Alison Carnwath
Director at PCAR
Board
About Alison J. Carnwath
Dame Alison J. Carnwath, age 72, has served as an independent director of PACCAR Inc since 2005. She is a chartered accountant with extensive international finance and investment banking experience, a senior adviser to Evercore Partners (formerly Lexicon Partners) since 2005, and formerly chair and chief executive of Videndum PLC (formerly The Vitec Group), a UK broadcast supplier . She is designated an independent director under Nasdaq rules and serves on key board committees focused on audit oversight and governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Videndum PLC (formerly Vitec Group) | Chair and Chief Executive | Not disclosed | Led a UK broadcast supplier; brings chair-level governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Evercore Partners (UK) | Senior Adviser | Since 2005 | Corporate finance advisory experience |
| Coller Capital Ltd. | Director | Since 2015 | Private equity governance exposure |
| EG Group Ltd. (UK) | Director; Audit Committee Chair | Since 2021 | Audit leadership at large retailer |
| ASDA Group Ltd. (UK) | Director; Audit Committee Chair | Since 2021 | Audit leadership at major retailer |
Board Governance
- Independence: Identified by the board as independent in 2024 under Nasdaq Rule 5605(a)(2) .
- Committees: Member, Audit Committee and Nominating & Governance Committee .
- Financial expert designation: All Audit Committee members were designated as financial experts, and the committee met six times in 2024 .
- Attendance: The board met four times in 2024; each director attended at least 75% of board and applicable committee meetings, and all directors attended the April 2024 annual meeting .
- Governance practices: Board regularly meets in executive session; hedging and pledging of PACCAR stock are prohibited for directors and executive officers .
- Lead independent director: Mark A. Schulz serves as lead director (three-year term beginning January 2023) .
Fixed Compensation
| Component | FY 2024 Amount ($) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 163,750 | Reflects annual retainer and committee membership fees |
| All Other Compensation | 5,000 | PACCAR Foundation donation matched to director-selected charity |
Director cash retainer schedule (program parameters):
| Item | Amount ($) | Effective Date |
|---|---|---|
| Annual cash retainer | 140,000 | Oct 1, 2024 (prior: 125,000) |
| Audit Committee member retainer | 20,000 | Paid quarterly |
| Compensation Committee member retainer | 15,000 | Paid quarterly |
| Nominating & Governance Committee member retainer | 15,000 | Paid quarterly |
| Lead Director retainer | 40,000 | Oct 1, 2024 (prior: 30,000) |
| Audit Committee chair retainer | 25,000 | Paid quarterly |
| Compensation Committee chair retainer | 17,500 | Paid quarterly |
| Nominating & Governance Committee chair retainer | 17,500 | Paid quarterly |
Performance Compensation
| Component | FY 2024 Amount ($) | Grant/Units | Vesting/Notes |
|---|---|---|---|
| Stock Awards (RSUs/restricted stock) | 165,010 | Annual 2024 grant | Non-employee directors received restricted stock/RSUs (time-based); RSUs/restricted shares vest three years after grant or upon retirement, death, or disability |
| Unvested RSUs at 12/31/2024 | — | 7,017 units | Held by A. J. Carnwath; RSUs have no voting rights, receive dividend equivalents |
Program update:
- Annual director equity grant increased to $175,000 effective January 1, 2025; number of shares/units determined by first business day closing price. RSUs/restricted shares vest after three years; RSUs have no voting rights but receive dividend equivalents .
Note: PACCAR’s director equity is time-based; no performance metrics apply to director equity awards (contrasted with executive LTIP metrics) .
Other Directorships & Interlocks
| Company | Public/Private | Relationship to PACCAR | Potential Interlocks |
|---|---|---|---|
| Evercore Partners (UK) | Private advisory | Adviser role; no related-person transactions disclosed in proxy | Audit Committee reviews related-person transactions; policy in place |
| Coller Capital Ltd. | Private | No disclosed PACCAR transactions | — |
| EG Group Ltd. | Private | Retail/fuel; no disclosed PACCAR transactions | Audit chair role indicates strong oversight expertise |
| ASDA Group Ltd. | Private | Retail; no disclosed PACCAR transactions | Audit chair role indicates strong oversight expertise |
Expertise & Qualifications
- Chartered accountant; deep international finance and investment banking experience .
- Prior chair/CEO experience (Videndum PLC), bringing operational and board leadership credentials .
- Audit leadership at UK companies (EG Group and ASDA), supporting audit and risk oversight expertise .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Ownership Details |
|---|---|---|---|
| Dame Alison J. Carnwath | 20,785 | <1% | Includes RSDC Plan shares with voting rights and deferred stock units to be settled in common stock; DSUs have no voting rights |
Additional director stock units/RSUs:
- Deferred stock units credited under RSDC Plan; RSUs/restricted shares vest on three-year schedule as noted above .
Ownership alignment:
- Non-employee directors must hold ≥5x annual cash retainer in stock/DSUs; directors have five years to comply. All non-employee directors with ≥5 years of service had required holdings as of Jan 1, 2025 .
- Hedging and pledging of PACCAR stock are prohibited for directors/executives .
Governance Assessment
- Independent director with audit and nominating/governance committee roles; designated audit financial expert, supporting board effectiveness in oversight of financial reporting and ESG governance .
- Engagement: Board and committees met regularly; directors met attendance expectations (≥75%) and participated in annual meeting .
- Compensation alignment: Balanced cash retainer plus time-based equity; program updated to increase cash and equity retainers in late 2024/2025, with clear vesting and deferral structures (no hedging/pledging allowed) .
- Ownership alignment: Meets director stock ownership guidelines (given >5-year tenure) and holds DSUs/RSUs that align long-term interests .
- Conflicts/related party: Audit Committee oversees related-person transactions under written procedures; proxy does not disclose any specific related-person transactions for directors, and consultant independence was assessed with no conflict noted (Mercer) .
- Shareholder sentiment: 2024 Say-on-Pay approval at 94% indicates broad investor support for PACCAR’s compensation governance framework .