Aramark has a new CEO, activist investor becomes vice chair of the board

Aramark Corp. on Monday named John J. Zillmer, an executive associated with an activist investor who controls 20% of the Philadelphia company, chief executive, replacing Eric Foss.

The food- and uniform-services giant whose shares climbed nearly 3% on the news, also announced a revamped board of directors, with the appointment of five new independent directors, all with consumer goods and food industry experience.

Zillmer had previously spent 18 years at Aramark, rising to be president of global food & support services before departing in 2004. After leaving Aramark, Zillmer, 64, served as CEO of Allied Waste Industries and Univar Solutions, a global chemical and ingredients distributor.

“I am extremely excited about the opportunity to rejoin Aramark at such a dynamic time in the company’s history,” Zillmer said in a news release. “I look forward to working closely with the board and the Aramark team to drive growth and value for our employees, customers, partners, and shareholders.”

Zillmer’s base salary is $1.3 million, compared to the $1.7 million Foss was collecting. The value of the new CEO’s initial equity package is expected to be $9.5 million.

Even though Zillmer left Aramark in 2004, he has maintained his residency in Philadelphia. Current and former Aramark employees who know Zillmer from his previous time at the company said they were pleased to have him back and confident that he would take the company in the right direction.

Paul C. Hilal, whose Mantle Ridge L.P. is Aramark’s largest shareholder, will be vice chairman. Hilal and Zillmer both serve on the board of CSX Corp., another of Hilal’s targets. Zillmer is non-executive chairman of CSX’s board. Zillmer also joined Aramark’s board, where Steve Sadove remains chairman.

The moves come six weeks after Foss abruptly retired from the Philadelphia company, shortly after activist investor Hilal disclosed that Mantle Ridge had acquired 9.8% of Aramark’s shares and additional interest that gives Mantle Ridge 20% of the company.

In addition to CSX, Hilal’s record of long-term activism includes stints on the boards of Air Products & Chemicals Inc. and Canadian Pacific Railway. He intervened in the latter two companies while he was a partner at Pershing Square Capital Management.

Hilal was on Canadian Pacific’s board from 2012 to 2016. During that time, the value of Pershing’s $1.4 billion Canadian Pacific investment climbed to nearly $4 billion, according to a 2016 article in the Journal of Applied Corporate Finance.

Hilal’s first step at all the companies he’s taken a role in is to replace the CEO with a veteran.

Zillmer led Allied Waste, a garbage-hauling company from May 2005 until Dec. 2008, when it was sold to Republic Services Inc. for more than $6 billion. His tenure at chemical distributor Univar from Oct. 2009 through Dec. 2012 included a bid to go public that was withdrawn.

The board and management changes at Aramark were made through a Stewardship Framework Agreement, a relatively new approach for institutional investors developed by the Investor Stewardship Group, according to Mary-Hunter McDonnell, a management professor at the University of Pennsylvania’s Wharton School.

This an example of an activist “buying into the ISG’s transparency value, just telling everyone through an 8-k what they are doing,” McDonnell said.

Zillmer’s arrival at Aramark at least partially fulfills the wish of Wall Street analysts at Nomura Instinet who in March called for an activist investor to push out Aramark’s then leadership, which has focused on improving profit margins but has failed to generate enough revenue growth to satisfy some investors.

Among the management missteps under Foss was the decision last year not to pay expected bonuses to thousands of managers because the company did not meet a profit target set by the board of directors, even though Foss touted record revenues and profitability for the year that ended in September.

Thousands of lower-level managers were furious at Foss because they were not told at the beginning of the fiscal year that a company-wide profit target would be a factor in their bonuses. At least three lawsuits have been filed by employees or former employees, two of them seeking class-action status, over the bonus cancellations.

Aramark employs about 274,400 people, including 14,000 in Pennsylvania and nearly 6,500 in the Philadelphia region.

The company’s shares are up nearly 40% since late May when Reuters first reported that Mantle Ridge had shown interest in Aramark. They closed Monday at $43.94, still short of a high of $45.99 reached early last year. Aramark’s latest run as a public company started in 2013.