The company said it expects some vacancies to occur on the Board through resignations before the next annual meeting. As vacancies occur before and at the annual meeting, the nominees announced today will be among those to fill such vacancies. Of the current directors, only Chairman and CEO Ed Breen and Jack Krol will be nominated and supported for re-election.
The company also announced that Mr. Krol, the former Chairman and Chief Executive of E.I. du Pont de Nemours & Company, who was appointed to the Board as an independent director in August, has also been elected Chairman of the Board's Corporate Governance and Nominating Committee and the Company's lead outside director.
"The Board recognizes the need for new independent directors who will bring a wide range of perspectives to Tyco, and today's action is a significant step toward meeting that goal," said Mr. Breen. "The five individuals nominated today are highly respected and experienced business leaders who will help set the strategic vision for this company and ensure that we adhere to the highest standards of corporate governance. They are people of extraordinary wisdom, integrity and judgment, and I look forward to working closely with them. The fact that Tyco was able to attract such outstanding leaders in the business community is solid testimony to the underlying strength and potential of this company."
Mr. Breen added, "I appreciate Jack Krol taking on the leadership of the Board's Corporate Governance and Nominating Committee. In the brief period he has been a director, he has played a very active and constructive role in helping us to address governance issues and identify candidates for the Board."
Mr. Breen also stated: "I want to thank the current members of the Board for their service to the company and their support for the actions I have been taking since coming to Tyco. During a very difficult time, they have acted quickly and diligently to address the issues facing the company."
Michael Useem, Director of the Wharton School Center for Leadership and Change Management and an advisor to Tyco on corporate governance and leadership issues, said: "I believe Tyco has done an impressive job of selecting new nominees for its Board. They represent many years of high-level business experience in diverse industries. They have demonstrated the ability to lead through good times and bad and have strong reputations for independence and integrity."
The nominees and the order in which they are to be appointed to the Board are:
· Jerome York - Mr. York is the Chairman, President and CEO of Micro Warehouse, Inc., a seller of computer products through catalogs, the Internet, and telemarketers. Micro Warehouse offers more than 30,000 items and distributes more than 120 million catalogs worldwide each year. Before Mr. York joined Micro Warehouse he was the Vice Chairman of Tracinda Corporation from 1995 to 1999, Chief Financial Officer of IBM Corporation from 1993 to 1995 and held various positions at Chrysler Corporations from 1979 to 1993. Mr. York graduated from the United States Military Academy, and received an M.S. from the Massachusetts Institute of Technology and an M.B.A. from the University of Michigan.
· Mackey McDonald - Mr. McDonald serves as the Chairman, President and CEO of VF Corporation. A designer, manufacturer and marketer of jeanswear, intimate apparel, playwear, workwear and daypacks. VF has a number of principal brands including Lee, Wrangler, Riders, Rustler, Vanity Fair, Bestform, Lily of France, Healthtex, Jansport and The North Face. Mr. McDonald began his tenure at VF Corporation in 1982 and was named Chairman, President and CEO in 1998. He also was a Director, Operations at Hanes Corporation. Mr. McDonald graduated from Davidson College and received his M.B.A. in Marketing from Georgia State University.
And then in alphabetical order:
· George Buckley - Mr. Buckley is the Chairman and CEO of Brunswick Corporation, a manufacturer and marketer of recreational equipment, including pleasure boats, fishing boats, fishing reels, bowling equipment, billiard supplies and bicycles, as well as an operator of a chain of retail bowling centers. Formerly serving as the Chief Technology Officer and President of two divisions throughout his career at Emerson Electric Company from 1993 to 1997, Mr. Buckley joined Brunswick in 1997 and has held the role of Chairman and CEO for over two years. Mr. Buckley is a graduate of the University of Huddersfield and received his Ph.D from Southhampton University.
· Bruce Gordon - Mr. Gordon is the President of Retail Markets at Verizon Communications, Inc., a provider of wireline and wireless communications in the United States that has a presence in 40 countries. Previous to the merger of Bell Atlantic Corporation and GTE, which formed Verizon in July of 2000, Mr. Gordon fulfilled a variety of positions at Bell Atlantic Corporation, including Group President, VP Marketing and Sales and VP Sales. Mr. Gordon graduated from Gettysburg College and received a Masters of Science from Massachusetts Institute of Technology (MIT).
· Sandra Wijnberg - Ms. Wijnberg is a Senior Vice President and Chief Financial Officer at Marsh & McLennan Companies, Inc., a professional services firm with insurance and reinsurance broking, consulting and investment management businesses. Before joining Marsh & McLennan Companies, Inc. in January 2000, Ms. Wijnberg served as a Senior Vice President and Treasurer of Tricon Global Restaurants, Inc. and held various positions at PepsiCo, Inc., Morgan Stanley Group, Inc. and American Express Company. Ms. Wijnberg is a graduate of the University of California, Los Angeles and received an M.B.A. from the University of Southern California.