DEF 14A of Dauch Corp, Mar 20, 2025

DEF 14A of Dauch Corp

Filed Mar 20, 2025 · FY20240001062231-25-000031

Open on EDGAR

  1. Compensation Program Metrics Link to Strategic Business Objectives

    | Strategic Business Objective | Alignment | Incentive Metric | | Drive productivity and financial performance | | EBITDA Margin –2024 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 –2024 Annual Incentive Program (50% metric) | | Develop innovative technology, including electrification, and reinvest in research and development | | Free Cash Flow –2024 LTI Performance Awards (100% metric of performance-based LTI) | | Achieve progress on sustainability priorities, including diversity initiatives and environmental goals | | Sustainability Goals –2024 Annual Incentive Program (10%) | | Create sustainable value for shareholders and align with our shareholders' experience | | Relative TSR –2024 LTI Performance Awards (modifier -15% or +15%) |

  2. Shareholders and Our Executive Compensation Program

    | 2018 | 2020 | 2022 | 2023 | 2024 | | –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 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 sustainability objectives by specifically allocating 10% of our annual incentive program to the achievement of 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 | –Increased weighting of the performance-based cash flow metric of the annual incentive program to 50% from 40% to further emphasize the importance of strong cash flow performance. |

  3. Election of Directors

    Election of Directors

  4. Election of Directors

    | Proposal 1: Election of Directors |

  5. Election of Directors

    The Board proposes that Herbert K. Parker be re-elected and Aleksandra A. Miziolek be elected to the Board as Class II directors for terms expiring at the annual meeting in 2028. The Board considered referrals from other Board members, including the CEO, to identify potential directors. The Nominating/Corporate Governance Committee reviewed a number of qualified candidates and, after considering her qualifications and conducting personal interviews, unanimously recommended that Ms. Miziolek be appointed to the Board. The Board unanimously appointed her to the Board effective March 15, 2024. Elizabeth A. Chappell and John F. Smith will not stand for re-election and will retire from the Board effective as of the annual meeting date. 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 Ms. Miziolek and Mr. Parker 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.

  6. Election of Directors

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

  7. Election of Directors

    | Table of Contents | Election of Directors |

  8. 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, which are approved by the Board. Although specific qualifications may vary from time to time, desired qualities and characteristics include, but are not limited to: –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. 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 and expertise 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 Chair 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 2026 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/Corporate Governance Committee, and other Board members. The Nominating/Corporate Governance Committee considered feedback from this process and, ultimately, recommended to the full Board that Terry Grayson-Caprio be appointed to the Board. The Board appointed Ms. Grayson-Caprio effective March 12, 2025, joining the class of directors with a term expiring at the 2026 annual meeting.

  9. Director Candidate Evaluation and Recruitment

    | Table of Contents | Election of Directors |

  10. 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. These key qualifications and skills are prioritized because the Board believes they facilitate strong oversight and strategic direction that positions the Board to deliver shareholder value. The director biographies listed below describe further details about the qualifications and relevant experience each director nominee and returning director brings to the Board.

  11. Board Skills and Qualifications

    | Skills/Qualification | David C. Dauch | William L. Kozyra | Peter D. Lyons | James A. McCaslin | William P. Miller II | Aleksandra A. Miziolek | Herbert K. Parker | Sandra E. Pierce | Samuel Valenti III | Terry Grayson-Caprio | | 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 | | | | |

  12. Board Skills and Qualifications

    | Table of Contents | Election of Directors |

  13. Nominees for Director

    Nominees for Director

  14. Class II — Directors to hold office until the 2028 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, a venture capital firm, since 2021 Advisor OurOffice, Inc., a B2B SaaS company, 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.; 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 | | | | –Citizens Research Council of Michigan –International Women’s Forum Member –NACD Board Leadership Fellow –MiSide | | Age: 68 | Public Company Directorships | | | Director Since: 2024 | Solid Power, Inc. since 2021 Exro Technologies, Inc. since 2023 | | | Committees: | | | | Nominating/Corp Gov | Previous Directorships | | | Technology | Tenneco, Inc. 2020 - 2022 | |

  15. Class II — Directors to hold office until the 2028 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: 66 | 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 | | |

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

    | Terry Grayson-Caprio | Global Business Advisor, Retired Managing Partner, KPMG LLP | | | | Current and Past Positions | Key Qualifications and Experience | | | Managing Partner, KPMG LLP 2010 - 2020 Positions at KPMG LLP 1985 - 2020 | Based on her professional background and public company board and audit committee experience, the following qualifications led the Board to conclude that Ms. Grayson-Caprio should serve on AAM’s Board: her leadership and financial experience as a Managing Partner with KPMG LLP, experience partnering with global companies on transformational change, large-scale growth, and integration, and her subject matter knowledge in the areas of finance, audit, mergers and acquisitions, strategic planning, human capital management, and risk management. | | Age: 61 | | | | Director Since: 2025 | Other Public Company Directorships Southern First Bancshares, Inc. since 2021 Caldwell Partners International, Inc. since 2023 | Directorship (not for profit) – Winthrop University Foundation – South Carolina Environmental Law Project |

