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Item 5.02
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On February 6, 2019, the Company announced
that the Board of Directors (the “
Board
”) appointed John C. Plant, current Chairman of the Board, as Chairman
and Chief Executive Officer of the Company, effective February 6, 2019, to succeed Charles “Chip” Blankenship, who
ceased to serve as Chief Executive Officer of the Company and resigned as a member of the
Board, in each case as of that date
. In addition, the Company announced that the Board appointed Elmer L. Doty, current
member of the Board, as Chief Operating Officer, a newly created position, effective February 6, 2019. Mr. Doty will remain a member
of the Board. The Company also announced that Arthur D. Collins, Jr., current member of the Board, has been appointed interim Lead
Independent Director of the Company, effective February 6, 2019. The compensation arrangements for Messrs. Plant, Doty and
Collins have not yet been agreed.
Mr. Plant, age 65, has served as Chairman
of the Board since October 2017 and as a member of the Board since February 2016. Mr. Plant previously served as the Chairman of
the Board, President and Chief Executive Officer of TRW Automotive from 2011 to 2015 and as its President and Chief Executive Officer
from 2003 to 2011. TRW Automotive was acquired by ZF Friedrichshafen AG in May 2015. Under his leadership, TRW employed more than
65,000 people in approximately 190 major facilities around the world and was ranked among the top 10 automotive suppliers globally.
Mr. Plant was a co-member of the Chief Executive Office of TRW Inc. from 2001 to 2003 and an Executive Vice President of TRW from
the company’s 1999 acquisition of Lucas Varity to 2003. Prior to TRW, Mr. Plant was President of Lucas Varity Automotive
and managing director of the Electrical and Electronics division from 1991 through 1997.
Mr. Doty, age 64, has served as a member
of the Board since May 2017. Mr. Doty was an Operating Executive at The Carlyle Group LP, a multinational private equity, alternative
asset management and financial services corporation, where he previously held a similar position in 2012. In connection with his
appointment as COO, Mr. Doty has resigned from his position with The Carlyle Group LP. From December 2012 to February 2016, Mr.
Doty was President and Chief Executive Officer of Accudyne Industries LLC, a provider of precision-engineered flow control systems
and industrial compressors. Mr. Doty also was the President and Chief Executive Officer of Vought Aircraft Industries, Inc. from
2006 until its acquisition in 2010 by Triumph Group, a leader in manufacturing and overhauling aerospace structures, systems and
components. Prior to Vought, Mr. Doty was Executive Vice President and General Manager of the Land Systems Division of United Defense
Industries, Inc. (now BAE Systems). Earlier in his career, Mr. Doty held executive positions at both General Electric Company and
FMC Corporation.
Mr. Collins, age 71, has served as a member
of the Board since April 2010. Mr. Collins was Chairman of Medtronic, Inc., a leading medical device and technology company, from
April 2002 until his retirement in August 2008, and Chief Executive Officer from May 2002 to August 2007. He held a succession
of other executive leadership positions with Medtronic from 1992 until his retirement, including as President and Chief Executive
Officer, President and Chief Operating Officer, and Chief Operating Officer. He was Executive Vice President of Medtronic and
President of Medtronic International from June 1992 to January 1994. Prior to joining Medtronic, he was Corporate Vice President
of Abbott Laboratories (health care products) from October 1989 to May 1992 and Divisional Vice President of that company from
May 1984 to October 1989. He joined Abbott in 1978 after spending four years with Booz, Allen & Hamilton, a major management
consulting firm.