Dana Pittard

About Dana J.H. Pittard

Vice President, Defense Programs at Allison Transmission (ALSN). Age 66 as of March 10, 2025 . Joined Allison in October 2015 as Deputy Vice President of Defense Programs; promoted to Vice President, Defense Programs in January 2016 and continues to serve in this role . Retired U.S. Army Major General with 34 years of service, including command of the 1st Armored Division and Commander of Fort Bliss (2010–2013), bringing deep expertise in combat vehicle technology and U.S. DoD/congressional budget processes; education includes a B.S. from the U.S. Military Academy (West Point), an M.A. from the School of Advanced Military Studies (U.S. Army CGSC), and a National Security Fellowship (Harvard Kennedy School) . During his tenure at Allison, company performance highlights include 2024 Revenue of $3,225 million, Adjusted EBITDA margin of 36.13%, Adjusted Free Cash Flow of $658 million, and three-year TSR (2022–2024) of 235.4% (100th percentile vs peer group) supporting strong incentive outcomes company-wide .

Past Roles

External Roles

Fixed Compensation

Allison’s proxy does not disclose individual compensation details (salary/bonus) for non-NEO vice presidents; Mr. Pittard was not a Named Executive Officer for 2024, so no SCT line items are reported for him . Base salaries for NEOs are set annually by the Compensation Committee (market/peer informed; no formulaic increases) .

Performance Compensation

All salaried employees, including executive officers, are eligible for the annual IComp program; awards are formulaic against corporate metrics with Compensation Committee oversight .

• Company-wide IComp payout factor for 2024 calculated at 223.86% of target based on metric achievement; the Committee may adjust individual outcomes based on performance, but Mr. Pittard’s individual payout is not disclosed .

Long-term incentives structure (applies to executive officers):

• Vehicles and vesting: 2024 stock options and RSUs vest ratably over three years; options have 10-year terms and strike price equal to close on grant date . Performance units (PUs) use three-year relative TSR vs a defined peer set with payout from 0–200%; 2024–2026 performance units vest no later than Feb 28, 2027 upon certification .

Equity Ownership & Alignment

• Pledging/hedging: Prohibited for directors and executive officers under Allison’s Insider Trading Policy . None of the shares owned by directors and executive officers were pledged as of March 10, 2025 .
• Ownership guidelines: Fixed share ownership requirements apply to senior executives (CEO 5x salary; other NEOs 3x; other key employees 1.5x); 50% net-share retention until compliance . The proxy does not disclose Mr. Pittard’s guideline multiple or compliance status.
• Clawback: Cash incentive and performance-based equity subject to clawback upon accounting restatements per SEC/NYSE rules .
• Equity overhang and availability: 2,367,369 shares subject to outstanding awards; 3,814,989 shares available for future issuance as of Dec 31, 2024 (context for dilution/plan supply) .

Employment Terms

Severance framework (executive plan coverage is limited to designated senior employees; the proxy does not state whether Mr. Pittard is a participant or his tier) :

• Tier 1 (CIC Qualifying Termination within 2 years post-CIC): Lump sum 2x (base + target bonus), up to 2 years of medical premium support, accelerated vesting of unvested equity (options exercise window extended to 2 years; performance awards per plan) .
• Tier 1 (Non‑CIC Qualifying Termination): Lump sum 1x (base + target bonus), up to 1 year of medical premium support .
• Tier 2 (Non‑CIC Qualifying Termination): Lump sum 1x base salary + pro‑rata target bonus; up to 1 year medical premium support .
• Equity treatment around CIC/termination: Performance units generally vest based on rTSR measured as of the CIC at the original performance period end, with acceleration upon qualifying termination or death/disability after CIC; 2023/2024 grants also include prorated vesting on death/disability; 2024 awards include prorated vesting on retirement for current-year RSU/option tranche and post‑period vesting for PUs at actual performance .
• Restrictive covenants: Plan benefits require release of claims and compliance with non‑competition, non‑solicitation, non‑disparagement, and confidentiality obligations .
• Governance: Double-trigger required for CIC benefits; no tax gross‑ups on CIC payments .

Compensation Structure Analysis

• Pay-for-performance alignment: Heavy use of formulaic corporate metrics (Revenue, Adjusted EBITDA margin, Adjusted FCF) in annual bonuses, plus rTSR-based performance units for long-term alignment .
• Risk controls: Clawback policy, prohibition of hedging/pledging, no option repricing without shareholder approval, and double-trigger CIC mitigate agency and compensation risk .
• Ownership discipline: Stock ownership guidelines with holding requirements enhance alignment; however, the proxy does not disclose Mr. Pittard’s specific requirement or attainment .

Compensation Peer Group (for benchmarking and rTSR design)

• Compensation benchmarking peers used for 2024 decisions include Crane, Curtiss‑Wright, Flowserve, Gates, Gentex, Graco, HEICO, IDEX, ITT, Lincoln Electric, Middleby, Nordson, Sensata, Timken, Woodward, Zurn Elkay .
• rTSR comparator set adds BorgWarner, Cummins, Eaton, Parker‑Hannifin, Roper, TransDigm for performance measurement purposes .

Say‑on‑Pay & Shareholder Feedback

• 95% support at 2024 annual meeting; no material program changes implemented in response .

Investment Implications

• Alignment: Mr. Pittard operates under a structure with strong alignment mechanisms (annual financial metrics, rTSR PUs, ownership guidelines, clawback, anti‑hedge/pledge) that tie realized pay to value creation and reduce governance risk .
• Retention risk: Existence of a formal Severance Plan with meaningful cash/equity protections in qualifying terminations (particularly CIC double‑trigger) reduces flight risk for designated executives; coverage/tier for Mr. Pittard is not disclosed, limiting precision on his specific retention economics .
• Trading signals: Time‑based RSUs and options vest ratably over three years, and PUs vest post three-year performance periods; these schedules can create recurring liquidity windows for executives broadly, though no Form 4 activity is disclosed here for Mr. Pittard specifically. Prohibitions on pledging/hedging and no pledged shares across executives lower the risk of forced selling/margin events .
• Execution risk: Company-wide outcomes underpinning incentive payouts (e.g., 223.86% of IComp target in 2024; 200% PU payout for 2022–2024 on 100th percentile rTSR) reflect strong recent performance but also raise future hurdle risks if metrics normalize; this can impact realized pay sensitivity across executive ranks .

Citations: Executive officers table with age/position. Biographical profile (education, Army and Allison roles). 2024 business results (Revenue, Net income, Adjusted EBITDA margin, ACF). IComp metrics, weightings, thresholds/targets/maximums, and actuals. IComp payout factor and individual adjustments process. 2024–2026 PU design and rTSR peer methodology. 2024 grants table and 2022–2024 PU result (200%). Compensation peer group. Option award mechanics (pricing, vesting, term). Pay-versus-performance highlights, TSR (235.4% at 100th percentile), governance policies (ownership guidelines, clawback, hedging/pledging prohibitions, double-trigger CIC, no repricing/tax gross-ups), and say-on-pay support. Equity plan share availability. Severance Plan mechanics (Tier 1/Tier 2; CIC vs Non‑CIC). Equity treatment on CIC/termination and restrictive covenants. Security ownership statement noting no pledging by directors and executive officers.