Stephen Arnette
About Stephen Arnette
Stephen A. Arnette is Chief Operating Officer of Amentum Holdings, Inc. (AMTM), with his employment agreement effective at the closing of Amentum’s transaction on September 27, 2024; his initial term is two years with automatic one‑year renewals and standard restrictive covenants (non‑compete, non‑solicit, confidentiality) . Education, age, and prior biography are not disclosed in the proxy. His FY2024 annual cash incentive under Jacobs’ Leadership Performance Plan (LPP) paid out at 85.2% of target ($511,203), and he realized $2,448,677 on RSU/PSU vesting; his FY2025 target pay comprises $750,000 base salary, 100% STIP target, and 50/50 PSUs/RSUs long‑term incentives tied to multi‑year Adjusted EBITDA and Free Cash Flow . Amentum prohibits hedging/pledging and has a clawback policy aligned with SEC/NYSE requirements; executive ownership guidelines require 3× base salary within five years from September 27, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amentum Holdings, Inc. | Chief Operating Officer | 2024–present | Executive operations leadership post‑Transaction; FY2025 incentives emphasize profitable growth, cash management, and deleveraging . |
External Roles
No external directorships or outside positions for Arnette are disclosed in the proxy .
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary ($) | $586,154 | $750,000 |
| Target Bonus (% of Salary) | 100% (Jacobs LPP) | 100% (Amentum STIP) |
| Target Bonus ($) | $600,000 | $750,000 |
| All Other Compensation ($) | $61,602 | — |
FY2024 Perquisites and Benefits Detail
| Component | Amount ($) |
|---|---|
| Executive Perquisite | $32,404 |
| Qualified Company Contributions to 401(k) | $12,075 |
| Executive Medical and Wellness Contributions | $13,597 |
| Employer Paid Insurance Premiums | $3,526 |
| Other | — |
| Total | $61,602 |
Notes:
- Arnette’s prior‑role salary was $600,000 in FY2024; upon becoming COO at closing, his salary increased to $750,000 .
- Government reimbursement caps may limit allowability of executive compensation on certain contracts (OMB cap $646,000 for 2024) .
Performance Compensation
FY2024 Annual Cash Incentive (Jacobs LPP)
| Metric | Weighting | Target/Actual | Payout | Payout ($) | Vesting/Payment |
|---|---|---|---|---|---|
| Operating Profit | 60% | Not disclosed | Included in total | — | Cash |
| Backlog/RPO Growth | 15% | Not disclosed | Included in total | — | Cash |
| DSO | 10% | Not disclosed | Included in total | — | Cash |
| EBITDA Margin | 10% | Not disclosed | Included in total | — | Cash |
| GHG Emissions (Business Travel) | 5% | Not disclosed | Included in total | — | Cash |
| Total LPP Award | — | — | 85.2% of target | $511,203 | Cash |
FY2024 Equity Awards (Jacobs Equity Plan; converted to AMTM RSUs at Transaction close)
| Vehicle | Target Value ($) | Vesting Terms | Performance Metrics |
|---|---|---|---|
| PSUs | $900,090 | November 2022 grant: 67.7% paid at closing; 33.3% converted to AMTM RSUs vesting Nov 2025. November 2023 grant: 33.3% paid at closing; 67.7% converted to AMTM RSUs vesting Nov 2026 . | Adjusted EPS and ROIC over 3 years |
| RSUs | $599,923 | Time‑based vesting over 4 years in equal annual installments . | Time‑based |
FY2025 STIP Design (Amentum)
| Metric | Weighting |
|---|---|
| Adjusted EBITDA | 65% |
| DSO | 20% |
| Net Debt Reduction | 15% |
FY2025 LTIP Design (Amentum)
| Vehicle | Weight | Performance/Vesting Period | Metrics |
|---|---|---|---|
| PSUs | 50% | 3‑year performance (2025–2027) | 3‑year Cumulative Adjusted EBITDA (50%), 3‑year Cumulative Free Cash Flow (50%) |
| RSUs | 50% | 3‑year ratable vesting | Time‑based |
Launch/One‑time RSU Grant (Post‑listing)
| Grant Date | Grant Value | Vesting |
|---|---|---|
| Nov 6, 2024 | $750,000 RSUs to Arnette | 50% on the 18‑month anniversary; 50% on the 3‑year anniversary |
FY2024 Realized on Vesting
| Shares Acquired on Vesting (#) | Value Realized ($) |
|---|---|
| 17,169 | $2,448,677 |
Equity Ownership & Alignment
Beneficial Ownership
| Date | Common Shares Owned | % of Shares Outstanding |
