When Edward Corcoran resigned from the Insignia Systems board of directors, he took the unusual step of submitting a public letter to the board and the company's external lawyer.
"The current dynamic of the board is not conducive for me to effectively discharge my duties as fiduciary," Corcoran wrote in the letter after his March 31 resignation.
Corcoran, who had been on the board since August 2012, also cited disagreements with the board.
Insignia Systems is a small public company based in Brooklyn Park with annual sales of $28 million and a market capitalization of $33 million. Insignia markets in-store advertising products, programs and services to consumer packaged goods manufacturers and retailers.
On Dec. 9, Corcoran became chairman of the board, succeeding David Boehnen, who remains on the board. A month later, the board voted to make Sardar Biglari and Peter Zaballos co-chairmen. Biglari had joined the board two days before the Dec. 9 chairman vote.
Biglari is chairman and CEO of Biglari Holdings, a San Antonio-based investment management company that has significant holdings in franchised restaurants. Biglari Capital and its Lion Fund II accumulated an 18 percent stake in Insignia Systems in December 2014. Biglari Capital now holds a 19.9 percent stake in Insignia.
Corcoran owns about 4 percent of Insignia's shares. He outlined in his resignation a number of good governance accomplishments the board had made since he joined, including installing new accounting and sales management systems.
Corcoran's chief complaint in the letter was that other board members had been "unfair and selective" to him and fellow board member Nick Swenson.
Swenson, through his companies Air T and Minneapolis-based Groveland Capital, acquired a 10 percent stake in Insignia Systems in August 2014, and now controls about 18 percent of Insignia's shares.
Swenson and Biglari are Insignia's two largest shareholders and have a bit of a history. Swenson last April made a run at the board of Biglari's mini-conglomerate Biglari Holdings. He didn't win any of the seats he was aiming at.
Corcoran declined to comment, and Biglari couldn't be reached.
Company officials for Insignia declined to comment on Corcoran's resignation letter other than to say they are grateful for the years of service Corcoran gave to the company.
Swenson had no comment, either. The board has a formal policy directing members that the company's chairman, principal executive officer and principal financial officer should be the voice of the company.
Patrick Kennedy • 612-673-7926