What Elliott Management's Board Shakeup Means for IPG

Meet the New Directors at the Agency Holding Company

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The board of directors at agency holding companies don't typically make much noise, but that may no longer be the case at Interpublic Group of Cos., which reached a settlement with activist investor and shareholder Elliott Management. The outcome was three new board members. To make room, two existing board members were replaced, increasing the total number of directors to 10 from nine.

The most significant outcome may be the formation of a finance committee that will focus on improving IPG's margins and advising on global financial strategies and transactions, according to a public filing. The five-person committee will include the three new directors. Elliott has a 6.9% stake in IPG as of Feb. 4.

An IPG regulatory filing indicated the settlement is a one-year agreement, meaning Elliott could launch a proxy fight to wrest majority control of the board in a year. But for now Elliott has high hopes for the trio. Meet the new independent directors:

Deborah Ellinger, Former Ceo of The Princeton Review
Financial buyers like private-equity firms often seek Ms. Ellinger out for her turnaround prowess, according to an industry insider. Prior to serving as CEO of the Princeton Review from 2012 until 2014.
She was president of Restoration Hardware earlier in 2009 just after it merged with a subsidiary of private-equity company Catterton Partners Corp. At the time, Restoration Hardware was grappling with a hostile takeover attempt by Sears Holdings Corp. and Ms. Ellinger had worked closely with Catterton.

Henry Miller, Chairman of Marblegate Asset Management
Described by a person close to him as a "restructuring expert" who should be in the "turnaround hall of fame," Mr. Miller is known for his firm's role in massive financial restructurings of Kmart in 2003 and Calpine Corp. in 2008, according to a 2011 Bloomberg story on his resignation from Miller Buckfire & Co. He was co-founder, chairman and managing director of the investment bank from 2002 to 2011 and CEO from 2002 to 2009. He left to join Marblegate Asset Management in 2009. He also sits on the board of American International Group.

Jonathan Miller, Partner at Advancit Capital
Mr. Miller brings digital-media-industry bonafides. He was News Corp.'s chief digital officer from 2009 to 2012. There he oversaw a number of digital-content initiatives, as well as technology and digital investments. Prior to joining News Corp., he was a founding partner of digital-media-investment firm Velocity Interactive Group. He served as CEO of AOL between 2002 and 2006. He's a board member at AMC Networks, Shutterstock, RTL Group and TripAdvisor.

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