Scott Barbour
Allison Transmission HoldingsAbout Scott Barbour
D. Scott Barbour, age 63, has served as an independent director of Allison Transmission Holdings, Inc. since May 2022. He is CEO and President of Advanced Drainage Systems (ADS) since September 2017, and previously spent 1989–2016 at Emerson Electric, culminating as President & CEO of the $4.5B Network Power business; he holds a B.S. in Mechanical Engineering from Southern Methodist University and an MBA from Vanderbilt University’s Owen Graduate School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Emerson Electric Co. | President & CEO, Network Power; Group VP, Emerson Climate Technologies; President, Asia Pacific Division; President, Air Conditioning Division | 1989–2016 | Led large industrial businesses; experience in marketing, sales, engineering, product development, strategy |
| ADS (Advanced Drainage Systems) | CEO & President | Sep 2017–present | Executed growth initiatives and technology development; repositioned ADS strategically (per Board’s skills/qualification rationale) |
External Roles
| Entity | Role | Public Company? | Committees/Details |
|---|---|---|---|
| Advanced Drainage Systems, Inc. (NYSE: WMS) | CEO & President; Director | Yes | Serves on ADS board |
Board Governance
- Independence: The Board determined Barbour is independent under NYSE rules .
- Committee assignments: Member, Audit Committee; Member, Compensation Committee (not chair) .
- Audit Committee financial expert: Krishna Shivram designated, not Barbour .
- Attendance: In 2024 the Board held 4 meetings; committees held 26; each current director attended at least 75% of applicable meetings .
- Lead Independent Director: Philip J. Christman; independent directors hold executive sessions at each regular Board meeting .
Fixed Compensation (Director pay – 2024)
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $109,500 | Includes annual retainer and committee fees; Barbour elected to take part of retainer in stock |
| Annual retainer – stock (fully vested common stock) | 551 shares | Issued under equity plan; valued at grant-date closing price |
| Annual retainer – cash | $45,000 | Portion of retainer in cash |
| Committee and other fees – cash | $19,500 | Membership fees consistent with committee service |
| Total director compensation | $264,425 | Sum of cash and stock award grant-date fair value |
Policy context (prior proxy): typical annual director retainer $85,000; annual equity ~$145,000 RSUs; committee member fees (Audit $12,000; Compensation $7,500; Nominating/Finance $6,500); chair fees higher; Lead Independent retainer $25,000 .
Performance Compensation (Equity grants – 2024)
| Grant Type | Grant Size | Grant-Date Fair Value | Vesting/Notes |
|---|---|---|---|
| Annual RSUs | 2,017 RSUs | $154,925 (ASC 718) | Director RSUs accrue dividend equivalents; number outstanding includes dividends |
| RSUs outstanding (12/31/2024) | 2,032 RSUs | Included in outstanding count | Outstanding RSUs include dividend equivalents on unvested awards |
Directors at ALSN receive time-based RSUs; no performance metrics (e.g., TSR or EBITDA) apply to director equity awards per disclosed director compensation policy .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Other public boards | ADS director |
| Compensation Committee interlocks | None; no ALSN officers served on boards/comp committees of entities with executives on ALSN’s Board in 2024 |
| Related-party transactions | Company reports no related-person transactions ≥$120,000 since Jan 1, 2024 |
Expertise & Qualifications
- Board skills matrix highlights for Barbour: Business Strategy/M&A; International; Manufacturing; Operations/Supply Chain/Logistics; Public Company & Corporate Governance; R&D/Product Development; Regulatory; Sales & Marketing .
- Board concluded he contributes leadership capabilities and experience in industrials, marketing, sales, engineering, product development/strategy, and technology development/execution .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership (as of Mar 10, 2025) | 11,095 shares; <1.0% of class | Includes 2,017 RSUs and 15 dividend equivalents vesting within 60 days |
| Shares pledged | None (company states no pledging by directors/officers) | |
| Hedging/pledging policy | Insider Trading Policy prohibits pledging and hedging by directors and executive officers |
Governance Assessment
- Committee effectiveness: Dual service on Audit and Compensation aligns with Barbour’s operational and strategic background; the Audit Committee retains PwC and oversees financial reporting and cybersecurity risks; Barbour is not the designated financial expert, which is appropriate given Shivram’s finance background .
- Independence/attendance: Independent under NYSE rules with satisfactory attendance; Board and committees met regularly with independent executive sessions—indicative of sound oversight .
- Pay structure and alignment: Mix of cash and equity; Barbour elected to receive part of the retainer in stock and received standard RSU grants, supporting alignment without performance conditions typical for non-employee directors .
- Ownership/skin-in-the-game: Beneficial ownership is modest (<1% as typical for directors) with additional unvested RSUs; pledging prohibited, which mitigates alignment risks .
- Conflicts/related parties: No related-person transactions reported; Compensation Committee interlocks none, reducing conflict risk .
Red Flags
- None disclosed: no related-party transactions, no pledging/hedging, no interlocks, and sufficient attendance per company threshold .