Ryan Milburn
Allison Transmission HoldingsAbout Ryan Milburn
Ryan A. Milburn is Vice President, Engineering and Technology Development at Allison Transmission, a role he has held since August 2021. He joined Allison in 1990 and has held leadership roles across product engineering, e-Mobility, mechatronics and controls, embedded systems, regional management (EMEA), and IT (post-2007 divestiture CIO). He holds a B.S. in Electrical Engineering and Computer Science from GMI Engineering & Management Institute. Age: 53 (as of March 10, 2025). Company performance context: Allison’s 3-year absolute TSR (2022–2024) was 235.4% (100th percentile vs peers), driving a 200% payout on 2022–2024 PSUs for NEOs; 2023 IComp metrics were achieved above target (Revenue $3,035M; Adjusted EBITDA margin 36.51%; Adjusted FCF $641M) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Allison Transmission | Vice President, Engineering & Technology Development | Aug 2021–present | Oversees engineering and technology development agenda . |
| Allison Transmission | Vice President, e‑Mobility Engineering | May 2020–Aug 2021 | Led electrification engineering initiatives . |
| Allison Transmission | Vice President, Mechatronics & Controls Software | May 2019–Jun 2020 | Led mechatronics and controls software . |
| Allison Transmission | Executive Director, Embedded Controls Systems | Jul 2015–May 2019 | Led embedded controls . |
| Allison Transmission | Managing Director, EMEA (Netherlands) | 2012–2015 | Ran regional operations across Europe, Middle East and Africa . |
| Allison Transmission | Vice President & CIO (post-GM divestiture) | 2007–(not specified) | Led enterprise IT post-divestiture . |
| Allison Transmission | Manufacturing/IT roles incl. Baltimore plant launch, Engineering & Product Development Systems | 1990–(not specified) | Progressive roles in operations and IT from entry into company . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Marian University E.S. Witchger School of Engineering | Board of Visitors | N/A | Academic-industry engagement . |
| SAE International COMVEC Executive Council | Council Member (served) | N/A | Industry standards/technology dialogue . |
Fixed Compensation
- Individual base salary and target bonus for Mr. Milburn are not disclosed (he is not listed as a NEO in the proxy). The Compensation Committee sets base salaries annually; 2024 NEO base salaries ranged from $390k–$1.076m (context for program design) .
Performance Compensation
Annual Incentive (IComp) – Program Structure and Results
- Company-wide annual plan used for salaried employees and NEOs; metrics and weights are set annually (applies firm-wide, including engineering leadership). No individual target/payouts for Mr. Milburn are disclosed .
2023 IComp Metrics and Outcomes:
| Metric | Weight | Threshold | Target | Maximum | Achieved |
|---|---|---|---|---|---|
| Revenue ($MM) | 35% | $2,703 | $2,875 | $3,105 | $3,035 |
| Adjusted EBITDA % of Net Sales | 30% | 33.61% | 34.61% | 36.86% | 36.51% |
| Adjusted Free Cash Flow ($MM) | 35% | $453 | $505 | $597 | $641 |
2022 IComp Metrics and Outcomes:
| Metric | Weight | Threshold | Target | Maximum | Achieved |
|---|---|---|---|---|---|
| Adjusted EBITDA % of Net Sales | 30% | 33.02% | 34.02% | 35.02% | 34.70% |
| Adjusted Free Cash Flow ($MM) | 35% | $409 | $450 | $504 | $486.0 |
| Revenue ($MM) | 35% | $2,569 | $2,704 | $2,839 | $2,769 |
- Governance: clawback applies to current/former executive officers; no tax gross-ups; hedging/pledging prohibited; double-trigger for change-in-control benefits .
Long-Term Incentives – Equity Award Mechanics (Plan Forms)
- Performance Stock Units (PSUs): Relative TSR vs peer group over multi-year period, with straight-line interpolation between points; dividend equivalents accrue and pay at vest .
- RSUs: Time-based vesting; dividend equivalents accrue; double-trigger acceleration on CIC within 24 months if terminated without cause/death/disability; retirement pro-rata vesting; forfeiture on termination absent special circumstances .
