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TN Directors Considered Asking Mason To Resign; Chairman-CEO Instead Got Employment Contract, A First For The Agency

By Published on .

The board of True North Communications considered asking Chairman-CEO Bruce Mason to step down at a special meeting in June, Advertising Age has learned.

Mr. Mason, 56, has since been awarded some measure of job security in the form of a pending employment contract, the first ever granted by True North. The length of the contract could not be determined.

PRESSURE FROM THE BOARD

While True North has been struggling with a stagnant stock price and low margins (AA, Aug. 12), details from the meeting provide the first glimpse of how much pressure the board has put on Mr. Mason.

Although Mr. Mason's responsibilities were curtailed as a result of that meeting, the board ultimately decided it could not afford to let him go.

That decision stemmed from concerns that Mr. Mason's departure would cause trouble with key clients, including S.C. Johnson & Son, True North's biggest worldwide account.

Additionally, True North's only obvious successor, Brendan Ryan, 53, was only recently promoted to chairman-CEO of FCB Advertising.

"I've got the full support and confidence of the board," Mr. Mason said last week. A spokesman confirmed that an employment contract is being finalized but didn't specify its length.

A FRACTIOUS GATHERING

Executives close to the board described the June meeting as fractious and at times acrimonious. Mr. Mason's resignation was one of several options considered as the board addressed its frustration with True North's troubled relationship with joint venture partner Publicis Communication, Paris. While Mr. Mason kept his titles, he gave up responsibility for Publicis, a shift formally announced two weeks later.

Two board members said to have been among those seeking Mr. Mason's ouster, Jack Balousek and Craig Wiggins, were stripped of their responsibilities soon after the meeting. Mr. Balousek had been chairman-CEO, TN Technologies, and Mr. Wiggins, the board's vice chairman, had been responsible for mergers and acquisitions. However, both men remain on the board and attended a regular quarterly meeting last week in New York.

INVESTORS DISAPPOINTED

Despite signs of growth in 1996, including several big new-business wins and aggressive development of interactive marketing capabilities, True North has disappointed investors. Its stock rose sharply in the spring to nearly $28 per share on news that it was preparing to spin off TN Technologies through an initial public offering, but since has fallen to about $20, the same level as two years ago.

CONCERNS OVER PUBLICIS

Of most concern to investors is the Publicis relationship. A global strategic alliance between the two holding companies expired in February, casting doubts on the future of both companies, each of which owns a large stake in the other.

Negotiations to renew the alliance have continued since February, but they have been difficult. Mr. Mason's frequent clashes with Maurice Levy, Publicis chairman-CEO, are considered part of the problem-and one of the reasons the board called the special June meeting.

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