The saga isn’t over.
Ten former directors at Gildan Activewear (PPAI 250187, Platinum) – the No. 10 supplier in the PPAI 100 – have sued the company for $25.6 million, The Globe and Mail reported.
Former Gildan chair Donald Berg and nine other ex-directors allege that the Montreal-based apparel firm failed to pay them deferred compensation following their mass resignations in May 2024.
- The claims range from a $5.7 million payment for Berg, who reportedly served on the board for nine years, to a $221,461 claim for Sharon Driscoll, who reportedly served for six months.
The lawsuit alleges the plaintiffs haven’t been paid because of “the investigation of certain questions surrounding the board of directors and the decisions it made during the course of the CEO succession.”
Proxy Fight
This is the latest chapter in Gildan’s leadership struggle, which began when co-founder Glenn Chamandy was ousted as CEO in December 2023 and immediately went public with his disagreement with the decision, claiming a misaligned vision with other board members, and describing his termination as without cause.
A revolt led by five institutional investment firms, including Browning West, began almost immediately.
- Vince Tyra, previously the chief executive of alphabroder predecessor Broder Bros. and Fruit of the Loom, took over at the beginning of 2024. Meanwhile, the company’s board continued its war of words with Chamandy.
- Gildan also pushed back on Browning West, alleging that a large purchase of company stock by the company violated antitrust laws.
- In March 2024, Browning West sued Gildan and its board in Quebec to ensure that the company’s annual shareholder meeting continue as scheduled and with the oversight of an independent chair.
The spat took a tabloid turn when Gildan’s board was accused of failing to perform its due diligence before naming Tyra to replace Chamandy. The New York Post reported that Tyra had recently hired to Gildan a senior leader with whom he held a romantic relationship while she was his direct report at Broder Bros. more than two decades ago.
One week later, Gildan announced that it was mulling acquisition offers. In April 2024, five board directors including then-chair Berg were replaced with new appointees.
A few days before the shareholder meeting, the entire board of directors, along with Tyra, resigned. Chamandy was reappointed CEO and Browning West’s eight-person slate of new board members was approved.
- The outgoing board has also ceased discussions regarding a previously announced sale process, the statement said.
Financial Results
Despite the leadership tug-of-war, Gildan reported a 2% increase of net sales to $3.271 billion for 2024. However, net earnings for the full year declined about 25% from $533.6 million in 2023 to $400.9 million in 2024.
- Gildan’s activewear division, which includes branded merchandise, increased sales by 6% in 2024 to $2.831 billion.
- Sales in the hosiery and underwear category were down 17% compared to 2023, “mainly reflecting the phase out of the Under Armour business, less favorable mix and broader market weakness in the underwear category.”
- The Montreal-based company generated gross profit of $1.004 billion, up $124 million from 2023.
- Selling, general and administrative (SG&A) expenses rose $60 million largely due to the proxy fight.
“This past year has been a testament to the collective strength and dedication of our global team, the loyalty of our customers and the ongoing support and trust of our shareholders,” Chamandy said last month.