Board of Directors

Directors

The Board of Directors of Navistar International Corporation (the "Company") sets high standards for the Company's employees, officers and directors. To fulfill its responsibilities and to discharge its duty, the Board of Directors follows the procedures and standards that are set forth in these guidelines. These guidelines are subject to modification from time to time as the Board of Directors deems appropriate in the best interests of the Company or as required by applicable laws and regulations.

Troy A. Clarke, Executive Chairman

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Professional Highlights
Mr. Clarke has served in the executive position of Executive Chairman since July 2020 and has been a member of our Board of Directors since April 2013. Prior to this position, Mr. Clarke served as Chairman of our Board of Directors from February 2017 to July 2020, as President and Chief Executive Officer from April 2013 to July 2020. Additionally, Mr. Clarke served as President and Chief Operating Officer of Navistar from August 2012 to April 2013, as President of the Truck and Engine Group of Navistar, Inc. from June 2012 to August 2012, as President of Asia-Pacific Operations of Navistar, Inc. from 2011 to 2012, and as Senior Vice President of Strategic Initiatives of Navistar, Inc. from 2010 to 2011. Prior to joining Navistar, Inc., Mr. Clarke held various positions at General Motors Company, including President of General Motors North America from 2006 to 2009 and President of General Motors Asia Pacific from 2003 to 2006. Over the course of his career with GM, he held several additional leadership roles, including President and Managing Director of GM de Mexico and Director of Manufacturing for GM de Mexico.

Past Directorships
Director of Fuel System Solutions, a publicly traded company, from December 2011 to June 2016, where he served as the chair of its Compensation Committee

Education
Mr. Clarke received a bachelor’s degree in engineering from the General Motors Institute in 1978 and a master’s degree in business administration from the University of Michigan in 1982.

Skills and Qualifications
Mr. Clarke’s vast experience in the automotive industry over the past 40 years is invaluable to the Board in evaluating and directing the Company’s future. As a result of his professional and other experiences, Mr. Clarke possesses particular knowledge and experience in a variety of areas, including corporate governance, engineering, manufacturing (international and domestic), mergers and acquisitions, sales (international and domestic) and union/labor relations, which strengthens the Board’s collective knowledge, capabilities and experience and well qualifies him to serve on our Board.

José María Alapont , Committees: Finance and Nominating & Governance (Chair)

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Professional Highlights
Mr. Alapont served as President and Chief Executive Officer of Federal-Mogul Corporation, a supplier of automotive powertrain and safety components, from March 2005 to March 2012. He was the Chief Executive Officer and a director of Fiat Iveco, S.p.A., a leading global manufacturer of commercial trucks and vans, buses, recreational, off-road, firefighting, defense and military vehicles of the Fiat Group, from 2003 to 2005. Mr. Alapont has held executive, Vice President and President positions for more than 30 years at other leading global vehicle manufacturers and suppliers such as Delphi Corporation, Valeo S.A., and Ford Motor Company.

Other Current Directorships
Director of Ferroglobe Plc., a publicly traded silicon, manganese and special alloys producer company, since January 2018, member of its Audit and Compensation Committees since 2018, and Senior Lead Director and Chairman of its Governance Committee since January 2019
Director of Ashok Leyland, a publicly traded commercial trucks, vans, buses and defense manufacturing company, since January 2017, and member of its Nomination and Remuneration Committee since 2018, and its Audit Committee since 2019
Member of the board of Hinduja Investment and Project Services Limited, a privately held investment and service group, since 2016
Director of Hinduja Automotive Limited, a privately held automotive holding group, since November 2014

Past Directorships
Director of Manitowoc Company, a publicly traded crane manufacturing company, from March 2016 to February 2018
Has served as a director of a number of other companies prior to 2016

Education
Mr. Alapont holds a degree in Industrial Engineering from the Valencia Technical School and a degree in Philosophy from the University of Valencia, Spain.

Skills and Qualifications
Mr. Alapont brings broad executive and leadership experience of more than 30 years serving several automotive manufacturing companies, together with his significant experience as a member of other public and private company boards. Mr. Alapont’s particular knowledge and experience in a variety of areas, including corporate finance, accounting, corporate governance, distribution, engineering, finance, human resources, manufacturing (domestic and international), marketing, mergers and acquisitions, military and government contracting, purchasing, sales (domestic and international), tax and treasury matters and union and labor relations, well qualify him to serve on our Board.

