13D weekly report - Mar 10, 2025 to Mar 14, 2025

Vision One Fund Criticizes Ingevity (NGVT) Board, Proposes Governance Changes and Strategic Shift

Key Summary: On February 25, 2025, Vision One Fund LP criticized Ingevity's Board for poor performance, proposed exiting the Performance Chemicals segment, and nominated four individuals for the Board to potentially raise the share price to $124.  On March 10, 2025, Vision One announced it would reduce its slate of nominees for the Annual Meeting from four to two, urging stockholders on March 14, 2025, to elect Julio C. Acero and F. David Segal to enhance the board. On July 25, 2022, William J. Slocum, a Partner at Inclusive Capital Partners (5.6%), was appointed as a member of the board of the company.  

Market Cap: $1.6 billion| Ingevity Corporation manufactures and sells specialty chemicals and activated carbon materials in North America, the Asia Pacific, Europe, the Middle East, Africa, and South America. 

Vision One Fund

On February 25, 2025, Vision One Fund LP issued a presentation regarding the company criticizing the current Board for poor capital allocation, ineffective leadership, and underperformance, which has led to significant financial losses and a decline in shareholder value. Vision One proposed new governance safeguards, such as appointing a Lead Independent Director, implementing director term limits, and enabling stockholders to call special meetings, believing these changes would improve oversight, accountability, and corporate strategy. The fund also suggested simplifying the company’s portfolio by exiting the Performance Chemicals segment and focusing on the Performance Materials segment, which it believes could unlock significant shareholder value, potentially raising the share price to $124. Additionally, Vision One nominated four individuals—Julio C. Acero, Courtney R. Mather, Dr. Merri J. Sanchez, and F. David Segal—for the Ingevity Board ahead of the annual shareholder meeting.

On March 6, 2025, Vision One Fund, LP issued a presentation regarding the company reiterating its concerns.

On March 10, 2025, Vision One notified the Company that it intended to reduce its slate of nominees for the Company’s Annual Meeting from four individuals to two individuals. 

On March 14, 2025, Vision One urges stockholders to elect Julio C. Acero and F. David Segal as directors to enhance the board. Source

Inclusive Capital Partners

On July 25, 2022, William J. Slocum, a Partner at Inclusive Capital Partners (5.6%), was appointed as a member of the board of the company. Source

Starboard Value reached agreement with Algonquin Power & Utilities (AQN)

Key Summary:  On July 6, 2023, Starboard (5.1%) proposed a sale of Algonquin's renewable business to reduce leverage and improve EPS. On March 21, 2024, it criticized the Board's performance and nominated new directors. After reaching an agreement on April 18, 2024, to add Brett Carter and Christopher Lopez, Starboard and the company agreed on March 13, 2025, to appoint Gavin T. Molinelli to the Board, pending FERC approval, and nominate him along with Carter and Lopez for election at the 2025 Annual Meeting.

Market Cap: $3.9 billion | Algonquin Power & Utilities Corp., a renewable energy and utility company, that provides energy and water solutions and services in North America and internationally. 

On July 6, 2023, Starboard (5.1%) delivered a letter to the company stating that a sale of the company's renewable business can help it reduce leverage and provide a safer dividend. Starboard suggests two key objectives: reducing leverage to industry-standard levels of around 5x gross leverage, with excess proceeds used for share repurchases to drive EPS growth, and improving EPS to align with peers, targeting an achievable EPS of 75 cents in FY 2025. By achieving these objectives, Algonquin can enhance its financial position, increase shareholder value, and bring its dividend payout ratio in line with industry standards. It stated that, "For example, if, following the sale of the Renewable Energy Group, Algonquin were to also sell its Water Utility and use the majority of the proceeds to repurchase shares, we believe that it could increase pro forma EPS to nearly 90 cents.

On October 17, 2023, Starboard delivered a presentation at the 2023 Capitalize for Kids Investors Conference highlighting value creation opportunities at the company. It stated its belief that the company is opportunistic even without a sale of renewables.

