The Calista Corporation has taken its conflict with the former Chairman of its Board of Directors, Wayne Don, to court. In a lawsuit filed Monday, May 14, the corporation outlined a detailed argument against Don, who has refused to resign and claims the company’s Chief Executive Officer mishandled a sexual harassment complaint.
Calista's lawsuit names Don, his attorney, Sam Fortier, and former Calista Board member Harley Sundown. The corporation wants Superior Court Judge Andrew Guidi to remove Don from its Board of Directors and issue an injunction, which would prevent Don and his co-defendants from telling their side of the story. Calista characterizes past statements that the men have made as “proxy solicitations” intended to influence the corporation's annual meeting and Board election on July 6. A “proxy” is a shareholder’s agreement to allow someone else to cast their vote.
The civil complaint that Calista filed details what Don allegedly did, and why it made his fellow board members so concerned that they wanted to get rid of him. KYUK readers can read the civil complaint in its entirety here.
A “Less-Than-Comfortable Experience with Calista”
Calista insists that CEO Andrew Guy responded to a woman’s sexual harassment complaint promptly and appropriately. “There is no factual basis to say that Calista President Guy ‘hindered,’ ‘ignored,’ or ‘put under the rug’ any investigation into sexual harassment,” write Calista’s attorneys.
The 31-page civil complaint says that the woman submitted a proposal to Andrew Guy in August 2017, offering to sell her company to Calista for $50 million. Guy told the woman the deal was a “non-starter” a few days later; her asking price was too high, among other issues. The woman agreed with Guy’s assessment of the situation, and then told him she wanted to discuss her “less-than-comfortable experience with Calista over the past month.”
On August 29, 2017, CEO Andrew Guy and the woman talked on the phone. According to Calista’s civil complaint, the woman told Guy that she agreed her company wasn’t worth $50 million; its value was likely $5 million or less. The only reason she had proposed such a high asking price, she said, was because of advice she’d received from her point of contact at Calista, a man that the corporation refers to as “Calista Employee A.” She’d had a “terrible experience” with him, she told Guy. The woman said that he had sent her over 1,100 messages in the past month and shown up at her house.
The woman told Guy that she didn’t want to put up with Employee A anymore, and the lawsuit says that Guy told her she wouldn’t have to. He said that the corporation’s Director of Business Development, Jim St. George, would be her new point of contact and the woman didn’t hear from Employee A again.
The document is unclear on when Guy asked St. George to get in touch with the woman, but in speaking with her, St. George learned about the woman’s experience with Employee A and reported it to Calista’s upper management. The document does say that on October 18, 2017, Calista Human Resources Director Heather Spears launched a formal investigation into Employee A’s behavior. He was put on administrative leave the next day, a move the lawsuit says CEO Andrew Guy supported. When the investigation was completed, Employee A was fired on November 15, 2017.
“Another Plot to Oust the Calista President”
It was at this point that the lawsuit claims Wayne Don got involved, and it claims that he did so secretly. Calista accuses Don of somehow getting hold of the Employee A investigation and using it to his advantage by alleging Guy mismanaged it. Don held a series of meetings with Calista’s HR Director and outside legal counsel in late November, the lawsuit says. Those discussions culminated in a call for a special Board meeting, where Board members would be asked to consider suspending CEO Andrew Guy for his response to the Employee A harassment allegations.
According to Calista’s civil complaint, six of Calista’s board members knew exactly what that meant. “Another plot to oust the Calista President was well underway,” wrote Calista’s attorneys, “and this time it was being led by Mr. Don.”
Calista has a history of infighting and is no stranger to boardroom power struggles. The Board first attempted to overthrow Andrew Guy in 2012, in a plot that the civil complaint describes as “a naked play for President Guy’s office and position.” Board members Willie Kasayulie, Margaret Pohjola, Paul “George” Guy, Robert Beans, Earl Samuelson, and Johnny Evan remembered the political fallout from that power struggle. Calista's lawsuit says that they “were alarmed that what had happened in 2012 was happening again.”
On December 1, 2017, Don’s alleged coup attempt ended quickly. As soon as the special meeting was called to order, a Board member motioned to adjourn it. Another Board member seconded the motion, and the meeting was over before it began.
The lawsuit claims that Don’s actions violated Calista’s code of conduct and overstepped his authority as Chair. It lists a dozen meetings and discussions that took place between Don and Calista personnel, all held without the rest of the Board’s knowledge. Don is accused of trying to use old military ties to rally support for his cause in some remarks before the meeting to Johnny Evan, reminding Evan that he’d helped secure his retirement benefits from the National Guard. “I helped you before,” Don allegedly told him. “[So] you help me now.”
“Egregiously False and Misleading Statements”
Since the aborted special meeting, Calista’s Board of Directors has been trying to get rid of Don. Over the past six months he has been internally investigated, stripped of his chairmanship, asked to resign, and publicly censured. That’s when Don and his attorney, Sam Fortier, started talking to the press.
Over the past three weeks, Fortier and Don have made a series of statements to the Delta Discovery and KYUK explaining their side of this story. Calista's lawsuit calls those statements “egregiously false and misleading” and claims that they are intended to influence Calista’s upcoming election. To preserve the integrity of that election, the lawsuit calls on Judge Guidi to silence the two men with an immediate injunction.
The argument appears to boil down to what Andrew Guy knew about Employee A and when he knew it. That’s still fiercely disputed.
In a past interview with KYUK, Don’s attorney, Sam Fortier, said that Guy knew Employee A had sexually harassed a potential Calista business partner but failed to respond to her complaint. The woman told Guy that she’d received lingerie from Employee A, Fortier said, as well as an expensive bouquet and a six-page love letter. Calista’s lawsuit claims that the woman did not tell Andrew Guy about any “sexual advances;” it says that CEO Andrew Guy’s notes from the call don’t mention any, and that Fortier is lying if he says otherwise.
Calista is also asking Judge Guidi to silence one of Don’s most vocal supporters: Harley Sundown, a Calista shareholder and former Board member who has written detailed Facebook posts about the corporation’s current power struggle. In one of his posts, Sundown encourages Calista shareholders to vote out board member Robert Beans, who’s up for re-election at the Annual Meeting. Beans is a supporter of CEO Andrew Guy, and if he were to be replaced by someone who supports Wayne Don, Guy could lose his majority. Calista claims that Sundown, like Fortier and Don, is meddling with Calista’s election and making “false and misleading statements” to shareholders.
If the court grants Calista its injunction, it would keep Fortier, Don, and Sundown from telling their story in the weeks before Calista’s election, which will be held at the Annual Meeting on July 6. Four Board members are up for re-election. Three of them have supported Wayne Don, while the fourth, Robert Beans, has sided with Andrew Guy.