Chapter 19 - Carter Holdings survives without me
Natalie Brooks proved something I did not enjoy admitting.
The company could run without me.
Revenue remained stable.
She sold:
A noncore warehouse portfolio for $96 million.
Reduced capex.
Renegotiated bank covenants.
No North Meridian rescue.
Banks charged amendment fees:
$2.8 million.
Painful.
Survivable.
Then board special committee report.
Findings about me:
I failed to maintain adequate oversight.
Delegated excessive authority to Julian.
Allowed informal executive email practices.
Missed risk warnings.
Did not intentionally mislead board/lenders.
No incapacity.
Recommended:
Separate board chair and CEO permanently.
Stronger executive-access controls.
Independent transaction committee for acquisitions over $100 million.
Quarterly delegated-authority audit.
Clawback policy.
Would I return as CEO?
Board asked me not yet.
I could have used my voting shares to force issue?
Maybe.
I owned 31%.
Not majority.
Family trusts? Avoid trust detail.
Other shareholders would resist.
So I made a decision.
I endorsed Natalie as permanent CEO.
I remained nonexecutive director after six-month leave? Better with conflict, eventually elected nonexecutive chair? Governance report said separate chair and CEO; could be independent chair. So I remained ordinary director.
That was not punishment by law.
It was consequence.
I had spent years believing Carter Holdings needed me because Leo was gone.
May you like
Now Leo was alive.
The company could be someone else’s responsibility.