On March 21, 2024, Starboard delivered a letter to the Board outlining its concerns regarding the current Board of Directors' performance and its impact on the company's strategic direction. Despite some positive changes initiated by the company, such as a CEO change and strategic review, Starboard criticized certain board members for impeding progress and making value-destructive decisions. The letter highlighted the critical juncture Algonquin is facing, including the selection of the next CEO and the potential sale of its Renewable Energy Group. Starboard emphasized the need for fresh perspectives and shareholder-focused directors to evaluate strategic options effectively. As a result, Starboard has nominated a slate of director candidates including Brett C. Carter, Christopher Lopez, and Robert A. Schriesheim for election to the Board at the 2024 AGM. Source

On April 18, 2024, Starboard reached an agreement with the company and pursuant to it,  the Board size would increase, Brett C. Carter would join as a director, and Christopher Lopez would be nominated for election. The company also agreed to appoint New Directors to key committees and to certain voting arrangements. Starboard withdrew its director nominations and agreed to vote in accordance with the Board's recommendations.

On March 13, 2025, Starboard Value reached an agreement with the company to appoint Gavin T. Molinelli (the "New Director") to the Board, pending approval by the Federal Energy Regulatory Commission (FERC), or an alternative nominee selected by Starboard. The company also agreed to nominate the New Director, along with Brett Carter and Christopher Lopez, for election at the 2025 Annual Meeting, with their term expiring at the 2026 Annual Meeting.

Deep Track Capital Submits Director Nominations for Dynavax Technologies Corporation's  (DVAX)  2025 Annual Meeting

Key Summary: On September 16, 2024, Deep Track Capital (9.6%) announced plans to discuss the company’s performance, governance, and cash usage with management. On February 18, 2025, Deep Track (13.5%) submitted a notice to propose a stockholder proposal and nominate Brett A. Erkman, Jeffrey S. Farrow, Michael Mullette, and Donald J. Santel for election as directors at the 2025 Annual Meeting.

Market Cap: $1.7 billion| Dynavax Technologies Corporation, a commercial stage biopharmaceutical company, focuses on developing and commercializing vaccines in the United States. 

On September 16, 2024, Deep Track Capital (9.6%) announced its intention to discuss with the management and board several issues, including the company's performance, business operations, strategic opportunities, governance (particularly Board composition), and the optimal use of excess cash. Source

On February 18, 2025, Deep Track Capital (13.5%) submitted a formal notice under the company's Bylaws to propose a stockholder proposal and nominate directors for the 2025 Annual Meeting. The notice includes the intention to nominate Brett A. Erkman, Jeffrey S. Farrow, Michael Mullette, and Donald J. Santel as director nominees. Source

On March 10, 2025, Deep Track Capital sent a letter to the Board criticizing its capital allocation strategy and governance, particularly regarding its recent issuance of expensive convertible notes. Deep Track reiterated its nomination of four highly qualified candidates for the 2025 Annual Meeting, clarifying that its goal is not to take control but to ensure better shareholder representation.

JANA Announces Nominee Agreements for 2025 Annual Meeting of Rapid7, Inc (RPD)

Key Summary: On September 27, 2024, JANA Partners and Cannae Holdings disclosed a 6.4% stake and reported discussions with the Board and management about operational issues, governance, and a potential company sale. On March 11, 2025, JANA (5.8%) signed Nominee Agreements with Michael Joseph Burns and Chad Kinzelberg, who agreed to join JANA's slate of nominees for election as directors at the 2025 Annual Meeting.

Market Cap: $1.7 billion| Rapid7, Inc. provides cybersecurity solutions under the Rapid7, Nexpose, and Metasploit brand names. 

