Governance Presentation
December 2020 NYSE: TEN Agenda for Discussion
1 Company Overview and Strategic Update
2 Recent Board/Governance Enhancements
3 Highly Experienced Board
4 Overview of Management and Executive Compensation
5 Corporate Governance Best Practices
2 Tenneco Overview Scale and diversification in product lines, end markets and regions
CTOH, Industrial & Other 14% 40% Clean Air EMISSIONS/ Ride ENGINE Performance Product OE Light $2.7 Applications 54% Vehicle Aftermarket VA Revenue 32% $4.1 & OES 14% SUSPENSION/ Clean Air/ Operating TM CHASSIS Powertrain DRiV DIVISION DIVISION Segments VA Revenue $3.2
$4.4 China Powertrain Motorparts 11% 43% North America
ROW 9% Regions 2019 Revenue VA Revenue
$17.5B Revenue
$14.4B Value-add (VA) Revenue 37% Europe 3 Building a Stronger Tenneco Performance Focus - Margin Expansion & Cash Generation
Reduce Lower Capital Optimize Business Invest in Structural Cost Intensity Line Portfolio Growth Targets
• Execute Accelerate+ • Improve capex/revenue • Value Stream Simplification • Motorparts – top 3 markets program ratio - 80/20 value analytics • Advanced Suspension • Lean corporate & operating • Expand working capital • Align business lines to Technologies group structure turns portfolio positions • NVH Performance Materials – Inventory driven • Divest/discontinue non- • Large Engine Solutions core business lines (CTOHI)
Optimizing shareholder value creation through debt reduction focus and targeted growth investments
4 Tenneco’s Board of Directors Board structure and composition provide effective, independent oversight
Dennis Letham C Brian Kesseler E Year Appointed: 2007 Year Appointed: 2016 Chairman, Tenneco CEO, Tenneco Former EVP and CFO, Anixter International Recent Refreshment
Average Directors added Roy Armes I Thomas Freyman I Tenure since 2019 Year Appointed: 2020 Year Appointed: 2013 ~5yr 5 Former Chairman/President/CEO, Cooper Tire Former EVP and CFO, Abbott Laboratories Committees: Audit, Nominating & Governance Committees: Audit (Chair), Compensation Board Diversity Denise Gray I James Metcalf I Year Appointed: 2019 Year Appointed: 2014 President, LG Chem Power Chairman/CEO, Cornerstone Building Brands Committees: Audit, Compensation Committees: Compensation (Chair) 90% Independent 30% Diversity
Aleksandra Miziolek Chuck Stevens I I 1 Year Appointed: 2020 Year Appointed: 2020 Former CFO, General Motors Former CTO, Cooper Standard 3 Committees: Compensation, Nominating & Committees: Compensation, Nominating & Governance Governance
9 John Stroup I Jane Warner I 7 Year Appointed: 2020 Year Appointed: 2004 Executive Chairman, Belden Former EVP at Illinois Tool Works Committees: Audit Committees: Audit, Nominating & Governance (Chair)
C Independent Chairman I Independent Director
E Executive Director Appointed in 2019/2020 5 Recently Appointed Directors Ongoing focus on Board refreshment, with 5 new Directors added since 2019
• Current Executive Chairman of Belden; also served as President and CEO from 2005 through 2020 • Former Group Executive at Danaher Motion Group • Considerable knowledge of manufacturing and experience as a public company executive and Board member • Appointed September 2020 John Stroup
• Former CTO of Cooper Standard until 2019; also served as Cooper Standard's Senior Vice President, General Counsel, Secretary and Chief Compliance Officer beginning in 2014 • Has over 30 years of legal experience at Dykema Gossett, where she held several key leadership positions, such as Director of the Automotive Industry Group, and built a successful M&A practice Aleksandra Miziolek • Appointed March 2020
• Former Chairman, President and CEO of Cooper Tire & Rubber from 2007 through 2016 • Spent more than 30 years at Whirlpool Corporation in leadership positions throughout the business and in multiple geographies • Considerable public company Board experience • Appointed March 2020 Roy Armes
• Former General Motors’ CFO from 2014 through 2018; previously served as CFO of GM’s North American Operations • Has over 40 years of experience at GM in a variety of roles of increasing responsibility, including leadership positions in China, Singapore, Indonesia and Thailand • Considerable public company Board experience Chuck Stevens • Appointed February 2020
• Current President of LG Chem Michigan, former President and CEO of LG Chem Power from 2015 through 2018 • Has over 30 years of experience in the automotive and manufacturing industries, including serving in various senior roles at General Motors where she was known as the “battery czar” • Appointed February 2019 Denise Gray
6 Recent Board and Committee Leadership Refreshment
New Independent Chairman New Nominating and New Compensation New Audit Governance Committee Chair Committee Chair Committee Chair
Mr. Letham brings significant executive experience and a deep understanding of finance and accounting from his time as Executive Vice President of Finance and CFO of Anixter and a knowledge of public company Boardrooms from his Jane Warner James Metcalf Thomas Freyman Dennis Letham directorship at Extra Space Storage Ms. Warner has Mr. Metcalf has As the former extensive public Board substantial executive and CFO of Abbott, experience, having Board experience, having Mr. Freyman Mr. Letham formerly served as Tenneco’s served in various served as the Chairman, brings an Director roles since President and CEO of expertise in Audit Committee Chair and Lead 1997, and has over 20 USG Corporation and finance and years of experience in currently serving as CEO accounting Independent Director the automotive industry and Chairman of Cornerstone Building Brands Refreshed Committee Refreshed Committee Refreshed Committee Membership: Membership: Membership: Roy Armes; Aleksandra Miziolek; Thomas Freyman; Denise Gray; Roy Armes; Denise Gray; John Chuck Stevens Aleksandra Miziolek; Stroup; Jane Warner Chuck Stevens
