RADNOR, Pa., May 30, 2023 /PRNewswire/ -- Triumph Group, Inc.
(NYSE: TGI) ("TRIUMPH" or the "Company") today announced the
following changes to its Board of Directors as part of the Board's
ongoing refreshment program:
- Patrick E. Allen has been
nominated as an independent director for election at the Company's
2023 Annual Meeting of Stockholders (the "Annual Meeting").
Beginning today, Mr. Allen will serve as a non-voting Board
Observer until he is elected to the TRIUMPH Board.
- In connection with a cooperation agreement (the "Agreement")
with Vision One Management Partners, LP ("Vision One"),
Courtney R. Mather, CEO and
CIO of Vision One, has also been nominated as an independent
director for election at the Annual Meeting. Beginning today,
Mr. Mather will serve as a non-voting Board Observer
until he is elected to the TRIUMPH Board.
- General Larry O. Spencer will
retire from the TRIUMPH Board, effective as of the Annual Meeting,
following 5 years of service, including significant contributions
made as Chair of the Board's Nominating, Governance and
Sustainability committee.
- William "Bill" L. Mansfield will retire from the TRIUMPH Board,
effective as of the Annual Meeting, following 11 years of service.
Mr. Mansfield currently serves as
Lead Independent Director of the Board and previously served as
Chair of Audit, Nominating Governance, and Sustainability, and
Compensation committees.
- Neal Keating, an
independent director since April
2022, will serve as TRIUMPH's Lead Independent Director
following the Annual Meeting.
- Beginning today, Julio C. Acero, an
Investment Analyst of Vision One, will serve as a non-voting Board
Observer until the Company's 2024 Annual Meeting of
Stockholders.
Following the Annual Meeting, the TRIUMPH Board will continue to
comprise nine directors, eight of whom will be independent and four
of whom will have been appointed in the last 2 years.
"I want to express my gratitude to Bill and Larry for expertly
guiding TRIUMPH during a critical phase in the Company's 27-year
history and positioning the Company for long-term success. Their
assistance to me and the management team throughout our
transformation journey has been greatly appreciated" said
Daniel J. Crowley, the Company's
Chairman, President, Chief Executive Officer. "TRIUMPH ended fiscal
2023 with strong momentum, and I look forward to working alongside
Patrick, Courtney, Julio and the rest of the Board as TRIUMPH
executes on our operational and financial goals and captures the
significant opportunities ahead."
"The TRIUMPH Board is committed to best-in-class corporate
governance and ongoing director refreshment to support the
Company's goals," said Cynthia M.
Egnotovich, Chair of the Nominating, Governance and
Sustainability Committee. "Aided by a search firm, the Board
identified Patrick among a strong pipeline of independent
candidates as a part of our normal refreshment process. Patrick,
Courtney and Julio bring financial expertise and fresh perspectives
to the boardroom and we welcome them as we continue to oversee
TRIUMPH's continued growth and value creation."
"We invested in TRIUMPH given its leadership position in a
dynamic and critical market. We appreciate the productive
engagement we have had with the Board and are encouraged by the
Company's ongoing commitment to refreshment. Julio and I look
forward to working with Dan and the Board to drive continued value
for stockholders," said Courtney R.
Mather, Chief Executive Officer and Chief Investment Officer
of Vision One.
The Agreement includes customary standstill, voting and other
provisions. The Agreement will be filed by the Company with the
U.S. Securities and Exchange Commission (the "SEC") as an exhibit
to the Current Report on Form 8-K. The Company will file its
definitive 2023 proxy materials in the coming weeks.
About Patrick E. Allen
Mr. Allen has over 30 years of financial experience, with
extensive expertise in capital markets, accounting and SEC
financial reporting, and mergers and acquisitions. He previously
served as the Chief Financial Officer for Collins Aerospace, a
division of Raytheon Technologies, where he oversaw the
$26 billion dollar division and led a
worldwide finance team of over 3,000 professionals. Prior to this,
he held numerous positions at Rockwell Collins, including Chief
Financial Officer. Mr. Allen currently serves as a director of
Alliant Energy Corporation and Austal USA. He received his B.S. in Finance from The
Pennsylvania State University.
About Courtney R.