On September 27, 2024, JANA Partners and Cannae Holdings disclosed 6.4% and stated that they had engaged in constructive discussions with the Board and management regarding operational challenges, management and compensation issues, corporate governance, evaluating the potential sale of the company. Source

On March 11, 2025, JANA (5.8%) entered into Nominee Agreements with each of Michael Joseph Burns and Chad Kinzelberg pursuant to which each Nominee has agreed, upon the election of JANA, to become members of a slate of nominees and to stand for election as directors of the company at the 2025 Annual Meeting. Source

DOMA Perpetual Capital Management Nominate Director Candidates to Pacira BioSciences, Inc. (PCRX)

Key Summary: On March 14, 2025, DOMA Perpetual Capital Management announced the nomination of three director candidates, expressing concerns over the company's 76% decline in stock performance over the past decade and misaligned management compensation.

Market Cap: $1 billion | Pacira BioSciences, Inc. engages in the development, manufacture, marketing, distribution, and sale of non-opioid pain management and regenerative health solutions to healthcare practitioners in the United States. 

On December 11, 2024,  DOMA Perpetual Capital Management (4.14%) announced its intent to nominate four independent director candidates at the 2025 annual meeting. DOMA expressed confidence in Pacira’s intellectual property and criticized the stock as significantly undervalued. It urged the company to initiate a tender offer for 10 million shares using cash on hand and execute its approved $150 million buyback program supported by strong free cash flow. Source

On March 14, 2025, DOMA Perpetual Capital Management announced the nomination of three director candidates citing concerns over company's poor stock performance (down 76% in the last decade) and misaligned management compensation. Source

Kent Lake Partners nominated Board candidates to Quanterix (QTRX)

Key Summary: On February 13, 2025, Kent Lake Partners opposed Quanterix's proposed acquisition of Akoya Biosciences, stating it is not in stockholders' best interests. On February 28, 2025, Kent Lake Partners (6.9%) delivered a letter to the company nominating a slate of three director candidates

Market Cap: $376 million | Quanterix Corporation, a life sciences company, engages in development and marketing of digital immunoassay platforms.

On February 13, 2025, Kent Lake Partners delivered a letter to stockholders, expressing its belief that Quanterix's proposed acquisition of Akoya Biosciences, Inc. is not in the best interests of stockholders. Kent Lake Partners stated that if the Quanterix Board proceeds with the merger, it is prepared to take decisive action, including mobilizing shareholders to vote against the deal and nominating directors for the Quanterix Board at the 2025 Annual Meeting.

On February 28, 2025, Kent Lake Partners (6.9%) delivered a letter to the company nominating a slate of three director candidates, Dr. Dickinson, Mr. Felt and Dr. Sakul, for election to the Board at the 2025 annual meeting of stockholders. The firm criticizes the incumbent Board for approving and pursuing a dilutive merger with Akoya Biosciences, which Kent Lake believes risks capital misallocation and distracts from Quanterix's core growth opportunities, especially in Alzheimer's testing. Kent Lake urges shareholders to vote against the merger and elect its nominees to ensure financial discipline, accountability, and a focus on organic growth to unlock long-term value. Source

On March 11, 2025, Kent Lake Partners issued the following press release and Investor Presentation. The presentation highlighted concerns over Quanterix bidding against itself for Akoya, unnecessary risks from Akoya’s financial instability, and potential conflicts within Quanterix's board. Kent Lake urged shareholders to vote against the merger, emphasizing the company’s strong standalone potential, particularly in Alzheimer’s diagnostics, and has nominated three independent board candidates for the 2025 Annual Meeting.

Gate City Capital nominates four directors to Saga Communications (SGA)

Key Summary: On January 25, 2025, Gate City Capital expressed concerns over Saga's financial performance and digital strategy, urging cost cuts, board refreshment, and shareholder-focused actions. On February 10, 2025, Gate City announced its intent to nominate four directors for Saga's 2025 Annual Meeting. Negotiations to appoint one of these nominees concluded without agreement on March 4, 2025. On April 7, 2023, the board recommended that Michael W. Schechter be elected to the Board at the company’s upcoming annual meeting. On March 13, 2025, Gate City Capital Management sent a Notice Letter to the company announcing its intention to nominate four directors

Market Cap: $75 million | Saga Communications, Inc., a broadcast company, acquires, develops, and operates broadcast properties in the United States. 

