LAKE FOREST, Ill., Feb. 28, 2020 /PRNewswire/ -- Tenneco Inc.
(NYSE: TEN) today announced that its Board of Directors has named
Dennis J. Letham as Lead Independent
Director and appointed new chairpersons and reconstituted the
membership of each Board committee. These changes, which will take
effect on April 1, 2020, are part of
the Company's ongoing Board and governance refreshment
process.
These changes follow the addition of three independent directors
in the last year, including the February 5,
2020 addition of Charles K. Stevens
III as the Board's newest independent director. As
previously announced, the Board intends to continue its refreshment
process throughout the year.
"The actions we announced today will help to further enhance the
Board's independent oversight as we continue our ongoing Board
refreshment process," said Gregg M.
Sherrill, Chairman of the Tenneco Board. "Dennis has been a
strong voice in the boardroom, and we are confident that he will
help ensure that our actions and decisions remain focused on the
best interests of shareholders in his new role as Lead Independent
Director. Given our work to refresh our Board with new, diverse
directors, we also believe it is important to reconstitute our
committees – which is consistent with best practices in corporate
governance – to bring fresh perspectives, leadership and
decision-making to the Board. We remain committed to taking actions
to enhance our governance program and position the Board to achieve
its objective of maximizing value for shareholders."
Following the actions announced today, the composition of
Tenneco's Board committees will be as follows:
- Nominating and Governance Committee: Jane L. Warner (Chair), Roger B. Porter, Charles
K. Stevens III
- Audit Committee: Thomas C.
Freyman (Chair), Denise Gray,
Dennis J. Letham, Jane L. Warner
- Compensation Committee: James S.
Metcalf (Chair), Thomas C.
Freyman, Denise Gray,
Charles K. Stevens III
About the Named Lead Independent Director and Committee
Chairs (Effective April 1,
2020)
Dennis J. Letham, Lead
Independent Director, has significant public company executive
experience from his more than 35-year career, including serving as
Executive Vice President and Chief Financial Officer of Anixter
International Inc. from 1995 until his retirement in 2011. Mr.
Letham currently serves as a director of Extra Space Storage Inc.
Mr. Letham has gained a deep understanding of the operations and
complex financials of large organizations undergoing transitions,
making him uniquely qualified to serve as Lead Independent
Director.
Jane L. Warner, Chair of the
Nominating and Governance Committee, has over 20 years of
automotive and manufacturing experience, having served as an
executive at companies including Illinois Tool Works Inc. and
General Motors Corporation. Ms. Warner also has significant board
experience and has served on the boards of Brunswick Corporation,
Regal Beloit Corporation and MeadWestvaco Corporation, giving her
the relevant perspective to serve as the Chair of the Nominating
and Governance Committee.
Thomas C. Freyman, Chair of the
Audit Committee, is the former Chief Financial Officer of Abbott
Laboratories and held various financial leadership positions during
a period where Abbott executed a significant transformation and
refocused its business portfolio. Prior to joining Abbott, Mr.
Freyman was a certified public accountant at Ernst & Whinney.
Mr. Freyman also serves on the Board of Directors of Allergan plc
and Hanger, Inc. Given his background in public accounting and
other qualifications, the Board has designated Mr. Freyman as an
"audit committee financial expert."
James S. Metcalf, Chair of the
Compensation Committee, has substantial executive leadership and
Board experience, having served in a number of roles at USG
Corporation, including Chairman, Chief Executive Officer and
President. Mr. Metcalf currently serves as Chief Executive Officer
and Chairman of the Board of Directors for Cornerstone Building
Brands. He previously served on the Board of Directors of Molex,
where he served on the Board's Compensation Committee. His broad
experience in multiple areas within large publicly traded
manufacturing companies gives him particular insight into
strategic, operational and financial issues.
About Tenneco
Headquartered in Lake Forest, Illinois, Tenneco is one of the
world's leading designers, manufacturers and marketers of
Aftermarket, Ride Performance, Clean Air and Powertrain products
and technology solutions for diversified markets, including light
vehicle, commercial truck, off-highway, industrial and the
aftermarket, with 2019 revenue of $17.45
billion and approximately 78,000 employees worldwide. On
October 1, 2018, Tenneco completed
the acquisition of Federal-Mogul, a leading global supplier to
original equipment manufacturers and the aftermarket.
Additionally, the company expects to separate its businesses to
form two independent companies, an Aftermarket and Ride Performance
company as well as a Powertrain Technology company.
Safe Harbor
This release contains forward-looking
statements. These forward-looking statements include, among others,
statements relating to our strategies and plans to separate into
two independent public companies. Forward-looking statements are
subject to a number of risks and uncertainties that could cause
actual results to materially differ from those described in the
forward-looking statements, including the possibility that Tenneco
may not complete the separation of the Aftermarket & Ride
Performance business from the Powertrain Technology business (or
achieve some or all of the anticipated benefits of such a
separation); the possibility that the separation may have an
adverse impact on existing arrangements with Tenneco, including
those related to transition, manufacturing and supply services and
tax matters; the ability to retain and hire key personnel and
maintain relationships with customers, suppliers or other business
partners; the risk that the benefits of the separation may not be
fully realized or may take longer to realize than expected; the
risk that the separation may not advance Tenneco's business
strategy; the potential diversion of Tenneco management's attention
resulting from the separation; as well as the risk factors and
cautionary statements included in Tenneco's periodic and current
reports (Forms 10-K, 10-Q and 8-K) filed from time to time with the
SEC. Given these risks and uncertainties, investors should not
place undue reliance on forward-looking statements as a prediction
of actual results. Unless otherwise indicated, the forward-looking
statements in this release are made as of the date of this
communication, and, except as required by law, Tenneco does not
undertake any obligation, and disclaims any obligation, to publicly
disclose revisions or updates to any forward-looking statements.
Additional information regarding these risk factors and
uncertainties is detailed from time to time in the company's SEC
filings, including but not limited to its annual report on Form
10-K for the year ended December 31,
2018 and Form 10-Q for the quarter ended September 30, 2019.
Investor inquiries:
Linae
Golla
847-482-5162
lgolla@tenneco.com
Rich Kwas
248-849-1340
rich.kwas@tenneco.com
Media inquiries:
Bill
Dawson
847-482-5807
bdawson@tenneco.com
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SOURCE Tenneco Inc.