MONTREAL, Feb. 13,
2025 /PRNewswire/ - (NYSE: CAE) (TSX:
CAE) - CAE Inc. ("CAE" or "the Company") today announced the
appointment of four new directors to its Board of Directors,
including Calin Rovinescu as Chair of the Board. The other three
appointments are Peter Lee,
Katherine A. Lehman and Louis
Têtu.
These changes, which will take effect on February 14, followed consultations with the
Company's stakeholders that focused on the Board's ongoing review
of its composition, and a transition towards renewed Board
leadership.
Said Mr. Rovinescu, "As a longstanding airline customer and
partner of CAE, I am excited to take on the role as Chair to help
guide this exceptional global champion through its next chapter of
growth and value creation. The other newly appointed Board members
and I are energized by CAE's innovative technology, strong market
position in aerospace and defence, and outstanding people."
In connection with these changes, the Board invited Mr.
Rovinescu to join as a director and Chair and Ms. Lehman to join as
a director. The Caisse de dépôt et placement du Québec (CDPQ), one
of the Company's largest shareholders, nominated Mr. Têtu to the
Board pursuant to a customary nomination rights agreement with the
Company. Browning West, LP nominated Mr. Lee to the Board pursuant
to a customary cooperation and standstill agreement with the
Company. Mr. Lee and Mary Lou Maher
will co-chair the CEO Search Committee, working closely with Mr.
Rovinescu as Chair of the Board, to continue the recruitment
process previously overseen by the Board's Human Resources
Committee.
The size of the Board remains unchanged at 13 as the four
appointments are being made in conjunction with the retirement of
four directors: Alan N. MacGibbon,
who has served as Chair of the Board since 2022 and as a director
since 2015; Margaret S. (Peg)
Billson, who has served on the Board since 2015; François
Olivier, who has served on the Board since 2017; and David G. Perkins, who has served on the Board
since 2020. These directors have overseen a period of significant
growth and change for CAE as it has moved from primarily an
industrial products company to a world leader in aviation training
solutions. The Company wishes to thank them for their exceptional
service and valuable contributions during their tenure.
Said Mr. MacGibbon, "During my time on the Board, I have seen
the Company become a global leader in training for civil aviation
and defence and security forces, furthering its mission to make the
world a safer place. I am honoured to have been involved in CAE's
story and I thank CAE's employees, management and my Board
colleagues for their dedication to the Company. With a dynamic and
engaged Board that is fully aligned on the process and transition
to CAE's next CEO, there is no better time for me to transition the
Chair role to Calin. I am confident Calin's proven track record in
value creation and exemplary leadership skills will allow the
Company to continue to be a leader in the sector and deliver value
to its broad group of stakeholders."
Added Mr. Rovinescu, "I would like to acknowledge and thank
Alan for the tremendous leadership he has shown during his time at
CAE. Even as he prepared to retire from the Company, Alan remained
committed to ensuring that the CEO succession process proceed
smoothly and effectively, as evident in his decision to make way
for a new Chair who will work hand in hand with the incoming CEO.
His guidance during this critical transition period is a testament
to his enduring commitment to CAE and its future. Alan has set a
high standard, and we are profoundly grateful for his board service
and the legacy he leaves behind. I would also like to acknowledge
and thank each of Peg, François and David for their service and
contributions during their tenure."
Mr. MacGibbon concluded, "On behalf of the Board, I would
like to thank CDPQ and Browning West, as well as our other
shareholders, who worked constructively with us throughout this
process with the shared goal of creating sustainable and
substantial shareholder value at CAE."
About the Incoming Directors:
Mr. Rovinescu is a
corporate director, venture capital investor and senior advisor to
several corporations. He is currently a member of the board of
directors of some of Canada's
largest corporations. He served as President and Chief Executive
Officer of Air Canada from 2009 until his retirement in 2021,
leading Air Canada's transformation into one of the world's leading
airlines and a Canadian global champion, expanding its network
worldwide and producing record financial results and record stock
market performance. From June 2014 to
June 2015, while leading Air Canada,
he served as Chair of the International Air Transport Association
(IATA), a trade association that currently represents 340 airlines
comprising more than 80 per cent of global air traffic. From 2012
to 2016 he also served as Chair of the Star Alliance chief
executive board, the controlling body of Star Alliance, the world's
largest global airline alliance, currently with 25
members. From 2004 to 2009, he was a co-founder and principal
of Genuity Capital Markets, an independent investment bank. Prior
to 2000, he was the Managing Partner of the law firm Stikeman
Elliott in Montréal, where he practised corporate law for over 20
years. Mr. Rovinescu holds Bachelor of Law degrees from
Université de Montréal and the University of
Ottawa. He was recognized as Canada's Outstanding CEO of the Year by
Financial Post Magazine in 2016 and as CEO of the Year and
Strategist of the Year by the Globe and Mail's Report on Business
Magazine in 2019. Mr. Rovinescu is a member of the Order of
Canada and was inducted into the
Canadian Business Hall of Fame in 2021.
