Five years after Andrew Reid, son of renowned pollster Angus Reid, launched a market research startup in 2000, his father joined him to become the Vancouver firm's largest investor and CEO.
But in the years since, a revolt at the top of the company has led to a series of conflicts between the elder Mr. Reid and several board members, muddying the path to an IPO.
Sean Silcoff investigates the power struggle inside one of Canada's most promising tech ventures.
Stuart Palley for The Globe and Mail
Angus Reid was facing a mutiny.
It was April, 2014, and the executive chairman of one of Canada's most successful emerging tech companies, Vision Critical Communications, had just learned fellow directors were preparing to strip him of his "executive" title, effectively dismissing him from management.
Their main concern: Mr. Reid's constant meddling in the business since he had hired an outsider, Scott Miller, to replace him as chief executive officer in 2012. It had become so intrusive that several executives felt they could no longer do their jobs.
Mr. Reid looked enraged as he walked into the board meeting. He confronted each executive and director individually, asking if they supported the move. "The reply across the board was 'You need to go!'" Mr. Reid said. "[It] was painful to hear." Among those at the table: his son, company founder Andrew Reid.
In the preceding nine years, Canada's most famous pollster had transformed his son's struggling startup into one of Canada's hottest software companies, a disruptive leader in the global market research business. With a new CEO and a new big-name investor – the venture capital arm of pension giant Ontario Municipal Employees Retirement System – Vision Critical was positioned to go public with Mr. Reid as its chairman and largest shareholder.
But since that boardroom confrontation, the company's top ranks have been mired in conflict – centred around Mr. Reid – pitting directors and investors against one another in a corporate civil war involving some big names of the Canadian business establishment. Some directors have left after facing his ire. "A private company of its size shouldn't turn over directors [so] much," said one source familiar with the players. "It's been a power struggle."
The Vision Critical story is about more than one company's internecine squabbles. Since the downfall of Nortel Networks and BlackBerry, exciting public companies in the Canadian technology sector have been scarce, unlike the United States, where Salesforce.com, Google, Facebook, Netflix and others have become multibillion-dollar investor darlings. That is now starting to change. At a time when software companies are upending entire industries and Prime Minister Justin Trudeau is trumpeting innovation as key to Canada's stalled economic growth, a number of homegrown, world-beating tech firms are expected to go public soon, following the lead of Ottawa-based Shopify and revitalizing Canada's public markets.
Near the front of the line is Vision Critical, which some investors see as a potential "unicorn" – a private tech company worth $1-billion or more. But the company's boardroom drama has cast a pall on Bay Street, where its squabbles are well known. On one side is Mr. Reid and friends who backed Vision Critical early on, including Canadian corporate stalwarts such as Corus Entertainment ex-CEO John Cassaday and retired Bay Street investment banker Mike Norris. Many are eager to sell down their holdings, including Mr. Reid. Combined with the pollster's 30-per-cent stake, early shareholders own just over half the company.
On the other side are leading names of the new establishment, including chairman Ian Giffen and past directors Howard Gwin and Kevin Kimsa, who have built or served on the boards of many successful tech companies, as well as prominent Canadian venture capital firms OMERS Ventures and Georgian Partners. They are bullish on Vision Critical's future, but see Mr. Reid as the founder who's overstayed his welcome and can't decide if he wants to sell or stay involved. "It slows this company down," said one source close to the board. Said another: "It's one of the worst cases of 'founderitis' I've ever seen. Vision Critical could be a bellwether [Canadian tech firm] dominating global markets. It would just be a faster trajectory if management didn't have to worry about him all the time."
Despite the drama, Vision Critical took a major step toward an initial public offering this year, divesting a slower-growing unit so it could focus on its high-growth cloud-based market research software business. But directors know they must address the boardroom discord. "It's clear to me there's been a misalignment between certain shareholders and the board/management as a group," said Mr. Giffen, the company chairman. "Before we go public, that alignment needs to be resolved."
'His own authentic self'
Angus Reid is one of the most recognized names in opinion research, but few Canadians know much about the successful entrepreneur, who sold his polling firm Angus Reid Group (ARG) to Ipsos SA in 2000 for $100-million.
