UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
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Securities Exchange Act of 1934
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Preliminary Proxy Statement |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
AEROJET ROCKETDYNE HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
COMMITTEE FOR AEROJET ROCKETDYNE SHAREHOLDERS AND VALUE MAXIMIZATION
comprised of the following individuals
speaking individually and not as or on behalf of the company:
GAIL BAKER
MARION C.
BLAKEY
MAJ. GEN. CHARLES F. BOLDEN, USMC (RET.)
GENERAL KEVIN P. CHILTON, USAF (RET.)
THOMAS A. CORCORAN
EILEEN P. DRAKE
DEBORAH
LEE JAMES
GENERAL LANCE W. LORD, USAF (RET.)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1) and 0-11. |
Investor Update th June 6 , 2022 Important: These materials are provided by
Eileen P. Drake, General Kevin Chilton, USAF (Ret.), General Lance Lord, USAF (Ret.) and Thomas Corcoran on their own behalf, and not on behalf of Aerojet Rocketdyne Holdings, Inc.
Important Information, Forward Looking Statements and Non-GAAP Measures
These materials are provided by Eileen P. Drake, General Kevin Chilton, USAF (Ret.), General Lance Lord, USAF (Ret.) and Thomas Corcoran (the “Non-Steel Directors”) on their own behalf, and not on behalf of Aerojet Rocketdyne Holdings,
Inc. (the “Company”). On June 1, 2022, the Non-Steel Directors filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for the Company’s
special meeting of stockholders. Stockholders are advised to read the proxy statement because it contains important information. Stockholders may obtain a free copy of the proxy statement, any amendments or supplements to the proxy statement and
other documents that the Non-Steel Directors file with the SEC from the SEC’s website at www.sec.gov. These materials contain certain “forward-looking statements” within the meaning of the United States Private Securities
Litigation Reform Act of 1995. Such statements in these materials are based on current expectations and are subject to risks, uncertainty and changes in circumstances, which could cause actual results, performance or achievements to differ
materially from anticipated results, performance or achievements. All statements contained herein that are not clearly historical in nature are forward-looking and the words “believe,” “could,” “expect,” and
similar expressions are generally intended to identify forward-looking statements. A variety of factors could cause actual results or outcomes to differ materially from those expected and expressed in the forward-looking statements. Financial data
presented is derived from audited financial statements. These materials also contains non-GAAP financial measures. A reconciliation of these financial measures to the nearest GAAP measure is included in these materials.
Executive Summary • Aerojet Rocketdyne has delivered strong returns
under the leadership of its CEO, Eileen Drake o Since she was appointed permanent CEO in November 2015, the Company has delivered 183% TSR, 1 outperforming the S&P 500 and peers by 57% and 53%, respectively o The future also is bright –
the management team has secured strategic program wins that provide visibility into 2 long-term value, and created a near-record backlog of more than 3x annual revenue o Announced a high premium sale to Lockheed, which ultimately was blocked by the
FTC • In February 2022 Warren Lichtenstein, Aerojet Rocketdyne’s Executive Chair and the CEO of Steel Partners, launched a proxy fight and litigation to replace the Aerojet Rocketdyne directors who do not have ties to Steel
Partners/Lichtenstein o Mr. Lichtenstein and people connected with him currently comprise 4 of the 8 directors on the Company’s Board o In January 2022, facing a then-ongoing internal investigation into charges of misconduct, Mr. Lichtenstein
attempted to abuse his position as Board chairman to force the AJRD Board to approve a related-party agreement with Steel Partners that would: ❖ Guarantee Lichtenstein’s nomination at the 2022 annual meeting regardless of the results of
the investigation, and ❖ Remove one of the incumbent independent directors to effectively give control of the Board to Lichtenstein and the three directors with ties to Steel Partners o When CEO and Board member Eileen Drake and the three
directors unaffiliated with Steel Partners opposed the Steel Partners proposed agreement, Steel Partners submitted a notice of nomination for the 2022 annual meeting ❖ After submitting its original slate in January 2022, Steel Partners has
since revised its slate in June 2022 to remove two existing directors aligned with Lichtenstein / Steel Partners following their testimony in Court ❖ Their new slate is comprised of Lichtenstein, an incumbent director affiliated with Steel
Partners, and six new nominees hand-picked by Steel Partners, including friends and two nominees who have provided consulting services to Steel Partners and affiliates (one of whom Lichtenstein announced will be appointed as CEO, if Steel Partners
takes control of the Company) 1. Reflects performance from 11/23/15 (date of Eileen Drake's Employment Agreement) to 6/3/22 2. Reflects backlog as of 12/31/21 1
Executive Summary (Cont’d) • Following Steel Partners’
nomination of a slate to take control of the Board: o Eileen Drake and the Non-Steel Directors were able to assemble a world-class slate of highly-qualified and independent nominees with a track record of success o Mr. Lichtenstein and Steel
Partners launched costly litigation to relentlessly attack the Non-Steel Directors in an attempt to bully the Non-Steel Directors from pursuing their slate o Mr. Lichtenstein originally stated that he wanted an annual meeting to occur during the
first week of May 2022; however, after Ms. Drake was able to assemble a slate of independent director nominees, Mr. Lichtenstein sought to delay the annual meeting until as late as July o Mr. Lichtenstein filed an HSR notice in early April
indicating an intention to acquire up to $1bn of AJRD voting securities – or close to a third of AJRD’s market cap – in order to effectively control any vote; however, after he received criticism for this tactic, he subsequently
