DEF 14A of Dauch Corp, Mar 21, 2024

DEF 14A of Dauch Corp

Filed Mar 21, 2024 · FY20230001062231-24-000043

Open on EDGAR

  1. Driving Long-Term Shareholder Value

    Driving Long-Term Shareholder Value As a leading global tier 1 automotive supplier, AAM designs, engineers and manufactures driveline and metal forming technologies to support electric, hybrid and internal combustion vehicles. Our mission is to deliver efficient, powerful and innovative solutions for our customers while leading the industry in quality, operational excellence and technology leadership to maximize shareholder value. Our Board believes that AAM is well positioned to deliver long-term shareholder value by utilizing the following fundamental elements and objectives of our business.

  2. Compensation Program Metrics Link to Strategic Business Objectives

    | Strategic Business Objective | Alignment | Incentive Metric | | Drive productivity and financial performance | | EBITDA Margin –2023 Annual Incentive Program (40%) | | Continue to strengthen the balance sheet; provide funding for organic growth, research & development, and other capital priorities; reduce leverage | | Operational Cash Flow –2023 Annual Incentive Program (40% metric) | | Develop innovative technology, including electrification, and reinvest in research and development | | Free Cash Flow –2023 LTI Performance Awards (100% metric of performance-based LTI) | | Secure future replacement business and achieve profitable growth while retaining flexibility to address market changes | | Strategic Goals –2023 Annual Incentive Program (10%) | | Achieve progress on ESG priorities, including DEI initiatives and environmental goals | | ESG/Sustainability Goals –2023 Annual Incentive Program (10%) | | Create sustainable value for shareholders and align with our shareholders' experience | | Relative TSR –2023 LTI Performance Awards (modifier -15% or +15%) |

  3. Shareholders and Our Executive Compensation Program

    | 2018 | 2020 | 2022 | 2023 | | –Redesigned annual proxy statement and enhanced disclosures for better understanding and transparency –Reduced executive retirement benefits by freezing legacy retirement plan and adopted a plan more aligned with market practices | –Allocated 20% of annual incentive program to the achievement of strategic priorities, including ESG/sustainability initiatives –Salary reductions of 30% for executive officers and a 40% reduction in fees for non-employee directors in response to COVID-19 | –Increased the emphasis on ESG/sustainability objectives by specifically allocating 10% of our annual incentive program to the achievement of ESG/sustainability objectives | –Increased performance-based portion of LTI awards to 60% from 50% in 2022 –Eliminated unvested performance shares from counting toward stock ownership requirements |

  4. Shareholders and Our Executive Compensation Program

    | Compensation Program Shareholder Feedback | Response | | Our incentive compensation program metrics are aligned with our business strategy in particular the use of free cash flow as an incentive metric. | Free cash flow is a critical driver to reduce leverage and convert value to shareholders. Due to its impact on the achievement of this key strategic objective, we have continued to select free cash flow as the sole financial metric for our long-term performance-based awards. | | | In 2024 we increased weighting of the performance-based cash flow metric of the annual incentive program by 10% to emphasize the importance of strong cash flow performance. | | Shareholders would prefer more performance-based pay. | We increased the portion of long-term performance-based incentive awards to 60% to further align pay with performance. | | | In 2024 we increased weighting of the performance-based cash flow metric of the annual incentive program by 10% to emphasize the importance of strong cash flow performance. | | Shareholders would prefer more alignment between pay and performance, including Total Shareholder Return (TSR). | In 2020, in response to prior feedback, we added a TSR modifier to our long-term incentive performance-based awards. The TSR modifier allows for adjustment of compensation awards. This provides continued alignment with shareholders while balancing the importance of short-term and long-term company financial performance, specifically free cash flow performance. | | Shareholders view the link between ESG/sustainability with our incentive compensation programs positively. | We will continue to emphasize ESG/sustainability objectives by weighting a portion of the annual incentive program metrics to achieving ESG/sustainability objectives. |

  5. Election of Directors

    Election of Directors

  6. Election of Directors

    | Proposal 1: Election of Directors |

  7. Election of Directors

    The Board proposes that David C. Dauch, William L. Kozyra, Peter D. Lyons, and Samuel Valenti III be re-elected to the Board as Class I directors for terms expiring at the annual meeting in 2027. The Board is divided into three classes. Directors serve for staggered three-year terms. The Board believes that the staggered election of directors helps to maintain continuity and stability and ensures that a majority of directors at any given time will have in-depth Company knowledge. This is important as the Company continues to navigate the automotive industry's electrification transformation with capital intensive products and programs that require long-lead investments and stable relationships with our customers. The Board unanimously approved the nominations of Mr. Dauch, Mr. Kozyra, Mr. Lyons, and Mr. Valenti based on their demonstrated effectiveness as members of our Board and the committees on which they serve, their experience and expertise, and their sound judgment and integrity. Each nominee brings a strong and unique background and set of skills to the Board. Collectively, the Board has high levels of competence and experience in a variety of areas, including manufacturing, engineering, finance, international business, management, law, risk management, strategic business development and the global automotive industry. A summary of the principal occupation, professional background and specific knowledge and expertise that qualify each nominee to serve on our Board is provided in the following pages of this proxy statement.

  8. Election of Directors

    | ☑ | The Board unanimously recommends a vote FOR each of the nominees. |

  9. Election of Directors

    | Table of Contents | Election of Directors |

  10. Director Candidate Evaluation and Recruitment

    Director Candidate Evaluation and Recruitment Our Board believes that the most effective oversight comes from a Board that represents a diverse range of experience and perspectives that provide the collective skills, qualifications and attributes necessary to provide sound governance. To carry out its responsibilities and set the appropriate tone at the top, our Board is focused on the character, integrity and qualifications of its members, and on the Board's leadership structure and composition. The Nominating/Corporate Governance Committee reviews with the Board the experience and attributes desired for effective governance in our changing industry and evaluates the current Board composition in light of these criteria. Although specific qualifications may vary from time to time, desired qualities and characteristics include: –high ethical character and shared values with AAM; –high-level leadership experience and achievement at a policy-making level in business, educational or professional activities; –breadth of knowledge of issues affecting AAM; –special competencies, such as financial, technical, international business or other expertise, or industry knowledge; –awareness of a director's vital role in AAM's good corporate citizenship and corporate image; and –sufficient time and availability to effectively carry out a director's duties. The Board as a whole should reflect a balance of knowledge, experience, skills, expertise and diversity that, when taken together, will enhance the quality of the Board’s deliberations and decisions. Consistent with this philosophy, the Board adopted a policy to include in each director search qualified candidates who reflect diverse backgrounds, including diversity of gender and race. Board composition reflects the Board's commitment to identify, evaluate and nominate candidates who possess personal qualities, qualifications, skills, and diversity of backgrounds, and provide a mix of tenures that, when taken together, best serve our company and our shareholders. Diversity in tenure creates a good mix of perspectives. Longer-tenured directors bring a deep understanding of the Company and continuity as new directors join the Board. Newer members bring new perspectives, expertise and diversity as the Board is refreshed to address changes in the business over time. In addition, for incumbent directors, the Nominating/Corporate Governance Committee and the full Board considers attendance, past performance on the Board and contributions to the Board and applicable committees. In identifying new director candidates for the Board, the Nominating/Corporate Governance Committee, in consultation with the Chairman of the Board, makes recommendations to the Board based on referrals from Board members and other appropriate sources. Once a proposed candidate is identified, their skills, qualifications and independence are evaluated and individuals meeting the Board’s criteria are interviewed by the Chairman of the Nominating/Corporate Governance Committee and other Board members, as appropriate. The Nominating/Corporate Governance Committee then conducts all necessary and appropriate inquiries into the candidate's background and qualifications, reviews the candidate’s skills, qualifications and independence, and considers feedback from the interviews in deciding whether to recommend that the Board consider appointing the candidate to the Board. The Nominating/Corporate Governance Committee is also open to accepting stockholders' suggestions of candidates to consider as potential Board members as part of the Nominating/Corporate Governance Committee's periodic review of the size and composition of the Board and its committees. The Nominating/Corporate Governance Committee uses the same robust process to evaluate director nominees recommended by stockholders as it does to evaluate nominees identified by other sources. Please note the requirements summarized in the 2025 Stockholder Proposals and Nominations section of this proxy statement may apply. As part of the Board’s commitment to Board refreshment, the Board actively identified and evaluated several potential new Board members. Interviews were conducted by our Chairman and CEO, Lead Independent Director and Chair of the Nominating & Governance Committee, and other Board members. The Nominating/Corporate Governance Committee considered feedback from this process and, ultimately, recommended to the full Board that Aleksandra Miziolek be appointed to the Board. The Board appointed Ms. Miziolek effective March 15, 2024, joining the class of directors with a term expiring at the 2025 Annual Meeting of Shareholders.

  11. Director Candidate Evaluation and Recruitment

    | Table of Contents | Election of Directors |

  12. Board Skills and Qualifications

    Board Skills and Qualifications The following table summarizes the key qualifications and skills of our Board members that are directly relevant to our business and strategic objectives. The director biographies listed below describe further details about the qualifications and relevant experience of each director nominee and returning director.

  13. Board Skills and Qualifications

    | Skill / Qualification | David C. Dauch | Elizabeth A. Chappell | William L. Kozyra | Peter D. Lyons | James A. McCaslin | William P. Miller II | Aleksandra A. Miziolek | Herbert K. Parker | Sandra E. Pierce | John F. Smith | Samuel Valenti III | | Industry Experience | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | CEO/COO Experience | ■ | ■ | ■ | | ■ | | | | ■ | | ■ | | International Business | ■ | | ■ | ■ | ■ | ■ | ■ | ■ | | ■ | | | Strategic Planning | ■ | ■ | ■ | ■ | | | ■ | ■ | ■ | ■ | ■ | | Innovation & Technology | ■ | ■ | ■ | | ■ | ■ | | | | ■ | | | Financial Expertise | | | | | | • | | • | ■ | • | ■ | | Business Development | ■ | ■ | ■ | | ■ | | ■ | ■ | ■ | ■ | ■ | | Legal/Regulatory | | | | ■ | | ■ | ■ | | | | | | Human Capital Management | ■ | ■ | ■ | ■ | ■ | | ■ | ■ | | | ■ | | Risk Management | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | ■ | | | | | | | | • | Audit Committee financial expert under SEC rules | | | | |

  14. Board Skills and Qualifications

    | Table of Contents | Election of Directors |

  15. Nominees for Director

    Nominees for Director

  16. Class I — Directors to hold office until the 2027 Annual Meeting of Stockholders

    | David C. Dauch | Chairman of the Board & Chief Executive Officer, AAM | | | | Current and Past Positions at AAM | Key Qualifications and Experience | | | Chairman of the Board since August 2013 Chief Executive Officer since September 2012 President & Chief Executive Officer September 2012 - August 2015 President & Chief Operating Officer 2008 - 2012 Various positions of increasing responsibility 1995 - 2008 | Based on his professional background and prior AAM Board experience, the following qualifications led the Board to conclude that Mr. Dauch should serve on AAM's Board: his leadership experience as an officer of AAM since 1998; the breadth of his management experience within, and knowledge of, AAM's global operations; and his subject matter knowledge in the areas of innovation and technology, manufacturing, strategic planning, human capital management and risk management. | | | | Directorships (not-for-profit) and Leadership Roles | | Age: 59 | Other Company Directorships | –Business Leaders for Michigan –Detroit Economic Club –Detroit Regional CEO Council, Regional Chamber and Regional Partnership –Great Lakes Council Boy Scouts of America –Boys & Girls Club of Southeastern Michigan –National Association of Manufacturers (NAM) –Miami University Business Advisory Council –Stellantis Supplier Advisory Council | | Director Since: 2013 (Chairman) 2009 | Amerisure Companies since 2014 | | | | Previous Directorship | | | | Horizon Global Corporation 2015 - 2018 | | | Committees: | | | | Executive (Chairman) | | | | | | Previous Directorships (not-for-profit) | | | | –General Motors Supplier Council –Original Equipment Suppliers Association (OESA) –Detroit Mayor's Workforce Development Board –Sustainability Leadership Council of Michigan |

