Eric Scroggins
Allison Transmission HoldingsAbout Eric Scroggins
Eric C. Scroggins is Vice President, General Counsel and Assistant Secretary at Allison Transmission (ALSN). He has served as General Counsel since joining in December 2007; his Assistant Secretary role began in February 2025. He previously served as Vice President, General Counsel and Secretary from December 2007–September 2021 and again from February 2023–February 2025. Age: 54. Education: BA, Ball State University; J.D., Indiana University McKinney School of Law; external board: Indiana Industrial Energy Consumers, Inc. (INDIEC) . 2024 corporate performance that drove incentive payouts: Revenue $3,225 million; Adjusted EBITDA as % of net sales 36.13%; Adjusted FCF $658 million; IComp payout factor 223.86% of target; three-year absolute TSR 235.4% at the 100th percentile of peers, yielding a 200% PSU payout for 2022–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Allison Transmission | Vice President, General Counsel and Secretary | Dec 2007–Sep 2021 | Advised Board/leadership; managed legal affairs; oversaw Government Relations, Export Compliance, Internal Audit, CSR |
| Allison Transmission | Vice President, General Counsel and Secretary | Feb 2023–Feb 2025 | Restored GC/Secretary responsibilities; continued oversight of legal and compliance functions |
| Allison Transmission | Vice President, General Counsel | Dec 2007–Present | Long-tenured legal leader; Board advisor; scope includes multiple oversight functions |
| State of Indiana | Deputy Director, State Personnel Dept. (and other roles) | — | Public-sector HR leadership experience |
| Ice Miller LLP | Attorney | — | Legal practice (corporate/litigation not specified) |
| Product Action International, LLC | General Counsel | — | Corporate GC experience before joining Allison |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Indiana Industrial Energy Consumers, Inc. (INDIEC) | Board Member | — | Represents large energy users; industry policy influence |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $352,615 | $364,248 | $387,667 (2024 base set at $392,000; 7% increase) |
| Target Bonus (% of salary) | 75% | 75% | 75% |
| Actual IComp Payout ($, paid following year) | $508,654 | $623,033 | $658,154 (plus $16,846 reported in Bonus; total $675,000 paid Mar 2025) |
Notes: In February 2024, Scroggins’ base was aligned to market with a 7% increase to $392,000, effective March 1, 2024 . The IComp payout for 2024 equaled $675,000, paid March 2025; $16,846 was recorded under “Bonus” with the remainder in Non-Equity Incentive Plan Compensation .
Performance Compensation
Annual Cash Incentive (IComp) Structure and Outcomes – FY 2024
| Metric | Weighting (%) | Threshold | Target | Maximum | Actual | Payout Factor | Vesting/Payout Timing |
|---|---|---|---|---|---|---|---|
| Revenue ($mm) | 35% | 3,007 | 3,100 | 3,193 | 3,225 | 223.86% of target (company-wide) | Paid March 2025 |
| Adjusted EBITDA % of net sales | 30% | 34.00% | 35.50% | 37.00% | 36.13% | 223.86% of target | Paid March 2025 |
| Adjusted Free Cash Flow ($mm) | 35% | 572 | 600 | 637 | 658 | 223.86% of target | Paid March 2025 |
Long-Term Equity Incentives (2024 grants)
| Instrument | Grant Date | Quantity | Exercise/Grant Price | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Stock Options | 02/21/2024 | 6,659 | $70.88/sh | $153,423 | Ratable over 3 years |
| RSUs | 02/21/2024 | 2,219 | $70.88 close used for RSU valuation | $157,283 | Ratable over 3 years |
| Performance Units (PSUs, target) | 02/21/2024 | 2,219 | — | $238,831 | rTSR vs peer group; 2024–2026 period; vest by 02/28/2027; payout 0–200% |
PSU metric details: rTSR measured against a “premier industrial” peer set plus BorgWarner, Cummins, Eaton, Parker-Hannifin, Roper Technologies, TransDigm; target at 50th percentile; 0% below 25th percentile, 50% at 25th, 100% at 50th, 200% at/above 75th percentile; performance period 1/1/2024–12/31/2026; vest no later than 2/28/2027 .
