Leslie Ireland
About Leslie Ireland
S. Leslie Ireland, age 65, is an independent director of Amentum (AMTM) since 2024. She served ~31 years in the U.S. Intelligence Community, including Assistant Secretary for Intelligence and Analysis at the U.S. Department of the Treasury (final federal assignment) and National Intelligence Manager for Threat Finance at ODNI; prior roles include daily intelligence briefer for President Barack Obama and Iran Mission Manager overseeing the U.S. government’s intelligence process on Iran. She holds a BA from Franklin & Marshall College and an MA from Georgetown University and serves on Amentum’s Audit and Compensation Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of the Treasury | Assistant Secretary for Intelligence and Analysis | Joined Treasury in 2010; retired from federal service Nov 2016 | Final federal assignment; led intelligence and analysis function |
| Office of the Director of National Intelligence (ODNI) | National Intelligence Manager for Threat Finance | During final federal assignment (through 2016) | Led threat finance intelligence integration at national level |
| The White House | Daily Intelligence Briefer to President Barack Obama | Before joining Treasury in 2010 | Direct presidential briefings on intelligence |
| U.S. Intelligence Community (CIA) | Various roles, increasing responsibility (Middle East, WMD) | 25 years (prior to 2010) | Senior analytic/management roles; retired from federal service Nov 2016 |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Citigroup Inc. | Director (Public company) | October 2017 | Current public company directorship |
| Stimson Center | Board member (Non-profit) | Not disclosed | External non-profit governance role |
| Chubb Insurance (CEO Cyber Advisory Board) | Member | Not disclosed | Advisory capacity to CEO and Executive Management Team |
| Tapestry Networks Cyber Risk Director Network | Member | Not disclosed | Director network participation |
Board Governance
- Independence: The Board determined Ms. Ireland is independent under NYSE standards; Amentum has a majority-independent board and fully independent Audit and Compensation Committees .
- Committee assignments:
- Audit Committee: Member; board designated Sandra Rowland and Barbara Loughran as “audit committee financial experts” (Ireland is financially literate but not designated the financial expert) .
- Compensation Committee: Member; also serves on a two-director subcommittee with General Eberhart for approval of equity grants to Section 16 directors/officers under Rule 16b-3 .
- Board/committee meeting attendance disclosure: No meetings in fiscal 2024 (board appointed at transaction close), so attendance rates are not reportable for FY2024 .
- 2025 shareholder support – director election results:
| Vote Category | Count |
|---|---|
| For | 189,456,970 |
| Against | 99,405 |
| Abstain | 149,074 |
| Broker Non-Votes | 12,678,253 |
Fixed Compensation
Partial-year non-employee director compensation through the 2025 annual meeting (3/5/25), aligned to Jacobs’ pay levels and set at 50% for the ~6-month service period (service began 9/27/24):
| Component | Amount (through 3/5/25) |
|---|---|
| Board Cash Retainer | $62,500 |
| Equity Award (RSUs) | $95,000 (RSUs value) |
| Lead Independent Director Additional Retainer | $50,000 (if applicable) |
| Committee Chair Additional Retainer | $12,500 (if applicable) |
- Mechanics: RSU count based on 20-day VWAP (10/3/24–10/30/24); RSUs vest on the 2025 annual meeting date; cash paid quarterly in arrears; $2,000 per meeting is paid for board/standing committee meetings in excess of eight per fiscal year (and for special committees beyond two meetings). Post–March 5, 2025, the Compensation Committee intends to review director compensation .
Performance Compensation
- Non-employee director pay is retainer-based cash and time-based RSUs; no director performance metrics or options are disclosed. Farient Advisors LLC serves as the Compensation Committee’s independent consultant for director pay and executive compensation; the Committee assessed Farient’s independence and found no conflicts of interest .
Other Directorships & Interlocks
| Company/Entity | Type | Role/Committee | Potential Interlocks |
|---|---|---|---|
| Citigroup Inc. | Public | Director | None disclosed with Amentum’s competitors/customers/suppliers |
| Stimson Center | Non-profit | Board member | None disclosed |
| Chubb (CEO Cyber Advisory Board) | Private advisory | Member | None disclosed |
| Tapestry Networks (CRDN) | Network | Member | None disclosed |
- Compensation Committee interlocks: None – no Amentum executive served on another company’s board/comp committee with Amentum executives; no member of Amentum’s Compensation Committee has been an Amentum officer/employee .
Expertise & Qualifications
- National security and Intelligence Community leadership; threat finance expertise (Treasury I&A; ODNI NIM for Threat Finance) .
- Public company board experience (Citigroup Inc.) and non-profit governance roles .
- Education: BA, Franklin & Marshall College; MA, Georgetown University .
- Audit Committee service and financial literacy (not designated as “audit committee financial expert”) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| S. Leslie Ireland | 0 | —% |
- Director stock ownership guidelines: Non-employee directors who receive share-based compensation must achieve stock ownership equal to 5x the annual cash retainer within five years of board service commencement; fully owned stock, RSUs, and DSUs count toward the guidelines .
- Hedging/pledging: Prohibited (short sales, derivatives, hedging, margin accounts, pledging, frequent trading) under the Insider Trading Policy .
Governance Assessment
- Board effectiveness: Ireland strengthens risk oversight and compensation governance by serving on both the Audit and Compensation Committees; she also sits on the two-director subcommittee for Section 16 equity grant approvals, indicating trusted oversight on sensitive equity governance matters .
- Independence and engagement: Confirmed independent; FY2024 attendance not reportable due to no meetings following late-year board formation; future attendance will be expected per policy .
- Shareholder support: Strong 2025 election support (189.5M “For” vs. 0.10M “Against”), suggesting investor confidence in board composition including Ireland .
- Alignment and incentives: Partial-year mix emphasizes equity ($95k RSUs) alongside cash retainer ($62.5k), with five-year 5x retainer ownership guideline; as of 12/20/24, Ireland reported 0 shares – early tenure and vesting schedule likely explain low initial ownership .
- Conflicts and related-party exposure: No related-person transactions disclosed beyond standard indemnification agreements; Compensation Committee interlocks absent; independent consultant engagement evaluated for conflicts (none found) .
RED FLAGS observed in filings: None identified – no related-party transactions, no hedging/pledging, and strong say-on-pay support (separate from director-specific pay) at the 2025 annual meeting .
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