David Everitt
Allison Transmission HoldingsAbout David C. Everitt
David C. Everitt, age 72, has served as an independent director of Allison Transmission since August 2014. He is retired and previously served as Interim CEO of Enviri Corporation (formerly Harsco) from February to August 2014 and President of Deere & Company’s Agriculture & Turf Division from September 2006 to September 2012; he holds a B.S. in industrial engineering from Kansas State University . The Board has determined he is independent under NYSE rules; all directors attended at least 75% of meetings in 2024 and the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enviri Corporation (formerly Harsco) | Interim Chief Executive Officer | Feb 2014–Aug 2014 | Led transition; industrial services and engineered products focus . |
| Deere & Company | President, Agriculture & Turf Division | Sep 2006–Sep 2012 | Oversaw engineering, manufacturing, sales/marketing across North America and Asia; global product leadership . |
| Deere & Company | Various roles, starting engineer | 1975–2006 | Progressively senior responsibilities in operations, engineering, procurement, strategy . |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| Brunswick Corporation | Director | Current | Public company directorship . |
| Corteva, Inc. | Director | Current | Public company directorship . |
| Enviri Corporation | Director | Current | Public company directorship . |
| Nutrien Ltd. | Director | Former | Prior public board service . |
| Agrium Inc. | Director | Former | Prior public board service . |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance (7 meetings in 2024) and Finance (6 meetings in 2024) .
- Chair roles: None; current chairs are Altmaier (Compensation), Christman (Nominating & Corporate Governance), Haznedar (Finance), Shivram (Audit); Christman serves as Lead Independent Director .
- Independence: Board determined Everitt (and all non-employee directors) are independent under NYSE Manual; CEO Graziosi is not independent .
- Attendance: Board held 4 meetings; each director attended ≥75% of Board/committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent executive sessions scheduled at each regularly scheduled Board meeting; Lead Independent Director presides .
- Related parties: Policy requires Nominating & Corporate Governance Committee review/approval; no related person transactions >$120,000 since Jan 1, 2024 .
Fixed Compensation
| Component (2024) | Amount/Detail |
|---|---|
| Fees Earned or Paid in Cash ($) | $103,000 (Annual retainer cash $90,000; committee fees cash $13,000) . |
| Stock Awards ($) | $154,925 grant-date fair value . |
| Annual Equity Award (units) | 2,017 DSUs granted . |
| Total ($) | $257,925 . |
Director Compensation Policy (2024):
- Annual retainer: $95,000, payable in cash or common stock (or 50/50) .
- Annual equity award: ~$155,000, payable 100% in RSUs (number based on NYSE closing price at grant) .
- Committee membership retainers: Audit $12,000; Compensation $7,500; Finance $6,500; Nominating & Corporate Governance $6,500 .
- Committee chair retainers: Audit $24,000; Compensation/Finance/Nominating & Corporate Governance $15,000 .
- Lead Independent Director retainer: $30,000 .
- Deferrals: Annual retainer and committee fees may be deferred into DSUs under the Director Deferred Compensation Plan .
Performance Compensation
| Equity Award Type | Units | Grant-Date Value | Vesting / Conditions |
|---|---|---|---|
| DSUs (Annual Director Grant 2024) | 2,017 | $154,925 | DSUs received via deferral plan; subject to vesting/forfeiture per Director Compensation Policy; each DSU settles into one share or equivalent cash . |
- Directors do not receive performance-conditioned (metric-based) incentive pay; equity is time-based RSUs/DSUs, supporting alignment without short-term targets .
Other Directorships & Interlocks
| External Company | Industry Overlap / Potential Interlock |
|---|---|
| Brunswick Corporation | Recreational products; no related person transactions reported with Allison . |
| Corteva, Inc. | Agriculture inputs; no related person transactions reported with Allison . |
| Enviri Corporation | Industrial services; no related person transactions reported with Allison . |
| Former: Nutrien Ltd., Agrium Inc. | Agriculture inputs; prior service only . |
Expertise & Qualifications
- Skills matrix indicates focus areas: Automotive/Trucking Industry; Business Strategy/M&A; Energy; HR; IT/Cybersecurity; International; Manufacturing; Operations/Supply Chain/Logistics; Public Company & Corporate Governance; R&D/Product Development; Regulatory; Sales & Marketing .
- Education: B.S. in industrial engineering, Kansas State University .
- Board qualifications: Extensive operational leadership and IT/process expertise; prior CEO experience .
Equity Ownership
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 37,903 . |
| Shares Outstanding (as of Mar 10, 2025) | 85,226,273 . |
| Percent of Class | ~0.0445% (calc: 37,903 ÷ 85,226,273) . |
| RSUs Outstanding (Dec 31, 2024) | 0 . |
| DSUs Outstanding (Dec 31, 2024) | 36,313 (includes 33,058 DSUs and 3,255 dividend equivalents counted in beneficial ownership if settle within 60 days) . |
| Pledged Shares | None; no pledging by directors; Insider Trading Policy prohibits pledging/hedging . |
Governance Assessment
- Independence and engagement: Independent director with committee service on Nominating & Corporate Governance and Finance; attendance ≥75% and participation in scheduled executive sessions supports effective oversight .
- Compensation alignment: Mix of cash retainers/committee fees plus time-based equity (DSUs). 2024 compensation totals $257,925 with ~$155k equity, supporting alignment without short-term incentive risks; ability to elect DSU deferrals enhances long-term orientation .
- Ownership and alignment: DSU holdings and no pledging indicate alignment; beneficial ownership ~0.0445% of outstanding shares; DSUs/RSUs accrue dividend equivalents, further aligning interests .
- Conflicts/related parties: Company policy requires committee review; no related person transactions >$120,000 reported in 2024, mitigating conflict risk .
- Board leadership and process: Lead Independent Director structure, majority independent committees, independent compensation consultant (Semler Brossy), and majority vote standard for elections strengthen governance quality .
RED FLAGS
- None disclosed: No related party transactions, no pledging/hedging, and robust committee independence. Overboarding risk mitigated by policy (non-executive directors limited to ≤5 public boards; Everitt currently serves on three), within guidelines .
- Attendance detail not granular (only ≥75% disclosed), but all directors attended the 2024 annual meeting .
Shareholder Signals
- Strong say-on-pay support (~95% in 2024), reflecting positive investor sentiment toward compensation governance and oversight by the Compensation Committee .