Gustave Perna
Allison Transmission HoldingsAbout Gustave F. Perna
General Gustave F. Perna (U.S. Army, retired) is an independent director of Allison Transmission Holdings, Inc. since August 2022; he is 64 years old. He previously served as COO of Operation Warp Speed (May 2020–July 2021), Commanding General of U.S. Army Materiel Command (2016–2020), and Deputy Chief of Staff, G-4 (2014–2016). He holds an Associate Degree in Business Administration (Valley Forge Military Academy), a Bachelor in Business Management (University of Maryland), and a Master’s Degree in Logistics Management (Florida Institute of Technology). The Board cites his leadership, global logistics/supply chain expertise, and defense-industry knowledge as qualifications relevant to Allison’s Defense end market .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army / Operation Warp Speed | Chief Operating Officer | May 2020 – Jul 2021 | Led large-scale vaccine/treatment logistics during COVID; oversight of multi-billion-dollar program |
| U.S. Army Materiel Command | Commanding General | Sep 2016 – May 2020 | Delivered materiel readiness solutions for land force capabilities |
| U.S. Army (Deputy Chief of Staff, G-4) | Deputy Chief of Staff, G-4 | 2014 – Sep 2016 | Oversight of policies/procedures for Army logisticians globally |
| U.S. Army (prior commands) | Various command roles | Multiple years | Commander roles across munitions commands, Defense Supply Center Philadelphia, battalion/brigade commands |
External Roles
- No current public company directorships disclosed in the proxy for General Perna .
- Board policy limits non-executive directors to no more than five total public company boards and requires notice before joining other boards; no conflicts disclosed for Perna .
Board Governance
| Item | Detail |
|---|---|
| Independence | The Board determined Perna is independent under NYSE rules . |
| Committee Assignments (2024) | Audit Committee member; Compensation Committee member (joined Aug 2024) . |
| Committee Chairs | None (Audit Chair: Krishna Shivram; Compensation Chair: Judy Altmaier; Nominating Chair: Philip Christman; Finance Chair: Carolann Haznedar) . |
| Attendance | Each current director attended ≥75% of Board/committee meetings in 2024; all directors attended the 2024 annual meeting . |
| Executive Sessions | Lead Independent Director presides; executive sessions scheduled at each regular Board meeting . |
| Risk Oversight | Audit Committee oversees legal/ethical compliance and cybersecurity risk; Compensation Committee oversees compensation risk; Perna participates through Audit/Comp roles . |
Fixed Compensation (Director)
| Component (2024) | Structure | Amount for Perna |
|---|---|---|
| Annual Board retainer | $95,000; payable in cash or common stock/DSUs per director election | $90,000 cash |
| Committee member fees | Audit: $12,000; Compensation: $7,500 | $18,736 cash (committee & other fees) |
| Lead Independent Director retainer | $30,000 (not applicable to Perna) | — |
| Committee chair fee | Audit: $24,000; Comp/Finance/Nominating: $15,000 (not applicable to Perna) | — |
| Annual equity award | ~$155,000 grant-date fair value, 100% RSUs | $154,925 (RSUs), 2,017 RSUs granted |
Total 2024 director compensation for Perna: $263,661 (Fees earned/paid in cash: $108,736; Stock awards: $154,925) .
Performance Compensation
- Non-employee directors do not receive performance-based cash or PSU awards; annual equity is RSUs at fixed grant value (no disclosed performance metrics) .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Perna |
| Committee interlocks | Compensation Committee members were independent; no officer interlocks; Perna added to Compensation Committee in Aug 2024 |
| Related-party transactions | None >$120,000 involving directors/officers since Jan 1, 2024 |
Expertise & Qualifications
- Government contracting and defense; operations/supply chain/logistics; manufacturing; international experience; corporate governance (skills matrix marks) .
- Not designated the Audit Committee financial expert (Board designated Krishna Shivram) .
- Board cites his defense-market knowledge and global logistics leadership as core credentials .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership | 8,042 shares; less than 1% of outstanding shares |
| Shares outstanding (reference) | 85,226,273 (as of Mar 10, 2025) |
| RSUs outstanding (Dec 31, 2024) | 2,032 RSUs (includes dividend equivalents) |
| Near-term vesting | Includes 2,017 RSUs and 15 dividend equivalents vesting within 60 days |
| Pledging/hedging | Prohibited for directors under Insider Trading Policy |
| Section 16 compliance | Company reported all required filings in compliance, except specified late filings by certain officers (none for Perna) |
Governance Assessment
- Board effectiveness: Perna strengthens Audit and Compensation oversight with deep logistics/defense experience; independent status and good attendance support investor confidence .
- Alignment: Standard director pay mix combining cash retainer, committee fees, and RSUs; RSU grants align interests with shareholders .
- Controls and conflicts: No related-party transactions; directors prohibited from pledging/hedging; robust process for related-person transaction review; indicates low conflict risk .
- Shareholder signals: Strong say‑on‑pay support (95% in 2024) and annual advisory vote cadence (Board recommends 1-year) reflect constructive governance engagement, though primarily focused on executive pay .
RED FLAGS: None disclosed for Perna—no related-party transactions, no attendance shortfalls, no hedging/pledging. Compensation structure is standard; no option repricing or tax gross‑ups at the company level .
