Fred Bohley
Allison Transmission HoldingsAbout Fred Bohley
G. Frederick (“Fred”) Bohley is Chief Operating Officer (COO) of Allison Transmission. He served as CFO & Treasurer from 2019 through April 2025, when Scott Mell was appointed CFO; Bohley remains COO thereafter. He is 56 and holds a bachelor’s degree in business (accounting/finance) from Indiana University’s Kelley School of Business . Allison’s 2024 performance (Revenue $3,225M; Adjusted EBITDA $1,165M; Adjusted EBITDA margin 36.13%; Adjusted FCF $658M) drove 223.86% of target IComp payout and record TSR: 3-year absolute TSR of 235.4% (100th percentile peer rTSR), yielding 200% payout on 2022–2024 PSUs .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Allison Transmission | COO, CFO & Treasurer | Jun 2024–Apr 2025 (CFO ends Apr 2025); COO ongoing | Compensation Committee raised LTI target to 250% of salary upon COO appointment; additional equity granted; led pricing strategy execution contributing to IComp performance |
| Allison Transmission | Senior Vice President, CFO & Treasurer | Jun 2019–Jun 2024 | Led Finance, Treasury, IR; oversight of Information Systems & Services since 2020 |
| Allison Transmission | Vice President, CFO & Treasurer | 2018 | Added Business Development responsibilities in 2018 |
| Allison Transmission | Treasurer; Vice President | 2017 (Treasurer); 2016 (VP) | Expanded treasury and finance leadership roles |
| Allison Transmission | Executive Director FP&A, Pricing & International Finance | Post-2007 (after GM divestiture) | Drove FP&A and pricing; added Investor Relations (2013) and Business Planning (2014) |
| Allison Transmission | Director of International Marketing & Business Planning | 2006 | International commercial planning |
| Allison Transmission | Director, Latin American Operations (São Paulo) | 2003–2006 | Led regional operations |
| Allison Transmission | National Account Executive (MSS) | 2001–2003 | Key account leadership |
| Allison Transmission | Finance organization (various roles) | 1991–2001 | Progressive finance roles |
External Roles
No external directorships disclosed in company filings for Bohley .
Fixed Compensation
Multi-year Summary Compensation (NEO table) for Bohley:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary ($) | 599,843 | 604,642 | 617,440 |
| Bonus ($) | 77,107 | 40,409 | 63,260 |
| Stock Awards ($) | 884,674 | 963,938 | 1,481,475 |
| Option Awards ($) | 255,470 | 379,988 | 577,190 |
| Non-Equity Incentive Plan ($) | 1,268,893 | 1,509,591 | 1,526,740 |
| Change in Pension Value ($) | — (decrease of $189,003 noted for 2022) | 85,396 | 21,767 |
| All Other Compensation ($) | 65,295 | 67,028 | 69,142 |
| Total ($) | 3,151,282 | 3,650,992 | 4,357,014 |
Base salary decisions:
- 2024 base salary $620,000 (+3%) set in Feb 2024 (effective Mar 1) .
- 2023 base salary $604,642 (no increase from 2022) .
Perquisites and other compensation detail (2024):
| Item | Amount ($) |
|---|---|
| 401(k) employer contribution | 23,463 |
| Deferred Compensation Plan employer contribution | 24,698 |
| Life/disability premiums | 6,600 |
| Personal umbrella liability insurance | 2,663 |
| Wellness reward | 90 |
| Vacation payout | 11,628 |
Performance Compensation
Annual incentive (IComp) structure and 2024 outcomes:
- Target IComp as % of salary: 110%; Maximum: 275% .
- 2024 metric table and achievement: | Performance Metric | Weight (%) | Threshold | Target | Maximum | Achieved | |---|---:|---:|---:|---:|---:| | Revenue ($M) | 35 | 3,007 | 3,100 | 3,193 | 3,225 | | Adjusted EBITDA % of net sales | 30 | 34.00% | 35.50% | 37.00% | 36.13% | | Adjusted free cash flow ($M) | 35 | 572 | 600 | 637 | 658 |
- Corporate payout factor: 223.86% of target .
- Individual payout and discretionary adjustment: | Component | Value | |---|---| | Formulaic non-equity incentive ($) | 1,526,740 | | Discretionary bonus ($) | 63,260 (for leadership and added COO duties; pricing strategy execution) | | Total IComp ($) | 1,590,000 |
Long-term incentives (2024 grants):
| Grant Date | Stock Options (#) | Option Exercise Price ($/sh) | RSUs (#) | PSUs at Target (#) |
|---|---|---|---|---|
| Feb 21, 2024 | 20,010 | 70.88 | 6,669 | 6,669 |
| Jun 4, 2024 (COO add-on) | 4,800 | 74.24 | 1,600 | 1,600 |
- 2024 LTI target value increased to $1,550,000 (from $1,178,000 Feb grant; $372,000 add-on at COO appointment), split equally among options/RSUs/PSUs; options/RSUs vest ratably over 3 years; PSUs based on 2024–2026 rTSR vs peer group, payout 0–200%, vest by Feb 28, 2027 .
