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Proxy Statement and Notice of 2020 Annual Meeting

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Proxy Statement and Notice of 2020 Annual Meeting Proxy Statement and Notice of 2020 Annual Meeting Pioneering global ideas for cleaner air and smoother, quieter and safer transportation Tuesday, May 12, 2020 at 10:00 a.m., Central Time To the Stockholders of Tenneco Inc.: I cordially invite you to attend Tenneco’s 2020 Annual Meeting of Stockholders to be held Tuesday, May 12, 2020, at 10:00 a.m., Central Time. This year’s annual meeting will be held entirely online to allow for greater participation in light of the public health impact of the coronavirus outbreak (COVID-19). Stockholders may participate in this year’s annual meeting by visiting the following website www.virtualshareholdermeeting.com/TEN2020. Your vote is very important! Whether or not you plan to attend the annual meeting, we urge you to read the enclosed proxy statement and vote as soon as possible via the Internet, by telephone or, if you receive a paper proxy card or voting instruction form in the mail, by mailing the completed proxy card or voting instruction form. A record of our activities for the year 2019 is contained in our Form 10-K. Thank you for your confidence and continued support. Brian J. Kesseler Chief Executive Officer Tenneco Inc. April 1, 2020 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS What: The Annual Meeting of Stockholders of Tenneco Inc. (the “Annual Meeting”) When: Tuesday, May 12, 2020 at 10:00 a.m., Central Time Where: Due to the emerging public health impact of the coronavirus outbreak (COVID-19) and to support the health and well-being of our partners and stockholders, the Annual Meeting will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting physically. To be admitted to the Annual Meeting at www.virtualshareholdermeeting.com/TEN 2020, you must enter the control number found on your proxy card, voting instruction form or Notice card. Items of Business: 1. To elect the 11 director nominees listed in this proxy statement; 2. To ratify the appointment of PricewaterhouseCoopers LLP as independent public accountants for 2020; 3. To approve our executive compensation in an advisory vote; 4. To approve the Tenneco Inc. 2006 Long-Term Incentive Plan, as amended and restated; and 5. To consider any other matters, if properly raised. Who may vote: Owners of class A voting common stock (“class A common stock”) as of the close of business on March 25, 2020 may vote at the Annual Meeting. Voting: YOUR VOTE IS VERY IMPORTANT. All stockholders are cordially invited to attend the Annual Meeting virtually. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting, but if you are not able to attend virtually, please submit your vote as soon as possible as instructed in the Notice, proxy card or voting instruction form. You can vote via mail, telephone or the Internet. Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the Annual Meeting using one of these methods. Stockholders of record have been mailed a Notice of Internet Availability of Proxy Materials, which provides stockholders with instructions on how to access our proxy materials and our Form 10-K on the Internet and, if they prefer, how to request paper copies of these materials. Questions: For any questions regarding the Annual Meeting, please contact Tenneco at (847) 482-5000, attention: Corporate Secretary. By Order of the Board of Directors Brandon B. Smith Corporate Secretary Lake Forest, Illinois April 1, 2020 The Notice of Annual Meeting of Stockholders and the attached proxy statement are first being made available to stockholders of record as of March 25, 2020 on or about April 1, 2020. TABLE OF CONTENTS PAGE Proxy Summary .................................................................................. 1 Annual Meeting of Stockholders ............................................................. 1 Voting Recommendations of the Board...................................................... 2 Director Nominees ............................................................................ 2 Key Features of Our Executive Compensation Program ................................... 3 Governance Highlights ....................................................................... 3 Questions and Answers ......................................................................... 4 Election of Directors (Item 1) ................................................................... 8 Members of the Board ........................................................................... 10 Nominees for Election to the Board .......................................................... 10 Corporate Governance .......................................................................... 17 Overview ...................................................................................... 17 The Board and Its Committees............................................................... 20 Role of Board in Risk Oversight .............................................................. 21 Director Independence ....................................................................... 22 Board Meetings ............................................................................... 22 Compensation Committee .................................................................... 23 Nominating and Governance Committee .................................................... 24 Consideration of Director Nominees ......................................................... 25 Audit Committee .............................................................................. 26 Stockholder Engagement .................................................................... 27 Sustainability Reporting ...................................................................... 27 Accounting Complaints and Communications with the Directors ........................... 28 Transactions with Related Persons .......................................................... 28 Related Party Transactions .................................................................. 29 Ownership of Common Stock .................................................................. 31 Management .................................................................................. 31 Certain Other Stockholders .................................................................. 32 Executive Compensation ........................................................................ 34 Compensation Discussion and Analysis ..................................................... 34 Executive Summary .......................................................................... 34 Highlights of our Executive Compensation Practices ....................................... 37 Compensation Objectives .................................................................... 38 Compensation Process ....................................................................... 38 Design and Elements of Compensation ..................................................... 39 i Equity Award Policy .......................................................................... 48 Stock Ownership Guidelines ................................................................. 49 Anti-Hedging Policy and Trading Restrictions ............................................... 50 Anti-Pledging Policy .......................................................................... 50 Clawback Policy .............................................................................. 50 Impact of Regulatory Requirements on Compensation ..................................... 50 Calculations Under Various Plans ........................................................... 51 Calculations Under Our Annual Incentive Plan: ............................................. 51 Calculations Under Our LTPUs and PSUs:.................................................. 52 Calculations Under the FM LTIPs: ........................................................... 53 Summary Compensation Table .............................................................. 54 Grants of Plan-Based Awards During 2019 ................................................. 57 Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table ............................................................................... 58 Annual Bonus and Non-Equity Incentive Plan Awards ...................................... 58 Stock Awards ................................................................................. 59 Option Awards ................................................................................ 59 Employment Agreements and Other Employment Arrangements .......................... 59 Outstanding Equity Awards at December 31, 2019 ......................................... 62 Option Exercises and Stock Vested During 2019 ........................................... 64 Post-Employment Compensation ............................................................ 64 Federal-Mogul German Pension Plan ....................................................... 65 Tenneco Employees Retirement Plan (formerly Tenneco Retirement Plan for Salaried Employees) ................................................................................. 65 Tenneco Supplemental Retirement Plan .................................................... 66 2006 Changes in Defined Benefit Plans ..................................................... 66 Nonqualified Defined Contribution and Other Deferred Compensation Plans
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