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0. Properties - Meeting Date: Unknown - Meeting Type: 1x1 - Note Type: Summary - Attendees: Amity Sendama; Scott Warner 1. Meeting Summary We covered several critical threads spanning legal/governance, IT/data, facilities, and logistics org design. On the Shaper front, Amity relayed that Joe and Jeremy may be planning a paid-membership wood shop and could try to acquire equipment from the existing Shaper workshop. Nothing is confirmed or public. Regardless, we agreed to act conservatively on IP risk. We will secure the server and any assets containing company IP and bring them back under our control. On the US reorg, there is misalignment between Oliver's understanding and Patric's direction. Patric's note indicates the current plan is to merge Shaper Inc. into TTS Holdings USA to utilize approximately 20M in accumulated tax losses, with any operational assets carved out to Festool USA or TTS North America as part of the US reorg. I will summarize both structures and get written confirmation from Patric and Oliver to lock the plan before external outreach. Related, Olga asked for an expansive FIRPTA analysis. We do not want a big-bang deep dive or a large bill before we know if the structure is feasible. We will push Dave's team for a quick, high-level screen using the CLA data set and Brendan's workbook, secure a clear scope and cost, and hold the deep dive until we have executive alignment in Germany. We need to work backward from the July Supervisory Board date; we are likely behind. For AI and automation, Shawn and I meet with Bernd tomorrow to secure direction, particularly on security constraints and team enablement. Dan has been reworking some automations with the new toolchain. HQ has committed that SAP data will be accessible via the Microsoft data lake for Power BI by 2027, which is a major unlock for our KPI and analytics roadmap, especially in logistics. Facilities: Compass is onsite today; Vera is shepherding the walkthrough. I will follow up for status and next steps. Legal/insurance matter: we had a difficult claims meeting with outside counsel and German counsel. Despite initial GDPR objections, Germany agreed to produce requested documents as early as next week. US jurisdiction was established via treaty. I will monitor to ensure delivery. Org and goals: Reviews are largely complete; only Shawn's conversation remains. I updated my core competencies and objectives to tie directly to enterprise execution, decision quality, automation-driven throughput, and leadership leverage. We will continue piloting standardized business cases to speed decision-making and reduce rework. Logistics leadership: After sustained assessment, Steve is performing strongly and leading well; Jon is not adding sufficient value or urgency. Kelsey shows strong promise. Assuming Jon is not a long-term fit, the most defensible path is a restructure to eliminate the Director role and recruit Katherine as Senior Director to own supply planning and logistics end to end (inbound and outbound). Casual would sit under her. Katherine has expressed interest but needs timing; late summer could be feasible. We will work with HR (Lisa) on the right approach, likely restructure over a PIP, and, if needed, provide Jon with a managed transition window and clear end date to avoid drift. 2. Attendee List - Amity Sendama - Scott Warner 3. Action Items - Scott - Secure the Shaper server and all assets containing IP and bring them under our control; coordinate chain-of-custody and data safeguarding. - Scott - Draft a concise summary of the two corporate structure options (Shaper into TTS Holdings USA with asset carve-outs vs. alternative) and circulate to Patric and Oliver for confirmation before any outreach to Dave. - Vera - Sync directly with Patric to confirm the current US reorg model, asset carve-outs, and what Germany is working from; ensure they have the latest materials. - Scott - Call Dave to push for a high-level, limited-scope FIRPTA screen using existing CLA/Brendan data; obtain timeline and cost; place a formal hold on any deep-dive work until we greenlight it. - Vera - Re-establish the project tracker and document current status, open questions, and owners; schedule a short alignment call with Scott to lock next steps and dates. - Scott - Meet with Bernd and Shawn tomorrow; capture direction on AI enablement, scope, and security; return with a go-forward plan and resourcing asks. - Scott - Follow up with Vera/Compass on facility planning outcomes and next milestones. - Scott - Monitor the insurance matter; ensure German counsel produces documents next week and keep outside counsel aligned. - Scott - Complete Shawn's performance review and set Q2 goals for the team. - Scott - Develop a logistics leadership transition plan: target org design, role description and level for Katherine (Senior Director), scope (supply planning plus inbound/outbound), structure under Casual, and transitional expectations for Jon; review with HR (Lisa) for restructure approach and separation terms, including a definitive end date if a transition period is used. - Vera - Continue gauging Katherine's timing and interest discreetly; report back on feasibility and constraints. - Amity - Review my updated goals and competencies; provide feedback next week. 4. Relevant Timelines - July Supervisory Board - We must have a clear, high-level path for the US reorg well before this date; current pacing suggests we are behind. Linked items: Dave high-level FIRPTA screen; Patric/Oliver alignment; Vera status sync. - Shaper merger target - 12-31-2026 for merging Shaper Inc. into TTS Holdings USA and carving out operational assets as needed. Linked items: Patric/Oliver confirmation; FIRPTA screen. - AI direction - Meeting with Bernd and Shawn tomorrow; follow-on plan due immediately after. - Insurance case - German document production expected as early as next week. - Facilities - Compass onsite today; next-step plan due this week. - Logistics leadership - Katherine tentative late-summer availability; design the restructure plan now and align with HR on process and timing; if a PIP route were considered, standard 60-day duration applies, but restructure is preferred. - Data platform - HQ commitment for SAP data exposure in Microsoft data lake for Power BI by 2027. 5. Additional Notes - Joe/Jeremy workshop: not confirmed, not public. Treat discreetly. Regardless of intent, assume IP risk and secure our assets. - Corporate structure communications: I prefer to handle outreach to Dave to avoid confusion and keep billing on GmbH where appropriate. We need a crisp one-page summary for Patric and Oliver to prevent cross-talk. - FIRPTA scope control: If Dave's team cannot deliver a fast, cost-certain high-level screen, we should consider scrapping or pausing the effort rather than funding a protracted analysis with unclear value. - Project hygiene: We keep losing momentum and context. The tracker must stay current with decisions, owners, and due dates. Short, regular check-ins will prevent drift. - Team development: Continue expanding standardized business cases for decision quality and speed. Parcel project will be the next pilot. Maintain focus on reducing single-point dependencies by delegating more to Vera and Shawn. - Logistics org: Be fair and methodical. Avoid patterns we have criticized elsewhere. A restructure is likely the cleanest, least contentious path. If we offer a transition window to Jon, set a firm end date to prevent indefinite hangover. - Positive signals: Steve's leadership impact is higher than previously assessed; Kelsey is a promising talent. The 2027 data access commitment is a significant enabler for Ops KPIs and automation at scale.
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