Carolann Haznedar - Director | Allison Transmission Holdings (ALSN) Executive Profile & Compensation

About Carolann I. Haznedar

Independent director of Allison Transmission Holdings, Inc. since November 2018; age 65. Former senior executive at DuPont (1981–June 2016) where she led global businesses in Packaging & Industrial Polymers, Engineering Polymers (automotive), Kevlar Life Protection, and Specialty Fluorochemicals after earlier manufacturing leadership; prior technical role at Edo‑Aire on microprocessor controls for aviation nav/comm systems. Education: B.S. in computer science/math from Montclair State University; MBA studies at Ohio University. Currently serves on the board of Enviri Corporation.

Past Roles

Organization	Role	Tenure	Committees/Impact
E. I. du Pont de Nemours and Company	Global business leader (Packaging & Industrial Polymers; Engineering Polymers; Kevlar Life Protection; Specialty Fluorochemicals); earlier manufacturing leadership	1981–Jun 2016	Led global, lean organizations; automotive sector exposure; operations and growth initiatives
Edo‑Aire Corporation	Engineer on microprocessor control for nav/comm systems	Pre‑1981	Technical systems engineering

External Roles

Organization	Role	Tenure/Status	Notes
Enviri Corporation	Director	Current	Public company board

Board Governance

Independence: The Board determined Haznedar is independent under NYSE rules.
Committees and Chair roles:
- Finance Committee Chair (6 meetings in 2024).
- Nominating & Corporate Governance Committee member (7 meetings in 2024).
Attendance and engagement:
- In 2024, the Board met 4 times; aggregate committee meetings were 26; each current director attended ≥75% of their Board/committee meetings, and all directors attended the 2024 virtual annual meeting.
Lead Independent Director and executive sessions: Independent director executive sessions are scheduled at each regular Board meeting; the Lead Independent Director (Philip J. Christman) presides and facilitates agendas and shareholder communications.
Related-party transactions: None involving directors/5% holders since Jan 1, 2024 (≥$120,000) per policy review by the Nominating & Corporate Governance Committee.

Committee Assignments (Current)

Committee	Role	2024 Meeting Count
Finance	Chair	6
Nominating & Corporate Governance	Member	7

Fixed Compensation (Director)

Component (2024)	Amount
Fees Earned or Paid in Cash	$109,750
Equity Award (grant-date fair value)	$154,925
Total	$264,675

Breakdown by form of payment (2024):

Annual retainer—Cash: $90,000
Committee/other fees—Cash: $19,750
Annual equity award—Deferred Stock Units (DSUs): 2,017 units

Director compensation policy reference (structure for all directors):

Annual equity award approx. $155,000 in RSUs (or DSUs via deferral); annual retainer $95,000 (payable in cash/stock mix); committee member fees: $6,500 (Finance, NCG), $7,500 (Compensation), $12,000 (Audit); chair fees: $15,000 (Compensation, Finance, NCG), $24,000 (Audit); Lead Independent Director retainer $30,000.

Performance Compensation

Director equity awards are time-based (RSUs/DSUs) without performance metrics; no director-specific performance formulas disclosed.

Other Directorships & Interlocks

Company	Role	Interlock/Notes
Enviri Corporation	Director	Shared external board with ALSN director David C. Everitt (current Enviri director), creating an information-flow interlock.

Expertise & Qualifications

Board’s skills matrix highlights Haznedar’s focus areas: Automotive/Trucking Industry; Business Strategy/M&A; Human Resources; International; Manufacturing; Operations/Supply Chain/Logistics; Public Company & Corporate Governance; R&D/Product Development; Sales & Marketing.
Biography reinforces substantial operational leadership, global experience, and growth/innovation track record at DuPont; automotive polymers expertise.

Equity Ownership

Metric	Value
Total beneficial ownership (shares)	21,441 (<1% of outstanding)
Breakdown	Includes 20,239 DSUs and 1,202 dividend equivalents that could be settled in common stock within 60 days
Shares pledged as collateral	None (company reports no pledging; policy prohibits pledging/hedging)

Section 16 compliance:

Company reports all required insider filings complied during 2024 except late filings for three other officers; no late filings noted for Haznedar.

Governance Assessment

Strengths:
- Independent director; chairs Finance (capital allocation oversight, dividends, repurchases, borrowing/equity practices, M&A) and sits on Nominating & Corporate Governance (board refreshment, evaluations, CSR oversight).
- Attendance threshold met and participation in 2024 annual meeting; consistent executive-session practice and a strong Lead Independent Director structure.
- No related-party transactions; Insider Trading Policy prohibits pledging/hedging; clawback and ownership guidelines strengthen alignment (executive-focused, but insider policy applies to directors).
- Director pay structure balanced with equity (DSUs) supporting long-term alignment; 2024 equity award ~$155k; cash fees ~$110k.
- Say‑on‑pay support (95% in 2024) indicates positive shareholder sentiment toward compensation governance overall.
Watch items:
- External interlock with Enviri via shared directorship with David C. Everitt—monitor for any transactions or competitive overlaps; none disclosed in related‑party review.
- Individual ownership is modest in % terms (<1%), though DSUs indicate accumulating long-term alignment; monitor continued DSU accumulation and any changes to director ownership guidelines (not disclosed).
Net view: Haznedar’s committee leadership in Finance and membership in NCG, independence, and attendance support board effectiveness; absence of conflicts and adherence to anti‑pledging/hedging and related‑party policies bolster investor confidence.

Additional structural context: Finance Committee scope includes M&A, capital structure, dividends, repurchases, borrowings, and special projects; NCG scope includes board composition, evaluations, director compensation, related‑party transactions, and CSR oversight.