Mr. Reid is a feisty, sturdy man, strongly opinionated and outspoken. "Angus takes up a lot of oxygen in the room," said pollster Darrell Bricker, who worked at ARG and now leads Ipsos Public Affairs. "He's got a big personality. He didn't call the company the Angus Reid Group because he wanted to be unknown."
The 68-year-old Mr. Reid is intelligent, salty and probing in conversation, but also forthcoming and candid, speaking in a clipped and purposeful tone, like a pot close to boiling. He has been known to send lengthy late-night e-mails to executives and directors, sometimes laced with pejorative language. "I have been, through most of my career, the dictator of the companies that I've run," Mr. Reid said during an interview.
He's also dyslexic and contends with ADHD and a speech impediment (a stutter "that still haunts me"). "Angus had this tremendous ability to never let anything get him down," Mr. Bricker said. "He was just relentless."
Mr. Reid also holds the unlikely distinction of being the largest shareholder of one of Canada's top tech companies. Unlikely, not just because he's a pollster in his late 60s, but also because he frowns upon the "techno-optimism" that prevails in Silicon Valley. "There is a hubris [to the notion] that technology is the answer to everything that I find disturbing," he said.
He relates not to social media billionaires but to 20th century philosophers Ivan Illich and Marshall McLuhan – both strong Catholics like him – "who warned about the power of technology to transform society in ways that disconnect us from our better nature," he said. "I think tech entrepreneurism involves a self-boosterism, this mystique, this priesthood that frankly carries with it, to use an old Winnipeg expression, horseshit."
As for "the so-called smart money" private capital institutional investors, Mr. Reid doesn't think much of them, either. "Most of the smart money has ended up looking pretty stupid," he said. When he tried to raise $5-million for ARG in 1999, "the first thing [venture capitalists] wanted to tell me was how to run my business," he said. "[That was] a short meeting."
"Angus was always his own authentic self. That's what worked for him," said his son Andrew. "He's one of those people who … thinks about how bad things can be. Fear of failure drives [him] more than fear of success."
Mr. Reid was born in Regina in 1947, the third of eight children in a boisterous household. His father served in the Second World War; his mother earned a university degree in the 1940s, a rarity for women at the time. "I grew up in an environment highly charged about the need to serve," he said.
The family settled in Winnipeg, where Mr. Reid was educated by Jesuits, leaving him "with the desire to make some positive difference to the world."
He failed Grade 12 English and initially dropped out of school, but was determined to make something of himself. He enrolled at the University of Manitoba and was drawn to sociology – a field with "a wider spectrum to help understand society" – earning a PhD and later teaching there.
Mr. Reid was a restless academic and started his own polling company in 1979 above a local convenience store. It was an act of defiance after he questioned the methodology of a survey on Winnipeg politics by Martin Goldfarb, pollster for the Liberal Party of Canada. Mr. Goldfarb told him to leave polling to the experts. Mr. Reid instead launched a rival firm.
A chance meeting with John Turner won Mr. Reid an assignment as pollster for the short-lived prime minister in 1984, but the experience left a bad taste. However, it gave Mr. Reid a chance to perfect a new style of polling, conducting overnight telephone surveys whose results could be published quickly, unlike Gallup polls, which were conducted in person.
Phone polling was expensive and not yet well established, so Mr. Reid set up offices across Canada to reduce then-high long-distance calling costs and send results by fax. Southam newspaper publishers agreed to run his rapid-fire polls, and soon, Angus Reid surveys on the Mulroney government became front page fare. By the mid-1990s, he was Canada's top public pollster and a leading market researcher for consumer brands.
He relocated to Vancouver, where employees called ARG "Rock'n'Roll Research" and dressed casually. "It was more like a colony of artists than a research company," Mr. Bricker said. But "if you couldn't work in that environment, it was a nasty, short, brutish existence."
