Teresa van Niekerk
Allison Transmission HoldingsAbout Teresa van Niekerk
Teresa J. van Niekerk (age 51) is Vice President, Chief Procurement Officer at Allison Transmission, a role she has held since 2016; she joined Allison in 2012 after leading purchasing operations at Navistar’s Truck Division and holds a bachelor’s in management from Indiana Wesleyan University . In 2024, Allison delivered $3,225 million revenue, $731 million net income, 36.13% Adjusted EBITDA margin, and $658 million adjusted free cash flow, driving a 223.86% of-target company bonus payout; Allison’s 2022–2024 TSR was 235.4% (100th percentile), resulting in 200% payout on 2022–2024 PSUs held by NEOs including Ms. van Niekerk .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Allison Transmission | VP, Chief Procurement Officer (formerly VP, Global Purchasing & Supplier Quality) | 2016–present | Led organizational restructuring, contract strategy, sourcing implementation, raw material management, and supplier development |
| Allison Transmission | Executive Director of Purchasing | 2014–2016 | Advanced sourcing and raw material management initiatives |
| Allison Transmission | Managing Director of Purchasing | 2012–2014 | Built purchasing capability post-joining Allison |
| Navistar Truck Division | Purchasing leadership (operational responsibility) | Pre-2012 | Led purchasing operations for a major OEM truck division |
Fixed Compensation
| Year | Base Salary ($) | YoY Increase | Notes |
|---|---|---|---|
| 2024 | 390,000 | 3% | Committee increased NEO base salaries effective Mar 1, 2024 |
| 2023 | 378,225 | — | Reported in SCT |
| 2022 | 365,833 | — | Reported in SCT |
Perquisites and employer contributions (2024): 401(k) match $31,230; Deferred comp match $15,534; Life/disability premiums $3,151; Personal umbrella policy $2,663; Vacation payout $2,558 (total “All Other Compensation” $55,136) .
Performance Compensation
Annual Incentive (IComp) Design and 2024 Outcomes
- Target opportunity: 75% of salary (maximum 187.5% of salary) .
- Metrics and weights: Revenue (35%), Adjusted EBITDA % of net sales (30%), Adjusted Free Cash Flow (35%) .
- 2024 performance: Revenue $3,225m (above max); Adjusted EBITDA % 36.13% (above target); Adjusted FCF $658m (above max) → corporate payout factor 223.86% of target .
| Item | Value |
|---|---|
| Target (% of salary) | 75% |
| Corporate payout factor | 223.86% of target |
| Formulaic payout (% of base) | 167.90% |
| Non-Equity Incentive Plan Compensation ($) | 654,797 |
| Discretionary bonus component ($) | 45,203 (recognizing leadership in product initiatives and management of labor/supply chain/raw material constraints) |
| Total IComp paid for 2024 ($) | 700,000 |
2024 metric table (Company-wide):
| Metric | Weight | Threshold | Target | Maximum | Achieved |
|---|---|---|---|---|---|
| Revenue ($m) | 35% | 3,007 | 3,100 | 3,193 | 3,225 |
| Adjusted EBITDA % | 30% | 34.00% | 35.50% | 37.00% | 36.13% |
| Adjusted Free Cash Flow ($m) | 35% | 572 | 600 | 637 | 658 |
Long-Term Incentives (LTI)
- 2024 LTI target value: $390,000, split equally by value among stock options, RSUs, and PSUs; options/RSUs vest ratably over 3 years; PSUs measured on 2024–2026 relative TSR vs an expanded industrial peer set, payout 0–200% (target at 50th percentile, max at ≥75th percentile) .
- 2024 grants (Feb 21, 2024): 6,625 stock options (exercise price $70.88), 2,208 RSUs, 2,208 target PSUs; all options/RSUs vest one-third annually; PSUs cliff-vest post-performance period .
| Grant date | Options (#) | Exercise price | RSUs (#) | PSUs target (#) | Vesting |
|---|---|---|---|---|---|
| 02/21/2024 | 6,625 | $70.88 | 2,208 | 2,208 | Options/RSUs: 1/3 annually over 3 years; PSUs: rTSR 2024–2026, 0–200% |
Performance cycle results (prior grant): 2022–2024 PSUs paid at 200% of target (100th percentile rTSR) for NEOs, including Ms. van Niekerk .
Equity Ownership & Alignment
Beneficial Ownership and Policy Alignment
- Beneficial ownership: 23,083 shares as of Mar 10, 2025; includes 2,208 vested but unexercised options (SEC “within 60 days” rule) .