committed in a court hearing to not acquire any additional stock before the annual meeting record date o An independent investigation into Lichtenstein, of which the results were released in May 2022, concluded that he engaged in a pattern of
misconduct, and Lichtenstein was formally reprimanded by the Non-Management 1 Committee of the Board o After two of his original slate who are current directors on the Aerojet Rocketdyne Board testified at the recent trial, including one who said
Mr. Lichtenstein had conflicts, these two were dropped and replaced by two new last-minute candidates 1. The Non-Management Committee of the Board is comprised of the Board’s non-executive directors (i.e., all directors other than Drake and
Lichtenstein) 2
Executive Summary (Cont’d) • Mr. Lichtenstein has been a poor
steward of shareholder value o Mr. Lichtenstein was paid ~$7 million in salary in 2020 for his Executive Chair role, with similar high salary 1 payments in prior years , but only now is criticizing Company strategy and destroying value o During the
period starting on the date Mr. Lichtenstein originally joined the Board in 2008 until Ms. Drake was 2 named permanent CEO, the Company underperformed the S&P 500 and its proxy peers by more than 30% o Under his oversight the Company’s
pension fund has fallen from a $60mm+ overfunded position in 2008 to an underfunded position of ~($275mm) today; perhaps not surprisingly, he has resisted an audit of the pension fund’s performance o He has sold down his position from more
than 14% to ~5% today (while 4 of his 8 director selections remain on the 3 board) o Mr. Lichtenstein has demonstrated that he is completely out of touch with the Company, launching a website in support of his proxy fight with images of Russian
rockets rather than those manufactured by Aerojet Rocketdyne • It is time for shareholders to remove the Steel Partners Directors and support the Independent Slate at the upcoming Special Meeting o The Independent Slate is comprised of the 4
Non-Steel Directors currently serving on the Board and 4 new independent nominees identified by an independent search firm (all with successful track records and relevant experience) o The Independent Slate will act in the best interest of all
shareholders, including evaluating all opportunities to maximize shareholder value 1. Company filings (14A as of 3/19/21) 2. Reflects performance from 3/5/08, when Steel Partners first gained board representation at Aerojet Rocketdyne (then
GenCorp), to 11/23/15 3. SEC filings (13D as of 3/5/08 and 4/21/22) 3
Aerojet Rocketdyne’s Recent Value Creation Track Record
The Management Team has Delivered Substantial Value for Shareholders Aerojet
Rocketdyne’s Current Management … After the Company Underperformed Has Delivered Superior Returns… During Steel Partners’ Prior Involvement Total Shareholder Return Total Shareholder Return 1 2 (November 2015 – Current)
(March 2008 – November 2015) 183% 130% 126% 85% 84% 53% Aerojet Rocketdyne S&P 500 AJRD Proxy Peers Aerojet Rocketdyne S&P 500 AJRD Proxy Peers • During the five years before Steel Partners gained board representation, returns
exceeded the S&P 500 by 12 percentage 3 points • Once Steel Partners joined the Board, the company significantly underperformed • Aerojet Rocketdyne’s current management team has reversed this track record, beating the S&P
500 by 57 percentage points and its proxy peers by 53 percentage points +10% 4 • Aerojet Rocketdyne’s stock traded down when Steel Partners publicly announced their proxy fight Source: Company filings, FactSet as of 6/3/22 Note: AJRD
Proxy Peers represents capitalization-weighted total shareholder return of AAR, Barnes Group, BWX Technologies, Crane, Curtiss-Wright, Heico, Hexcel, Kaman, Kratos, MOOG, Mercury Systems, Teledyne Technologies, Triumph Group and Woodward 1. Reflects
performance from 11/23/15 (date of Eileen Drake's Employment Agreement) to 6/3/22 2. Reflects performance from 3/5/08, when Steel Partners first gained board representation at Aerojet Rocketdyne (then GenCorp), to 11/23/15 3. Reflects performance
from 3/5/03, five years before Steel Partners first gained board representation at Aerojet Rocketdyne (then GenCorp), to 3/5/08 4. Reflects performance from 2/1/22, when Steel Partners announced nomination of full slate of directors for Aerojet
Rocketdyne’s 2022 annual meeting, to 2/2/22; Aerojet Rocketdyne’s stock price fell by ~1.6%, while the S&P 500 and proxy peers were up ~0.9% and ~0.3%, respectively 4
Wall Street Believes in AJRD and Current Management’s Trajectory of
Success “Eileen Drake and the AJRD management team have delivered an incredible corporate turnaround +10% since they were installed by the Chairman who is currently saying they did a terrible job. The company's financials are a thing of beauty
if you know what beauty looks like in leveraged finance. So if Drake and co emerge from the pad fire badly burned but still alive? We're in. No Drake and co? We're not in.” (emphasis added) – Cestrian Capital Research, 2/16/22
“Over the past several years, AJRD has streamlined operations through facility consolidation and +10% technology investments which has led to improved performance and the capture of new business with current backlog of 3X revenues. Q4
performance was a strong step toward reemerging as an independent with the Q pointing to the attractive revenue growth profile tied to emerging needs around missile defense and GBSD, hypersonics and broader space propulsion.” (emphasis added)
– Jefferies, 2/18/22 “As Aerojet's Lockheed deal unraveled, longtime Chairman Warren Lichtenstein launched a proxy fight, +10% with CEO Eileen Drake among the directors he seeks to replace…It's hard for Aerojet to engage with
investors or discuss its strategy before all this is resolved and while Ms. Drake has called for setting a date for the shareholder meeting, we do not have one yet.” (emphasis added) – JP Morgan, 4/7/22 Source: Wall Street research
5
Aerojet Rocketdyne’s Management Team Has a Track Record of Executing
and Delivering Value 183% 130% 126% Total Compelling returns superior to market and Shareholder industry benchmarks 1 Return Aerojet Rocketdyne S&P 500 AJRD Proxy Peers CAGR: 4.4% $2,188 $1,761 Sustained growth in revenue, driven by key program
wins and realization of robust Revenue backlog 2016 2021 CAGR: 8.3% $299 Successful implementation of operational $200 Adjusted initiatives, investments in advanced manufacturing, facility modernization and EBITDAP* workforce 2016 2021 CAGR: 19.5%