Mr. Reid's company expanded quickly and booked $35-million in revenue in 1999. But the Internet was starting to destabilize the business as telephone response rates declined. He sold ARG to Ipsos in 2000 and retired at 54. But he quickly grew bored of his cabin cruiser. "Slow boats just don't match my personality," he said in a 2005 interview.
As Angus Reid pondered his second act, son Andrew was struggling with his first. In the early 2000s, Andrew, now 39, was trying to keep his fledgling company Vision Critical afloat, cashing in investments to pay himself. "Angus was telling me I'm an idiot and [saying] I should close and start a car dealership, because I'm clearly not cut out to be an entrepreneur," Andrew said. "[But] I felt like we were on to something."
Darryl Dyck for The Globe and Mail
Running a startup was a bold step for a young man who had grown up in the shadow of a colourful, brilliant entrepreneur father. Mr. Reid "embraces conflict and confrontation," said Andrew, a gentler person who is expressive and candid like his father. "Having a know-it-all father can be a bit intimidating."
When he was young, Andrew's father was away a lot. They often communicated in writing. "Growing up, a lot of tough conversations were actually had by letter," Andrew said.
When Mr. Reid was around, he didn't always fill the role his son craved. Asked if his father ever took him to Winnipeg Jets games, Andrew scoffed: "He didn't give a shit about sports."
Instead, Andrew shared a story about the time they built a model rocket when he was seven. "We bought this kit [and] it sat there for a few weeks. I kept bugging Angus to get involved. Day one, you're supposed to paint the rocket. Day two, you put stickers on and glue the pieces together. Day three, you fire the rocket.
"We did all three phases in 20 minutes. Angus was like, 'We don't need to paint it, just glue this thing together.' We took it out to the park, and were arguing about who's going to push the buttons."
"I'm finally getting my dad time. Three-two-one, I push the button, it goes off, gets pretty high in the air and two of the wings pop off. It takes a 90-degree turn and it's gone.
"I start crying. Angus starts walking back to the car. He's like, 'That's it! We're done.' I'm bawling and [say] we should go find it. And he's like, 'No, it's gone, let's just go.' " Andrew laughed. "That was a typical event in my childhood."
Andrew got into trouble frequently as a teenager and didn't apply himself at school. "I was probably on a path to [work the lifts] at Whistler," he said. His father insisted Andrew find his path in life. "I wanted nothing to do with what he did" professionally, Andrew said. "I think I finally stopped spiting him maybe five years ago."
Andrew "was the kid who really wanted to go as far away from me as possible," Mr. Reid said. "I think that's where he was going to find his identity."
Rafal Gerszak for The Globe and Mail
Andrew found that at Vancouver Film School. He enrolled in the multimedia program and became highly motivated, coding at all hours and creating 3-D animation, websites and CD-ROMs. It was the dawn of the Internet age and "not many people knew how to program and do things for the Internet."
Validation came in 1999 when Mr. Reid asked his son to build ARG's website. "I was really excited about doing something that [Mr. Reid] didn't really know anything about," Andrew said. "It [was] kind of empowering."
Andrew joined ARG and handled other assignments such as developing virtual store layouts for consumer packaged goods firms to test product placement.
When Ipsos bought ARG, Andrew set out on his own. He founded Vision Critical in 2000 as a digital services firm, but the dot-com bust hit the business hard, and he did whatever piecework he could get.
Vision Critical's breakthrough came from one such contract in 2003. Shoe company Reebok wanted to recruit a "community" of 300 female runners it could tap on an ongoing basis for their opinions. Andrew built a program to manage those ongoing communications and realized he could recycle the code for other clients.
Andrew's older sister Jennifer, now 42, who had also worked for ARG, convinced Mr. Reid that Vision Critical had something special. Other research firms had tried similar initiatives but their efforts were broad, ineffective and lost money. "Andrew stumbled into a smaller scale that worked and was more technology-driven," she said. It was a less expensive way for companies to do their own research by creating large, standing online focus groups that companies could consult on a regular basis.
It was a disruptive idea: Market research firms jealously guarded the tricks of their trade. Using the Internet and the right software, "you could take what had been a very expensive, laborious process of building research panels and … do it quickly, and really put it in the hands of reasonably unsophisticated people," Mr. Reid said. "It was a totally game-changing laboratory for doing consumer research. I was so excited about the potential."
