Glenbrook Questions the Unexplained and Abrupt Departure of Tejon CFO

Rhea-AI Summary

Glenbrook Capital Management, a significant shareholder of Tejon Ranch (NYSE: TRC) with over 300,000 shares, has raised concerns about the unexplained departure of CFO Brett A. Brown on July 11, 2025. The company only disclosed the separation through a Form 8-K filing without providing any context or explanation.

Glenbrook's Chairman, Grover Wickersham, highlighted Brown's valuable contributions, including securing a favorable Farm Credit loan and improving financial disclosures. The investment firm is demanding transparency regarding the departure and urging independent directors to implement PFS Trust's shareholder proposal, which received 49.3% support and would allow shareholders with a combined 10% ownership to call special meetings.

Positive

• None.

Negative

• Abrupt and unexplained departure of CFO raises governance concerns
• Lack of transparency in communicating executive departure
• Potential issues with company policies, operations, or accounting practices not disclosed
• Declining shareholder trust

Recent Form 8-K Filing Indicates that Tisch and Bielli Led Board Has Learned Nothing about Disclosure and Transparency from the Company's Recent Proxy Fight

Urges Tejon Ranch's Board of Directors to Disclose Full Details Surrounding Brett Brown's Departure  

Calls on Tejon's Independent Directors to Follow the Recommendations of Leading Proxy Advisory Firms in Adopting PFS Trusts Shareholder Proposal that Received 49.3% of the Vote

PALO ALTO, Calif., July 16, 2025 /PRNewswire/ -- Glenbrook Capital Management ("Glenbrook" or "we"), a long-time shareholder of Tejon Ranch Co. (NYSE: TRC) ("Tejon" or the "Company") with more than 300,000 shares of Tejon, made the following statement regarding the unexplained departure on July 11, 2025 of CFO Brett A. Brown. Grover Wickersham, Chairman of Glenbrook stated:

"There has been no press release or public disclosure other than the statement in a Form 8-K late last Friday that Mr. Brown 'separated from employment.' This raises more questions than answers, leaving us disappointed by the Tisch-led board's apparent continuing disregard for public shareholders. The Form 8-K Friday minimally announced Brett Brown's abrupt departure as Chief Financial Officer and Treasurer, providing no reason or context for the sudden exit of its second most senior executive.

Mr. Brown was Tejon's sole senior executive with an SEC compliance background and his contributions to Tejon should not be overlooked. At Glenbrook, we were impressed by Mr. Brown's origination of a very favorable Farm Credit loan on behalf of Tejon, his participation at investor conferences and his improvements to Tejon's financial disclosure, such as better illuminating G & A expenses. The shareholders deserve to know why Mr. Brown 'separated from employment.'

Shareholders are left to wonder if there is fire where there is smoke. If Mr. Brown's exit was related to disagreements over Tejon company policies, operations, or accounting practices – such as failing to take an impairment charge for the obscenely mismanaged Centennial project, then shareholders have the right to know. We believe e SEC disclosure requirements provide that such issues be disclosed fully and promptly.

Tejon's trademark lack of transparency on such an important development only serves to erode the Company's dwindling supply of shareholder trust.  For this reason, we again urge the independent directors to retain independent counsel to advise them on changing course.  Tejon's public shareholders control the majority of Tejon's outstanding shares. Transparency is essential to building shareholder trust, especially in light of the calls for increased disclosure during the recent proxy contest.

Implementing PFS Trust's shareholder proposal, which we called on the Board to implement in May, would allow Tejon shareholders owning a combined 10% of outstanding shares to call a special meeting of shareholders. That proposal, combined with adequate disclosure around Mr. Brown's departure, would go a long way to salvage what little shareholder trust remains. This underscores the vital importance of Tejon shareholders having the ability to hold the Board and management accountable.   

We once again call on the independent directors to implement the PFS Trust shareholder proposal, which was overwhelmingly supported by Tejon's public shareholders, and to immediately and transparently disclose further details of Mr. Brown's departure and clearly communicate plans to cover the crucial function that he served."

Media Contact:
ASC Advisors
Taylor Ingraham
Partner, ASC Advisors
tingraham@ascadvisors.com
203-992-1230

Investor Contact:
Richard Rudgley
President, Glenbrook Capital Management
richard@glenbrookcapital.net

Grover Wickersham
Chairman, Glenbrook Capital Management
415-601-1111 

Disclaimer and Cautionary Statement Regarding Forward-Looking Statements
This press release does not constitute an offer to sell or solicitation of an offer to buy any of the securities described herein in any state to any person.

The information herein contains "forward-looking statements." Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as "may," "will," "expects," "believes," "anticipates," "plans," "estimates," "projects," "potential," "targets," "forecasts," "seeks," "could," "should" or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Forward-looking statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct or that any of the objectives, plans or goals stated herein will ultimately be undertaken or achieved. If one or more of such risks or uncertainties materialize, or if Glenbrook underlying assumptions prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward-looking statements should not be regarded as a representation by Glenbrook that the future plans, estimates or expectations contemplated will ever be achieved.

View original content:https://www.prnewswire.com/news-releases/glenbrook-questions-the-unexplained-and-abrupt-departure-of-tejon-cfo-302506449.html

SOURCE Glenbrook Capital Management

FAQ

Why did Tejon Ranch (TRC) CFO Brett Brown leave the company in July 2025?

The company has not provided any explanation for Brett Brown's departure, only stating in a Form 8-K filing that he 'separated from employment' on July 11, 2025.

What concerns has Glenbrook Capital raised about TRC's CFO departure?

Glenbrook expressed concerns about the lack of transparency, potential undisclosed issues with company policies or accounting practices, and the need for better shareholder communication.

What was Brett Brown's role and contributions at Tejon Ranch?

Brown served as CFO and Treasurer, secured a favorable Farm Credit loan, participated in investor conferences, and improved financial disclosures, particularly regarding G&A expenses.

What is the PFS Trust shareholder proposal for Tejon Ranch?

The proposal would allow shareholders owning a combined 10% of outstanding shares to call special meetings. It received 49.3% support but hasn't been implemented by the board.

How many shares does Glenbrook Capital own in Tejon Ranch?

Glenbrook Capital Management owns more than 300,000 shares of Tejon Ranch.