Gate City Capital Management

On January 25, 2025, Michael Melby, Founder and Portfolio Manager of Gate City Capital Management, LLC, wrote to Warren Lada, Chairman of the Board expressing concern over the company's recent financial performance and declining stock price. Gate City, owning 13.8% of Saga's common stock, criticized the increase in expenses related to Saga's digital strategy, citing inadequate ROI assessment and turnover issues among digital employees and partners. They urged Saga to reduce digital spending, implement cost-cutting measures, refresh the board, align management incentives with shareholder value, repurchase shares aggressively, and halt acquisitions until profitability improves. Melby expressed readiness to collaborate on these initiatives to enhance shareholder value. Source

On February 10, 2025, Gate City Capital Management, LLC, notified Saga Communications, Inc.'s Corporate Secretary of its intent to nominate four individuals—Michael T. Melby, Nicholas J. Bodnar, Ryan A. Hornaday, and Christopher T. Young—for election to Saga's Board of Directors at the 2025 Annual Meeting. Source

On March 4, 2025, subsequent negotiations between Gate City and Saga to appoint one of Gate City’s nominees to the Board concluded without an agreement. Source

On March 13, 2025, Gate City Capital Management sent a Notice Letter to the company announcing its intention to nominate four directors—Michael T. Melby, Nicholas J. Bodnar, Ryan A. Hornaday, and Christopher T. Young—for election at the 2025 Annual Meeting. Gate City requested that these nominees be included in Saga's proxy statement. Additionally, Gate City may seek to inspect company's books and records under Florida law to communicate with other shareholders and gather further information for its proxy solicitation. Source

TowerView

On April 7, 2023, the board recommended that Michael W. Schechter be elected to the Board at the company’s upcoming annual meeting.  Mr. Schechter is a non-controlling member of TowerView LLC (19%) Source

Ned L. Sherwood submitted a slate of five director nominees to Barnwell Industries' (BRN)

Key Summary:  On January 27, 2021, Barnwell settled with MRMP to re-nominate board representatives. MRMP planned a proxy contest in 2022, and in January 2023, Barnwell agreed to nominate new directors. On January 21, 2025, MRMP terminated the agreement due to a breach and plans to file a proxy statement for new board nominations. On January 28, 2025, Ned L. Sherwood (30%) condemned the company’s shareholder rights plan as a move to protect ineffective management and the Kinzler/Grossman family's interests. On February 14, 2025, Ned L. Sherwood submitted a slate of five director nominees for consideration at the company's 2025 Annual Meeting

Market Cap: $14 million | Barnwell Industries, Inc. operates in four segments namely Oil and Natural Gas Segment, Land Investment Segment, Contract Drilling Segment and Residential Real Estate Segment

·         On January 27, 2021, Barnwell entered into a settlement agreement with the shareholder group consisting of MRMP-Managers LLC, NLS Advisory Group, Inc., Ned L. Sherwood, and Bradley M. Tirpak. Pursuant to it, the company would re-nominate MRMP-Managers’ three representatives to the board at 2021 AGM.

·         With respect to the annual meeting of shareholders of the Company scheduled to be held on May 6, 2022, ISS and Glass, Lewis have each recommended that shareholders vote against the Company’s Proposal No. 4, the proposal to amend the Company’s certificate of incorporation to authorize blank-check preferred stock. Pursuant to the Cooperation and Support Agreement dated January 27, 2021 with the Company, as a result of the adverse recommendations released by ISS and Glass Lewis, Mr. Sherwood (18.3%) will vote his shares against the Company’s Proposal No. 4. Source

·         At the AGM held on May 6, 2022, the amendment to the Company’s certificate of incorporation to authorize blank-check preferred stock was not approved.