Some of Mr. Reid's friends warned him against getting involved, advising it was better to let his son learn from his own experience. Others said it was an opportunity to make amends.
Mr. Reid took the plunge. He invested $1-million in 2004 on the condition he become CEO. "Angus is a forceful personality so there was no power struggle in terms of who was going to be the boss," said Jennifer, who also joined as head of corporate strategy.
Mr. Reid started in January, 2005. Andrew welcomed his father's involvement and was happy "to play any role" that would help the company succeed, he said. Mr. Reid said the move was "the most important business decision" of his career. "Vision Critical wouldn't be there if Andrew and I hadn't decided to match up, despite our differences."
Rafal Gerszak for The Globe and Mail
A fortunate lawsuit
Mr. Reid brought experience, a good reputation and connections, raising about $27-million in capital between 2003 and 2010. In addition to investment banker Mr. Norris and ex-broadcast CEO Mr. Cassaday, Mr. Reid brought Vancouver real estate billionaire Bob Gaglardi and former Kingston Whig-Standard publisher Michael Davies in as investors during that period. For the most part, the didn't have to tap venture capital firms and give up much control or influence because he had wealthy friends willing to invest. To them, what Vision Critical did was secondary to the fact he led it. "I once said, 'If you ever start up another company, let me know,'" Mr. Cassaday said.
The early years brought the three Reids closer together, although their spouses labelled themselves the "Out-laws" as shoptalk consumed family dinners. Andrew "fosters an amazing culture that people want to be part of," said Jason Smith, president of products from 2004 to 2011. "Angus was clearly the driver of the business as CEO."
But Mr. Reid was determined not to build a family company and showed no favouritism, treating his children as any other employees. "I'd get this five-page letter [from Mr. Reid] about how I was doing a lot of things wrong," Andrew said. "I'd get really emotional about it. My wife [would say] "Listen, you guys love each other, you just want to be better."
Once Mr. Reid became involved in Vision Critical, Ipsos sued him for violating non-compete provisions in his employment contract. Mr. Reid eventually settled, agreeing not to conduct market research until 2006, when the contract expired.
Father and son alike agreed the lawsuit was the best thing to happen to Vision Critical. "It forced me not to get into traditional research, so I held off … and really focused more on the software side," Mr. Reid said. Said Andrew: "If he didn't have a non-compete, he would have railroaded my whole company and turned it into a market research company."
In 2006, Vision Critical did start a market research and consulting (R&C) arm, hiring many former ARG employees. But "by that time, we were pretty invested in the community model" with 50 software customers, Andrew said.
Vision Critical began to take off. Revenue grew from $5-million in 2006 to $50-million in 2009. The arrival of social media propelled demand for its software as consumers flooded Facebook and Twitter with unvarnished views, thwarting efforts by brands to control their messaging.
Multinational corporations flocked to Vision Critical to build customer communities. Banana Republic used its Vision Critical community to test new jeans. Colombian airline Avianca used its tool to develop uniforms and test-market inflight magazine content. Brewer Molson Coors and power tool maker DeWalt developed products – and broadcaster Discovery Communications launched a network – based on input received through the Vision Critical platform.
Meanwhile, the R&C business paid the bills. Because some customers didn't want to manage the software, the R&C division conducted the research for them. "Angus wanted the company to be a hybrid" of product and services, said president of products Mr. Smith But when Mr. Reid approached potential investors in 2011 for a significant capital injection, he struck out. The hybrid structure left the company with a split identity and didn't appeal to investors. It didn't matter that the profitable R&C business helped finance the money-losing software arm – investors were clearly more interested in the software.
R&C contracts were often one-off, deals, and the division expanded by 10 to 20 per cent annually, posting gross margins around 30 per cent of revenue. Software customers, meanwhile, entered into multiyear subscriptions and typically renewed. While annual revenue from individual software sales might be smaller than services contracts, the "lifetime value" of customers often exceeded R&C deals. The software business also expanded by a much faster 30 per cent-plus a year, and margins exceeded 70 per cent. While many subscription software businesses lost money at the outset, tech-savvy investors were drawn to the promise of predictable, steady revenue growth and, eventually, large profits.
