Samuel Valenti III
AMERICAN AXLE & MANUFACTURING HOLDINGSAbout Samuel Valenti III
Samuel Valenti III (age 79) is Chairman & CEO of Valenti Capital LLC (since 2000) and has served on AAM’s Board since 2013. He previously spent 40 years at Masco Corporation, including President of Masco Capital Corporation (1988–2008) and Vice President–Investments (1974–1998). He serves on AAM’s Audit, Compensation, and Nominating/Corporate Governance Committees; the Board determined all directors other than the CEO are independent, so Valenti is independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Masco Corporation | Vice President – Investments | 1974–1998 | Capital allocation, asset management |
| Masco Capital Corporation | President | 1988–2008 | Corporate investment leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Valenti Capital LLC | Chairman & CEO | 2000–present | Investment leadership |
| TriMas Corporation | Director | 2002–present | Public company board service |
| Horizon Global Corporation | Director (prior) | 2015–May 2018 | Public company board service |
| Business Leaders for Michigan | Leadership role | — | Not-for-profit leadership |
| Renaissance Venture Capital Fund (MI) | Advisory Board Chairman | — | Not-for-profit leadership |
Board Governance
- Independence and leadership: 9 of 10 directors are independent; committees are solely independent (except Executive Committee). Lead Independent Director is James A. McCaslin .
- Committees: Valenti serves on Audit (2024 meetings: 4), Compensation (4), and Nominating/Corporate Governance (5); scope includes financial reporting oversight, executive pay, succession, sustainability, and human capital .
- 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 .
- Governance practices: Stock ownership requirements for directors; hedging/pledging of AAM stock prohibited; proxy access; majority vote standard; regular executive sessions; robust risk oversight across committees .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer | $110,000 | Standard director cash retainer |
| Committee chair retainers | Audit: $25,000; Compensation: $20,000; Other: $15,000 | If serving as chair (Valenti is not listed as chair) |
| Lead Independent Director retainer | $50,000 | Increased by $15,000 effective Jan 1, 2024 (applies to McCaslin) |
| 2024 RSU grant (annual) | 20,492 RSUs | Grant-date value $150,000; one-year vest; payable in stock; may defer settlement |
| 2024 Director Compensation (AAM) | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Samuel Valenti III | 110,000 | 150,001 | 1,600 | 261,601 |
Director compensation program objective: market-based, align director interests with shareholders; Meridian Compensation Partners LLC engaged as independent advisor .
Performance Compensation
Directors receive time-based RSUs; there is no director-specific performance-based equity. For pay-for-performance governance assessment, AAM’s executive incentive frameworks are summarized below.
| 2024 Annual Incentive (Executives) | Weight | Threshold | Target | Maximum | 2024 Actual | % of Target Earned | Actual Payout Weight |
|---|---|---|---|---|---|---|---|
| EBITDA Margin | 40% | 10.0% | 12.0% | 13.75% | 12.2% | 113% | 45% |
| Operational Cash Flow | 50% | $400M | $500M | $625M | $505M | 104% | 52% |
| Sustainability Objectives | 10% | — | — | — | Maximum payout approved | — | 20% (max) |
| 2024 LTI Performance Awards (Executives) | Weight | Threshold | Target | Maximum |
|---|---|---|---|---|
| Free Cash Flow 2024 | 15% | $175M | $200M | $240M |
| Free Cash Flow 2025 | 15% | $150M | $175M | $210M |
| Free Cash Flow 2026 | 15% | $225M | $275M | $300M |
| Free Cash Flow 3-yr cumulative | 55% | $550M | $650M | $750M |
| TSR modifier (3-yr) | ±15% | <25th pct | 25th–74th pct | ≥75th pct |
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| TriMas Corporation | Director (since 2002) | No AAM-related party transactions disclosed involving Valenti; related-party items disclosed only for CEO in 2024 |
| Horizon Global Corporation | Director (2015–May 2018) | Prior board service |
Expertise & Qualifications
- Strategic planning, finance/economics, asset management; diversified manufacturing experience; human capital and risk management experience .
- Active participation across Audit, Compensation, and Nominating/Corporate Governance indicates broad governance exposure .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Samuel Valenti III | 72,425 | <1% | Beneficial owner count includes deferred vested RSUs for directors |
| RSUs Outstanding (Dec 31, 2024) | 72,425 | — | Deferred RSUs count toward guidelines |
- Director stock ownership guideline: at least 5× annual cash retainer; includes direct holdings, deferred RSUs, and unvested RSUs; expected within five years of election .
- Anti-hedging and anti-pledging policy for directors: hedging and pledging AAM stock prohibited .
Say-on-Pay & Shareholder Feedback
| Meeting | Say-on-Pay Votes For | Against | Abstain | Context |
|---|---|---|---|---|
| 2024 Annual Meeting | 96,261,571 | 6,393,657 | 89,935 | Proxy cites 94% approval and extensive outreach to top 25 shareholders |
- Outreach: Contacted 25 top shareholders representing nearly 70% of outstanding shares; topics included compensation, sustainability, board refreshment, and risk oversight .
- Program enhancements over time include increased performance-based pay and cash flow weighting; TSR modifier retained for LTI .
Director Election Support (Signal)
| Nominee (2024) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| David C. Dauch | 100,127,300 | 2,572,126 | 45,737 | 6,465,715 |
| William L. Kozyra | 99,391,673 | 3,311,124 | 42,366 | 6,465,715 |
| Peter D. Lyons | 99,391,654 | 3,311,195 | 42,314 | 6,465,715 |
| Samuel Valenti III | 89,182,743 | 13,488,379 | 74,041 | 6,465,715 |
Notably higher opposition to Valenti versus other nominees in 2024, signaling potential investor concerns or reduced support relative to peers .
Related Party Transactions & Conflicts
- Policy: Audit Committee reviews/approves related person transactions >$120,000 involving directors/executives and immediate family; considers arm’s-length terms and materiality .
- 2024 disclosures: Two related-party transactions involving CEO David C. Dauch (Century, LLC supplier payments of $193,230; and compensation of his son Zachary Dauch as an AAM employee). The Committee concluded they were consistent with codes and policies .
- No related-party transactions disclosed involving Samuel Valenti III in 2024 .
Governance Assessment
- Strengths:
- Independent director with deep finance/asset management background across three key committees (Audit, Compensation, Nominating/Governance) supporting core oversight functions .
- Alignment policies: director ownership guidelines, anti-hedging/pledging, majority vote standard, regular executive sessions; structured risk oversight across committees .
- Transparent director pay and standardized RSU grants; annual RSU vest in one year aligning with service and equity exposure .
- Watch items / RED FLAGS:
- Elevated “Against” votes in 2024 director election for Valenti versus peers, indicating comparatively lower shareholder support (For: 89.2M vs. 99.4M for Kozyra/Lyons; Against: 13.5M vs. ~3.3M), which may reflect investor reservations about tenure, roles, or perceived conflicts/interlocks and merits engagement .
- Director equity is time-based (one-year) rather than performance-based, which limits direct pay-for-performance linkage at the board level, though executive programs integrate cash flow, EBITDA margin, sustainability, and TSR modifiers .
- Continued monitoring for any interlocks (e.g., Valenti at TriMas) is prudent; no related-party transactions disclosed for Valenti, but vigilance is warranted given AAM’s supplier/customer ecosystem .
Overall, Valenti brings seasoned investment and strategic planning expertise and broad committee engagement; however, his 2024 vote profile suggests targeted investor outreach to address confidence and alignment concerns in advance of future elections .