Connor Wentzell
About Connor Wentzell
Independent director at Amentum (AMTM) since 2024; age 34. He is a Principal at American Securities LLC (joined 2014) and previously worked at Evercore Partners (2012–2014). Education: B.A. in Economics from Harvard University; MBA from The Wharton School (University of Pennsylvania). Core credentials cited by the company: private equity investing and directorship experience, aerospace & defense and financial services expertise, and financial/strategic planning skills .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| American Securities LLC | Principal | 2014–present | Sponsor designee to Amentum Board under Stockholders Agreement; private equity investing oversight . |
| Evercore Partners | Professional (investment banking) | 2012–2014 | Transaction execution experience . |
| Amentum Joint Venture GP LLC | Member, Board of Managers (general partner of Amentum JV LP) | Former | Governance role at pre-Transaction sponsor-controlled vehicle . |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Learning Care Group (American Securities portfolio company) | Director | Private | Current . |
| Blue Bird Corporation (NASDAQ: BLBD) | Director | Public | Prior |
Board Governance
- Committee assignments: Member, Nominating & Governance Committee (not Chair) .
- Independence: Determined independent by the Board under NYSE standards; Amentum confirms a majority-independent board (11 of 13) .
- Designation/Interlocks: Designated for nomination by “Sponsor Stockholder” (American Securities and Lindsay Goldberg affiliates) per Stockholders Agreement; sponsor retains multi-year nomination rights tied to ownership levels .
- Attendance: No Board or committee meetings occurred in FY2024 because the Board was constituted at fiscal year-end post-Transaction; therefore no attendance rates disclosed for FY2024 .
- Board processes/signals: Lead Independent Director (Benjamin Dickson) appointed; independent executive sessions and annual board/committee self-evaluations planned; committees wholly independent .
- Policies: Company prohibits short sales, derivative transactions, hedging, pledging, and margin accounts for directors and employees .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board Cash Retainer (through March 5, 2025) | $62,500 | Partial-year retainer (50% of Jacobs director levels) . |
| Equity Award (RSUs) | $95,000 | RSUs vest at 2025 annual meeting; however, for Messrs. Dickson, Goldberg, Triedman, and Wentzell, an equivalent cash amount is paid to their employers in lieu of equity . |
| Lead Independent Director Retainer | N/A | Applies only to Lead Independent Director ($50,000) (Wentzell is not LID). |
| Committee Chair Retainer | N/A | Chair retainer $12,500; Wentzell is not a chair . |
| Meeting Fees | None disclosed for FY2024 | Fees apply only after >8 meetings; no FY2024 meetings occurred . |
For Wentzell specifically: cash retainer is paid; equity is replaced by equivalent cash paid to his employer (American Securities) per policy for certain sponsor-affiliated directors .
Performance Compensation
| Performance-linked Elements for Directors | Metrics/Design | Amount |
|---|---|---|
| None disclosed | Amentum uses time-based RSUs for directors (no performance metrics). For Wentzell, equity is replaced by cash to employer; no director performance metrics disclosed. | — |
Other Directorships & Interlocks
- Current/Recent boards: Learning Care Group (private, American Securities portfolio) and prior Blue Bird Corp (NASDAQ: BLBD) .
- Sponsor concentration: American Securities Parties and Lindsay Goldberg Parties each reported beneficial ownership of 43,893,904 shares (18.04%); several sponsor-affiliated directors serve on Amentum’s board (e.g., Benjamin Dickson – American Securities; Alan E. Goldberg and Russell Triedman – Lindsay Goldberg) .
- Committee balance: Until second anniversary of the Transaction, key committees must have equal numbers of Jacobs and Sponsor designees; current Audit is all Jacobs designees; N&G and Compensation include sponsor designees (including Wentzell on N&G) .
Expertise & Qualifications
- Private equity investing and directorship experience; A&D and financial services expertise; financial and strategic planning .
- Education: Harvard (BA, Economics); Wharton (MBA) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Connor Wentzell | 0 | 0.00% | As of 12/20/2024; 243,302,257 shares outstanding . |
| Hedging/Pledging | — | — | Company policy prohibits hedging and pledging for directors and employees . |
| Director Ownership Guidelines | — | — | Directors who receive share-based comp must reach 5× annual cash retainer within 5 years; policy applies to non-employee directors receiving share-based compensation. For certain sponsor-affiliated directors (including Wentzell), equity is replaced by cash to employer . |
Governance Assessment
-
Positives
- Independent under NYSE; sits on Nominating & Governance (governance oversight, ESG oversight under N&G charter) .
- Strong restrictive trading policy (no hedging/pledging) reduces alignment risk related to derivatives/pledges .
- Director compensation reviewed by independent consultant (Farient); committee concluded no consultant conflicts; director pay aligned initially to Jacobs levels and subject to review post-AGM .
-
Risks / RED FLAGS
- Sponsor Designee and Corporate Opportunity Waiver: Wentzell is a Sponsor-designee; Amentum’s charter/Stockholders Agreement renounce certain corporate opportunities for sponsor-affiliated directors, allowing pursuit outside Amentum unless offered solely in capacity as Amentum director—this can create perceived conflicts .
- Concentrated Ownership and Rights: Sponsor holds significant ownership and retains multi-year board nomination and committee composition rights; consent rights limit proxy access amendments for three years—potential entrenchment risk .
- Cash-in-Lieu of Equity to Employer: For Wentzell, equity is not personally held; equivalent cash is paid to his employer (American Securities). Combined with 0 personal share ownership, this is a weak “skin-in-the-game” signal versus standard director equity alignment models .
- Historical Related-Party Ties: Legacy management consulting agreement with American Securities and Goldberg Lindsay & Co. terminated at the merger close—reduce ongoing RPT risk but highlights historical sponsor services and fees .
-
Context notes
- FY2024 board activity baseline is limited (no meetings) due to board formation at fiscal year-end; attendance/engagement metrics will only be available after FY2025 cycle .
- Audit Committee currently all Jacobs designees (as permitted by transitional equal-representation construct); Wentzell’s governance leverage is via N&G rather than Audit/Comp .