As a result, subscription software businesses commanded robust valuations of between three and seven times annual revenue, while services businesses were only valued at one-times revenue. Investors drawn to the software story often had little interest in services, valuing the whole at less than the sum of the parts.
Tech industry veterans loved Vision Critical's software story. One was Howard Gwin, a former top executive with Peoplesoft Inc. and director of some of Canada's top tech firms, who was invited by Mr. Reid to become a director.
Another was Derek Smyth, managing director with OMERS' newly formed venture capital fund. In August, 2012, OMERS Ventures paid $20-million for a 10-per-cent stake and got a board seat, initially occupied by Mr. Smyth.
The story shifts
By then, the story had shifted. Mr. Reid stepped down as CEO in 2011 to become executive chairman and recruited American-born Mr. Miller, previously a senior executive with U.S. market research firm Synovate, to become CEO. He passed over his son, who was relegated to overseeing innovation and software development after briefly holding the co-CEO title prior to Mr. Miller's arrival. "We needed to have someone with serious outside management experience," Mr. Reid said. "Andrew's entire life had been at Vision Critical, and I felt we did not want to build this company as a family dynasty."
Like others in market research, Mr. Miller had originally been skeptical about Vision Critical and its approach. "Then I got into it and realized it was faster and more efficient" than existing methods, Mr. Miller said. "You were [surveying] people you actually knew, rather than worrying about …unbranded, unnamed people that fill out surveys online."
Mr. Reid was thinking about reviving a long-standing dream – opening a non-profit polling institute – when he had an aortic aneurysm in late 2012 and needed surgery. After originally intending to help his son temporarily, he'd been at Vision Critical seven years. He was 65 and the health scare "reminded me of my mortality and served as a wake-up call – if you're going to [start] the public interest polling company, you'd better do it now," he said.
With a successor and new investor in place and a retirement project awaiting, the stage was set for a smooth transition. It didn't happen that way.
By early 2014, Vision Critical was a star of the Canadian tech scene. The company was growing fast and had hundreds of employees. It had recently bulked up its Toronto-based executive suite, hiring a chief financial officer with public markets experience, Donna de Winter, and recruiting Mr. Smyth from OMERS Ventures to become chief revenue officer (the Reids remained in Vancouver, the company's home).
When older shareholders, including Mr. Reid, sold $10.5-million of stock in January, 2014, tech-oriented investors bought in, including Difference Capital Financial and Extuple Inc. Vision Critical was considered one of the most promising Canadian software IPO candidates since the dot-com meltdown.
Internally, a different storyline was unfolding. Mr. Reid was not stepping back at all, and the newly installed executive team was stuck reconciling sometimes different marching orders from the CEO and chairman.
Mr. Reid would denigrate senior executives in e-mails, and on at least two occasions copied early shareholders on information that should have only gone to the board, sources said. Sometimes, after Mr. Miller outlined the software strategy, Mr. Reid "would regularly talk about the fact this was something that may or may not work," one informed source said. Mr. Reid "was used to basically walking out of his office any time [he] felt like it and exerting [his] opinion to a company that was rallying behind Scott's new vision," another insider said.
Mr. Reid acknowledges "it [was] emotionally difficult to let go of 'my baby.'… [It] was an awkward period because I was still physically present and employing my very direct style" with staff.
More tension arose from the company's decision to target sales efforts beyond the market research departments of giant Fortune 500 companies as their budgets sagged and corporate resources were redistributed. Mr. Reid was openly skeptical about the strategy, despite data showing it worked, company insiders said.
By late 2013, executives were pressing for Mr. Reid to step back. Directors, including Jim Fletcher , a onetime ARG executive and friend, tried to convince him to give up his executive title and just become chairman. But months later, little had changed. "It became clear that this model was unworkable since staff were confused about who their real boss was," Mr. Reid admitted. "I miscalculated somewhat the amount of involvement I could and should have."
