Alan Goldberg
About Alan Goldberg
Alan E. Goldberg (age 70) is an independent director of Amentum Holdings, Inc. (AMTM) since 2024. He is co‑founder and Chief Executive Officer of Lindsay Goldberg (since 2001), and previously served as Chairman and CEO of Morgan Stanley Private Equity; his education includes a BA in economics and philosophy and an MBA from New York University, and a JD from Yeshiva University . He is designated independent under NYSE standards and brings over 40 years of investing and board experience across industrials, professional services, and healthcare .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lindsay Goldberg | Co‑Founder and Chief Executive Officer | 2001–present | Led private and public company boards; extensive investing and director experience |
| Morgan Stanley Private Equity | Chairman and Chief Executive Officer | Not disclosed | Leadership positions prior to founding Lindsay Goldberg |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Stelco Holdings Inc. (TSX: STLC) | Director | Public | Most recently served on board |
| Reign Research Holdings | Director | Not disclosed | Most recently served on board |
Board Governance
- Independence: Determined independent by the Board under NYSE standards; AMTM has a majority of independent directors .
- Committee assignments: Not currently a member of Audit, Compensation, or Nominating & Governance committees .
- Tenure and attendance: Board and committees did not meet in FY2024 due to board formation at transaction close; directors are expected to attend all meetings going forward .
- Board leadership and executive sessions: Executive Chair (Steve Demetriou) with Lead Independent Director (Benjamin Dickson); Board intends to hold regular executive sessions of independent directors .
- Nomination rights: Goldberg was designated as a director nominee by Sponsor Stockholder under the Stockholders Agreement (American Securities and Lindsay Goldberg affiliates), which grants proportional nomination rights based on ownership levels .
Fixed Compensation
| Component | Amount | Period/Terms | Notes |
|---|---|---|---|
| Board Cash Retainer | $62,500 | Through 3/5/25 (50% of Jacobs level for partial year) | Cash amounts for Messrs. Dickson, Goldberg, Triedman, Wentzell paid to respective employers |
| Equity Award (RSUs) | $95,000 | RSUs vest at 2025 annual meeting | For Goldberg, in lieu of equity, equivalent cash paid to his employer |
| Committee Chair Additional Retainer | $12,500 | Through 3/5/25 | Not applicable; Goldberg is not a committee chair |
| Meeting Fees (excess meetings) | $2,000 per meeting | >8 board/standing; >2 special committee meetings in fiscal year | Cash paid to employer for Goldberg |
Performance Compensation
| Instrument | Grant Date | Vesting | Performance Metrics |
|---|---|---|---|
| Director RSUs | Calculated using 20‑day VWAP (10/3/24–10/30/24) | Vest on date of 2025 annual meeting | None; director RSUs are time‑based only |
| Cash in lieu of equity (Goldberg) | Approved Nov 2024 | N/A | None; cash equivalent paid to employer |
No director options or performance‑based equity awards are disclosed for independent directors; equity is time‑based and for Sponsor‑designated directors like Goldberg, equity is replaced with cash to the employer .
Other Directorships & Interlocks
| Relationship | Detail | Governance Relevance |
|---|---|---|
| Sponsor Stockholder designations | Goldberg, Dickson, Triedman, Vollmer, Wentzell designated by Sponsor Stockholder per Stockholders Agreement | Indicates coordinated influence from American Securities and Lindsay Goldberg across board nominations |
| Equal committee representation (initial period) | Audit, Compensation, Nominating & Governance intended to have equal numbers proposed by Amentum Equityholder and Jacobs until ≥2‑year anniversary | Committee composition constraints may limit flexibility, monitor decision dynamics |
Expertise & Qualifications
- Financial, industrial, professional services, and healthcare sector expertise; core financial and strategic planning skills .
