John Heller
About John Heller
John Heller, 62, is Chief Executive Officer of Amentum and a director since 2024; he previously served as CEO of legacy Amentum starting in 2022, leading integrations of two multi‑billion‑dollar acquisitions and transforming the company into an industry‑leading government services provider; he is a West Point graduate with an MBA from the University of Pittsburgh, and is a recognized industry leader (2024 CEO of the Year by WashingtonExec and 2024 ACG CEO of the Year) . As CEO of AMTM, his 2025 incentive design is explicitly tied to Adj. EBITDA, DSO, net debt reduction (STIP) and multi‑year cumulative Adjusted EBITDA and Free Cash Flow (PSUs), signaling an emphasis on profitable growth, cash discipline, and deleveraging . Governance structure separates the Executive Chair and CEO roles, with a Lead Independent Director in place, mitigating typical CEO/Chair dual‑role concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amentum (legacy) | Chief Executive Officer | 2022–2024 | Led integration of two multi‑billion‑dollar acquisitions; positioned Amentum as an industry‑leading provider to U.S. government and partners . |
| Amentum (post-merger) | Chief Executive Officer and Director | 2024–present | Oversees strategy and execution across ~53,000 employees in ~80 countries . |
| PAE | Chief Executive Officer & President | 2013–2021 | Led a major government services contractor; recognized industry leadership (multiple Washington100 acknowledgments) . |
| Engility | SVP & Chief Operating Officer | 2012–2013 | Operational leadership post‑spin from L‑3 Communications . |
| Harris Corporation | Various leadership roles incl. President, Harris IT Services | 2007–2012 | Ran IT services business within a major defense/tech company . |
| Netco, Inc. (Cerberus portfolio) | Chief Executive Officer | 2004–2006 | Led private equity‑backed government IT/services platform . |
| Multimax, Inc. | President & Chief Operating Officer | 2006–2007 | Operating leadership in government IT/services . |
| Rentport, Inc. (L Catterton portfolio) | Chief Executive Officer | Early career | First CEO role after consulting; private equity‑backed growth leadership . |
| U.S. Army | Logistics Officer | Early career | Foundational leadership; logistics expertise . |
| Deloitte Consulting | Consultant | Early career | Strategy/operations toolkit foundational to later CEO roles . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Professional Services Council | Vice‑Chair, Board of Directors & Executive Committee | Current | Industry advocacy and policy engagement in government services . |
| University of Pittsburgh | Chancellor’s Global Advisory Council | Current | Academic/industry advisory; recognized as Katz Distinguished Alumni Honoree . |
Fixed Compensation
| Item | FY2024 | FY2025 (Target) |
|---|---|---|
| Base Salary ($) | 1,165,385 | 1,225,000 |
| Target Bonus (% of Base) | 130% (STIP target for legacy Amentum) | 140% |
| Target Bonus ($) | — | 1,715,000 |
| Annual Target Performance‑Based RSUs (PSUs) ($) | — | 3,275,000 |
| Annual Target Time‑Based RSUs ($) | — | 3,275,000 |
| Total Target Compensation ($) | — | 9,490,000 |
| Non‑Equity Incentive (Actual, FY2024) ($) | 1,586,384 | — |
| All Other Compensation (FY2024) ($) | 30,710 | — |
| Total Reported Compensation (FY2024) ($) | 2,782,479 | — |
Notes:
- FY2024 Heller compensation reflected cash‑based STIP and no equity awards (legacy Amentum); equity LTI begins under AMTM’s FY2025 program .
- FY2024 “All Other Compensation” detail for Heller included 401(k) contributions ($10,350), medical/wellness ($11,400), employer‑paid insurance ($7,417), and other ($1,543); no executive perquisite usage was reported for Heller in FY2024 .
Performance Compensation
FY2025 STIP (Annual Incentive)
| Metric | Weighting | Target | Actual | Payout | Vesting/Payment |
|---|---|---|---|---|---|
| Adjusted EBITDA | 65% | Not disclosed | N/A (plan year in progress) | N/A | Cash after year‑end per plan |
| Days Sales Outstanding (DSO) | 20% | Not disclosed | N/A | N/A | Cash after year‑end |
| Net Debt Reduction | 15% | Not disclosed | N/A | N/A | Cash after year‑end |
Context:
- FY2024 legacy Amentum STIP used STI Adjusted EBITDA (75%) and DSO (25%), with possible adjustments for individual objectives; FY2025 pivots to a heavier deleveraging focus via Net Debt Reduction .
Long‑Term Incentive (FY2025 cycle)
| Vehicle | Weight | Performance Metric(s) | Vest/Period | Notes |
|---|---|---|---|---|
| PSUs | 50% | 3‑yr Cumulative Adjusted EBITDA (50%), 3‑yr Cumulative Free Cash Flow (50%) | Cliff at 3 years | Dividend equivalents accrue, subject to same vesting terms . |
| RSUs | 50% | Time‑based | 3‑yr ratable | Dividend equivalents accrue, subject to vesting . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 12/20/2024) | 91,794 shares; less than 1% of outstanding . |
| Shares Outstanding (12/20/2024) | 243,302,257 . |
| CEO Stock Ownership Guideline | 6x annual base salary; 5‑year compliance window from later of 9/27/2024 (Closing Date) or hire date; limited ability to sell until compliant . |
| Hedging/Pledging | Prohibited (no short sales, derivatives, hedging, margin accounts, or pledging) . |
| Director/Officer Trading Windows | Insider Trading Policy governs timing; designed to ensure compliance with securities laws and listing standards . |
Implications:
- Three‑year PSU/RSU vesting plus strict ownership guidelines and hedging/pledging bans reduce near‑term insider selling pressure; equity accumulation is expected as FY2025+ LTI cycles commence .