  17. Class I — Directors to hold office until the 2027 Annual Meeting of Stockholders

    | William L. Kozyra | Chairman & Chief Executive Officer, Wilko Plastics, Inc. | | | | Current and Past Positions (BF) | Key Qualifications and Experience | | | Chairman & Chief Executive Officer Wilko Plastics, Inc. since 2022 President & Chief Executive Officer TI Fluid Systems plc (TI Automotive) (fluid storage, carrying and delivery systems) 2008 - December 2021 President & Chief Executive Officer Continental AG North America 1998 - 2008 Member of Executive Board Continental AG (DAX) 2006 - 2008 Vice President & General Manager Brake Products Division of Bosch Braking Systems 1995 - 1997 | Based on his professional background and prior AAM Board experience, the following qualifications led the Board to conclude that Mr. Kozyra should serve on AAM's Board: his leadership experience as Chief Executive Officer of TI Fluid Systems plc; the breadth of his international experience with global companies in the automotive industry; and his subject matter knowledge in the areas of engineering, OEMs, manufacturing, innovation and technology, strategic planning, human capital management and risk management. | | Age: 66 | Former Public Company Directorship | Directorships (not-for-profit) and Leadership Roles | | Director Since: 2015 | | | | Committees: | TI Fluid Systems plc (TI Automotive) 2008 - December 2021 | –General Motors Supplier Council –Ford Motor Company Top 100 Supplier Forum –Notre Dame Preparatory School –Automotive Hall of Fame –Boy Scouts of America, Detroit –University of Detroit Alumni Council –Society of Automotive Engineers | | Compensation | | | | Nominating/Corp Gov | | | | Technology | | |

  18. Class I — Directors to hold office until the 2027 Annual Meeting of Stockholders

    | Peter D. Lyons | Counsel, Freshfields Bruckhaus Deringer US LLP | | | | Current and former Positions | Key Qualifications and Experience | | | Counsel since 2021 Partner 2014 - 2021 Freshfields Bruckhaus Deringer US LLP New York, NY Adjunct Professor since 2020 University of Virginia, School of Law | Based on his professional background and prior AAM Board experience, the following qualifications led the Board to conclude that Mr. Lyons should serve on AAM's Board: his experience as an attorney of major law firms since 1980; the breadth of his experience in advising global businesses on complex legal matters and transactions; and his subject matter knowledge in the areas of corporate governance, mergers and acquisitions, international business, human capital management and risk management. | | Age: 68 | | | | Director Since: 2015 | | | | Committees: | | | | Compensation | | | | Nominating/Corp Gov | | |

  19. Class I — Directors to hold office until the 2027 Annual Meeting of Stockholders

    | Samuel Valenti III | Chairman & Chief Executive Officer, Valenti Capital LLC | | | | Current and Past Positions | Key Qualifications and Experience | | | Chairman & Chief Executive Officer Valenti Capital LLC since 2000 Positions at Masco Corporation 1968-2008 President, Masco Capital Corporation 1988-2008 Vice President - Investments Masco Corporation 1974-1998 | Based on his professional background and prior AAM Board experience, the following qualifications led the Board to conclude that Mr. Valenti should serve on AAM's Board: his leadership experience as an executive of Masco for 40 years; the breadth of his management experience in diversified manufacturing businesses; and his subject matter expertise in the areas of strategic planning, finance, economics and asset management, human capital management and risk management. | | Age: 78 | Other Public Company Directorship | Directorships (not-for-profit) and Leadership Roles | | Director Since: 2013 | TriMas Corporation since 2002 | | | Committees: | Previous Directorships | –Business Leaders for Michigan –Renaissance Venture Capital Fund (Michigan) Advisory Board Chairman | | Audit | Horizon Global Corporation 2015 - May 2018 Masco Capital Corporation 1988 - 2008 | | | Compensation | | | | Nominating/Corp Gov | | |

  20. Class II— Directors to hold office until the 2025 Annual Meeting of Stockholders

    | Elizabeth A. Chappell | Former President & Chief Executive Officer, Detroit Economic Club | | | | Current and Past Positions | Key Qualifications and Experience | | | Former Owner (co-founder) RediMinds, Inc. 2015 - 2019 President & Chief Executive Officer Detroit Economic Club 2002 - 2017 Executive Vice President, Corporate Communications & Investor Relations Compuware Corporation 1997 - 2001 President & Chief Executive Officer Chappell Group 1995 - 2000 Various executive positions with increasing responsibility with AT&T for 16 years | Based on her professional background and prior AAM Board experience, the following qualifications led the Board to conclude that Ms. Chappell should serve on AAM's Board: her leadership experience as President & CEO of the Detroit Economic Club; the breadth of her community outreach and corporate citizenship experience in her professional, civic and charitable endeavors; and her subject matter knowledge in the areas of investor relations, marketing and communications, business development, human capital management and risk management. | | | | Directorships (not-for-profit) and Leadership roles | | Age: 66 | Previous Directorships | –Detroit Economic Club –Detroit Zoo –Michigan Israel Business Accelerator (MIBA) –The Parade Company –International Women's Forum | | Director Since: 2004 | Handleman Company 1999 - 2009 Compuware Corporation 1997 - 2002 | | | Committees: | | | | Nominating/Corp Gov | | | | (Chair) | | | | Technology | | |

  21. Class II— Directors to hold office until the 2025 Annual Meeting of Stockholders

    | Aleksandra A. Miziolek | Retired Chief Transformational Officer, Cooper-Standard Holdings, Inc. | | | | Current and Past Positions | Key Qualifications and Experience | | | Operator Advisor Assembly Ventures since 2021 Advisor OurOffice, Inc. since 2021 SVP, Chief Transformation Officer, General Counsel, Corporate Secretary and Chief Compliance Officer Cooper-Standard Holdings, Inc. 2014-2019 Member, Director of the Automotive Industry Group Dykema Gossett PLLC 1982-2014 | Based on her professional background and public company board experience, the following qualifications led the Board to conclude that Ms. Miziolek should serve on AAM’s Board: her leadership experience as SVP, Chief Transformation Officer, General Counsel, Corporate Secretary and Chief Compliance Officer for Cooper-Standard Holdings, Inc.; the breadth of her experience leading transformational initiatives and advising global businesses on complex legal issues in the automotive industry; and her subject matter knowledge in the areas of international business, mergers and acquisitions strategic planning, innovation, human capital management and risk management. | | | | Directorship (not-for-profit) and Leadership Roles | | | | –Research Council of Michigan –International Women’s Forum Member –NACD Board Leadership Fellow –MiSide | | Age: 67 | Public Company Directorships | | | Director Since: 2024 | Solid Power, Inc. since 2021 Exro Technologies, Inc. since 2023 | | | | Previous Directorships | | | | Tenneco, Inc. 2020-2022 | |

  22. Class II— Directors to hold office until the 2025 Annual Meeting of Stockholders

    | Herbert K. Parker | Retired Executive Vice President, Harman International Industries | | | | Past Positions | Key Qualifications and Experience | | | Harman International Industries, Inc.: Executive Vice President, Operational Excellence 2015 - 2017 Executive Vice President and Chief Financial Officer 2008 - 2014 ABB, Inc. and related ABB companies: Chief Financial Officer, North America 2006 - 2008 Chief Financial Officer, Automation Technologies Division 2002 - 2005 Various finance positions of increasing responsibility throughout Asia, Europe and North America 1980 - 2002 | Based on his professional background and public company board and audit committee experience, the following qualifications led the Board to conclude that Mr. Parker should serve on AAM’s Board: his leadership and financial experience as the Chief Financial Officer of Harman International Industries, Inc. and of ABB; his responsibilities for mergers and acquisitions, information technology, internal audit and tax; the breadth of his management experience over global operating activities, capital allocation structures and developing and implementing strategic plans; and his subject matter knowledge in the areas of finance, investments, audit and accounting, strategic planning, human capital management and risk management. | | Age: 65 | Other Public Company Directorships | Directorship (not-for-profit) | | Director Since: 2018 | TriMas Corporation since March 2015 Apogee Enterprises, Inc. since May 2018 nVent Enterprises Plc. since May 2018 | –Stamford, Connecticut YMCA | | Committees: | | | | Audit | | | | Nominating/Corp Gov | | |

  23. Class II— Directors to hold office until the 2025 Annual Meeting of Stockholders

    | John F. Smith | Principal, Eagle Advisors LLC | | | | Current and Past Positions | Key Qualifications and Experience | | | Principal, Eagle Advisors LLC (strategy development and performance improvement consulting) since 2011 Positions at General Motors: Group Vice President, Corporate Planning and Alliances (most recent position) 2000 - 2010 General Manager, Cadillac Motor Car 1997 - 1999 President, Allison Transmission 1994 - 1996 Vice President, Planning; International Operations, Zurich Switzerland 1989 - 1993 | Based on his professional background and prior AAM Board experience, the following qualifications led the Board to conclude that Mr. Smith should serve on AAM's Board: his leadership experience in the automotive industry; the breadth of his management experience with General Motors international operations; and his subject matter knowledge in the areas of manufacturing, finance, innovation and technology, strategic planning, human capital management and risk management. | | | | Directorship (not-for-profit) | | | | –Jeremie Rising | | Age: 73 | Public Company Directorship | | | Director Since: 2011 | TI Fluid Systems plc (TI Automotive) since 2017 | | | Committees: | | | | Audit | Previous Directorships | | | Technology (Chair) | CEVA Logistics, AG 2013 - April 2019 Covisint Corporation 2016 - 2017 Arnold Magnetics 2015 - 2016 Plasan Carbon Composites 2013 - 2014 Smith Electric Vehicles Corp. 2012 - 2014 | | | Executive | | |

  24. Class III — Directors to hold office until the 2026 Annual Meeting of Stockholders

    | James A. McCaslin | Retired President & Chief Operating Officer, Harley-Davidson Motor Co. | | | | Past Positions | Key Qualifications and Experience | | | Positions at Harley-Davidson (Retired 2010): President & Chief Operating Officer 2001 - 2009 Various senior executive positions 1992 - 2001 Other Manufacturing Company Positions: Manufacturing and Engineering executive JI Case (agricultural equipment) 1989 - 1992 Manufacturing and Quality executive Chrysler Corporation Volkswagen of America General Motors Corporation 1966 - 1989 | Based on his professional background and prior AAM Board experience, the following qualifications led the Board to conclude that Mr. McCaslin should serve on AAM's Board: his leadership experience as President & COO of Harley-Davidson Motor Company; the breadth of his manufacturing and engineering experience at global manufacturing companies; and his subject matter knowledge in the areas of engineering, innovation and technology, manufacturing, human capital management and risk management. | | Age: 75 | | | | Director Since: 2011 | Previous Public Company Directorship | | | Lead Independent Director | Maytag Corporation 2003 - 2006 | | | Committees: | | | | Audit | | | | Compensation (Chair) | | | | Nominating/Corp Gov | | | | Technology | | | | Executive | | |

  25. Class III — Directors to hold office until the 2026 Annual Meeting of Stockholders

    | William P. Miller II CFA | Senior Managing Director - Capital Markets, Investments & Governance Financial Markets International, Inc. | | | | Current and Past Positions | Key Qualifications and Experience | | | Senior Managing Director - Capital Markets, Investments & Governance since 2020 Senior Managing Director & CFO 2011 - 2013 Financial Markets International, Inc. Chief Financial Officer 2019 - September 2020 Head of Asset Allocation 2013 - 2019 Saudi Arabian Investment Company Deputy Chief Investment Officer Ohio Public Employees Retirement System 2005 - 2011 Senior Risk Manager Abu Dhabi Investment Authority 2003 - 2005 Independent Risk Oversight Officer & Chief Compliance Officer Commonfund Group 1996 - 2002 | Based on his professional background and prior AAM Board and Audit Committee experience, the following qualifications led the Board to conclude that Mr. Miller should serve on AAM's Board: his leadership qualities developed from his experience as Head of Asset Allocation and Chief Financial Officer for the Saudi Arabian Investment Company and as an officer with oversight responsibilities for investments, risk and compliance since 1996; the breadth of his experience in serving on the boards of the Chicago Mercantile Exchange and the Dubai Mercantile Exchange; and his subject matter knowledge in the areas of finance, investments, audit and accounting, innovation and technology, regulatory matters, human capital management and risk management. | | Age: 68 | | | | Director Since: 2005 | | Directorship (not-for-profit) | | Committees: | | –Business Advisory Council College of Business & Economics Ashland University | | Audit (Chair) | Previous Directorships | | | Technology | Wayne County (Ohio) Humane Society 2021-2023 Chicago Mercantile Exchange 2003 - 2017 Dubai Mercantile Exchange 2011 - 2017 | |

