Russell Triedman
About Russell Triedman
Independent director at Amentum Holdings, Inc. since 2024; age 55. Managing Partner at Lindsay Goldberg; prior board oversight role for the general partner of Amentum Joint Venture LP. Education: B.S. in applied mathematics and economics from Brown University; J.D. from the University of Chicago Law School. Committee roles: Chair of the Compensation Committee; Member of the Nominating & Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Amentum Joint Venture LP (general partner) | Board of Managers (former member) | Not disclosed | Oversight of sponsor-owned JV governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lindsay Goldberg | Managing Partner | Since 2001 (firm inception) | Serves as director at companies owned by Lindsay Goldberg funds |
Board Governance
- Independence: The Board determined Triedman is independent under NYSE standards; 11 of 13 directors are independent; all Audit, Compensation, and Nominating & Governance Committees are fully independent .
- Committee assignments: Compensation (Chair); Nominating & Governance (Member). Compensation Committee members: Triedman (Chair), Dickson, Eberhart, Ireland; Nominating & Governance Committee members: Loughran (Chair), Brooks, Triedman, Wentzell .
- Compensation Committee consultant: Farient Advisors engaged by the Committee; independence assessed with no conflicts of interest found .
- Attendance: The Board and committees did not meet in FY2024 due to appointment at fiscal year-end following the Transaction closing; directors are expected to attend all Board and committee meetings going forward .
- Election results (2025 Annual Meeting): Triedman received 187,676,832 “For,” 1,911,116 “Against,” 117,501 “Abstain,” with 12,678,253 broker non-votes, indicating high support but comparatively more “Against” votes than several peers .
- Sponsor Stockholder governance: Sponsor (affiliates of Lindsay Goldberg and American Securities) retains director nomination rights based on ownership thresholds; Triedman designated by Sponsor; committees structured with equal sponsor/Jacobs designees for at least two years post-Transaction .
- Corporate opportunities and indemnification: Amentum’s charter and Stockholders Agreement renounce certain corporate opportunities for Sponsor-affiliated directors/officers; broad indemnification and information rights for Sponsor and its designees .
- Hedging/pledging: Directors prohibited from hedging, short sales, derivatives, margin accounts, and pledging company securities under Insider Trading Policy .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Board Cash Retainer (partial year through 3/5/25) | $62,500 | Reflects 50% of Jacobs’ annual retainer due to ~6-month service period |
| Committee Chair Additional Retainer (partial year) | $12,500 | Compensation Committee Chair |
| Meeting Fees | $2,000 per meeting beyond thresholds | Paid only if >8 full Board or >2 special committee meetings in fiscal year (none in FY2024) |
| Equity Award (standard program) | $95,000 | RSUs calculated using 20-day VWAP; RSUs vest at 2025 Annual Meeting |
| Equity Award Treatment for Sponsor Nominees | Cash in lieu of equity | For Triedman and certain Sponsor designees, equivalent cash paid to employer instead of RSUs |
Performance Compensation
| Metric Type | Applicable to Triedman | Details |
|---|---|---|
| Director annual equity metrics | Not performance-based | Standard director RSUs are time-based and vest at the annual meeting (for those receiving equity) |
| Performance metrics (TSR, EBITDA, etc.) | Not disclosed/Not applicable for directors | No performance conditions disclosed for director compensation grants |
Other Directorships & Interlocks
- Serves as director at companies owned by Lindsay Goldberg funds (specific companies not named in proxy) .
- Board interlocks: Multiple Sponsor-affiliated directors (Lindsay Goldberg and American Securities) serve on Amentum’s Board and key committees; Triedman chairs Compensation while Sponsor retains nomination and information rights, creating potential influence vectors .
Expertise & Qualifications
- Private and public company directorship experience; private equity investing; financial and strategic planning expertise; industry exposure in industrials, government contracting, and professional services .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | As-of Date |
|---|---|---|---|
| Russell Triedman | 0 | —% | December 20, 2024 |
| Shares Outstanding | 243,302,257 | — | December 20, 2024 |
- Director stock ownership guidelines: For non-employee directors who receive share-based compensation, required ownership equals 5× annual cash retainer within five years; RSUs and deferred stock units count. For Sponsor nominees receiving cash in lieu of equity, guidelines may not apply, weakening personal alignment .
- Hedging/pledging: Prohibited under company policy .
Governance Assessment
- Strengths
- Independent status and robust governance framework; fully independent Compensation and Nominating & Governance Committees .
- Experienced Compensation Committee leadership; use of independent consultant with no conflicts found .
- High shareholder support in the 2025 election; strong say-on-pay approval (188,654,754 For; 592,985 Against; 457,710 Abstain) .
- Risks and Potential Conflicts
- Sponsor affiliation: Triedman (Lindsay Goldberg) chairs Compensation while Sponsor retains significant nomination and information rights; corporate opportunity renouncement could allow Sponsor-affiliated directors to pursue opportunities outside Amentum, creating perceived conflicts of interest .
- Alignment: Triedman personally holds no Amentum shares; equity grants replaced by cash paid to employer for Sponsor designees, diluting “skin in the game” and undermining director ownership guideline intent .
- Related-party legacy exposure: Prior management consulting agreement with American Securities LLC and Goldberg Lindsay & Co. LLC at Legacy Amentum (terminated upon the Transaction), highlighting historical sponsor fee arrangements .
RED FLAGS
- No personal share ownership and cash-in-lieu-of-equity for Sponsor nominees (weaker ownership alignment) .
- Compensation Committee Chair with sponsor affiliation amid Sponsor nomination and information rights (potential influence over pay and governance) .
- Corporate opportunity renouncement for Sponsor-affiliated directors, increasing perceived conflict potential .
Supplementary Voting Data (Shareholder Support Indicators)
| Item | Result |
|---|---|
| Election of Russell Triedman | 187,676,832 For; 1,911,116 Against; 117,501 Abstain; 12,678,253 broker non-votes |
| Advisory Vote on NEO Compensation (Say-on-Pay) | 188,654,754 For; 592,985 Against; 457,710 Abstain; 12,678,253 broker non-votes |
| Advisory Vote on Frequency | “One year” approved (188,393,843 For 1 year) |