Three familiar names join Healthways proxy fight

Hedge fund nominates ex-Caremark and VU execs, rejects board offer that included two seats and strategy review committee

Activist hedge fund North Tide Capital has recruited the former boss of Caremark Rx and a prominent health care thinker to help it overhaul the leadership and strategy at wellness services provider Healthways.

North Tide manager Conan Laughlin on Friday afternoon said he is nominating Mac Crawford and Paul Keckley along with former Caremark exec Brad Karro and himself to the board as a way to "usher in a new era of shareholder value creation at Healthways." North Tide owns 11 percent of the Franklin-based company and since last fall has been pushing for big changes, including the removal of CEO Ben Leedle.

Crawford ran Caremark from 1998 to 2007, relocating the company to Nashville from Birmingham and growing its revenues to $2 billion to $23 billion before selling to CVS in 2007. Since then, he has launched a management consulting firm and in 2010 launched a turnaround investing venture with noted Wall Street financier Wilbur Ross.

Keckley is a former Vanderbilt University Medical Center executive who from 2006 to 2013 led the Deloitte Center for Health Solutions in Washington, D.C. An expert on health care systems and reform, he last year launched The Keckley Report online, where he "simplifies the world of health policy so you don't have to."

Karro worked with Crawford at Caremark and his since the company's sale led health care investment and restructuring firm Hillcote Advisors. He also was a charter member of the e-Health Advisory Council launched by Gov. Phil Bredesen in mid-2006. (Check out the candidates' full biographies here.)

"Mr. Cigarran's resignation points to a dysfunctional board environment in desperate need of shareholder intervention," Laughlin wrote today to Healthways' board. "And yet, instead of receiving Mr. Cigarran's resignation letter as a final wake-up call, you have further entrenched yourselves in support of the status quo, and in so doing have put  your own interests ahead of those of your shareholders. As the Company's second largest shareholder, we find your inaction to be inexcusable and tantamount to a total disregard of your fiduciary duties."

In nominating his slate, Laughlin has rejected a proposal by Healthways that would have expanded the company's board to 12 — it recently shrank to 10 when co-founder Tom Cigarran resigned — and given North Tide the right to nominate two independent candidates this spring. The company would then also nominate two of three remaining directors up for re-election and work with Laughlin to find a fifth candidate. On top of that, the Healthways board said it would create a committee — that would include a North Tide representative — "for the purpose of assisting management and the Board in reviewing and refining Healthways’ long-term strategy."

The last point would have been quite a concession, since it is the first time the board has said it would consider tweaking Healthways' strategy. Even when Cigarran walked away, the company's directors said they fully backed Leedle's strategies.

"We believe our proposal is a constructive attempt to avoid a proxy contest," said Healthways Chairman John Ballantine in a statement. "We regret that North Tide rejected this proposal and has instead chosen to pursue its own agenda."

But Laughlin on Friday said Healthways' proposals are "woefully inadequate and appear to have been designed to preserve the unacceptable status quo while giving the illusion that the Board is open to change."

Shares of Healthways (Ticker: HWAY) took a hit Friday afternoon on the news that a proxy fight will materialize. At about 2:40 p.m., they were off more than 3 percent to $15.06. They have climbed almost 10 percent over the past three months.