  26. Class III — Directors to hold office until the 2026 Annual Meeting of Stockholders

    | Sandra E. Pierce | Retired Chair, Huntington Bank Michigan | | | | Past Positions | Key Qualifications and Experience | | | Chair, Huntington Bank Michigan and Sr. Vice President, Private Client Group & Regional Banking Director 2016 - 2023 Vice Chair, First Merit Corporation and Chair and Chief Executive Officer, First Merit Michigan (acquired by Huntington Bank) 2013 - 2016 President and Chief Executive Officer, Charter One, Midwest Regional Executive (RBS Citizens, N.A.) 2005 - 2012 Various banking and executive positions with increasing responsibility with JPMorgan Chase, Michigan (successor to Bank One, First Chicago NBD and NBD Bank, N.A.) 1978 - 2005 | Based on her professional background and public company board experience, the following qualifications led the Board to conclude that Ms. Pierce should serve on AAM’s Board: her leadership experience as Senior Executive Vice President - Private Client Group & Regional Banking Director, and Chair of Huntington Bank Michigan, and as chief executive officer of FirstMerit Michigan and Charter One; the breadth of her corporate marketing and community development experience in her professional, civic and charitable endeavors; and her subject matter knowledge in the areas of strategic planning, finance, public relations, business development, human capital management and risk management. | | | | Directorships (not-for-profit) | | | | –Downtown Detroit Partnership –Business Leaders for Michigan, Vice-Chair –Detroit Economic Club –Detroit Regional Chamber –Henry Ford Health System Foundation –The Parade Company –Wayne State University Foundation | | Age: 65 | Other Public Company Directorship | | | Director Since: 2018 | Penske Automotive Group since 2012 | | | Committees: | Private Company Directorships | | | Audit | Barton Malow Company since January 2013 ITC Holding Corp (subsidiary of Fortis, Inc.) since January 2017 | | | Compensation | | |

  27. Corporate Governance and Sustainability Policies

    | Table of Contents | Compensation of Directors |

  28. Corporate Governance and Sustainability Policies

    | Compensation of Directors |

  29. 2023 Annual Retainer and Committee Chair Retainers

    In 2023, based on a Meridian market benchmark analysis that compared our Board compensation to that of our comparative peer group, the Board approved an increase of $15,000 to the Lead Independent Director annual retainer effective January 1, 2024.

  30. 2023 Annual Equity Grant

    2023 Annual Equity Grant Non-employee directors serving on the Board on the date of the 2023 annual meeting received a grant of 20,030 restricted stock units (RSUs) with a grant date value of $135,000. The RSUs are payable in stock and vest in one year, unless vesting is accelerated upon death, disability or a change in control. Non-employee directors may elect to defer settlement of RSUs until after termination of service from the Board. To further align Board compensation levels with the market median of our peer group, the Board also approved an increase in the annual equity grant value to $150,000 effective January 1, 2024.

  31. Anti-hedging and Anti-pledging policy

    | Table of Contents | Compensation of Directors |

  32. Director Compensation Table

    Director Compensation Table Total 2023 compensation of our non-employee directors is shown below.

  33. Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Elizabeth A. Chappell | 125,000 | 135,002 | 600 | 260,602 | | William L. Kozyra | 110,000 | 135,002 | 1,000 | 246,002 | | Peter D. Lyons | 110,000 | 135,002 | 3,300 | 248,302 | | James A. McCaslin | 165,000 | 135,002 | 700 | 300,702 | | William P. Miller II | 135,000 | 135,002 | 500 | 270,502 | | Herbert K. Parker | 110,000 | 135,002 | 600 | 245,602 | | Sandra E. Pierce | 110,000 | 135,002 | 600 | 245,602 | | John F. Smith | 125,000 | 135,002 | 1,100 | 261,102 | | Samuel Valenti III | 110,000 | 135,002 | 1,600 | 246,602 |

  34. Director Compensation Table

    (1)Fees earned in 2023 for annual, committee chair and lead director retainers. (2)Reflects the full grant date fair value of RSUs granted on May 4, 2023 calculated in accordance with FASB ASC 718 (without any reduction for risk of forfeiture) as determined by applying the assumptions used in our financial statements. The grant date fair value of equity awards was calculated using the closing market price of AAM common stock on the grant date ($6.74). See Note 8 to the audited consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2023 for assumptions underlying the valuation of equity awards. (3)The Company reimburses non-employee directors for travel and related out-of-pocket expenses in connection with attending Board, committee and stockholder meetings. From time to time, the Company invites spouses of non-employee directors to attend Company events associates with these meetings. The Company pays for spousal travel and certain other expenses and reimburses non-employee directors for taxes attributable to the income associates with this benefit. Amounts reflect reimbursement of taxes on this income. As of December 31, 2023, each non-employee director had the number of outstanding RSUs (including those deferred) shown below.

  35. Director Compensation Table

    | Name | Restricted Stock Units Outstanding (#) | | Elizabeth A. Chappell | 107,993 | | William L. Kozyra | 113,560 | | Peter D. Lyons | 117,572 | | James A. McCaslin | 130,333 | | William P. Miller II | 121,491 | | Herbert K. Parker | 20,030 | | Sandra E. Pierce | 89,987 | | John F. Smith | 139,044 | | Samuel Valenti III | 51,933 |

  36. Director Compensation Table

    | Table of Contents | Beneficial Stock Ownership |

  37. Director Compensation Table

    | Beneficial Stock Ownership |

  38. Director Compensation Table

    The following tables show the number of shares of AAM common stock beneficially owned by: –each person known to us who beneficially owns more than 5% of AAM common stock; –each of our non-employee directors as of March 7, 2024; –each of the named executive officers shown in the Summary Compensation Table; and –all directors and executive officers as a group as of March 7, 2024. A beneficial owner of stock is a person who has voting power (the power to control voting decisions) or investment power (the power to cause the sale of the stock). All individuals listed below have sole voting and investment power over the shares (unless otherwise noted). The beneficial ownership calculation includes 117,539,721 shares of AAM common stock outstanding on March 7, 2024 (record date).

  39. Director Compensation Table

    | | Shares Beneficially Owned | Percent of Shares Outstanding | | Greater Than 5% Owners | | | | BlackRock, Inc.(1) | 19,117,494 | 16.30 | | 50 Hudson Yards, New York, NY 10001 | | | | The Vanguard Group(2) | 14,146,031 | 12.08 | | 100 Vanguard Blvd., Malvern, PA 19355 | | | | Dimensional Fund Advisors LP(3) | 7,669,092 | 6.60 | | 6300 Bee Cave Road, Building One, Austin, TX 78746 | | | | Barrow Hanley Global Investors(4) | 5,853,190 | 5.00 | | 2200 Ross Avenue, 31st Floor, Dallas, TX 75201 | | | | Non-Employee Directors (5) | | | | Elizabeth A. Chappell | 156,120 | * | | William L. Kozyra | 117,572 | * | | Peter D. Lyons | 122,572 | * | | James A. McCaslin | 157,544 | * | | William P. Miller II | 164,594 | * | | Herbert K. Parker | 119,987 | * | | Sandra E. Pierce | 89,987 | * | | John F. Smith | 150,544 | * | | Samuel Valenti III | 51,933 | * | | Named Executive Officers | | | | David C. Dauch(6) | 1,910,801 | 1.6 | | Christopher J. May | 337,824 | * | | Michael J. Lynch(6) | 163,015 | * | | Terri M. Kemp | 126,735 | * | | Tolga I. Oal | — | * | | All Directors and Executive Officers as a Group (15 persons) | 3,669,228 | 3.1 |

  40. Director Compensation Table

    (*) Less than 1% of the outstanding shares of AAM common stock. (1)Based on the Schedule 13G/A filed on January 22, 2024 by BlackRock, Inc., reporting sole voting power over 18,790,250 shares and sole dispositive power over 19,117,494 shares. (2)Based on the Schedule 13G/A filed on February 13, 2024 by The Vanguard Group, reporting shared voting power over 135,359 shares, sole dispositive power over 13,890,713 shares and shared dispositive power over 255,318 shares. (3)Based on the Schedule 13G/A filed on February 9, 2024 by Dimensional Fund Advisors LP, reporting sole voting power over 7,531,299 shares and sole dispositive power over 7,669,092 shares. (4)Based on the Schedule 13G filed on February 13, 2024 by Barrow Hanley Global Investors, reporting sole voting power over 5,813,437 shares, shared voting power over 39,753 shares and sole dispositive power over 5,853,190 shares. (5)Includes vested RSUs awarded to non-employee directors that have been deferred. For the number of RSUs held by each non-employee director, see table included in Compensation of Directors. (6)For Mr. Dauch, amount includes 548 shares held in trusts for the benefit of his children and, for Mr. Lynch, amount includes 1,000 shares held in his spouse's trust.

  41. Director Compensation Table

    | Table of Contents | Beneficial Stock Ownership |

  42. Director Compensation Table

    | Related Person Transactions Policy |

  43. Director Compensation Table

    The Board has adopted a written policy and procedure for the review, approval and ratification of transactions involving AAM and any “related person” as defined in the policy. This policy supplements AAM’s other conflict of interest policies in our Code of Business Conduct. The Audit Committee is responsible for reviewing, approving and ratifying all related person transactions. For purposes of this policy, a related person transaction includes any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships in which AAM is or is expected to be a participant, the amount involved exceeds $120,000, and a related person has or will have a direct or indirect material interest. A related person includes directors and executive officers and their immediate family members, stockholders owning more than five percent of the Company's outstanding common stock as of the last completed fiscal year, and any entity owned or controlled by any one of these persons. The Audit Committee determines whether a related person's interest in a transaction is material based on a review of the facts and circumstances. In deciding whether to approve or ratify a related person transaction, the Audit Committee will consider, among other factors it deems appropriate, (1) whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and (2) the significance of the related person's interest in the transaction. A member of the Audit Committee may not participate in the review or vote concerning any related person transaction in which the Audit Committee member or his or her immediate family member is involved. The policy also provides that certain types of transactions are deemed to be pre-approved by the Audit Committee and do not require separate approval or ratification. In 2023, the Audit Committee reviewed two related party transactions concerning David C. Dauch. AAM has an ongoing business relationship with Century, LLC, a supplier of specialty metal products and heat treating that is affiliated with Mr. Dauch. In September 2021, Mr. Dauch and certain members of his family made investments in Century, LLC. Mr. Dauch and his brother each serve on Century, LLC's board. During 2023, Century, LLC received $543,070 in payments from AAM for ordinary course supply of products and services on terms no less favorable to AAM than terms generally available to an unaffiliated third party under the same or similar circumstances. Mr. Dauch's son, Zachary Dauch, is Director, Product Management at AAM. Zachary Dauch earned $280,666 in base salary and annual bonus for 2023. In addition, Zachary Dauch received a vehicle allowance of $12,000, $1,200 for the cost of personal expenses provided under a lifestyle account, and was reimbursed $1,385 for the cost of an executive physical. Zachary Dauch also participates in the Company's long-term, cash-based incentive program and in 2023 was granted an award with a grant date fair value of $55,620 under the program. These awards have a three year vesting period. There is no direct reporting relationship between Mr. Dauch and his son. In 2023, Norman Willemse served as President, Forging at AAM until his retirement on March 17, 2023. Norman Willemse's daughter, Samantha Thoma, is Manager, AAM Cost System. Ms. Thoma earned $161,736 in base salary and annual bonus for 2023. In addition, Ms. Thoma received $1,093 for the cost of personal expenses provided under a lifestyle account. Mr. Willemse's son-in-law, Grant Acheson, is an Area Manager and earned $143,319 in base salary and annual bonus for 2023. In addition, Mr. Acheson received $1,190 for the cost of personal expenses provided under a lifestyle account, and was reimbursed $2,502 in tuition payments. There was no direct reporting relationship between Mr. Willemse and his daughter or son-in-law. With respect to the above transactions, the Committee concluded that they are not inconsistent with AAM's Code of Business Conduct or the Code of Ethics for the CEO, CFO and other Senior Financial Officers.