$1.97 Disciplined approach to operations, Adjusted strategic cash deployment driving EPS $0.81 EPS* growth 2016 2021 Source: Company filings, FactSet as of 6/3/22 Note: AJRD Proxy Peers represents capitalization-weighted total shareholder return of
AAR, Barnes Group, BWX Technologies, Crane, Curtiss-Wright, Heico, Hexcel, Kaman, Kratos, MOOG, Mercury Systems, Teledyne Technologies, Triumph Group and Woodward * Non-GAAP measure, see appendix for reconciliation 1. Reflects performance from
11/23/15 (date of Eileen Drake's Employment Agreement) to 6/3/22 6
The Management Team Has Positioned Aerojet Rocketdyne for Continued Value
Creation 1 Enhanced capabilities to capture key program wins Drove near-record backlog with a diversified mix of programs 2 providing visibility on future growth 3 Enacted operational improvements driving margin expansion Aerojet Rocketdyne Will
Proactively Evaluate All Financial, Strategic and Operational Opportunities to Drive Additional Shareholder Value 7
1 Significant Program Momentum 1 Lifetime Value Highlights • Recently
awarded contract for 116 RL10C-X engines (38 launches) on ULA’s Vulcan Centaur rocket utilized in launch of Amazon’s Kuiper satellite constellation Not Publicly • Decades-long relationship with ULA and its joint venture partners
Disclosed • RL10 engine currently powers upper stages of ULA’s Atlas V and Delta IV launch vehicles ULA • Supporting transition to 3D-printed main injector and main combustion chamber • Replacement for legacy intercontinental
ballistic missile (ICBM) system • Developing a large solid rocket motor and post-boost propulsion system $264B • AJRD partnered with Northrop Grumman on winning bid, awarded in Sept. 2020 Through 2075 • Decades-long program core to
U.S. nuclear deterrence strategy GBSD • Never-fail, early detection ballistic missile defense system • Provides a broad range of products for liquid & solid Divert & Attitude Control Systems, $17.7B solid rocket boost motors and
targets Through 2028+ • Awarded in March 2021, downselected with both NOC / RTX and LMT teams, ensuring NGI program participation • Next Moon exploration program, including landing the first woman & person of color, and $1.8B
subsequently Mars exploration • Providing the main engines and second stage engine Through 2023 • Awarded in September 2021 Artemis • Maneuverable strike weapons capable of surpassing Mach 5 $1.0B+ • Developing
hydrocarbon-fueled and cooled scramjet motors • Multiple recent awards, with customers including LMT, BA, RTX, MDA and DARPA Through 2030+ • Essential to close gap to Chinese and Russian capabilities Hypersonics • Naval defense
systems against anti-ship missiles and aircraft • Produces two solid propellant rocket motors, both initial propulsion and trajectory follow $1.0B through stages Through 2026 • Awarded in December 2019, through partnership with Raytheon
Standard Missile Source: Company filings, press releases, Company websites, U.S. Department of Defense, Federation of American Scientists, Arms Control Association 1. Reflects publicly available forecasts of total program value over currently
estimated lifecycle 8
Robust Backlog and Diverse Portfolio 2 Continue to Drive Visible Growth
$6.8 $6.7 $5.4 $4.6 $4.5 $4.1 Backlog ($B) (2016 – 2021) 2016 2017 2018 2019 2020 2021 Years Revenue 2.6x 2.5x 2.2x 2.7x 3.2x 3.1x Coverage • Success with large, multi-year awards Program Tailwinds Drive Future • Diversified
portfolio of programs and markets served Revenue Growth • Alignment with DoD budget priorities supports robust growth outlook Source: Company filings 9
3 Consistent Revenue and Adj. EBITDAP Growth Net Sales Key Drivers % Growth
6.6% 1.0% 4.5% 4.6% 5.6% • Large, multi-year awards, including $2,188 $2,073 Ground-Based Strategic Deterrent $1,982 $1,896 $1,877 $1,761 (“GBSD”) and Terminal High Altitude Area Defense (“THAAD”) drive visible revenue
growth and enhanced operating leverage • Strategic investments in advanced manufacturing processes and facility 2016 2017 2018 2019 2020 2021 modernization for NASA’s SLS & Artemis programs, GBSD and * Adjusted EBITDAP hypersonics
programs $299 1 $272 $270 $262 • Expanding and training highly-skilled $223 workforce → 70%+ growth over the $200 last five years 13.8% 13.7% 13.6% 13.0% 11.9% • Key high-return investments in 11.3% hypersonic propulsion, counter-
+10% ballistic and counter-hypersonic technologies and additive 2016 2017 2018 2019 2020 2021 manufacturing Adj. EBITDAP Margin Source: Company filings Note: $ in millions | 1. Excludes one-time environmental recovery benefit of $43mm ($305mm in
Adjusted EBITDAP and 14.6% EBITDAP margin inclusive of benefit) * Non-GAAP Measure. See reconciliation in appendix. 10
Our Path Forward to Create Shareholder Value 5 Year strategic plan to
extend world-class capabilities and leadership position in defense and space propulsion systems ✓ Judicious and transparent approach to optimizing the capital structure and continuing to return substantial capital to shareholders through
redemption of the convertible debt and renewing the share buyback program ✓ Next phase of the Competitive Improvement Plan (CIP) to deliver superior balance of system performance, margin expansion, reliability, schedule and continuous cost
improvements ✓ Additional Capital Expenditures and Independent Research & Development (IR&D) plan to improve operational efficiencies/competitiveness, foster cutting-edge innovation, and support new business growth ✓ Technology
portfolio plan aligned with key opportunities in Strategic Plan – Hypersonics and Hypersonic Defense – Space Nuclear Power – Next Generation Interceptors – Resilient National Security Space ✓ M&A targets identified
to include forward integration pursuits in Military & Commercial Space segments to offset concentration in Space Exploration ✓ Near-term sale of excess real estate assets to generate additional free cash flow for return to shareholders
✓ Take a fresh look at the strategic landscape, including evaluating a potential sale of the company 11
The Independent Slate Is the Superior Choice for Shareholders
The Independent Slate Consists of Value Creators with Strong
