Bath & Body Works and Third Point have reached an agreement.
Just over a week after the billionaire activist investor launched a proxy challenge, Bath & Body Works said that Thomas J. Kuhn, a lawyer, finance executive and board member, has been appointed as a new independent member of its board of directors. Kuhn is currently managing member of Doorbrook and formerly held senior roles at investment banking firm Allen & Company and the law firm of Covington & Burling.
In a statement Monday, Bath & Body Works’ board outlined that his appointment was the “product” of its continued engagement with Third Point, which recommended Kuhn as an additional candidate for the board.
Sarah Nash, board chair, said, “We are confident that Tom’s 35-year history as a respected financial and legal adviser, including working with consumer companies, will bring an important perspective to Bath & Body Works as it focuses on its key strategic initiatives to maximize shareholder value. The board values the feedback of its shareholders and appreciates Third Point’s thoughtful recommendations of both Tom and Lucy.”
She was referring to the previous appointment of independent director Lucy Brady, president of grocery and snacks at Conagra Brands, who was also recommended by Third Point, in addition to another recent appointment: Steve Voskuil, senior vice president and chief financial officer at The Hershey Company.
Third Point chief executive officer Daniel Loeb added, “Tom is a trusted strategic adviser whose practical financial and governance insights will be highly additive to the board. I commend the Bath & Body Works board for their commitment to bringing on fresh voices and believe that with the recent additions of Tom, Lucy and Steve, the board is well-positioned to drive long-term shareholder value.”
As a result of the appointment, Third Point has informed the company that it no longer intends to nominate candidates to stand for election to the Bath & Body Works board at the company’s 2023 annual meeting of stockholders.
Previously, Third Point, which owns a 6 percent stake in Bath & Body Works, called for shareholder representation on the board to ease concerns about the company’s corporate governance and decision-making processes. In particular, the fund took issue with the compensation of board chair Nash, who recently moonlighted as CEO in between permanent hires. (The new CEO is former Unilever executive Gina Boswell.) It also raised concerns over succession planning, capital allocation, investor communication and strategy for enduring value creation, stressing that the board’s recent director appointments hadn’t helped ease these worries.