Mather
Mr. Mather is the Chief Executive Officer and Chief Investment
Officer of Vision One. Mr. Mather formerly served as a Portfolio
Manager and Managing Director of Icahn Capital. Prior to joining
Icahn Capital, he was at Goldman Sachs & Co., most recently as
Managing Director, where he focused on identifying and analyzing
investment opportunities for both Goldman Sachs and clients. Mr.
Mather currently serves as an independent director on the boards of
Caesars Entertainment, Inc. and Newell Brands Inc. Mr. Mather
previously served on the boards of Cheniere Energy, Inc., Conduent
Incorporated, Freeport-McMoRan Inc., and Herc Holdings Inc. He
holds the Chartered Alternative Investment Analyst, Chartered
Financial Analyst and Certified Financial Risk Manager professional
designations. He received a B.A. from Rutgers
College.
About Julio C. Acero
Mr. Acero is an Investment Analyst at Vision One. Mr. Acero
formerly served as a Research Associate for Artisan Partners'
Global Equity Fund covering the Industrials sector. Mr. Acero
previously served as an Investment Analyst at Steel Partners
Holdings and began his career as an Investment Banking Analyst at
Houlihan Lokey. Mr. Acero received an M.B.A. from the Kellogg
School of Management at Northwestern
University, a Master of Accounting from the University of Southern California, and a B.S. from
Cal Poly Pomona.
About Triumph
Triumph Group, Inc., headquartered in Radnor, Pennsylvania, designs, engineers,
manufactures, repairs, and overhauls a broad portfolio of aerospace
and defense systems, subsystems, and components and structures. The
Company serves the global aviation industry, including original
equipment manufacturers and the full spectrum of military and
commercial aircraft operators through the aircraft life cycle.
Forward Looking Statements
Statements in this release which are not historical facts are
forward-looking statements within the meaning of the federal
securities laws. Words such as "anticipate(s)," "expect(s),"
"intend(s)," "plan(s)," "believe(s)," "plan(s)," "may," "will,"
"would," "could," "should," "seek(s)," "forecast(s)," and similar
expressions, or the negative of these terms, are intended to
identify such forward-looking statements. These statements are not
guarantees of future performance, condition or results, and involve
risks and uncertainties which could affect the Company's actual
results and could cause its actual results to differ materially
from those expressed in any forward-looking statements made by, or
on behalf of, the Company. Further information regarding the
important factors that could cause actual results to differ from
projected results can be found in the Company's reports filed with
the SEC, including its Annual Report on Form 10-K for the fiscal
year ended March 31, 2023.
Important Additional Information and Where to Find It
The Company plans to file proxy materials with the SEC in
connection with the solicitation of proxies for the Company's 2023
annual meeting of stockholders (the "2023 Annual Meeting"). Prior
to the 2023 Annual Meeting, the Company will file a definitive
proxy statement (the "Proxy Statement") together with a proxy card.
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS
THAT THE COMPANY WILL FILE WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. Stockholders will be able to obtain, free of
charge, copies of the Proxy Statement, any amendments or
supplements thereto and any other documents (including the proxy
card) when filed by the Company with the SEC in connection with the
2023 Annual Meeting at the SEC's website http://www.sec.gov or at
the Company's website https://ir.triumphgroup.com.
Certain Information Regarding Participants
The Company, its directors and certain of its executive officers
and other employees may be deemed to be participants in the
solicitation of proxies from stockholders in connection with the
2023 Annual Meeting. Additional information regarding the identity
of these potential participants, none of whom, other than
Daniel J. Crowley, own in excess of
one percent (1%) of the Company's shares, and their direct or
indirect interests, by security holdings or otherwise, will be set
forth in the Proxy Statement and other materials to be filed with
the SEC in connection with the 2023 Annual Meeting. Information
relating to the foregoing can also be found in the Company's
definitive proxy statement for its 2022 annual meeting of
stockholders (the "2022 Proxy Statement"), filed with the SEC on
June 3, 2022. To the extent holdings
of the Company's securities by such potential participants (or the
identity of such participants) have changed since the information
printed in the 2022 Proxy Statement, such information has been or
will be reflected on Statements of Change in Ownership on Forms 3
and 4 filed with the SEC. You may obtain free copies of these
documents using the sources indicated above.
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SOURCE Triumph Group