Backgrounds… Eileen Drake Kevin Chilton Thomas Corcoran Lance Lord President & CEO, Former Commander, Former President & CEO, Former Commander, Aerojet Rocketdyne U.S. Strategic Command Gemini Air Cargo (a former U.S. Air Force Carlyle
Portfolio Company) Space Command Director since 2015 Director since 2015 Director since 2018 Director since 2008 ▪ Extensive leadership and strategy ▪ Over 45 years of direct A&D ▪ Extensive senior leadership ▪ Over 37
years of direct A&D experience as Aerojet Rocketdyne’s leadership experience experience as CEO of Gemini Air leadership experience President & CEO since 2015 Cargo, CEO of Allegheny Teledyne, ▪ Commander of U.S. Strategic ▪
Commander of U.S. Air Force and COO of Lockheed Martin’s ▪ Has delivered substantial value Command, where he was Space Command, where he was Electronic Systems and Space & creation for Aerojet Rocketdyne responsible for plans and
operations responsible for the development, Strategic Missiles sectors shareholders since becoming CEO, for all U.S. forces conducting acquisition and operation of Air driven by substantially enhanced strategic nuclear deterrence, space ▪
Institutional shareholder Force space and missile weapon profitability and performance and cyberspace operations perspective as a former Senior systems Advisor to the Carlyle Group for ▪ Outside Boards: Woodward▪ Outside Boards: Lumen
▪ Outside Boards: Frequency nearly 16 years Technologies Electronics ▪ Outside Boards: L3Harris Tech. Charles Bolden Marion Blakey Deborah Lee James Gail Baker Former Administrator, Former Administrator, FAA Former President of Former
Secretary, NASA Former President and CEO, Aftermarket Services, U.S. Air Force Rolls-Royce N.A. Collins Aerospace Nominee Nominee Nominee Nominee ▪ Extensive A&D business ▪ Extensive leadership experience as ▪ Over 34 years of
direct A&D ▪ Extensive leadership experience, rd development and strategy FAA Administrator, where she leadership experience including as the 23 Secretary of experience managed 44,000 employees and a the U.S. Air Force ▪ Served as
NASA Administrator for $14bn budget, and Chair of NTSB ▪ Former President of After Market 8 years and as a member of NASA’s ▪ Also held various executive positions Services at Collins Aerospace, ▪ Also served as President and
CEO Astronaut Office for 14 years, during a 12-year tenure at Science where she led the strategic planning of Rolls-Royce North America Inc. traveling into orbit four times aboard Applications International and management of an $11 billion and
President and CEO of the the space shuttle Corporation, including as Sector worldwide commercial and military Aerospace Industries Association President, Technical and ▪ Current Boards: Atlas Air aftermarket business Engineering of the
Government ▪ Current Boards: Sun Country Worldwide Solutions Group ▪ Current Private Boards: Leonardo Airlines, Eve Holding, New Vista DRS, AIP-CAS Holdings Acquisition Corp.▪ Current Boards: Textron, Unisys Independent Nominees
sourced with the help of an independent search firm Source: Committee for Aerojet Rocketdyne Shareholders and Value Maximization, BoardEx 12 Independent Nominees Existing Independent Directors
… With Deep and Relevant Experience Existing Independent Directors
Independent Nominees Marion Blakey Charles Bolden Deborah Lee James Eileen Drake Kevin Chilton Thomas Corcoran Lance Lord Gail Baker Military / Government Experience Corcoran Enterprises Corporate Leadership Transaction sale to sale to merger with
sale to acquisition of acquisition of acquisition of acquisition of Experience Current Public Company Directorship Source: Committee for Aerojet Rocketdyne Shareholders and Value Maximization, BoardEx 13
Eileen Drake has been Recognized Time and Time Again for Her Leadership in
the Aerospace and Defense Sector • Named 2022 Woman of the Year by THE MUSES of the California Science Center Foundation, which recognizes women who have made outstanding contributions in the fields of science, technology, engineering,
mathematics (STEM) and business • In 2021 Gabelli Funds named Eileen Drake to their Management Hall of Fame for creating shareholder wealth, earning a superior rate of return over the long term, practicing the virtues of capital accumulation
and enhancing Gabelli's clients’ investment success • Recipient of the 2020 John W. Dixon Award by the Association of the United States Army (AUSA), its highest award for a leader in industry, recognizing distinguished service resulting
in outstanding contributions to national defense by a member of the industrial community • Appointed in 2020 to the National Space Council Users’ Advisory Group (UAG), a federal advisory committee that advises the National Space Council
• Recognized as one of 2019’s Most Influential Corporate Directors by WomenInc. Magazine • Appointed to the 2019 Executive Committee of the Aerospace Industries Association (AIA), the leading U.S. aerospace and defense trade
association • Presented with the 2017 CEO of the Year Award by the Federal Law Enforcement Foundation (FLEF) in honor of her service to the nation as a U.S. Army aviator and as a leader in the aerospace and defense sectors Source: Reuters,
Financial Times, PR Newswire, Business Wire, GlobeNewswire, Aerospace Industries Association 14
The Steel Partners Slate Consists of Selected “Friends” that
Lack Relevant Experience and/or Independence …and the Steel Partners Nominees are Nearly All of Steel Partners Slate are “Friends” Unqualified to Serve on Aerojet of Steel Partners / Mr. Lichtenstein… Rocketdyne’s Board
• No prior experience serving on a public company board • No prior CEO experience and since 2020 has been a paid consultant for Steel Partners CEO of Steel Partners Holdings Tucker • Lacks any relevant A&D sector experience or
public company executive experience Lichtenstein • No prior experience serving on a public company board 1 • Personal friend of Mr. Lichtenstein Nelson • While on CommScope board, TSR underperformed the 2 S&P 500 by 196% 1
• Personal friend of Mr. Lichtenstein Maguire • No prior experience serving on a public company board Winter Turchin Nelson Wood Tucker Maguire 1 • Personal friend of Mr. Lichtenstein Paid consultant Personal Signatory on Personal
Grandfather of Consultant to friend of Mr. behalf of Fifth friend of Mr. for Steel Partners Wood affiliates of Mr. Lichtenstein’s 1 1 Lichtenstein Third Bank among Lichtenstein Chief of Staff at Steel Partners a syndicate of Steel Partners;
