Barbara Loughran
About Barbara Loughran
Barbara (Barb) L. Loughran, age 61, is an independent director of Amentum (AMTM) since 2024 and serves on the Audit Committee and as Chair of the Nominating & Governance Committee; the Board has also designated her an “audit committee financial expert.” She previously was a PwC partner (through 2018), chaired Jacobs’ Audit Committee prior to the Amentum transaction, and has served on Armstrong World Industries’ board since 2019 (Audit Committee Chair; also on Nominating, Governance & Sustainability and Finance committees). She holds a bachelor’s degree from Franklin & Marshall College and an MBA from the Wharton School, bringing 35+ years’ experience in accounting, financial and strategic planning across professional services, industrial, engineering and consumer products industries .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| PricewaterhouseCoopers (PwC) | Partner | Through 2018 | Served global public company clients; national office partner interfacing with SEC on capital markets and regulatory matters |
| Jacobs Solutions Inc. | Director; Audit Committee Chair; Enterprise Risk & ESG Committee member | 2019–2024 (until closing of AMTM transaction) | Chaired Audit; board experience carried into AMTM RMT transaction governance |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Armstrong World Industries | Director | 2019–present | Audit Committee Chair; Nominating, Governance & Sustainability; Finance |
Board Governance
- Current AMTM committees: Audit Committee member (designated “audit committee financial expert”) and Chair, Nominating & Governance Committee; all members are independent under NYSE/Exchange Act standards .
- Independence: Board determined Loughran is independent; AMTM has a majority-independent board and all standing committees are fully independent .
- Attendance/engagement: The new Board was seated at the end of FY2024; no Board or committee meetings occurred in FY2024 due to timing of the spin-off/RMT closing .
- Governance structure context: Until the second anniversary of the transaction, the Lead Independent Director is a sponsor nominee, and the Nominating & Governance Chair (Loughran) must be a non-sponsor nominee—supporting committee independence in succession, governance, and ESG oversight .
Fixed Compensation (Non-Employee Director)
| Component | Amount / Terms | Notes |
|---|---|---|
| Board Cash Retainer | $62,500 (through 3/5/25) | 50% of Jacobs’ director cash for ~half-year service post 9/27/24; cash paid quarterly in arrears |
| Equity Award (RSUs) | $95,000 (through 3/5/25) | RSU count based on 20-day VWAP (10/3/24–10/30/24); vest on 2025 annual meeting date |
| Committee Chair Retainer | $12,500 (through 3/5/25) | Applies to committee chairs (Loughran is Nominating & Governance Chair) |
| Meeting Fees | $2,000 per meeting above 8 per FY (Board/standing committee); >2 for special committees | Payable if thresholds exceeded; FY2024 had no meetings given timing |
Director stock ownership guideline: 5x annual cash retainer within five years of Board service start; RSUs/DSUs count toward compliance .
Performance Compensation
| Element | Applicable to Director Compensation? | Details |
|---|---|---|
| Performance-based metrics (e.g., EBITDA/TSR) | No | AMTM director pay is cash retainer + time-based RSUs; no disclosed performance metrics for non-employee directors |
Reference: Company executive incentive metrics (for context) emphasize Adjusted EBITDA and DSO (FY24), adding FCF and Net Debt Reduction in FY25; these apply to executives, not directors .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Armstrong World Industries | Public | Director; Audit Chair; other committees | No disclosed AMTM-related transactions; not an AMTM customer/supplier disclosure; no related-party ties disclosed . |
| Jacobs Solutions (prior) | Public | Former Director, Audit Chair (pre-transaction) | Jacobs holds ~7.5% of AMTM and has multiple post-transaction agreements; no Loughran-specific related-party transactions disclosed post-closing . |
Expertise & Qualifications
- Public company directorship and audit committee leadership; designated Audit Committee financial expert at AMTM .
- Deep accounting/financial reporting expertise from PwC national office and client leadership; capital markets/SEC engagement experience .
- Broad industry exposure: professional services, industrial, engineering, consumer products—aligned with AMTM’s complex government services portfolio oversight .
- Governance leadership: Chairing Nominating & Governance with responsibility for board evaluation, CEO succession, ethics/compliance, and ESG oversight .
Equity Ownership
| Item | Value / Status | Source |
|---|---|---|
| Beneficial ownership (12/20/2024) | 0 shares; “—%” of outstanding | Security Ownership Table |
| Shares outstanding (as-of denominator) | 243,302,257 shares (12/20/2024) | Security Ownership Table |
| Initial Form 3 (9/27/2024) | “No securities are beneficially owned.” | Form 3 |
| Director stock ownership guideline | 5x annual cash retainer within five years; RSUs/DSUs count | Director guidelines |
| Hedging/pledging policy | Prohibits hedging, pledging, margin accounts, and frequent trading | Insider Trading Policy |
Note: RSU award of $95,000 vests at the 2025 annual meeting; share count is determined by VWAP methodology described, not disclosed as a number in the proxy .
Shareholder Voting & Engagement Signals
| Item | Result | Detail |
|---|---|---|
| Election of Director – Loughran (3/5/2025) | Elected | For: 188,919,466; Against: 637,278; Abstain: 148,705; Broker non-votes: 12,678,253 |
| Say-on-Pay (FY2024 NEOs) | Approved | For: 188,654,754; Against: 592,985; Abstain: 457,710; Broker non-votes: 12,678,253 |
| Auditor Ratification (EY, FY2025) | Approved | For: 201,979,023; Against: 239,957; Abstain: 164,722 |
| Say-on-Pay Frequency | 1 Year | Votes for 1-year: 188,393,843 (prevailing) |
Governance Assessment
-
Strengths for investor confidence
- Independent director with significant audit oversight credentials; designated Audit Committee financial expert—supports robust financial reporting oversight .
- Chairs Nominating & Governance, with mandate over CEO succession, board evaluation, compliance/ethics, and ESG—key to board effectiveness and risk oversight .
- Clear alignment mechanisms: RSU component, five-year ownership guideline, and strict anti-hedging/pledging policy reduce misalignment risk .
- Strong shareholder support at first annual meeting; Loughran received high “for” votes; say-on-pay passed—positive sentiment backdrop .
-
Risk indicators and potential conflicts
- RED FLAG: Reported 0 beneficially owned shares as of 12/20/2024 and Form 3 at appointment—common at inception but watch for progress toward ownership guidelines as RSUs vest and over the five-year window .
- Governance overhang: Sponsors (American Securities/Lindsay Goldberg) have nomination rights under the Stockholders Agreement; while Loughran is not a sponsor designee and chairs N&G by design, sponsor influence remains a structural consideration for overall board dynamics .
- Related-party ecosystem: Multiple ongoing agreements with Jacobs (not tied to Loughran), a ~7.5% holder; Audit/N&G oversight must continue to monitor potential conflicts; policy requires Audit Committee approval for related party transactions .
-
Process/controls
- Audit Committee pre-approves all auditor services; monitors independence and ICFR; issuance of formal Audit Committee report—strengthens financial oversight .
- Clawback policy for executives and robust director/executive stock ownership guidelines—supportive of accountability culture (note: clawback applies to executives’ incentive compensation) .
- No FY2024 attendance records due to timing of board formation; standard expectations for attendance are in place going forward .
Overall, Loughran’s profile—independence, audit expertise, and governance chair responsibilities—supports board effectiveness at a newly public, sponsor-influenced company; key watch items are ownership accumulation toward guidelines and continued rigorous oversight of complex sponsor/Jacobs relationships and post-transaction integration risks .