Mr. Lee, in addition to being a Co-Founder and Partner of
Browning West, LP, plays a leading role in that firm's investment
research and capital allocation. Before co-founding Browning West
in 2019, he was an investment associate at Criterion Capital
Management, where he was responsible for identifying and
researching investment opportunities across multiple sectors. Mr.
Lee also held roles at Grey Mountain Partners and Lazard.
Additionally, he is currently a director on the board of Gildan
Activewear Inc. where he serves as Chair of the Compensation and
Human Resources Committee and as a member of the Corporate
Governance and Social Responsibility Committee. He has also served
on the board of Countryside Properties plc. Mr. Lee holds a
Bachelor of Arts from Carleton College
and a Master of Business Administration from Harvard Business School.
Ms. Lehman is the current Chair of Stella Jones Inc. (TSX:SJ), a
Montréal based, ~ C$6 billion
enterprise value industrial business, and has been a Partner at the
New York-based private equity firm
Palladium Equity Partners, LLC since 2022. She leads the Palladium
Heritage strategy, which invests in industrial and business
services companies. Prior to Palladium, she was Co-Founder and
Managing Partner at Hilltop Private Capital, LLC. She has garnered
more than 20 years of experience in private equity executive roles
and Board memberships, including at more than 20 public and
private, profit and not-for-profit entities. Included in
Ms. Lehman's prior Board roles are serving on the Board of a
private company in a niche education and training area and serving
on the Board of Navient (NASDAQ: NAVI) from 2014 to 2022, with
roles as Chair of the Risk Committee and service on the
Compensation and Personnel Committee and the Governance
Committee.
Mr. Têtu has been Chair and Chief Executive Officer of the
Montreal-based technology company
Coveo Solutions Inc. since 2012. Prior to Coveo, Mr. Têtu
co-founded Taleo Corporation, a leading international provider of
cloud software for talent and human capital management, listed on
NASDAQ in 2005 and subsequently acquired by Oracle for US$1.9 billion in 2012. Mr. Têtu was Chief
Executive Officer and Chairman of the board of directors from the
company's inception in 1999 through 2007. Prior to Taleo, Mr. Têtu
was President of Baan SCS, the supply-chain management solutions
group of Baan, a global enterprise software company. This followed
Baan's acquisition of Berclain Group inc., which he co-founded in
1989 and where he served as President until 1996. Mr. Têtu
currently serves on the board and human resources and corporate
governance committees of Alimentation Couche-Tard Inc. (CircleK).
He previously served on the board of Industrial Alliance Insurance
and Financial Services inc. Mr. Têtu is an Engineering graduate
from Université Laval in Québec
City and a commercially licensed helicopter pilot.
About CAE
At CAE, we equip people in critical roles
with the expertise and solutions to create a safer world. As a
technology company, we digitalize the physical world, deploying
software-based simulation training and critical operations support
solutions. Above all else, we empower pilots, cabin crew,
maintenance technicians, airlines, business aviation operators, and
defence and security forces to perform at their best every day and
when the stakes are the highest. Around the globe, we're everywhere
customers need us to be with approximately 13,000 employees in more
than 240 sites and training locations in over 40 countries. CAE
represents more than 75 years of industry firsts—the
highest-fidelity flight and mission simulators as well as training
programs powered by digital technologies. We embed sustainability
in everything we do. Today and tomorrow, we'll make sure our
customers are ready for the moments that matter.
Read our FY24 Global Annual Activity and Sustainability
Report.
Follow us on X/Twitter: @CAE_Inc
Facebook: www.facebook.com/cae.inc
LinkedIn: www.linkedin.com/company/cae
Hashtags: #CAE; #CAEpilot
Caution concerning forward-looking
statements
This press release includes forward-looking
statements about CAE's ongoing CEO search process and
transition to its next CEO and CAE's strategy and its
expected impacts on the company and its stakeholders, as well
as CAE's activities, events and developments that we
expect to or anticipate may occur in the future including, for
example, statements about CAE's vision, strategies,
market trends and outlook, future revenues, earnings, cash flow
growth, profit trends, growth capital spending, expansions and new
initiatives, including initiatives that pertain to environmental,
social and governance (ESG) matters, financial
obligations, available liquidities, expected sales, general
economic and political outlook, inflation trends, prospects and
trends of an industry, expected annual recurring cost savings from
operational excellence programs, our management of the supply
chain, estimated addressable markets, demands for CAE's
products and services, our access to capital resources, our
financial position, the expected accretion in various financial
metrics, the expected capital returns to shareholders, our business
outlook, business opportunities, objectives, development, plans,
growth strategies and other strategic priorities, and our
competitive and leadership position in our markets, the expansion
of our market shares, CAE's ability and preparedness
to respond to demand for new technologies, the sustainability of
our operations, and other statements that are not historical
facts.
