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Beleaguered Aimia Inc. chief executive officer Phil Mittleman has resigned.

His surprise departure from the loyalty plan provider-turned investment holding company (AIM-T), announced late Thursday, leaves Aimia without a permanent leader as it seeks to fend off a hostile takeover bid from its largest shareholder.

Mike Lehmann, Mr. Mittleman’s former prep school roommate who was hired as Aimia’s president shortly after Mr. Mittleman himself joined in 2020, has also left the company. Both departures are effective immediately.

Betrayal, conspiracy and retribution: Inside the family feud at the heart of the fight for control of Aimia

Tom Finke, a retired asset management executive based in North Carolina who joined the Aimia board of directors as chair less than three months ago, will lead the company on an interim basis as executive chair. Aimia has hired an executive recruiter to search for a new “operations-focused” CEO, the company said.

No reason was given for the sudden management shakeup. Joe Racanelli, who replaced Albert Matousek as Aimia’s head of investor relations and communications last week after Mr. Matousek’s own departure, said by phone the timing of Mr. Mittleman’s exit was not related to Aimia’s recent high-profile disputes. Mr. Mittleman has agreed to “support the board during the transition period,” Mr. Racanelli said, though not in a formal consulting capacity.

He declined to comment on whether Mr. Lehmann quit or was fired.

In an interview, Mr. Finke said talks between the board and Mr. Mittleman had been under way for several weeks, but that “more serious discussions occurred in the last 10 days.”

“There has obviously been a lot going on with Aimia over the last year,” Mr. Finke said. “And I think this is very much an opportunity to start to close a chapter that was distracting from the fundamental focus of the company.”

The end of Mr. Mittleman’s and Mr. Lehmann’s tenure provides a comparatively quiet conclusion to a months-long war of words that pitted Aimia against one of Saudi Arabia’s wealthiest non-royal families and Mr. Mittleman’s older brother, former Aimia chief investment officer Chris Mittleman.

Mithaq Capital SPC, which is seeking to acquire Aimia in a $3.66-a-share cash deal valuing the company at roughly $308-million, declined to comment on the executive changes.

Based in Riyadh, Mithaq is the private investment company for the Al Rajhi family – founders of the Al Rajhi Bank, the world’s largest Islamic bank by market capitalization. Its stake in Aimia has grown from less than 13 per cent in early 2023 to nearly 32 per cent today.

Mithaq has been fiercely critical of the Aimia leadership team. Last April, the company’s board of directors – which at the time included both Mr. Mittleman and Mr. Lehmann – narrowly survived Mithaq’s ouster attempt. Then-chair David Rosenkrantz failed to win majority support and none of the other incumbent directors received more than 52.41 per cent of shareholder support.

Typically, corporate directors are elected or re-elected with more than 90-per-cent support.

Chris Mittleman was fired from Aimia in March, 2023, just weeks before Mithaq nearly succeeded in removing the entire board of directors. In legal filings, Phil accused his older brother of engaging with Mithaq in an “unlawful conspiracy” while Chris said his sibling’s and former employer’s case was an act of “oppression, fraud” and “retribution.”

“Phil was enabled by a careless board, stacked with neophytes and cronies, that was delusionally deferential to its novice CEO,” Chris said in a counterclaim filed with the Ontario Superior Court of Justice.

The trial was originally scheduled to begin on Jan. 8, though Aimia announced on Jan. 3 that the two sides had reached a settlement agreement, the details of which were not disclosed.

The Mittleman brothers first gained control of Aimia in early 2020, shortly after the company sold its flagship Aeroplan loyalty program to Air Canada for $516-million and transformed itself into an investment holding company.

Aimia made its two largest acquisitions under its new mandate in the months leading up to its proxy battle with Mithaq. In January, 2023, Aimia bought Tufropes Pvt. Ltd. for $253-million. India-based Tufropes makes synthetic fibre ropes and netting for the aquaculture and maritime industries. Then last month, the company paid $332-million for Italian chemical company Giovanni Bozzetto SpA.

Even though shareholders voted to re-elect all but one of Aimia’s directors at its April, 2023, annual general meeting, investors also delivered a sharp rebuke to the company’s leadership team at the time by rejecting a motion to approve its executive compensation structure.

Voting down the resolution known as “say on pay” was especially meaningful because Aimia had completely overhauled its executive compensation plan after the 2022 say-on-pay vote received support from only two-thirds of shareholders, which the company described in public filings as “unsatisfactory.”

Aimia’s TSX-listed stock has not traded at or above Mithaq’s offer price since May, 2023.

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