Benjamin Dickson
About Benjamin Dickson
Benjamin Dickson, age 43, is AMTM’s Lead Independent Director since 2024. He is a Managing Director at American Securities LLC (joined 2011), with prior roles at Active Interest Media (Director of Corporate Development), GTCR and Wind Point Partners (investment professional), and McKinsey & Company (management consultant). He holds BS degrees in accounting and finance from Indiana University’s Kelley School and an MBA from Northwestern’s Kellogg School; the proxy cites 18+ years of private equity investing and director experience. Committee: Compensation; Independence: affirmed by the Board under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Active Interest Media | Director of Corporate Development | — | Corporate development leadership |
| GTCR | Investment Professional | — | PE investing experience |
| Wind Point Partners | Investment Professional | — | PE investing experience |
| McKinsey & Company | Management Consultant | — | Operating/management exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Securities LLC | Managing Director | Since 2011 | Portfolio oversight |
| NAPA (American Securities portfolio) | Chairman of the Board | — | Board leadership |
| SimonMed (American Securities portfolio) | Chairman of the Board | — | Board leadership |
| The Aspen Group (American Securities portfolio) | Director | — | Board-level oversight |
| Amentum Joint Venture LP (GP) | Former Board of Managers member of the general partner | — | JV governance |
Board Governance
- Independence: Board determined Benjamin Dickson is independent under NYSE rules; majority of board is independent .
- Lead Independent Director: Appointed effective at transaction closing; responsibilities include presiding over executive sessions, presiding at meetings if Chair absent, and consulting on agendas .
- Attendance: Directors are expected to attend all board/committee meetings; because the Board was appointed at fiscal year-end 2024, there were no Board or committee meetings in FY 2024 .
- Sponsor designation: Under the Stockholders Agreement, Sponsor Stockholder (includes Amentum Equityholder) has rights to designate director nominees based on ownership thresholds; Dickson is a Sponsor designee .
| Committee | Role | Status |
|---|---|---|
| Compensation Committee | Member | Independent; committee chaired by Russell Triedman |
| Audit Committee | None | — |
| Nominating & Governance Committee | None | — |
Fixed Compensation
| Component (through 3/5/25) | Amount | Notes |
|---|---|---|
| Board Cash Retainer | $62,500 | Partial-year aligned to Jacobs director pay |
| Lead Independent Director Additional Retainer | $50,000 | Applies to Dickson as Lead Independent Director |
| Equity Award | $95,000 | RSUs generally; for Dickson, equivalent cash paid to his employer in lieu of equity |
| Committee Chair Additional Retainer | $12,500 | Not applicable (Dickson is not a chair) |
| Meeting Fees | $2,000 per meeting above threshold | For meetings beyond 8 full board or >2 special committee meetings; FY 2024 had no meetings |
Performance Compensation
| Element | Terms | Applicability to Dickson |
|---|---|---|
| Annual Director RSUs | Dollar value divided by 20-day VWAP (Oct 3–Oct 30, 2024); vest on March 5, 2025 annual meeting | Not granted to Dickson; equivalent cash paid to employer in lieu of equity |
- Clawback/Hedging/Pledging: Company policy prohibits short sales, derivatives, hedging, margin accounts, and pledging; no waivers have been sought or granted to date .
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Notes |
|---|---|---|---|
| NAPA | Not disclosed as public | Chairman | American Securities portfolio company |
| SimonMed | Not disclosed as public | Chairman | American Securities portfolio company |
| The Aspen Group | Not disclosed as public | Director | American Securities portfolio company |
| Amentum JV GP LLC (general partner of JV LP) | JV governance | Former Board of Managers member | Historical involvement with Amentum JV GP |
- No other current public company directorships disclosed for Dickson in the proxy .
Expertise & Qualifications
- Private equity investing and directorship experience; operating and management experience; core business skills including financial and strategic planning .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Notes |
|---|---|---|---|
| Benjamin Dickson | 0 | —% | Based on 243,302,257 shares outstanding as of Dec 20, 2024 |
- Director stock ownership guidelines: For non-employee directors who receive share-based compensation, requirement is 5x annual cash retainer within 5 years; RSUs/DSUs count toward compliance. Dickson receives cash in lieu of equity, so the guideline applicability depends on receipt of share-based comp .
- Insider trading policy prohibits hedging and pledging of company stock by covered persons .
Shareholder Votes (Context)
| Item | Votes For | Votes Against | Abstained | Broker Non-Votes |
|---|---|---|---|---|
| Election of Benjamin Dickson (Mar 5, 2025) | 189,464,233 | 119,135 | 122,081 | 12,678,253 |
| Advisory Say‑on‑Pay (FY2024) | 188,654,754 | 592,985 | 457,710 | 12,678,253 |
| Say‑on‑Pay Frequency | 1 year: 188,393,843 | 2 years: 43,551 | 3 years: 1,175,629 | 92,426 |
Compensation Committee Analysis
- Composition: Russell Triedman (Chair), Benjamin Dickson, General Ralph E. Eberhart, S. Leslie Ireland; all independent under NYSE and Rule 10C‑1 .
- Consultant: Farient Advisors engaged; Compensation Committee assessed independence and found no conflicts of interest; Farient advised on director pay, NEO compensation, plans, and 2024 Stock Incentive Plan .
- Committee delegation: A subcommittee of Eberhart and Ireland approves Section 16 director/officer equity grants (non‑employee directors under Rule 16b‑3) .
Governance Assessment
-
Positive signals:
- Independence affirmed; Lead Independent Director role with defined responsibilities and frequent executive sessions planned .
- Strong shareholder support for Dickson’s election and for Say‑on‑Pay; annual Say‑on‑Pay frequency adopted .
- Robust policies prohibiting hedging/pledging; codes of ethics with no waivers granted .
-
RED FLAGS / Potential conflicts:
- Zero personal beneficial ownership in AMTM common stock; raises alignment questions for “skin‑in‑the‑game” analysis .
- Cash in lieu of equity paid to Dickson’s employer (American Securities) rather than direct RSUs; reduces direct personal equity alignment .
- Sponsor designation rights allow Amentum Equityholder/Sponsor Stockholder to nominate directors (including Dickson), potentially concentrating influence; equal committee nomination structure noted (Audit currently proposed by Jacobs) .
-
Director compensation mix:
- For the initial partial year, director compensation mirrored Jacobs and was set at 50% levels; Dickson receives base retainer and Lead Independent retainer, with RSU program details for directors broadly but cash substitution for certain Sponsor designees (including Dickson) .
-
Attendance/engagement:
- No FY2024 meetings due to timing of Board appointment; expectations for attendance are clearly stated going forward .