·         On October 27, 2022, MRMP-Managers LLC (20.1%) has announced that it plans to run a proxy contest for full board control at the company at its 2023 AGM. Ned L. Sherwood of MRMP commented:  "We believe change is long overdue at Barnwell.  We have grown tired of poison pills, millions of dollars spent on anti-takeover lawyers, and constant roadblocks placed in the way of success for the company.  We plan to refocus Barnwell on making profits for shareholders instead of preserving jobs for the CEO and the board.  We are confident that we can leave a better legacy than CEO Kinzler’s $42 million in net operating losses.” Source

·         On January 21, 2023, Barnwell entered into a settlement agreement with the shareholder group consisting of MRMP-Managers LLC and Ned L. Sherwood (together 19.6%) and pursuant to it,  the Company agreed to nominate Messrs. Woodrum, Grossman and Kinzler, along with two new independent directors, Joshua Horowitz and Laurance Narbut, for election to the Board  AGM and 2024 AGM.  

·         On January 21, 2025, MRMP-Managers LLC, the Ned L. Sherwood Revocable Trust, and Ned L. Sherwood terminated their Cooperation and Support Agreement with Barnwell Industries due to a material breach by the Company involving a "Special Committee" that overstepped its authority. As a result, the shareholder group is free to purchase additional shares and plan to file a proxy statement to nominate directors at the next annual meeting if the Company rejects their proposals. Sherwood, frustrated by excessive compensation to management and resistance from the board, is now proposing a new slate of five directors to focus on value-building and fair treatment for all shareholders while removing Kinzler, Grossman, and their associates. Source

·         On January 28, 2025, Ned L. Sherwood (30%) condemned the company’s shareholder rights plan as a move to protect ineffective management and the Kinzler/Grossman family's interests. He criticized excessive legal fees and executive compensation, especially amid poor performance. Sherwood urged shareholders to support his efforts for change, stating he had backing from at least 40% of shares and called for both sides to use personal funds for any legal battles. Source

·         On February 5, 2025, Ned L. Sherwood, addressing shareholders, responded to inquiries regarding recent company actions and expenditures. He highlighted concerns over an $18 million company retaining Skadden Arps for a proxy fight, questioned the rationale behind a newly formed "Special Committee," and urged for the prompt scheduling of the 2025 Annual Meeting to mitigate unnecessary expenses. Source

·         On February 14, 2025, Ned L. Sherwood (30%) submitted a slate of five director nominees for consideration at the company's 2025 Annual Meeting, following unsuccessful attempts to agree on a board slate. The company reported a quarterly loss of $1.9 million or $0.19 per share, underscoring the urgency to elect his slate for a turnaround. The nominees, selected for their expertise in finance, oil and gas, mergers and acquisitions, investment, and private equity, aim to enhance shareholder value by optimizing oil assets, leveraging tax loss carryforwards, and reducing overhead costs. Source

·         On March 14, 2025, Ned L. Sherwood sent a letter to shareholders soliciting consent to replace the current board. The Sherwood Group claims that the current board's leadership has resulted in a 53.5% decline in BRN’s share price since 2002, arguing that their proposed board members, with over 172 years of collective experience, are better equipped to turn the company around. They urge shareholders to support the new slate by signing and returning the enclosed BLUE consent card.

Stadium Capital Management withdrew its nomination at  Sleep Number Corporation (SNBR)

Key Summary: Stadium Capital Management, holding 8.5% as of August 2023, expressed concerns over the company's long-term underperformance and the need for shareholder representation on the Board to improve governance and operations. By September, the firm criticized the Board for poor shareholder returns, capital allocation, and management oversight, requesting a meeting to discuss changes. Following a cooperating agreement in November 2023, the company added two new directors to its Board. Despite recent changes, Stadium Capital, now holding 11%, remains concerned about performance and plans to engage further on the need for additional reforms. On December 2, 2024, Stadium Capital Management nominated four candidates for election to the Board at the 2025 Annual Meeting. On March 13, 2025, the company and Stadium Capital Management entered into an agreement. As per the agreement, Stadium Capital withdrew its notice to nominate candidates for the 2025 Annual Meeting

Market Cap: $164 million| Sleep Number Corporation, together with its subsidiaries, offers sleep solutions and services in the United States.

