Amentum Holdings, INC. DEF 14A Filing

Ticker: AMTM · Form: DEF 14A · Filed: Jan 21, 2025 · CIK: 2011286

Sentiment: neutral

Filing Stats: 4,373 words · 17 min read · ~15 pages · Grade level 14.7 · Accepted 2025-01-21 16:22:21

Key Financial Figures

Filing Documents

Security Ownership Information

Security Ownership Information 27

Security Ownership of Directors and Executive Officers

Security Ownership of Directors and Executive Officers 27

Security Ownership of Certain Beneficial Owners

Security Ownership of Certain Beneficial Owners 28 Certain Relationships and Related Person Transactions 30 Policies and Procedures for Related Person Transactions 30 Related Person Transactions 30 Compensation Discussion and Analysis 39 Overview and Background 39 Pay Versus Performance Highlights 40 Compensation Philosophy 40 Key Executive Compensation Practices 41 Roles in Determining Executive Compensation 41 Use of an Independent Compensation Consultant 42 Amentum's Compensation Peer Group 42 Compensation Elements 43 Long-Term Equity Incentives before Fiscal Year 2024 45 Conversion of Jacobs Equity into Amentum Equity 45 One-Time Awards 46 Fiscal Year 2025 Compensation 46 Fiscal Year 2025 Short-Term Incentive Plan (STIP) 46 Fiscal Year 2025 Long-Term Incentive Program 47 2025-2027 Performance Share Units 47 Fiscal Year 2025 Equity "Launch Grants" 47 Benefits and Perquisites 48 Severance 49 Restrictive Covenants 52 Term 52 Executive Stock Ownership Guidelines 52 Risk Assessment 52 Advisory Vote to Approve Executive Compensation 52 Government Limitations on Reimbursement of Compensation Costs 53 Compensation Recovery Provisions (Clawbacks) 53 Policies on Timing of Equity Grants 53 Effect of Accounting and Tax Treatment on Compensation Decisions 53 Compensation Tables and Disclosures 54 Outstanding Equity Awards at Fiscal Year-End Table 55 Pay Versus Performance 58 Compensation Committee Report 60 Audit Committee Report 61 Pre-approval of Services by Independent Registered Public Accounting Firm 62 Independent Registered Public Accounting Firm Fees 63 Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm 64 Proposal 3: Advisory Vote on Company's Executive Compensation 65 Proposal 4: Advisory Vote on Frequency of Future Advisory Votes to Approve Named Executive Officer

Executive Compensation Highlights

Executive Compensation Highlights We foster alignment between pay and performance (both company success and shareholder value). We emphasize variable pay (short- and long-term incentives) over fixed pay (salary). We emphasize long-term versus short-term pay. We require our executives and directors to satisfy meaningful stock ownership requirements. We ensure an appropriate peer group to benchmark executive compensation. We review on a regular basis our executive talent, performance, deployments, and succession. We evaluate policies and programs on a regular basis to ensure competitiveness and alignment to organizational goals. We limit excessive compensation for executives by setting compensation caps and restricting excessive perks and non-monetary benefits. Additional details about our executive compensation philosophy and structure can be found in the Compensation Discussion and Analysis ("CD&A"), starting on page 39. Environmental, Social, and Governance Discussion and Highlights Our approach to Environmental, Social, and Governance ("ESG") takes the core elements of our corporate values and instills them into our business strategy with the purpose of challenging convention and driving progress to bring solutions to the most significant challenges in science, security and sustainability. Doing so provides an advantage that benefits our shareholders, employees, customers, and the communities where we live and serve. 5 ESG Governance To advance our initiatives around ESG, we have devised a plan of governance through the Nominating and Governance Committee of our Board having oversight of the Company's ESG strategy. To facilitate the strategy, Amentum established an ESG Lead to delineate clear pathways around the Company's related efforts. With support and backing from cross-functional leaders around the enterprise, each holding operational or policy- level responsibility for an area of performance that relates to our ESG priorities, the

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