Stephen R. D'Arcy, Committees: Audit (Chair)

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Professional Highlights
Mr. D’Arcy has been a Partner of Quantum Group LLC, an investment and consulting firm, since 2010. Previously he was a Partner at PricewaterhouseCoopers LLP, a multinational professional services firm, for 34 years, serving most recently as Global Automotive Leader from 2002 to 2010.

Other Current Directorships
Director of Premier, Inc., a publicly traded healthcare improvement company, since October 2013
Director of Penske Corporation, a privately held, diversified, on-highway, transportation services company, since 2011

Past Directorships
Member of the Board of Directors of Vanguard Health Systems Inc., a company previously listed on the NYSE, from 2011 to 2013

Skills and Qualifications
Mr. D’Arcy has broad experience as a member of other public and private company boards of directors, including as chairman of an audit committee. He possesses strong skills and experience in accounting, corporate governance, finance and mergers and acquisitions matters, which well qualifies him to serve on our Board.

Jeffrey A. Dokho, Committees: Audit and Finance

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Professional Highlights
Mr. Dokho is currently the Assistant Director of the United Automotive Workers’ ("UAW") Research Department, where he directs a group of financial analysts and oversees the union’s financial research and analysis. Mr. Dokho has worked on many high-profile contract negotiations between the UAW and large multinational companies and plays a leading role in the development and implementation of profit sharing plans, including those currently in place for UAW members at General Motors Company, Ford Motor Company and Fiat Chrysler Automobiles N.V. Before joining the UAW in 2006, Mr. Dokho was a Senior Analyst at Lear Corporation, a tier 1 supplier to the automotive industry. While at Lear, Mr. Dokho focused largely in mergers & acquisitions and joint ventures. From 2000 to 2002, Mr. Dokho provided both audit and business risk consulting to clients in a wide range of industries, including defense and manufacturing, while at Ernst & Young, a global public accounting firm. Prior to Ernst & Young, Mr. Dokho conducted regulatory compliance audits at the National Futures Association, the self-regulatory organization for the U.S. derivatives industry.

Education
Mr. Dokho received a B.A. in Accounting from Michigan State University and is a licensed Certified Public Accountant in the state of Michigan.

Skills and Qualifications
Mr. Dokho possesses a broad range of experience in accounting, financial analysis, business risk consulting, mergers and acquisitions and profit-sharing plan design and implementation, including in the automotive sector.

Vincent J. Intrieri, Co-Lead Director | Committees: Finance (Co-Chair) and Nominating & Governance

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Professional Highlights
In January 2017, Mr. Intrieri founded VDA Capital Management LLC, a private investment firm, where he currently serves as President and Chief Executive Officer. Mr. Intrieri was employed by Icahn related entities from October 1998 to December 2016 in various investment-related capacities. Mr. Intrieri served as Senior Managing Director of Icahn Capital LP, the entity through which Carl C. Icahn manages private investment funds from January 2008 to December 2016. In addition, Mr. Intrieri was a Senior Managing Director of Icahn Onshore LP, the general partner of Icahn Partners LP, and Icahn Offshore LP, the general partner of Icahn Partners Master Fund LP, entities through which Mr. Icahn invests in securities from November 2004 to December 2016. Mr. Intrieri also served as Senior Vice President of Icahn Enterprises L.P. from October 2011 to September 2012.

Other Current Directorships
Director of Hertz Global Holdings, Inc., a publicly traded company engaged in the car rental business, since September 2014
Director of Transocean Ltd., a publicly traded provider of offshore contract drilling services for oil and gas wells, since May 2014

Past Directorships
Director of Chesapeake Energy Corporation, an oil and gas exploration and production company, from June 2012 to September 2016
Director of Ferrous Resources Limited, a privately held iron ore mining company with operations in Brazil, from June 2015 to December 2016
Director of Conduent Incorporated, a business process services company that was launched following its separation from Xerox, from January 2017 to May 2018
Director of Energen Corporation, an oil and gas exploration company, from March 2018 to December 2018
Has served on more than 15 corporate boards during his career

Education
Mr. Intrieri graduated in 1984, with distinction, from The Pennsylvania State University (Erie Campus) with a B.S. in Accounting and was a Certified Public Accountant.

Skills and Qualifications
Mr. Intrieri possesses strong skills and experience in accounting, corporate governance, finance, mergers and acquisitions and treasury matters. Mr. Intrieri’s significant experience as a director of various companies enables him to understand complex business and financial issues, which contributes greatly to the capabilities and composition of our Board and well qualifies him to serve on our Board.