Employment Terms
| Term | Heller |
|---|---|
| Agreement Effective | At closing of the Transaction; Closing Date September 27, 2024 . |
| Initial Term | Two years from Closing Date; auto‑renews for one‑year terms unless 60‑day notice; employment “at will” . |
| Restrictive Covenants | Non‑compete, non‑solicit (employees/customers), confidentiality; customary covenants . |
| Clawback | Mandatory recovery policy compliant with SEC/NYSE; 3‑year lookback on incentive‑based comp upon restatement; applies to current/former executive officers . |
| Government Reimbursement | As a gov’t contractor, certain compensation costs are non‑reimbursable above OMB cap ($646,000 applicable to a portion of contracts in 2024) . |
Severance and Change‑in‑Control (structure)
- Without Cause / Good Reason: 1.5× (base salary + average bonus over prior 3 years) for Heller and Johnson, paid over 18 months; pro‑rata bonus based on actual performance; COBRA‑equivalent cash for Severance Period; life‑insurance cash (incl. tax reimbursement) during Severance Period; financial planning cash; outplacement .
- Death/Disability: Accrued rights plus pro‑rata bonus (and certain vesting for other named executives as specified) .
- CIC: No “single‑trigger” benefits; benefits require a qualifying termination on or after a change‑in‑control (double‑trigger) per company policy .
Estimated Payments (assumes triggering event on 9/27/2024)
| Scenario | Cash Severance ($) | Prorated Bonus ($) | Benefits ($) | Outplacement ($) | Equity w/ Accelerated Vesting ($) | Total ($) |
|---|---|---|---|---|---|---|
| Death/Disability | — | 1,586,384 | — | — | — | 1,886,384 |
| Retirement | — | 1,586,384 | — | — | — | 1,586,384 |
| Change‑in‑Control (no termination) | — | — | — | — | — | — |
| Qualifying Termination On/After CIC | 4,900,345 | 1,586,384 | 399,953 | 15,000 | — | 6,901,682 |
| Involuntary Termination | 3,675,259 | 1,586,384 | 386,123 | 15,000 | — | 5,662,766 |
Board Governance
| Item | Detail |
|---|---|
| Board Service | Director since 2024; CEO (employee director) . |
| Independence | Not independent (CEO); 11 of 13 directors are independent . |
| Committee Memberships | None listed for Heller; all standing committees are fully independent . |
| Lead Independent Director | Benjamin Dickson . |
| Executive Chair | Steven J. Demetriou (separate from CEO) . |
| Executive Sessions | Board intends to hold regular executive sessions of independent directors . |
| Director Pay (Employee) | Employee directors receive no additional director compensation . |
| Insider Trading/Hedging/Pledging | Prohibited per policy and governance highlights . |
Director Compensation (for context)
- Non‑employee director package for the partial period through 3/5/25: Board cash retainer $62,500; equity award $95,000; Lead Independent retainer $50,000; Committee Chair retainer $12,500; meeting fees may apply beyond thresholds; employee directors (e.g., Heller) receive no additional compensation .
Say‑on‑Pay & Shareholder Feedback
- A first advisory vote to approve executive compensation (Say‑on‑Pay) is scheduled at the 2025 Annual Meeting; the company will also ask for annual Say‑on‑Pay frequency; historical SOP results are not applicable .
Compensation Committee and Consultant
- Compensation Committee members: Triedman (Chair), Dickson, Gen. Eberhart, Ireland; all independent; subcommittee (Eberhart, Ireland) handles Section 16 equity grants; Farient Advisors engaged as independent consultant with no conflicts identified .
Compensation Structure Analysis
- Cash/equity mix: FY2025 targets tilt heavily to equity (PSUs and RSUs split 50/50) with 3‑year vesting, increasing at‑risk, long‑term alignment versus FY2024’s largely cash profile during the transition year .
- Performance rigor: FY2025 STIP emphasizes Adj. EBITDA (65%), DSO (20%), and Net Debt Reduction (15%), aligning to profitability, working capital discipline, and deleveraging; PSUs depend on 3‑year cumulative Adjusted EBITDA and Free Cash Flow (equal weight) .
- Governance safeguards: No single‑trigger CIC; robust clawback; strict hedging/pledging prohibitions; executive stock ownership guidelines (CEO 6x salary) with limited ability to sell until compliant .
- Government contractor overlay: OMB compensation caps limit recoverability of certain compensation under some contracts, an external constraint the committee considers in program design .
Investment Implications
- Alignment and incentives: The 2025 plan ties Heller’s pay‑for‑performance to Adj. EBITDA, cash conversion (DSO), net debt reduction, and multi‑year EBITDA/FCF, favoring deleveraging and cash discipline—key drivers for multiple re‑rating and equity value accretion in government services .
- Retention risk: Two‑year initial CEO term with auto‑renewal, double‑trigger CIC, and meaningful multi‑year equity vesting reduce near‑term departure risk; severance at 1.5× base plus average bonus with pro‑rata bonus and benefits is competitive but not excessive for the sector .
- Selling pressure: Three‑year vesting, 6x ownership requirement, and bans on hedging/pledging/margin accounts mitigate near‑term insider selling and signal long‑term alignment; current disclosed beneficial ownership is modest (<1%), but LTI grants should increase equity exposure over time .
- Governance quality: Separation of Executive Chair and CEO, independent committees, Lead Independent Director, and a compliant clawback framework reduce governance risk and potential pay controversies ahead of the inaugural SOP vote .