Vincent K. Brooks
About Vincent K. Brooks
A former four-star U.S. Army General, Vincent K. Brooks (age 66) is an independent director of Amentum Holdings, Inc. (AMTM) since 2024, serving on the Audit and Nominating & Governance Committees. He holds a B.S. in engineering from West Point and a master’s degree in military art and science from the U.S. Army School of Advanced Military Studies, and brings deep leadership, national security, and international relations expertise to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United States Army | Four-star General; numerous command and staff positions | 1980–2019 | Leadership in complex organizations, national security, military operations |
| Republic of Korea Combined Forces | Commander of Korean and U.S. combined forces | 2016–2018 | Combined/joint force leadership and international relations |
| U.S. Military Academy at West Point | Class of 1951 Distinguished Chair for the Study of Leadership | Prior (dates not disclosed) | Leadership education |
| CIA Director’s External Advisory Board | Member | Prior (dates not disclosed) | Intelligence oversight advisory |
| Defense Advisory Committee on Diversity and Inclusion | Member | Prior (dates not disclosed) | DEI advisory to DoD |
| Korea Defense Veterans Association | Chair and President | Prior (dates not disclosed) | Veteran advocacy leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| WestExec Advisors LLC | Principal | Since 2020 | Strategic advisory |
| Verisk Analytics Inc. | Director | Current | Board oversight |
| Diamondback Energy Inc. | Director; Chair of Nominating & Corporate Governance Committee | Current | Governance leadership |
| Gary Sinise Foundation | Vice Chair | Current | Non-profit leadership |
| Council on Foreign Relations | Life Member | Current | Policy community participation |
| Harvard Kennedy School Belfer Center | Visiting Senior Fellow | Current | National security policy research |
| UT Austin Clements & Strauss Centers | Distinguished Fellow | Current | International security and law scholarship |
Board Governance
- Independence: Determined independent by the Board under NYSE standards; AMTM’s board has a majority of independent directors .
- Committee assignments (current): Audit member; Nominating & Governance member. Audit Committee (all independent) chaired by Sandra E. Rowland; members: Rowland, Brooks, S. Leslie Ireland, Barbara L. Loughran. Nominating & Governance (all independent) chaired by Barbara L. Loughran; members: Loughran, Brooks, Russell Triedman, Connor Wentzell .
- Board leadership: Executive Chair (Steven J. Demetriou) with a Lead Independent Director (Benjamin Dickson); regular executive sessions of independent directors planned .
- Attendance: No board or committee meetings occurred in FY2024 due to the board being appointed at the transaction close late in FY2024 .
- Policies: Prohibitions on hedging, pledging, short sales, margin accounts, and speculative trading for directors; recoupment provision for executives’ equity-based pay upon misconduct leading to restatement .
- Shareholder support (2025 AGM vote outcome for Brooks):
Item Votes For Votes Against Abstained Broker Non-Votes Election of Vincent K. Brooks 188,044,770 1,515,482 145,197 12,678,253
Fixed Compensation
| Component | Amount (through 3/5/25) | Notes |
|---|---|---|
| Board Cash Retainer | $62,500 | 50% partial-year retainer aligned to Jacobs’ director pay |
| Equity Award (RSUs) | $95,000 | RSUs valued using 20-day VWAP (10/3/24–10/30/24); vest on the 2025 Annual Meeting date |
| Lead Independent Director Additional Retainer | $50,000 | Applies to Lead Independent Director (Brooks is not LID) |
| Committee Chair Additional Retainer | $12,500 | Applies to committee chairs (Brooks is not a chair) |
| Meeting Fees (excess) | $2,000 per meeting | For meetings beyond specified thresholds |
RSUs generally granted following the annual meeting; cash retainers paid quarterly in arrears. Certain sponsor-nominated directors receive cash in lieu of equity (not applicable to Brooks per disclosed names) .
Performance Compensation
| Equity Vehicle | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|
| RSUs (Director grant) | $95,000 | Vest on 3/5/25 (2025 Annual Meeting) | No director performance metrics disclosed (RSUs time-based) |
Director equity awards are time-based RSUs; no PSU/performance metric framework is disclosed for non-employee directors .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock Considerations |
|---|---|---|---|
| Verisk Analytics Inc. | Director | Not disclosed | Distinct industry (data/analytics); no AMTM-related transactions disclosed |
| Diamondback Energy Inc. | Director; Chair, Nominating & Corporate Governance | Chair | E&P sector; no AMTM-related transactions disclosed |
| Jacobs Solutions Inc. | Prior Director (until AMTM merger closing) | Prior Audit chair experience noted for other directors; not for Brooks | AMTM’s transaction with Jacobs created governance arrangements; Brooks left Jacobs board at closing |
- Committee balance: Until at least the second anniversary of the transaction, Audit/Compensation/Nominating & Governance must have equal numbers of directors proposed by Amentum Equityholder and by Jacobs; currently all Audit Committee members were proposed by Jacobs, indicating sponsor influence on committee composition (Brooks is an Audit member) .
- Related-party transactions: AMTM has a formal policy requiring Audit Committee approval for related-person transactions; no Brooks-related transactions are disclosed .
Expertise & Qualifications
- Significant government experience in national security, international relations, military operations; leadership in complex organizations; inclusion and diversity .
- Public company directorship and governance committee experience (Verisk director; Diamondback Energy nominating & governance chair) .
- Engineering and strategic studies education (West Point; U.S. Army School of Advanced Military Studies) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Stock | Reference Basis |
|---|---|---|---|
| Vincent K. Brooks | 6,966 | <1% | 243,302,257 shares outstanding as of 12/20/2024 |
- Director stock ownership guidelines: Non-employee directors receiving share-based compensation must reach stock ownership equal to 5× annual cash retainer within 5 years; RSUs and DSUs count toward compliance .
- Hedging/pledging: Company policy prohibits hedging and pledging of AMTM securities by directors and covered persons .
Governance Assessment
- Strengths: Independent status; dual committee service (Audit; Nominating & Governance); strong leadership and national security expertise; robust policies prohibiting hedging/pledging and providing governance oversight; director ownership guidelines support alignment .
- Shareholder support: Strong “FOR” vote for Brooks’ election (188.0M for vs. 1.5M against), indicating favorable investor confidence at the inaugural AGM .
- Considerations: Personal beneficial ownership is modest (<1%), typical for new public company directors but watch alignment over time relative to 5× retainer guideline; committee equal-representation obligations under the Stockholders Agreement and current Audit Committee composition proposed by Jacobs may raise optics on independence of oversight, though all committee members are independent per NYSE rules .
- RED FLAGS: None disclosed for Brooks—no related-party transactions, no pledging/hedging permitted; indemnification agreements are standard; no attendance data due to timing of board formation in FY2024 .