the cable industry. Chiddix attended the School of Electrical Engineering at Cornell University.
Bruno J. Claude
Claude is a Non-Executive Director of Eircom Limited, the largest telecommunications operator in Ireland. He was appointed to the Board by the new shareholders as the company came out of receivership in 2012. He played a lead role in the reshuffling of the senior management in the business and participated in the major strategic decisions which led to a dramatic turn around and the company being able, after six years of absence, to access the capital markets in 2013. He has served as a Non-Executive Director on the board of a number of other cable television and telecommunications operators. Claude also served as President and Chief Executive Officer of Cablecom, the largest cable television provider in Switzerland, from 2001 to 2005. During his tenure, he was responsible for the financial and operational restructuring of the business, building a dynamic and successful “triple play” provider out of a candidate for bankruptcy. From October 2000 to July 2003 he was Senior Vice President and Chief Operating Officer of NTL’s continental European operations. While with NTL, Claude was also appointed Chief Executive Officer of Iesy, a large German cable television operator which he led through a successful financial restructuring. From 1996 to 2000, he was managing director of CEA Capital Advisor, a U.S. based merchant banking firm, where he was responsible for the turn around and successful exit of a number of businesses in the media and communications industries. From 1986 to 1996, he held various positions with Prime Cable, most recently as deputy to the President. Prime Cable was a highly successful private equity backed U.S. cable television operator focusing on the turnaround of underperforming cable television systems across the United States. Claude has broad experience ranging from non-executive directorships to senior executive positions within large cable television and communications providers. He has been active in cable television in the United States and Europe since 1985. His extensive experience in the industry provides him with a strong understanding of the Company’s business and its competitive environment. Claude received a master degree in engineering from the University of Louvain in Belgium in 1983 and an M.B.A. Degree from Cornell University in 1985.
Name: Isaac Corré
Corré is currently a visiting scholar and Lecturer at Harvard Law School, where he teaches a seminar on contemporary issues in executive compensation and corporate governance. Mr. Corré served as Senior Managing Director at Eton Park Capital Management, L.P., a global multi-strategy hedge fund, from June 2004 until January 2014. He was one of the founding partners of Eton Park, where he was responsible for event-oriented investments and distressed corporate debt and served on the firm’s Operating Committee. Prior to joining Eton Park, Corré was a partner at Scoggin Capital Management, a New York-based event-driven hedge fund. Corré’s extensive business and investment experience would be a valuable asset to the Company’s Board. Corré received a B.A. from Yeshiva University and a J.D. from Harvard Law School.
Fawaz served as Executive Vice President at Motorola Mobility, Inc. from May 2012 until May 2013, where he was Chief Executive Officer of the Motorola Home Division. In this position, he had overall responsibility for the Motorola Home business (a division of Google Inc.), including strategy and business operations. From July 2006 through March 2011, He was an Executive Vice President and Chief Technology Officer at Charter Communications, Inc. From March 2003 until June 2006, Fawaz served as Senior Vice President and Chief Technical Officer for Adelphia Communications Corporation. Fawaz began his cable career at Times Mirror Cable and held engineering and operations leadership roles at Continental Cablevision and MediaOne. He also served as an Executive-In-Residence at Pilot House Ventures and worked for Vulcan Inc. as Technology Investment Analyst. Fawaz has served as a director of Synacor, Inc. since January, 2012. Fawaz’s 27 years of experience in the cable and telecom industry as well as his positions as an executive at Motorola, Charter Communications and Adelphia Communications provide him with a deep understanding of the cable television industry and would be a valuable asset to the Company’s Board. He received a B.S. degree in electrical engineering and a M.S. in electrical/communication engineering from California State University – Long Beach.
Gersh was the President of Martha Stewart Living Omnimedia, Inc. (“MSLO”) from June 2011 until February 2013 and also served as Chief Executive Officer from June 2012 until February 2013. She also served on the board of directors of MSLO from July 2011 until February 2013. Prior to that, she was President, Strategic Initiatives, of NBC Universal, Inc. from November 2007 until January 2011, where she was also Managing Director of The Weather Channel Companies. Gersh was a co-founder of Oxygen Media, LLC and served as its President and Chief Operating Officer from 1998 until 2007 when it was acquired by NBC Universal. Gersh has been a director of Hasbro, Inc. since June 2010 and served on the board of directors of The Knot, Inc. (now XO Group Inc.) from 2005 until 2010. Gersh has extensive experience in the media and entertainment industries, including television, digital entertainment and publishing. These roles involved operating and executive positions with multiple leading media companies, including her most recent role as President and Chief Executive Officer of MSLO and her role in leading NBC Universal’s acquisition of the Weather Channel companies as the executive in charge of the investment. As a result, she possesses particular knowledge, expertise and perspectives regarding the media and entertainment industries, including the cable television and digital industries; marketing and branding expertise; and expertise in media trends and strategic planning. These attributes would be valuable assets to the Company’s Board. Gersh received a B.A. degree in political science from SUNY Binghamton and a J.D. degree from Rutgers School of Law.