|---|---|---|
| Dec 20, 2024 | 20,786 | <1% (243,302,257 shares outstanding) |
| Nov 6, 2025 (post‑vesting) | 31,628 | <1% (beneficial post‑event) |
Outstanding/Unvested Awards and Vesting Schedule (as of FY2024 year‑end)
| Grant Footnote | Grant Date | Units Unvested (#) | Market Value ($) | Vesting Schedule |
|---|---|---|---|---|
| 1 | 9/27/2024 | 1,178 | $32,460 | Vest in full on Nov 17, 2025 |
| 2 | 9/27/2024 | 521 | $14,356 | Vest in full on Mar 4, 2025 |
| 3 | 9/27/2024 | 4,038 | $111,267 | 1,230 vest on Mar 2, 2025; 2,808 vest on Mar 2, 2026 |
| 4 | 9/27/2024 | 10,106 | $278,470 | Two equal installments on Nov 16, 2025 and Nov 16, 2026 |
| 5 | 9/27/2024 | 17,273 | $475,956 | Three equal installments on Nov 15, 2025, Nov 15, 2026, Nov 15, 2027 |
| 6 | 9/27/2024 | 3,681 | $101,430 | Vest in full on Nov 16, 2025 |
| 6 | 9/27/2024 | 4,596 | $126,642 | Vest in full on Nov 16, 2025 |
| 7 | 9/27/2024 | 10,984 | $302,663 | Vest in full on Nov 15, 2026 |
| 7 | 9/27/2024 | 10,395 | $286,433 | Vest in full on Nov 15, 2026 |
Insider Transactions
- On Nov 6, 2025, 12,701 shares were distributed upon RSU vesting (code M); 3,093 shares were withheld to cover taxes at $21.79 (code F); post‑event holdings were 31,628 common shares and 25,404 RSUs .
Alignment Policies
- Ownership Guidelines: Other executive officers must hold equity worth 3× base salary; five‑year compliance window from closing date (Sep 27, 2024) .
- Hedging/Pledging: Prohibited, including derivatives, margin accounts, and pledging as collateral .
- Clawback: Mandatory recovery of incentive compensation in event of accounting restatements under SEC/NYSE rules (3‑year lookback) .
- Options: No option awards or exercises disclosed for Arnette in FY2024 .
Employment Terms
| Term | Arnette |
|---|---|
| Initial Term | Two years from Closing Date (Sep 27, 2024); auto‑renews for one‑year terms unless 60‑day notice; at‑will employment subject to agreement terms |
| Severance (Without Cause / Good Reason) | 1.5× (base salary + target annual bonus), paid over 18 months; pro‑rated annual bonus based on actual performance; COBRA premium cash payment; life insurance premium cash payments (tax‑gross‑up for those premiums); financial planning premium payment; outplacement services |
| Death/Disability | Accrued rights + pro‑rated bonus; certain unvested LTI awards vest per plan terms |
| Change‑in‑Control / Acceleration | Converted Jacobs awards vest in full upon death/disability or if terminated without Cause/resigns for Good Reason within two years following an Amentum change‑in‑control, per Jacobs plan terms |
| Launch RSU Grant | $750,000 grant on Nov 6, 2024; 50% vests at 18 months, 50% at 3 years |
| Restrictive Covenants | Non‑competition and non‑solicitation; confidentiality; other customary restrictions |
| Governance Practice | No single‑trigger change‑in‑control; independent compensation consultant; executive ownership requirements |
Investment Implications
- Retention and incentive alignment: A two‑year initial term, multi‑year LTIP design (50/50 PSUs/RSUs), and launch RSU grant vesting at 18 months and 3 years create strong retention hooks through FY2027; FY2024 data show meaningful realized equity value ($2.45M) and an LPP payout at 85.2% of target .
- Upcoming supply/vesting cadence: Multiple AMTM RSU tranches vest across March and November 2025–2027, with specific 2025 dates (Mar 2, Mar 4, Nov 15–17) and larger 2026 tranches, which can contribute to predictable insider settlement activity; recent Form 4 indicates net share increases with tax withholding rather than open‑market sales .
- Pay‑for‑performance and deleveraging focus: FY2025 STIP emphasizes Adjusted EBITDA, DSO, and net debt reduction; PSUs tied equally to 3‑year cumulative EBITDA and FCF reinforce long‑term value creation and cash discipline .
- Governance and alignment safeguards: Prohibitions on hedging/pledging, mandatory clawbacks, and ownership requirements (3× salary within five years) mitigate misalignment risks; no single‑trigger CIC reduces windfall risk .