Scott Mell
Allison Transmission HoldingsAbout Scott Mell
Scott A. Mell, age 53, was appointed Chief Financial Officer and Treasurer of Allison Transmission effective April 14, 2025, after nearly 30 years of financial and operational leadership including CFO at TriMas Corporation and senior roles at Riveron, Ernst & Young, McKinsey, and AlixPartners; he holds a BBA from James Madison University . Allison delivered record 2024 revenue of $3,225 million, Adjusted EBITDA of $1,165 million, and a three-year absolute TSR of 235.4% (2022–2024), which drove a maximum payout on 2022–2024 performance units and a 223.86% of-target payout for the 2024 annual bonus program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| TriMas Corporation | Chief Financial Officer | May 2021–Mar 2025 | Led finance in engineered products; global operations experience |
| Riveron Consulting LLC | Managing Director, Recovery & Transformation Services | 2018–2021 | Advised C-suites/Boards on operational and financial improvements; global mandates |
| Ernst & Young LLP; McKinsey & Company; AlixPartners, LLP | Senior leadership positions (various) | Not disclosed | Strategic and financial advisory; consensus building and execution in complex situations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | None disclosed in Company filings |
Fixed Compensation
| Component | Amount/Percent | Key Terms |
|---|---|---|
| Base Salary | $575,000 | Effective upon start as CFO on Apr 14, 2025 |
| Target Annual Bonus | 100% of base salary | Paid under Company annual incentive program; metrics set by Compensation Committee |
| Target Annual LTI Opportunity | 200% of base salary | Mix: stock options, RSUs, performance units (equal thirds) |
| Pro-rata 2025 LTI Grant | $822,300 target value | Granted Apr 14, 2025; equal split among options/RSUs/performance units; options and RSUs vest ratably over 3 years on each anniversary of start date; performance units vest no later than Feb 28, 2028 subject to rTSR achievement versus peer group over 3-year period ending Dec 31, 2027 |
| One-time RSU Award | $400,000 | Granted Apr 14, 2025; 50% vest on first anniversary; 25% vest on second and third anniversaries |
| Sign-on Cash Bonus | $200,000 | 25% payable shortly after start; 25% at six months; 50% at 12 months; subject to repayment if voluntary termination within 12 months |
Performance Compensation
Annual Incentive Program (Company framework used in 2024)
| Performance Metric | Weighting (%) | Threshold ($ in millions) | Target ($ in millions) | Maximum ($ in millions) | Actual FY2024 | Outcome |
|---|---|---|---|---|---|---|
| Revenue | 35% | $3,007 | $3,100 | $3,193 | $3,225 | Above maximum |
| Adjusted EBITDA as % of Net Sales | 30% | 34.00% | 35.50% | 37.00% | 36.13% | Above target |
| Adjusted Free Cash Flow | 35% | $572 | $600 | $637 | $658 | Above maximum |
| Payout vs Target | — | — | — | — | — | 223.86% of target |
Notes:
- Mell’s 2025 bonus will be determined under the Company’s then-approved metrics and achievement; 2025 targets/actuals were not disclosed at appointment .
Performance Units (Mell grant details)
| Metric | Weighting within LTI | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Relative TSR vs peer group (3-year) | One-third of 2025 pro-rata LTI | Not disclosed in 8-K | Not applicable yet | Not applicable yet | No later than Feb 28, 2028, contingent on rTSR over period ending Dec 31, 2027 |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Beneficial Ownership | Not disclosed in 2025 proxy security ownership table as of Mar 10, 2025 record date; Mell was appointed Apr 14, 2025 |
| Hedging/Pledging | Prohibited for directors and executive officers under Allison Insider Trading Policy |
| Stock Ownership Guidelines | 5.0x base salary for CEO; 3.0x for other NEOs; 1.5x for other key employees; 50% holding requirement on net shares until met |
| Compliance Status | Not disclosed for Mell due to recent appointment |
| Option Awards (2025) | Granted Apr 14, 2025; vest ratably over 3 years on anniversary of start date; 10-year term; strike price not disclosed in 8-K |
| RSU Awards (2025) | Pro-rata RSUs vest ratably over 3 years; one-time RSU award vests 50%/25%/25% annually from first anniversary |
| Performance Units (2025) | rTSR vs peer group over 3 years; vesting no later than Feb 28, 2028 upon Committee certification |
Employment Terms
| Provision | Non-Change-in-Control Qualifying Termination | Change-in-Control (within 2 years) Qualifying Termination |
|---|---|---|
| Severance Cash | Lump sum = 1x base salary + 1x target bonus | Lump sum = 2x base salary + 2x target bonus |
| Health Benefits | Payment/reimbursement of premiums for up to 1 year | Payment/reimbursement of premiums for up to 2 years |
| Equity Treatment | Per award documents (no acceleration specified outside CoC) | Accelerated vesting of all unvested equity awards; options exercisable until second anniversary of termination; performance-based awards payable subject to achievement of performance measures unless award terms are more favorable |
| Plan Tier | Executive Change in Control & Severance Plan, Tier 1 Participant | |
| Clawback & Other Policies | Clawback for cash incentives and performance-based LTIs upon accounting restatement; double-trigger for CoC benefits; no tax gross-ups; option repricing prohibited |
Investment Implications
- Alignment and at-risk pay: Mell’s package is heavily performance-based (100% target bonus; 200% LTI with performance units tied to rTSR), and subject to clawback, which aligns incentives with shareholders .
- Retention framework: Multi-year vesting (options/RSUs) and double-trigger CoC protections support retention; sign-on bonus has a 12-month clawback if voluntarily departing, reducing near-term attrition risk .
- Selling pressure and overhang: New RSU and option grants create scheduled vesting events over the next three years; hedging/pledging is prohibited, mitigating alignment red flags; monitor Form 4 filings for future transactions to assess selling pressure given recent appointment .
- Performance backdrop: Allison’s strong 2024 operational results and three-year TSR maximum payout context provide a constructive performance baseline as Mell assumes CFO responsibilities; continued focus on rTSR-based LTIs and IComp metrics (Revenue, EBITDA margin, FCF) suggests emphasis on cash generation and margin discipline .