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.
Glasener is a Certified Public Accountant, Certified Management
Accountant and Chartered Global Management Accountant. He is also
certified in Financial Management.
Mr. Roncka is an experienced senior strategist
and industry expert in the global defense, aerospace, and
government services markets. Mr. Roncka serves as the President and
Founder of Sabot Advisors, LLC, an advisory firm focused on the
global defense, intelligence, government services, banking, finance
and related technology sectors. Previously, Mr. Roncka served as
Head of Corporate Strategy for Booz Allen Hamilton Inc. and as a
Senior Strategy Consultant to Booz Allen through MBO Professional
Services, Inc. Prior to Booz Allen, Mr. Roncka held senior
positions at various defense and consulting firms, including
Renaissance Strategic Advisors II, LLC, CRA Industries, Inc. and
Global Technology Partners LLC. Mr. Roncka began his career as an
Industrial and Financial Analyst at the Office of the Secretary of
Defense for the United States Department of Defense. Mr. Roncka
received an M.A. in National Security Studies from The George
Washington University and an A.B. in Modern European History, magna
cum laude, from Harvard University.
About EMCORE
EMCORE Corporation is a leading provider of
inertial navigation products for the aerospace and defense markets.
We leverage industry-leading Photonic Integrated Chip (PIC), Quartz
MEMS, and Lithium Niobate chip-level technology to deliver
state-of-the-art component and system-level products across our
end-market applications. EMCORE has vertically-integrated
manufacturing capability at its facilities in Alhambra, CA, Budd
Lake, NJ, Concord, CA, and Tinley Park, IL. Our manufacturing
facilities all maintain ISO 9001 quality management certification,
and we are AS9100 aerospace quality certified at our facilities in
Alhambra, Budd Lake, and Concord. For further information about
EMCORE, please visit https://www.emcore.com.
Forward-Looking Statements
The information provided herein may include
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange
Act of 1934 (“Exchange Act”). These forward-looking statements are
based on our current expectations and projections about future
events and financial trends affecting the financial condition of
our business. Such forward-looking statements include, in
particular, statements about the Company’s plans for future growth
and the anticipated benefits of the appointment of Cletus Glasener
and Jeffrey Roncka to the Company’s Board of Directors.
These forward-looking statements may be
identified by the use of terms and phrases such as “anticipates”,
“believes”, “can”, “could”, “estimates”, “expects”, “forecasts”,
“intends”, “may”, “plans”, “projects”, “targets”, “will”, and
similar expressions or variations of these terms and similar
phrases. Additionally, statements concerning future matters such as
the development of new products, future growth, enhancements or
technologies, sales levels, expense levels, and other statements
regarding matters that are not historical are forward-looking
statements. We caution that these forward-looking statements relate
to future events or our future financial performance and are
subject to business, economic, and other risks and uncertainties,
both known and unknown, that may cause actual results, levels of
activity, performance, or achievements of our business or our
industry to be materially different from those expressed or implied
by any forward-looking statements.
These forward-looking statements involve risks
and uncertainties that could cause actual results to differ
materially from those projected, including without limitation, the
following: (a) risks related to the integration of two new
directors into the Board of Directors; (b) disruptions to our
operations as a result of our restructuring activities; (c) costs
and expenses incurred in connection with restructuring activities
and anticipated operational cost savings arising from the
restructuring actions; (d) the effects of personnel losses; (e)
risks related to the sale of our Broadband and defense
optoelectronics businesses, including without limitation (i) the
failure to fully realize the anticipated benefits of such
transaction, (ii) third party costs incurred by the Company related
to any such transaction, (iii) risks associated with liabilities
related to the transaction that were retained by the Company, and
(iv) risks and uncertainties related to the transfer to the buyer
of our manufacturing support and engineering center in China; (f)
risks related to shutdown or potential sale of our Chips business
and wafer fabrication facility, including without limitation (i)
the failure to successfully negotiate or execute definitive
transaction agreements, (ii) termination of any definitive
agreement prior to closing, (iii) failure to achieve any
anticipated proceeds from any such sale or to fully realize the
anticipated benefits of such a transaction, even if the potential
transaction occurs, (iv) diversion of management’s time and
attention from our remaining businesses to the sale of such
businesses, (v) third party costs incurred by the Company related
to any such transaction, and (vi) risks associated with any
liabilities related to the transaction or any such assets or
business that are retained by the Company in any sale transaction;
(g) rapidly evolving markets for the Company's products and
uncertainty regarding the development of these markets; (h) the
Company's historical dependence on sales to a limited number of
customers and fluctuations in the mix of products and customers in
any period; (i) delays and other difficulties in commercializing
new products; (j) the failure of new products: (i) to perform as
expected without material defects, (ii) to be manufactured at
acceptable volumes, yields, and cost, (iii) to be qualified and
accepted by our customers, and (iv) to successfully compete with
products offered by our competitors; (k) uncertainties concerning
the availability and cost of commodity materials and specialized
product components that we do not make internally; (l) actions by
competitors; (m) risks and uncertainties related to the outcome of
legal proceedings; (n) risks and uncertainties related to
applicable laws and regulations; (o) acquisition-related risks,
including that (i) the revenues and net operating results obtained
from our recent acquisitions may not meet our expectations, (ii)
the costs and cash expenditures for integration of our recent
acquisitions may be higher than expected, (iii) we may not
recognize the anticipated synergies from our recent acquisitions,
(iv) there could be losses and liabilities arising from these
acquisitions that we will not be able to recover from any source,
and (v) we may not realize sufficient scale from these acquisitions
and will need to take additional steps, including making additional
acquisitions, to achieve our growth objectives; (p) the effect of
component shortages and any alternatives thereto; (q) risks and
uncertainties related to manufacturing and production capacity; (r)
risks related to the conversion of order backlog into product
revenue; and (s) other risks and uncertainties discussed under Item
1A - Risk Factors in our Annual Report on Form 10-K for the fiscal
year ended September 30, 2023, as updated by our subsequent
periodic reports.Forward-looking statements are based on certain
assumptions and analysis made in light of our experience and
perception of historical trends, current conditions, and expected
future developments as well as other factors that we believe are
appropriate under the circumstances. While these statements
represent our judgment on what the future may hold, and we believe
these judgments are reasonable, these statements are not guarantees
of any events or financial results. All forward-looking statements
in this press release are made as of the date hereof, based on
information available to us as of the date hereof, and subsequent
facts or circumstances may contradict, obviate, undermine, or
otherwise fail to support or substantiate such statements. We
caution you not to rely on these statements without also
considering the risks and uncertainties associated with these
statements and our business that are addressed in our filings with
the Securities and Exchange Commission (“SEC”) that are available
on the SEC’s web site located at www.sec.gov, including the
sections entitled “Risk Factors” in our Annual Report on Form 10-K
and our Quarterly Reports on Form 10-Q. Certain information
included in this press release may supersede or supplement
forward-looking statements in our other Exchange Act reports filed
with the SEC. We do not intend to update any forward-looking
statement to conform such statements to actual results or to
changes in our expectations, except as required by applicable law
or regulation.
Contact:
EMCORE CorporationTom Minichiello(626)
293-3400investor@emcore.com
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