Angus Reid has chased another independent director from the board of the tech firm he once led, Vision Critical Communications, a move insiders say may buy boardroom peace.
Chairman Ian Giffen, a software-industry veteran who has served on the boards of some of Canada's top tech firms, including Kinaxis Inc., Open Text Corp. Inc. and Descartes Systems Group Inc., is not standing for re-election at this Wednesday's annual meeting.
Taking his place is long-time investor Alison Lawton, an entrepreneur, social advocate, philanthropist, documentary film producer and ex-wife of mining magnate Frank Giustra. Director Philip Deck, another investor and software-industry veteran, is now chairman.
Mr. Giffen is the latest casualty of a corporate civil war that has gripped the top ranks of the Vancouver-based marketing software firm – one of Canada's most successful emerging tech companies and a likely candidate for an initial public offering – since Mr. Reid stepped down as CEO in 2011.
Past directors who have also left after facing the ire of Mr. Reid ire include tech veterans Howard Gwin and Jim Fletcher.
Mr. Reid and Mr. Giffen had been at odds since last year, when the board struck a deal with the veteran pollster that saw Mr. Gwin – who had criticized Mr. Reid's actions internally on behalf of other directors – and Mr. Fletcher leave. In exchange, Mr. Reid agreed to support the sale of the company's research and consulting business. But Mr. Reid, a company director, continued to raise objections about the company's direction, often crossing swords with Mr. Giffen.
The plan a month ago was for all nine directors to stand for re-election. But Mr. Reid – who owns 30 per cent of the company – wanted Mr. Giffen gone and was prepared to launch a proxy battle to accomplish that, tapping support of early shareholders who own about another 20 per cent. Although most other directors supported Mr. Giffen, the consensus view was that his departure would ease boardroom tensions, say informed sources. "To appease Angus and carry on … it was [determined] that was the best path forward … It wasn't a decision that all things being equal would have been made, but it was the only decision that could be made" to avoid a battle, one source said.
Mr. Giffen declined comment and Mr. Reid did not return several calls or e-mails. CEO Scott Miller also declined comment, saying only in an e-mail, "I continue to feel that we have the right board for the opportunity ahead of us and I remain 100 per cent focused on that."
Some sources close to the company expressed regret over Mr. Giffen's departure. "Ian is a high-quality guy," said one. "This is a loss for sure, for no good reason. We continue to churn though high-quality board members."
Several long-time shareholders, including Mr. Reid, are eager to liquidate part of their holdings. Some had pressed for an IPO and pursued a private deal last year to sell $50-million worth of stock. That transaction fell apart and the IPO market for tech offerings cooled, and older investors are now expected to revive plans for a private stock sale in the coming months, said a source familiar with the players.
Mr. Reid, who sold polling firm Angus Reid Group to Ipsos SA in 2000, invested in son Andrew's fledgling startup and became CEO in early 2005, helping to grow Vision Critical into a $100-million firm specializing in two areas: software that enabled corporations to communicate with thousands of customers on an ongoing basis, and traditional market research and consulting.
Early investors were friends and colleagues of Mr. Reid's. But as the software business took off, newer investors led by OMERS Ventures, bought in, preferring to see the company sell off the slower-growing services business and focus on software.
Tensions arose after Mr. Reid stepped back to become executive chairman. He continued to meddle in the company's daily affairs, and after company leaders complained, directors stripped Mr. Reid of his executive role in April, 2014, leading to prolonged top-level conflict, The Globe and Mail revealed last month. Chief among Mr. Reid's concerns was his belief that the interest of long-time shareholders were largely ignored by a board he felt was tilted toward later investors, who were prepared to wait for an IPO. Early shareholders will be represented by Ms. Lawton, addressing one of Mr. Reid's concerns.