James McCaslin
AMERICAN AXLE & MANUFACTURING HOLDINGSAbout James A. McCaslin
James A. McCaslin (age 76) is AXL’s Lead Independent Director and has served on the Board since 2011. He is the retired President & Chief Operating Officer of Harley‑Davidson Motor Company and brings deep manufacturing and engineering leadership to AXL; he currently chairs the Compensation Committee and serves on the Audit, Nominating/Corporate Governance, Technology, and Executive Committees. The Board has determined he is independent under NYSE standards, and as Lead Independent Director he presides over executive sessions, serves as liaison to the Chair/CEO, and can call special sessions and retain advisors with Board approval .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harley‑Davidson Motor Co. | President & COO; prior senior executive roles | 2001–2009; 1992–2001 | Led operations and engineering at a global OEM; expertise in manufacturing, innovation, human capital, risk . |
| JI Case | Manufacturing & Engineering Executive | 1989–1992 | Oversight of production/engineering in agricultural equipment . |
| Chrysler; Volkswagen of America; General Motors | Manufacturing & Quality Executive | 1966–1989 | Multi‑decade plant/quality leadership across major automakers . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Maytag Corporation | Director (public company) | 2003–2006 | Prior public board service; no current public boards disclosed . |
Board Governance
- Independence: All directors other than the CEO are independent; McCaslin is independent and serves as Lead Independent Director .
- Board structure: Combined Chair/CEO with a Lead Independent Director; Board is classified (three staggered classes) .
- Meetings and attendance: The Board met 9 times in 2024; overall Board and committee attendance was 92%, and all directors then in office attended the 2024 annual meeting .
- Shareholder engagement: McCaslin participated in select meetings with shareholders representing over 25% of outstanding shares and took part in two outreach meetings in the 2024 season; the program contacted 25 top holders representing nearly 70% of shares .
| Committee | Role | 2024 Meetings | Key Oversight Responsibilities |
|---|---|---|---|
| Compensation | Chair | 4 | Executive and director pay; incentive metrics and goals; CD&A and related disclosures; compensation risk oversight . |
| Audit | Member | 4 | Financial reporting integrity; independent auditor oversight; internal audit; cybersecurity; ethics/compliance; hedging/derivatives . |
| Nominating/Corporate Governance | Member | 5 | Board refreshment; governance policies; succession planning; Board/committee evaluations; sustainability and HCM oversight . |
| Technology | Member | 4 | Product/technology strategy; reviews opportunities to improve productivity/quality; Board strategy sessions . |
| Executive | Member | 2 | Acts between full Board meetings on certain matters; all non‑CEO members are independent . |
Fixed Compensation
| Component (Directors) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Non‑employee director annual retainer . |
| Lead Independent Director retainer | $50,000 | Increased by $15,000 effective Jan 1, 2024 (market alignment via Meridian) . |
| Compensation Committee chair retainer | $20,000 | Chair fee level for 2024 . |
| 2024 Director Compensation (McCaslin) | Amount ($) |
|---|---|
| Fees earned/paid in cash | 180,000 |
| Stock awards (RSUs grant date fair value) | 150,001 |
| All other compensation | 1,400 |
| Total | 331,401 |
| 2024 Annual Equity Grant (Directors) | Detail |
|---|---|
| Grant value | $150,000 |
| RSUs granted | 20,492 |
| Vesting | 1 year |
| Settlement | Stock |
- Director stock ownership guidelines: Minimum ownership equal to 5× the annual cash retainer; counts direct shares, deferred RSUs, and unvested RSUs .
- Anti‑hedging/pledging policy: Prohibits hedging transactions, short sales, derivatives, margin purchases, and pledging of AXL stock .
Performance Compensation
| Feature | Directors |
|---|---|
| Performance equity (PSUs/options) | None disclosed for non‑employee directors; only RSUs/time‑based vesting . |
| Equity metric linkage | Not applicable to director RSUs; RSUs vest time‑based; no options granted in 2024 . |
Other Directorships & Interlocks
| Company | Role | Overlap/Interlocks |
|---|---|---|
| Maytag Corporation | Director (2003–2006) | No AXL‑specific supplier/customer interlock disclosed for McCaslin . |
Expertise & Qualifications
- Executive leadership: Former President & COO of Harley‑Davidson; brings CEO/COO experience to Board oversight .
- Manufacturing/engineering: Decades across Chrysler, VW, GM, JI Case; deep operations/quality expertise .
- Strategic oversight: Board skills matrix highlights Industry Experience, Strategic Planning, Innovation & Technology, Human Capital Management, Risk Management .
- Compensation governance: Chairs the Compensation Committee; oversees incentive design, CD&A, and pay‑risk assessments with independent consultant Meridian .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | RSUs Outstanding |
|---|---|---|---|
| James A. McCaslin | 178,036 | <1% | 150,825 . |
- Counting toward director guideline: Direct shares, deferred RSUs, and unvested RSUs are counted for guideline compliance .
- Trading restrictions: Anti‑hedging and anti‑pledging policies apply to directors .
Governance Assessment
- Strengths
- Independence and leadership: McCaslin is independent and serves as Lead Independent Director, enhancing oversight of a combined Chair/CEO structure .
- Active engagement: Participated directly in shareholder outreach; program reached holders representing nearly 70% of shares, supporting transparency and responsiveness .
- Committee effectiveness: Chairs Compensation; committees comprised solely of independent directors (except Executive), with clear charters and robust risk/sustainability oversight .
- Pay practices aligned: Director compensation benchmarked by Meridian; stock ownership guidelines; anti‑hedging/pledging; majority vote and proxy access in place .
- Say‑on‑pay support: 94% approval in 2024, indicating investor confidence in pay‑for‑performance framework .
- Potential Red Flags and Watch‑Items
- Classified board structure: Staggered terms can impede rapid accountability; note ongoing refresh efforts .
- Tax gross‑ups: Directors receive tax reimbursements for spousal travel benefits (de minimis in McCaslin’s case: $1,400), which some investors view unfavorably .
- Related‑party exposure: No related‑party transactions disclosed for McCaslin; Audit Committee reviewed CEO‑related items and found no inconsistency with codes of conduct .
No related‑person transactions, pledging, or hedging by McCaslin are disclosed; director attendance was strong at the Board level (92%) with full annual‑meeting attendance by all directors then in office .