Sandra Rowland
About Sandra E. Rowland
Sandra E. Rowland, age 53, is an independent director at Amentum (AMTM), serving since 2024 and currently chairs the Audit Committee as a designated SEC “audit committee financial expert.” She previously served as CFO of Xylem Inc. (2020–2023) with a senior advisor role thereafter (2023–2024), and CFO of Harman International (2015–2020); earlier roles include corporate development and investor relations at Harman (2012–2014), and finance leadership positions at Eastman Kodak and PwC. Her education includes a B.A. in economics and business from Lafayette College and an MBA from the University of Rochester’s Simon School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Xylem Inc. | Senior Vice President & CFO; Senior Advisor | CFO 2020–2023; Senior Advisor 2023–2024 | Central role in $7.5B Evoqua acquisition and integration |
| Harman International | EVP & CFO | 2015–2020 | Instrumental in Samsung’s acquisition of Harman (2017); led finance strategy |
| Harman International | Corporate Development & Investor Relations | 2012–2014 | Led IR and M&A support |
| Eastman Kodak Company | Financial leadership positions | Not disclosed | Finance operations experience |
| PricewaterhouseCoopers LLP | Financial roles | Not disclosed | Accounting and finance operations experience |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Oshkosh Corporation | Director | Current | Audit and Human Resources Committees |
| Fortifi Food Processing Solutions (KKR portfolio) | Director & Audit Committee Chair | Current | Audit Chair |
Board Governance
- Independence: The Board determined Ms. Rowland is independent under NYSE standards; AMTM’s Board has a majority of independent directors .
- Committee assignments: Audit Committee Chair; designated SEC “audit committee financial expert” (Rowland and Loughran) .
- Audit Committee composition: All current Audit Committee members were proposed by Jacobs per Stockholders Agreement provisions, reflecting transitional governance balance post-Transaction .
- Attendance: The Board and committees did not meet in FY2024 due to formation at fiscal year-end; attendance data is not yet available .
- Engagement: Directors completed orientation on fiduciary duties and SEC compliance; AMTM provides NACD membership and ongoing continuing education .
- Governance practices: Prohibitions on hedging, pledging, short sales, derivatives, margin accounts; no waivers to date; robust stock ownership guidelines and annual performance assessments .
Fixed Compensation
| Component | Amount (through 3/5/25) | Notes |
|---|---|---|
| Board Cash Retainer | $62,500 | 50% of Jacobs-level for partial year (service began 9/27/24) |
| Committee Chair Additional Retainer | $12,500 | Applicable to Audit Chair (Rowland) |
| Meeting Fees (excess meetings) | $2,000 per meeting | For meetings beyond thresholds; general policy |
Director compensation was aligned to Jacobs director levels for the initial period, paid 50% due to ~6 months service before the March 5, 2025 annual meeting .
Performance Compensation
| Equity Vehicle | Grant Value ($) | Grant Mechanics | Vesting |
|---|---|---|---|
| RSUs | $95,000 | RSU count = $95,000 ÷ 20‑day VWAP (10/3–10/30/2024) | Vests on March 5, 2025 (2025 Annual Meeting) |
Other Directorships & Interlocks
- Public company directorship: Oshkosh Corporation; roles on Audit and Human Resources committees .
- Private company: Fortifi Food Processing Solutions (KKR portfolio); Audit Committee Chair .
- Structural governance context: All Audit Committee members (including Chair) currently proposed by Jacobs under Stockholders Agreement; AMTM and Jacobs maintain multiple transitional agreements (TSA, project services, tax matters, registration rights) post-Transaction, which the Audit Committee oversees in financial reporting and compliance contexts .
Expertise & Qualifications
- Finance leadership and transaction execution: CFO roles at Xylem and Harman; led large-scale acquisitions and integrations (Evoqua at $7.5B; Samsung acquisition of Harman) .
- Audit and governance expertise: Audit Committee Chair at AMTM; designated SEC financial expert; audit committee service at Oshkosh; audit chair at Fortifi .
- Educational background: B.A. (Lafayette College); MBA (Simon School) .
- Core skills: Financial strategy, investor relations, M&A, accounting and finance operations .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | As of |
|---|---|---|---|
| Sandra E. Rowland | 0 | —% | December 20, 2024 |
- Director stock ownership guidelines: 5x annual cash retainer requirement; five-year compliance window; RSUs and DSUs count toward compliance .
- Hedging/pledging: Prohibited under Insider Trading Policy; applies to directors; no waivers to date .
Governance Assessment
- Board effectiveness and expertise: As Audit Chair and SEC financial expert, Rowland provides strong oversight of financial reporting, internal controls, and compliance—critical amid integration and multiple post-Transaction agreements (TSA, Project Services, Tax Matters) that require rigorous audit committee oversight .
- Independence and alignment: Independent status and strict hedging/pledging prohibitions support investor alignment; director stock ownership guidelines further align incentives over time .
- Compensation structure: Balanced mix of cash retainer and time‑vested RSUs (vesting at the annual meeting) aligns with standard governance practice; chair stipend appropriately recognizes committee workload .
- Attendance/engagement: No FY2024 meetings due to late-year board formation; orientation and continuing education processes are established to support near‑term effectiveness .
- Potential conflicts and structural red flags:
- All Audit Committee members proposed by Jacobs during the transitional period may raise perception risk around independence of committee composition; mitigated by AMTM’s determination that all members (including Rowland) meet NYSE/SEC independence and financial literacy requirements .
- Related person transactions require Audit Committee pre‑approval; the proxy does not disclose any related‑party transactions involving Rowland specifically .
- Current beneficial ownership shows 0 shares as of 12/20/24, which may indicate initial alignment is largely via RSUs pending vesting; guidelines require building ownership to 5x cash retainer within five years .
Overall signal: Rowland’s finance pedigree and Audit Chair role are positives for investor confidence; watch committee composition dynamics during the Jacobs transition and monitor ownership build versus guideline over the next five years .