Exhibit 99.1
Tenneco Announces Governance Enhancements
Names Dennis J. Letham Lead Independent Director
Reconstitutes Board Committees and Names New Committee Chairpersons
LAKE FOREST, Ill., Feb. 28, 2020 — Tenneco Inc. (NYSE: TEN) today announced that its Board of Directors has named Dennis J. Letham as Lead Independent Director and appointed new chairpersons and reconstituted the membership of each Board committee. These changes, which will take effect on April 1, 2020, are part of the Company’s ongoing Board and governance refreshment process.
These changes follow the addition of three independent directors in the last year, including the February 5, 2020 addition of Charles K. Stevens III as the Board’s newest independent director. As previously announced, the Board intends to continue its refreshment process throughout the year.
“The actions we announced today will help to further enhance the Board’s independent oversight as we continue our ongoing Board refreshment process,” said Gregg M. Sherrill, Chairman of the Tenneco Board. “Dennis has been a strong voice in the boardroom, and we are confident that he will help ensure that our actions and decisions remain focused on the best interests of shareholders in his new role as Lead Independent Director. Given our work to refresh our Board with new, diverse directors, we also believe it is important to reconstitute our committees – which is consistent with best practices in corporate governance – to bring fresh perspectives, leadership and decision-making to the Board. We remain committed to taking actions to enhance our governance program and position the Board to achieve its objective of maximizing value for shareholders.”
Following the actions announced today, the composition of Tenneco’s Board committees will be as follows:
| | • | | Nominating and Governance Committee: Jane L. Warner (Chair), Roger B. Porter, Charles K. Stevens III |
| | • | | Audit Committee:Thomas C. Freyman (Chair), Denise Gray, Dennis J. Letham, Jane L. Warner |
| | • | | Compensation Committee:James S. Metcalf (Chair), Thomas C. Freyman, Denise Gray, Charles K. Stevens III |
About the Named Lead Independent Director and Committee Chairs (Effective April 1, 2020)
Dennis J. Letham, Lead Independent Director, has significant public company executive experience from his more than35-year career, including serving as Executive Vice President and Chief Financial Officer of Anixter International Inc. from 1995 until his retirement in 2011. Mr. Letham currently serves as a director of Extra Space Storage Inc. Mr. Letham has gained a deep understanding of the operations and complex financials of large organizations undergoing transitions, making him uniquely qualified to serve as Lead Independent Director.
Jane L. Warner, Chair of the Nominating and Governance Committee, has over 20 years of automotive and manufacturing experience, having served as an executive at companies including Illinois Tool Works Inc. and General Motors Corporation. Ms. Warner also has significant board experience and has served on the boards of Brunswick Corporation, Regal Beloit Corporation and MeadWestvaco Corporation, giving her the relevant perspective to serve as the Chair of the Nominating and Governance Committee.
Thomas C. Freyman, Chair of the Audit Committee, is the former Chief Financial Officer of Abbott Laboratories and held various financial leadership positions during a period where Abbott executed a significant transformation and refocused its business portfolio. Prior to joining Abbott, Mr. Freyman was a certified public accountant at Ernst & Whinney. Mr. Freyman also serves on the Board of Directors of Allergan plc and Hanger, Inc. Given his background in public accounting and other qualifications, the Board has designated Mr. Freyman as an “audit committee financial expert.”
