Herbert Parker
AMERICAN AXLE & MANUFACTURING HOLDINGSAbout Herbert K. Parker
Herbert K. Parker (age 66) is an independent director of American Axle & Manufacturing (AAM), serving since 2018. He is a retired executive who held senior finance and operating roles at Harman International (EVP Operational Excellence 2015–2017; EVP & CFO 2008–2014) and ABB (multiple CFO roles and finance leadership across regions 1980–2008), and is designated an Audit Committee financial expert under SEC rules, reflecting deep finance, audit, and risk management expertise. Parker serves on AAM’s Audit and Nominating/Corporate Governance Committees and is part of a board where all directors other than the CEO are independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harman International Industries, Inc. | EVP, Operational Excellence | 2015–2017 | Led operational excellence initiatives, M&A oversight, internal audit, tax; broad global operating activities and capital allocation experience. |
| Harman International Industries, Inc. | EVP & Chief Financial Officer | 2008–2014 | Finance leadership; strategic planning and risk management. |
| ABB, Inc. and related ABB companies | CFO, North America | 2006–2008 | Regional finance leadership. |
| ABB Automation Technologies Division | CFO | 2002–2005 | Divisional CFO responsibilities. |
| ABB (Asia, Europe, North America) | Various finance roles | 1980–2002 | Progressive finance roles across geographies. |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| TriMas Corporation | Director | Since March 2015 | Public company board service. |
| Apogee Enterprises, Inc. | Director | Since May 2018 | Public company board service. |
| nVent Enterprises Plc. | Director | Since May 2018 | Public company board service. |
| Stamford, Connecticut YMCA | Director (non-profit) | Not disclosed | Community/non-profit engagement. |
Board Governance
- Independence: The Board determined all directors other than the CEO (David C. Dauch) are independent under NYSE and AAM guidelines; committees (Audit, Compensation, Nominating/Corporate Governance) are composed solely of independent directors.
- Committee assignments (2024 meetings): Audit (4) – Member and Audit Committee financial expert; Nominating/Corporate Governance (5) – Member.
- Lead Independent Director: James A. McCaslin; independent directors hold regular executive sessions.
- Board activity and attendance: Board met 9 times in 2024; overall Board and committee attendance was 92%; all directors then in office attended the 2024 annual meeting.
- Risk oversight: Audit Committee oversees financial reporting integrity, internal audit, ethics/compliance, hedging/derivatives, and cybersecurity; Nominating/Corporate Governance oversees governance, succession, sustainability, and human capital; Compensation Committee monitors compensation risk; Technology Committee oversees product/innovation risk.
- Governance practices: Stock ownership requirements for directors; proxy access; majority vote standard; anti-hedging and anti-pledging policies; limits on other board service.
Fixed Compensation
| Component (Non‑Employee Director) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Standard director retainer for 2024. |
| Committee chair retainers | Audit: $25,000; Compensation: $20,000; Other: $15,000 | Not applicable to Parker in 2024 (not shown as chair). |
| Lead Independent Director retainer | $50,000 | Increased by $15,000 effective Jan 1, 2024 (applies to Lead Director, not Parker). |
| Annual equity grant value | $150,000 | Increased from $135,000 effective Jan 1, 2024. |
| 2024 fees earned (Parker) | $110,000 | Cash component received. |
| 2024 stock awards (Parker) | $150,001 | Fair value of RSUs granted on May 2, 2024. |
| 2024 other compensation (Parker) | $500 | Reimbursed taxes for spousal travel benefits. |
| 2024 total (Parker) | $260,501 | Sum of cash, equity fair value, and other comp. |
Policy highlights:
- Director stock ownership guideline: 5x annual cash retainer; counted shares include unvested RSUs and deferred RSUs.
- Insider Trading Policy: Pre-clearance, blackout periods; prohibits short sales, hedging, derivatives, and margin purchases.
- Anti‑hedging and anti‑pledging: Hedging and pledging of AAM stock are prohibited for directors.
Performance Compensation
- Directors do not receive performance-based equity; the annual director RSUs vest in one year, payable in stock, with optional deferral until after board service.
| Equity Award (Parker) | Grant Date | Shares (#) | Grant Date Value | Vesting |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | May 2, 2024 | 20,492 | $150,000 | One-year cliff; accelerated on death, disability, or change in control; settlement deferrable. |
Other Directorships & Interlocks
| External Board | Overlap/Interlock Risk to AAM | Notes |
|---|---|---|
| TriMas Corporation | Not disclosed | No AAM-related party transactions disclosed involving Parker. |
| Apogee Enterprises, Inc. | Not disclosed | No AAM-related party transactions disclosed involving Parker. |
| nVent Enterprises Plc. | Not disclosed | No AAM-related party transactions disclosed involving Parker. |
Expertise & Qualifications
- Audit Committee financial expert under SEC rules; deep finance, audit, accounting, investments, strategic planning, human capital, and risk management expertise.
- Senior finance leadership across global operations (Harman EVP/CFO; ABB divisional/North America CFO); M&A, IT, internal audit, tax experience.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | RSUs Outstanding |
|---|---|---|---|
| Herbert K. Parker | 140,479 | <1% | 20,492 |
| Notes | Beneficial ownership includes deferred/vested RSUs per proxy methodology; outstanding shares 118,333,473 (record date March 6, 2025). | — | RSU count reflects 2024 grant outstanding as of year-end. |
| Citations: (beneficial ownership table and shares outstanding), (RSUs outstanding by director), (ownership guideline counting method). |
Policy alignment:
- Ownership guideline: 5x annual cash retainer; directors expected to meet within five years of election.
- Prohibited: Hedging and pledging of AAM stock.
Governance Assessment
- Board effectiveness: Parker brings seasoned CFO-level oversight and is an Audit Committee financial expert; placement on Audit and Nominating/Corporate Governance aligns with his strengths in finance, risk, succession, and sustainability oversight.
- Independence, attendance, engagement: Independent status confirmed; Board met 9 times in 2024 with 92% overall attendance and regular executive sessions of independent directors; directors expected to attend all meetings, and all directors then in office attended the 2024 annual meeting.
- Compensation alignment: Director pay emphasizes equity alignment (annual $150k RSUs vesting in one year), ownership guidelines, and prohibitions on hedging/pledging; limited “other” compensation relates to tax reimbursements for spousal travel.
- Conflicts/related-party exposure: Proxy discloses related-party transactions involving the CEO; no transactions disclosed involving Parker.
- Shareholder signals: AAM’s say‑on‑pay received 94% approval in 2024, and the Board reports proactive shareholder engagement and governance refreshment, supporting investor confidence in oversight practices.
RED FLAGS: None disclosed specific to Parker (no related-party transactions; anti‑hedging/pledging in effect; independent committee service; multiple external boards mitigated by AAM limits on outside board service).