Steve Demetriou
About Steve Demetriou
Steve J. Demetriou is Amentum’s Executive Chair and a director since 2024; age 66, with a B.S. in Chemical Engineering from Tufts University and more than 35 years of senior leadership experience including CEO roles at Noveon (2001–2004), Aleris (2004–2015), and Jacobs, where he served as CEO (2015), became Chair and CEO (2016), and transitioned to Executive Chair in 2023 before joining Amentum at close of the 2024 transaction . Amentum’s fiscal 2024 performance baseline for the combined entity included GAAP revenues of $8.4B (+7% YoY), GAAP net loss of $82M, pro forma revenues of $13.9B (+4% YoY), and pro forma adjusted EBITDA of $1,052M (+7% YoY; margin +20 bps to 7.6%), establishing the operating context for Demetriou’s Executive Chair role post-merger . The Board leadership structure explicitly assigns Demetriou as Executive Chair for two years post-transaction, with a Lead Independent Director to ensure independent oversight given his non-independent status under NYSE rules .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Jacobs Solutions Inc. | CEO; then Chair & CEO; later Executive Chair | CEO 2015; Chair & CEO 2016; Executive Chair 2023–2024 | Led portfolio, operations, and culture transformation; accelerated profitable growth; reshaped into next‑generation solutions provider |
| Aleris Corporation | Chairman & CEO | 2004–2015 | Senior leadership across industrials; global strategic and operational execution |
| Noveon Inc. | President & CEO | 2001–2004 | Leadership across specialty chemicals; international operating experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| FirstEnergy Corp. | Director | Not disclosed | Current public board service |
| Arcosa Inc. | Director | Not disclosed | Current public board service |
Fixed Compensation
| Metric | FY2024 | FY2025 |
|---|---|---|
| Base Salary | $1,250,000 | $1,250,000 |
| Target Bonus (% of Salary) | 100% | 100% |
| Target Bonus ($) | $1,250,000 | $1,250,000 |
| Actual Annual Cash Incentive Paid | $1,306,422 (104.4% of target) | Not disclosed (payout not yet reported) |
Performance Compensation
| Program | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| FY2024 Jacobs LPP (Demetriou) | Operating Profit | 60% | Not disclosed | Not disclosed | 104.4% overall for Demetriou | RSUs vested 9/18/2024; converted to Amentum RSUs at close with same terms |
| FY2024 Jacobs LPP (Demetriou) | Avg Gross Profit RPO/Backlog Growth | 15% | Not disclosed | Not disclosed | See above | See above |
| FY2024 Jacobs LPP (Demetriou) | DSO | 10% | Not disclosed | Not disclosed | See above | See above |
| FY2024 Jacobs LPP (Demetriou) | EBITDA Margin | 10% | Not disclosed | Not disclosed | See above | See above |
| FY2024 Jacobs LPP (Demetriou) | GHG Emissions from Business Travel | 5% | Not disclosed | Not disclosed | See above | See above |
| FY2025 Amentum STIP (Execs) | Adjusted EBITDA | 65% | Not disclosed | Not disclosed | Not disclosed | Cash payout per STIP terms |
| FY2025 Amentum STIP (Execs) | DSO | 20% | Not disclosed | Not disclosed | Not disclosed | Cash payout per STIP terms |
| FY2025 Amentum STIP (Execs) | Net Debt Reduction | 15% | Not disclosed | Not disclosed | Not disclosed | Cash payout per STIP terms |
| FY2025 Amentum LTIP (Execs) | PSUs: 3‑yr Cum Adjusted EBITDA | 50% | Not disclosed | Not disclosed | Not disclosed | 3‑year performance period; vests at end of cycle |
| FY2025 Amentum LTIP (Execs) | PSUs: 3‑yr Cum Free Cash Flow | 50% | Not disclosed | Not disclosed | Not disclosed | 3‑year performance period; vests at end of cycle |
| FY2025 Amentum LTIP (Execs) | RSUs | 50% vehicle mix | N/A | N/A | N/A | 3‑year ratable vesting |
| FY2025 Demetriou LT Target | Time‑Based RSUs | — | $2,500,000 target value | N/A | N/A | Demetriou’s LT awards during initial term vest no later than first anniversary of grant |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 678,566 shares (includes 23,550 held by spouse) |
| Ownership as % of Outstanding | <1% (based on 243,302,257 shares outstanding) |
| Vested vs Unvested | Outstanding award detail not disclosed in proxy sections reviewed; Jacobs RSUs converted to Amentum RSUs with same vesting terms; certain acceleration upon CIC as described |
| Hedging/Pledging | Company policy prohibits hedging, short sales, frequent trading, use of margin accounts, and pledging of company securities |
| Executive Ownership Guidelines | Company states robust executive stock ownership guidelines; details referenced in CD&A; non‑employee director guideline is 5× annual cash retainer (5‑year compliance window) |
Employment Terms
| Provision | Demetriou Terms |
|---|---|
| Role & Term | Executive Chair; expected two years following 9/27/2024 transaction close |
| Base Salary | $1,250,000 during initial term |
| Target Annual Bonus | 100% of base salary; same performance conditions as CEO STIP |
| Long‑Term Incentive | Target $2,500,000 per year; awards granted during initial term vest no later than first anniversary of grant; FY2026 LT award vests regardless of continued employment if employed through initial term |
| Severance (No CIC) | If terminated without Cause or resigns for Good Reason: 1.5× (base + target bonus), pro‑rata bonus, COBRA/life/financial planning cash payments, outplacement; immediate vesting of LT awards granted during initial term |
| CIC Severance | In CIC period (3 months prior to and 24 months post-CIC): 2× (base + average bonus), pro‑rata bonus, extended COBRA/life/financial planning cash payments and outplacement; full acceleration of unvested equity at target performance |
| Clawbacks | Company policy provides for recoupment of equity‑based compensation in event of misconduct leading to a restatement |
| Restrictions | Insider Trading Policy prohibits hedging, pledging, margin accounts, short sales, and derivative transactions |
Board Governance
- Service and independence: Executive Chair; not independent under NYSE rules; director since 2024 .