  44. Director Compensation Table

    | Table of Contents | Advisory Vote on Executive Compensation |

  45. Compensation Program Metrics Link to Strategic Business Objectives

    | Strategic Business Objective | Alignment | Incentive Metric | | Drive productivity and financial performance | | EBITDA Margin –2023 Annual Incentive Program (40%) | | Continue to strengthen the balance sheet; provide funding for organic growth, research & development, and other capital priorities; reduce leverage | | Operational Cash Flow –2023 Annual Incentive Program (40% metric) | | Develop innovative technology, including electrification, and reinvest in research and development | | Free Cash Flow –2023 LTI Performance Awards (100% metric of performance-based LTI | | Secure future replacement business and achieve profitable growth while retaining flexibility to address market changes | | Strategic Goals –2023 Annual Incentive Program (10%) | | Achieve progress on ESG priorities, including DEI initiatives and environmental goals | | ESG/Sustainability Goals –2023 Annual Incentive Program (10%) | | Create sustainable value for shareholders and align with our shareholders' experience | | Relative TSR –2023 LTI Performance Awards (modifier -15% or +15%) |

  46. Shareholders and Our Executive Compensation Program

    | 2018 | 2020 | 2022 | 2023 | | –Redesigned annual proxy statement and enhanced disclosures for better understanding and transparency –Reduced executive retirement benefits by freezing legacy retirement plan and adopted a plan more aligned with market practices. | –Allocated 20% of annual incentive program to the achievement of strategic priorities, including ESG/sustainability initiatives –Salary reductions of 30% for executive officers and a 40% reduction in fees for non-employee directors in response to COVID-19 | –Increased the emphasis on ESG/sustainability objectives by specifically allocating 10% of our annual incentive program solely to the achievement of ESG/sustainability objectives | –Increased performance-based portion of LTI awards to 60% from 50% in 2022 –Eliminated unvested performance shares from counting toward stock ownership requirements |

  47. Shareholders and Our Executive Compensation Program

    | Compensation Program Shareholder Feedback | Response | | Our incentive compensation program metrics are aligned with our business strategy in particular the use of free cash flow as an incentive metric. | Free cash flow is a critical driver to reduce leverage and ultimately convert value to shareholders. Due to its impact on the achievement of this key strategic objective, we have continued to select free cash flow as the sole financial metric for our long-term performance-based awards. | | | In 2024, we increased weighting of the performance-based cash flow metric of the annual incentive program by 10% to emphasize the importance of strong cash flow performance. | | Shareholders would prefer more performance-based pay | We increased the portion of long-term performance-based incentive awards to 60% to further align pay with performance. | | | In 2024, we increased weighting of the performance-based cash flow metric of the annual incentive program by 10% to emphasize the importance of strong cash flow performance. | | Shareholders would prefer more alignment between pay and performance, including Total Shareholder Return (TSR). | In 2020, in response to prior feedback, we added a TSR modifier to our long-term incentive performance-based awards. The TSR modifier is designed to act as a feature to adjust compensation awards. This provides continued alignment with shareholders while balancing the importance of short-term and long-term company financial performance, specifically free cash flow performance. | | Shareholders view the link between ESG/sustainability with our incentive compensation programs positively. | We will continue to emphasize ESG/sustainability objectives by weighting a portion of the annual incentive program metrics to the achievement of ESG/sustainability objectives. |

  48. Pay for Performance Alignment

    Pay for Performance Alignment Total direct compensation consists of base salary plus target annual and long-term incentive compensation. The Committee generally sets performance objectives for annual and long-term incentive compensation so that targeted total direct compensation levels can be achieved only when target performance objectives are met. Consequently, actual pay may vary from targeted levels based on achieved performance against pre-established performance objectives. Our compensation programs are designed to balance short-term performance with long-term growth. To align executive pay with AAM's performance, a significant amount of our CEO's and NEO's compensation is performance based and is at risk. The following chart illustrates the allocation of 2023 total direct compensation components at target for our CEO and for our other NEOs (average) as a group as of December 31, 2023. This analysis highlights the Company's emphasis on long-term and at-risk compensation.

  49. Executive Compensation Philosophy

    Executive Compensation Philosophy The CD&A provides a detailed description of our executive compensation program and philosophy. The Board, through the Compensation Committee, determines the Company's overall compensation philosophy. The Committee believes that compensation should be: –Aligned with shareholder interests, cultural values and our strategic principles; –Market competitive and comprised of a mix of base salary, annual and long-term incentive compensation, with limited perquisites; and –Designed such that a significant portion of total direct compensation is performance based and contingent upon achievement of Company performance goals. Our compensation philosophy's foundation is a best practice approach to compensation governance that includes clawback policies, an anti-hedging policy, an annual risk assessment of compensation programs and practices, double-trigger equity vesting and severance provisions, and the exclusion of excise tax gross-ups. The following objectives are considered in determining compensation programs and pay levels for our NEOs: –Attract and motivate executives who are vital to the Company's success; –Reward Company and individual performance; –Foster the long-term focus required to deliver value to our shareholders; –Reflect each executive's level of responsibility and contribution to the Company; and –Align executives' interest with those of our stockholders.

  50. Components of Compensation Program

    | Component | Purpose | Characteristics | | Base Salary | Based on level of responsibility, experience, individual performance and internal pay equity | Fixed cash component generally targeted at peer group median | | Annual Incentive Compensation | Incentive to drive short-term performance aligned with strategic goals | Cash award that is at risk due to service and performance conditions | | Long-Term Incentive Compensation | Incentive to drive strategic growth and value creation that supports retention of executives | A mix of performance shares, performance units and RSUs tied to financial and share performance that drives results aligned with shareholder interests | | Retirement and Deferred Compensation | Provide income upon retirement | 401(k) and nonqualified defined benefit and deferred compensation plans | | Perquisites | Limited supplement to total direct compensation | Perquisite allowance provided to CEO. Primary benefit to other NEOs is a Company-provided vehicle with AAM product content. |

  51. Role of the Compensation Consultant

    Role of the Compensation Consultant The Committee has retained Meridian Compensation Partners LLC (Meridian) as its independent compensation consultant. Meridian provides the Committee with independent advice and ongoing recommendations on compensation matters related to our executive officers and non-employee directors. Meridian provides the Committee with competitive market data, peer group analyses and updates on compensation trends and regulatory developments. Meridian also works with the Company in evaluating its incentive programs and the selection of performance measures. Meridian communicates with the Chair of the Committee before and after Committee meetings. Meridian also meets with management to gather information, prepare materials and review proposals to be made to the Committee. Meridian provides no other services to the Company and has no other direct or indirect business relationships with AAM or any of its subsidiaries or affiliates. Based on information provided by Meridian, the Committee assessed Meridian's independence pursuant to NYSE and SEC rules and concluded that no conflict of interest exists that prevents Meridian from independently advising the Committee.

  52. Role of the Compensation Consultant

    | Table of Contents | Compensation Discussion and Analysis |

  53. Peer Group and Market Analysis

    Peer Group and Market Analysis The Committee annually reviews the composition of our comparative peer group and makes adjustments to reflect changes in our business, as well as industry and market conditions. The overall purpose of this peer group is to provide a market frame of reference for evaluating our compensation arrangements, understanding compensation trends among comparable companies and reviewing other compensation and governance-related topics. Peer companies are selected primarily based on the following criteria: –total revenue and market capitalization; –competitors in industry segment; –complexity of global business and operations; and –competition for talent and investor capital.

  54. Peer Group and Market Analysis

    | Comparative Peer Group for 2023 | | | | Adient plc Aptiv PLC BorgWarner Inc. Cooper-Standard Holdings Inc. Dana Incorporated Flowserve Corporation Garrett Motion, Inc. | Goodyear Tire & Rubber Company LCI Industries Lear Corporation Meritor, Inc.* OshKosh Corporation Parker-Hannifin Corporation Rockwell Automation | Tenneco Inc.* Terex Corporation The Timken Company Trinity Industries, Inc. Visteon Corporation | | *Removed from peer group during 2023 based on acquisitions in late 2022 | | |

  55. Peer Group and Market Analysis

    Except as noted above, this peer group remains unchanged from 2022. AAM's revenues are slightly below the median of the peer group. The Committee believes our comparative peer group remains aligned with the size and complexity of our business, competitors in our industry segment, and competition for talent and investor capital. This peer group enables the Committee to effectively evaluate our compensation programs.

  56. Peer Group and Market Analysis

    | Table of Contents | Compensation Discussion and Analysis |

  57. Peer Group and Market Analysis

    | Direct Compensation Elements |

  58. Annual Incentive Compensation

    Annual Incentive Compensation Each NEO's annual incentive compensation is based on achieved results against financial and strategic targets approved by the Committee under the AAM Incentive Compensation Program for Executive Officers. Payment of annual cash incentive awards is permitted to the extent the Company meets or exceeds threshold performance levels. In setting the 2023 annual incentive program performance measures, the Committee considered the importance of balancing financial and strategic and sustainability objectives in achieving short-term financial targets and executing long-term strategy for value creation. The 2023 annual incentive awards are designed to drive operational performance and advance key strategic and ESG/sustainability initiatives. Performance levels for 2023 annual incentive awards reflected stretch goals that required the management team to navigate a higher inflationary environment as well as expected customer production volatility.

  59. 2023 Award Payouts

    2023 Award Payouts During 2023, the automotive industry continued to experience significant disruptions in the supply chain, including volatility in metal, commodity and utility costs, increased transportation costs, higher labor costs and labor shortages amidst greater than anticipated volatility in customer production schedules including the UAW Work Stoppage. Elevated costs, labor shortages and the supply-chain challenges negatively impacted our results of operations and cash flows and required AAM to adapt to these difficult market conditions by relying on our culture of innovation and determination. Despite these challenges, we delivered positive results and continued to generate solid cash flow, resulting in further debt reduction and well-positioned liquidity. We maintained discipline in managing capital expenditures at historically low levels while advancing our electrification products to drive future growth.

  60. 2023 Award Payouts

    | Adjusting to meet market challenges | Managing what we can control | | AAM's 2023 Operational Performance | | | Advancing electrification across our product portfolio | Moving forward ESG objectives |

  61. Financial Measures EBITDA margin and Operational Cash Flow (80% of annual award)

    | | Weighting | Threshold (Payout 0%) | Target (Payout 100%) | Maximum (Payout 200%) | 2023 Actual Performance(1) | % of Target Earned | 2023 Actual Payout(2) | | EBITDA Margin | 40% | 10.0% | 12.0% | 13.75% | 11.66% | 83% | 33% | | Operational Cash Flow | 40% | $400 million | $525 million | $625 million | $527 million | 102% | 41% |

  62. Financial Measures EBITDA margin and Operational Cash Flow (80% of annual award)

    (1) Excludes restructuring and acquisition-related costs of $25.2 million, debt refinancing and redemption costs of $1.3 million, unrealized loss on equity securities of $1.1 million and pension curtailment and settlement charges of $1.3 million. For purposes of calculating performance under the annual incentive program, amounts also reflect an adjustment of the impact of UAW Work Stoppage that occurred in the last several months of 2023. The Committee approved this adjustment as the impact of the work stoppage was outside of management's control and there was no practical opportunity for the industry and the Company to offset its negative impact on 2023 performance. The metrics are non-GAAP financial measures. See Non-GAAP Reconciliation in Appendix A. (2) Reflects % of Target Earned multiplied by each respective metric weighting of 40%. Despite external challenges, we continued to make investments in research and development and advance our electrification product portfolio to drive future growth and position AAM as an electric propulsion supplier of choice. In addition, the leadership team: –demonstrated the value of deep industry experience by adapting to operational challenges including labor availability resulting in increased labor costs, customer production volatility, supply chain constraints and capacity utilization; –continued to instill a culture of innovation and operational excellence by ensuring continuity of supply with consistent on-time delivery and exceptional quality; –secured inflationary cost recoveries from customers; and –controlled 2023 capital expenditures at a historically low level (at 3.2% of sales as compared to on average 6.2% of sales over the last 20 years). While navigating volatile market conditions, macroeconomic pressures and industry disruptions during 2023, we continued to deliver EBITDA margins* and Operational Cash Flow* as a percentage of sales in the top half of our competitor peer group. Competitor peer group average comprises ADNT, ALV, AXL, BWA, CPS, DAN, GTX, LEA and MGA. *Actual amounts shown above do not reflect all adjustments made to determine incentive payments. See Non-GAAP Reconciliation in Appendix A. To deliver performance at this level, the leadership team effectively managed ongoing pressures on margin performance, including inflation, customer pricing demands, supply chain constraints, foreign exchange impact, capacity utilization issues and overall equipment effectiveness.

