Activist investor Starboard Value has nominated eight director candidates, including its own Jeffrey Smith, for Corteva’s 12-person board, aiming for a leadership sweep that includes the appointment of a new CEO to lead the agricultural science company.
On Thursday, Starboard sent a letter to Corteva Chairman Gregory Page complaining about what it sees as the company’s lackluster performance in recent years, and proposing a change at the top to “unlock substantial value for all shareholders.”
In a reaction to Starboard’s notice, Chairman Page said Corteva was “in agreement on many points” with the activist but not on the need to replace chief executive James Collins. Page added that the board “unanimously” believes that the current CEO is “exactly the right leader” for Corteva.
Starboard put together a list of eight “highly-qualified” director candidates it intends to put before Corteva shareholders at the upcoming annual meeting. At the same time, the activist hinted at a potential settlement, saying it was “open-minded” about reaching a “mutually agreeable solution” with the company. Chairman Page expressed openness to continuing the dialogue with the activist.
The slate includes Starboard Managing Member Smith; former Bacardi chief financial officer Jacques Croisetière; the managing principal of Hudson Strategic Advisers, Lisa Crutchfield; and Susan Schnabel, co-managing partner at private equity firm aPriori Capital Partners.
The activist also nominated David Everitt, a former top executive at agricultural equipment maker Deere & Company; James Gallogly, ex-CEO of plastics, chemical, and refining company LyondellBasell Industries; and a former Monsanto executive, Kerry Preete.
Janet Giesselman, a former Dow Chemical executive who Starboard installed last year to GCP Applied Technologies’ board following a proxy contest, is also part of the activist’s push at Corteva.
The activist said it was particularly “dismayed” by management’s failure to boost profitability.
Starboard, which in October revealed a 1.6% stake and called itself one of Corteva’s largest shareholders, holds CEO Collins and his team responsible for this.
“A litany of missed promises and unforced errors have furthered our conviction that current leadership is ill-equipped to maximize the value of Corteva’s assets,” Smith said, adding that this conclusion has led to talks regarding the replacement of Collins.
But the activist said he has been unable to convince the board of the refreshment Corteva needs due to what Smith called the board’s “affinity” for Collins. Starboard revealed that it had proposed a successor for Collins with relevant experience, but the board refused to interview the person, which the activist deemed “inexplicable.”
In the company’s Thursday response to Starboard’s nominations, Collins noted that Corteva has delivered total shareholder returns of around 80% since the company was spun out of DowDuPont in 2019. He also said management is “laser-focused on continuing to reduce costs and enhance productivity,” and “confident” that the company’s initiatives will drive “meaningful margin expansion in the near-term and significant value for shareholders.”
Last fall, Smith gave a presentation on Corteva, arguing there is ample room to improve earnings. Smith said Corteva should target an earnings margin of 23%, which the activist reckoned would lead the company’s stock to trade as high as $55, from about $30 at the time.
Shares in Corteva lost 4.6% on Thursday, closing at $41.65. The company is one of the world’s largest sellers of seeds and pesticides, with a market value of $32.5 billion.