On August 25, 2023, Stadium Capital Management (8.5%) stated that it is concerned with the company’s long-term underperformance and believe shareholder representation on the Board is needed to drive improvements to the governance, capital allocation and operations. Stadium Capital stated that it is  engaging in discussions with the Board and management regarding the composition of the Board and opportunities to enhance shareholder value. Source

On September 13, 2023, Stadium Capital Management (9%) issued a letter and press release to the Board requesting a meeting with the independent directors to discuss the urgent need for shareholder-driven Board change. In the letter, Stadium Capital asserted that the Board has presided over abysmal shareholder returns, egregious capital allocation, poor corporate governance practices and questionable compensation decisions. Stadium Capital also expressed its views that the Board’s ineffective oversight has enabled management to let costs run out-of-control in pursuit of its wellness technology strategy. It has also expressed disappointment with the Board’s rejection of a good faith offer to collaborate on director refreshment, including adding its representative to the board.

Valuation insight

"Sleep Number spends 2x on R&D relative to Tempur Sealy even though Tempur Sealy generates, by our estimates, roughly 4x the retail sales of Sleep Number. Yet, based on our research, if Sleep Number spent proportionally the same amount on R&D as Tempur Sealy does, Sleep Number’s 2023 expected EPS would double."

On November 7, 2023, Stadium Capital Management entered into a cooperating agreement with the company and pursuant to it, the company agreed to add Stephen Macadam and Hilary Schneider (the “New Directors”) to its Board. Source

On October 30, 2024, the company announced Board and corporate governance changes.

On November 4, 2024, Stadium Capital Management (11%) expressed concerns about the company's long-term performance despite recent leadership and governance changes. The firm intends to engage with the company and other stakeholders to evaluate the need for further changes. Source

On November 25, 2024, Stadium Capital Management issued a press release and open letter to the  shareholders. In the November 25^th Letter, Stadium Capital expressed their views regarding the company’s need for a reconstituted Board and independent CEO search process. Stadium Capital also called on the company to collaborate with them to add new directors to the Board, appoint an Executive Chairman and ensure a wholly independent CEO search process to identify the company’s next leader. Stadium Capital concluded the Letter by making clear that they intend to nominate several exceptionally qualified directors for election at the 2025 AGM if the Board remains unwilling to engage constructively with them on changes they believe are necessary to unlock value at the company.

On December 2, 2024, Stadium Capital Management nominated Kevin Baker, Patrick A. Hopf, Jeffrey T. Jackson, and Jessica M. Prager for election to the Board at the 2025 Annual Meeting. Stadium Capital also issued a press release supporting the Nominees, emphasizing their experience in capital allocation, product innovation, and turnarounds. Stadium Capital urged the company to collaborate on Board refreshment and an independent CEO search, but stated it would leave the decision to shareholders if the Board does not cooperate. Source

On December 19, 2024, Stadium Capital issued an open letter to the shareholders outlining a plan to improve governance, strengthen leadership, and reset the CEO search process

On March 13, 2025, the company and Stadium Capital Management entered into an agreement. As per the agreement, Stadium Capital withdrew its notice to nominate candidates for the 2025 Annual Meeting, and Michael J. Harrison, Shelly R. Ibach, and Barbara R. Matas will not seek re-election. The only nominees for election will be Linda Findley, Deborah L. Kilpatrick, and Hilary A. Schneider. Additionally, Stephen L. Gulis, Jr. and Brenda J. Lauderback will resign by 2026, and the Board size will be reduced over time. Stadium Capital agreed to vote in favor of the new nominees. Source