Destination Maternity announces election of new female-majority Board

By

Robin Driver

Published
May 24, 2018

After weeks of tense exchanges, American maternity apparel company Destination Maternity Corporation announced the preliminary results of the vote for its Board members at its Annual Meeting on Wednesday, declaring the victory of a completely new slate of directors.

The four newly elected directors are Holly N. Alden, Christopher B. Morgan, Marla A. Ryan and Anne-Charlotte Windal, and will replace incumbent board members, Chairman Barry Erdos, Destination Maternity Interim CEO Melissa Payner-Gregor, Peter Longo and Pierre-André Mestre.
 
Alden is the co-founder of sock manufacturing company Stance Inc. and also helped to found audio accessory brand Skullcandy. Morgan has been a senior analyst at Kingdon Capital Management LLC since 2014, having previously worked at Centerline Investments Partners and Suvretta Capital Partners LP.

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Ryan is the co-founder and CEO of apparel and beauty business consultancy Lola Advisors LLC, and has also served in a range of senior roles at J. Crew, Brooks Brothers, American Eagle, Abercrombie & Fitch and The Gap, Inc. Windal’s experience includes stints at L Brands and Bernstein Research, before she founded ACW Consulting LLC, a firm providing advisory services to consumer goods and retail companies.
 
The new female-majority slate was nominated by a group of dissident stockholders dissatisfied with Destination Maternity's performance and led by Nathan G. Miller and Peter O’Malley, owners of around 9% of the company’s outstanding common stock. As the fight for Board seats intensified over the last few weeks, Destination Maternity’s incumbent directors made a series of filings with the US Securities and Exchange Commission (SEC), calling Miller’s motives and the experience of his nominees into question, and citing reports from proxy advisory firms advising that shareholders vote against the nominees.

Miller hit back with his own statements, maintaining that “the absence of female board representation and leadership is in direct misalignment with the strategic goals, end customers and product selection” of the company.
 
In Wednesday’s release, Miller took a more conciliatory tone, stating, “We would like to thank all the Destination Maternity stockholders who voted to support our nominees. In our view, new independent voices and greater diversity will be a tremendous asset for the Company and we are very pleased with the result of this election. Destination Maternity has excellent potential, and fresh perspectives in the boardroom coupled with the turnaround plan we have put forth should help that potential be realized.”
 
“I also want to thank the Company’s outgoing Board members […] for their important service as directors,” he added.
 
Destination Maternity Interim CEO and outgoing Board member Melissa Payner-Gregor, in turn, thanked stockholders for their participation and stated that she was looking forward to collaborating with the new directors.
 
According to the preliminary vote count, stockholders also voted, on a non-binding advisory basis, against the company’s executive compensation.
 
The election vote count has been reviewed by the company’s proxy solicitor but is still subject to certification by American Election Services, LLC.