Aleksandra Miziolek
AMERICAN AXLE & MANUFACTURING HOLDINGSAbout Aleksandra A. Miziolek
Aleksandra A. Miziolek, age 68, is an independent Class II director of American Axle & Manufacturing (AAM) and was appointed to the Board effective March 15, 2024, with her term expiring at the 2028 annual meeting; she serves on the Nominating/Corporate Governance and Technology Committees . Her background includes senior leadership at Cooper‑Standard (SVP, Chief Transformation Officer, General Counsel, Corporate Secretary, Chief Compliance Officer) and 30+ years as a corporate attorney at Dykema, with expertise in transformation, M&A, international business, strategic planning, innovation, human capital, and risk management; she is also a NACD Board Leadership Fellow and active in multiple civic organizations .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cooper‑Standard Holdings, Inc. | SVP, Chief Transformation Officer; General Counsel; Corporate Secretary; Chief Compliance Officer | 2014–2019 | Led transformational initiatives and global legal/compliance functions |
| Dykema Gossett PLLC | Member; Director, Automotive Industry Group | 1982–2014 | Advised global businesses on complex automotive legal matters; industry depth |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Solid Power, Inc. | Director | Since 2021 | Public company directorship (battery technology) |
| Exro Technologies Inc. | Director | Since 2023 | Public company directorship (power electronics) |
| Tenneco, Inc. | Director (prior) | 2020–2022 | Prior public board experience |
| Assembly Ventures | Operator Advisor | Since 2021 | VC advisory role |
| OurOffice, Inc. | Advisor | Since 2021 | B2B SaaS advisory role |
| Citizens Research Council of Michigan; International Women’s Forum; MiSide | Director/Member | Various | Civic and professional involvement; NACD Board Leadership Fellow |
Board Governance
- Independence: The Board determined that all directors other than the CEO are independent under NYSE standards; Ms. Miziolek is independent .
- Leadership and structure: Combined Chair/CEO with a Lead Independent Director (James A. McCaslin); independent directors hold regular executive sessions .
- Meetings and attendance: The Board met 9 times in 2024; overall Board and committee attendance was 92%; all directors then in office attended the 2024 annual meeting .
- Committees (independent): Ms. Miziolek serves on:
- Nominating/Corporate Governance Committee (5 meetings in 2024; oversight of governance, succession, sustainability, and HCM)
- Technology Committee (4 meetings in 2024; oversight of product and technology strategy)
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees earned or paid in cash | $87,083 | Reflects annual retainer and any committee chair retainers (none indicated for her; she is not a chair) |
| Standard annual cash retainer (Board-wide) | $110,000 | Board-approved schedule effective 2024 |
| Committee chair fees (Board-wide schedules) | Audit: $25,000; Compensation: $20,000; Other: $15,000 | Applies to committee chairs; Ms. Miziolek is not shown as a chair |
| Lead Independent Director retainer (Board-wide) | $50,000 | Increased by $15,000 effective 1/1/2024; not applicable to her |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting & Terms |
|---|---|---|---|---|
| RSUs (annual director grant) | May 2, 2024 | 20,492 | $150,001 | One-year cliff vest; payable in stock; directors may elect to defer settlement until after service ends |
AAM’s director equity is time-based RSUs (no performance metrics); the Board increased the annual director equity grant value from $135,000 to $150,000 effective January 1, 2024 to align with peer median .
Other Directorships & Interlocks
| Company | Industry Link to AAM | Potential Interlock Risk |
|---|---|---|
| Solid Power, Inc. | Battery technology adjacent to AAM’s electrification strategy | No related-person transactions disclosed involving Ms. Miziolek; monitoring recommended for supplier/customer ties |
| Exro Technologies Inc. | Power electronics for mobility; adjacent to AAM’s EV components | Same as above; no related-person transactions disclosed involving her |
| Tenneco, Inc. (prior) | Tier-1 auto supplier; industry expertise | Prior service ends 2022; no current interlock noted |
Expertise & Qualifications
- Transformation leadership and governance: Former SVP/Chief Transformation Officer and General Counsel at Cooper‑Standard; extensive legal/regulatory and M&A experience in global automotive .
- Strategic, international and risk oversight: Skills span international business, strategic planning, innovation/technology, human capital, and risk management—matching AAM’s prioritized board skills .
- Professional credentials and engagement: NACD Board Leadership Fellow; civic and professional associations reflect governance engagement .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 20,492 (<1% of outstanding) |
| RSUs outstanding (incl. deferred) | 20,492 |
| Anti-hedging/anti-pledging policy | Hedging and pledging of AAM stock prohibited for directors |
| Director ownership guidelines | ≥5x annual cash retainer; expected within 5 years; counts direct shares, deferred and unvested RSUs |
Governance Assessment
- Effectiveness and independence: Independent director with relevant committee assignments (governance and technology) at an inflection point for AAM’s electrification strategy; Board committees are wholly independent and hold executive sessions—supportive of robust oversight .
- Engagement and oversight signals: Lead Independent Director and Board emphasize shareholder engagement and responsiveness; 2024 say‑on‑pay support was 94%, reflecting investor confidence in compensation governance .
- Alignment: Director equity (RSUs) and ownership guidelines (5x retainer within five years) reinforce alignment; anti‑hedging/pledging policies reduce misalignment risk .
- Conflicts and related‑party checks: Related‑person transactions disclosed in 2024 involved the CEO/family (supplier and family employment), not Ms. Miziolek; Audit Committee oversight and policy procedures in place—no red flags identified for her .
- Attendance and diligence: Board met 9 times with 92% overall attendance; her committees met 5 (Nominating/CG) and 4 (Technology) times in 2024, supporting active committee workloads; per‑director attendance not individually disclosed .
Red flags: None identified specific to Ms. Miziolek. AAM reimburses tax gross‑ups for spousal travel in limited cases for directors generally, but Ms. Miziolek had no “All Other Compensation” in 2024—mitigating the concern for her personally .