The resignation of a Compass Bancshares director is unlikely to affect a proxy battle at Alabama's fourth-largest bank, though the board member was considered sympathetic to the dissident faction.
Compass announced late last week that Thomas E. Jernigan had resigned "because of his other business interests and time constraints." Mr. Jernigan is president and chief executive of a textile firm, Marathon Corp., and owns 1.3% of Compass' stock, according to the bank's most recent proxy statement.
Mr. Jernigan did not return calls Monday. But he was one of only two members of the 12-man Compass board who had not publicly cast his lot with either management or a group of dissident directors led by Compass founder Harry B. Brock Jr.
Mr. Brock said Monday that he considered the two uncommitted directors - Mr. Jernigan and Garry N. Drummond Sr. - to be sympathetic to his point of view: that Compass should be sold to a larger bank. Compass management, led by chairman and chief executive officer D. Paul Jones Jr., is adamant that the bank remain independent.
"They'll speak for themselves," Mr. Brock said, referring to Mr. Jernigan and Mr. Drummond. "But I'll tell you one thing: They are independent. They're not going to be a rubber stamp."
Mr. Drummond did not return a call Monday.
To win control of the board, Mr. Brock is trying to fill three open seats with his own nominees through a shareholder vote. He said the resignation of Mr. Jernigan, whose seat will not be filled until next year, simply means that he needs to get a six-person majority instead of seven.
Winning approval for his three nominees would give Mr. Brock five votes, counting himself and his son, who is also a Compass director. One more director - Mr. Drummond, for example - would give him six.
Mr. Jones, Compass' chairman, declined to comment Monday on Mr. Jernigan's resignation.