Less than two weeks after revealing it is being probed by the Federal Trade Commission (FTC), online marketing services company ValueClick this week announced a restructuring of its top brass.
The Westlake Village, CA. company said its former president of U.S. operations, Tom Vadnais, is now chief executive officer. Former ValueClick CEO James Zarley will stay with the company, becoming executive chairman of the board of directors. He will focus mainly on plotting the company’s strategic direction and the transition of its operations, said the company.
In a conference call, Zarley said the FTC investigation had nothing to do with the executive changes. He also said the selection of Vadnais as CEO is in no way related to the intense merger and acquisition activity in the online marketing industry.
"This is not something that's been a short-term process for Tom and I," said Zarley. "We discussed this and worked on it for at least a good year now, ever since Tom had taken over as president of U.S. operations... I plan on staying as a full-time employee so my status as a worker-bee is going to continue for whatever period of time Tom will have me around here."
ValueClick revealed the FTC investigation in a May 18 filing. It said the agency was probing the company's lead generation activities to see if they violate either the Federal Trade Commission Act or the CAN-SPAM Act. "Specifically, the FTC is investigating certain ValueClick Web sites which promise consumers a free gift of substantial value, and the manner in which the company drives traffic to such Web sites, in particular through e-mail," the company said.
ValueClick, which asserted its practices are "compliant with all current state and federal regulations," said it learned about the investigation in a May 16 letter from the FTC.
During the conference call, executives said they do not envision any other big management changes other than the probable hiring of a chief operating officer sometime this year. Zarley and Vadnais said the company will continue to investigate other companies for possible acquisition.
"I can tell you we are as aggressive a company right now as we've ever been," said Vadnais. He conceded that, because of the red-hot M&A environment, "some opportunities have gotten more pricey."
Zarley said some companies of interest to ValueClick are pushing hard for big dollars. "Yes, they do have much higher expectations," he said. "We try to get them over that during our first meeting and get them back to reality. There are plenty of companies out there that have interesting products that could further enhance us."
But there seem to be fewer opportunities when it comes to selling ValueClick.
"With our valuation and size, it puts us out of the ballpark for all but a few players," said Zarley. "The right thing to do is keep on running and driving our business and keep on building it. We think we have a lot of future left."
Vadnais said it might be beneficial to ValueClick's customers if the company resists acquisition offers. He suggested the ongoing consolidation of the industry might be forcing compromises of independence.
"The way I look at it, we are kind of the last one standing in terms of being an independent third-party partner," said the new CEO. "We had some people who aren't customers call us and say they'd like to talk to us because they are concerned with some of the combinations that have been set up."
Vadnais has been a member of the ValueClick’s board of directors since 2001 and also held a number of senior management roles within its Mediaplex technology and Commission Junction affiliate marketing businesses. He joined ValueClick through the company’s acquisition of
Mediaplex, where he was president, chief executive officer and a member of the board of
Vadnais' other business experience includes positions as president, CEO and a member of the board of directors of Data Processing Resources Corporation; president and CEO of Tascor; a member of Norrell's board of directors and a member of the board of directors of Traffic.com. He also held management positions during his 23 years at IBM.
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