Groupon Makes Changes to Its BOD – Analysis

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Groupon Makes Changes to Its BOD - Analysis


On Monday, Groupon Inc. (NASDAQ: GRPN) announced that two of its board members had stepped down. This included Starbucks Chairman and CEO Howard Schultz, CEO of Starbucks Corporation (NASDAQ:SBUX) and Accel Partners’ Kevin Efrusy.

Schultz’s departure was effective immediately but for Efrusy he will not come up for re-election at Groupon’ annual June meeting.

The departures were said to be voluntary, according to All Things D, and the vacancies will be replaced by new directors with a different slant; they have fiscal oversight experience and could be described as dreadful “accounting types.”

Meet the new board members, according to Groupon’s press release: American Express’ CFO Daniel Henry and Deloitte LLP’s Vice Chairman Robert Bass. Henry will join the board immediately and both will serve on the company’s audit committee.

Groupon CEO Andrew said of Monday’s news, “Howard and Kevin helped guide us on our journey to becoming a public company and I want to thank them and acknowledge their contributions.”

Mason did not have any comments in the the release about the two new board members.

What does this really mean for Groupon?

Well, just last week, here at Valuemark we got a kick out of Evercore Partners upgrading the company.

But seriously, it’s a vital move for the company after the number of problems it has faced with its financial reporting. At the beginning of the month, news came out the Securities and Exchange Commission is currently reviewing Groupon’s fourth quarter financials. It was the second time for an agency review and the company’s reputation and stock price have taken a hit by this questionable arena.

The company’s board has supposedly not been involved in the problems but it looks like they may be now.

Change comes at a good time as Groupon’s stock has been trading at a low point. On Monday, it closed down 10.5 percent to $10.71. This decline also came in light of Schultz’s news. His association with the company was viewed as a positive but it’s not the first stock fall for the company this year.

The company now has a value of over $57 billion. It has lost 48 percent of its value in 2012 and since it went public in November, it is off 57 percent. And remember, it had been valued at more than $10 billion and seen as tech’s hottest start-up of 2011, according to All ThingsD’s Tricia Duryee.

But what’s more interesting is that its current market valuation is not much higher than the $6 billion offered for it by Google at the end of 2010.

The fall really shouldn’t come as too much of a surprise. The company’s growth was quick, jumping from 37 employees to 9,625 in two years. It expanded from five U.S. markets to 175 in North America. Don’t forget to also factor in the company’s global expansion.

Its acquisitions of 17 companies just in the last year, which included many international Groupon wannabes, is another contributing factor.

So who’s to blame?

Many point their fingers at Andrew Mason for the company’s problems. He has shaped and defined Groupon’s culture but  chief financial officer Jason Child and accounting Joe Del Preto have also played a part.

Child has been with the company since December 2010 after spending a decade at Amazon in various roles including VP of finance and director of investors relations. He also worked as a certified public accountant at Arthur Andersen.

Del Preto has been Groupon’s chief accounting officer for the last year and before then, he was its global controller for three months, according to Bloomberg. Before Groupon, his additional controller roles included stints at Echo Global Logistics and InnerWorkings; this is also where Mason worked as a computer programmer early in his career.

Compensation for the Top Executives

Also on Monday–but not really making a huge news splash–was the disclosure in a regulatory filing was the 2011 compensation for Groupon’s corporate executives. Mason reportedly had a compensation package of $7,943 last year, a drop from 2010’s $184,599. He is one the company’s largest shareholders at 7 percent, according to Bloomberg.

Former president and chief operating officer Mary Margaret Georgiadis, who has since left the company, had a $27.3 million payday. Jeffrey Holden, senior vice president of product management, had compensation of $13.6 million in 2011.

So what’s next for Groupon? Time will tell but the company will announce its first quarter earnings on May 14.


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