William Kozyra
AMERICAN AXLE & MANUFACTURING HOLDINGSAbout William L. Kozyra
Independent director of American Axle & Manufacturing (AAM) since 2015; age 67. Former President & CEO of TI Fluid Systems plc (2008–2021), prior President & CEO of Continental AG North America and Executive Board member of Continental AG; currently Chairman & CEO of Wilko Plastics, Inc. (since July 2022). Education disclosed externally: MBA (Michigan State University) and B.S. (University of Detroit Mercy, 1980). Core credentials cited by AAM include engineering/manufacturing expertise, international OEM experience, innovation/technology, strategic planning, human capital, and risk management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TI Fluid Systems plc | President, CEO & Executive Director | 2008–2021 | Led public listing (2017) and EV strategy; retired in 2021 |
| Continental AG North America | President & CEO | 1998–2008 | Oversaw NAFTA operations; Exec Board member, Continental AG (2006–2008) |
| Continental AG (DAX) | Member, Executive Board | 2006–2008 | Governance oversight for NAFTA businesses |
| Bosch Braking Systems | VP & GM, Brake Products Division | 1995–1997 | P&L and product leadership in braking systems |
| ITT Automotive | VP & GM, Brake & Chassis Systems NA | Not disclosed | Operating leadership in automotive systems |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wilko Plastics, Inc. | Chairman & CEO | Since July 2022 | Manufacturing & supply company |
| GM Supplier Council | Member | Not disclosed | Industry advisory role |
| Ford Motor Company Top 100 Supplier Forum | Member | Not disclosed | Industry advisory role |
| Automotive Hall of Fame; Boy Scouts of America (Detroit); Univ. of Detroit Mercy Board of Trustees; SAE | Director/Trustee/Member | Not disclosed | Not-for-profit and industry bodies |
Board Governance
| Topic | Details |
|---|---|
| Independence | Board determined all directors other than CEO (D. Dauch) are independent; Kozyra qualifies as independent . |
| Committee Assignments | Compensation Committee member; Nominating/Corporate Governance Committee member; Technology Committee member (not chair) . |
| Lead Independent Director | James A. McCaslin currently serves as Lead Independent Director . |
| Attendance & Engagement | 2024: Board met 9 times; overall Board/committee attendance 92%; all directors in office attended the 2024 annual meeting . 2023: overall attendance 98%; all directors attended ≥75% of meetings; all directors attended 2023 annual meeting . |
| Committee Operations | Compensation Committee comprised solely of independent directors; uses Meridian Compensation Partners as independent consultant; Committee assessed consultant independence and found no conflicts . |
| Policies | Anti-hedging and anti-pledging policy applies to directors; insider trading preclearance and blackout procedures . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $110,000 | $110,000 |
| All Other Compensation ($) | $1,000 | $1,600 |
| Annual Cash Retainer (Program) ($) | $110,000 (program retainer level) | $110,000 (program retainer level) |
Notes:
- Committee chair fees (program): Audit chair $25,000; Compensation chair $20,000; Other committee chair $15,000; Lead Independent Director retainer increased by $15,000 to $50,000 effective Jan 1, 2024 .
Performance Compensation
| Grant Feature | 2024 |
|---|---|
| RSU Grant Date | May 2, 2024 |
| RSUs Granted (#) | 20,492 |
| Grant Date Fair Value ($) | $150,001 (based on $7.32 closing price) |
| Vesting | One-year vest; payable in stock; directors may elect to defer settlement |
| Acceleration | Vesting accelerated upon death, disability, or change in control |
| Clawback/Recoupment | All awards subject to clawback under plan and Company policies |
Program context:
- Board raised annual equity grant value from $135,000 to $150,000 effective Jan 1, 2024 to align with market median of peer group .
- For directors, equity awards are time-vested RSUs; no performance metrics apply to director equity grants (performance measures described in plan apply to executives) .
Other Directorships & Interlocks
| Company | Role | Status | Potential Interlocks |
|---|---|---|---|
| TI Fluid Systems plc (LSE: TIFS) | President, CEO & Executive Director | Former (retired 2021) | Automotive supplier; no current AAM related-party transactions disclosed involving Kozyra . |
| Wilko Plastics, Inc. | Chairman & CEO | Current | Manufacturing/supply company; AAM related person transactions policy would capture any >$120k dealings; none disclosed for Kozyra . |
Expertise & Qualifications
- Industry experience (automotive) and CEO experience; international business; strategic planning; innovation & technology; human capital; risk management (Board skills matrix) .
- AAM’s biography highlights engineering/OEMs/manufacturing, innovation/technology, strategic planning, human capital, and risk management credentials .
Equity Ownership
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| RSUs Outstanding (#) | 113,560 | 134,052 | — |
| Beneficial Shares Owned (#) | — | — | 138,064 (<1% of shares outstanding) |
Alignment policies:
- Director stock ownership guideline: ≥5x annual cash retainer; measured using owned shares, deferred RSUs, and unvested RSUs; expected within 5 years of election .
- Anti-hedging and anti-pledging: prohibited for directors .
Governance Assessment
- Board effectiveness: Kozyra is an engaged independent director with multi-decade operating experience and technology/manufacturing credentials; serves on Compensation, Nominating/Corporate Governance, and Technology Committees, supporting oversight of pay, succession, sustainability, and innovation .
- Independence & attendance: Board annually confirms independence (Kozyra independent); robust attendance (92% in 2024; 98% in 2023) and full annual meeting attendance underpin engagement .
- Pay & alignment: Balanced cash ($110k) and equity ($150k RSUs) mix, one-year vesting and prohibitions on hedging/pledging support alignment; awards subject to clawback/recoupment under Company policies, reducing risk of misaligned incentives .
- Compensation committee quality: Independent composition; use of Meridian as independent consultant with no conflicts; structured oversight of incentive design and risk assessment—positive signal for pay governance .
- Potential conflicts and RED FLAGS: No related-party transactions disclosed involving Kozyra; note his external role as CEO of Wilko Plastics—monitor for any future transactions, which would be subject to Audit Committee review under the related person policy (threshold $120,000) . Combined Chair/CEO structure at AAM is mitigated by a strong Lead Independent Director and independent committees . No pledging permitted and no pledging disclosed .