Peter Lyons
AMERICAN AXLE & MANUFACTURING HOLDINGSAbout Peter D. Lyons
Independent director of American Axle & Manufacturing (AAM) since 2015; age 69. Lyons is Counsel at Freshfields Bruckhaus Deringer US LLP (Counsel since 2021; Partner 2014–2021) and an Adjunct Professor at University of Virginia School of Law (since 2020). His credentials emphasize corporate governance, M&A, international business, and legal/regulatory expertise; the Board identifies him as bringing legal/regulatory and risk management skills to AAM .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Freshfields Bruckhaus Deringer US LLP | Counsel (NY) | 2021–present | Advises global businesses on complex legal matters and transactions |
| Freshfields Bruckhaus Deringer US LLP | Partner | 2014–2021 | Corporate governance, M&A, international business expertise |
| University of Virginia School of Law | Adjunct Professor | 2020–present | Academic perspective to governance and law |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company board directorships disclosed for Lyons in AAM proxy |
Board Governance
- Independence: Board determined all directors other than the CEO are independent; Lyons is independent .
- Board tenure: Director since 2015 .
- Lead Independent Director: James A. McCaslin .
- Board/committee activity: Board met 9 times in 2024; overall attendance 92%. All directors then in office attended the 2024 annual meeting . In 2023, overall attendance was 98%, with all directors attending at least 75% of their meetings .
| Governance Element | Detail |
|---|---|
| Committees | Compensation Committee (member) ; Nominating/Corporate Governance Committee (member) |
| Committee Chairs | None; Compensation Chair is James A. McCaslin |
| 2024 Committee Meetings | Compensation: 4; Nominating/Corp Gov: 5 |
| Independence & Sessions | Independent; independent directors hold regular executive sessions |
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Lead Independent Fee ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|---|
| 2023 | 110,000 | — (not a chair) | — | 3,300 | Program-level retainer schedule: Annual retainer $110,000; chair fees: Audit $25k, Comp $20k, other $15k; Lead Independent $35k |
| 2024 | 110,000 | — (not a chair) | — | 3,700 | 2024 Lead Independent retainer increased to $50k (not applicable to Lyons) |
Notes:
- “All Other Compensation” reflects tax reimbursements related to occasional spousal travel where invited; AAM reimburses associated taxes and limits perquisites for directors .
Performance Compensation
AAM compensates non-employee directors with annual RSU grants; these are time-based (not performance-based) and vest in one year.
| Grant Year | RSUs Granted (#) | Grant Date Fair Value ($) | Vesting | Deferral Option |
|---|---|---|---|---|
| 2023 | 20,030 | 135,002 | One-year cliff from annual meeting date | Directors may elect to defer settlement until after Board service |
| 2024 | 20,492 | 150,001 | One-year cliff; vesting accelerates upon death, disability, or change in control | Directors may elect deferral |
Program-level changes:
- Annual equity grant value increased from $135,000 (2023) to $150,000 (2024) to align with peer median .
Other Directorships & Interlocks
| Company | Role | Committees | Interlocks/Conflict Notes |
|---|---|---|---|
| — | — | — | No other public boards disclosed; no interlocks identified with AAM’s customers/suppliers from proxy |
Expertise & Qualifications
- Corporate governance, mergers & acquisitions, international business, human capital management, risk management, legal/regulatory expertise .
- Board’s skills matrix indicates Lyons contributes risk management and legal/regulatory capabilities to the Board’s collective skills .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial shares owned (as of Mar 6, 2025) | 143,064; <1% of outstanding shares |
| RSUs outstanding (incl. deferred) as of Dec 31, 2024 | 138,064 |
| Director stock ownership guideline | At least 5× annual cash retainer; counts direct shares, deferred RSUs and unvested RSUs |
| Hedging/pledging | Prohibited for directors (anti-hedging and anti-pledging policy) |
Governance Assessment
- Committee roles: Lyons serves on Compensation and Nominating/Corporate Governance—two control points for pay design, succession, and ESG oversight—supporting board effectiveness and shareholder alignment .
- Independence & attendance: Independent; company-level attendance remained high (92% overall in 2024; all directors attended 2024 annual meeting) bolstering engagement quality .
- Director pay mix: Cash ($110k) plus time-based RSUs ($150k grant value in 2024); no options or performance-linked director equity—keeps incentives straightforward but less explicitly outcome-tied versus performance units .
- Ownership alignment: Significant RSU holdings and beneficial ownership reported; anti-hedging/pledging and 5× retainer guideline strengthen alignment and reduce risk of misaligned incentives .
- Conflicts/related-party: Proxy discloses related-party transactions involving the CEO and family but none involving Lyons; Audit Committee oversees such reviews, which concluded no inconsistency with codes for the disclosed cases .
Red Flags
- Combined Chair/CEO structure (mitigated by Lead Independent Director role and rigorous committee oversight) .
- No director-specific attendance detail is disclosed; only aggregate rates provided (common practice but reduces per-director transparency) .
Overall, Lyons’ legal/governance profile and roles on Compensation and Nominating/Corporate Governance Committees are additive to board oversight of pay, succession, and sustainability, with no Lyons-specific conflicts disclosed in the proxy .