Tiffany & Co. Board Gets an Overhaul

New York--Grappling with sliding sales and on the hunt for a new leader, Tiffany & Co. has struck a deal with activist investor Jana Partners LLC to appoint three new directors to its board.

Former Bulgari CEO Francesco Trapani joins Roger Farah and James Lillie on the board, which is expanding from 10 to 13. Their appointments will be effective no later than March 6.

Founded in 2001 by Barry Rosenstein, Jana Partners is an investment firm that sinks money into “companies undergoing or expected to undergo change.” Together with Trapani, they now own about 5 percent of Tiffany’s outstanding stock.

Trapani also is joining the search committee formed by the board to replace recently resigned CEO Frederic Cumenal, as well as the board’s nominating and corporate governance committee, Tiffany said.

Former Tiffany CEO and current board Chairman Michael Kowalski is acting as interim CEO while the jeweler searches for a permanent replacement for Cumenal.

Trapani, 59, spent 27 years at the helm of Bulgari, from 1984 until its acquisition by LVMH in 2011. When LVMH acquired the brand, he became chairman and CEO of LVMH’s watches and jewelry division.

Farah, 64, is the co-CEO and a board member of Tory Burch LLC, and he has more than 40 years of experience in the lifestyle products and retailing sectors.

Lillie, 55, is the former CEO of Jarden Corp., a consumer products company that owned brands like Yankee Candle, Sunbeam, Mr. Coffee and Coleman. He has more than 20 years of experience in consumer products.

Both Trapani and Lillie were at the head of their respective companies when they were acquired-- Trapani’s Bulgari by LVMH and Lillie’s Jarden Corp. by Newell Rubbermaid--reigniting talk that Tiffany could be the takeover target of a luxury conglomerate like LVMH, Kering or Richemont.

In the same press release announcing the additions to its board, Tiffany also said it now will be “limiting” waivers of the retirement age provisions in its governance documents.

This means that in accordance with the company’s mandatory retirement age (74), there will be one director who won’t stand for re-election this year and two who won’t in 2018.

Tiffany did not specify which board members would be retiring but, according to the company’s website, these are the three oldest board members: Peter May, 73; Charles Marquis, 73; and Gary Costley, 72.

Tiffany’s Vice President of Investor Relations Mark Aaron said he cannot say at this time if these