bank lenders for a • No prior experience serving on a public company board sons are longtime $600mm revolving friends of Mr. 1 credit facility to Lichtenstein • Consultant to affiliates of Steel Partners subsidiaries of Steel Partners
Winter Holdings; personal friend of Mr. 1 Lichtenstein • While on Virgin Galactic board, TSR underperformed the 2 S&P 500 by 79% Source: WSJ, SEC filings, BoardEx, FactSet 1. Per Mr. Lichtenstein’s testimony in Delaware Court Jonas
15 2. Reflects performance from when nominee first joined the company board to 6/3/22
Results of Independent Investigation Found Lichtenstein Engaged in a
Pattern of Misconduct • Results of independent counsel’s investigation were delivered in March 2022, and released publicly more than two months later • The report concluded that Mr. Lichtenstein engaged in multiple acts of
misconduct 1 • As a result, the Non-Management Committee formally and unanimously reprimanded Mr. Lichtenstein and mandated that he comply in the future with the Company’s Code of Conduct May 2, 2022: +10% “Mr. Lichtenstein acted
improperly in taking those actions, including by failing to follow the directives given to him in the Guidance Memo. This memorandum is a formal reprimand for that conduct, and a mandate to Mr. Lichtenstein that he comply with the Company’s
Code of Conduct” (emphasis added) - Memorandum Prepared by the Non-Management Committee of the Board of Directors of the Company Regarding its Investigation 1. The Non-Management Committee of the Board is comprised of the Board’s
non-executive directors (i.e., all directors other than Drake and Lichtenstein) 16
Lichtenstein’s Ever-Evolving Positions on Key Issues Original
Lichtenstein Position Current Lichtenstein Position • January 2022: Mr. Lichtenstein pushes for an AGM to • May 2022: Mr. Lichtenstein seeks to further delay the occur during the first week of May annual meeting to July 12th Timing of
• April 2022: After Ms. Drake nominates a highly Annual qualified slate to counter the Steel Partners faction, Mr. Meeting Lichtenstein proposes a June 27th AGM, contingent on the conclusion of his litigation • June 2022: After two of
his original slate who are • January 2022: Mr. Lichtenstein nominates a slate of 7 current directors on the Aerojet Rocketdyne Board directors, including current Aerojet Rocketdyne testified at the recent trial, including one who said Mr.
Slate directors / “friends” of Steel Partners James Henderson Lichtenstein had conflicts, these two were dropped and and Audrey McNiff replaced by two new last-minute candidates • May 2022: Mr. Lichtenstein’s legal counsel
argues • May 2022: One day later, Mr. Lichtenstein issued a strenuously at a court hearing in Delaware that the press release calling for the disclosure of the Release of internal investigation into Mr. Lichtenstein’s conduct
investigation, claiming that it had been Independent should not be disclosed by the Board “mischaracterized.” However, the independent Investigation committee of the Board specifically and unanimously reprimanded Mr. Lichtenstein •
April 2022: Mr. Lichtenstein files an HSR notice • May 2022: Mr. Lichtenstein commits in a court hearing indicating an intention to acquire up to $1bn of AJRD in Delaware not to acquire any additional stock before Stake voting securities
– or close to a third of AJRD’s market the annual meeting record date Building cap – in order to effectively control any vote • June 2022: In Mr. Lichtenstein’s proxy statement • February 2021: Per the merger
proxy, the idea of an Background supporting his activism campaign, he now claims he acquisition by Lockheed came up during a of the originally proposed to Lockheed that they consider an conversation between AJRD’s Greg Jones and Lockheed
acquisition of AJRD even though such conversation is Lockheed’s Robert Mullins nowhere to be found in the merger proxy Acquisition 17
Correcting Lichtenstein’s False Statements & Mischaracterizations
False Claims by Lichtenstein Setting the Record Straight Underperformance Under Current • Under Ms. Drake’s tenure as CEO, the Company has delivered 183% TSR, 1 Management outperforming the S&P 500 and peers by 57% and 53% ,
respectively • The Company was recently awarded its largest contract in its history, and Lacks Strategic Vision has achieved significant growth, margin expansion, and a significant backlog with multiple high-value contracts and cutting-edge
technology • The independent slate will evaluate ALL opportunities to maximize shareholder Unwilling to Consider a Sale of the value, including a potential sale of the Company (which the Board has already Company proven willing to do when it
signed a deal with Lockheed Martin) Independent Investigation was • The investigation was approved by ALL of the non-executive directors of the Self-Serving & Wasteful board and resulted in a reprimand for Mr. Lichtenstein’s behavior
• The Independent Slate is using its own personal resources to defend itself, as Misusing Company Resources compared to the vast Steel Partners resources that Lichtenstein is deploying • Lichtenstein has pursued massive, wasteful data
requests and intimidating Talent Retention Issues correspondence to management; AJRD’s COO and GC subsequently resigned • Blatant falsehood – Ms. Drake has previously committed to waive any change Drake Seeks a Large Change-of- of
control “trigger” that could result from the election of the Independent Slate Control Payout at the upcoming stockholder meeting 1. Reflects performance from 11/23/15 (date of Eileen Drake's Employment Agreement) to 6/3/22 18
Steel Partners’ Tactics Have Been Counter to Shareholders’
Interests O Steel Partners continues to have four of its selected directors on the Board, despite cutting its position from more 1 than 14% in 2008 to ~5% today O Lichtenstein and his allies’ criticism began only after the Board
launched investigation into Lichtenstein’s conduct O In January 2022, Mr. Lichtenstein tried to force the Board to approve a written contract between the Company and Steel Partners to guarantee his re-election as chairman at the 2022
Annual Meeting O Mr. Lichtenstein engaged in a systematic campaign to delay the timing of the Annual Meeting, including by bringing litigation across the country O An independent investigation into Lichtenstein, released in May 2022,