  63. Financial, Strategic and ESG/Sustainability Performance

    | | EBITDA Margin | Operational Cash Flow | Strategic Measures | ESG/Sustainability Measures | Total Payout | | 2023 Actual Payout % | 33% | 41% | 20% | 20% | 114% |

  64. Annual Incentive Award Target Opportunities

    Annual Incentive Award Target Opportunities The NEO annual incentive target opportunities are as follows:

  65. Annual Incentive Award Target Opportunities

    | | 2023 | 2022 | | | Target Opportunity (as a % of base salary) | Target Opportunity (as a % of base salary) | | David C. Dauch | 150% | 150% | | Christopher J. May | 100% | 80% | | Michael J. Lynch | 100% | 100% | | Terri M. Kemp | 80% | 80% | | Tolga I. Oal | 80% | 80% |

  66. Annual Incentive Award Target Opportunities

    Effective January 1, 2023, the Committee approved an increase in Mr. May's target annual incentive opportunity concurrent with his appointment to Executive Vice President & Chief Financial Officer.

  67. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our LTI program is designed to reward NEOs for creating sustained shareholder value, to support ownership of Company stock, and to retain and motivate executives while aligning their interests with those of our shareholders. AAM makes LTI grants to its executive officers and other executives on an annual basis, subject to the approval of the Committee. Grants are made in the first quarter of each year to coincide with the communication to executive officers of their annual cash incentive awards for the previous year’s performance. This timing increases the impact of the awards by strengthening the link between pay and performance.

  68. 2023 Increase in Performance-based LTI

    2023 Increase in Performance-based LTI The Committee remained dedicated to increasing the emphasis on performance-based awards. In response to shareholder feedback, in February 2023, the Committee evaluated the relative proportion of RSU and performance-based awards and determined that the performance-based portion of the total 2023 LTI award would be increased from 50% to 60% to further drive the achievement of superior financial results.The remaining portion of the 2023 LTI awards are in the form of RSUs as the retention portion of the award to maintain a strong and stable leadership team.

  69. 2023 Increase in Performance-based LTI

    | Table of Contents | Compensation Discussion and Analysis |

  70. 2023 LTI Award Overview

    2023 LTI Award Overview

  71. 2023 LTI Award Overview

    | | Form of Award | | | | Performance Awards | RSUs | | LTI Mix | 60% | 40% | | Performance Measure | Free Cash Flow | Continued service with AAM | | Competitor Peer Group for Relative TSR | Adient plc Autoliv Inc. BorgWarner Inc. Cooper-Standard Holdings, Inc.* Dana Incorporated Garrett Motion, Inc.* Lear Corporation Magna International Inc. *Added in 2023 to replace two companies removed in 2022 due to acquisition | Not applicable | | Award Payout Modifier of -15% or +15% | Relative TSR | Not applicable | | Performance / Vesting Period | Subject to achievement of performance measures over a 3-year period | Cliff vest on the 3rd anniversary of grant | | Settlement | Performance Shares (30%) - Common stock Performance Units (30%) - Cash | Common stock |

  72. 2023 LTI Award Overview

    Our competitor peer group is used to assess relative performance for establishing long-term incentive award performance levels. The competitor peer group consists of companies that compete with AAM for capital and operate in similar markets. These companies serve as an appropriate benchmark because of the likelihood that they will experience similar industry conditions over a three-year business cycle.

  73. Performance-based LTI

    Performance-based LTI The Committee evaluated the performance measures for 2023 LTI awards to align with our business strategy. A key strategic objective is to strengthen our balance sheet and continue to provide for profitable growth, research and development of innovative technology and other capital priorities. Free cash flow is a critical driver to reduce leverage and ultimately convert value to shareholders. Due to its impact on the achievement of this key strategic objective and based on shareholder feedback, the Committee selected free cash flow as the sole metric for the 2023 LTI performance-based awards. To emphasize the importance of consistent annual free cash flow generation, manage volatility and generate three-year cumulative free cash flow, the Committee included annual free cash flow targets for calendar years 2023, 2024 and 2025, each weighted at 20% of target. The remaining 40% of target is based on three-year cumulative free cash flow performance. The annual free cash flow milestones are to encourage behaviors to achieve sustained strong cash flow performance early in the three-year cycle while supporting the cumulative target. No award payouts will be made until the completion of the three-year performance period. In setting the goal rigor for the 2023 – 2025 performance period, the Committee challenged management to continue to deliver solid free cash flow over the rolling three-year periods. Achieving the established performance levels required the management team to navigate a higher inflationary environment and balance investments in electrification and successor programs.

  74. Performance-based LTI

    | Table of Contents | Compensation Discussion and Analysis |

  75. Performance-based LTI

    The table below shows the threshold, target and maximum free cash flow for calendar years 2023, 2024, 2025, the three-year cumulative performance period and relative TSR performance levels to be used in determining the payouts of these awards for the performance period January 1, 2023 through December 31, 2025.

  76. Performance-based LTI

    | Free Cash Flow | Weighting | Threshold | Target | Maximum | | 2023 | 20% | $200 million | $250 million | $300 million | | 2024 | 20% | $200 million | $250 million | $300 million | | 2025 | 20% | $200 million | $250 million | $300 million | | 3-yr Cumulative | 40% | $600 million | $750 million | $900 million | | Payout % | | 50% | 100% | 200% |

  77. Performance-based LTI

    As relative TSR continues to be an important measure of performance because of its alignment with shareholder value creation, the Committee added a relative TSR modifier to the performance-based awards. Award payouts may be decreased by 15% or increased by 15% based on relative TSR performance over the performance period.

  78. Performance-based LTI

    | TSR Percentile Rank | Threshold | Target | Maximum | | 3-yr Cumulative | Below 25th | Between 25th - 74th | 75th and above | | Modifier | (15)% | —% | 15% |

  79. LTI Award Target Opportunities

    LTI Award Target Opportunities In connection with Mr. Lynch's appointment to Chief Operating Officer in December 2022, the Committee approved an increase to his target long-term incentive opportunity to 250% of base salary in consideration of the increase in the responsibilities of his new position. On January 1, 2023, Ms. Kemp was appointed Senior Vice President Human Resources & Sustainability. In connection with the increase in her responsibilities to lead our sustainability program, the Committee approved an increase in her target long-term incentive opportunity to 225% of base salary. The table below shows the 2023 and 2022 target LTI for our NEOs.

  80. LTI Award Target Opportunities

    | | 2023 Target Long-Term Incentive Opportunity | | 2022 Target Long-Term Incentive Opportunity | | | | ($)(1) | %(2) | ($)(1) | %(2) | | David C. Dauch | 7,187,500 | 575% | 7,187,500 | 575% | | Christopher J. May | 1,687,500 | 250% | 1,537,500 | 250% | | Michael J. Lynch | 1,687,500 | 250% | 1,100,000 | 200% | | Terri M. Kemp | 1,181,250 | 225% | 682,500 | 150% | | Tolga I. Oal (3) | 1,350,000 | 225% | — | —% |

  81. LTI Award Target Opportunities

    (1) Amounts reflect the value the Committee considered when granting awards for 2023 and 2022. These amounts differ from the value of awards shown in the Summary Compensation Table and Grants of Plan-Based Awards Table because those tables reflect the grant date fair value of performance shares, which is based on the probable outcome of the performance metrics. The amount further differs because performance unit awards are not reported in the Summary Compensation Table until earned at the end of the performance period. (2) Stated as a percentage of base salary at the time the award was made. (3) Mr. Oal did not receive a 2022 LTI grant based on his December 2022 hire date.

  82. LTI Award Target Opportunities

    | Table of Contents | Compensation Discussion and Analysis |

  83. Payout of 2021 Performance Awards

    Payout of 2021 Performance Awards Fifty percent of the 2021 LTI awards granted to NEOs in 2021 were determined by Company performance. Half of the performance-based awards, or 25%, was denominated in performance shares and the remaining 25% in the form of performance units denominated in cash. Payout of the awards was based on free cash flow over the three-year performance period January 1, 2021 through December 31, 2023. Free cash flow was selected as the sole metric for the 2021 LTI performance-based awards as it is a critical driver to reduce leverage and ultimately convert value to shareholders. In February 2021, the Committee emphasized goal rigor and challenged the senior leadership team to deliver $1 billion in adjusted free cash flow, which approximates the Company's market capitalization over a three-year period. By design, the maximum target was set at a level that would require management to deliver the one of the highest levels of 3-year free cash flow performance in AAM's history. Despite unprecedented market conditions during the performance period, including the COVID-19 pandemic, production volatility resulting from semiconductor chip shortages experienced by our customers and supply-chain challenges, the management team delivered nearly $1 billion of adjusted free cash flow. This achievement has enabled AAM to reduce long-term debt and maintain liquidity during market turbulence and continue to invest in our future as a global leader in electrification propulsion while maintaining and growing our profitable core business. *Amount reflects adjustments made to determine incentive payments. See Non-GAAP Reconciliation in Appendix A. The targets and payout % of the 2021 performance shares and units are shown below.

  84. Payout of 2021 Performance Awards

    | Free Cash Flow | Weighting | Threshold (Payout 50%) | Target (Payout 100%) | Maximum (Payout 200%) | 2023 Actual Performance(1) | % of Target Earned | 2023 Actual Payout(2) | | 2021 | 20% | $200 million | $250 million | $300 million | $422.9 million | 200% | 40% | | 2022 | 20% | $200 million | $250 million | $300 million | $313.0 million | 200% | 40% | | 2023 | 20% | $200 million | $300 million | $400 million | $246.4 million | 73% | 15% | | 3-yr Cumulative | 40% | $600 million | $800 million | $1 billion | $982.3 million | 191% | 76% | | Total | | | | | | | 171% |

  85. Payout of 2021 Performance Awards

    (1) Excludes restructuring and acquisition-related costs. For purposes of calculating performance under the 2018 Omnibus Incentive Plan, an adjustment, as permitted by the Plan, was made to Adjusted Free Cash Flow for the year ended December 31, 2023. This adjustment offsets the unfavorable impact of the UAW Work Stoppage that occurred in the last several months of the 36 month performance period of the 2021 awards. The Committee approved this adjustment as the impact of the work stoppage was outside of management's control and there was no practical opportunity for the industry and the Company to offset its negative impact on 2023 performance under the Plan. Adjusted Free Cash Flow is a non-GAAP financial measure. See Non-GAAP Reconciliation in Appendix A. (2) Reflects % of Target Earned multiplied by each respective annual and cumulative metric weighting. The portion of the cash-denominated performance unit awards are reported in the Summary Compensation Table for 2023 as these awards are not reported until earned at the end of the performance period.

  86. Payout of 2021 Performance Awards

    | Table of Contents | Compensation Discussion and Analysis |

  87. Performance Alignment with TSR

    Performance Alignment with TSR As TSR is an important measure because of its alignment with shareholder value creation, the Committee also included a relative TSR modifier in the 2021 performance-based awards. Award payouts may be decreased by 15% or increased by 15% based on relative TSR performance over the three-year performance period. The TSR modifier did not have an impact on the payout of the 2021 performance shares and units based on AAM's relative TSR for the three-year performance period falling between the 25th and 74th percentile of the peer group. The Committee strives to align our LTI program with the interests of shareholders by granting a significant portion of LTI in the form of equity awards. The realized value of the 2021 LTI awards, for example, was less than the achieved performance when considering the fluctuation in our share price. As a result, the realized pay of the awards is inherently aligned with shareholders' interests. (1) Realized pay is determined by share price on the date of payment of the awards in March 2024

  88. Severance Programs

    Severance Programs The Company provides severance benefits to eligible NEOs under the AAM Executive Officer Severance Plan (Severance Plan) and the AAM Change in Control Plan (CIC Plan). Severance payments and benefits for Mr. Dauch are set forth in his employment agreement. The Committee believes that these severance programs provide competitive severance benefits that attract and retain key talent during potentially critical and uncertain periods. The programs are designed to foster stability within senior management by helping executives maintain focus on and dedication to their responsibilities to maximize shareholder value, including in the event of a transaction that may result in a change in control (CIC). These programs are also guided by our compensation philosophy and governance practices (e.g., double-trigger CIC provisions, no tax gross ups) and are aligned with those of our peers. The Severance Plan provides severance benefits other than in connection with a CIC. Upon termination of employment by the Company without cause or resignation by a participant for good reason, each eligible executive officer will be entitled to certain severance payments and benefits, including a multiple of base salary and target bonus, prorated annual target bonus for the year of termination and continued participation in the Company's medical benefit plans for the applicable severance period. The CIC Plan provides participants, including eligible executive officers, severance payments and benefits in the event of termination of employment on or within two years following a CIC. These benefits include a multiple of base salary and target bonus and continued participation in the Company's medical benefit plans for the applicable severance period. Benefits under the Severance Plan and the CIC Plan are subject to execution and non-revocation of a general waiver and release of claims against the Company and compliance with certain restrictive covenants. The benefits are also subject to recoupment or clawback. Benefits provided to eligible NEOs under these programs are described in Potential Payments Upon Termination or Change in Control.

