RADNOR, PA — Triumph Group, Inc. (NYSE: TGI) this week 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.
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