concluded that he engaged in a pattern of misconduct, and Lichtenstein was formally reprimanded and mandated to comply with the Company’s Code of Conduct O Steel Partners is using its vast corporate resources to attack and disparage a high
performing management team – since Eileen became CEO, AJRD has outperformed peers; during Warren’s tenure prior to Eileen, the Company underperformed O Mr. Lichtenstein has recently inundated employees with massive data requests and
intimidating correspondence – reflecting a lack of understanding of the business, a waste of Company resources and a clear threat to AJRD’s ability to hold together its employee base and maintain its client relationships O Mr.
Lichtenstein was paid millions as Executive Chair (~$7mm in 2020) despite criticizing Company strategy; he launched a website in support of his proxy fight with images of Russian rockets rather than those manufactured by Aerojet Rocketdyne,
demonstrating his lack of familiarity with the business O Mr. Lichtenstein has been involved in Aerojet Rocketdyne’s pension fund since joining the Board in 2008, which has performed poorly, turning an overfunded position of $60mm+ in 2008
to an underfunded position of ~($275mm) today; despite this performance Mr. Lichtenstein continues to resist an audit of the pension fund 1. SEC filings (13D as of 3/5/08 and 4/21/22) 19
A Vote for the Independent Slate Is a Vote for Shareholders’
Interests If elected, our Independent Slate will undertake the following actions to benefit all shareholders: ✓ Commence a comprehensive review of strategic, financial and capital allocation alternatives and opportunities seeking to maximize
shareholder value, including exploring a potential sale of the company ✓ Eliminate the Executive Chair position and create an Independent Chair that acts on behalf of all shareholders (and saves the Company a bloated Executive Chair salary)
✓ Commit to holding quarterly earnings calls and providing financial guidance to investors (something Mr. Lichtenstein frowned upon) ✓ Further enhance the gender and racial diversity of the Board through the election of four diverse
new board members, including one African-American director and three female directors ✓ Replace the leadership of the Benefits Management Committee to increase accountability for the performance of Aerojet Rocketdyne’s pension fund
✓ Continue the momentum in the business and capitalize on the opportunity in front of us We urge all shareholders to vote FOR ALL of the Independent Slate’s highly qualified director nominees on the WHITE proxy card at the upcoming
special meeting 20
Appendix
Appendix: The Independent Slate’s Biographies
The Independent Slate’s Biographies Eileen P. Drake General Kevin P.
Chilton, USAF (Ret.) President & CEO, Former Commander, Aerojet Rocketdyne U.S. Strategic Command Director since 2015 Director since 2018 Ms. Drake has served as CEO and President of Aerojet Gen. Chilton has served as a member of the Aerojet
Rocketdyne Board of Directors since 2018. Gen. Chilton has served as president of Rocketdyne and as a member of the Board of Directors since June Chilton & Associates LLC, an aerospace, cyber and nuclear consulting 2015. Immediately prior to
these roles, she served as the company, since 2011, when he retired from the U.S. Air Force after Company’s COO from March 2015 to June 2015. over 34 years of service. He completed his career as the Commander, U.S. Strategic Command, where he
was responsible for the plans and Before joining Aerojet Rocketdyne, Ms. Drake held several senior operations for all U.S. forces conducting strategic nuclear deterrence, positions with United Technologies Corporation (UTC), a space and cyberspace
operations. multinational manufacturing conglomerate, from 2003 to 2015, including President of Pratt & Whitney AeroPower’s auxiliary power From 2006 to 2007, Gen. Chilton served as Commander of Air Force unit and small turbojet propulsion
business from 2012 to 2015. Space Command, where he was responsible for all Air Force space From 1996 to 2003, Ms. Drake managed production operations at and nuclear ICBM programs. From 1998 to 2006, Gen. Chilton held a both the Ford Motor Company
and Visteon Corporation where she number of positions in the Department of Defense including: was Ford’s product line manager for steering systems and plant Commander of the 9th Reconnaissance Wing; Commander of the 8th manager of
Visteon’s fuel system operation. Ms. Drake also served Air Force; Deputy Director of Politico-Military Affairs, Asia-Pacific and on active duty for seven years as a U.S. Army aviator and airfield Middle East; Deputy Director of Programs; and
acting Assistant Vice commander of Davison Army Airfield in Fort Belvoir, Virginia. Chief of Staff of the Air Force. From 1987 to 1998, he served as a National Aeronautics and Space Administration (“NASA”) Astronaut, ▪ Extensive
leadership and strategy experience as Aerojet participating in three space shuttle flights and as Deputy Program Rocketdyne’s President & CEO since 2015 Manager for Operations for the International Space Station Program. 1 ▪ Over 45
years of direct A&D leadership experience, including as ▪ Has delivered 183% TSR for Aerojet Rocketdyne shareholders Commander of U.S. Strategic Command, where he was since Ms. Drake became permanent CEO, driven by responsible for plans
and operations for all U.S. forces conducting substantially enhanced profitability and performance strategic nuclear deterrence, space and cyberspace operations ▪ Current Public Directorships: Director of Aerojet Rocketdyne ▪ Current
Public Directorships: Director of Aerojet Rocketdyne and and Woodward Lumen Technologies Source: Committee for Aerojet Rocketdyne Shareholders and Value Maximization, BoardEx, FactSet Note: All figures are rounded to the nearest whole number. TSR
assumes dividends are reinvested. Past results are not indicative of future performance 21 1. Reflects performance from 11/23/15 (date of Eileen Drake's Employment Agreement) to 6/3/22
The Independent Slate’s Biographies (Cont’d) Thomas A. Corcoran
General Lance W. Lord, USAF (Ret.) Former President & CEO, Former Commander, Gemini Air Cargo (a former Carlyle Portfolio U.S. Air Force Space Command Company) Director since 2008 Director since 2015 Mr. Corcoran has served as a member of the
