David P. Hess, Arconic Board Member, Appointed to Serve as Interim CEO
Patricia F. Russo, Lead Director, Appointed to Serve as Interim Chair
Arconic (NYSE: ARNC) today announced that Klaus Kleinfeld, by mutual
agreement with the Arconic Board of Directors, has stepped down as Chair
and Chief Executive Officer of Arconic and has resigned as a Board
member.
David P. Hess, a current Board member, has been appointed as Interim CEO
of Arconic and will remain on the Board. Mr. Hess has decades of
experience in leading aerospace and industrial businesses. Patricia F.
Russo, Arconic’s current Lead Director, has been appointed as Interim
Chair of the Board. Ms. Russo has served on the Board since 2008 and has
been serving as Lead Director since 2015.
“The Board is focused on hiring a world-class CEO to lead Arconic into
its next chapter. We are focused on ensuring a smooth leadership
transition for our customers, employees and many stakeholders,” said Ms.
Russo. “The Board is deeply grateful to Klaus Kleinfeld for his
dedication and service as Chair and CEO of Arconic, and previously of
Alcoa Inc., and appreciates his assistance with this transition. Klaus
led a complex and highly successful transformation of Alcoa Inc. that
culminated in the launch of two strong, standalone companies – Alcoa
Corporation and Arconic. Today, Arconic is a leading advanced
manufacturer of highly engineered products with strong market positions.”
Mr. Kleinfeld said, “I have had the honor and the privilege of working
with so many talented and dedicated colleagues at Alcoa Inc. and now at
Arconic. Together we have accomplished a lot. Today, Arconic is well
positioned for the next phase. I am committed to supporting David and
the Board through this transition phase.”
Ms. Russo continued, “We are fortunate to have a proven leader of David
Hess’ caliber to step into the CEO role on an interim basis while the
Board conducts its search process for a permanent CEO. We are confident
that David’s abilities and experience will ensure a smooth transition
for the benefit of all of our stakeholders.”
Mr. Hess said, “I look forward to working closely with the Board, senior
leadership team and our dedicated and hard-working employees. Klaus and
the Arconic team have built a great company and over the coming months
my focus will be on continuing to serve our customers seamlessly, and
deliver for our shareholders.”
Mr. Kleinfeld stepped down as Chair and CEO by mutual agreement after
the Board learned that, without consultation with or authorization by
the Board, he had sent a letter directly to a senior officer of Elliott
Management that the Board determined showed poor judgment.
Importantly, this decision was not made in response to the proxy fight
or Elliott Management’s criticisms of the Company’s strategy, leadership
or performance and is not in any way related to the financials or
records of the Company. The Board continues to believe that under Mr.
Kleinfeld’s leadership, the Company successfully executed a
transformative vision and improved business performance amid a complex
market environment, and the Board reaffirms the strategy developed under
Mr. Kleinfeld’s leadership and shared with our investors, customers and
employees.
Elliott Management’s central objective – a CEO change – has been
realized at Arconic. With the completion of Arconic’s transformative
separation transaction last November, the substantial refreshment of its
Board composition with seven of its twelve directors having joined the
Board since the beginning of last year, and now the departure of Mr.
Kleinfeld as CEO and Chair of the Board, it is clear that the Company
has recently undergone a tremendous amount of change. It is Elliott
Management’s decision whether to continue to burden Arconic and its
shareholders with its highly disruptive and distracting proxy fight, or
to support Arconic in facilitating an effective CEO search and a strong
transition.
About David P. Hess
David P. Hess joined the Arconic Board in March 2017. He has served in
numerous leadership roles over his 38-year career at United Technologies
Corporation (UTC) including his most recent position as UTC Executive
Vice President and Chief Customer Officer for Aerospace, held from
January 2015 through January 2017. Previously, Mr. Hess served as
President of Pratt & Whitney from January 2009 through January 2014,
where he was responsible for the company’s global operations in the
design, manufacture and service of aircraft engines for commercial and
military aircraft. He joined Pratt & Whitney after four years as
President of Hamilton Sundstrand, the UTC business where he began his
professional career in 1979. Mr. Hess was a 10-year member on the
Aerospace Industries Association (AIA) Board of Governors Executive
Committee, serving as Chairman in 2012. Mr. Hess is a Fellow of the
Royal Aeronautical Society. He holds a bachelor’s degree in physics from
Hamilton College and a bachelor’s and master’s degree in electrical
engineering from Rensselaer Polytechnic Institute. He was awarded an MIT
Sloan Fellowship in 1989 and earned a master’s degree in management in
1990.