PSU TSR Vesting Schedule (Plan Form):
| TSR Percentile vs Peer Group | Payout vs Target |
|---|---|
| <25th | 0% |
| 25th | 50% |
| 50th | 100% |
| ≥75th | 200% (maximum) |
Change-in-Control and Termination Treatments (Award Agreements):
| Scenario | RSUs | PSUs |
|---|---|---|
| Termination (without cause) within 24 months post-CIC | Full vest (double-trigger) | Immediate vest if qualifying termination after CIC; otherwise vest based on actual performance measured as provided in award/plan . |
| Death/Disability | Full vest post-CIC for RSUs | Pro-rata or full vesting based on timing; see plan terms . |
| Retirement | Pro‑rata vesting (RSUs) on retirement date | Pro‑rata vesting based on service in performance period . |
| Other termination before vesting | Forfeit unvested awards | Forfeit unvested awards . |
- PSU results context: Company 3-year absolute TSR (2022–2024) at 235.4% (100th percentile) drove 200% payout of 2022–2024 PSUs for NEOs (illustrates plan leverage) .
Equity Ownership & Alignment
- Insider trading plan: Mr. Milburn adopted a Rule 10b5‑1 plan on Feb 29, 2024 to sell up to 5,231 shares through Mar 31, 2025, indicating pre‑scheduled liquidity that could create modest, time‑bounded selling pressure .
Insider Trading Arrangements (Filed Q1 2024):
| Name | Title | Action | Date | Rule 10b5‑1 | Total Shares to be Sold | Expiration |
|---|---|---|---|---|---|---|
| Ryan A. Milburn | VP, Engineering & Technology Development | Adopted | 2/29/2024 | Yes | 5,231 | 3/31/2025 |
- Form 4 timing: Company disclosed a late Form 4 for Mr. Milburn reporting a sale on March 6, 2025 due to administrative error (timing/control process, not a trading violation) .
- Stock ownership guidelines: 5.0x salary (CEO), 3.0x (other NEOs), 1.5x (other key employees). 50% net‑shares holding requirement until met .
- Pledging/hedging: Prohibited by policy; the proxy also states no shares owned by listed directors/NEOs were pledged as of March 10, 2025 (group‑level disclosure; Mr. Milburn’s individual ownership level is not separately disclosed) .
Employment Terms
- Tenure: Employed since 1990; current role since August 2021 .
- Severance/Change‑in‑Control economics: Mr. Milburn’s individual participation level is not disclosed. Company Severance Plan (for designated participants) provides:
- Tier 1 (e.g., certain NEOs): Non‑CIC termination: lump sum = salary + target bonus; CIC termination within 2 years: 2x (salary + target bonus), up to 2 years medical, accelerated vesting, extended option exercise window per plan .
- Tier 2 (e.g., other designated executives): Non‑CIC termination: salary + pro‑rata target bonus, up to 1 year medical .
- Clawback: Applies to annual cash incentives and performance‑based LTI for executive officers .
- No tax gross‑ups on severance/CIC benefits .
Severance Plan Summary (for designated participants):
| Tier | Non‑CIC Qualifying Termination | CIC Qualifying Termination (≤2 yrs post‑CIC) |
|---|---|---|
| Tier 1 | Salary + target bonus; up to 1 year medical | 2x (salary + target bonus); up to 2 years medical; equity acceleration; option exercise extension per plan |
| Tier 2 | Salary + pro‑rata target bonus; up to 1 year medical | Not specified as Tier 2 CIC in cited excerpt |
Investment Implications
- Alignment: Engineering leader with 35+ years at Allison; incentive framework ties value realization to revenue growth, margin and FCF, with PSU leverage to relative TSR. 2022–2024 TSR outperformance produced maximum PSU payout for NEOs, underscoring the “pay‑for‑performance” design and potential upside when outperformance persists .
- Selling pressure: Documented 10b5‑1 plan for 5,231 shares through Mar 31, 2025 and a disclosed March 6, 2025 sale (filed late) suggest limited, programmatic liquidity; no evidence of pledging, and policy prohibits hedging/pledging (reduces downside alignment risk) .
- Retention risk: Long tenure and multi‑decade progression reduce flight risk; however, individual severance coverage is not disclosed. Company practice uses double‑trigger CIC protections, which typically support retention through transactions without creating standalone windfalls .
- Governance quality: Strong shareholder support on Say‑on‑Pay (95% in 2024), clawback in place, no tax gross‑ups, no option repricing, and stock ownership guidelines/holding requirements indicate disciplined compensation governance, lowering governance‑driven risk premia .