- Extensive private and public company director experience; >40 years investing and board leadership .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Notes |
|---|---|---|---|
| Alan E. Goldberg | 43,893,904 | 18.04% | Beneficial ownership via Lindsay Goldberg structured entities (LG Amentum Holdings LP); Goldberg is Managing Member/Manager of entities controlling general partners; shared voting/dispositive power |
| Directors & Officers (19 persons) | 45,418,042 | 18.67% | Group total as of 12/20/24 |
| Shares outstanding | 243,302,257 | — | As of 12/20/24 |
- Hedging/pledging: Company policy prohibits hedging, pledging, short sales, and margin accounts for directors; no waivers sought or granted to date .
- Director stock ownership guidelines: For directors receiving share‑based compensation, 5× annual cash retainer within five years; Goldberg receives cash in lieu of equity (guideline applicability limited to share‑based recipients) .
Governance Assessment
Key positives
- Independent director under NYSE rules; Board has majority independence and intends regular executive sessions .
- Robust insider trading and anti‑hedging/pledging policy; no waivers to date .
- Clear disclosure of related‑party policies requiring Audit Committee approval for transactions >$120,000 .
Potential conflicts and RED FLAGS
- Sponsor influence: Goldberg is a Sponsor‑designated director with large beneficial stake (18.04%) through Lindsay Goldberg structures; Stockholders Agreement grants nomination, consent, information, and registration rights to Sponsor Stockholder, including committee composition constraints and standstill exceptions after two years .
- Corporate opportunities renunciation: AMTM renounces interests in specified opportunities for directors/officers affiliated with Sponsor, permitting pursuit outside AMTM unless offered solely in AMTM capacity; indemnification and expense advancement for Sponsor affiliates may reduce deterrence against conflicts .
- Compensation alignment: Equity typically used to align directors; Goldberg’s equity replaced with cash to his employer, potentially weakening direct ownership alignment at the director level despite Sponsor’s large shareholding .
- Historical related‑party advisory fees: Pre‑transaction management consulting agreement with American Securities LLC and Goldberg Lindsay & Co. LLC (fees and indemnities) terminated at closing; monitor for any successor arrangements or indirect services .
Engagement/attendance
- No FY2024 meetings due to timing; expectations for attendance are set; monitor FY2025 attendance and committee engagement once reported .
Related‑Party Transactions and Structural Provisions
- Related‑party policy: Audit Committee must approve related‑party transactions; mechanisms for ratification or rescission if discovered post‑facto .
- Stockholders Agreement: Nomination rights scaled by ownership; consent rights (e.g., proxy access changes before third anniversary); transfer restrictions for first year; standstill with acquisition limit relaxation after two years; extensive registration and information rights .
- Jacobs agreements: Transition and project services with limited liability caps; Employee Matters and Tax Matters Agreements include covenants and indemnities—important for enterprise risk; not specific to Goldberg but relevant to board oversight context .
Director Compensation Structure Notes
| Element | Structure | Governance Notes |
|---|---|---|
| Annual cash retainer | Paid quarterly in arrears | For Goldberg, cash paid to employer |
| Equity grant | Annual RSUs; vest at next annual meeting | For Sponsor‑designated directors like Goldberg, cash in lieu to employer reduces direct stock alignment |
| Additional fees | Lead Independent ($50,000); Chair ($12,500); excess meeting fees ($2,000) | Goldberg is not Lead Independent nor chair; excess meeting fees policy disclosed |
Summary Signals for Investors
- Strong ownership alignment via Sponsor’s 18.04% stake tied to Goldberg’s affiliated entities, but director‑level alignment is cash‑based (no AMTM RSUs to Goldberg personally), which may dilute direct personal skin‑in‑the‑game signal despite Sponsor exposure .
- Governance structure embeds Sponsor rights (nominations, consent, registration, corporate opportunities renunciation); monitor committee decisions and any related‑party approvals to assess board independence in practice .
- Policy framework on hedging/pledging and related‑party oversight is strong on paper; empirical attendance/engagement data will only be available beginning FY2025 .