Aerojet Rocketdyne Gen. Lord has served as a member of the Aerojet Rocketdyne Board of Directors since 2015. Since retiring from the U.S. Air Force in 2006 Board of Directors since 2008. Mr. Corcoran has been President of after 37 years of military
service, Gen. Lord has been a Senior Corcoran Enterprises, LLC, a management consulting company, Associate of The Four Star Group, LLC, a private aerospace and since 2001. He also served as Senior Advisor of The Carlyle defense advisory and
consulting group, since 2008. In 2010, Gen. Lord Group, a private investment firm, from 2001 to 2017. Mr. Corcoran founded L2 Aerospace, LLC (now known as OmniTeq, LLC), an has held a number of senior executive positions, including innovative
company to shape and influence the business competition in President and CEO of Gemini Air Cargo, Inc. (a Carlyle Group the dynamic and emerging commercial, civil and defense aerospace company) from 2001 to 2004; President and CEO of Allegheny
markets. Teledyne Incorporated from 1999 through 2000; and President and COO of Lockheed Martin Corporation’s Electronic Systems and While in the military, Gen. Lord held a number of significant posts, Space & Strategic Missiles sectors
from 1993 to 1999. Mr. including Commander, Air Force Space Command, from 2002 to 2006, Corcoran was also elected a corporate officer and rose to the during which time he was responsible for the development, acquisition number two position in G.E.
Aerospace as VP and General and operation of Air Force space and missile weapon systems. In that Manager of G.E. Aerospace Operations in 1990, after beginning his position, he led more than 39,700 personnel who provided space and career with General
Electric Company in 1967. intercontinental ballistic missile combat capabilities to the North American Aerospace Defense Command and U.S. Strategic ▪ Extensive senior leadership experience as CEO of Gemini Air Command. Gen. Lord also received
several prestigious military Cargo, CEO of Allegheny Teledyne, and COO of Lockheed decorations in his career, including the Distinguished Service Medal Martin’s Electronic Systems and Space & Strategic Missiles and Legion of Merit. He is
also the 2014 recipient of the American sectors Astronautical Society’s Military Astronautics Award. ▪ Over 37 years of direct A&D leadership experience, including as ▪ Institutional shareholder perspective as a former Senior
Advisor Commander of Air Force Space Command, where he was to the Carlyle Group for nearly 16 years responsible for the development, acquisition and operation of Air Force space and missile weapon systems ▪ Current Public Directorships:
Director of Aerojet Rocketdyne and L3Harris Technologies ▪ Current Public Directorships: Director of Aerojet Rocketdyne and Frequency Electronics Source: Committee for Aerojet Rocketdyne Shareholders and Value Maximization, BoardEx, FactSet
22
The Independent Slate’s Biographies (Cont’d) Gail Baker Marion
C. Blakey Former President of Aftermarket Services, Former Administrator, Collins Aerospace FAA Nominee Nominee Ms. Baker served as the President, Aftermarket services for Collins Ms. Blakey served as President and CEO of Rolls-Royce North Aerospace
from 2019 until her retirement in 2020. In this role, she America Inc. (RRNA) until 2018. Prior to joining Rolls-Royce, led the $11 billion worldwide commercial and military aftermarket Blakey was President and CEO of the Aerospace Industries
business and customer service organizations, and her Association (AIA) for eight years where she provided the leading responsibilities included customer-tailored solutions, long-term voice for the aerospace and defense industry representing more
aftermarket programs, spares planning and delivery, asset than 270 member companies. management, technical and strategic planning and management of 14 global maintenance, repair and overhaul facilities. From 2017 to From 2002 to 2007, Blakey was
Administrator of the Federal 2019, Ms. Baker served as the President, Intelligence, Surveillance, Aviation Administration (FAA) where she operated the world’s Reconnaissance and Space at Collins Aerospace. From 2015 to largest air traffic
control system and managed 44,000 employees 2017, she served as the Vice President, Air Management Systems, and a $14 billion budget. Prior to 2002, she held several senior European Entities and Aftermarket for UTC Aerospace Systems, a positions
including Chairman of the National Transportation Safety predecessor of Collins Aerospace. From 2011 to 2015, she also Board (NTSB) and Administrator of the U.S. Department of served as the President, Aerospace Customers and Business
Transportation’s National Highway Traffic Safety Administration Development for UTC Aerospace Systems. (NHTSA), as well as ran her own consulting firm focusing on transportation and infrastructure issues. ▪ Extensive A&D business
development and strategy experience, including as the former President of After Market Services at ▪ Extensive leadership experience, including as FAA Collins Aerospace, where she led the strategic planning and Administrator, where she managed
44,000 employees and a management of an $11 billion worldwide commercial and $14 billion budget, and Chairman of the NTSB military aftermarket business ▪ Also served as President and CEO of Rolls-Royce North ▪ Current Private
Directorships: Director of Leonardo DRS and America Inc. and President and CEO of the Aerospace Argosy Investment Partners-Capewell Aerial Systems (AIP-CAS Industries Association Holdings, LLC) ▪ Current Public Directorships: Director of Sun
Country Airlines, Eve Holding and New Vista Acquisition Corporation Source: Committee for Aerojet Rocketdyne Shareholders and Value Maximization, BoardEx, FactSet 23
The Independent Slate’s Biographies (Cont’d) Maj. Gen. Charles
F. Bolden, Jr. (Ret.) Deborah Lee James Former Administrator, Former Secretary, NASA U.S. Air Force Nominee Nominee Maj. Gen. Bolden (Ret.) was the Administrator of the National Ms. James served as the 23rd Secretary of the United States Air
Aeronautics and Space Administration (NASA) from July 2009 until Force, a position she held from December 2013 to January 2017. January 2017. Bolden’s 34 year career with the Marine Corps Prior to her role as Secretary of the Air Force, Ms.