Since forward-looking statements and information relate to
future events or future performance and reflect current
expectations or beliefs regarding future events, they are typically
identified by words such as "anticipate", "believe", "could",
"estimate", "expect", "intend", "likely", "may", "plan", "seek",
"should", "will", "strategy", "future" or the negative thereof or
other variations thereon suggesting future outcomes or statements
regarding an outlook. All such statements constitute
"forward-looking statements" within the meaning of applicable
Canadian securities legislation and "forward-looking statements"
within the meaning of the "safe harbor" provisions of the United
States Private Securities Litigation Reform Act of 1995. By their
nature, forward looking statements require CAE to make assumptions
and are subject to inherent risks and uncertainties associated with
CAE's business which may cause actual results in future periods to
differ materially from results indicated in forward-looking
statements. While these statements are based on management's
expectations and assumptions regarding historical trends, current
conditions and expected future developments, as well as other
factors that CAE believes are reasonable and appropriate in the
circumstances, readers are cautioned not to place undue reliance on
these forward-looking statements as there is a risk that they may
not be accurate. The forward-looking statements contained in this
press release describe our expectations as of February 13, 2025 and, accordingly, are subject
to change after such date.
Important risks that could cause such differences include, but
are not limited to, strategic risks, such as geopolitical
uncertainty, global economic conditions, competitive business
environment, original equipment manufacturer (OEM) leverage and
encroachment, inflation, international scope of CAE's business,
changes in U.S. trade policies or regulations, level and timing of
defence spending, constraints within the civil aviation industry,
CAE's ability to penetrate new markets, research and development
activities, evolving standards and technology innovation and
disruption, length of sales cycle, business development and
awarding of new contracts, strategic partnerships and long-term
contracts, risk that CAE cannot assure investors that we will
effectively manage our growth, estimates of market opportunity and
competing priorities; operational risks, such as supply chain
disruptions, program management and execution, mergers and
acquisitions, business continuity, subcontractors, fixed price and
long-term supply contracts, CAE's continued reliance on certain
parties and information, and health and safety; cybersecurity
risks; talent risks, such as recruitment, development and
retention, ability to attract, recruit and retain key personnel and
management, corporate culture and labour relations; financial
risks, such as availability of capital, customer credit risk,
foreign exchange, effectiveness of internal controls over financial
reporting, liquidity risk, interest rate volatility, returns to
shareholders, shareholder activism, estimates used in accounting,
impairment risk, pension plan funding, indebtedness, acquisition
and integration costs, sales of additional common shares, market
price and volatility of CAE's common shares, seasonality, taxation
matters and adjusted backlog; legal and regulatory risks, such as
data rights and governance, U.S. foreign ownership, control or
influence mitigation measures, compliance with laws and
regulations, insurance coverage potential gaps, product-related
liabilities, environmental laws and regulations, government audits
and investigations, protection of CAE's intellectual property and
brand, third-party intellectual property, foreign private issuer
status, and enforceability of civil liabilities against CAE's
directors and officers; ESG risks, such as extreme climate events
and the impact of natural or other disasters (including effects of
climate change) and more acute scrutiny and perception gaps
regarding ESG matters; reputational risks; and technological risks,
such as information technology and reliance on third-party
providers for information technology systems and infrastructure
management. The foregoing list is not exhaustive and other unknown
or unpredictable factors could also have a material adverse effect
on the performance or results of CAE. Additionally, differences
could arise because of events announced or completed after the date
of this press release. More information about the risks and
uncertainties affecting CAE's business can be found in the
Management's Discussion & Analysis for the year ended
March 31, 2024 and the Management's
Discussion & Analysis for the third quarter ended December 31, 2024. Accordingly, readers are
cautioned that any of the disclosed risks could have a material
adverse effect on CAE's forward-looking statements. Readers are
also cautioned that the risks described above and elsewhere in this
press release, and in the documents referenced herein, are not
necessarily the only ones CAE faces; additional risks and
uncertainties that are presently unknown to CAE or that CAE may
currently deem immaterial may adversely affect CAE's business.
Except as required by law, CAE disclaims any intention or
obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise.
The forward-looking information and statements contained in this
press release are expressly qualified by this cautionary statement.
In addition, statements that "we believe" and similar statements
reflect our beliefs and opinions on the relevant subject. These
statements are based on information available to us as of the date
of this press release. While we believe that information provides a
reasonable basis for these statements, that information may be
limited or incomplete. Our statements should not be read to
indicate that we have conducted an exhaustive inquiry into, or
review of, all relevant information. These statements are
inherently uncertain, and investors are cautioned not to unduly
rely on these statements.
CAE Contacts:
General Media:
Samantha
Golinski, Vice President, Public Affairs & Global
Communications
+1-438-805-5856, samantha.golinski@cae.com
Investor Relations:
Andrew Arnovitz, Senior Vice
President, Investor Relations and Enterprise Risk Management,
+1-514-734-5760, andrew.arnovitz@cae.com
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SOURCE CAE Inc.
