Current Chief Technology Officer Matthew
Krepsik to Become CEO; Steven Boal to Retire as CEO by Year-End
2022
Board Names Robert McDonald Chair, Separating
Roles of CEO and Chair
Appoints New Director with Decades of
Leadership Experience in CPG, Marketing, Sales and Operations
Forms Strategic Board Committee to Review
Opportunities for Growth and Enhance Shareholder Value
Quotient Technology Inc. (NYSE: QUOT) (“Quotient” or the
“Company”), the leading digital media and promotions technology
company, today announced that its Board of Directors has
implemented a series of actions consistent with its commitment to
shareholder value creation.
CEO Transition Plan
Matthew Krepsik, currently Chief Technology Officer, will assume
office as Quotient’s next Chief Executive Officer by year-end 2022.
Mr. Krepsik will succeed Steven Boal, who has served as CEO since
August of 2019, when he returned to execute a turn-around of the
business, and will be stepping down at the time of the
transition.
Mr. Krepsik joined Quotient in April 2021 and serves as its
Chief Technology Officer, building a team of leading technologists
and extending the Quotient product portfolio into new markets and
partnerships. Mr. Krepsik is a veteran of the advertising
technology industry, having served in leadership positions at
Nielsen Holdings plc before joining Quotient.
Mr. Boal said, “The Company has strengthened its core operations
and is successfully executing on its turn-around strategy, and both
the Board and I believe that now is the right time to initiate this
transition of leadership responsibilities. Since Matt joined last
year, he has proven himself to be an invaluable member of the
leadership team. He has been instrumental in recruiting new leaders
with significant ad-tech experience, including Daniel Pumphrey, the
Company’s new Chief Information Officer, and a new Senior Vice
President of Engineering, and is continuing to build a strong team.
Quotient will leverage his strengths to capitalize on growth
opportunities and continue to differentiate the Company as a leader
in digital media. The CEO transition announced today follows a
nearly year-long planning by the Board, and we expect the
transition to be seamless as we continue to perform and deliver on
our long-term growth plans.”
Robert McDonald said, “Although his retirement from the CEO role
will occur later in 2022, I would like to take this opportunity to
thank Steven for his years of leadership at Quotient during his
exceptional career. Steven founded Coupons.com in 1998 and brought
the company public in 2014, before eventually rebranding the
Company as Quotient in 2015. Under his leadership, Quotient has
built an infrastructure that is scalable, automatic and
sustainable, and able to reach shoppers effectively and
efficiently. Through his close relationships with key customers and
partners and operational focus, Steven and the leadership team have
re-positioned the business for sustainable growth and value
creation.”
Mr. Krepsik commented, “I am honored that I will become the next
CEO of Quotient when Steven steps down. I am looking forward to
building on the strong foundation we have in place to enhance our
customer and partner experiences. Together with our talented team,
we will continue to execute our strategy, developing new compelling
capabilities and building valuable partnerships to lead the
industry forward. I am excited to work with the Board and the
entire Quotient team as we capture the significant growth
opportunities ahead.”
Separation of Chair and CEO Roles
Effective immediately, the Board has elected to separate the
roles of Chair of the Board and CEO. The Board has elected Robert
McDonald as non-executive Chair of the Board, effective March 23,
2022. Mr. McDonald was Chairman and Chief Executive Officer of
Procter & Gamble Company from January 2010 until June 2013 and
served as the U.S. Secretary of Veterans Affairs from July 2014
until January 2017. Mr. McDonald joined the Quotient Board as an
independent director in November 2018. Andrew Gessow, currently
Quotient’s Lead Independent Director, will remain a director of the
Board.
Mr. McDonald, Quotient’s Chair of the Board, said, “I’m pleased
to serve as Chair of the Board, working closely with our active and
engaged directors to guide management as they execute on our
strategy and business objectives. As a Board, we are dedicated to
ensuring we provide independent oversight on behalf of shareholders
and that we are executing on the optimal strategy with the right
team.”