The board finally decided to act. OMERS Ventures' managing director Mr. Kimsa, Mr. Smyth's replacement on the board, and Mr. Gwin met Mr. Reid at a Whistler café just before a board meeting in April, 2014. They told him the board would remove Mr. Reid's executive designation and planned to replace him as chair that year.
Mr. Reid stormed out. When he walked into the board meeting minutes later, he declared he had just had "the most unprofessional meeting of my life," sources said. He accused the assembled directors and executives of going behind his back. But when it became apparent everyone else agreed with the move, "I felt awful," Mr. Reid said.
"No one wants to see a family member upset … right or wrong," Andrew said. "If you do, you're fucked up." He declined further comment on the subject.
The meeting adjourned, and after weeks of negotiations, Mr. Reid quit as a director – even though he had the right to appoint two representatives to the nine-person board. "In retrospect it's clear that I did indeed have to leave and I'm glad I did," Mr. Reid said.
Vision Critical announced his "retirement" as executive chair that June, and some early investors, including Mr. Reid, sold $16-million worth of shares to well-regarded Toronto venture capital firm Georgian Partners and two other venture funds. But he left on a sour note, sending a brief farewell e-mail to staff that some felt lacked class. "It's easy to count the money I have made with this venture called Vision Critical but the fact that it has helped start so many careers is, well …priceless!" he wrote.
"I've never seen a more insulting e-mail in my professional career," one recipient said. Mr. Reid said he "was merely trying to emphasize how much satisfaction I took" from creating so many jobs. "I'm sorry if some people took this the wrong way."
Another showdown looms
That summer, several company insiders felt relieved that the tension with Mr. Reid was over. He was launching his institute and assigned daughter Jennifer and Imax Corp marketing chief Eileen Campbell to the Vision Critical board.
"There was an expectation that Angus would go off and do other things," one senior source said. "That lasted about six weeks."
"A guy of Angus' success and driving personality, it's hard to accept" the change, Jennifer said. "I think that period was turbulent for him."
Indeed, as the largest shareholder, Mr. Reid said he had "very strong opinions about what the company should be doing."
Freed from his board duties and restrictions, he could openly communicate with other shareholders, notably those that had backed him years earlier. They had seen the value of their investment rise handsomely, but after investing for so long, many wanted to liquidate and pressed for an IPO.
"When you invest in startups, you don't do well until you get out," Mr. Cassaday said. "I'll judge the value of my investment at which time I sell."
Meanwhile, institutions like OMERS Ventures and Georgian had invested specifically because of the software and didn't want to rush to an IPO until the company was worth much more. The R&C division was not as big a value creator. They wanted it sold.
"That's the tension," Jennifer said, between "one group that had their money in for a long time and would maybe like some liquidity and another group whose money is newer. One group comes more from the research background and the newer folks from a tech perspective." Mr. Reid added another perspective: "Early individual shareholders are playing with their money. Later institutional shareholders are playing with someone else's money."
A key tension point for him was OMERS Ventures. The pension giant had negotiated a "hammer" when it invested: the right to veto an IPO that valued the company at less than $600-million. This didn't concern Mr. Reid initially, but OMERS Ventures wouldn't budge when he pressed the institutional investor to allow Vision Critical to go public at a lower valuation. By late 2014, he couldn't even get a meeting with the fund's representatives.
Mr. Reid became concerned by the number of company leaders with links to OMERS Ventures: Mr. Gwin was a former managing director. Mr. Smyth – who had negotiated the hammer for OMERS Ventures – was a Vision Critical executive. Chairman Mr. Kimsa was OMERS Ventures' board representative. Mr. Giffen, a tech industry veteran who joined the board in February, 2015, was an ex-OMERS Ventures adviser. Even his friend Mr. Fletcher was on OMERS Ventures' advisory board.
Mr. Reid had invited them in but felt they were now delaying an IPO that he and his friends wanted. "[We] felt that our interests were being largely ignored by a board that was heavily tilted in the direction of later investors – mainly OMERS," he said.