  89. Severance Programs

    | Table of Contents | Compensation Discussion and Analysis |

  90. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of our named executive officers (NEOs) for the fiscal years ended December 31, 2023, December 31, 2022 and December 31, 2021 to the extent they served as NEOs in such years.

  91. Summary Compensation Table

    | Name and Principal Position | Year | Salary(2) ($) | Stock Awards(3) ($) | Non-Equity Incentive Plan Compen- sation(4) ($) | Change in Pension Value And Nonqualified Deferred Compensation Earnings(5) ($) | All Other Compen- sation(6) ($) | Total ($) | | David C. Dauch(1) Chairman & Chief Executive Officer | 2023 | 1,250,000 | 5,161,125 | 4,841,438 | 53,238 | 892,871 | 12,198,672 | | | 2022 | 1,250,000 | 5,532,280 | 5,569,500 | — | 1,048,001 | 13,399,781 | | | 2021 | 1,150,000 | 4,879,478 | 4,238,325 | — | 908,657 | 11,176,460 | | Christopher J. May Executive Vice President & Chief Financial Officer | 2023 | 675,000 | 1,211,750 | 1,474,875 | 106,281 | 316,213 | 3,784,119 | | | 2022 | 615,000 | 1,183,441 | 1,456,500 | — | 357,809 | 3,612,750 | | | 2021 | 550,000 | 1,272,918 | 1,148,263 | — | 331,696 | 3,302,877 | | Michael J. Lynch President & Chief Operating Officer | 2023 | 675,000 | 1,211,750 | 1,109,899 | 20,645 | 320,861 | 3,338,155 | | | 2022 | 560,417 | 846,690 | 967,549 | — | 370,988 | 2,745,644 | | | 2021 | 470,837 | 614,293 | 1,004,294 | — | 280,903 | 2,370,327 | | Terri M. Kemp(7) Senior Vice President Human Resources & Sustainability | 2023 | 475,118 | 848,226 | 819,199 | 18,810 | 240,390 | 2,401,743 | | Tolga I. Oal(7) President Driveline | 2023 | 600,000 | 969,398 | 547,200 | — | 66,748 | 2,183,346 |

  92. Summary Compensation Table

    (1)Compensation of Mr. Dauch is based solely on employment as an executive officer. He received no compensation for serving as a director. (2)Ms. Kemp's base salary was reduced due to a leave of absence in 2023. (3)Reflects the grant date fair value of restricted stock units and performance share awards made during fiscal year 2023 calculated in accordance with FASB ASC 718 (without any reduction for risk of forfeiture) as determined based on applying the assumptions used in our financial statements. See Note 8 to the audited consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2023 regarding assumptions underlying the valuation of equity awards. Assuming the maximum performance levels are achieved for the performance share awards granted on February 28, 2023, the maximum value of performance share awards would be $4,959,387 for Mr. Dauch, $1,164,387 for Mr. May, $1,164,387 for Mr. Lynch, $815,065 for Ms. Kemp and $931,506 for Mr. Oal based on grant date fair value. These amounts may not reflect the actual value realized upon vesting or settlement, if any.

  93. Summary Compensation Table

    | Table of Contents | Executive Compensation Tables |

  94. Summary Compensation Table

    (4)Reflects amounts earned under the AAM Incentive Compensation Program for Executive Officers for 2023 and the amounts earned under the 2018 Omnibus Incentive Plan for long-term performance unit cash awards granted in 2021 with a 3-year performance period ending December 31, 2023. The 2023 amounts earned are as follows:

  95. Summary Compensation Table

    | Name | AAM Incentive Compensation Plan ($) | 2018 Omnibus Incentive Plan ($) | Total Non-Equity Incentive Plan Compensation ($) | | David C. Dauch | 2,137,500 | 2,703,938 | 4,841,438 | | Christopher J. May | 769,500 | 705,375 | 1,474,875 | | Michael J. Lynch | 769,500 | 340,399 | 1,109,899 | | Terri M. Kemp | 478,800 | 340,399 | 819,199 | | Tolga I. Oal | 547,200 | — | 547,200 |

  96. Summary Compensation Table

    (5)Reflects the annualized increase in pension value under the AAM Pension Plan and the SERP. See Pension Benefits Table. Mr. Oal is not a participant in the AAM Pension Plan or the SERP. There are no above-market or preferential earnings on compensation deferred under our ERSP or our EDC Plan. (6)The components of All Other Compensation for 2023 are as follows:

  97. Summary Compensation Table

    | Name | Employer 401(k) Match Contributions(a) ($) | Retirement Contributions(b) ($) | Executive Life Insurance Premiums(c) ($) | Company- Provided Vehicles(d) ($) | Tax Gross Ups for Spousal Travel(e) ($) | Other(f) ($) | Total ($) | | David C. Dauch | 16,500 | 792,100 | 21,021 | — | 3,645 | 59,605 | 892,871 | | Christopher J. May | 16,200 | 273,800 | 4,495 | 19,927 | — | 1,791 | 316,213 | | Michael J. Lynch | 15,994 | 261,700 | 12,729 | 29,247 | — | 1,191 | 320,861 | | Terri M. Kemp | 15,216 | 194,116 | 4,574 | 24,693 | — | 1,791 | 240,390 | | Tolga I. Oal | 9,075 | 49,688 | 2,379 | — | 792 | 4,814 | 66,748 |

  98. Summary Compensation Table

    (a)Includes employer matching contributions under AAM’s 401(k) plan. (b)Includes employer retirement contributions under AAM’s 401(k) plan and the ERSP as noted below. The ERSP contributions are further described in the Nonqualified Deferred Compensation table.

  99. Summary Compensation Table

    | Name | Retirement Contributions under the 401(k) Plan ($) | Employer ERSP Contributions ($) | Total ($) | | David C. Dauch | 16,500 | 775,600 | 792,100 | | Christopher J. May | 16,500 | 257,300 | 273,800 | | Michael J. Lynch | 16,500 | 245,200 | 261,700 | | Terri M. Kemp | 15,216 | 178,900 | 194,116 | | Tolga I. Oal | 9,488 | 40,200 | 49,688 |

  100. Summary Compensation Table

    (c)Includes executive life insurance premiums paid by the Company. (d)Includes personal use of Company-provided vehicles. The aggregate incremental cost of Company-provided vehicles is based on total vehicle cost if business use of the vehicle is less than 50%. Although there is no incremental cost to the company, the NEOs have access to the use of a fleet demonstration vehicle. (e)Includes amounts reimbursed for taxes attributable to the income associated with the cost of travel for spouse accompanying the NEO to Company business meetings and events. (f)For Mr. Dauch, includes an annual perquisite allowance of $50,000, the cost of personal umbrella liability insurance premiums, spousal travel, the cost of an executive physical and personal expenses provided under their lifestyle account. For Mr. May and Ms. Kemp, includes the cost of personal umbrella liability insurance premiums and personal expenses provided under their lifestyle account. For Mr. Lynch includes the cost of personal umbrella liability insurance premiums. For Mr. Oal, includes the cost of personal umbrella liability insurance premiums, spousal travel and the cost of an executive physical. (7) Ms. Kemp and Mr. Oal were not NEOs in 2022 or 2021.

  101. Summary Compensation Table

    | Table of Contents | Executive Compensation Tables |

  102. Grants of Plan-Based Awards

    Grants of Plan-Based Awards Annual and long-term incentive awards granted in 2023 to the NEOs are shown in the following table. The annual and long-term incentive compensation programs are described in the Compensation Discussion and Analysis and the Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table.

  103. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts under Non Equity Incentive Plan Awards(1) | | | Estimated Future Payouts under Equity Incentive Plan Awards(2) | | | | | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units(3) (#) | Grant Date Fair Value of Stock and Option Awards(4) ($) | | David C. Dauch | | | | | | | | | | | | Annual Incentive | — | — | — | 1,875,000 | 3,750,000 | — | — | — | — | — | | Performance Units (Free Cash Flow) | 2/28/2023 | 2/6/2023 | 916,406 | 2,156,250 | 4,959,375 | — | — | — | — | — | | Performance Shares (Free Cash Flow) | 2/28/2023 | 2/6/2023 | — | — | — | 104,137 | 245,029 | 563,567 | — | 2,286,121 | | Restricted Stock Units | 2/28/2023 | 2/6/2023 | — | — | — | — | — | — | 326,705 | 2,875,004 | | Christopher J. May | | | | | | | | | | | | Annual Incentive | — | — | — | 675,000 | 1,350,000 | — | — | — | — | — | | Performance Units (Free Cash Flow) | 2/28/2023 | 2/6/2023 | 215,156 | 506,250 | 1,164,375 | — | — | — | — | — | | Performance Shares (Free Cash Flow) | 2/28/2023 | 2/6/2023 | — | — | — | 24,450 | 57,529 | 132,317 | — | 536,746 | | Restricted Stock Units | 2/28/2023 | 2/6/2023 | — | — | — | — | — | — | 76,705 | 675,004 | | Michael J. Lynch | | | | | | | | | | | | Annual Incentive | — | — | — | 675,000 | 1,350,000 | — | — | — | — | — | | Performance Units (Free Cash Flow) | 2/28/2023 | 2/6/2023 | 215,156 | 506,250 | 1,164,375 | — | — | — | — | — | | Performance Shares (Free Cash Flow) | 2/28/2023 | 2/6/2023 | — | — | — | 24,450 | 57,529 | 132,317 | — | 536,746 | | Restricted Stock Units | 2/28/2023 | 2/6/2023 | — | — | — | — | — | — | 76,705 | 675,004 | | Terri M. Kemp | | | | | | | | | | | | Annual Incentive | — | — | — | 420,000 | 840,000 | — | — | — | — | — | | Performance Units (Free Cash Flow) | 2/28/2023 | 2/6/2023 | 150,609 | 354,375 | 815,063 | — | — | — | — | — | | Performance Shares (Free Cash Flow) | 2/28/2023 | 2/6/2023 | — | — | — | 17,115 | 40,270 | 92,621 | — | 375,719 | | Restricted Stock Units | 2/28/2023 | 2/6/2023 | — | — | — | — | — | — | 53,694 | 472,507 | | Tolga I. Oal | | | | | | | | | | | | Annual Incentive | ` | — | — | 480,000 | 960,000 | — | — | — | — | — | | Performance Units (Free Cash Flow) | 2/28/2023 | 2/6/2023 | 172,125 | 405,000 | 931,500 | — | — | — | — | — | | Performance Shares (Free Cash Flow) | 2/28/2023 | 2/6/2023 | — | — | — | 19,560 | 46,023 | 105,853 | — | 429,395 | | Restricted Stock Units | 2/28/2023 | 2/6/2023 | — | — | — | — | — | — | 61,364 | 540,003 |

  104. Grants of Plan-Based Awards

    (1)Reflects annual incentive awards granted under the AAM Incentive Compensation Program for Executive Officers and performance unit awards granted under the 2018 Omnibus Incentive Plan. The performance unit awards are payable in cash based on annual free cash flow for calendar years 2023, 2024 and 2025 and the 3-year cumulative free cash flow over the performance period January 1, 2023 through December 31, 2025. The performance unit award payouts may be modified based on relative TSR over the three-year performance period. The threshold and maximum amounts include the impact of the relative TSR modifier at threshold and at maximum. (2)Reflects performance share awards granted under the 2018 Omnibus Incentive Plan. The awards are payable in common stock based on annual free cash flow for calendar years 2023, 2024 and 2025 and the 3-year cumulative free cash flow over the performance period January 1, 2023 through December 31, 2025. The award payouts may be modified based on relative TSR over the three-year performance period. The threshold and maximum amounts include the impact of the relative TSR modifier at threshold and at maximum. (3)Reflects RSUs granted under the 2018 Omnibus Incentive Plan. The awards are payable in common stock, contingent upon continued employment through the 3-year vesting period. No options were granted in 2023.

