OAK BROOK, ILL. — TreeHouse Foods, Inc. on March 2 named John P. Gainor Jr. and Kenneth I. Tuchman as independent directors on its board of directors. Additionally, TreeHouse said it has entered a “cooperation agreement” with Jana Partners that essentially calls for the companies to not speak out against one another.
The agreement with Jana Partners, which owns approximately 7.4% of the outstanding shares of TreeHouse's common stock, comes a little less than a month after Jana urged TreeHouse to explore a strategic review, including a potential sale.
“We are pleased that our productive engagement with Jana Partners has resulted in the appointment of John and Ken to the TreeHouse board,” said Gary D. Smith, chairman of the board. “Both have a broad range of expertise. We look forward to benefiting from their valuable perspectives as we continue to focus on executing our strategy and on creating long-term value for our stockholders.”
Mr. Gainor will join the director class that will stand for election in 2022. He is an experienced executive and director, most recently as president and chief executive officer of International Dairy Queen from 2008 until 2017 after earlier serving as its chief supply chain officer.
Mr. Tuchman will join the director class that will stand for election in 2023. He has more than 35 years of experience as an investment banker and director who has worked with public and private, large and mid-cap company management teams to facilitate growth, funding and competitive positioning. Most recently, he was the vice chairman of the investment and corporate banking groups of Bank of Montreal Capital Markets until 2016.
“This is an important moment in our growth trajectory; we have made significant progress transforming the company, which is reflected in the strength of our 2020 performance, and we are well-positioned to drive growth and value over the long term,” said Steven T. Oakland, president and CEO of TreeHouse. “We share a common perspective with Jana that our current share price does not reflect the progress we have made and the value of our opportunities, business and outlook. I look forward to working with John, Ken and the rest of the board to focus on accelerating our momentum and achieving a stock price that reflects the true value of our business.”
Barry Rosenstein, managing partner of Jana Partners, added, “We are encouraged by the steps the company has been taking, including these director additions, and by the ongoing commitment to unlocking stockholder value.”