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A. Schulman expands board and adds William Joyce as adviser

Materials maker A. Schulman Inc. has expanded its board of directors and has appointed plastics veteran William Joyce as senior adviser.

The appointments are part of an agreement with New York investors Cruiser Capital LLC and Kingdon Capital Management LLC, officials with Fairlawn, Ohio-based Schulman said in a Sept. 8 news release. Crusiser and Kingdon combined own almost 10 percent of Schulman common stock.

Joyce spent more than 40 years with Union Carbide Corp. and was the firm's CEO in 1999 when it was acquired by Dow Chemical Co. He holds an interest in Joyce Trusts, which owns more than 2.5 percent of Schulman common stock.

Joyce holds several patents in plastics production and at Union Carbide directed a unit that developed the Unipol polyethylene production process. In 1993, he was awarded the National Medal of Technology and Innovation for his role in revolutionizing plastics production. The American Institute of Chemical Engineers in 2008 named Joyce one of top 100 chemical engineers of the modern era.

After exiting Carbide, Joyce held management positions with chemical firms Hercules and Nalco. He now serves as chairman and CEO of Advanced Fusion Systems LLC, an electronics manufacturer in Newtown, Conn.

"I see incredible opportunity to improve the operations at A. Schulman," Joyce said in the release. "I'm excited to work with [Schulman CEO Joseph Gingo] and the board to help A. Schulman's talented workforce create better outcomes for associates, customers and shareholders.

"As a significant owner of A. Schulman's common stock, I am focused on ensuring that the company maximizes value for all shareholders," he added. Joyce will serve as senior adviser to the board and as an adviser to the company for a two-year term.

A. Schulman also is adding two new board members: manufacturing veteran Carol Eicher and chemical and financial pro Allen Spizzo.

Eicher's career of 30-plus years includes time spent at DuPont Co. and Dow, where she led the firm's $5 billion coatings and construction unit. She now serves as non-executive chairman of Innocor Inc., a polyurethane foam producer in Red Bank, N.J. Eicher previously was president and CEO of Innocor.

Spizzo is a board member at materials maker Ferro Corp. and previously served as chief financial officer at Hercules. He also works as an investment adviser and asset management trustee.

The additions of Eicher and Spizzo bring Schulman's board to 10 members. Spizzo will serve on the board's Audit, Finance, and Nominating and Corporate Governance Committees. Eicher will serve on the Compensation, Audit and Executive Committees. Both will stand for re-election to the board at Schulman's 2017 annual meeting.

"Carol, Allen and Bill each have a deep understanding of the global chemicals industry and we are excited that they will contribute their time, energy and experience to the A. Schulman Board," Gingo said in the release. "In particular, their collective industry knowledge will help support our planned leadership succession as it relates to our CEO search."

He added that the appointments "are in line with a number of important governance steps our board has taken over the past year to refine the company's focus and improve its execution of sustainable value creation for the benefit of our shareholders."

Cruiser Capital managing member Keith Rosenbloom said in the release that his firm invested in Schulman "because it is a resilient business in an industry with excellent long-term prospects." He added that Cruiser's "productive, collaborative dialogue with the A. Schulman team has reinforced our confidence in the Company."

Mark Kingdon — Kingdon Capital's founder and CEO — added that his firm "is pleased to reach this agreement and believe that these additions to the board and Bill's appointment as senior adviser represent a continuation of meaningful changes A. Schulman has taken to deliver attractive returns while positioning the Company for future success."

"Importantly, this collaboration demonstrated to us a willingness by management to be open to different opinions and ideas," he said. Cruiser and Kingdon also have agreed to vote in favor of the slate of nominees recommended by the board at the 2017 Annual Meeting.

Schulman has struggled financially recently and in July significantly lowered its adjusted net income range guidance for the year because of margin compression in Europe and some weakened operating results compared to earlier forecasts in other regions. Guidance for the 2017 fiscal year was lowered from $2.08-$2.18 per share to $1.60-$1.70.

Schulman officials have described fiscal 2017 as "a reset year," as the firm works to overcome financial shortfalls caused by its $800 million purchase of Citadel Plastics. Schulman is seeking damages from Citadel's former owners over faulty product data. Those issues led to the ouster of CEO Bernard Rzepka in late 2016 and to the return of Gingo, who had led the firm from 2008-2014.

Schulman posted sales of $2.5 billion for fiscal 2016. The firm ranks as a leading compounder and concentrates maker in both North America and Europe, and as one of Europe's leading resin distributors as well.

In the first nine months of fiscal 2017, Schulman's sales fell 4 percent to just over $1.8 billion, as profit fell 9 percent to $24.6 million.

On Wall Street, Schulman's per-share stock price began the year around $34 but was at $30.75 in late trading Sept. 11.

» Publication Date: 13/09/2017

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This project has received funding from the European Union Seventh Framework Programme (FP7/2007-2013) under grant agreement n° [609149].

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