LOUISVILLE, Ky. (WDRB) – Braidy Industries Inc. founder Craig Bouchard filed a lawsuit against the company he founded and its other major investors — including an arm of Kentucky state government — in an effort to compel the replacement of the board members who last month fired Bouchard as the company’s chairman and CEO.
It’s the latest in a feud over the company that — despite a $15 million investment from Kentucky taxpayers in 2017 — is still $500 million short of the investor money needed to start construction of a much-anticipated aluminum rolling mill near Ashland, Kentucky.
The lawsuit was filed Friday in state court in Delaware, where the company is incorporated.
In an interview with WDRB News on Tuesday, Bouchard said his removal came as a surprise and was "completely unexplainable."
"I think they arrived at a different vision for the company than my vision," Bouchard said of the directors' motive in removing him. "And I think it's possible that there's negative reasons behind that."
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Bouchard, of Naples, Florida, claims in the lawsuit that Braidy Industries’ investors – including Commonwealth Seed Capital, the Kentucky-owned seed fund – refused his Feb. 5 request to vote their shares to remove the four non-Bouchard members of the Braidy Industries board of directors.
He said he believes several directors "did not show good judgment," and added that he would have removed some of them even if this hadn't happened.
"I saw some bad judgment," he said.
Bouchard claims that a 2018 voting agreement among the company’s investors gives him the unilateral right to control the members of the board.
"I'm going to bring in great directors, and I'm going to get the mill built," he said.
In the lawsuit, Bouchard claims that the other board members “unexpectedly, and without notice or explanation” stripped him of the company’s top position on Jan. 28, setting the company back in its effort to raise capital for the mill project.
"This turmoil places (investment in the mill) at risk," he said.
Bouchard 'must be held accountable'
In a statement relayed through a public relations representative, Braidy Industries said Bouchard's lawsuit was expected.
"The board of directors was not pleased with the status of financing for the mill in Boyd and Greenup counties, and has other concerns regarding his performance as CEO," the company said. "Thus, as part of its fiduciary role on behalf of the shareholders, the board voted to take action that it believes will be he upheld in court under Delaware law.
"Mr. Bouchard, as CEO, must be held accountable and the board of directors is willing to do what it takes to ensure that occurs. We intend to get this project built as promptly as possible.
“It should be noted that Craig Bouchard was unsuccessful in his efforts to obtain stock holder support in replacing the board of directors, as a majority of the stockholders supported the actions of the board to remove Mr. Bouchard as Chairman and CEO.”
Bouchard is seeking to remove board members Charles Price, John Preston, Michael Porter and Christopher Schuh. All were previously chosen by Bouchard to serve in the roles, according to the suit.
"We must simply remove these individuals from the board, as they are no longer showing proper judgement and replace them with directors who have more experience in the areas that have now become critical to building the company," Bouchard said in a statement Tuesday. "This is vital to investor confidence."