Realized in 2024
| Item | Eric Scroggins |
|---|---|
| Options Exercised (Shares) | 8,649 |
| Value Realized on Exercise ($) | $257,636 |
| Stock Vested (Shares) | 7,374 |
| Value Realized on Vesting ($) | $541,104 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 27,206 shares; includes 8,181 vested but unexercised options; “less than 1% of class” |
| Shares Outstanding Reference | 85,226,273 shares outstanding (as of March 10, 2025) |
| Pledging/Hedging | Company policy prohibits hedging and pledging for directors and officers |
| Stock Ownership Guidelines | 3.0x base salary for other NEOs; 50% net share holding requirement until met |
| Upcoming Vesting (RSUs/PSUs) | RSUs: 02/23/2025 1,061; 02/22/2025 927; 02/22/2026 927; 02/21/2025 739; 02/21/2026 740; 02/21/2027 740. PSUs from 2022–2024 vest 02/28/2025: 6,362 |
| Tracking PSUs (2023–2024 grants) | At maximum level as of 12/31/2024: no later than 02/28/2026: 5,560; no later than 02/28/2027: 4,438 |
| Insiders’ Trading Plans | Adopted a Rule 10b5-1 plan on 02/27/2025 to sell up to 6,300 shares through 02/17/2026; terminated on 05/07/2025 |
Employment Terms
| Provision | Scroggins-Specific Terms |
|---|---|
| Severance Plan Tiering | Tier 1 for CIC Qualifying Termination; Tier 2 for Non-CIC Qualifying Termination |
| Non-CIC Qualifying Termination (Tier 2) | Lump sum equals annual base salary plus pro-rata target bonus; up to one year of medical premium reimbursement |
| CIC Qualifying Termination (Tier 1) | Lump sum equals 2x base salary plus target bonus; up to two years medical premium reimbursement; full acceleration of unvested equity and extension of option exercise period |
| Illustrative Severance (as of 12/31/2024) | Non-CIC: $686,000 total; CIC: $4,512,232 total; Death/Disability: $560,399; Retirement: $878,509 |
| Benefit Continuation Note | No health benefit continuation included for Scroggins at 12/31/2024 due to non-participation at that date |
| Clawback | Applies to annual cash incentive and performance-based LTI upon accounting restatements |
| Double Trigger (CIC) | Required for severance/equity acceleration; no single-trigger benefits |
| Tax Gross-ups | None on severance/CIC or perquisites |
Compensation Structure Analysis
- Pay mix and leverage: For NEOs, about 80% of 2024 total direct compensation was performance-based; about 58% was equity-based vesting over three years, aligning incentives with shareholder outcomes .
- 2024 outcomes: Company outperformance on Revenue and Adjusted FCF met maximums; Adjusted EBITDA margin exceeded target; IComp paid at 223.86% of target, driving Scroggins’ $675,000 payout for 2024 performance .
- LTI design: Shift to three-way mix (options/RSUs/PSUs) with rTSR PSUs against a rigorous industrial peer set; 2022–2024 PSU payout certified at 200% based on 100th percentile relative performance .
Deferred Compensation
| Metric | 2024 |
|---|---|
| Executive Contributions ($) | $19,383 |
| Company Contributions ($) | $15,507 |
| Aggregate Earnings ($) | $78,390 |
| Aggregate Balance at FYE ($) | $560,384 |
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay support: ~95% approval; Compensation Committee made no material program changes in response .
Compensation Peer Group (performance comparator highlights)
- rTSR comparator set includes premier industrial peers plus BorgWarner, Cummins, Eaton, Parker-Hannifin, Roper Technologies, and TransDigm; target at median, maximum at 75th percentile+ .
Investment Implications
- Alignment: Strong alignment via prohibited hedging/pledging, robust ownership guidelines (3x salary for NEOs), clawback, double-trigger CIC, and significant performance-based pay mix .
- Execution and value creation: Three-year absolute TSR of 235.4% (100th percentile) resulted in max PSU payouts, indicating management execution and shareholder value creation during 2022–2024 .
- Retention and severance economics: CIC severance of $4.51 million with full equity acceleration and option extension supports retention but could represent meaningful cost in a transaction scenario; non-CIC terms are more modest ($686k), reducing involuntary turnover risk costs .
- Selling pressure signals: A small Rule 10b5-1 plan (6,300 shares) was adopted then terminated within months, suggesting limited planned selling pressure; lack of pledging further reduces forced-sale risk .
- Ownership: Direct beneficial ownership is modest (27,206 shares; <1% of class) with vested options; upcoming RSU and PSU vestings provide continued equity exposure and retention hooks through at least 2027 .