Here's a refresher: from the boys at VOCE -
But there were also real doubts raised about their qualifications and fitness to serve. Alere’s examination of Mr. Hartman’s tenure at Stryker, and his qualifications for Board service, was exacting and thusly summarized: “Senior executive experience mostly as a financial officer, with CEO operating experience limited to eight months as interim CEO, no public company board service.” And: “After 22-year track record with Stryker, and eight months as interim CEO, Stryker board passed over Hartman for full-time job in favor of another internal candidate with 18 months tenure at Stryker.”4
Yet that was only the beginning. Alere also said:
In addition, sources disclosed that Mr. Hartman was the subject of multiple allegations of sexual harassment during his tenure at Stryker and that these allegations were settled confidentially for substantial monetary payments. Specifically, we learned that three sexual harassment claims against Mr. Hartman were settled by Stryker, including one after he ceased to be interim CEO, and we believe that these events may have been a factor contributing to Mr. Hartman being passed over for the full-time CEO position.5
Alere didn’t just float these charges as a trial balloon, nor whisper them behind closed doors; it was confident enough to publish them in a press release and then file it with the SEC. Why would a sophisticated, publicly-traded company have made such salacious allegations which, if untrue, could be defamatory and could result in significant liability and punitive damages – unless it believed it had a firm basis for making these statements? Moreover, we note that Alere’s nominees included Mr. Hartman’s previous boss, former Stryker CEO Steve MacMillan, who would have been in possession of the facts supporting such allegations. Neither Coppersmith nor Mr. Hartman ever specifically refuted the charges leveled by Alere, and we understand Mr. Hartman never pursued legal action against Alere.6 We further note that a core member of ConMed’s current advisory team – the firm of Joele Frank, Wilkinson Brimmer Katcher – also represented Alere in the proxy contest against Coppersmith and placed their name at the bottom of the public communications which leveled the allegations to which we refer above.
In fact, Voce interviewed Mr. Hartman as a potential nominee for our slate of directors and passed him over for the role. Our decision was based on two factors. First, we were (and still are) troubled by the gravity, and specificity, of the unrebutted allegations that Alere raised against him. Second, Mr. Hartman, who has been unemployed since his termination from Stryker in October 2012, made clear to us that he was pursuing board seats as a source of income and was interested in being appointed as ConMed’s CEO if we were successful in electing directors. We felt it would be a conflict of interest to nominate a director whose personal agenda differed from that of the shareholders’; specifically, we feared that Mr. Hartman’s focus on long-term board service, and his hopes of landing a lucrative senior management role, might compromise his independent judgment in evaluating various strategic alternatives, including a potential sale of the Company, even if the latter might maximize shareholder value; and we were concerned that his evaluation of potential management changes might also be colored by his own desires or needs.
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But there were also real doubts raised about their qualifications and fitness to serve. Alere’s examination of Mr. Hartman’s tenure at Stryker, and his qualifications for Board service, was exacting and thusly summarized: “Senior executive experience mostly as a financial officer, with CEO operating experience limited to eight months as interim CEO, no public company board service.” And: “After 22-year track record with Stryker, and eight months as interim CEO, Stryker board passed over Hartman for full-time job in favor of another internal candidate with 18 months tenure at Stryker.”4
Yet that was only the beginning. Alere also said:
In addition, sources disclosed that Mr. Hartman was the subject of multiple allegations of sexual harassment during his tenure at Stryker and that these allegations were settled confidentially for substantial monetary payments. Specifically, we learned that three sexual harassment claims against Mr. Hartman were settled by Stryker, including one after he ceased to be interim CEO, and we believe that these events may have been a factor contributing to Mr. Hartman being passed over for the full-time CEO position.5
Alere didn’t just float these charges as a trial balloon, nor whisper them behind closed doors; it was confident enough to publish them in a press release and then file it with the SEC. Why would a sophisticated, publicly-traded company have made such salacious allegations which, if untrue, could be defamatory and could result in significant liability and punitive damages – unless it believed it had a firm basis for making these statements? Moreover, we note that Alere’s nominees included Mr. Hartman’s previous boss, former Stryker CEO Steve MacMillan, who would have been in possession of the facts supporting such allegations. Neither Coppersmith nor Mr. Hartman ever specifically refuted the charges leveled by Alere, and we understand Mr. Hartman never pursued legal action against Alere.6 We further note that a core member of ConMed’s current advisory team – the firm of Joele Frank, Wilkinson Brimmer Katcher – also represented Alere in the proxy contest against Coppersmith and placed their name at the bottom of the public communications which leveled the allegations to which we refer above.
In fact, Voce interviewed Mr. Hartman as a potential nominee for our slate of directors and passed him over for the role. Our decision was based on two factors. First, we were (and still are) troubled by the gravity, and specificity, of the unrebutted allegations that Alere raised against him. Second, Mr. Hartman, who has been unemployed since his termination from Stryker in October 2012, made clear to us that he was pursuing board seats as a source of income and was interested in being appointed as ConMed’s CEO if we were successful in electing directors. We felt it would be a conflict of interest to nominate a director whose personal agenda differed from that of the shareholders’; specifically, we feared that Mr. Hartman’s focus on long-term board service, and his hopes of landing a lucrative senior management role, might compromise his independent judgment in evaluating various strategic alternatives, including a potential sale of the Company, even if the latter might maximize shareholder value; and we were concerned that his evaluation of potential management changes might also be colored by his own desires or needs.
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