Warren Lichtenstein, the executive chairman of Aerojet Rocketdyne [AJRD] whose investment firm Steel Partners [SPLP] owns a minority share of the company’s stock and controls four of its eight board seats, was actively seeking to replace Aerojet CEO Eileen Drake with himself or his handpicked choice and even reached out to Roger Krone, chairman and CEO of Leidos [LDOS], to purchase the company while Lockheed Martin [LMT] already had an agreement to acquire Aerojet, Drake charged last September.
Drake’s letter alleging Lichtenstein’s machinations to oust her and even broker a different deal for Aerojet came in a regulatory filing by the company on Monday releasing the results of an investigation by a group of the company’s board of directors into Drake’s allegations and Lichtenstein’s conduct.
Drake and Lichtenstein are involved in a proxy battle with both seeking to install their own slate of board nominees. The current board has yet to agree to a date for an annual shareholder’s meeting to vote on the respective rosters, a result of the bitter battle between the company’s top executive and its chairman.
The release of the results of the investigation by a Non-Management Committee of the Board of Directors included three memorandums written by Drake, two dated May 10 and Sept. 2, 2021 to Aerojet’s now former general counsel, Arjun Kampani, and another from Oct. 6, 2021 to the board. The September letter contains specific allegations of Lichtenstein’s various efforts.
Drake said that on Aug. 25, 2021, she received a call from Greg Jones, Aerojet’s senior vice president of strategy and business development, saying he had had a conversation with Krone who at the time was with Lockheed Martin Space company strategic planning official Adam Broecker, with Krone relaying that Lichtenstein wanted Leidos to do a deal with Aerojet.
“Roger told Greg, in front of Broecker, that Warren had repeatedly called him while we were working the LM Transaction trying to convince him to do a deal with AR, complained that he didn’t want the LM transaction to go through, and that Warren had ‘threatened’ his Board of Directors,” Drake said in the Sept. 2 memorandum. “He commented that Warren is a ‘dangerous’ person and that he and his board want nothing to do with him. It’s unfortunate this conversation was in front of our customer.”
Drake said the conversation took place during the National Space Symposium in Colorado Springs.
The same day Drake said that Jones called her, she also said that John Schumacher, the head of Aerojet’s Washington, D.C. office, called her about a conversation he had with the defense consultant Jim McAleese on Aug. 24.
McAleese told Schumacher that he had received a call on Aug. 24 from Chris Kubasik, the CEO of L3Harris Technologies [LHX], who handed the phone to Lichtenstein, who in turn asked McAleese about the Lockheed Martin deal for Aerojet and his thoughts on Air Force Secretary Frank Kendall’s support of the acquisition, according to Drake’s memo.
Then on Sept. 2, Drake said she heard again from Schumacher who relayed a new conversation he had with McAleese about another call from Lichtenstein that day as well about Lockheed Martin CEO James Taiclet’s outlook on the deal for Aerojet. In Drake’s telling, Schumacher said McAleese didn’t think Taiclet would be too aggressive in selling the deal to the government for fear of hurting Lockheed Martin’s work on its premier program, the F-35 fighter.
Drake also said that “Warren made derogatory comments about Frank St. John, LM COO, and him not doing a good job. “Warren also complained to Jim [McAleese] about LM being in the lead on the transaction and not himself.” St. John is Lockheed Martin’s chief operating officer, responsible for the company’s daily operations.
“What’s most disturbing to me, is that Warren told Jim that if the deal doesn’t go through he will run Aerojet Rocketdyne himself,” she wrote. “He continued by saying that he has been ‘digging’ into the AR business and will continue to do so when he is running the company.”
In her Oct. 6 letter to the board, Drake said the had received a call that day from an industry colleague telling her that Lichtenstein had recently reached out to ask if they were interested in being CEO of Aerojet, and added that he didn’t expect the Lockheed Martin acquisition to be approved “and that he had a ‘search’ for a new CEO to replace me.”
Lockheed Martin in December 2020 announced it had agreed to acquire Aerojet for $4.4 billion. But the proposed deal came under heavy scrutiny from federal regulators and in January 2022 the Federal Trade Commission announced it would seek to block the acquisition because it would lessen competition in the market for rocket motors. Lockheed Martin terminated the deal in February.
Drake also said that Lichtenstein has personal financial motives that include “his financial reengineering strategy.”
After the failed bid by Lockheed Martin, Steel Partners, which owns 5.2 percent of Aerojet’s outstanding shares, said its vision to boost shareholder returns includes share and debt repurchases, divesting Aerojet’s large real estate holdings and other non-core assets, boosting the “underperforming” defense and space business units, realigning executive compensation, and exploring strategic alternatives to maximize shareholder returns.
Aerojet’s filing on Monday with the Securities and Exchange Commission also contained a Sept. 10, 2021 letter to Lichtenstein from “Independent Members of the Board of Directors” reminding him of his “fiduciary obligations and direct you to cease engaging in such conversations with third parties—both about the pending transaction and about the Company’s executive management.” The letter doesn’t contain specific instances of Lichtenstein’s alleged misconduct.
Lichtenstein on Sept. 13 replied to the board in writing that if they have received any legal advice related to his alleged actions to let him know. He also denied providing confidential information to any third parties, that he “defamed” any of Aerojet’s managers, or that he breached the acquisition agreement with Lockheed Martin, which he added he “strongly” supports.
He also suggested that Aerojet’s management wasn’t focused on the company’s long-term business planning should the deal with Lockheed Martin fail.
In a May 2, 2022 letter from Aerojet’s Board’s Non-Management Committee to Drake and Lichtenstein, they said Lichtenstein questions to Drake and other managers were in line with routine business and financial concerns and “’contingency planning’ if the Lockheed transaction were not to proceed.”
Still, the board group said Lichtenstein did communicate with third parties about the Lockheed Martin deal, expressed his doubts that it would be approved, “and approached two parties to inquire regarding their interest in becoming CEO if the merger did not close and criticizing Ms. Drake’s performance.” The Non-Management Committee also said that one of his outreach efforts to someone about the CEO job was made after the independent board members told him to cease such entreaties.
The Non-Management Committee also reprimanded Lichtenstein for breaching the guidance contained by the independent board members in their Sept. 10, 2021 memo and put forth a “mandate” that he comply with the company’s code of conduct going forward.
Lichtenstein, in a statement on Monday, said the board committee’s findings showed he acted lawfully and in the best interests of Aerojet’s shareholders, and that the conclusions of the investigation demonstrate that Drake was motivated by “selfish” interests.
Regarding the committee’s finding that he breached the board’s guidance, Lichtenstein said his discussions with third parties should the Lockheed Martin acquisition fall through were part of his executive chairman duties and that if “these conversations truly crossed a line, one would expect that the Committee would call them a violation of applicable Company policies or of my fiduciary duty. The Committee did not.”