James held included 14 years as a member of NASA’s Astronaut Office. After various executive positions during a 12-year tenure at Science joining the office in 1980, he traveled into orbit four times aboard Applications International
Corporation (SAIC), most recently serving the space shuttle between 1986 and 1994, commanding two of the as Sector President, Technical and Engineering of the Government missions and piloting two others. Today, in addition to his numerous Solutions
Group. SAIC is a provider of services and solutions in the professional affiliations, Maj. Gen. Bolden serves as the Founder areas of defense, health, energy, infrastructure, intelligence, and CEO Emeritus of The Charles F. Bolden Group, providing
surveillance, reconnaissance and cybersecurity to agencies of the leadership in the areas of Space/ Aerospace Exploration, National U.S. Department of Defense (DoD), the intelligence community, the Security, STEM+AD Education and Health Initiatives.
U.S. Department of Homeland Security, foreign governments and other customers. Earlier in her career, Ms. James served as ▪ Over 34 years of direct A&D leadership experience, including as Professional Staff Member for the House Armed
Services NASA Administrator for 8 years and as a member of NASA’s Committee and as the DoD Assistant Secretary of Defense for Astronaut Office for 14 years, traveling into orbit four times Reserve Affairs. aboard the space shuttle ▪
Extensive leadership experience, including as the 23rd ▪ Current Public Directorships: Director of Atlas Air Worldwide Secretary of the U.S. Air Force ▪ Current Private Directorships: Director of Ligado Networks ▪ Also held various
executive positions during a 12-year tenure at and Blue Cross Blue Shield of South Carolina Science Applications International Corporation, including as Sector President, Technical and Engineering of the Government Solutions Group ▪ Current
Public Directorships: Director of Textron and Unisys Source: Committee for Aerojet Rocketdyne Shareholders and Value Maximization, BoardEx, FactSet 24
Appendix: Reconciliation of Unaudited Non-GAAP Financial
Measures
Reconciliation of Unaudited Non-GAAP Financial Measures The Company
provides the Non-GAAP financial measures of its performance called Adjusted EBITDAP, and Adjusted EPS. The Company uses these metrics to measure its operating and total Company performance. The Company believes that for management and investors to
effectively compare core performance from period to period, the metrics should exclude items that are not indicative of, or are unrelated to, results from the ongoing business operations such as retirement benefits (pension and postretirement
benefits), significant non-cash expenses, the impacts of financing decisions on earnings, and items incurred outside the ordinary, ongoing and customary course of business. Accordingly, the Company defines Adjusted EBITDAP as GAAP net income
adjusted to exclude interest expense, interest income, income taxes, depreciation and amortization, retirement benefits net of amounts that are recoverable under the Company's U.S. government contracts, and unusual items which the Company does not
believe are reflective of such ordinary, ongoing and customary activities. Adjusted EPS excludes retirement benefits net of amounts that are recoverable under its U.S. government contracts and unusual items which the Company does not believe are
reflective of such ordinary, ongoing and customary activities. Adjusted EPS does not represent, and should not be considered an alternative to, diluted EPS as determined in accordance with GAAP. 25
Important Information
This communication is being made in the participants’ individual capacity, and not by or on behalf of Aerojet Rocketdyne Holdings, Inc. (the
“Company”). No Company resources were used in connection with these materials. On June 1, 2022, Eileen P. Drake, General Kevin Chilton, USAF (Ret.), General Lance Lord, USAF (Ret.) and Thomas Corcoran (the “Incumbent
Directors”) filed a definitive proxy statement with the Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for a special meeting of stockholders of the Company to be held on June 30,
2022.
STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE DEFINITIVE PROXY STATEMENT BECAUSE IT CONTAINS IMPORTANT INFORMATION. Stockholders may obtain a free
copy of the definitive proxy statement, any amendments or supplements thereto and other documents that the Incumbent Directors file with the SEC from the SEC’s website at www.sec.gov. The Incumbent Directors, together with Gail Baker, Marion
Blakey, Charles Bolden and Deborah Lee James, may be deemed participants in the solicitation of proxies from stockholders. Information about the participants is set forth in the definitive proxy statement.
Contact:
D.F. King & Co., Inc.
Edward T. McCarthy / Tom Germinario
AJRD@dfking.com
Committee’s Website:
https://maximizeajrdvalue.com/
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