  105. Grants of Plan-Based Awards

    | Table of Contents | Executive Compensation Tables |

  106. Grants of Plan-Based Awards

    (4)Reflects the full grant date fair value of performance share awards and RSUs made during fiscal year 2023 calculated in accordance with FASB ASC 718 (without any reduction for risk of forfeiture) as determined based on applying the assumptions used in our financial statements. See Note 8 to the audited consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2023 regarding assumptions underlying the valuation of equity awards.

  107. Grants of Plan-Based Awards

    | Table of Contents | Executive Compensation Tables |

  108. Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

  109. CEO Employment Agreement

    CEO Employment Agreement Mr. Dauch's employment agreement provides for the following compensation and benefits as of December 31, 2023.

  110. CEO Employment Agreement

    | | CEO Employment Agreement | | Base Salary | $1,250,000 for 2023 | | Annual Incentive | Participation in the annual incentive plan for executive officers; Target opportunity of 150% of base salary for 2023 | | Long-Term Incentive | Participation in LTI plans for executive officers; Target opportunity of 575% for 2023 | | Other Benefits | Participation in plans applicable to executive officers; Retiree medical, dental and vision coverage equivalent to the benefit levels offered in the Company's group health care plans for salaried associates as of September 1, 2012 | | Term | Initial term expired August 31, 2015; Additional one-year extensions unless either party provides 60 days' written notice of intent not to renew |

  111. CEO Employment Agreement

    Mr. Dauch is also entitled to certain payments and benefits in the event of termination of employment under the scenarios described below in Potential Payments Upon Termination or Change in Control.

  112. Outstanding Equity Awards at December 31, 2023

    Outstanding Equity Awards at December 31, 2023

  113. Outstanding Equity Awards at December 31, 2023

    | Name | Stock Awards | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(7) | | David C. Dauch | 304,967(2) | 2,686,759 | 388,094(5) | 3,419,108 | | | 388,094(3) | 3,419,108 | 245,029(6) | 2,158,705 | | | 326,705(4) | 2,878,271 | | | | Christopher J. May | 79,557(2) | 700,897 | 83,020(5) | 731,406 | | | 83,019(3) | 731,397 | 57,529(6) | 506,830 | | | 76,705(4) | 675,771 | | | | Michael J. Lynch | 38,393(2) | 338,242 | 59,396(5) | 523,279 | | | 59,396(3) | 523,279 | 57,529(6) | 506,830 | | | 76,705(4) | 675,771 | | | | Terri M. Kemp | 38,393(2) | 338,242 | 36,854(5) | 324,684 | | | 36,853(3) | 324,675 | 40,270(6) | 354,779 | | | 53,694(4) | 473,044 | | | | Tolga I. Oal | 61,364(4) | 540,617 | 46,023(6) | 405,463 |

  114. Outstanding Equity Awards at December 31, 2023

    (1)Reflects value of outstanding RSUs at $8.81, the closing price of AAM common stock on December 29, 2023. (2)Reflects RSUs granted on March 1, 2021 that vested on March 1, 2024. (3)Reflects RSUs granted on February 28, 2022. RSUs vest three years from the date of grant. (4)Reflects RSUs granted on February 28, 2023. RSUs vest three years from the date of grant. (5)Reflects performance shares granted on February 28, 2022 for the performance period January 1, 2022 through December 31, 2024 that would be paid out at the end of the performance period based on free cash flow performance through December 31, 2023. Award amounts reflect a payout at maximum based on free cash flow (relative TSR modifier at 0%). Payouts will be determined at the end of the performance period based on actual performance. (6)Reflects performance shares granted on February 28, 2023 for the performance period January 1, 2023 through December 31, 2025 that would be paid out at the end of the performance period based on free cash flow performance through December 31, 2023. Award amounts reflect a payout at target based on free cash flow performance (relative TSR modifier at 0%). Payouts will be determined at the end of the performance period based on actual performance. (7)Reflects the value of 2022 and 2023 performance shares based on performance through December 31, 2023 as described above in footnotes (5) and (6) multiplied by $8.81, the closing price of AAM common stock on December 29, 2023.

  115. Outstanding Equity Awards at December 31, 2023

    | Table of Contents | Executive Compensation Tables |

  116. Stock Vested

    Stock Vested

  117. Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | David C. Dauch | 752,966 | 6,820,673 | | Christopher J. May | 196,428 | 1,779,325 | | Michael J. Lynch | 94,793 | 858,674 | | Terri M. Kemp | 94,793 | 858,674 | | Tolga I. Oal(3) | — | — |

  118. Stock Vested

    (1)Reflects the number of shares vested in March 2023 under RSU awards granted in March 2020. Also, reflects the number of performance shares earned for the period ending December 31, 2023. See CD&A for further details. (2)Reflects the number of shares underlying vested RSUs multiplied by the closing market price of AAM common stock on the vesting date. Also, includes the number of performance shares earned for the period ending December 31, 2023 multiplied by the closing market price of AAM common stock as of December 29, 2023. (3)Based on his date of hire, Mr. Oal did not have any equity awards vest during 2023.

  119. Stock Vested

    | Table of Contents | Executive Compensation Tables |

  120. Pension Benefits

    Pension Benefits Four NEOs, Mr. Dauch, Mr. May, Mr. Lynch and Ms. Kemp, are eligible to participate in pension plans that provide benefits based on years of service and pay. Pension benefits are provided under a qualified defined benefit pension plan, American Axle & Manufacturing, Inc. Pension Plan (AAM Pension Plan) and supplemental pension benefits are provided under the nonqualified Supplemental Executive Retirement Program (SERP). Based on his date of hire, Mr. Oal is not a participant in the AAM Pension Plan or the SERP. The following table shows the value of the benefits accumulated by the NEOs and their years of credited service under the plans as of December 31, 2023.

  121. Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service(1) (#) | Present Value of Accumulated Benefit(2) ($) | | David C. Dauch(3) | AAM Pension Plan | 11.5000 | 409,788 | | | AAM Supplemental Executive Retirement Program | 22.8333 | 8,285,231 | | Christopher J. May | AAM Pension Plan | 12.5000 | 170,052 | | | AAM Supplemental Executive Retirement Program | 23.8333 | 1,560,216 | | Michael J. Lynch(3) | AAM Pension Plan | 10.3333 | 185,254 | | | AAM Supplemental Executive Retirement Program | 21.6660 | 1,456,049 | | Terri M. Kemp(3) | AAM Pension Plan | 10.4000 | 161,909 | | | AAM Supplemental Executive Retirement Program | 21.7500 | 1,465,806 |

  122. Pension Benefits

    (1)Benefits under the AAM Pension Plan were frozen effective December 31, 2006. Credited service under the SERP reflects service through the freeze date of April 30, 2018. As a result, credited service under the plans is less than actual service with the Company. (2)The values shown are based on benefits deferred to the earliest age at which unreduced benefits are payable. The assumptions used to calculate the actuarial present value of accumulated benefits are the same assumptions used in our audited consolidated financial statements for the fiscal year ended December 31, 2023 and assume continued employment until unreduced retirement age is attained. For material assumptions used, see Note 7 to the audited consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2023. (3)Mr. Dauch, Mr. Lynch and Ms. Kemp were eligible to retire on December 31, 2023 under both the AAM Pension Plan and the SERP. Each qualifies for the lump sum benefit under the SERP. AAM Pension Plan. The annual retirement benefit payable to each executive, commencing on retirement at or after age 65, equals the sum of the executive’s contributions plus an additional benefit based on the executive’s average monthly salary (determined as the average of the executive’s base salary in the highest 60 months during his or her final 10 years of service) and years of credited service. Benefits may be paid as a single life annuity or, upon election, in the form of a joint and survivor annuity with a reduction in the amount of the annual benefit. The AAM Pension Plan is a qualified plan subject to Internal Revenue Code (IRC) limitations on benefits and is subject to the Employee Retirement Income Security Act of 1974. Benefits were frozen on December 31, 2006 for associates who were not eligible to retire by December 1, 2011 and frozen on December 31, 2011 for all other associates. Supplemental Executive Retirement Program (SERP). Executive officers who were hired before April 1, 2018 are eligible to receive a benefit under the SERP, payable six months after retirement in a lump sum. The frozen SERP benefit amount was determined as of April 30, 2018 as 12.5% of the executive’s final average compensation (determined as the executive’s average annual base salary and cash incentive for the highest five consecutive years), multiplied by the executive’s years of credited service, less the sum of the actuarial equivalent value of the executive’s benefits payable under the AAM Pension Plan and the balance of the executive’s employer retirement contribution account under AAM’s 401(k) plan.

  123. Pension Benefits

    | Table of Contents | Executive Compensation Tables |

  124. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table summarizes deferred compensation of NEOs under the AAM Executive Retirement Savings Plan (ERSP) and the Executive Deferred Compensation Plan (EDC) for the 2023 fiscal year.

  125. Nonqualified Deferred Compensation

    | Name | Plan | Registrant contributions In Last FY(1) ($) | Aggregate Earnings In Last FY(2) ($) | Aggregate Withdrawals Distributions ($) | Aggregate Balance at Last FYE ($) | | David C. Dauch | EDC | — | — | — | — | | | ERSP | 775,600 | 334,338 | — | 4,091,400 | | Christopher J. May | EDC | — | — | — | — | | | ERSP | 257,300 | 99,669 | — | 1,261,028 | | Michael J. Lynch | EDC | — | — | — | — | | | ERSP | 245,200 | 88,789 | — | 1,084,233 | | Terri M. Kemp | EDC | — | 10,754 | — | 66,435 | | | ERSP | 178,900 | 174,186 | — | 1,060,644 | | Tolga I. Oal | EDC | — | — | — | — | | | ERSP | 40,200 | 1,602 | — | 46,802 |

  126. Nonqualified Deferred Compensation

    (1)Reflects the annual 2023 plan contributions notionally funded in March 2024 reported in the Summary Compensation Table. Amounts include an additional contribution equal to 12.5% multiplied by base salary and bonus paid in 2023 for Mr. Dauch of $449,200, $161,300 for Mr. May, $154,600 for Mr. Lynch and $116,300 for Ms. Kemp. (2)Reflects hypothetical accrued earnings or losses during 2023 on notional investments designed to track the performance of funds similar to those available under the Company’s 401(k) plan. Earnings shown in this column are not reported as compensation in the Summary Compensation Table.

  127. Executive Retirement Savings Plan

    Executive Retirement Savings Plan The ERSP was adopted effective as of January 1, 2019. The ERSP is a nonqualified deferred compensation program contributed to by the Company to provide certain highly-compensated associates, including the NEOs, the opportunity to receive supplemental deferred compensation upon retirement and certain other qualifying events. The ERSP does not provide for participant contributions. ERSP eligible executives will receive an annual contribution to their account equal to 10% of combined base salary and bonus paid during a calendar year less their maximum eligible 401(k) Company contributions. In addition, certain participants based on position and years of service are eligible to receive an additional Company contribution equal to 12.5% of base salary and bonus paid for calendar years 2019 through 2023. Each NEO is eligible to receive this additional 12.5% contribution. The ERSP permits discretionary Company contributions. Amounts deferred or credited into this plan are represented in the executive’s notional account and are “invested” among funds also available under AAM’s 401(k) plan. Although the executive has no actual or constructive ownership of shares in the investment funds, the return on the executive’s account is determined as if the amounts were notionally invested in these funds. ERSP contributions are unfunded and unsecured obligations of AAM. ERSP contributions and account balances vest at the earliest of the following: –Age 55 with 10 years of service; –Age 60 with 5 years of service; or –Age 65 Distributions can be received in a lump sum or in annual installments of two to ten years, or in a lump sum upon death, disability or termination of employment.

  128. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following tables show the estimated potential payments and benefits that each of the NEOs would receive upon termination of employment under various circumstances that would trigger payments under applicable employment agreements and the Company’s plans and programs, assuming the termination event occurred on December 31, 2023. Although the calculations are intended to provide reasonable estimates of the potential payments, they are based on numerous assumptions and may not represent the actual amounts these NEOs would receive upon each termination event.

  129. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The tables below reflect potential payments to each NEO upon resignation for good reason, termination without cause, disability, retirement and a CIC as of December 31, 2023. Upon termination for cause or resignation without good reason, each NEO would receive only accrued and unpaid compensation and benefits. Assumptions used to determine retirement benefits for eligible NEOs are the same as those used in our audited consolidated financial statements for the fiscal year ended December 31, 2023. See Note 7 to the audited consolidated financial statements in our 2023 annual report on Form 10-K. Mr. May and Mr. Oal were not eligible to retire as of December 31, 2023. The tables below do not include equity awards that vested as of December 31, 2023, which are reflected in the Stock Vested Table above. Footnotes following the tables provide additional detail regarding the potential payments and benefits shown for each termination scenario.

