Allison Transmission Holdings Inc. 2024 Proxy Statement

TL;DR

<b>Allison Transmission Holdings, Inc. invites stockholders to its 2024 virtual Annual Meeting on May 8, 2024, and encourages prompt voting.</b>

AI Summary

Allison Transmission Holdings Inc (ALSN) filed a Proxy Statement (DEF 14A) with the SEC on March 29, 2024. The 2024 Annual Meeting of Stockholders for Allison Transmission Holdings, Inc. will be held virtually on May 8, 2024, at 10:00 a.m. Eastern Time. The proxy statement provides information on the company's strategic direction, corporate responsibility, sustainability efforts, executive compensation, and board composition. Stockholders are encouraged to vote their shares promptly via telephone, internet, or mail. Most stockholders will receive proxy materials electronically via a Notice of Internet Availability of Proxy Materials. A paper copy of the materials can be requested through specified methods.

Why It Matters

For investors and stakeholders tracking Allison Transmission Holdings Inc, this filing contains several important signals. This filing is a definitive proxy statement, indicating it contains final information for shareholders regarding the upcoming annual meeting and voting procedures. The company is utilizing a virtual meeting format and electronic distribution of materials to reduce environmental impact and costs, reflecting modern corporate communication practices.

Risk Assessment

Risk Level: low — Allison Transmission Holdings Inc shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting, with no immediate financial or operational disclosures that would indicate high risk.

Analyst Insight

Review the proxy statement to understand executive compensation, board nominations, and any shareholder proposals before the May 8, 2024, annual meeting.

Key Numbers

• 2024 — Annual Meeting Year (2024 Allison Transmission Holdings, Inc. proxy statement)
• May 8, 2024 — Annual Meeting Date (2024 Annual Meeting of Stockholders date)
• 10:00 a.m. Eastern Time — Annual Meeting Time (2024 Annual Meeting of Stockholders time)

Key Players & Entities

• Allison Transmission Holdings Inc. (company) — Registrant name
• May 8, 2024 (date) — Date of Annual Meeting
• Indianapolis (location) — Company business address
• DE (location) — State of incorporation

FAQ

Industry Context

Allison Transmission Holdings, Inc. operates in the motor vehicle parts and accessories industry, specifically focusing on automatic transmissions.

Regulatory Implications

This filing is a Schedule 14A (DEF 14A), a definitive proxy statement filed under the Securities Exchange Act of 1934, which governs the solicitation of proxies from shareholders.

What Investors Should Do

1. Review the proxy statement for details on director nominees and voting matters.
2. Examine the executive compensation section for information on pay structures and performance metrics.
3. Note the virtual format of the annual meeting and how to participate and vote.

Key Dates

• 2024-05-08: Annual Meeting of Stockholders — Key date for shareholder voting and company updates.

Year-Over-Year Comparison

This is the initial filing of the 2024 proxy statement, providing information for the upcoming annual meeting.

Key Financial Figures

• $3 billion — . Allison achieved record revenues of $3 billion in 2023 led by robust demand in our Nor
• $263 million — ourth consecutive year and repurchasing $263 million of our shares of common stock, represen

Filing Documents

• ny20014032x1_def14a.htm (DEF 14A) — 2667KB
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• sig_ericcscrogginsx1.jpg (GRAPHIC) — 26KB
• 0001140361-24-016468.txt (&nbsp;) — 21794KB
• alsn-20240508.xsd (EX-101.SCH) — 6KB
• alsn-20240508_def.xml (EX-101.DEF) — 7KB
• alsn-20240508_lab.xml (EX-101.LAB) — 13KB
• alsn-20240508_pre.xml (EX-101.PRE) — 6KB
• ny20014032x1_def14a_htm.xml (XML) — 399KB

Executive Compensation

Executive Compensation 44 Compensation Discussion and Analysis 44 Compensation-Related Risk Assessment 54 Compensation Committee Report 54 Summary Compensation Table 55 Grants of Plan-Based Awards for 2023 57 Outstanding Equity Awards at December 31, 2023 60 Options Exercised and Stock Vested during 2023 62 Pension Benefits for 2023 63 Nonqualified Deferred Compensation for 2023 63 Potential Payments upon Termination or Change-in-Control 64 Director Compensation 69 Ratio of CEO Compensation to Median of Employees 72 Pay Versus Performance 73 Stockholder Proposals at 2025 Annual Meeting 80 Questions and Answers about the Annual Meeting and Voting 81 Incorporation by Reference 86 Appendix A: Allison Transmission Holdings, Inc. 2024 Equity Incentive Award Plan TABLE OF CONTENTS Allison Transmission Holdings, Inc. One Allison Way Indianapolis, Indiana 46222 This proxy statement is being provided to stockholders on or about March 29, 2024 in connection with the solicitation by the Board of Directors, or Board, of Allison Transmission Holdings, Inc., referred to in this proxy statement as Allison, we, us, our or the Company, of proxies to be voted at the 2024 annual meeting of stockholders, or the Annual Meeting, and at any adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of 2024 Annual Meeting of Stockholders. The Annual Meeting will be held at 10:00 a.m. Eastern Time on Wednesday, May 8, 2024 via live webcast at www.virtualshareholdermeeting.com/ALSN2024. Corporate Governance Corporate Governance Approach and Highlights Our Board believes that good corporate governance is important to ensure our business is managed for the long-term benefit of our stockholders. We have adopted a Code of Business Conduct that applies to all directors, officers and other employees. Our Board has adopted Corporate Governance Guidelines, which, in conjunction with our Second Amended a

: Gender Identity

Part I: Gender Identity Directors 2 8

: Demographic Background

Part II: Demographic Background Asian (1) 1 White 2 6 Did Not Disclose Demographic Background 1 (1) Asian is defined to include a person having origins in any of the original peoples of the Far East, Southeast Asia, or the Indian subcontinent, including, for example, Cambodia, China, India, Japan, Korea, Malaysia, Pakistan, the Philippine Islands, Thailand and Vietnam. Balanced Diversity of Tenure. The Nominating and Corporate Governance Committee also considers Board tenure when evaluating the effectiveness and composition of the Board. Instead of applying term limits, the Nominating and Corporate Governance Committee conducts an annual evaluation of the effectiveness of each director including his or her primary occupation and whether he or she has the requisite time to commit to serve on the Board. As a result of its rigorous process, the Board's current average director tenure is approximately 4.5 years, which is well below the average director tenure in 2023 for the companies in the S&P 500 Index. More importantly, the Nominating and Corporate Governance Committee believes that the Board's tenure distribution, as reflected in the chart below, provides an appropriate balance of fresh perspective and institutional knowledge that informs the discussions and decisions of the Board as well as its key committees. Tenure Diversity Matrix Director Availability including Service on Other Public Company Boards . The Nominating and Corporate Governance Committee also considers each director's service on other boards, both public and private. We also have a policy, included in our Corporate Governance Guidelines, that limits non-executive directors from serving on more than five total public company boards and directors who are employees of the Company from serving on more than two total public company boards. Directors are required to notify the chair of the Nominating and Corporate Governance Committee before being elected or appointed to any public comp

View Full Filing

View this DEF 14A filing on SEC EDGAR