- Shares outstanding: 85,226,273 (Mar 10, 2025) → Approx. 0.027% ownership (calculated from cited figures); proxy denotes “<1%” .
- Pledging/hedging: Prohibited for directors and executive officers; none of Ms. van Niekerk’s or other insiders’ disclosed shares are pledged .
- Stock ownership guidelines: 3.0x salary for other NEOs; 50% net-share holding until met (individual compliance status not disclosed) .
Outstanding Equity at 12/31/2024
| Category | Detail |
|---|---|
| Unexercisable options | 3,303 @ $39.42 (exp. 2/23/2032); 5,774 @ $47.35 (exp. 2/22/2033); 6,625 @ $70.88 (exp. 2/21/2034) |
| Unvested RSUs | 11,971 units; market value $1,293,586 at $108.06 (12/31/2024 close) |
| Unearned PSUs (projected at max as of 12/31/2024) | 10,190 units; market value $1,101,131 at $108.06 (projection methodology per proxy) |
Near-term vesting schedule (from proxy’s award schedule):
| Vesting date | RSUs (#) | PSUs (#) | Notes |
|---|---|---|---|
| 02/23/2025 | 1,101 | — | RSUs (with dividend equivalents) |
| 02/22/2025 | 962 | — | RSUs (with dividend equivalents) |
| 02/21/2025 | 736 | — | RSUs (with dividend equivalents) |
| 02/28/2025 | — | 6,604 | 2022–2024 PSUs at actual result; 200% cycle certified Feb 2025 |
Insider activity in 2024:
- Options exercised: 8,949 shares; value realized $284,129 .
- Stock vested: 7,592 shares; value realized $557,127 (includes RSUs and dividend equivalents; PSUs vested separately on 2/28/2024) .
Employment Terms
- Severance/change-in-control: Ms. van Niekerk participates in the Executive Change-in-Control & Severance Plan. As of a hypothetical 12/31/2024 termination, estimated payments/benefits are as follows (double-trigger applies for CIC equity acceleration; company prohibits single-trigger acceleration) .
| Scenario (12/31/2024) | Salary | Bonus | RSUs (accelerated) | Options (accelerated) | PSUs (accelerated) | Benefits | Total |
|---|---|---|---|---|---|---|---|
| Without cause / Good reason | 390,000 | 292,500 | — | — | — | — | 682,500 |
| CIC + Qualifying termination | 390,000 | 292,500 | 579,958 | 823,575 | 1,814,760 | — | 3,900,793 |
| Death/Disability | — | — | — | — | 575,023 | — | 575,023 |
| Retirement | — | 654,797 (actual NEO payout for 2024) | 69,132 | 70,634 | 79,460 (target proration assumption per proxy) | — | 874,023 |
Additional terms and governance:
- Clawback policy (SEC/NYSE compliant) covers cash and performance-based equity .
- No tax gross-ups on severance or CIC benefits .
- Non-compete/other covenants: NEOs must execute releases and comply with any non-competition, non-solicitation, non-disparagement and confidentiality obligations to receive severance (specific duration not disclosed for Ms. van Niekerk) .
Investment Implications
- Pay-for-performance alignment: 2024 corporate outperformance (rev/FCF above max and EBITDA% above target) and 3-year 100th percentile TSR drove a 223.86% annual bonus factor and 200% PSU payout; Ms. van Niekerk’s compensation is meaningfully tied to growth, margins, cash flow, and multi-year TSR .
- Vesting and potential selling pressure: Multiple annual RSU/option tranches vest each February (notably 2/21–2/23) and PSU tranches vest on performance certification (e.g., 2/28), which can create periodic liquidity events; she exercised 8,949 options in 2024 and had 2025-dated vesting across RSU and PSU awards .
- Alignment and downside protections: Prohibition on pledging/hedging, robust ownership guidelines (3x salary for NEOs), and clawback policy reduce misalignment risks; no tax gross-ups limit shareholder-unfriendly features .
- Retention and change-in-control: Double-trigger CIC design and quantified severance/CIC benefits provide retention while moderating single-trigger risks; equity acceleration under CIC+termination could lead to concentrated vesting/supply if triggered .
- Execution track record: Management recognized Ms. van Niekerk’s leadership in product initiatives and navigating labor/supply chain/raw material constraints in 2024, reflected in a discretionary IComp increment on top of formulaic payout .
No related-party transactions involving executive officers were reported for 2024, and no Section 16(a) delinquencies were disclosed for Ms. van Niekerk, reducing governance red flags .