MDC Partners (MDCA) Announces Stagwell Media’s Intended Designees to Board of Directors Including Two New Independent Directors

MDC Partners (MDCA) Announces Stagwell Media's Intended Designees to Board of Directors Including Two New Independent Directors

MDC Partners Inc. (“MDC Partners” or the “Company”) announced today that it has received notice from Stagwell Media LP (“Stagwell”) providing its intended designees to the Board of Directors upon the closing of the combination transaction between MDC and Stagwell (the “Transaction”).

It also announced that it has entered into an amendment to its transaction agreement (the “Transaction Agreement”) with Stagwell which provides increased protection to MDC minority shareholders, including a requirement that the Board of Directors of the combined company be majority independent.

Stagwell has designated Paul Richardson, former CFO and Member of the Board of Directors of WPP, and Rodney Slater, former U.S. Secretary of Transportation, to serve as independent directors of MDC upon the consummation of the Transaction. In addition, Brandt Vaughan, Chief Operating Officer and Chief Investment Officer of the Ballmer Group will be designated to serve on the Board.

Ambassador Charlene Barshefsky, who was initially nominated by Stagwell in April 2019 and already serves on the Board as an independent director, will continue to serve on the Board.

Irwin Simon, Presiding Director of MDC Partners and Chair of the Special Committee of MDC Partners’ Board of Directors commented, “Both Paul and Rodney are proven, high-caliber leaders with deep experience and extremely relevant, but diverse, perspectives that will serve us well as we accelerate our global growth strategy.

The addition of Brandt along with Charlene’s continued participation on the Board further demonstrate the important role this Board will play guiding strategy, ensuring accountability and focusing management on delivering strong financial and operating results.”

As previously announced, pursuant to the Transaction Agreement, the Board of Directors of the combined company will consist of nine members, including Mark Penn and Bradley Gross. Three independent directors on the Board, to be announced by MDC in the coming weeks, will continue as directors of the combined company, and the combined company will cause those continuing directors to be nominated  for election at the company’s next two annual meetings.

In addition to Mr. Penn continuing as a director, Stagwell will be entitled to designate four directors to serve on the Board (two of which are required to be independent) as described above.  Goldman Sachs will also continue to be entitled to designate one director to serve on the Board, and has currently designated Mr. Gross.

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About Stagwell’s new Board of Directors designees:

  • Paul Richardson brings 27 years of exceptional experience in advertising and marketing having served as a Board Member, CFO and Director of Treasury for WPP Group.  In his role, he was responsible for the Group’s worldwide functions in finance, information technology, procurement, property, treasury, taxation, internal audit and corporate responsibility. He is a chartered accountant and fellow of the Association of Corporate Treasurers. He has significant Board experience having served a non-executive director of CEVA Group plc, Chime Communications PLC and STW Communications Group Limited in Australia, the last two being companies associated with WPP Group.

  • Secretary Rodney Slater is currently a Partner with Squire Patton Boggs, one of the nation’s leading law firms. As U.S. Secretary of Transportation under President Bill Clinton, Secretary Slater passed several historic legislative initiatives over his tenure. Under his leadership, the federal transportation budget doubled and in the department’s “best in government” strategic and performance plans, the scope and definition of transportation was expanded to include a focus on safety, mobility and access, economic development and trade, the environment and national security. Secretary Slater is one of the leaders of Squire Patton Boggs practice in Corporate Compliance Advice, ensuring best-business practices for various companies. He is chairman of the Board of Directors of the Squire Patton Boggs Foundation, which promotes the role of public service and pro bono work in the practice of law and the development of public policy. Additionally, Secretary Slater is a founding partner of the Washington DC Nationals Baseball team and Chair Emeritus of the Washington DC Nationals Youth Baseball Academy. He is also an NCAA Silver Anniversary Recipient (2002) for football.

  • Brandt Ashley Vaughan is Chief Operating Officer and Chief Investment Officer of Ballmer Group, where he manages its operating, public and private equity investing and philanthropic activities across a range of assets including the Los Angeles Clippers and LA Forum. Prior to joining Ballmer Group in 2014, he led enterprise-wide  strategic planning and analysis for Microsoft. In addition, he served as Chief Financial Officer for Microsoft’s centralized marketing and business development functions and had a range of financial management roles over a more than decade-long career at Microsoft. He is on the Board of Directors for One Community, Second Spectrum and the L.A. Clippers Foundation.

MDC Partners also announced that, based on input from shareholders and in anticipation of becoming a controlled company following the completion of the Transaction, the Company and Stagwell have agreed to amend certain governance provisions of the Transaction Agreement.

These amendments further ensure that the combined company’s minority shareholders will have meaningful representation, and that independent directors will have a significant voice, on the Board of Directors.:

  1. The Board of Directors will have a majority of independent directors (as defined under applicable NASDAQ and SEC rules);
  2. The membership of the Audit Committee, Compensation Committee and Nominating & Governance Committee will be comprised entirely of independent directors; and
  3. Any director who receives more “withhold” votes than “for” votes from the minority shareholders (i.e. shareholders other than Stagwell and its affiliates) must tender his or her resignation to the Board of Directors.

Mr. Simon added, “These governance-related amendments are another important step as we work to complete this transaction that has and, we believe, will continue to create value for all MDC shareholders. We’ve listened to our shareholders and made changes that reflect our commitment to strong governance, respect for minority shareholders and director independence.”

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