New directors to add valuable experience as Alcoa prepares for separation
Lightweight metals leader Alcoa Inc. (NYSE:AA) today announced that it
will appoint Ulrich “Rick” Schmidt, John C. Plant and Sean O. Mahoney to
serve on the Company’s Board of Directors, effective February 5, 2016.
These appointments will further strengthen the Company and add valuable
aerospace and automotive experience to the Board as Alcoa prepares to
separate into two independent companies in the second half of 2016. With
these appointments, the Alcoa Board will be expanded to consist of 15
directors.
“We are pleased to welcome Rick, John, and Sean to the Alcoa Board,”
said Klaus Kleinfeld, Chairman and Chief Executive Officer. “As we
prepare to separate into two strong companies, we have been actively
working to ensure each has a world-class Board of Directors focused on
creating shareholder value. Each of our new directors is a high caliber
executive with a proven track record of success, and each brings
valuable skills highly relevant to the markets we serve, including
aerospace and automotive. We look forward to drawing on their expertise
as we launch two independent companies positioned for success.”
In connection with this announcement, Alcoa and affiliates of Elliott
Management, which hold an economic interest in approximately 7.5 percent
of Alcoa’s common stock, have entered into an agreement that provides
that Elliott will support the Company’s slate of director nominees at
Alcoa’s 2016 Annual Meeting of Shareholders. Mahoney will be included
with the Company’s slate of director nominees for election at the
Company’s 2016 Annual Meeting of Shareholders and will be added to the
class of directors whose term expires in 2016. Schmidt and Plant will be
added to the class of directors whose terms expire in 2017 and 2018,
respectively.
Dave Miller, Senior Portfolio Manager at Elliott Management said, “We
believe the Company is taking the right steps as it moves forward with
its separation. This is a pivotal moment for Alcoa and represents an
opportunity to create substantial value for shareholders. We are pleased
to have worked constructively with Alcoa and believe that Rick, John and
Sean bring relevant experience to the Alcoa Board and the future
Value-Add Co.”
As previously announced, Alcoa plans to separate into two,
industry-leading publicly traded companies in the second half of 2016.
The Upstream company will comprise five strong business units that today
make up Global Primary Products: Bauxite, Alumina, Aluminum, Cast
Products and Energy; the innovation and technology-driven Value-Add
company will include the Global Rolled Products, Engineered Products and
Solutions, and Transportation and Construction Solutions businesses. As
the Company prepares to implement the separation, the Board of Directors
will work closely with Alcoa’s management team in a comprehensive review
of its portfolio, operations, profitability drivers and cost structure,
and will update the market at the appropriate time.
About Ulrich “Rick” Schmidt
Ulrich “Rick” Schmidt is the former Executive Vice President and Chief
Financial Officer of Spirit Aerosystems Holdings, Inc. He served on the
Board of Directors of Precision Castparts Corporation from 2007 until
January 2016. Schmidt joined Spirit Aerosystems from Goodrich
Corporation in 2005, where he served as Executive Vice President and
Chief Financial Officer from 2000 to 2005 and as Vice President, Finance
and Business Development, Goodrich Aerospace from 1994 to 2000. Prior to
joining Goodrich, he held senior level roles at a variety of companies,
including Invensys Limited, Everest & Jennings International Limited and
Argo-Tech Corporation. Schmidt received his undergraduate degree and a
Masters of Business Administration from Michigan State University.
About John C. Plant
John C. Plant is the former chairman of the board, president and chief
executive officer of TRW Automotive, which 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.
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. Previously, Plant was
president of Lucas Varity Automotive and managing director of the
Electrical and Electronic division from 1991 through 1997. Plant is a
member of the Board of Directors of Masco Corporation, Gates
Corporation, and Jabil Circuit Corporation. He is also a vice chairman
of the Washington based Kennedy Center Corporate Fund Board, and a board
member of the Automotive Safety Council. A graduate of the University of
Birmingham, Plant holds a Bachelor of Commerce degree in Economics,
Accounting and Law, and was bestowed an honorary Doctorate in 2014.
Plant is also a Fellow of the Institute of Chartered Accountants.
