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 and Chairman of Board of Directors

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Professional Highlights
Mr. Clarke has served as Executive Chairman of Navistar since July 2020 and as Chairman of the Board of Directors since February 2017. Mr. Clarke was President and Chief Executive Officer of Navistar from April 2013 to July 2020. Mr. Clarke also 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 and a master’s degree in business administration from the University of Michigan.

Skills and Qualifications
Mr. Clarke’s particular knowledge and experience in the automotive industry over the past 40 years, corporate governance, engineering, manufacturing (international and domestic), mergers and acquisitions, sales (international and domestic) and union/labor relations, well qualify 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 2005 to 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 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 2018, member of its Audit and Compensation Committees, since 2018, Senior Lead Director and Chairman of its Governance Committee, since 2019 and member of its Nomination Committee, since 2020

Director of Ashok Leyland, a publicly-traded commercial trucks, vans, buses and defense manufacturing company, since 2017, and member of its Investment and Technology Committees, since 2017, Nomination and Remuneration Committee, since 2018, and its Audit Committee, since 2019

Director of Switch Mobility Limited, a manufacturer of urban buses that is a wholly-owned UK subsidiary of Ashok Leyland, since November 2020, and Chairman of its Governance, Nomination and Compensation Committee since November 2020

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 2014

Past Directorships
Director of Manitowoc Company, a publicly traded crane manufacturing company, from 2016 to 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’s particular knowledge and experience in serving several automotive manufacturing companies for over 30 years, 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, and as a member of other public and private company boards of directors, 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 2013, where he serves on the Audit Committee
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, where he served on the Audit and Compliance Committee

Education
Mr. D’Arcy received a bachelor’s degree in business administration from the University of Michigan.

Skills and Qualifications
Mr. D’Arcy’s particular knowledge and experience in accounting, corporate governance, finance and mergers and acquisitions matters, and as a member of other public and private company boards of directors (including as chairman of an audit committee), well qualify him to serve on our Board.

Jeffrey A. Dokho, Committees: Audit and Finance

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Professional Highlights
Mr. Dokho is currently the Director of the UAW Research Department, where he directs a group of financial analysts and oversees the union’s financial, industry and future mobility research. Since joining the UAW in 2006, 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. In October 2020, Mr. Dokho was appointed to the Michigan Council on Future Mobility and Electrification and, in March 2020, he was appointed to the U.S. Asset Owner’s Advisory Council of the Council of Institutional Investors. From 2002 to 2006, Mr. Dokho was a Senior Analyst at Lear Corporation, a tier 1 supplier to the automotive industry, focusing largely on mergers & acquisitions and joint ventures. From 2000 to 2002, Mr. Dokho was at Ernst & Young, a global public accounting firm, providing both audit and business risk consulting to clients in a wide range of industries, including defense and manufacturing. Prior to that, 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.

Skills and Qualifications
Mr. Dokho’s particular knowledge and experience in accounting, financial analysis, business risk consulting, mergers and acquisitions and profit-sharing plan design and implementation, including in the automotive sector, well qualify him to serve on our Board.

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. Previously, Mr. Intrieri was employed by Icahn-related entities from October 1998 to December 2016 in various investment-related capacities, serving as Senior Managing Director of Icahn Capital LP, the entity through which Carl C. Icahn manages private investment funds from 2008 to 2016, 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 invested in securities from 2004 to 2016. Mr. Intrieri also served as Senior Vice President of Icahn Enterprises L.P. from 2011 to 2012.

Other Current Directorships
Director of Hertz Global Holdings, Inc., a publicly traded company engaged in the car rental business, since 2014

Director of Transocean Ltd., a publicly traded provider of offshore contract drilling services for oil and gas wells, since 2014

Past Directorships
Director of Chesapeake Energy Corporation, a publicly traded oil and gas exploration and production company, from 2012 to 2016

Director of Ferrous Resources Limited, a privately held iron ore mining company with operations in Brazil, from 2015 to 2016

Director of Conduent Incorporated, a publicly traded business process services company that was launched following its separation from Xerox, from 2017 to 2018

Director of Energen Corporation, a publicly traded 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, 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’s particular knowledge and experience in accounting, corporate governance, finance, mergers and acquisitions and treasury matters, and as a member of other public and private company boards of directors, well qualify him to serve on our Board.

Mark H. Rachesky, M.D., 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, a New York-based private equity firm that invests in distressed and undervalued middle market companies and manages approximately $5,000,000,000 of capital across a variety of industries.

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

Past Directorships
Member of the Board of Directors of Emisphere Technologies, Inc., a publicly traded biopharmaceutical company, since 2005 until its acquisition by Novo Nordisk in December 2020

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’s particular knowledge and experience in corporate finance, economic, financial and business conditions affecting the Company and its strategic direction, and as a member of the boards of directors of private and public companies engaged in a wide range of businesses, well qualify 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 Head of Business Development at TRATON SE’s predecessor entities 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 was Director of Controlling Operations worldwide at Mercedes-Benz Cars and its shareholdings abroad from 2011 to 2016 and 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’s particular knowledge and experience in finance, controlling and business development within the automotive manufacturing business 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 2007 to 2015, including President (August 2010 to January 2015); Chief Executive Officer (November 2008 to January 2015); and Chief Financial Officer (November 2007 to September 2010).

Other Current Directorships
Director of publicly-traded Hertz Global Holdings, Inc. since 2018 where he currently serves on the Finance, Technology and Audit Committees

Director of publicly-traded Dave & Buster’s Entertainment, Inc. since 2013 where he currently chairs the Audit Committee and serves on the Finance and Nominating and Governance Committees

Lead Director of publicly-traded 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 publicly-traded Bob Evans Farms, Inc. from 2013 to 2017 where he served on the Audit and Finance Committees

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

Skills and Qualifications
Mr. Sheehan’s particular knowledge and experience in accounting, corporate governance, finance, mergers and acquisitions, and treasury matters, and as a member of the board of directors of other public companies, well qualify 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 also 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 the publicly-traded CME Group, Inc., since 2008, where he chairs the Risk Committee and also serves on the Audit Committee

Director of he publicly-traded Bridge Bancorp Inc. since 2002, where he is Vice Chairman and chairs the Corporate Committee and Nominating and Risk Committees and serves on the Audit Committee

Skills and Qualifications
Mr. Suskind’s particular knowledge and experience in accounting, corporate governance, finance, human resources, marketing and mergers and acquisitions matters, and as a member of other public company boards of directors, well qualify him to serve on our Board.

Janet T. Yeung, Committees: Audit and Compensation

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Professional Highlights
Ms. Yeung has been Principal and General Counsel of MHR Fund Management LLC, a New York-based private equity firm that invests in distressed and undervalued middle-market companies and manages approximately $5,000,000,000 of capital across a variety of industries, since May 2012. From 2008 to May 2012, Ms. Yeung was Principal and Counsel of MHR. From 2000 to 2008, Ms. Yeung was Vice President and Deputy General Counsel of Loral Space & Communications, Inc., a satellite communications company engaged in satellite-based communications services.

Past Directorships
Director of Loral Space & Communications Inc., a publicly-traded satellite communications company, since 2015

Education
Ms. Yeung has an A.B. in Economics from Cornell University and a J.D. from Georgetown University Law Center.

Skills and Qualifications
Ms. Yeung’s particular knowledge and experience in corporate governance, corporate law and mergers and acquisitions, and as a member of the board of directors of another public company, well qualify her 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.