  130. Potential Payments Upon Termination or Change in Control

    | Table of Contents | Executive Compensation Tables |

  131. Potential Payments Upon Termination or Change in Control

    | David C. Dauch | For Good Reason Resignation ($) | Without Cause Termination ($) | Disability Retirement ($) | Retirement ($) | Termination Upon a Change in Control(1) ($) | | Compensation: | | | | | | | Severance | 2,500,000(2) | 2,500,000(2) | — | — | 3,750,000(3) | | Annual Incentive | 5,887,500(2) | 5,887,500(2) | 2,137,500(4) | 2,137,500(4) | 7,762,500(3) | | Long Term Incentives: | | | | | | | RSUs(5) | — | — | 8,984,138 | 5,601,397 | 8,984,138 | | 2022 Performance Share Awards(6) | — | 1,139,703 | 1,139,703 | 1,139,703 | 1,709,554 | | 2022 Performance Unit Awards(7) | — | 1,197,917 | 1,197,917 | 1,197,917 | 1,796,875 | | 2023 Performance Share Awards(8) | — | 719,568 | 719,568 | 719,568 | 2,158,705 | | 2023 Performance Unit Awards(9) | — | 718,750 | 718,750 | 718,750 | 2,156,250 | | Other Benefits: | | | | | | | Retirement Plans(10) | 409,788 | 409,788 | 519,703 | 363,250 | 409,788 | | SERP(11) | 8,285,231 | 8,285,231 | 8,285,231 | 8,285,231 | 8,285,231 | | Welfare Benefit(12) | — | — | 876,654 | 747,216 | — | | Executive Retirement Savings Plan(13) | 4,091,400 | 4,091,400 | 4,091,400 | 4,091,400 | 4,091,400 | | Executive Deferred Compensation Plan | — | — | — | — | — | | Health Care(14) | 53,315 | 53,315 | — | — | 81,874 | | Disability | — | — | — | — | — | | Life Insurance | — | — | — | — | — | | Outplacement Services(15) | 50,000 | 50,000 | — | — | 50,000 | | Total | 21,277,234 | 25,053,172 | 28,670,564 | 25,001,932 | 41,236,315 |

  132. Potential Payments Upon Termination or Change in Control

    | Christopher J. May | For Good Reason Resignation ($) | Without Cause Termination ($) | Disability Retirement(18) ($) | Retirement ($) | Termination Upon a Change in Control(1) ($) | | Compensation: | | | | | | | Severance | 1,012,500(16) | 1,012,500(16) | — | — | 1,350,000(17) | | Annual Incentive | 1,782,000(16) | 1,782,000(16) | 769,500(4) | — | 2,119,500(17) | | Long Term Incentives: | | | | | | | RSUs(5) | — | — | 2,108,066 | — | 2,108,066 | | 2022 Performance Share Awards(6) | — | 243,802 | 243,802 | — | 365,703 | | 2022 Performance Unit Awards(7) | — | 256,650 | 256,650 | — | 384,975 | | 2023 Performance Share Awards(8) | — | 168,943 | 168,943 | — | 506,830 | | 2023 Performance Unit Awards(9) | — | 168,750 | 168,750 | — | 506,250 | | Other Benefits: | | | | | | | Retirement Plans | — | — | — | — | — | | SERP | — | — | — | — | — | | Welfare Benefit | — | — | — | — | — | | Executive Retirement Savings Plan | — | — | — | — | — | | Executive Deferred Compensation Plan | — | — | — | — | — | | Health Care(19) | 33,854 | 33,854 | 56,423 | — | 45,139 | | Disability(20) | — | — | 3,697,943 | — | — | | Life Insurance(21) | — | — | 124,896 | — | — | | Outplacement Services(22) | 20,000 | 20,000 | — | — | 30,000 | | Total | 2,848,354 | 3,686,499 | 7,594,973 | — | 7,416,463 |

  133. Potential Payments Upon Termination or Change in Control

    | Table of Contents | Executive Compensation Tables |

  134. Potential Payments Upon Termination or Change in Control

    | Michael J. Lynch | For Good Reason Resignation ($) | Without Cause Termination ($) | Disability Retirement ($) | Retirement ($) | Termination Upon a Change in Control(1) ($) | | Compensation: | | | | | | | Severance | 1,012,500(16) | 1,012,500(16) | — | — | 1,350,000(17) | | Annual Incentive | 1,782,000(16) | 1,782,000(16) | 769,500(4) | 769,500(4) | 2,119,500(17) | | Long Term Incentives: | | | | | | | RSUs(5) | — | — | 1,537,292 | 860,254 | 1,537,292 | | 2022 Performance Share Awards(6) | — | 174,426 | 174,426 | 174,426 | 261,639 | | 2022 Performance Unit Awards(7) | — | 183,333 | 183,333 | 183,333 | 275,000 | | 2023 Performance Share Awards(8) | | 168,943 | 168,943 | 168,943 | 506,830 | | 2023 Performance Unit Awards(9) | — | 168,750 | 168,750 | 168,750 | 506,250 | | Other Benefits: | | | | | | | Retirement Plans(10) | 185,254 | 185,254 | 235,698 | 163,914 | 185,254 | | SERP(11) | 1,456,049 | 1,456,049 | 1,456,049 | 1,456,049 | 1,456,049 | | Welfare Benefit(12) | — | — | 309,094 | 215,298 | — | | Executive Retirement Savings Plan(13) | 1,084,233 | 1,084,233 | 1,084,233 | 1,084,233 | 1,084,233 | | Executive Deferred Compensation Plan | — | — | — | — | — | | Health Care(19) | 39,985 | 39,985 | — | — | 53,313 | | Disability | — | — | — | — | — | | Life Insurance | — | — | — | — | — | | Outplacement Services(22) | 20,000 | 20,000 | — | — | 30,000 | | Total | 5,580,021 | 6,275,473 | 6,087,318 | 5,244,700 | 9,365,360 |

  135. Potential Payments Upon Termination or Change in Control

    | Terri M. Kemp | For Good Reason Resignation ($) | Without Cause Termination ($) | Disability Retirement ($) | Retirement ($) | Termination Upon a Change in Control(1) ($) | | Compensation: | | | | | | | Severance | 787,500(16) | 787,500(16) | — | — | 1,050,000(17) | | Annual Incentive | 1,108,800(16) | 1,108,800(16) | 478,800(4) | 478,800(4) | 1,318,800(17) | | Long Term Incentives: | | | | | | | RSUs(5) | — | — | 1,135,961 | 671,424 | 1,135,961 | | 2022 Performance Share Awards(6) | — | 108,228 | 108,228 | 108,228 | 162,342 | | 2022 Performance Unit Awards(7) | — | 113,751 | 113,751 | 113,751 | 170,627 | | 2023 Performance Share Awards(8) | — | 118,260 | 118,260 | 118,260 | 354,779 | | 2023 Performance Unit Awards(9) | — | 118,125 | 118,125 | 118,125 | 354,375 | | Other Benefits: | | | | | | | Retirement Plans(10) | 161,909 | 161,909 | 239,564 | 145,046 | 161,909 | | SERP(11) | 1,465,806 | 1,465,806 | 1,465,806 | 1,465,806 | 1,465,806 | | Welfare Benefit(12) | — | — | 218,077 | 163,792 | — | | Executive Retirement Savings Plan(13) | 1,060,644 | 1,060,644 | 1,060,644 | 1,060,644 | 1,060,644 | | Executive Deferred Compensation Plan(23) | 66,435 | 66,435 | 66,435 | 66,435 | 66,435 | | Health Care(19) | 41,983 | 41,983 | — | — | 55,977 | | Disability | — | — | — | — | — | | Life Insurance | — | — | — | — | — | | Outplacement Services(22) | 20,000 | 20,000 | — | — | 30,000 | | Total | 4,713,077 | 5,171,441 | 5,123,651 | 4,510,311 | 7,387,655 |

  136. Potential Payments Upon Termination or Change in Control

    | Table of Contents | Executive Compensation Tables |

  137. Potential Payments Upon Termination or Change in Control

    | Tolga I. Oal | For Good Reason Resignation ($) | Without Cause Termination ($) | Disability Retirement(18) ($) | Retirement ($) | Termination Upon a Change in Control(1) ($) | | Compensation: | | | | | | | Severance | 900,000(16) | 900,000(16) | — | — | 1,200,000(17) | | Annual Incentive | 1,267,200(16) | 1,267,200(16) | 547,200(4) | — | 1,507,200(17) | | Long Term Incentives: | | | | | | | RSUs(5) | — | — | 540,617 | — | 540,617 | | 2022 Performance Share Awards | — | — | — | — | — | | 2022 Performance Unit Awards | — | — | — | — | — | | 2023 Performance Share Awards(8) | — | 135,154 | 135,154 | — | 405,463 | | 2023 Performance Unit Awards(9) | — | 135,000 | 135,000 | — | 405,000 | | Other Benefits: | | | | | | | Retirement Plans | — | — | — | — | — | | SERP | — | — | — | — | — | | Welfare Benefit | — | — | — | — | — | | Executive Retirement Savings Plan | — | — | — | — | — | | Executive Deferred Compensation Plan | — | — | — | — | — | | Health Care(19) | 31,143 | 31,143 | 51,905 | — | 41,524 | | Disability(20) | — | — | 3,714,684 | — | — | | Life Insurance(21) | — | — | 101,371 | — | — | | Outplacement Services(22) | 20,000 | 20,000 | — | — | 30,000 | | Total | 2,218,343 | 2,488,497 | 5,225,931 | — | 4,129,804 |

  138. Notes to Termination Tables

    | Table of Contents | CEO Pay Ratio |

  139. Notes to Termination Tables

    | CEO Pay Ratio |

  140. Notes to Termination Tables

    | Table of Contents | Pay versus Performance |

  141. Notes to Termination Tables

    | Pay versus Performance Table |

  142. Notes to Termination Tables

    | Year | Summary Compensation Table Total for CEO (1) ($) | Compensation Actually Paid to CEO (2) ($) | Average Summary Compensation Table Total for Other NEOs (3) ($) | Average Compensation Actually Paid to Other NEOs (4) ($) | Cumulative TSR (5) ($) | Peer Group Cumulative TSR (6) ($) | Net Income (Loss) (7) (in millions) ($) | Adjusted Free Cash Flow (8) (in millions) ($) | | 2023 | 12,198,672 | 13,718,052 | 2,926,841 | 3,080,000 | 81.88 | 119.43 | (33.6) | 246.4 | | 2022 | 13,399,781 | 9,127,710 | 3,702,956 | 2,650,073 | 72.68 | 106.20 | 64.3 | 313.0 | | 2021 | 11,176,460 | 14,071,422 | 3,550,563 | 4,250,396 | 86.71 | 139.58 | 5.9 | 422.9 | | 2020 | 8,844,428 | 10,267,435 | 2,982,912 | 3,406,426 | 77.51 | 116.96 | (561.1) | 311.4 |

  143. Notes to Termination Tables

    | Table of Contents | Pay versus Performance |

  144. Financial Performance Measures

    | FINANCIAL MEASURES USED TO LINK NEO COMPENSATION ACTUALLY PAID TO COMPANY PERFORMANCE | | | | EBITDA | EBITDA Margin | Operational Cash Flow |

  145. Financial Performance Measures

    | Table of Contents | Pay versus Performance |

  146. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, the following graphics describe the relationship between information presented in the Pay versus Performance Table.

  147. Analysis of the Information Presented in the Pay versus Performance Table

    | Table of Contents | Pay versus Performance |

  148. Analysis of the Information Presented in the Pay versus Performance Table

    | Equity Compensation Plan Information |

  149. Non-GAAP Reconciliation

    | Pay versus Performance Table Financial Metric | | | | Twelve Months Ended December 31, 2020 | | Free Cash Flow and Adjusted Free Cash Flow: | (in millions) | | Net cash provided by operating activities | $454.7 | | Purchases of property, plant and equipment | (215.6) | | Proceeds from sale of property, plant and equipment | 1.7 | | Free Cash Flow | $240.8 | | Restructuring and acquisition-related costs | 70.6 | | Adjusted Free Cash Flow | $311.4 |