At Gildan Activewear, a billion-dollar reason why shareholders want CEO back

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Former Gildan Activewear GIL-T chief executive Glenn Chamandy has sold or given away about $1-billion of Gildan stock over the past 25 years, according to a Globe and Mail analysis of company documents and his trading records.

Mr. Chamandy – who a number of shareholders want rehired after the company’s board terminated him in December – has made more than $650-million from sales of Gildan stock and exercises of options at the company he co-founded. In addition, he gave eight million shares of Gildan to a family foundation in 2015 and to a trust to benefit his heirs – stock that was worth $330-million at the time.

The proceeds represent the fruits of Gildan’s long-term performance: The stock is up nearly 8,000 per cent since its 1998 initial public offering. And that shareholder return helps explain why a group of institutional investors are pushing to remove most of Gildan’s board and bring Mr. Chamandy back to the company.

“I am fortunate enough to have amassed significant assets during the course of my career, mostly resulting from the creation of value through the tremendous success of Gildan – a creation of value which also benefited a broad range of stakeholders and allowed me to establish an important charitable foundation,” Mr. Chamandy said in an e-mailed response to questions.

“My personal and family wealth and investment portfolio are substantial enough to require a full-time team of managers,” he said. “This group oversees and manages all aspects of my holdings with the support and advice of esteemed legal and fiscal experts.”

The company did not respond to requests for comment.

Gildan dismissed Mr. Chamandy in December, citing a misalignment between the board and the then-CEO on succession. Later, the company said the board had lost confidence in Mr. Chamandy over time and that it became clear he had “no vision” for its future.

The war of words has escalated, with Mr. Chamandy blasting the board’s judgment and the company putting out a string of statements revealing what it claims are details that disqualify him from leading the company. Mr. Chamandy has called Gildan’s statements “defamatory.”

In the meantime, a Los Angeles investment firm with an activist streak, Browning West, has increased its stake to more than 5 per cent of Gildan’s shares and has asked Gildan to call a shareholder meeting to consider Browning West’s proposal for new board members. At least eight other institutional shareholders, who combine to own roughly 35 per cent of the company based on legal disclosures, back Browning West and Mr. Chamandy.

Mr. Chamandy’s stock-sale numbers come from a Globe review of more than two dozen Gildan securities filings and more than two decades’ worth of insider-transaction records in the database maintained by Canadian securities regulators.

They show that Mr. Chamandy’s wealth largely came from a Gildan stake that was worth roughly $13.5-million in June, 1998, when the company went public on the American Stock Exchange, with a simultaneous listing in Toronto, at US$7 a share. At the time, Mr. Chamandy was the company’s president, with his older brother Greg acting as CEO.

Over the course of 25 years as a public company, the growth in Gildan’s share price has prompted the company to do four share splits in 2001, 2005, 2007 and 2015. Each time, the stock split 2-for-1, giving shareholders two shares for each one they owned. Such stock splits are done by companies that want to make their stock more affordable on a per-share basis.

After Mr. Chamandy sold shares in the IPO and in Gildan’s first months of life as a public company, he waited 10 years into Gildan’s public life to sell his early holdings again. In the 2007 fiscal year, a holding company for his shares sold nearly $100-million worth of stock. In announcing his plans to sell, the company told shareholders Mr. Chamandy remained Gildan’s largest shareholder.

The following year, his holding company sold $78-million of stock, net of purchases made on the open market during the financial crisis when Gildan shares fell.

In late 2008, Mr. Chamandy moved the bulk of his shares into numbered companies, then into a Barbados-based entity called Windermere Bank & Trust Ltd. (Mr. Chamandy did not respond to a question about Windermere and these specific transactions.)

Windermere bought more than two million Gildan shares on the open market in February, 2009, then sold a total of 10 million shares over the next six years. Mr. Chamandy’s sales during that period, made largely by Windermere, brought in nearly $420-million, net of the open-market purchases.

Mr. Chamandy also benefited from stock options Gildan awarded him as compensation for his executive roles.

In the company’s early years, the grants of options were modest, numbering in the tens of thousands. As Gildan grew, so did the awards. In fiscal 2010, with Gildan’s shares still depressed from the financial crisis, the company gave three executives special compensation packages for the purpose, it said, of retention. Mr. Chamandy received 409,711 stock options that year.

From fiscal 2012 to fiscal 2017, Gildan’s awards to Mr. Chamandy totalled nearly 100,000 options or more, with the estimated values in the millions of dollars each year.

The Globe estimates Mr. Chamandy has made roughly $60-million in profit by exercising the options and selling more than $100-million in Gildan stock. (The Globe converted sales denominated in U.S. dollars to Canadian dollars at current exchange rates.)

During fiscal 2015, Mr. Chamandy transferred three million shares to a family foundation established for philanthropic purposes, according to company disclosures. He also transferred five million shares to an independent trust for the benefit of his family.

At the time, the foundation shares were worth about $125-million, and the family trust shares were worth just over $200-million. Mr. Chamandy did not respond to a question about how many shares remain in the two vehicles.

At the time of Mr. Chamandy’s dismissal, his holdings included 1,031,452 unexercised stock options and 201,397 common shares. Once he ceased being a Gildan insider, his transaction reporting obligations ceased, and any subsequent sales are unknown.