Eric Higgs Appointed to the Board
Quotient has appointed Eric Higgs as a Class I director to the
Company’s Board of Directors, effective immediately. In connection
with the appointment of Mr. Higgs, Christy Wyatt is stepping down
from the Board, effective immediately. As previously announced by
the Company on December 20, 2021, Ms. Wyatt has been planning to
step down from the Board to focus on her role as CEO and a director
of Absolute Software Corporation and as a director of Silicon
Valley Labs, Inc., both public companies.
“We are excited to welcome Eric to the Quotient Board of
Directors,” said Mr. McDonald, Chair of Quotient. “He brings
decades of leadership experience in the consumer goods and retail
industry and has a successful track record of building and growing
brands through traditional and digital outlets, driving improved
sales and profitability. We believe his extensive sales and
marketing knowledge will be extremely valuable as we continue to
enhance our product portfolio and business operations to deliver
greater value to our partners.”
Mr. McDonald continued, “On behalf of the Quotient team, I want
to thank Christy Wyatt for her dedicated service and contributions
as a Board member. We wish her all the best in her future
endeavors.”
Upon Mr. Higgs’s appointment, the Board will consist of Mr.
Higgs, Mr. Boal, Jody Gessow, Lorraine Hariton, Alison Hawkins,
Steve Horowitz, Robert McDonald and David Oppenheimer. Mr. Boal
will not stand for re-election when his term ends at the 2022
annual meeting. Mr. Krepsik will be nominated for election at the
2022 annual meeting in connection with his pending appointment as
CEO.
Formation of Strategic Board Committee
The Board has formed a new Strategic Board Committee to review
all aspects of the Company’s business, including its strategy,
financial plan and opportunities for growth and shareholder value
creation. The Committee will engage a financial advisor to assist
with its mandate. The Committee will make its recommendations to
the full Board following its review.
Interactions with Engaged Capital; Offer for Board
Appointment
Quotient regularly engages with its shareholders and members of
its Board and management have been actively interacting with
Engaged Capital, LLC and its affiliates for more than a year.
Quotient has received formal notice from Engaged Capital that it
intends to nominate two individuals, Christopher Hetrick, Director
of Research at Engaged Capital, and Matthew O’Grady, a former
executive of Nielsen, for election to the Quotient Board of
Directors at the Company’s next annual meeting.
Mr. O’Grady is known to Quotient executives given his previous
positions in the industry. Following a review of Mr. O’Grady’s
experience and background, the Quotient Board determined that Mr.
O’Grady’s experience is relevant and that he may be able to
contribute to the Board. Accordingly, the Board is extending an
offer for Mr. O’Grady to join the Board and the Strategic Board
Committee, subject to Engaged Capital withdrawing its nomination
notice.
Mr. McDonald continued, “Quotient has had multiple discussions
with Engaged Capital in an effort to avoid the expense and
unnecessary distraction of a contested director election. We have
shown our genuine willingness to find common ground, including
implementing many of the changes we are announcing today and
appointing Mr. O’Grady to the Board.”
The date of Quotient’s 2022 Annual Meeting has not yet been
announced, and the Board has not yet nominated or recommended its
slate of candidates for election. Shareholders are not required to
take any action regarding the Annual Meeting at this time.
About Matthew Krepsik
Mr. Krepsik, 40, has served as Chief Technology Officer for
Quotient since June 2021, leading the company’s strategy and
insights team, engineering, product management, business
development and media strategy business and enabling advertisers
and retailers to deliver high performing, data-driven marketing
strategies fueled by powerful insights into consumer purchase
behavior. Mr. Krepsik has also recently taken over the IT function
for Quotient. Prior to his promotion to Chief Technology Officer,
Mr. Krepsik served as Quotient’s Chief Analytics Officer from April
2021 through June 2021. Prior to joining Quotient, Mr. Krepsik
served for more than 15 years in various managerial roles at
Nielsen, where he led attribution, media planning and activation
products, most recently as Senior Vice President and General
Manager of Outcomes Products from 2019 to 2021, in which he led
Nielsen’s development and deployment of attribution, media planning
and activation products. Mr. Krepsik's other positions at Nielsen
included Global Head of Analytics Products (2016-2019), Executive
Director of Analytics Asia-Pacific, Middle East and Africa
(2012-2016), and Vice President, Analytics North America
(2006-2012). He also had an integral role in Nielsen’s strategic
review process, which culminated in the sale of its NielsenIQ
business to Advent International for $2.7 billion. Mr. Krepsik’s
academic career includes coursework at the London School of
Economics and Economics Bachelors and Master’s degrees from
Marshall and Miami University, respectively.
