Livingston Satterthwaite
About Livingston Satterthwaite
Livingston Satterthwaite, age 64 as of March 31, 2025, is a Class II independent director at Amprius Technologies, Inc., serving since August 13, 2024, with his current term expiring in 2027 . He brings decades of industrial manufacturing leadership from Cummins and early engineering experience at Schlumberger, and holds a B.S. in Civil Engineering from Cornell and an M.B.A. from Stanford GSB .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cummins, Inc. | Senior Vice President | Aug 2022 – Sep 2024 | Senior leadership across global power products |
| Cummins, Inc. | Vice Chairman | Mar 2021 – Aug 2022 | Executive leadership |
| Cummins, Inc. | President & COO | Oct 2019 – Mar 2021 | Enterprise operations oversight |
| Cummins Distribution Business | President | Apr 2015 – Oct 2019 | Led distribution unit |
| Cummins Power Generation | President | Jun 2008 – Apr 2015 | Led power generation unit |
| Schlumberger Limited | General Field Engineer | ~4 years (pre-Cummins) | Field engineering in oil services |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Idex Corp | Director | Not disclosed | Public company; specialty engineered products |
| Chemours Co | Director | Not disclosed | Public company; chemicals (spun off from DuPont) |
Board Governance
- Independence: The board determined Satterthwaite is independent under NYSE rules; five of six directors are independent .
- Committee memberships:
- Compensation Committee – Member; Chair: Dr. Wen Hsieh; all members independent .
- Nominating & Corporate Governance Committee – Member; Chair: Dr. Steven Chu; all members independent .
- Attendance: In 2024 the board met nine times; each director except Dr. Chu attended at least 75% of board and committee meetings for their service period (Satterthwaite met the 75% threshold) .
- Committee activity: Nominating & Corporate Governance Committee did not hold separate meetings in 2024 .
- Board class/term: Class II; Director since 2024; current term expires 2027 .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Cash fees earned | $28,082 |
| Annual director retainer (policy) | $40,000 |
| Compensation Committee member fee (policy) | $7,500 |
| Nominating & Corporate Governance Committee member fee (policy) | $5,000 |
- Outside Director cash compensation is prorated by service period and paid quarterly; chairs receive chair fees (not member fees) in addition to the director retainer .
Performance Compensation
| Metric | FY 2024 |
|---|---|
| Stock awards (RSUs) grant-date fair value | $300,000 (Initial Award for new non-employee directors) |
| Outstanding RSUs at year-end | 287,329 units (as of Dec 31, 2024) |
| Option awards | None (—) |
| Vesting schedule | Initial Award vests in equal installments on each of the first three anniversaries of appointment, subject to continued service |
| Change-in-control terms | Full acceleration of outstanding director equity awards upon change in control, if serving immediately prior to the event |
| Director compensation limit | Aggregate annual cash + equity capped at $750,000 per outside director |
| Hedging/pledging policy | Directors prohibited from hedging or pledging company securities |
No performance metrics (e.g., revenue, EBITDA, TSR) are tied to director equity awards; awards are service-vested RSUs under the Outside Director Compensation Policy .
Other Directorships & Interlocks
| Company | Relationship to AMPX | Notes |
|---|---|---|
| Idex Corp | External public company directorship | Industrial/engineered products; no related-party transactions with AMPX disclosed |
| Chemours Co | External public company directorship | Chemicals; no related-party transactions with AMPX disclosed |
- Compensation Committee Interlocks: None; no AMPX executive served on another company’s board/comp committee with reciprocal interlocks in 2024 .
Expertise & Qualifications
- Industrial manufacturing leadership across global power generation, distribution, and operations (Cummins) .
- Engineering foundation (Schlumberger) .
- Education: B.S. Civil Engineering (Cornell); M.B.A. (Stanford GSB) .
- Governance experience via public company boards (Idex, Chemours) .
Equity Ownership
| Metric | As of Mar 31, 2025 |
|---|---|
| Shares beneficially owned | 4,310 |
| Ownership percentage | Less than 1% |
| Metric | FY 2024 |
|---|---|
| Stock awards outstanding (units) | 287,329 (as of Dec 31, 2024) |
- Ownership calculation based on 120,546,077 shares outstanding as of March 31, 2025 .
- Policy prohibits pledging and hedging of company securities, supporting alignment .
Governance Assessment
- Independence and committee roles: Satterthwaite is independent and serves on two key committees (Compensation; Nominating & Corporate Governance), positioning him to influence executive pay practices and board refreshment; all committee members are independent, and Compensia was retained as an independent compensation consultant in 2024, which supports sound process .
- Attendance: Met the ≥75% participation threshold in a nine-meeting year, indicating baseline engagement; however, the Nominating & Corporate Governance Committee did not meet separately in 2024, which may warrant monitoring for board refreshment processes and governance oversight cadence .
- Pay mix and alignment: His 2024 compensation was heavily equity-based ($300,000 RSUs vs $28,082 cash), with service-based vesting and prohibition on hedging/pledging, aligning director incentives with shareholder outcomes; note the director compensation cap of $750,000 and full acceleration upon change-in-control (single-trigger for directors) as common but investor-relevant terms .
- Ownership: Beneficial ownership is modest (4,310 shares, <1%), but he holds substantial unvested RSUs that will increase equity exposure over time, supporting longer-term alignment .
- Conflicts/related parties: No related-party transactions involving Satterthwaite were disclosed; external board roles at Idex and Chemours present potential industry network benefits without disclosed conflicts at AMPX; compensation committee interlocks were explicitly absent in 2024, reducing conflict risk in pay setting .