- 2022–2024 PSUs payout: rTSR at 100th percentile, paying 200% of target; certification Feb 2025 .
Options exercised and shares vested (2024):
| Item | Quantity | Value Realized ($) |
|---|---|---|
| Options exercised | 7,150 | 306,036 |
| Shares vested (RSUs/PSUs/div equivalents) | 20,487 | 1,503,285 |
Equity Ownership & Alignment
Beneficial ownership (as of Mar 10, 2025):
| Item | Amount |
|---|---|
| Total shares beneficially owned | 222,905 (includes 126,769 vested, unexercised options; 360 spousal shares) |
| Percent of class | <1% |
| Shares pledged | None; Insider Policy prohibits pledging/hedging |
| Stock ownership guideline | 3.0x salary for NEOs; 50% net-share holding until met |
Outstanding equity awards (Dec 31, 2024):
| Category | Quantity | Notes |
|---|---|---|
| Options – exercisable | Multiple older grants totaling 113,955 across strikes $23.59–$49.60 | |
| Options – unexercisable | 8,658 (2012 grant); 17,450 (2023 grant); 20,010 (2024 grant); 4,800 (Jun 2024 grant) | |
| Unvested RSUs | 9 scheduled tranches totaling 11,292 shares (see vesting schedule) | |
| Unearned PSUs (projected at max, tracking above target) | 33,988 |
Vesting schedule (as of Dec 31, 2024; share counts per date):
| Vesting Date | RSUs (#) | PSUs (#) | Dividend Equivalents (#) |
|---|---|---|---|
| Feb 23, 2025 | 2,886 | — | 147 |
| Feb 22, 2025 | 2,908 | — | 86 |
| Feb 22, 2026 | 2,909 | — | 87 |
| Feb 21, 2025 | 2,223 | — | 25 |
| Feb 21, 2026 | 2,223 | — | 25 |
| Feb 21, 2027 | 2,223 | — | 26 |
| Jun 4, 2025 | 533 | — | 2 |
| Jun 4, 2026 | 533 | — | 2 |
| Jun 4, 2027 | 534 | — | 3 |
| Feb 28, 2025 | — | 17,316 (2022–2024 PSU payout) | — |
Market value reference at $108.06/sh (12/31/2024 close) was used for tabular valuations in proxy .
Employment Terms
- Severance Plan (approved 2022): NEOs other than CEO (including Bohley) are eligible for severance upon qualifying termination without cause or for good reason; enhanced benefits for qualifying termination within two years after a change-in-control; double-trigger equity acceleration applies per plan/award terms .
- Change-in-control equity treatment: No single-trigger acceleration; successor assumption/substitution expected; if not assumed, acceleration occurs; PSUs vest based on actual performance .
- Clawback: Cash and performance-based LTI subject to clawback per SEC/NYSE rules .
- Hedging/pledging prohibited: Insider Trading Policy prohibits pledging/hedging; short sales, puts/calls banned .
- Tax gross-ups: None on benefits/severance/change-in-control .
- Ownership/holding: 3.0x salary guideline; 50% net-share holding until guideline met .
Deferred compensation and pension:
| Plan | Executive Contributions (2024) | Company Contributions (2024) | Earnings (2024) | Year-end Balance |
|---|---|---|---|---|
| Deferred Compensation Plan | $30,872 | $24,698 | $153,509 | $802,716 |
| Defined Benefit Pension | — | — | — | Present value $548,255; 17.4 years credited service |
Investment Implications
- Strong pay-for-performance alignment: 2024 IComp paid 233% of initial target for Bohley (formulaic plus discretionary), reflecting overachievement on revenue and FCF and above-target EBITDA margin; 3-year PSUs at 200% due to 100th percentile rTSR. This indicates robust incentive linkage to shareholder value creation .
- Retention risk mitigants: Elevated LTI target (250% of salary) upon COO promotion and multi-year vesting on RSUs/options/PSUs support retention; double-trigger CIC and no tax gross-ups are shareholder-friendly. Prohibitions on hedging/pledging and clawbacks enhance governance and alignment .
- Potential insider selling pressure: Significant scheduled vesting through 2025–2027 (RSUs, PSUs) and sizable exercisable options could create periodic selling pressure; however, holding requirements (50% of net shares until 3x salary) partially temper near-term sales .
- Execution track record: Company-level metrics under Bohley’s finance/operations leadership have been strong; compensation committee cited his leadership in pricing strategies and expanded COO duties in discretionary IComp award, signaling confidence in execution .