greg sandfort

Greg Sandfort

The board of footwear retailer Genesco is getting a major facelift through the addition of three members — including a former CEO of Tractor Supply — and the pending retirement of two directors who have held their seats since 2003 and 1996.

Genesco directors on Friday said they have added to their ranks Greg Sandfort, who led Tractor Supply from May 2016 until early last year, as well as former Deckers Brands Chairman and CEO Angel Martinez and Valvoline and former DSW CFO Mary Meixelsperger. In turn, former BellSouth/AT&T regional leader Marty Dickens and former Tuesday Morning CEO Kathleen Mason will retire from their seats at the start of the company’s (not yet scheduled but penciled in or July) annual shareholders’ meeting.

“Genesco is committed to maintaining a highly engaged, independent Board, and we regularly evaluate Board composition to ensure it reflects the right mix of skills and experience to help support the Company's future direction and continued growth,” Matthew Diamond, the board’s lead independent director, said in a statement. “Since last fall, we have intensified our board development process and have been considering and evaluating potential candidates, including John Lambros whom we added to the Board in October.”

Word of the broad refresh, which will grow Genesco’s board to nine members, comes about five weeks after investment firm Legion Partners Asset Management proposed a slate of seven candidates to replace the entire Genesco board bar CEO Mimi Vaughn. The managers of Legion, who control nearly 6 percent of Genesco’s stock, say the company needs new strategic ideas and should sell off certain divisions.

Vaughn and her fellow board members on Friday said their latest moves are part of an ongoing board refreshment program and will result in a group with an average tenure of five years. They also said Legion’s director candidates “lack the relevant skills, experience, track records and leadership” to be added to Genesco’s board and noted, as they have before, that Legion has passed on chances to be part of the board refreshment and declined to make available its director candidates for interviews.

Genesco’s board changes are unlikely to mollify Legion: Last month, Managing Directors Chris Kiper and Ted White called out the retailer’s directors for pushing back the company’s annual meeting — typically, it takes place in late June but the board said it needed more time to digest Legion’s proposals — and said they had “demonstrated a flagrant disregard for corporate democracy and honest shareholder engagement” in doing so.

Genesco shares (Ticker: GCO) were up 1.5 percent to $53.72 Friday afternoon. Year to date, they have nearly doubled, growing the company’s market capitalization to more than $800 million.

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