Krishna Shivram
Allison Transmission HoldingsAbout Krishna Shivram
Independent director since August 2022; age 62. Managing Partner at Veritec Capital Partners (since Jan 2023) with over 30 years in energy industry finance/operations, including interim CEO and CFO roles at Weatherford International and senior finance roles at Schlumberger. Education: B.S. in Economics & Commerce (Sydenham College, India) and Chartered Accountant credential. Board tenure ~3 years; designated audit committee financial expert by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Weatherford International plc | Interim CEO | Nov 2016–Mar 2017 | Crisis leadership in energy services |
| Weatherford International plc | EVP & CFO | Nov 2013–Nov 2016 | Led corporate finance and M&A |
| Schlumberger Ltd. | Vice President & Treasurer | Jan 2011–Nov 2013 | Global treasury and capital markets experience |
| Various roles at Schlumberger | Finance/Operations roles across geographies | Prior to 2011 | Deep international operations background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ranger Energy Services, Inc. | Director | Since Aug 2017 | Current public board; oilfield services |
| Sentinel Energy Services Inc. (SPAC) | CEO; Director | Nov 2017–Dec 2020 | Energy-focused SPAC leadership |
| Superior Energy Services Inc. | Director (prior) | Not disclosed | Prior public company directorship |
| GulfMark Offshore Inc. | Director (prior) | Not disclosed | Prior public company directorship |
Board Governance
- Independence: The Board determined Shivram and all non-employee directors are independent under NYSE rules .
- Committee assignments (2024):
- Audit Committee: Chair; 8 meetings held in 2024 .
- Finance Committee: Member; 6 meetings held in 2024 .
- Audit Committee Financial Expert: Board-designated for Shivram .
- Attendance: Board held 4 meetings; committees held 26 in aggregate; each director attended ≥75% of meetings of the Board/committees on which they served; all directors attended 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at each regular Board meeting; Lead Independent Director presides (Philip J. Christman) .
Fixed Compensation (Director – 2024)
| Component | Amount/Units | Detail |
|---|---|---|
| Annual retainer (cash) | $90,000 | Shivram elected cash for retainer |
| Committee and other fees (cash) | $29,500 | As disclosed; he served as Audit Chair and Finance member |
| Annual equity award (RSUs) | 2,017 units | Granted under 2024 Plan; RSUs vest at next annual meeting; include dividend equivalents |
| Stock awards fair value | $154,925 | Grant date fair value per ASC 718 |
| Total 2024 director compensation | $274,425 | Fees + stock awards |
| Policy schedule (reference) | Audit Chair $24,000; Finance member $6,500 | Annual cash retainers per policy; Lead Independent Director retainer $30,000 |
Allison’s Director Compensation Policy allows retainer election in cash or stock and participation in the Director Deferred Compensation Plan (DSUs) .
Performance Compensation (Director)
| Metric | Weighting | Threshold/Target/Max | Result |
|---|---|---|---|
| None disclosed for directors | — | — | Director equity is time-based RSUs; no performance metrics tied to director pay |
Other Directorships & Interlocks
- Current: Ranger Energy Services (oilfield services). No disclosed related-party transactions with Allison; Board policy requires review/approval of related person transactions >$120,000; none occurred since Jan 1, 2024 .
- Board service limits: Non-executive directors limited to ≤5 total public company boards; directors must notify Nominating & Corporate Governance Chair before joining additional boards .
Expertise & Qualifications
- Designated Audit Committee Financial Expert .
- Board skills matrix: Accounting & Financial; Business Strategy/M&A; Energy; International; Manufacturing; Operations/Supply Chain; Public Company & Corporate Governance; Sales & Marketing .
- Technical/industry: Extensive energy and international finance/operations background .
Equity Ownership (as of March 10, 2025)
| Holder | Shares Owned | Vested/Unvested Detail | % of Class | Pledged |
|---|---|---|---|---|
| Krishna Shivram | 8,042 | Includes 2,017 RSUs and 15 dividend equivalents vesting within 60 days; RSUs outstanding at 12/31/2024 were 2,032 (incl. dividend equivalents) | Less than 1.0% (85,226,273 shares o/s) | None pledged |
Insider Trades and Ownership Changes
| Filing Date | Transaction Date | Security/Type | Quantity | Notes |
|---|---|---|---|---|
| 05/03/2023 (filed) | 05/03/2023 | RSUs vested | 2,770 | Annual director RSUs from 08/15/2022 vested; dividend equivalents also vested |
| 12/04/2023 (filed) | 11/30/2023 | Form 4 (director equity/DERs) | — | Statement of changes in beneficial ownership; details in filing |
| 06/04/2024 (filed) | 06/04/2024 | Form 4 (annual director grant/updates) | — | Statement of changes in beneficial ownership |
| 09/03/2025 (filed) | 08/29/2025 | Form 4 (director equity update) | — | Statement of changes in beneficial ownership |
Section 16 compliance: Company disclosed all officers/directors complied in 2024, with late filings noted for other insiders; none referenced for Shivram .
Governance Assessment
-
Strengths
- Independent director; Audit Chair; designated “financial expert” enhances credibility of financial oversight .
- Strong attendance (≥75%) and active committee engagement; Audit met 8 times in 2024 .
- Robust governance policies: prohibition on hedging/pledging; clawback policy; majority voting; proxy access; independent-only committees .
- No related-party transactions; insider ownership unpledged; alignment via annual RSUs .
-
Potential watch items
- External commitments: ongoing director role at Ranger Energy Services and Managing Partner responsibilities; Board monitors director availability and caps total public boards (≤5), requiring notifications of new boards .
- Energy-sector ties: expertise beneficial for Allison’s Off-Highway end market exposure; no transactions disclosed, but continue monitoring for any related-party interactions .
-
Shareholder sentiment/context
- Say-on-pay 2024 approval ~95%, indicating broad support for compensation framework and Board oversight of pay .
RED FLAGS
- None disclosed regarding related-party transactions, pledging/hedging, legal proceedings, or attendance shortfalls for Shivram .
Notes on Director Compensation Structure
- Annual equity award in RSUs (approx. $155,000 grant-date value), vesting at next annual meeting; cash retainer and committee fees per policy; Lead Independent Director receives separate retainer (not applicable to Shivram) .
- Director Deferred Compensation Plan allows deferral into DSUs; Shivram’s outstanding at 12/31/2024 were RSUs (2,032 incl. dividend equivalents), not DSUs .
Appendix: Committee Membership Table (2024)
| Director | Audit | Compensation | Nominating & Corporate Governance | Finance |
|---|---|---|---|---|
| Krishna Shivram | Chair | — | — | Member |
All citations refer to Allison Transmission Holdings, Inc. 2025 DEF 14A unless noted.