FT. WORTH, Texas, Nov. 10, 2016 /PRNewswire/ -- Farmer Bros. Co. issued the following statement in response to a letter published by the Carol Farmer Waite Stockholder Group (the "Waite Group"):
Farmer Bros. is led by an independent and highly qualified Board of Directors, with superior industry and operational expertise that is driving the Company's successful turnaround plan, and delivering superior value to all Farmer Bros. stockholders. Contrary to the Waite Group's false assertions, Randy E. Clark and Christopher P. Mottern are trained accountants, with each having been certified as a CPA, in addition to their many years serving as CEOs and in other senior executive roles in the food industry.
Mr. Clark was appointed and elected to the Board due to his leadership as a former CEO, extensive background and experience in the foodservice business, and his accounting and financial expertise, among other skills and qualifications. In 2012, Jeanne Farmer Grossman, current director and sister of Carol Farmer Waite, recommended Mr. Clark to the then-Chairman of the Board, Guenter W. Berger, who subsequently brought Mr. Clark to the attention of the Nominating Committee. Mr. Clark's qualifications include:
- Receiving a CPA certification in 1978 and receiving a Masters in Science of Accounting from Kent State
- Earning a Doctorate in Organizational Leadership from Pepperdine University
- Teaching Accounting and Marketing at the Master's College in Santa Clarita, California and Accounting at Pepperdine
- Consulting for multiple private equity groups in the food industry since 2009
- Serving in Chief Executive and other leadership roles at a number of companies in the food industry such as President and Chief Executive Officer of Border Foods, Inc., as Chief Executive Officer of Fruit Patch, Inc., as President and Chief Executive Officer of Mike Yurosek & Son, LLC, and as Vice President, Sales, Marketing and Production with William Bolthouse Farms
Mr. Mottern was appointed and elected to the Board due to his leadership as a former CEO, experience in the foodservice business, including directly relevant expertise in the coffee industry, and his financial and accounting experience which allowed him to serve on the Audit Committee. He qualifies as an audit committee financial expert under applicable SEC rules due to his many years of experience as a Chief Executive Officer, controller and finance executive. In these roles, Mr. Mottern has been responsible for or overseen the preparation and reporting of financial statements for decades. Mr. Mottern was brought to the attention of the Nominating Committee and the Board by leading independent search consultant Leadership Capital Partners, LLC in 2013. The Board conducted a lengthy interview process in which eight candidates were considered and vetted by the full Board, which included directors who were appointed by the previous Farmer family regime or were long-term employees of Farmer Bros. as well as Jeanne Farmer Grossman, sister of Carol Farmer Waite. Mr. Mottern's qualifications include:
- Receiving a CPA certification from the State of Connecticut in 1971 after receiving an undergraduate degree in Accounting from the University of Connecticut
- Working at Peat, Marwick & Mitchell Public Accountants, a predecessor to KPMG
- Serving in Controller or Vice President Finance roles at a number of companies in the food and beverage industry such as Heublein Wines and E&J Gallo
- Serving as President and Chief Executive officer for five years and a board member for seven year for Peet's Coffee & Tea, Inc., along with holding Chief Executive and other leadership roles at food and beverage industry companies such as Heublein Wines and Capri Sun, Inc.
- Serving as a board member for companies including Bell Carter Foods, Flexible Packaging International and Coen, Inc., where he was also Finance Committee Chairman
The Waite Group ignores the decades of directly relevant finance and accounting expertise brought to the Board by Messrs. Clark and Mottern. Instead, the Waite Group bases its letter on the Company's use of "is" versus "was" when referring to Messrs. Clark's and Mottern's CPA status in their biographies.
In stark contrast, the Waite Group's nominees lack the qualifications or experience necessary to protect the interests of all stockholders and have deep personal ties to the Farmer family that would undermine the independence of the Board. Jennifer Gonzalez-Yousef is a personal friend of Suzanna Waite, wife of Jonathan Waite and the daughter-in-law of Carol Farmer Waite, and would bring no skills or expertise to the Board that are not already better represented by its current directors. Tom Mortensen is a former Farmer Bros. employee, having joined when Roy E. Farmer led the Company, has no C-level experience and would be unable to serve on any of the Board's standing committees as he would not be considered "independent" under NASDAQ standards. John Samore, Jr. served on the Board from 2003 to 2007, overlapping with Carol Farmer Waite's tenure on the Board for two years, and during his tenure, Farmer Bros. experienced declines in both revenue and profitability as well as a 28% decline in stock price.[i]
The Waite Group is attempting to distract stockholders from the fact that it has offered no plan for the future of Farmer Bros. and that it is singularly focused on taking over the Board for personal interest and without paying a control premium to all Farmer Bros. stockholders. The Waite Group misleads stockholders by claiming that the election of its nominees will constitute a minority on the Board when, in reality, three of the seven directors currently on the Board are either a member of the Farmer family or serve on the Board as a result of Farmer family actions or requests. The election of any of the Waite Group's nominees, combined with Farmer family representatives already on the Board and the potential resignation of at least one current board member if the Waite Group nominees are elected, would effectively change control of the Board and Farmer Bros.
