Sandra Pierce
AMERICAN AXLE & MANUFACTURING HOLDINGSAbout Sandra E. Pierce
Sandra E. Pierce (age 66) has served as an independent director of American Axle & Manufacturing Holdings, Inc. (AAM) since 2018. She brings four decades of banking and regional leadership experience, most recently as Chair of Huntington Bank Michigan and Senior Vice President, Private Client Group & Regional Banking Director through December 2023, with prior CEO roles at FirstMerit Michigan and Charter One (RBS Citizens). On AAM’s Board, Pierce serves on the Audit and Compensation Committees, contributing financial oversight, strategic planning, business development, and human capital management expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Huntington National Bank | Chair, Huntington Bank Michigan; SVP, Private Client Group & Regional Banking Director | 2016 – Dec 2023 | Regional leadership, private client growth |
| FirstMerit Corporation | Vice Chair; Chair & CEO, FirstMerit Michigan | 2013 – 2016 | Led Michigan operations and integration |
| Charter One (RBS Citizens, N.A.) | President & CEO; Midwest Regional Executive | 2005 – 2012 | Growth, marketing, and regional execution |
| JPMorgan Chase (successor entities in MI) | Various banking and executive positions | 1978 – 2005 | Progressive leadership across banking segments |
External Roles
| Organization | Role | Tenure / Status | Notes |
|---|---|---|---|
| Penske Automotive Group (NYSE:PAG) | Director | Since 2012 | Public company directorship |
| Barton Malow Company | Director | Since Jan 2013 | Private company board |
| ITC Holding Corp (Fortis subsidiary) | Director | Since Jan 2017 | Private company board |
| Detroit Economic Club | Chair | Current | Not-for-profit leadership |
| Henry Ford Health System Foundation | Chair | Current | Not-for-profit leadership |
| The Parade Company | Director/Advisor | Current | Not-for-profit |
| Michigan State University Board of Trustees | Trustee | Current | Academic governance |
| Renaissance MAC | Board/Advisor | Current | Not-for-profit |
Board Governance
- Independence and structure: The Board annually determines independence; all directors except the CEO are independent. Pierce is independent. AAM combines Chairman/CEO with a Lead Independent Director (LID), currently James A. McCaslin, and committees are made up of independent directors (except Executive Committee) .
- Committees: Audit Committee (4 meetings in 2024; cybersecurity, ethics/compliance, financial controls oversight) and Compensation Committee (4 meetings in 2024; pay design, risk assessment, director pay) .
- Attendance and engagement: In 2024 the Board met 9 times; overall Board and committee attendance was 92% and all directors then in office attended the 2024 annual meeting. In 2023, overall attendance was 98% and all directors attended at least 75% of meetings. The Board engages shareholders regularly; the LID participated directly in outreach meetings covering compensation, strategy, and sustainability .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Annual retainer (cash) | $110,000 | $110,000 |
| Committee chair fees | $0 (not a chair) | $0 (not a chair) |
| Meeting fees | Not paid (none disclosed) | Not paid (none disclosed) |
| All other compensation (travel tax gross-up, etc.) | $600 | $800 |
Notes:
- Standard AAM board cash retainer for non-employee directors: $110,000. Chair retainers: Audit $25,000, Compensation $20,000, other $15,000; LID retainer increased to $50,000 effective 2024 (Pierce is not LID) .
Performance Compensation
| Equity Award | Grant Date | Units | Fair Value | Vesting | Notes |
|---|---|---|---|---|---|
| RSUs (annual director grant) | May 4, 2023 | 20,030 | $135,000 | One-year cliff | RSUs payable in stock; directors may elect deferral |
| RSUs (annual director grant) | May 2, 2024 | 20,492 | $150,001 (grant-date fair value at $7.32/sh) | One-year cliff | Annual equity value increased to align with peer median |
- Directors’ equity grants are time-based; there are no performance-vested equity awards or options granted to directors; non-employee directors may defer settlement; hedging and pledging of AAM stock is prohibited .
Other Directorships & Interlocks
| Company | Industry Relationship to AAM | Potential Interlock/Conflict Consideration |
|---|---|---|
| Penske Automotive Group (PAG) | Auto retail distribution; AAM is a Tier-1 supplier to OEMs | Limited direct overlap; no related-party transactions disclosed involving Pierce |
| Barton Malow | Construction services | No related-party transactions disclosed |
| ITC Holding Corp | Energy transmission | No related-party transactions disclosed |
- AAM’s Related Person Transactions policy is overseen by the Audit Committee; recent related-party reviews involved CEO David Dauch and family members; no disclosures implicate Pierce .
Expertise & Qualifications
- Strategic planning, finance, public relations, business development, human capital management, risk management .
- Audit oversight experience as a member of AAM’s Audit Committee, including cybersecurity and information risk management reporting .
- Compensation governance experience via AAM’s Compensation Committee, including alignment of metrics with strategy and shareholder feedback .
Equity Ownership
| Metric | As of Mar 7, 2024 | As of Mar 6, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 89,987 (<1%) | 110,479 (<1%) |
| RSUs outstanding (incl. deferred) | 89,987 | 110,479 |
- Director stock ownership guidelines: ≥5x annual cash retainer within five years; unvested and deferred RSUs count; hedging and pledging prohibited .
- AAM prohibits insider hedging and pledging; directors are subject to an Insider Trading Policy with pre-clearance and blackout procedures .
Insider Trades (Form 4 filings)
| Date | Filing | Summary | Link |
|---|---|---|---|
| Mar 2, 2022 | Form 4 | Reported acquisition/non-open market transaction for AMERICAN AXLE & MANUFACTURING HOLDINGS INC. | |
| Sep 5, 2025 | Form 4 | Reported transaction (details in filing) |
Compensation Committee and Governance Signals
- Meridian Compensation Partners serves as independent advisor on executive and director compensation; Committee assessed consultant independence and found no conflicts .
- Pay-for-performance emphasis: executive LTI 60% performance-based; metrics include free cash flow with a 3-year cumulative goal and TSR modifier; annual incentives include EBITDA margin, operational cash flow, and sustainability goals .
- Shareholder feedback integration: AAM increased weighting on cash flow and performance-based LTI, and added TSR modifiers; say‑on‑pay support improved to 94% in 2024 from 77% in 2023 .
Governance Assessment
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Strengths:
- Independent director with dual committee service (Audit, Compensation), adding financial and compensation oversight capacity .
- No related-party transactions disclosed involving Pierce; strong anti-hedging/anti‑pledging policies and stock ownership guidelines support alignment .
- Board shows active shareholder engagement and responsiveness; committee governance and use of independent comp consultant are best practices .
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Watch items:
- AAM maintains a classified board (staggered terms), an investor-sensitive topic discussed in outreach; not specific to Pierce but relevant to governance flexibility .
- “All other compensation” for directors includes tax gross-ups related to spousal travel at Company events; modest, but some investors view tax gross-ups as shareholder-unfriendly perquisites .
- Multiple external commitments (e.g., PAG, private company boards, significant not-for-profit leadership) could raise bandwidth questions, mitigated by AAM’s policy limiting other board service .
Overall, Sandra Pierce’s profile signals strong banking and regional leadership, independent oversight on Audit and Compensation, and increasing ownership via RSUs. No direct conflicts are disclosed, and alignment mechanisms (ownership guidelines, anti-hedging/pledging) are in place, supporting investor confidence in her board effectiveness .