Terry Grayson-Caprio
AMERICAN AXLE & MANUFACTURING HOLDINGSAbout Terry Grayson-Caprio
Independent director of American Axle & Manufacturing (AAM), appointed March 12, 2025; age 61; Class III term expiring at the 2026 annual meeting. Former Managing Partner at KPMG LLP (2010–2020) with 40+ years advising global industrial and consumer companies on finance, audit, M&A, and transformation; identified by AAM as possessing financial/audit expertise and risk management capabilities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG LLP | Managing Partner | 2010–2020 | Led large-scale growth and integration; financial/audit expertise |
| KPMG LLP | Various positions | 1985–2020 | Partnered with global companies on transformational change; strategic planning and risk management |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Southern First Bancshares, Inc. | Director | Since 2021 | Public company board; financial sector governance |
| Caldwell Partners International, Inc. | Director | Since 2023 | Public company board; talent/search industry |
| Winthrop University Foundation | Director (not-for-profit) | N/A | Philanthropy/education board service |
| South Carolina Environmental Law Project | Director (not-for-profit) | N/A | Non-profit governance |
Board Governance
- Appointment and independence: Elected March 12, 2025 as an independent director; Board determined all directors other than CEO David C. Dauch are independent under NYSE standards .
- Board refreshment: Added as part of succession planning; joins Class III directors with term expiring at the 2026 annual meeting .
- Board meetings and attendance: Board met 9 times in 2024; overall Board/committee attendance 92%; directors expected to attend all meetings (Terry joined in 2025; no individual attendance disclosed yet) .
- Committees: Technology Committee meetings are regularly attended by all directors; formal committee memberships (Audit, Compensation, Nominating/Corporate Governance, Technology, Executive) listed as of March 20, 2025 do not include Terry—committee assignment not yet disclosed .
- Lead Independent Director: James A. McCaslin; executive sessions and liaison responsibilities detailed .
| Governance Item | Status | Source |
|---|---|---|
| Independence | Independent director | |
| Board Class/Term | Class III; term to 2026 annual meeting | |
| Committee Memberships | Not disclosed as of Mar 20, 2025 | |
| Technology Committee Attendance | All directors regularly attend | |
| 2024 Board Attendance | 92% overall (pre-appointment) |
Fixed Compensation
AAM’s 2024 non‑employee director pay framework (Terry is eligible to participate per her 8‑K; 2025 specific grants/fees for her not yet disclosed):
- Annual cash retainer: $110,000 .
- Committee chair retainers: Audit $25,000; Compensation $20,000; Other committees $15,000 .
- Lead Independent Director retainer: $50,000 (increased by $15,000 effective Jan 1, 2024) .
- Anti‑hedging/anti‑pledging: Prohibited for directors .
| Element | Amount/Terms | Applicability |
|---|---|---|
| Annual cash retainer | $110,000 | Eligible (non-employee directors) |
| Chair fees | Audit $25,000; Comp $20,000; Other $15,000 | If serving as chair |
| Lead Independent Director | $50,000 | Applies only to Lead ID |
| Hedging/Pledging | Prohibited | Applies to all directors |
Performance Compensation
Directors receive time-based equity; no performance metrics apply to director equity:
- Annual director RSUs: Grant value increased to $150,000 in 2024; 20,492 RSUs granted to directors serving on the 2024 annual meeting date; one‑year cliff vest; payable in stock; optional deferral until service ends .
- Terry’s eligibility: Eligible to participate in non‑employee director compensation per her 8‑K; her specific 2025 grant not disclosed .
| Equity Component | Grant Value | Units/Terms | Vesting |
|---|---|---|---|
| Annual RSU grant | $150,000 (2024 program) | 20,492 RSUs (if serving at 2024 meeting) | 1-year; accelerates on death, disability, change in control |
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Southern First Bancshares, Inc. | Financials (Bank) | Director | No AAM-related transactions disclosed; low direct conflict risk |
| Caldwell Partners International, Inc. | Professional Services (Executive Search) | Director | No AAM-related transactions disclosed; low direct conflict risk |
Expertise & Qualifications
- Financial/audit expert; risk management; strategic planning; human capital management; international business .
- Big Four leadership and transformation experience cited by AAM in appointment rationale .
Equity Ownership
- Initial beneficial ownership: Form 3 filed March 20, 2025 states “No securities are beneficially owned” (at appointment) .
- Director stock ownership guideline: At least 5x annual cash retainer (i.e., 5 × $110,000) within five years from election; unvested and deferred RSUs count; hedging/pledging prohibited .
- Compliance status: New director; currently below guideline; expected to reach guideline within prescribed five‑year window .
| Filing/Policy | Date/Requirement | Status |
|---|---|---|
| Form 3 (initial ownership) | Mar 20, 2025; 0 shares beneficially owned | Filed; 0 shares |
| Ownership guideline | ≥5× cash retainer within 5 years | In progress (newly appointed) |
| Hedging/Pledging | Prohibited | Applies |
Fixed/Variable Pay Structure Signals
- Director pay mix is market‑based with meaningful equity component (alignment via RSUs) .
- No director options or performance‑based equity disclosed; equity grants are time‑based (lower risk of pay‑for‑non‑performance gaming) .
- Meridian Compensation Partners engaged for market benchmarking; independence assessed with no conflicts .
Insider Filings/Trades
| Form | Date | Key Detail | Link/Note |
|---|---|---|---|
| Form 3 | Mar 20, 2025 | No securities beneficially owned at appointment | Initial statement of ownership |
Say‑on‑Pay & Shareholder Feedback (Governance Context)
- 2024 say‑on‑pay approval: 94% support (historical context for compensation governance) .
- 2025 say‑on‑pay vote: For 70,539,124; Against 27,572,571; Abstain 353,615; Broker Non‑Votes 7,637,423 .
- Board cites active shareholder engagement; Lead Independent Director participated in outreach; compensation linked to cash flow, EBITDA margin, and sustainability for executives (context; not director compensation) .
Potential Conflicts and Related‑Party Exposure
- No related‑party transactions disclosed involving Terry Grayson‑Caprio in 2024/2025; Audit Committee oversees and reviews related‑party transactions under formal policy .
- Prohibitions on hedging/pledging reduce alignment risks .
Governance Assessment
- Strengths: Independent status; deep financial/audit expertise; addition consistent with Board refreshment strategy; anti‑hedging/pledging and ownership guidelines support alignment; robust Board risk oversight and committee charters .
- Watch items: Initial ownership at 0 shares (normal for a new director); committee assignments not yet disclosed—monitor for Audit/Comp/Nominating placements to leverage financial expertise; ensure timely progress toward ownership guideline .
- Shareholder confidence signals: Strong historical say‑on‑pay support; 2025 equity plan approval; ongoing shareholder engagement involvement by Board leadership .
RED FLAGS: None disclosed specific to Terry Grayson‑Caprio (no related‑party transactions; no hedging/pledging; independence affirmed) .
Next monitoring: Post‑appointment committee assignments; 2025/2026 director equity grants and any deferral elections; Form 4 filings if/when equity is granted or transacted; progress toward ownership guidelines .