7 Highly Skilled and Experienced Directors Tenneco’s Board has the skills and experiences to oversee the Company through this critical period
Experience or Number of Directors Expertise
Public Company Executive 8 Experienced leaders capable of overseeing execution and challenging management Public Company Director 7
Automotive 8
Abundance of relevant industry and Global Operations operational expertise in key areas to 10 promote long-term strategy and value creation
Manufacturing 7
Finance/Audit 3 Significant finance and M&A experience, which is critical as the Board continues to evaluate the strategic M&A 8 alternatives available to Tenneco
8 Overview of Executive Compensation Tenneco’s compensation policies are based on the belief that executive and stockholder interests should be aligned as closely as possible
Overview of Tenneco’s Executive Compensation Program
Pay Element Form Typical Performance Elements Rationale and Link to Strategy Target Base Salary (13% • Reviewed periodically in light of performance factors and • Provides a market competitive, stable level of income to of 2019 CEO Fixed Cash market practices attract and retain top talent Compensation)
Annual Incentive • EBITDA and free cash flow are fundamental long-term Award drivers of shareholder value for Tenneco Performance • Earned 60% based on EBITDA and 40% based on Free Cash (16% of 2019 -Based Cash Flow (FCF) • Reward based on achievement of near-term financial CEO Target Total drivers of long-term strategic and shareholder value Compensation) objectives
• In the intermediate term, cash flow, liquidity and Variable • Measures aligned with long-term shareholder value corresponding debt reduction are pivotal to shareholder Long-Term Performance value and achieving strategic imperatives or • Historically, the company has used cash flow, profitability, Incentives Units “At Risk” total shareholder return and/or other economic value • These financial imperatives are consistent with shareholder (71% of 2019 60% of LTIP (87%) metrics value and the long-term strategic priorities of the CEO Target Total company and shareholders Compensation)
60% of LTIP are Restricted • Provides long-term equity ownership that aligns Performance- Stock Units • Awards of RSUs that generally vest in 1/3 increments over executives’ interests shareholders (RSUs) three years based • Retention vehicle linked to shareholder value 40% of LTIP
Compensation Best Practices
Double-trigger equity vesting No pledging or hedging of Tenneco Clawback policy for executive No excise tax gross-up upon subsequent a change in control * stock by officers or Directors officers change in control
* Newly implemented in 2020 9 Commitment to Corporate Social Responsibility Driving Results 2019 Corporate Social Responsibility and Sustainability Report
Environmental Social Governance
2019 Performance Health and Safety Ethical and Secure Practices
• Code of Conduct and Supplier Code of Conduct are compatible with the UN Declaration of Human Rights 13% Lower Lost 18.8% Reduction 11% Reduction in 8% Lower Day Case Rate Incident Rate and the UN Global Compact in Energy Use Water Withdrawal principles • 33% of our manufacturing sites are OHSAS 18001 / ISO 45001 third party certified; • Comprehensive risk-based Goal is 100% information security program
2.6% Reduction 11.3% Reduction in GHG Product Safety and Quality based on industry best practice in Overall Waste Emission Intensity • 92% of locations certified to IATF 16949 frameworks for data security, such as vs. 2017 baseline and ISO 9001 NIST and ISO 27001 • 79% of global mfg. sites ISO 14001 certified Workforce Diversity • Due diligence process to select • Product innovations driven by fuel • economy standards to reduce CO2 and 23% of US employees are ethnically diverse vendors sharing our values around criteria pollutant emissions • 24% of global team members are women human rights, ethics and • 3% reduction targets set for energy, • 14.3% of leadership are women (VP & above) environmental responsibility greenhouse gas emissions, water withdrawal, • 16,000 diversity partnerships through the and industrial waste for 2021 Local Job Network
“As our company continues to evolve, true success can only be achieved by doing the right things the right way and constantly striving to make the communities where we work and live better – both environmentally and socially.” - Brian Kesseler, CEO
Motorparts and Powertrain business Groups 10 Leading Corporate Governance Framework
Corporate Governance Best Practices
Independent Chairman Comprehensive annual Director and Committee evaluation processes
Majority independent Board Proxy access Fully independent Audit, Compensation, and Nominating & Governance Committees Shareholders may act by written consent
Annual election of Board members Published Corporate Governance Guidelines
Majority voting for Director elections, with resignation policy Published Corporate Social Responsibility report
Shareholder right to amend bylaws Publicly disclosed succession planning process
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