About Robert McDonald
Robert McDonald, 68, has served on our Board since November
2018. Mr. McDonald currently serves on boards of various companies
and organizations, private and public, non-profit and for-profit.
Mr. McDonald served as the U.S. Secretary of Veterans Affairs from
July 2014 until January 2017. Mr. McDonald was Chairman, and Chief
Executive Officer of Procter & Gamble Company from January 2010
until June 2013. Mr. McDonald joined Procter & Gamble in 1980
and served in various positions for that company. He was named
Procter & Gamble’s Vice Chairman, Global Operations in 2004;
Chief Operating Officer in 2007; President and Chief Executive
Officer in 2009; and Chairman of the Board in 2010. Mr. McDonald
currently serves on the board of directors of Audia Group since
2017, a private international plastics producer company, and West
Point Association of Graduates as Chairman since January 2022, a
private non-profit organization. From 2005 to July 2014 Mr.
McDonald served on the board of directors of Xerox Corporation, a
provider of document management solutions, and from January 2014 to
July 2014, Mr. McDonald served on the board of directors of United
States Steel Corporation, an integrated steel producer, both public
companies. From 2017 to 2021, Mr. McDonald served on the board of
directors of Partnership for Public Service, from 2018 to 2021,
served on the board of directors of Institute for Veterans and
Military Families, and from 2017 to 2022, served on the board of
directors as Chairman of RallyPoint Networks. Mr. McDonald
graduated from the United States Military Academy at West Point in
1975. He earned his M.B.A. from the University of Utah in 1978.
About Eric Higgs
Eric D. Higgs, 51, has more than two decades of leadership
experience overseeing marketing strategy development and product
execution in the consumer goods and retail industry. Since June
2020, Mr. Higgs has served as the Chief Executive Officer of the
Boys & Girls Clubs of Middle Tennessee, where he leads the
organization's strategic direction, oversight of organizational
operations, financials, programming, brand reputation and talent
recruitment. Prior to his role at the Boys & Girls Clubs of
Middle Tennessee, Mr. Higgs served in a number of roles with
increasing responsibility at Bridgestone Americas from May 2016 to
March 2020. He served as Senior Vice President, Marketing
Operations (April 2020 to May 2020), where he was responsible for
helping shape the future of Bridgestone Americas' tire and
solutions business and creating synergies between the marketing and
sales organizations. Prior to this, he served as President of
Bridgestone Americas’ Commercial Truck and Retread business
(September 2018 to March 2020). Prior to joining Bridgestone, he
spent approximately four years at Kimberly Clark from 2012 to 2016
and drove sales growth among two of its key businesses. Mr. Higgs
also spent over 18 years at Procter & Gamble from 1994 to 2012
leading marketing efforts and product launches for a number of
business lines. Mr. Higgs holds a B.S. in Chemical Engineering from
the University of Illinois and an M.B.A. from the Fuqua School of
Business at Duke University.
About Daniel Pumphrey
Daniel C. Pumphrey, 47, is a proven leader who is adept at
coaching and developing high performing technology and operations
teams. Mr. Pumphrey has held multiple positions at Nielsen over the
last 14 years, mostly recently serving as Senior Vice President –
Global Operations since January 2019, where he was accountable to
re-engineer processes and restructure teams to make the group more
efficient, scalable and timely in its deliveries. He was also
responsible for adding roughly $7 million to the business’s revenue
from international operations and facilitated expansion to France
by leading the acquisition of TVTY, a French measurement company,
and enhancing delivery speed by 11% and increased team efficiency
by 20% by restructuring the global operations team. Mr. Pumphrey
held numerous other positions at Nielsen, including Vice President
of Product, Technology & Operations – Analytics Practices
(2017-2019), Vice President of Technology – North American
Technologies (2014-2016), Director of Technology – Answers on
Demand (2012-2013) and Program Manager / Senior Program Manager
(2008-2011). Prior to Nielsen, Mr. Pumphrey held various roles at
CS Stars, LLC, including Manager of Client Services (2006-2008),
Senior Account Manager (2005-2006) and Account Manager (2003-2005).