Raymond T. Miller, Committees: Audit and Compensation

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Professional Highlights
Mr. Miller is a Principal at MHR Fund Management LLC, an investment firm that manages approximately $5 billion of assets and utilizes a private equity approach to investing in middle market companies with an emphasis on special situation and distressed investments. Prior to joining MHR Fund Management LLC in 2011, Mr. Miller spent five years at Guggenheim Partners Investment Management LLC, investing across capital structures in a variety of industries.

Past Directorships
Director of Erickson, Inc., a leading aerospace manufacturer and global provider of aviation services, from May 2017 to August 2019

Education
Mr. Miller holds a B.B.A, with high distinction, from the Stephen M. Ross School of Business at the University of Michigan.

Skills and Qualifications
Mr. Miller possesses strong corporate finance and business expertise which well qualifies him to serve on our Board.

Dr. Mark H. Rachesky, Co-Lead Director | Committees: Finance (Co-Chair) and Nominating & Governance

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Professional Highlights
Dr. Rachesky is the founder and President of MHR Fund Management LLC, an investing firm that manages approximately $5 billion of assets and utilizes a private equity approach to investing in middle market companies with an emphasis on special situation and distressed investments.

Other Current Directorships
Chairman of the board of directors of Loral Space & Communications Inc., a publicly traded satellite communications company, since 2006, and Director since 2005
Chairman of the board of directors of Lions Gate Entertainment Corp., a publicly traded entertainment company, since 2015, and Director since 2009
Chairman of the board of directors of Telesat Canada, a privately held satellite company, since 2012, and Director since 2007
Member of the Board of Directors of Titan International, Inc., a publicly traded wheel, tire and undercarriage systems and components company, since 2014
Member of the Board of Directors of Emisphere Technologies, Inc., a publicly traded biopharmaceutical company, since 2005

Past Directorships
Member and chairman of the board of Leap Wireless International, Inc., a publicly traded digital wireless company, from 2004 until its acquisition by AT&T in March 2014

Education
Dr. Rachesky holds a B.S. in molecular aspects of cancer from the University of Pennsylvania, an M.D. from the Stanford University School of Medicine and an M.B.A. from the Stanford University School of Business.

Skills and Qualifications
Dr. Rachesky brings significant corporate finance and business expertise to our Board due to his background as an investor and fund manager. Dr. Rachesky also has significant expertise and perspective as a member of the boards of directors of private and public companies engaged in a wide range of businesses. Dr. Rachesky’s broad and insightful perspectives relating to economic, financial and business conditions affecting the Company and its strategic direction well qualify him to serve on our Board.

Andreas H. Renschler, Committees: Compensation and Nominating & Governance

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Professional Highlights
Mr. Renschler has been Chief Executive Officer of TRATON SE, a leading commercial vehicle manufacturer, since February 2015. He has also served as a member of the Board of Management of Volkswagen AG since February 2015. He served as a member of the Daimler AG Board of Management in charge of Manufacturing and Procurement at Mercedes-Benz Cars & Mercedes-Benz Vans from April 2013 to January 2014. Mr. Renschler began his career at Daimler-Benz AG in 1988. Following various posts at Daimler-Benz AG, he led the M Class unit, serving as President and CEO of Mercedes-Benz US. Later he served as Senior Vice President, Executive Management Development, at DaimlerChrysler AG and President of smart GmbH in the same year. He was assigned to Mitsubishi Motors in Japan in 2004 and was subsequently named a member of the Daimler AG Board of Management with responsibility for the Daimler Trucks Division.

Past Directorships
Member of the Board of Management of Daimler AG from October 2004 to January 2014

Skills and Qualifications
Mr. Renschler has broad experience as a Chief Executive Officer, executive officer and board member of other automotive manufacturing companies. He possesses strong skills and experience in accounting, corporate governance, distribution (domestic and international), finance, human resources, compensation, employee benefits, manufacturing (domestic and international), marketing, mergers and acquisitions, purchasing, sales (domestic and international) and union/ labor relations matters, which well qualifies him to serve on our Board.

Christian Schulz, Committees: Finance

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Professional Highlights
Mr. Schulz has been the Chief Financial Officer and a member of the Board of Management of TRATON SE since June 2018. Previously he was in charge of Corporate Development, Strategy and Mergers & Acquisitions at TRATON SE from January 2017 to June 2018. As part of this role, he led the advancement of both TRATON SE’s strategic development and its strategic partnership.

Prior to joining TRATON SE, Mr. Schulz spent five years as Director of Controlling Operations worldwide at Mercedes-Benz Cars and its shareholdings abroad from 2011 to 2017. Mr. Schulz was the Controlling Director for Purchasing, Production, and R&D at Mitsubishi Fuso in Japan from 2008 to 2010. His previous roles included management responsibilities in the fields of finance and controlling at Daimler Group, including serving as Chief Financial Officer of the transmissions plant in Gaggenau, Germany.