Dexter G. Goei
Goei has served as the Chief Executive Officer of Altice S.A (“Altice”) since 2009. The Altice Group is a multinational cable and telecommunications company with a presence in France, Israel, Belgium, Luxembourg, Portugal, French Caribbean, French Indian Ocean, Dominican Republic and Switzerland. Prior to joining Altice, Goei was an investment banker for 16 years culminating as the Co-Head of Media & Communications Group for Europe, Middle East and Africa (“EMEA”) at Morgan Stanley. Prior to joining Morgan Stanley in 1999, Goei worked at JP Morgan since 1993. Over the years, Goei has worked across all segments of the media and communications industry in the U.S. and EMEA regions covering primarily cable, pay TV, broadcasting, internet, content and gaming companies. Goei also serves as the Vice Chairman of HOT Telecommunications Ltd., director of Numericable Group SA, and director of other affiliates of Altice. Goei’s experience as the Chief Executive Officer of Altice has provided him with a deep understanding of the cable and telecommunications industry, and his prior background as an investment banker has provided him with a high degree of financial expertise. These attributes would be valuable assets to the Company’s Board. He is an economics graduate from Georgetown University’s School of Foreign Service.
Franklin (Fritz) W. Hobbs
Hobbs has served as an advisor to One Equity Partners LLC, a private equity firm, since 2004. Prior to that, Mr. Hobbs was the Chief Executive Officer of Houlihan Lokey, Inc. He has also served as Chairman at UBS AG’s Warburg Dillon, Read & Co. Inc. unit. Prior to that, he was President and Chief Executive Officer of Dillon, Read & Co. Inc. Hobbs has served as Chairman of the board of directors of Ally Financial Inc. since May 2009. Hobbs has been serving as a director of Molson Coors Brewing Company since 2005 and he also serves on the board of Lord, Abbett & Co. LLC. Hobbs would provide the company’s board with a high level of financial literacy and expertise due to his background as an investment banker and his experience as a chief executive officer. Hobbs received an A.B. in American history from Harvard College and an M.B.A. from Harvard Business School.
Neil B. Morganbesser
Morganbesser is co-Founder and President and Chief Executive Officer of DelMorgan & Co. where he provides senior leadership within the firm and helps oversee all client engagements. DelMorgan & Co. provides financial advice and assistance to companies, institutions, governments and individuals around the world. Morganbesser is also CEO of Globalist Capital LLC, DelMorgan’s broker-dealer affiliate. Until May 2008, Morganbesser was the head of West Coast and Asian Mergers & Acquisitions at Bear Stearns & Co., as a Senior Managing Director based in Los Angeles. Prior to joining Bear Stearns in May 2001, he was an investment banker in the Mergers, Acquisitions and Restructuring Department at Morgan Stanley (in New York from 1993-1998 and in Los Angeles from 1998-2001). From 1990-1993, Morganbesser was a corporate and M&A attorney at Wachtell, Lipton, Rosen & Katz. He has over 20 years of experience providing financial and strategic advice to a full range of clients, including entrepreneurs, large corporations, governments, family businesses, private equity funds, and special committees of public companies. This experience would be a valuable asset to the Company’s Board. Morganbesser graduated with an A.B. in applied mathematics/economics from Harvard University and received his J.D. and M.B.A. degrees from Stanford University.
O’Hare served as the Chief Financial Officer of Virgin Media Inc., the UK’s leading cable television business, from 2009 until 2013. He was appointed to the company’s Board of Directors in 2010. From 2005 to 2009, he served as the UK Chief Financial Officer of Tesco Plc., one of the world’s largest retailers. Before joining Tesco, O'Hare was the Chief Financial Officer and a Board Director of Energis Communications from 2002 to 2005. Prior to this, he spent 10 years with PepsiCo Inc, in a series of senior international finance and general management positions. O’Hare’s significant experience as Chief Financial Officer and Board Director of Virgin Media provides him with a deep understanding of the cable television industry and with over 20 years of experience as a Chief Financial Officer in many leading consumer facing and technology orientated businesses, he brings a wealth of relevant business and financial expertise as well as extensive knowledge of financial management and accounting principles. These attributes would be valuable assets to the Company’s Board. O’Hare received a B.Sc. in Aeronautical Engineering from The Queen’s University Belfast in 1985 and an M.B.A. from London Business School in 1990.