Mr. Pumphrey holds a B.S. in Decision Sciences & Marketing from
Miami University.
About Quotient
Quotient (NYSE: QUOT) is the leading digital media and
promotions technology company for advertisers, retailers and
consumers. Our omnichannel platform is powered by exclusive
consumer spending data, location intelligence and purchase intent
data to reach millions of shoppers daily and deliver measurable,
incremental sales.
Quotient partners with leading advertisers and retailers,
including Clorox, Procter & Gamble, General Mills, Unilever,
CVS, Dollar General and Peapod Digital Labs, a company of Ahold
Delhaize USA. Quotient is headquartered in Salt Lake City, UT and
has offices in California, Cincinnati, New York, Bangalore, Paris,
London and Tel Aviv. For more information visit
www.quotient.com.
Quotient and the Quotient logo are trademarks or registered
trademarks of Quotient Technology Inc. and its subsidiaries in the
United States and other countries. Other marks are the property of
their respective owners.
Additional Information and Where to
Find It
The Company intends to file a proxy statement on Schedule 14A,
an accompanying WHITE proxy card and other relevant documents with
the Securities and Exchange Commission (“SEC”) in connection with
its solicitation of proxies from the Company’s stockholders for the
Company’s 2022 Annual Meeting of Stockholders (the “Annual
Meeting”). STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED
TO READ THE COMPANY’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Investors and stockholders may obtain a copy of the definitive
proxy statement, an accompanying WHITE proxy card, any amendments
or supplements to the definitive proxy statement and other
documents filed by the Company with the SEC at no charge at the
SEC’s website at www.sec.gov. Copies will also be available at no
charge in the “SEC Filings” section of the Company’s Investor
Relations website at https://investors.quotient.com or by
contacting the Company’s Investor Relations Department at
ir@quotient.com, as soon as reasonably practicable after such
materials are electronically filed with, or furnished to, the
SEC.
Certain Information Regarding
Participants to the Solicitation
The Company, its directors and certain of its executive officers
are participants in the solicitation of proxies from the Company’s
stockholders in connection with matters to be considered at the
Annual Meeting. Information regarding the direct and indirect
interests, by security holdings or otherwise, of the Company’s
directors and executive officers in the Company is included in the
Company’s Proxy Statement on Schedule 14A for its 2021 annual
meeting of stockholders, filed with the SEC on April 22, 2021, the
Company’s Annual Report on Form 10-K for the year ended December
31, 2022, filed with the SEC on March 1, 2022 and in the Company’s
Current Reports on Form 8-K filed with the SEC from time to time.
Changes to the direct or indirect interests of the Company’s
directors and executive officers are set forth in SEC filings on
Initial Statements of Beneficial Ownership on Form 3 or Statements
of Change in Ownership on Form 4. These documents are available
free of charge as described above. Updated information regarding
the identities of potential participants and their direct or
indirect interests, by security holdings or otherwise, in the
Company will be set forth in the Proxy Statement for the Annual
Meeting and other relevant documents to be filed with the SEC, if
and when they become available.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as
amended, Section 21E of the Securities Exchange Act of 1934, as
amended and the Private Securities Litigation Reform Act of 1995.
Forward-looking statements provide current expectations of future
events based on certain assumptions and include any statement that
does not directly relate to any historical or current fact. Actual
results may differ significantly from expectations due to various
risks and uncertainties including, but not limited to, the factors
described in the Risk Factors section of Quotient’s most recently
filed Annual Report on Form 10-K for the year ended December 31,
2021 filed with the SEC on March 1, 2022 and as from time to time
updated in Quotient’s Quarterly Reports on Form 10-Q. These
documents are available in the “SEC Filings” section of Quotient’s
Investor Relations website at https://investors.quotient.com. You
are cautioned not to place undue reliance on Quotient’s
forward-looking statements, which speak only as of the date of this
communication. Except as required by law, the Company undertakes no
obligation to update any forward-looking statement to reflect
events, new information or circumstances occurring after the date
of this communication.
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Investor Relations & Media: Eric Brielmann / Adam
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