Skills and Qualifications
Mr. Schulz possesses strong financial expertise, having served in key management roles in fields of finance, controlling and business development within the automotive manufacturing business. His background and experience well qualify him to serve on our Board.

Kevin M. Sheehan, Committees: Audit and Compensation

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Professional Highlights
From August 2016 to June 2018, Mr. Sheehan served as the President and Chief Executive Officer at Scientific Games, a gaming and lottery company. From February 2015 through August 2016, Mr. Sheehan taught full time as the John J. Phelan, Jr. Distinguished Visiting Professor of Business at Adelphi University. Mr. Sheehan previously held several senior positions with Norwegian Cruise Line Holdings Ltd., a global cruise company, from November 2007 to January 2015. These positions included President from August 2010 to January 2015; Chief Executive Officer from November 2008 to January 2015; and Chief Financial Officer from November 2007 to September 2010.

Other Current Directorships
Director of Hertz Global Holdings, Inc. since August 2018, where he currently serves on the Finance and IT committees
Director of Dave & Buster’s, Inc. since 2013, where he currently chairs the Audit Committee and serves on the Finance Committee
Lead Director of Gannett Co., Inc. (formerly known as New Media Investment Group Inc.) since 2019, and Director since November 2013 where he chairs the Audit Committee and serves on the Compensation Committee.

Past Directorships
Director of Bob Evans Farms, Inc. from 2013 to 2017, where he served on the Audit Committee.

Education
Mr. Sheehan is a graduate of Hunter College and New York University Graduate School of Business (with a Masters degree in finance and taxation) and is a Certified Public Accountant.

Skills and Qualifications
Mr. Sheehan has broad experience as a Chief Executive Officer of several large, diversified corporations and as a member of the board of directors of other public companies. He has experience as a Chief Financial Officer of several global businesses. Mr. Sheehan possesses particular expertise, knowledge, and strong skills in accounting, corporate governance, finance, mergers and acquisitions, and treasury matters, which strengthens the Board’s collective knowledge, capabilities, and experiences and well qualifies him to serve on our Board.

Dennis A. Suskind, Committees: Compensation (Chair) and Nominating & Governance

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Professional Highlights
Mr. Suskind is a retired General Partner of Goldman Sachs & Company, a multinational finance company that engages in global investment banking. Mr. Suskind served as Vice Chairman of NYMEX, Vice Chairman of COMEX, a member of the board of the Futures Industry Association, a member of the board of International Precious Metals Institute, and a member of the boards of the Gold and Silver Institutes in Washington, D.C.

Other Current Directorships
Director of CME Group, Inc., since August 2008, where he chairs the Risk Committee and also serves on the Audit Committee
Director of Bridge Bancorp Inc. since July 2002, where he is Vice Chairman and chairs the Governance Committee

Skills and Qualifications
Mr. Suskind has broad experience as a member of other public company boards of directors, including as chairman of a risk committee and a governance committee. He possesses strong skills and experience in accounting, corporate governance, finance, human resources, marketing and mergers and acquisitions matters, which well qualifies him to serve on our Board.

Committee Composition

Below is a summary of our committee structure and membership information. To read more about our committees, see the committee charters below.

Contact the Board

Contact the Board of Directors
If you would like to contact Navistar's Board of Directors, including a committee of the Board of Directors, you can write to them c/o Corporate Secretary, Navistar International Corporation, 2701 Navistar Drive, Lisle, Illinois 60532. The Chairs of our Audit, Compensation, Finance and Nominating and Governance committees of the Board each preside as the chair at meetings or executive sessions of outside directors at which the principal items to be considered are within the scope of the authority of his or her committee. You may communicate with the chair of any of these committees by writing to them at the above address or by sending an e-mail to presiding.director@navistar.com. All communications will be received and processed by the Navistar Corporate Secretary's Office.

Contact the Audit Committee
Employees or others who wish to contact the Audit Committee to report complaints or concerns with respect to accounting, internal accounting controls or auditing matters may do so by choosing one of the following options:

The Navistar Business Abuse and Compliance Hotline: 877-734-2548
Write to the Audit Committee Audit Committee
c/o Corporate Secretary
Navistar International Corporation
2701 Navistar Drive
Lisle, Illinois 60532
E-mail the Audit Committee: audit.committee@navistar.com

Complaints relating to Navistar's accounting, internal accounting controls or auditing matters will be referred to the members of the Audit Committee. You can report your concerns anonymously or confidentially.