About Patricia F. Russo
Ms. Russo has served on the Arconic Board as Lead Director since the
Company was launched as a standalone entity after the separation of
Alcoa Inc. Ms. Russo joined the Alcoa Inc. board in 2008 and was
appointed Lead Director in 2015. Ms. Russo is Chair of Hewlett Packard
Enterprise Company. Ms. Russo was the Chief Executive Officer of Alcatel
Lucent, a large global communications company, from December 2006 to
September 2008. She served as Chair of Lucent Technologies Inc. from
2003 to 2006 and as its Chief Executive Officer and President from 2002
to 2006, during which time she led the company through one of the most
challenging periods in the telecommunications sector’s history. She led
the company’s return to profitability and growth after the telecom
industry downturn and later led the company through its strategic merger
with Alcatel. Ms. Russo was Chair of Avaya Inc. from December 2000,
until she joined Lucent as Chief Executive Officer in January 2002. She
has been recognized multiple times for her business achievements as one
of Fortune’s “Most Powerful Women” and as one of Time’s “100 Most
Influential People”.
About Arconic
Arconic (NYSE: ARNC) creates breakthrough products that shape
industries. Working in close partnership with our customers, we solve
complex engineering challenges to transform the way we fly, drive, build
and power. Through the ingenuity of our people and cutting-edge advanced
manufacturing techniques, we deliver these products at a quality and
efficiency that ensures customer success and shareholder value. For more
information: www.arconic.com.
Follow @arconic: Twitter,
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and YouTube.
Forward–Looking Statements
This communication 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
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“guidance,” “goal,” “intends,” “may,” “outlook,” “plans,” “projects,”
“seeks,” “sees,” “should,” “targets,” “will,” “would,” or other words of
similar meaning. All statements that reflect Arconic’s expectations,
assumptions or projections about the future, other than statements of
historical fact, are forward-looking statements, including, without
limitation, forecasts relating to the growth of end markets and
potential share gains; statements and guidance regarding future
financial results or operating performance; and statements about
Arconic’s strategies, outlook, business and financial prospects.
Forward-looking statements are not guarantees of future performance, and
it is possible that actual results may differ materially from those
indicated by these forward-looking statements due to a variety of risks
and uncertainties, including, but not limited to: (a) deterioration in
global economic and financial market conditions generally; (b)
unfavorable changes in the markets served by Arconic; (c) the inability
to achieve the level of revenue growth, cash generation, cost savings,
improvement in profitability and margins, fiscal discipline, or
strengthening of competitiveness and operations anticipated from
restructuring programs and productivity improvement, cash
sustainability, technology advancements, and other initiatives; (d)
changes in discount rates or investment returns on pension assets; (e)
Arconic’s inability to realize expected benefits, in each case as
planned and by targeted completion dates, from acquisitions,
divestitures, facility closures, curtailments, expansions, or joint
ventures; (f) the impact of cyber attacks and potential information
technology or data security breaches; (g) political, economic, and
regulatory risks in the countries in which Arconic operates or sells
products; (h) the outcome of contingencies, including legal proceedings,
government or regulatory investigations, and environmental remediation;
and (i) the other risk factors discussed in Arconic’s Form 10-K for the
year ended December 31, 2016, and other reports filed with the U.S.
Securities and Exchange Commission (SEC). Arconic 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. Market projections are subject to the risks
discussed above and other risks in the market.
Arconic
Investor Contact
Patricia Figueroa, 212-836-2758
Patricia.Figueroa@arconic.com
or
Media Contact
Shona Sabnis, 212-836-2626
Shona.Sabnis@arconic.com