David A. Peacock
Peacock served as the President of Anheuser-Busch, a wholly owned subsidiary of Anheuser-Busch InBev S.A., from October 2008 to February 2012, where he was responsible for the U.S. operations of the company. He joined Anheuser-Busch in 1992 and served many roles in management, financial planning and marketing. Prior to becoming President, Peacock was Chief Marketing Officer from October 2007 to October 2008, and Vice President of Business Operations from June 2004 to October 2007. Peacock’s experience as head of the U.S. business unit of Anheuser-Busch has provided him with extensive knowledge of marketing, sales and operations, which would provide valuable expertise to the Company’s Board. Peacock received a bachelor’s degree in journalism from the University of Kansas and an M.B.A. from Washington University of St. Louis.
Michael E. Salvati
Salvati has been President at Oakridge Consulting, Inc., which provides interim management, management consulting and corporate advisory services to companies ranging in size from start-ups to multinational corporations, since February 2000. From September 1998 to February 2000, he was Executive Vice President – Chief Operating Officer of National Financial Partners Corp., a venture focusing on the consolidation of small financial services firms that service high net worth individuals. From June 1996 to June 1998, he was Chief Financial Officer of Culligan Water Technologies, Inc., where he oversaw the completion of nearly 50 acquisitions over a period of 18 months. Salvati was a partner at KPMG LLP from 1990 to 1996. Salvati is a Certified Public Accountant and member of the American Institute of Certified Public Accountants, Illinois CPA Society. He has served as a director of Global Power Equipment Group, Inc. since August, 2011 and as a director of Apollo Commercial Real Estate Finance, Inc. since September 2009. He is also the chairman of the audit committees of the above two boards he serves on. Salvati’s previous board memberships include Things Remembered, Inc., Lazydays, Inc., NCH Nu World Marketing, Ltd., Coho Energy, Inc., Prime Succession, Inc. and Castle Holdco 4, Ltd.Salvati has significant experience in the area of corporate advisory services, with an emphasis on strategic planning, capital structure and mergers and acquisitions. In his prior executive positions he was directly responsible for managing acquisition-led growth within the relevant companies, which are skills that would bring value to the Company. Salvati’s service on multiple public and private company boards over the last twelve years would provide valuable insights into many of the issues that the Company faces, and useful perspectives in relation to compensation and corporate governance matters. Salvati, as a former auditor, has significant experience and expertise in finance, controls, accounting and audit matters. He received a B.S. in microbiology and an M.S. in accounting from the University of Illinois at Champaign-Urbana.
Irwin D. Simon
Simon founded The Hain Celestial Group, Inc. in 1993 and has been its President and Chief Executive Officer since May 1993. The Hain Celestial Group is a leading natural and organic products company. From December 1990 to December 1992, Simon was employed in various marketing capacities with Slim-Fast Foods Company, a national marketer of meal replacement and weight loss food supplements. Simon has been Chairman of the Board of The Hain Celestial Group since April 2000 and has been a director since 1993. He has served as a director of Jarden Corporation since 2002 and a director of MDC Partners Inc. since April 2013. Simon’s extensive operational and entrepreneurial experience as the founder, President and Chief Executive Officer of The Hain Celestial Group, and his unique perspective on all aspects of advertising and marketing services, would be valuable assets to the Company’s Board. He holds a B.A. degree in Commerce from Saint Mary’s University.
John E. (Jack) Welsh III
Welsh has served as the President of Avalon Capital Partners LLC, an investment firm focused on private equity and public securities investments, since 2005. Prior to Avalon, from 2000 to 2004, he was a Managing Director of CIP Management LLC. From 1993 to 1999, Mr. Welsh served as Vice Chairman of SkyTel Communications, Inc. Welsh has served as non-executive Chairman and a Director of General Cable Corporation, a developer, designer, manufacturer, marketer and distributor of copper, aluminum and fiber optic wire and cable products, since 1997. He has served on the board of Integrated Electrical Services, Inc. from 2006 until 2013. Welsh’s strong financial background in investment banking and investment management, his leadership and collaboration skills, his substantial experience involving acquisitions and strategic alliances and his background in telecommunications products and services, cable programming, and corporate governance would be valuable assets to the Company’s Board. Welsh received a B.S. in economics and finance from Lehigh University and an M.B.A. in finance from the Wharton School of Business, University of Pennsylvania.