Ralph E. Eberhart
About Ralph E. Eberhart
General Ralph E. (Ed) Eberhart is an independent director of Amentum (AMTM), appointed in 2024; he is 78 years old and holds a B.S. in political science from the United States Air Force Academy and an M.S. in political science from Troy State University . A former four‑star U.S. Air Force general (1997–2005) with a 36‑year military career (1968–2005), he previously served on Jacobs’ board (2012–2024) and brings extensive leadership and national security expertise to Amentum’s board . His qualifications include significant government/military operations experience, public/private company directorships, and operating/management experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Air Force | Four‑Star General; Vice Chief of Staff, USAF | 1997–2005 (four‑star); 1968–2005 (USAF service) | Senior leadership across multiple commands |
| U.S. Northern Command (USNORTHCOM) | Commander | Not disclosed | Homeland defense leadership |
| North American Aerospace Defense Command (NORAD) | Commander | Not disclosed | Bi‑national air/missile defense oversight |
| U.S. Space Command | Commander | Not disclosed | Space operations leadership |
| Air Force Space Command | Commander | Not disclosed | Space domain operations |
| Air Combat Command | Commander | Not disclosed | Air combat readiness/operations |
| U.S. Forces, Japan | Commander | Not disclosed | Forward deployed command in Japan |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VSE Corp. | Chair of the Board; Director | Chair since 2019; Director since 2007 | Board leadership |
| Triumph Group, Inc. | Former Chair of the Board | Not disclosed (past) | Board leadership |
| TERMA North America Inc. | Director (past) | Not disclosed | Board service |
| Rockwell Collins | Director (past) | Not disclosed | Board service |
| Segs4Vets | Board member | Current | Non‑profit governance |
| American Air Museum in Britain | Chair | Current | Museum leadership |
| Palmer Land Conservancy | Trustee | Current | Conservation governance |
| Air Force Academy Endowment | Trustee | Current | Endowment oversight |
| Council on Foreign Relations | Member | Current | Policy network participation |
| Colorado Thirty Group | Member | Current | Civic/military leadership network |
| Jacobs Solutions Inc. | Director | 2012–2024 | Public company oversight pre‑Transaction |
Board Governance
- Independence: Determined independent under NYSE standards; one of 11 independent directors at Amentum .
- Committee assignments: Member, Compensation Committee; also serves on a Section 16 subcommittee (with S. Leslie Ireland) delegated to approve equity grants to Section 16 directors and officers .
- Committee composition: Compensation Committee members are Russell Triedman (Chair), Benjamin Dickson, General Eberhart, and S. Leslie Ireland—each independent under NYSE and Rule 10C‑1 .
- Attendance: No board or committee meetings occurred in fiscal 2024 because the board was appointed at the end of the fiscal year .
- Governance policies: Corporate Governance Guidelines, Codes of Conduct/Ethics maintained; directors expected to attend board/committee meetings and the annual meeting .
- Ownership/Trading policies: Director stock ownership guidelines require 5x annual cash retainer within 5 years; hedging, pledging, short sales, margin accounts, and frequent trading of company stock are prohibited .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board Cash Retainer (partial year) | $62,500 | Through March 5, 2025; 50% of Jacobs level due to ~6‑month service window |
| Committee Chair Additional Retainer | $0 | Applicable only to chairs; Eberhart is a member, not a chair |
| Lead Independent Director Additional Retainer | $0 | Not applicable; Eberhart is not Lead Independent Director |
| Meeting Fees (above thresholds) | $2,000 per meeting over threshold | For meetings above eight (board/standing committees) or above two (special committees) in the fiscal year |
For Messrs. Dickson, Goldberg, Triedman, and Wentzell, cash payments are made to their employers; Eberhart is not among this group and thus receives standard director compensation directly .
Performance Compensation
| Element | Grant value | Shares (method) | Vesting | Notes |
|---|---|---|---|---|
| Annual Director RSUs (partial year) | $95,000 | RSU count = $95,000 ÷ 20‑day VWAP (10/3/24–10/30/24) | Vests on March 5, 2025 (annual meeting) | Granted under the Stock Incentive Plan |
Director awards are time‑based; no stated performance metrics for director equity grants (director pay is not performance‑conditioned) .
Other Directorships & Interlocks
| Company/Institution | Type | Role/Committee | Interlock/Notes |
|---|---|---|---|
| VSE Corp. | Public | Chair; Director | Aerospace/defense services; board leadership role |
| Triumph Group, Inc. | Public | Former Chair | Aerospace components; past leadership |
| Rockwell Collins | Public (historical) | Director (past) | Avionics; past directorship |
| TERMA North America Inc. | Private | Director (past) | Defense/space tech; past directorship |
| Jacobs Solutions Inc. | Public | Director (2012–2024) | Pre‑Transaction board service |
| Segs4Vets; American Air Museum in Britain; Palmer Land Conservancy; Air Force Academy Endowment | Non‑profit | Board/Chair/Trustee | Civic/military/non‑profit leadership |
No related‑party transactions involving Eberhart are disclosed; Amentum’s Related Person Transactions policy requires Audit Committee approval for transactions >$120,000 and prohibits unapproved transactions .
Expertise & Qualifications
- Military/government: Significant national security and military operations experience, including command of USNORTHCOM, NORAD, U.S. Space Command, Air Combat Command, and U.S. Forces, Japan .
- Board leadership: Chair of VSE Corp., former chair of Triumph Group; extensive public/private company directorship experience .
- Education: B.S., United States Air Force Academy; M.S., Troy State University .
- Professional networks: Council on Foreign Relations; Colorado Thirty Group .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| General Ralph E. Eberhart | 26,439 | 0.0109% (26,439 ÷ 243,302,257) | <1% per proxy; outstanding shares as of Dec 20, 2024: 243,302,257 |
| Pledging/Hedging | Prohibited by policy | — | Insider Trading Policy prohibits pledging, hedging, margin accounts, and frequent trading |
| Director Ownership Guidelines | 5x annual cash retainer within 5 years | — | Applies to non‑employee directors receiving share‑based compensation |
Governance Assessment
- Effectiveness/engagement: Eberhart is an active member of the Compensation Committee and part of the Section 16 equity grant subcommittee, indicating hands‑on oversight of senior officer equity awards and director/officer grant governance .
- Independence/alignment: Classified as independent; subject to director stock ownership guidelines and a strict Insider Trading Policy prohibiting hedging/pledging, supporting alignment with shareholders .
- Attendance/context: No meetings occurred in FY2024 due to late board appointment; directors are expected to attend all meetings going forward, with board and committees scheduled for regular sessions .
- Conflicts/related‑party exposure: No Eberhart‑specific related‑party transactions disclosed; Amentum maintains a formal related‑party policy with Audit Committee oversight and has executed director/officer indemnification agreements .
- Environmental red flags to monitor: Sponsor Stockholder rights (designation of nominees; committee composition balancing; consent rights), corporate opportunities renunciation for sponsor‑affiliated directors, and registration/transfer/standstill provisions—all shape governance dynamics but are not specific to Eberhart; continued monitoring advisable .
Overall signal: Eberhart’s independence, compensation committee role, and long‑standing public company board leadership (VSE chair) support investor confidence; lack of disclosed related‑party ties and strong trading/ownership policies reduce alignment risks .