Philip Christman

About Philip J. Christman

Philip J. Christman, age 61, is an independent director of Allison Transmission and currently serves as Lead Independent Director (LID). He joined the Board in August 2022 after a 36-year career at Navistar culminating as President, Operations; he holds a B.S. in Mechanical Engineering from Indiana Institute of Technology and an MBA from Ball State University . As LID, he presides over executive sessions, sets agendas with the Chair, and acts as liaison between independent directors, management, and major stockholders .

Past Roles

External Roles

Board Governance

• Roles and committees:
  • Lead Independent Director with authority to chair executive sessions, call independent director meetings, approve Board agendas with the Chair, and engage with major stockholders upon request .
  • Chair, Nominating & Corporate Governance Committee .
  • Member, Compensation Committee .
• Independence: The Board determined Christman is independent under NYSE rules .
• Attendance and engagement: In 2024, the Board met 4 times and committees met 26 times; all current directors attended ≥75% of Board and committee meetings, and all directors attended the 2024 annual meeting .
• Board refresh and capacity: Directors are limited to ≤5 public company boards (non-executives) and must notify the Nominating Committee before adding boards; the committee monitors potential conflicts and time commitments .
• Risk oversight: As LID, Christman contributes to independent oversight; Audit oversees financial, compliance, and cybersecurity risk; Compensation oversees comp-related risk; other committees oversee risks in their domains .

Fixed Compensation

Director compensation structure (policy reference):

• Annual retainer: $95,000 (electable in cash, common stock, or 50/50) .
• Annual equity award: ~$155,000, paid 100% in RSUs .
• Committee member retainers: Audit $12,000; Compensation $7,500; Nominating & Governance $6,500; Finance $6,500 .
• Committee chair retainers: Audit $24,000; Compensation $15,000; Finance $15,000; Nominating & Governance $15,000 .
• Lead Independent Director retainer: $30,000 annual cash .

Performance Compensation

• Directors receive time-based RSUs (annual grant); no performance-vested equity or formulaic bonus metrics are disclosed for directors. RSU grant for 2024: 2,017 units; grant-date fair value $154,925 .

Other Directorships & Interlocks

Expertise & Qualifications

• Industry and operating depth: Extensive commercial vehicle industry and international operations expertise; customer-focused perspectives from leading Navistar’s engineering/manufacturing/procurement/quality .
• Skills matrix: Board’s skill chart highlights Christman’s expertise in automotive/trucking, business strategy/M&A, manufacturing, operations/supply chain/logistics, international, and public company governance .

Equity Ownership

As of March 10, 2025, ALSN had 85,226,273 shares outstanding .

Insider Trades and Section 16 Compliance

Governance Assessment

• Strengths for investor confidence:
  • Independent oversight: Christman serves as Lead Independent Director, enhancing board independence and stockholder engagement .
  • Committee leadership: Chair of Nominating & Corporate Governance—key for board refreshment, evaluations, and director compensation—plus member of Compensation Committee .
  • Attendance and engagement: Meets ≥75% attendance threshold; attends annual meetings; presides over regular executive sessions .
  • Alignment and risk controls: Annual director RSU grants, prohibition on hedging/pledging, majority independent board and fully independent standing committees .
  • Pay governance: Independent compensation consultant (Semler Brossy); no option re-pricing; clawback policy for executives; double-trigger change-in-control provisions for executives .
  • Shareholder sentiment: 95% support on 2024 say-on-pay indicates broad approval of compensation governance framework .
• Potential risks/considerations:
  • Role transition: The proxy notes prior LID service by Richard P. Lavin; Christman’s LID responsibilities are current, but retainer cash detail suggests possible intra-year change and pro-ration—monitor continuity in LID role and workload .
  • External board service: One current outside public board (Broadwind) within policy limits; Nominating & Governance monitors capacity and conflicts; no related-party transactions reported .

RED FLAGS: None identified in the proxy specific to Christman (no related-party transactions; no Section 16 late filings; no pledging/hedging). Continue to monitor for future changes in external commitments, committee reshuffles, or any transactions triggering related-party review .