Navistar International Corporation announced that immediately following the company's annual shareholder meeting held on February 14, 2017, its board of directors elected President and CEO Troy A. Clarke as chairman.
Clarke replaces James H. Keyes, whose retirement was previously announced, and became effective as of the annual shareholder meeting. Keyes had served as non-executive chairman of Navistar's board since April 2013. In addition, board member General (Retired) Stanley A. McChrystal was elected as the independent lead director.
"It has been a pleasure to serve on the board for the last four years, and I am honored to have been elected chairman," said Clarke. "This is an exciting time for Navistar, as we pursue our growth strategies highlighted by significant new product launches and our pending strategic alliance with Volkswagen Truck & Bus. I look forward to continuing to work with our very dynamic board, which is focused on the future and supportive of management's efforts to create a great truck company."
At the company's annual shareholder meeting, stockholders elected nine incumbent directors to the board of directors; ratified the selection of KPMG as the company's independent registered public accounting firm; approved, on an advisory basis, the compensation of key company executives; and approved a preferred one year frequency of the advisory vote on executive compensation.
The director incumbents elected for a one-year term are:
- Troy A. Clarke, a director since April 2013.
- Jose Maria Alapont, a director since October 2016, and former chairman, president and chief executive officer of Federal-Mogul Corporation.
- Stephen R. D'Arcy, a director since October 2016, and partner of Quantum Group LLC.
- Vincent J. Intrieri, a director since October 2012, and retired senior managing director of Icahn Capital L.P., the entity through which Carl C. Icahn manages investment funds.
- General (Retired) Stanley A. McChrystal, a director since 2011, and retired 34-year U.S. Army veteran of multiple wars.
- Samuel J. Merksamer, a director since December 2012, and a former managing director of Icahn Capital L.P., the entity through which Carl C. Icahn manages investment funds.
- Mark H. Rachesky, M.D., a director since October 2012, and co-founder and president of MHR Fund Management LLC, an investment firm that he founded in 1996.
- Michael Sirignano, a director since March 2014, and principal at MHR Fund Management LLC, the entity through which Mark H. Rachesky manages investment funds.
- Dennis A. Suskind, a director since October 2016, and former partner of Goldman Sachs & Company.
Additionally, Navistar has one director not elected by shareholders, but appointed by the United Auto Workers (UAW) union under an agreement dating back to the early 1990s. The current appointed director is Dennis D. Williams, president of the UAW.
