PROXY Governance (PGI), an independent proxy advisory firm, has joined fellow advisor RiskMetrics Group in opposing two directors at CPI. PGI is recommending that shareholders withhold votes for directors Turner White and James Abel, who serve in key committee roles within the photography services provider.
PGI says that both White and Abel have exercised poor judgment in regards to potential conflicts of interest within the company as relate to a key independent director on the board. White, who chairs CPI’s compensation committee, and Abel, who chairs its nominating and governance committee, were responsible for the independent classification of Chairman David Meyer.
Said PGI, the “judgment seems seriously flawed. In declaring Meyer independent the board papered over the serious conflict of letting his business partner, [Michael] Koeneke, continue to sit on the Compensation Committee even as it negotiated Meyer’s contract. It also created the Kafka-esque reality in which Meyer has a role in approving both sides of the negotiation, making it substantially more difficult (and awkward) for a truly independent director to question the wisdom or the terms of the agreement.”
PGI goes on to question Meyer’s compensation figures, which total more than twice the amount paid to other directors in the company.
CPI manages and operates over 1,000 portrait studios around the country, including in-house businesses with Wal-Mart and Sears.