Allison Transmission Holdings Inc. announces that its Board of Directors has taken a range of Board refreshment actions, including naming Richard P. Lavin to succeed Thomas W. Rabaut as Lead Independent Director effective as of the date of the 2023 annual meeting of stockholders. Additionally, four new independent directors, Philip J. Christman, Sasha Ostojic, Gustave F. Perna and Krishna Shivram, have been appointed to the Board, effective immediately. Finally, four directors, including Rabaut, will retire from the Board and not stand for re-election at the 2023 annual meeting. These actions will increase the size of the Board to fourteen directors until the 2023 annual meeting.
“The changes announced today reflect a deliberate process by the Board to recruit new directors who will complement the overall mix of skills, knowledge, experience and perspectives on the Board,” said Dave Graziosi, Chairman and Chief Executive Officer at Allison. “I am pleased that we have identified four outstanding independent directors in Phil, Sasha, Gus and Krishna, who each bring extensive experience in areas relevant to our business and will be great assets to Allison as we continue to execute our growth initiatives and prepare for the transition to zero-emission vehicles.”
Allison also announced that four existing directors, Stan A. Askren, Alvaro Garcia-Tunon, Chair of the Audit Committee, Thomas W. Rabaut, outgoing Lead Independent Director and Chair of the Nominating and Corporate Governance Committee, and Richard V. Reynolds, prior Chair of the Compensation Committee, will serve out their current terms but will not stand for re-election at the 2023 annual meeting.
Lead Independent Director Thomas Rabaut to Retire; Richard Lavin Appointed New Lead Independent Director
Thomas W. Rabaut has informed the Board that he will not stand for re-election at the 2023 annual meeting. Rabaut has served on the Board for fifteen years and has served as the Lead Independent Director and Chair of the Nominating and Corporate Governance Committee since 2012. The Board has named Lavin to succeed Rabaut as Lead Independent Director effective as of the 2023 annual meeting. Rabaut will assist in the transition until his retirement.
“Rich will step into the Lead Independent Director role with ease given his board leadership experience and understanding of Allison’s business and strategy,” said Tom Rabaut, retiring Lead Independent Director. “I’m grateful to Rich for stepping into this role and continuing Allison’s commitment to strong independent Board leadership.”
“On behalf of the entire Board, I want to thank Tom for his many contributions and the essential role he has played on the Board and as Lead Independent Director,” Graziosi said. “Tom has been a thoughtful, knowledgeable and dedicated Board member, advising Allison’s management team through its early days as a stand-alone company, followed by its initial public offering and onward to a fully independent company executing on growth initiatives to drive shareholder value. Through each transition, Allison has greatly benefited from Tom’s insights and wide-ranging industry knowledge, and I am grateful to him for his service.”
Appointment of Four Independent Directors
As part of its director succession and refreshment process, the Board has appointed four new independent directors to fill the Board positions that will be vacated by four retiring directors at the 2023 annual meeting.
Philip J. Christman
The Board appointed Philip J. Christman, former President, Operations of Navistar International Corporation, as an independent director of the company, effective immediately. The Board also appointed Christman to the Board’s Audit and Compensation Committees.
“Phil has a long history in and extensive knowledge of the commercial vehicle industry, and I couldn’t be more pleased to welcome him to the Board,” Graziosi said. “Along with his deep industry knowledge, Allison will benefit from his ability to provide important customer-focused perspectives to our Board.”
The Board appointed Sasha Ostojic, Venture Partner at Playground Global LLC, as an independent director of the company, effective immediately. The Board also appointed Ostojic to the Board’s Finance Committee.
“Sasha’s background in developing emerging technology in the automotive and other industries and delivering them to market will be of great value to our Board as Allison continues to evolve its propulsion solutions portfolio to meet evolving end market needs,” Graziosi said. “In addition, his venture capital and entrepreneurial experience will provide valuable insight to our Board as we continue to execute our growth initiatives.”
Gustave F. Perna
The Board appointed Gustave F. Perna, former retired General, United States Army, as an independent director of the company, effective immediately. The Board also appointed Perna to the Board’s Audit Committee.
“Gus will bring valuable leadership, supply chain, logistics and international affairs experience to our Board from his more than forty years of service in the United States Army, including as leader of Operation Warp Speed and Commander of Army Materiel Command,” Graziosi said. “In addition, Gus’ deep knowledge of the defense industry will provide our Board with relevant insight into an important end market for Allison.”
The Board appointed Krishna Shivram, former Chief Executive Officer of Sentinel Energy Services, Inc., as an independent director of the company, effective immediately. The Board also appointed Shivram to the Board’s Audit and Finance Committees. Mr. Shivram will succeed Alvaro Garcia-Tunon as Chair of the Audit Committee effective as of the date of the 2023 annual meeting.
“Krishna’s experience as a Chief Financial Officer and Treasurer, as well as in corporate finance and mergers and acquisitions, bring important and valuable skills to our Board,” Graziosi commented. “In addition, Krishna’s expertise in the energy market will provide our Board with valuable knowledge of an industry that impacts our global off-highway end markets.”
Three Additional Directors Retiring from Board at 2023 Annual Meeting
In addition to Rabaut, Stan A. Askren, Alvaro Garcia-Tunon and Richard V. Reynolds are retiring from the Board effective as of the 2023 annual meeting. Following the 2023 annual meeting, our Board will return to ten members.
“On behalf of the entire Board, I would like to thank Stan, Alvaro and Dick for their many years of committed service,” said Graziosi. “Their leadership, guidance and expertise have played an important role in Allison’s success.”