Judy Altmaier
Allison Transmission HoldingsAbout Judy L. Altmaier
Independent director of Allison Transmission Holdings, Inc. since February 2019; age 63. Former President of Exmark Manufacturing (Toro subsidiary) and senior operations leader at Toro and Eaton; MBA University of Nebraska–Kearney and bachelor’s in business from Kearney State College. The Board determined she is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exmark Manufacturing (Toro) | President | 2013–Jan 2019 | Led manufacturing/operations for outdoor equipment; experience in automation/electrification |
| The Toro Company | VP, Operations & Quality Management | 2009–2013 | Enterprise operations and quality leadership |
| Eaton Corporation | VP, Operations, Auto Group Americas | 2009 | North American auto operations |
| Eaton Corporation | VP & GM, Global Engine Valve Division (Turin, Italy) | 2007–2009 | Global business P&L; international operations |
| Eaton Corporation | Accountant; roles of increasing responsibility | Joined 1983 | Foundations in accounting/finance; operations progression |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Enerpac Tool Group Corp. | Director | Not disclosed | Not disclosed in proxy |
Board Governance
| Committee | Role | 2024 Meetings |
|---|---|---|
| Compensation Committee | Chair | 5 |
| Nominating & Corporate Governance Committee | Member | 7 |
- Independence: The Board determined all non-employee directors, including Ms. Altmaier, are independent under NYSE rules.
- Attendance: In 2024, the Board held 4 meetings and committees held 26 in aggregate; each current director attended at least 75% of their Board/committee meetings and all directors attended the 2024 annual meeting.
- Executive sessions: Independent directors meet in executive session at each regularly scheduled Board meeting; Lead Independent Director (Philip J. Christman) presides.
- Leadership: CEO serves as Chair; Lead Independent Director reviews/approves agendas, liaises with management, and engages stockholders upon request.
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual retainer (cash elected) | $90,000 | Paid in cash (director may choose stock/cash mix) |
| Committee and other fees (cash) | $21,500 | Cash for committee service/chair roles |
| Annual equity award (DSUs) | $154,925 | 2,017 DSUs; grant date fair value under ASC 718 |
| Total | $266,425 | Fees + equity for 2024 |
Director Compensation Policy (structure applied to all non-employee directors in 2024):
- Annual retainer $95,000 (paid in cash, stock, or 50/50 at director’s election).
- Annual equity award ≈ $155,000 in RSUs under the 2024 Plan.
- Committee member annual cash retainers: Audit $12,000; Compensation $7,500; Finance $6,500; Nominating & Corporate Governance $6,500.
- Committee chair annual cash retainers: Audit $24,000; Compensation $15,000; Finance $15,000; Nominating & Corporate Governance $15,000.
- Lead Independent Director retainer $30,000.
- Deferral option via Director Deferred Compensation Plan (DSUs).
Performance Compensation
| Performance Metric in Director Pay | Applies? | Detail |
|---|---|---|
| Financial/TSR metrics tied to director pay | No | Director compensation consists of fixed retainers and time-based RSUs/DSUs; no performance metrics disclosed for directors. |
Company-level pay-for-performance context (not director pay): NEO annual incentives use Revenue, Adjusted EBITDA % of net sales, and Adjusted Free Cash Flow; 2024 payout was 223.86% of target on 120.64% performance.
Other Directorships & Interlocks
| Company | Relationship to ALSN | Potential Conflict |
|---|---|---|
| Enerpac Tool Group Corp. | Unrelated industrial tools provider | No related-party transactions reported; Board reviews/approves any related person transactions ≥$120,000 and none occurred since Jan 1, 2024. |
Board service limits: Allison limits non-executive directors to ≤5 total public company boards; directors must notify the Nominating & Corporate Governance Committee before joining additional boards.
Expertise & Qualifications
- Skills relied on by Board: Accounting & Financial; Automotive/Trucking; Business Strategy/M&A; Human Resources; International; Manufacturing; Operations/Supply Chain/Logistics; Public Company Governance; R&D/Product Development; Sales & Marketing.
- Board cites her experience in manufacturing, operations, supply chain, M&A, product development/strategy including automation/electrification, and international growth execution.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 20,541 shares | Includes DSUs/dividend equivalents that could settle within 60 days |
| DSUs included | 19,446 units | Deferred stock units |
| Dividend equivalents included | 1,095 units | Could settle in common stock within 60 days |
| Ownership % of outstanding | <1% | As indicated by “*” for beneficial ownership; 85,226,273 shares outstanding at Mar 10, 2025 |
| Pledged shares | None | No director/NEO shares pledged as security |
| Hedging/pledging policy | Prohibited | Insider Trading Policy prohibits hedging/pledging by directors/officers |
| Director ownership guidelines | Not disclosed | Executive stock ownership guidelines noted; director-specific guidelines not specified |
Governance Assessment
- Committee leadership and independence: Altmaier chairs the Compensation Committee and serves on Nominating & Corporate Governance; Board affirms her independence under NYSE standards—positive for oversight of pay and refreshment.
- Compensation Committee quality: Committee is fully independent; retains Semler Brossy as independent consultant; no interlocks or insider participation; membership refresh in Aug 2024—supports robust pay governance.
- Attendance/engagement: ≥75% meeting attendance; participation in executive sessions; full director attendance at annual meeting—supports effective oversight.
- Shareholder alignment signals: Director equity via DSUs/RSUs; prohibition on hedging/pledging; related-person transaction policy with no transactions in 2024—reduces conflict risk.
- Broader investor confidence indicators: 2024 say‑on‑pay approval ~95% and strong multi‑year TSR underpin pay outcomes—indicates support for compensation governance Altmaier helps oversee.
RED FLAGS
- None observed in proxy: no related-party transactions, no pledging/hedging, strong attendance, independent compensation governance.
Additional Board Practices enhancing confidence
- Majority vote standard for directors; proxy access; clawback policy; robust executive stock ownership guidelines; prohibition of option repricing; double-trigger CIC.