EMKR - EMCORE Corporation Enters Into Cooperation Agreement with Bradley L. Radoff | Benzinga
Appoints Cletus C. Glasener and Jeffrey J. Roncka to its Board of Directors
Appoints Cletus C. Glasener as Chairman of the Board
Amends and Reconstitutes Strategy and Alternatives Committee
ALHAMBRA, CA, Jan. 11, 2024 (GLOBE NEWSWIRE) -- EMCORE Corporation (NASDAQ:EMKR) ("EMCORE" or the "Company"), the world's largest independent provider of inertial navigation solutions to the aerospace and defense industry, today announced that it has entered into a cooperation agreement (the "Cooperation Agreement") with Bradley L. Radoff and certain of his affiliates ("Radoff"), pursuant to which Cletus C. Glasener and Jeffrey J. Roncka were appointed to the Company's board of directors (the "Board") effective immediately. The Company also announced that Chairman Stephen L. Domenik has stepped down from the Board and the size of the Board was increased to six effective immediately to facilitate the appointment of the new Board members. Pursuant to the Cooperation Agreement, Mr. Glasener was appointed as Chairman of the Board.
Pursuant to the Cooperation Agreement, EMCORE has also agreed to amend and restate the charter for the Strategy and Alternatives Committee of the Board (the "Strategy and Alternatives Committee") to include the oversight and completion of a business review of the Company's operational performance, cost structure, and portfolio composition, as well as to explore all value creation levers available to the Company. The composition of the Strategy and Alternatives Committee will be reconstituted to consist of the independent directors of the Board and Mr. Roncka will serve as the Chair.
Jeffrey Rittichier, EMCORE's President, CEO and Board member, stated, "We are excited to welcome Cletus and Jeff to our Board, as we plan for the future growth of the Company. Their deep industry experience, leadership expertise, and diverse skills will add valuable insight to our Board as we focus on achieving our business objectives. On behalf of the entire Board, I also want to extend our appreciation to Steve Domenik for his many years of service to the Company." Mr. Domenik's term as a director of the Company was set to expire at the 2024 Annual Meeting due to the Company's director service term limits, and Mr. Domenik agreed to retire early from the Board to facilitate the execution of the Cooperation Agreement.
Mr. Radoff added, "I am pleased to have worked quickly and efficiently with the Board to reach a constructive agreement for the benefit of all stockholders. Cletus and Jeff bring tremendous industry experience, and will be valuable additions to the Board in helping the Company achieve its potential."
Messrs. Glasener and Roncka will stand for election at EMCORE's upcoming annual meeting. The full Cooperation Agreement with Radoff will be filed on Form 8-K with the U.S. Securities and Exchange Commission.
New Director Biographies
Mr. Glasener is a seasoned c-level executive with over 30 years of experience within the aerospace, defense, technology and security industries. He currently serves as the Chief Financial Officer of Leonardo US Corporation, a subsidiary of Leonardo S.p.A. and previously served as the Chief Financial Officer of Elbit Systems of America for over 13 years. Prior to Elbit, Mr. Glasener held executive and senior positions at L-3 Technologies, Inc. and Collins Industries, Inc. Earlier in his career, Mr. Glasener served for over 20 years in roles of increasing seniority at Vought Aircraft Industries, Inc. He received an M.B.A. from the University of Missouri-St. Louis and a B.A. in Economics from Washington University in St. Louis. Mr. ...