Former Summer Infant CEO resigns from board under cloud of suspicion

FORMER SUMMER INFANT CEO Carol E. Bramson has resigned from the company board of directors but not before the rest of the board threatened to seek stockholder approval to remove her.
FORMER SUMMER INFANT CEO Carol E. Bramson has resigned from the company board of directors but not before the rest of the board threatened to seek stockholder approval to remove her.

WOONSOCKET – More than a month after allegations of trade secrets theft surfaced, the former CEO of Summer Infant Inc. has resigned from the company’s board of directors, but not before her colleagues threatened to seek stockholder approval to remove her.

Carol E. Bramson, former CEO of Summer Infant, is accused of violating contractual obligations and conspiring with two other former employees to intentionally steal confidential and proprietary information and property in order to set up a competing juvenile products company.

Bramson in her July 1 letter of resignation wrote that it was unfortunate the company “pursued litigation on claims which are unfounded.”

“The continued inflammatory statements directed at me by select members of the board is evidence that the litigation has been driven by emotion and supposition rather than reason or facts,” Bramson wrote. “Although I am not bound by any noncompete obligations, in fact I have not used any confidential information of Summer’s to form a competing company, as alleged in the lawsuit. I am comfortable that the legal process that the company has instigated will result in a finding to that effect.”

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Summer Infant, a producer of child health, safety and wellness products, filed the lawsuit against Bramson in May. The lawsuit came two weeks after Summer Infant announced that Bramson had resigned as CEO, but would continue to serve on the board.

The board says its members – excluding Bramson – unanimously asked her to step down from the board on June 10, and when she didn’t resign, the board cautioned her that further action would be taken.

“The Board informed Ms. Bramson that, if she failed to resign by close of business on July 1, [Summer Infant] would seek to have its stockholders remove her from the board for just cause,” according to a July 6 federal filing.

The company alleges theft and misappropriation of trade secrets, saying the perpetrators were caught “red-handed” writing about their plans to create a competing company. The company is seeking injunctive relief, return of company’s confidential proprietary information and other compensatory and punitive damages, according to federal filings.

The other individuals named in the lawsuit are Annamaria Dooley, the company’s former senior vice president of product development, who resigned May 15; Kenneth N. Price, former president of global sales and marketing (a position he held until May 27); and Carson J. Darling and Dulcie Madden, employees of Rest Devices Inc., a consultant to Summer Infant.

On May 20, Summer Infant said it discovered the alleged plan when Dooley sent an email to Bramson and “seemingly inadvertently” sent one to her former corporate email address at Summer, which the company had been monitoring since her abrupt resignation to avoid any business disruption.

“That email exposes defendant’s conspiracy to steal the very heart of Summer’s intellectual property,” according to the lawsuit.

Bramson was appointed CEO in February 2014 and was compensated $651,634 for her tenure, according to a separate federal filing. Robert Stebenne was named Summer Infant CEO on May 6. Bramson in her letter calls the lawsuit “both unwarranted and unnecessary.”

PBN Web Editor Lori Stabile contributed to this report.

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