I feel it imperative that shareholders are informed of certain activities regarding the seating of a new Board of Directors.
I cannot disclose everything, due to certain legalities, but I do believe that there is much I can present.
After the disclosure of the Investor Group side letter, as conditional to financing of May 2012, I undertook to find the best Board possible.
Over the course of many months, and working with the NACD, the CDG and the Boston Club, I accumulated a large number of resumes of prospective candidates.
I evaluated those resumes to find those who most closely aligned to the Qualifications dictated by the Investor Group side letter. The bar was set so high that I was unable to find 5 such qualified candidates, but most met at least two of three qualifications, and two met all three of the qualifications.
It had been suggested that having all candidates meet all qualifications was not necessarily expected, and that the Investor Group could give waivers for candidates.
Of those possibilities, I narrowed the field to 9 prospective candidates, 2 of whom met all qualifications. I then interviewed the candidates, and put them in contact with each other to form a prospective slate of candidates that could work well together.
This slate was constructed through interview of candidates, construction of a skill matrix to align key skills with the needs of JBI, Inc., and through interaction of all involved.
This slate was comprised of highly regarded candidates sitting on public, non-profit and for-profit companies. Most were Master Professional Director qualified. Many had been CEO’s in their own right and/or CFO’s. Some had recognition of Director Organizations and outside agencies. The candidates themselves were impressed by the prospective slate.
These candidates were not seated primarily due to the influence of those same investors, or, more precisely, due to the influence of one in particular.
Immediately following the financing and the side letter, several of those investors, with signed NDA’s, acted as advisory counsel to management. They have had direct influence on management activity, with weekly and often daily conference calls to discuss issues.
By late November I felt I was in a position to present the slate of candidates to the Board of Directors for consideration, and was prepared to reject any or all, to retailor the slate as needed, but hoped for the acceptance of the slate.
Kevin Rauber and Matt Ingham expressed to me how impressed they were with those candidates.
The last part of the Due Diligence process was for those candidates to meet with management and key investors at the Niagara Falls facility. That meeting was tentatively set for the first week of January.
On December 26th, however, Kevin Rauber indicated that the meeting time was not good, and suggested the end of January. The meeting was thus rescheduled to that time.
In the first week of January, Kevin Rauber indicated that he did not like some of the candidates, and wanted to seat others suggested by the Investors acting as council to him. We held long conference calls with that one key Investor who held majority control, by his own admission, due to influence with other signatories. That individual indicated he would give no waiver for any candidate other than those he wanted. He said that no waiver would be given to any of the candidates on my slate.
I did not give up, and continued the argument to seat the best Board possible, as none of his candidates met the criteria, with one notable exception, nor had the experience of those of my slate. I suggested the compromise of a board consisting of three of my candidates and two of his.
After another lengthy conference call, involving another influential Investor, as well as the one previously noted, I conceded to them under the understanding that they intended to seat the Board in timely fashion, and would continue to seek qualified candidates to fill out the Board.
That it has not happened is due directly to that one key investor. I shall also note, that it is my firm opinion that it is due to his direct influence on management that Tony Bogolin was named as CEO despite a qualified CEO having been willing to accept the position.
It is my understanding that shareholders can call a special proxy to seat a Board, so long as the individual or group has at least 10% ownership, and consideration of candidates is being done by some shareholders at this time.