But several observers say OMERS Ventures consistently supported the plan to focus on growing the software business and go public when the time was right. As for relenting on the hammer, "OMERS had no reason to act in an irrational economic way – why would they give in?" said one well-placed source. (OMERS Ventures CEO John Ruffolo declined to comment.)
Rafal Gerszak for The Globe and Mail
A 'game of chicken'
In late 2014, the board finally decided to sell the R&C division. With fast-growing recurring revenue from the software business accounting for more than half of the company's $100-million-plus in 2014 revenue, a divestiture would make Vision Critical an attractive pure-play software company, ripe for an IPO.
But Mr. Reid was reluctant to sell a profitable, familiar business he felt was a vital support for the software business. The board and newer shareholders believed software could thrive on its own.
Mr. Reid changed his mind several times regarding the divestiture, and even considered bidding himself. His key concern was that the software-oriented leadership would dump R&C for a bargain price.
A late-night e-mail from Mr. Reid to the board in early April, 2015, sheds light on the conflict. "All along I have said that I have serious misgivings about the process and leadership of the R&C sale," he wrote. "This is a very risky transaction that could end badly for all concerned." He and other shareholders "have the right to question the transaction," he wrote.
Management and directors grew alarmed at the prospect Mr. Reid could sink their plan. The divestiture required two-thirds investor support, and early shareholders including him owned just over half the company.
The board called a shareholder meeting for April 28, 2015, at the company's Toronto offices to lay out its plans to divest the R&C business, invest in growing the SAAS (software-as-a-service) business and go public. By then, Mr. Reid supported selling the business – at the right price. Directors wanted his blessing on the record and to win over all investors.
But the board had something else in store. They knew this was a rare opportunity to speak directly with Reid loyalists. They also knew they faced an impending proxy battle. "It became clear to me and other shareholders that [board] changes were required," Mr. Reid said. "It was time to look beyond the OMERS talent pool."
The task fell to Mr. Gwin, a member of the board's special committee overseeing the divestiture. He told the room that Mr. Reid had been a distraction inside the business and created a fragile environment by not supporting the overall strategy. He gave examples of Mr. Reid's intrusions and said senior executives would leave if his behaviour continued. (Mr. Gwin declined an interview request.)
Mr. Reid stormed out, later saying Mr. Gwin turned "a very good meeting … into a circus with me and my friends as the lions and him as the guy with the whip." Mr. Norris, an ally of Mr. Reid and former deputy chairman of RBC Dominion Securities, also voiced his objection. (Mr. Norris declined to be interviewed.)
Ms. Campbell, a board appointee of Mr. Reid, was furious. She hadn't been forewarned what Mr. Gwin would say and felt blindsided. She e-mailed Mr. Kimsa, Mr. Miller and other directors afterward, stating: "I am appalled … that you would allow Howard to 'speak for the board' in what was, in fact, a personal diatribe." She called his presentation "a high stakes game of chicken."
But Mr. Kimsa said in an e-mail to The Globe and Mail that "Howard was asked to present on behalf of the special committee and board … and he did so with board-approved presentation material." Current chairman Mr. Giffen added: "Howard Gwin's presentation on behalf of management/board was a critical part of the process" to achieve "closer alignment [following] disagreement over strategic direction with a minority group of the shareholders."
With the battle in the open, Mr. Reid that night e-mailed shareholders to say the board "is due for an overhaul" as it was "poorly aligned with the shareholder base and fails to provide even rudimentary management oversight."
To the seven non-Reid directors, there was no legitimate reason for board changes because the company's operations were performing well. They fought back by drafting a harshly worded circular that they were prepared to send to shareholders, and showed it to Mr. Reid.
In the draft, they accused him of being "volatil[e] in his positions," of hiring counsel to "overturn board decisions made while he was chair" and "secur[ing] unauthorized access to and quoted confidential board discussions." Furthermore, the draft circular alleged that Mr. Reid had petitioned the board to replace senior executives, "in one case threatening to take action against the board" if it didn't comply. It said his actions caused "significant unnecessary legal expense and distraction" for the board and company and created "an unworkable, hostile relationship between several members of the executive management team and himself."
