NYT Co. Nominates Two Executives to Board

By: Jennifer Saba The New York Times Co. nominated two new directors to serve on its board choosing executives with backgrounds in technology and finance.

Robert Denham, a partner at the law firm Munger, Tolles & Olson, and Dawn Lepore, chairman and CEO of drugstore.com, have agreed to join the slate of directors.

Denham also served as chairman and CEO of the investment bank Salomon Inc. and is a member of the board of Chevron Corp., Wesco Financial Corp., Fomento Economico Mexicano, S.A.B. de C.V., and Alcatel-Lucent.

Lepore was vice chairman, technology, operations and administration for Charles Schwab. She is on the board of eBay and was a previous board member of Wal-Mart.

"We are delighted that these two exceptional individuals have agreed to be nominees for election by our shareholders," Arthur Sulzberger Jr., chairman of the New York Times Co., said in a statement. "The skills, expertise, and leadership qualities of these two nominees will greatly benefit our company during this time of tremendous change in the media world."

The company also announced that board members Brenda Barnes and James Kilts are not standing for re-election due to time constraints.

Barnes is chairman of Sara Lee Corp. and has served as board director at the Times since 1998. Kilts was elected in 2005 to the board and is a founding partner of Centerview Partners and the former vice chairman of Procter & Gamble.

Indeed, the Times company is undergoing extreme pressure thanks to a drop-off in advertising revenue, a harsh economic climate, and restive shareholders.

Earlier this month two hedge funds increased their stake in the company and signaled that it will put forth its own slate of nominees for election during the company's April 22 annual meeting.

Harbinger Capital Partners and Firebrand Partners are nominating Scott Galloway, Gregory Shove, Allen L. Morgan, and James Kohlberg as Class A directors.

In a letter to Sulzberger and Times CEO Janet Robinson Firebrand founder Galloway wrote that they believe their nominations are better suited to lead the company. "The current board, while impressive in stature, has not been effective in inspiring the requisite bold action this media environment demands," he wrote. "Our nominees bring deep expertise in capital allocation, Internet media and brand strategy."

Galloway is an associate professor at New York University's Stern School of Business where he teaches an MBA class on brand strategy. He is also the founder of Red Envelope, a dotcom gift retailer, and of the brand strategy firm Prophet.

The New York Times has two classes of stock, Class A and Class B. The Sulzberger/Ochs family controls 89% of Class B shares and 19% of Class A shares. Class A shareholders elect four directors to a 13-member board while Class B shareholders elect the remaining nine members.