- Board leadership design: Executive Chair with Lead Independent Director (Benjamin Dickson) to provide independent oversight and executive sessions; committees are fully independent .
- Committee roles: Demetriou is not listed as a member of Audit, Compensation, or Nominating & Governance committees .
- Board/committee meetings in FY2024: None; Board was appointed at fiscal year end post‑transaction .
- Director compensation: Employee directors (including Demetriou) do not receive additional director compensation .
Compensation Structure Analysis
- Mix and risk: FY2025 sets Demetriou’s LT target entirely in time‑based RSUs ($2.5M) that vest within one year during the initial term, shifting his equity exposure toward time‑based grants versus performance‑based awards, while maintaining a 100% of base salary annual bonus tied to CEO‑level STIP metrics .
- Peer benchmarking: Compensation evaluated against a government services/engineering peer set revised for FY2025 (e.g., BAH, LDOS, SAIC, FLR, VVX), with the committee not targeting a fixed percentile but considering holistic market and role factors .
- Policies and governance: No single‑trigger CIC; clawbacks in place; hedging/pledging prohibited; independent consultant (Farient) advising committee .
Related Party & Sponsor Governance Considerations
- Sponsor Stockholder rights: Certain director nominations and consent rights; standstill and transfer restrictions; registration rights for sponsor and Jacobs .
- Corporate opportunities renunciation and indemnification provisions for sponsor‑affiliated directors .
- Director compensation for non‑employees mirrors legacy Jacobs for partial year; lead independent director and committee chair retainers disclosed .
Performance & Track Record
- Baseline operating performance (FY2024): GAAP revenues $8.4B (+7% YoY), GAAP net loss $82M; pro forma revenues $13.9B (+4% YoY), pro forma adjusted EBITDA $1,052M (+7% YoY; margin 7.6%, +20 bps) .
- FY2024 annual incentive outcomes: Demetriou earned 104.4% of target (Jacobs LPP metrics mix), indicating above‑target performance versus plan inputs during the transition year .
- Strategic leadership: Led significant portfolio transformation at Jacobs prior to Amentum formation and brings deep public company CEO/chair experience .
Equity Ownership & Director Compensation (For completeness)
| Component | Amount |
|---|---|
| Director Cash Retainer (non‑employee; through 3/5/25) | $62,500 |
| Equity Award (non‑employee; through 3/5/25) | $95,000 RSUs, vest at 2025 annual meeting; cash paid to certain sponsor-affiliated directors instead of equity |
| Lead Independent Director Additional Retainer | $50,000 |
| Committee Chair Additional Retainer | $12,500 |
Risk Indicators & Red Flags
- Hedging/pledging prohibited (reduces misalignment risk) .
- No excise tax gross‑ups under Severance Plan; payments may be cut to avoid Section 4999 excise if beneficial after‑tax .
- Robust independent board committees and lead independent director mitigate dual‑role independence concerns .
- Equity awards (for Demetriou) vest within one year during initial term—creates a near‑term vesting supply schedule; note potential sellability if trading windows open, subject to policy and 10b5‑1, though specific plans not disclosed in reviewed filings .
Investment Implications
- Demetriou’s package balances cash with substantial time‑based equity that vests within one year during his initial term, signaling near‑term alignment but lower performance‑risk versus PSUs; annual bonus remains performance‑linked (EBITDA/DSO/net debt), preserving pay‑for‑performance on cash incentives .
- Strong governance mitigants (lead independent director, independent committees, clawbacks, anti‑hedging/pledging) temper dual‑role independence concerns; employee‑director status removes separate director pay .
- CIC severance and full equity acceleration at target (double‑trigger) is competitive but increases event‑risk costs; short vesting windows on LT awards create defined supply timing that investors should monitor for potential insider sales post‑vesting under company policies .
- FY2024 baseline performance and contract wins underpin the financial framework for FY2025 STIP/PSU goals; monitoring execution against adjusted EBITDA, cash flow, DSO, and deleveraging targets will indicate incentive realization and signal management confidence .