About Sean O. Mahoney
Sean O. Mahoney has extensive experience in capital markets and business
strategy across a wide variety of companies and sectors, including
industrial and automotive. He is a private investor with over two
decades of experience in investment banking and finance. Mr. Mahoney
currently serves on the boards of Delphi Automotive plc, Cooper-Standard
Holdings Inc., and Formula One Holdings, as well as the post-bankruptcy
board of Lehman Brothers Holdings Inc. Mr. Mahoney spent 17 years in
investment banking at Goldman, Sachs & Co., where he was a partner and
head of the Financial Sponsors Group, followed by four years at Deutsche
Bank Securities, where he served as Vice Chairman, Global Banking. He
earned his undergraduate degree from the University of Chicago, and his
graduate degree from Oxford University, where he was a Rhodes Scholar.
About Alcoa
A global leader in lightweight metals technology, engineering and
manufacturing, Alcoa innovates multi-material solutions that advance our
world. Our technologies enhance transportation, from automotive and
commercial transport to air and space travel, and improve industrial and
consumer electronics products. We enable smart buildings, sustainable
food and beverage packaging, high performance defense vehicles across
air, land and sea, deeper oil and gas drilling and more efficient power
generation. We pioneered the aluminum industry over 125 years ago, and
today, our approximately 60,000 people in 30 countries deliver value-add
products made of titanium, nickel and aluminum, and produce best-in-
class bauxite, alumina and primary aluminum products. For more
information, visit www.alcoa.com,
follow @Alcoa on Twitter at www.twitter.com/Alcoa
and follow us on Facebook at www.facebook.com/Alcoa.
Forward Looking Statements
This release contains statements that relate to future events and
expectations and as such constitute forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include those containing such words as
“estimates,” “expects,” “goal,” “plans,” “should,” “target,” “will,”
“would,” or other words of similar meaning. All statements that reflect
Alcoa’s expectations, assumptions or projections about the future, other
than statements of historical fact, are forward-looking statements,
including, without limitation, statements regarding Alcoa’s proposed
separation transaction, the future performance of Value-Add and Upstream
businesses and business improvement programs. Forward-looking statements
are subject to risks, uncertainties and other factors, and are not
guarantees of future performance. Important factors that could cause
actual results to differ materially from those expressed or implied in
the forward-looking statements include, but are not limited to: (a)
uncertainties as to the timing of the separation and whether it will be
completed; (b) the possibility that various closing conditions for the
separation may not be satisfied; (c) the risk that the businesses will
not be separated successfully or such separation may be more difficult,
time-consuming or costly than expected; (d) the impact of the separation
on the businesses of Alcoa; (e) material adverse changes in aluminum
industry conditions, including global supply and demand conditions and
fluctuations in London Metal Exchange-based prices and premiums, as
applicable, for primary aluminum, alumina, and other products, and
fluctuations in indexed-based and spot prices for alumina; (f) Alcoa’s
inability to successfully realize goals established in each of its
business segments, at the levels or by the dates targeted for such goals
(including moving its alumina refining and aluminum smelting businesses
down on the industry cost curves and increasing revenues and improving
margins in its Value-Add businesses); (g) Alcoa’s inability to realize
expected benefits, in each case as planned and by targeted completion
dates, from acquisitions, divestitures, facility closures, curtailments,
or expansions, or international joint ventures; (h) political, economic,
and regulatory risks in the countries in which Alcoa operates, including
unfavorable changes in laws and governmental policies, tax rates, civil
unrest, or other events beyond Alcoa’s control; (i) changes in
preliminary accounting estimates due to the significant judgments and
assumptions required; (j) the outcome of contingencies, including legal
proceedings and environmental remediation; (k) deterioration in global
economic and financial market conditions generally; (l) the risk that
increased debt levels, deterioration in debt protection metrics,
contraction in liquidity, or other factors could adversely affect the
targeted credit ratings for Value-Add Company or Upstream Company; and
(m) the other risk factors summarized in Alcoa’s Form 10-K for the year
ended December 31, 2014, and other reports filed with the Securities and
Exchange Commission. Alcoa disclaims any obligation to update publicly
any forward-looking statements, whether in response to new information,
future events or otherwise, except as required by applicable law.
Alcoa Inc.
Investor Contact
Matthew Garth, 212-836-2714
Matthew.Garth@alcoa.com
or
Media Contact
Monica Orbe, 212-836-2632
Monica.Orbe@alcoa.com