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Two New Directors Join Compuware; Karmanos, Prowse Out

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The atrium fountain at Compuware headquarters in downtown Detroit. Photo courtesy Maia Cowan.

The atrium fountain at Compuware headquarters in downtown Detroit. Photo courtesy Maia Cowan.

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DETROIT (WWJ) — Two outsiders are in and Peter Karmanos Jr. and W. James Prowse are gone from the board of directors of Compuware Corp., the company announced Monday after the stock market closed.

The company also named Gurminder S. Bedi, a board member since 2002, as its new board chairman.

The Detroit-based software and IT services provider (Nasdaq: CPWR) has been in a bit of turmoil in recent months, rejecting an $11-a-share buyout offer from a New York City investment firm and, last week, reporting earnings that fell short of Wall Street expectations, which led to another New York investor to demand an immediate auction of the company.

Karmanos was one of three co-founders of the company in 1973 and was its longtime CEO, from 1987 to 2011. He had previously announced he would leave the board effective March 31, the end of Compuware’s fiscal year.

Also retiring from the board is W. James Prowse, who worked in finance, marketing, human resources, corporate development and investor relations while employed by Compuware from 1984 to 1999. He was hired by the company’s Covisint secure business communications and collaboration subsidiary in 2010 and is currently Covisint’s CFO.

Bedi is a private investor and former Ford Motor Co. vice president, having spent 30 years with the Dearborn automaker. He is also on the board of Kemet Corp., a South Carolina electronics manufacturer, and Actuant Corp., a Wisconsin diversified manufacturer.

Compuware spokeswoman Lisa Elkin said the company hired a search firm to find its two new directors to replace Karmanos and Prowse. They are David Fubini, a senior director of McKinsey & Co. Inc., and Lee Roberts, the former CEO of FileNet.

Fubini is completing his third decade as a senior director of McKinsey, from which he will retire at year end. Fubini is the past leader of McKinsey’s New England operations. He is a former leader of McKinsey’s North American Organization Practice and the founder and leader of the firm’s Worldwide Merger Integration Practice. He has led McKinsey’s efforts for nearly a dozen of the world’s 25 largest transactions and has experience with a wide array of mergers and acquisitions. He has also participated in a wide cross section of McKinsey’s governance forums and committees.

Roberts is a software executive with more than 30 years of experience in the technology industry. He was the former CEO and chairman of FileNet, the Costa Mesa, Calif.-based provider of content and business process management, where he oversaw the growth of the company and its subsequent $1.6-billion sale to IBM in 2006. Roberts began his career at IBM and rose through the ranks to hold executive positions in marketing, sales, and IBM’s global PC, networking and software businesses. In addition, he has significant corporate governance experience, having served on a number of both public and private company boards during the last 16 years. He is a financial expert and has served on audit, compensation, M&A and strategic committees.

In a statement, Bedi said of his new role as board chair: “It is an honor to succeed Peter as Compuware’s chairman. He is a true pioneer in the information technology industry, a brilliant entrepreneur, and a savvy and talented business executive. It is humbling to know that I will be succeeding a man who has had such a meaningful and lasting impact on the high tech landscape over the last forty years. Pete built Compuware from the ground up into one of the most important information technology companies in the world and has positioned it well for future success by transitioning the company into higher growth business sectors. I think I can speak for everyone at Compuware by thanking him for all he has done for Compuware as well as the city of Detroit. His civic and philanthropic contributions to the community have left an indelible mark on the health and well-being of this city. We wish him the best in his post-retirement endeavors. I also want to thank Jim for his many years of service to the company, both as an executive and as a member of the Board. He is a gifted strategist and his depth of experience and strong financial skills have been instrumental over the years in helping build the company. We wish Jim well in helping guide Covisint’s future.”

Of the new directors, Bedi added: “Additionally, I would like to welcome David and Lee to our Board of Directors. Both are highly qualified individuals with a wealth of knowledge and experience in key areas that will greatly benefit the company and its shareholders. We are extremely pleased and fortunate to add them to our team. With such strong leadership and managerial expertise in place, I look forward to helping lead Compuware into its next phase of success with a strong Board and management team. Together, we are intently focused on maximizing the substantial value of this company.”

More at www.compuware.com.

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