InBev nominees to Bud board bring experience

NEW YORK (Reuters) - InBev NV INTB.BR has assembled a team of U.S. business leaders with varied experience in corporate buyouts in a bid to replace the board of Anheuser-Busch Cos Inc (BUD.N) with directors more disposed to doing a deal.

The Belgian brewer on Monday unveiled a slate of proposed board nominees including several retired chief executives and chief financial officers of big companies -- as well as the uncle of Anheuser's CEO, who said he supports negotiating with InBev. It hopes to unseat the entire 13-member Anheuser board.

InBev's roster of nominees has solid credentials, said Jill Fisch, a law professor and corporate governance expert at Fordham University in New York.

"I think it's the right kind of board," she said. It includes "people who have no reason to be beholden to InBev and who are capable of exercising independent judgment."

Anheuser, which called InBev's attempt to replace the board "a self-serving effort" to do a deal at a low price, last month rejected InBev's $46.3 billion cash bid as inadequate and said the St. Louis-based maker of Budweiser and Michelob beer was better off alone. It said in a statement on Monday that it would be open to any proposal that provided "full and certain value" for shareholders.

"Anheuser-Busch believes its present board of directors is in a better position to create the best value for its shareholders than a slate proposed by InBev and the election of which is being paid for by InBev," Anheuser said.

Some critics have groused that the board should have entertained the InBev offer and complain the current board is unwilling to stand against the Busch family, which has run the company for generations but does not hold a controlling stake.

For its slate, InBev recruited Larry Yost, 70, former chairman and CEO of auto parts maker ArvinMeritor Inc (ARM.N). He engineered the merger in 2000 of Meritor Automotive Inc and Arvin Industries and later launched an unsuccessful $2.7 billion takeover bid for rival Dana Corp (DAN.N).

Another nominee is James Healey, 67, former CFO of Nabisco Group Holdings Corp, which had been the majority owner of cookie and cracker maker Nabisco Holdings Corp. He was part of the team that sold the parent company to R.J. Reynolds after Nabisco Holdings was sold to Kraft Foods in 2000.

Others with deal experience include John Lilly, 55, former CEO of Pillsbury Co, which was bought by General Mills Inc (GIS.N) in 2001.

The best known of InBev's director candidates is Henry McKinnell, 65, the former chairman and CEO of drug company Pfizer Inc (PFE.N). McKinnell drew the wrath of Pfizer shareholders when he stepped down as CEO in 2006 and collected a roughly $200 million exit package.

InBev says its nominees would take an independent view of the proposed deal. Fisch said InBev surely picked nominees it thinks favor a buyout, but if elected to the board they would have a fiduciary duty to act in shareholders' best interests even if that means ultimately rejecting it if they determine a sale is a bad idea.

The current Anheuser board has three directors who are considered insiders -- CEO August Busch IV; his father, August Busch III; and Chairman Patrick Stokes, a former president of the brewer.

Other current board members include Henry Hugh Shelton, former chairman of the U.S. Joint Chiefs of Staff; former AT&T Inc (T.N) Chairman Edward Whitacre; and former JPMorgan Chase & Co (JPM.N) Chairman Douglas Warner.

InBev's nominee slate also includes Adolphus A. Busch IV, a Busch family member and founder of a conservation group who has said he thinks a deal could help Anheuser better compete globally. He is the only proposed director who is not considered independent of the company, according to InBev.

In a regulatory filing, InBev said it was paying each of its nominees a one-time fee of $50,000 for agreeing to be part of the slate. If elected to the Anheuser board, they each would be eligible for the $75,000 annual retainer from Anheuser paid to board members and $2,000 for each board meeting attended.

It's not the money that's motivating the board nominees recruited by InBev, says Warren Batts, a management professor at the University of Chicago Graduate School of Business and former CEO of Tupperware Brands Corp (TUP.N).

He said former executives relish the chance to stay active in the business world once they've retired.

"Once you call them and say 'Here's another challenge,'" he said, "they normally come out of the barn and do it."

(Editing by Braden Reddall and Tim Dobbyn)