Within weeks, "cooler heads prevailed," Mr. Reid said. The two sides began negotiating an armistice, and the accusatory text was withdrawn.
A work in progress
Under the peace deal, Mr. Gwin and Mr. Fletcher agreed not to run for re-election at the June annual meeting in exchange for Mr. Reid's support for the board slate. Mr. Reid also agreed to support the R&C divestiture if it fetched a price equal to annual revenue, and to limit his interactions with the company to the CEO and chairman. OMERS Ventures agreed informally for one year to reduce its hammer price on an IPO to $400-million from $600-million.
The board hired Bank of Montreal to advise on an IPO and put the R&C business on the block. Ms. Campbell decided to bid, resigning to avoid any conflict. At his personally-funded Angus Reid Institute, the maverick pollster again made headlines with surveys on national issues.
Meanwhile, Georgian and other institutional investors offered to buy $50-million worth of stock from early shareholders, chiefly Mr. Reid. Georgian negotiated with Mr. Norris and reached a tentative deal by the fall of 2015.
But Mr. Reid nixed the share sale – which would have significantly reduced his stake – and instead bought more stock from another investor. "My job is to make sure that if there is liquidity for early shareholders, that it not be some B.S. price delivered by private equity guys who want to take the rubes for a ride," Mr. Reid said.
Then, after appointing his son to the board in June (replacing Jennifer, who had left her management position in 2011), Mr. Reid abruptly pulled Andrew off last fall and took his place. Mr. Reid was returning to the board that had rejected him a year earlier.
"I wanted to have a ringside seat and to have much more of a direct influence on the strategy" leading to an IPO, Mr. Reid said. "I [won't] give that up to minority institutional shareholders who have been Johnny-come-latelies."
Not surprisingly, his return was met with unease. Several directors urged him to stay away. Sources say there have been tense moments since, including board meetings where Mr. Reid has shouted at Mr. Giffen (who succeeded Mr. Kimsa as chairman after he left OMERS last summer).
Mr. Reid said he couldn't care less how other directors feel. "This is not a popularity contest," he said.
Some observers sympathize with Mr. Reid's perceived internal conflict. "On any given day he'd love to have his liquidity and the chance to stay involved," one insider said. "That's not unusual given how successful this business is. I can see people being frustrated with that."
Despite ongoing tensions, Vision Critical this year sold its R&C division to MARU Group, a new company backed by British private equity firm Primary Capital Partners LLP, for almost $60-million – well over one-times revenue. The price "both surprised and delighted me," Mr. Reid said. Under the deal, MARU will work closely with Vision Critical, reselling its software.
The software business is performing well and an IPO is expected by mid-2017. Mr. Reid said he's happy with the direction of Vision Critical, which has about 800 customers, including one-third of the Fortune 500, and offices on five continents, adding that CEO Mr. Miller "currently has my full confidence."
But the battles continue. What to do with the divestiture proceeds "is a matter of some discussion and debate," Mr. Reid said. Many insiders want to invest in sales and marketing to accelerate revenue growth but Mr. Reid doesn't want Vision Critical to keep losing money, as many subscription software firms do for years, and favours paying excess cash to shareholders.
Meanwhile, another proxy challenge is brewing. After chasing out several independent directors, sources say Mr. Reid has his sights on removing current independents Mr. Giffen and Don Lenz. "The board is a work in progress," Mr. Reid said. "I really can't evaluate our current directors until I know the alternatives."
Some observers worry that Vision Critical's valuation could suffer if the squabbles continue. "I don't think anybody would put money into the business without clarity about who controls the board," said a source close to the company.
If anyone has found peace, it seems to be Andrew Reid. Vision Critical has succeeded beyond his wildest dreams. Andrew, now president of corporate innovation, said he sleeps "pretty well at night considering all the crazy stuff that's going on and the fact that every two seconds someone stops me and says, 'It must be really hard for you.' "
"We're more than certain of the opportunity and where we're going, and we're more than confident in our leadership team," he said. Determining the right shareholder structure, or capitalization table, "that, we need to figure out."