David Walker
AMERICAN AXLE & MANUFACTURING HOLDINGSAbout David Walker
David B. Walker is an independent director of American Axle & Manufacturing (AAM) appointed August 6, 2025, serving as a Class II director with a term through the 2028 annual meeting . He retired as Vice Chairman of Investment Banking at J.P. Morgan in June 2025 after leadership roles including Head of J.P. Morgan’s Automotive Group and Global Co‑Head of Diversified Industries; he holds a B.A. from Amherst College (1985, cum laude) and an MBA in finance from Wharton (1990) . He is currently a director of The Arc of Westchester Foundation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| J.P. Morgan | Vice Chairman of Investment Banking | 2018–Jun 2025 | Senior strategic advisor on financing/M&A; broad industry coverage |
| J.P. Morgan | Global Co‑Head, Diversified Industries Group | 2012–2018 | Led multi‑sector coverage platform |
| J.P. Morgan | Head, Automotive Group | 2008–2012 | Led auto sector coverage; OEM and supplier capital markets/M&A |
| J.P. Morgan (London) | Ran Equity Syndicate Group | 1996–1998 | Global ECM execution leadership |
| J.P. Morgan | Equity Capital Markets (origination/execution: IPOs, rights, convertibles) | 1990–1996 | Led ECM transactions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Arc of Westchester Foundation | Director | Current | Non‑profit board service |
Board Governance
- Independence: Designated independent director upon election to AAM’s Board .
- Classification/Term: Class II; term runs to the 2028 annual meeting .
- Committee assignments: Not disclosed as of Aug–Nov 2025 in filed materials.
- Attendance: Not yet disclosed for Walker. Board met 9 times in 2024 with overall attendance of 92% .
- Lead Independent Director and executive sessions: AAM maintains a Lead Independent Director with executive session responsibilities (current LID: James A. McCaslin) .
Fixed Compensation
AAM’s non‑employee director cash compensation policy (Walker is eligible to participate as a non‑employee director) :
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Non‑employee directors |
| Audit Committee Chair retainer | $25,000 | Incremental to annual retainer |
| Compensation Committee Chair retainer | $20,000 | Incremental |
| Other Committee Chair retainer | $15,000 | Incremental |
| Lead Independent Director retainer | $50,000 | Increased by $15,000 effective Jan 1, 2024 |
Director stock ownership guidelines require holdings equal to ≥5× annual cash retainer; compliance expected within five years; hedging and pledging are prohibited .
Performance Compensation
AAM’s director equity program (2024 policy; Walker is eligible under standard non‑employee director arrangements) :
| Grant Type | Grant Date | Shares/Value | Vesting | Other Terms |
|---|---|---|---|---|
| RSUs (annual director grant) | May 2, 2024 | 20,492 RSUs; $150,000 grant date value | One‑year cliff vest | Payable in stock; directors may elect deferral; vesting accelerates upon death, disability or change‑in‑control |
Other Directorships & Interlocks
| Relationship | Details | Potential Conflict/Interlock |
|---|---|---|
| Prior employment at J.P. Morgan | Walker retired Jun 2025 as Vice Chairman of Investment Banking | Perceived conflict given J.P. Morgan’s advisory role to AAM in 2025 |
| AAM adviser: J.P. Morgan | J.P. Morgan Securities LLC/PLC serving as exclusive financial adviser to AAM on Dowlais combination; contacts listed in AAM’s Oct 27, 2025 8‑K | Advisory interlock risk; recommend recusal on items involving J.P. Morgan |
| AAM financing relationships | JPMorgan Chase Bank, N.A. is Administrative Agent under AAM’s Amended & Restated Credit Agreement (latest amended Feb 24, 2025) | Bank counterparty interlock; monitor independence in financing decisions |
| AAM escrow arrangements | JPMorgan Chase Bank, N.A. engaged as escrow agent for AAM notes offering per Oct 3, 2025 8‑K | Transaction services interlock |
Expertise & Qualifications
- Capital markets/M&A expertise from 35 years advising global companies; deep financing, strategy, acquisitions experience .
- Automotive industry coverage leadership (Head of Automotive Group) aligns with AAM’s OEM/supplier landscape .
- Education: Amherst College (B.A., cum laude, 1985) and Wharton School (MBA, 1990) .
Equity Ownership
| Item | Status |
|---|---|
| Total beneficial ownership (AAM shares) | Not disclosed for Walker in March 6, 2025 beneficial ownership table; he was appointed later in 2025 |
| Ownership guidelines | Directors must hold ≥5× annual cash retainer; expected to meet within five years |
| Hedging/pledging | Prohibited for directors under AAM policy |
Governance Assessment
- Strengths: Independent designation; extensive financing and auto sector expertise helpful for AAM’s capital structure and strategic transactions; robust director ownership guidelines and anti‑hedging/pledging policies; established board processes (executive sessions, committee charters) .
- Shareholder votes: 2025 say‑on‑pay received 70,539,124 For; 27,572,571 Against; 353,615 Abstain (broker non‑votes 7,637,423) .
- Risks/RED FLAGS: Potential perceived conflict due to recent senior role at J.P. Morgan while J.P. Morgan advises AAM and is a financing counterparty—best practice is recusal from decisions/contracts involving J.P. Morgan; committee assignments and attendance for Walker not yet disclosed, limiting evaluation of board‑level engagement .
Monitoring recommendations: Track committee appointments in subsequent filings (8‑K/DEF 14A), any Form 4 ownership updates, and disclosures of recusals regarding J.P. Morgan‑related matters to confirm independence safeguards .