  17. 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: 76 | | | | Director Since: 2011 | Previous Public Company Directorship | | | Lead Independent Director | Maytag Corporation 2003 - 2006 | | | Committees: | | | | Audit | | | | Compensation (Chair) | | | | Nominating/Corp Gov | | | | Technology | | | | Executive | | |

  18. 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 Financial markets International, Inc., an international law and economics consulting firm 2011 - 2013 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: 69 | | | | 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 | |

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

    | Sandra E. Pierce | Corporate Board Executive, CEO Advisor, and Community Strategist | | | | Past Positions | Key Qualifications and Experience | | | Chair, Huntington Bank Michigan and Sr. Vice President, Private Client Group & Regional Banking Director Huntington National Bank 2016 - December 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, and 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 CEO of First Merit Michigan and Charter One; 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) | | | | –Detroit Economic Club (Chair) –Henry Ford Health System Foundation (Chair) –The Parade Company –Michigan State University Board of Trustees –Renaissance MAC | | Age: 66 | 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 | | |

  20. 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: 60 | 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 | REV Group, Inc. since October 2024 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 |

  21. 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., a manufacturing and supply company since July 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: 67 | 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 Mercy Board of Trustees –Society of Automotive Engineers | | Compensation | | | | Nominating/Corp Gov | | | | Technology | | |

  22. 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: 69 | | | | Director Since: 2015 | | | | Committees: | | | | Compensation | | | | Nominating/Corp Gov | | |

  23. 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: 79 | 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 | | |

  24. Governance and Sustainability Policies

    | Table of Contents | Compensation of Directors |

  25. Governance and Sustainability Policies

    | Compensation of Directors |

  26. 2024 Annual Retainer and Committee Chair Retainers

    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.

  27. 2024 Annual Equity Grant

    2024 Annual Equity Grant Effective January 1, 2024, the Board approved an increase in the annual equity grant value from $135,000 to $150,000 to further align Board compensation levels with the market median of our peer group. Non-employee directors serving on the Board on the date of the 2024 annual meeting received a grant of 20,492 restricted stock units (RSUs) with a grant date value of $150,000. 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.

  28. Insider Trading Policy

    | Table of Contents | Compensation of Directors |

  29. Director Compensation Table

    Director Compensation Table Total 2024 compensation of our non-employee directors is shown below.

  30. Director Compensation Table

    | Name | Fees Earned or Paid in Cash(1) ($) | Stock Awards(2) ($) | All Other Compensation(3) ($) | Total ($) | | Elizabeth A. Chappell(4) | 125,000 | 150,001 | 400 | 275,401 | | William L. Kozyra | 110,000 | 150,001 | 1,600 | 261,601 | | Peter D. Lyons | 110,000 | 150,001 | 3,700 | 263,701 | | James A. McCaslin | 180,000 | 150,001 | 1,400 | 331,401 | | William P. Miller II | 135,000 | 150,001 | 400 | 285,401 | | Aleksandra A. Miziolek | 87,083 | 150,001 | — | 237,084 | | Herbert K. Parker | 110,000 | 150,001 | 500 | 260,501 | | Sandra E. Pierce | 110,000 | 150,001 | 800 | 260,801 | | John F. Smith(4) | 125,000 | 150,001 | 400 | 275,401 | | Samuel Valenti III | 110,000 | 150,001 | 1,600 | 261,601 |

  31. Director Compensation Table

    (1)Fees earned in 2024 for annual, committee chair and lead director retainers. (2)Reflects the full grant date fair value of RSUs granted on May 2, 2024 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 ($7.32). See Note 9 to the audited consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2024 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 associated with these meetings. The Company pays for spousal travel and certain other expenses and reimburses non-employee directors for taxes attributable to the income associated with this benefit. Amounts reflect reimbursement of taxes on this income. (4) Served as a director during 2024 and is not standing for re-election. As of December 31, 2024, each non-employee director had the number of outstanding RSUs (including those deferred) shown below.

  32. Director Compensation Table

    | Name | Restricted Stock Units Outstanding (#) | | Elizabeth A. Chappell(1) | 128,485 | | William L. Kozyra | 134,052 | | Peter D. Lyons | 138,064 | | James A. McCaslin | 150,825 | | William P. Miller II | 141,983 | | Aleksandra A. Miziolek | 20,492 | | Herbert K. Parker | 20,492 | | Sandra E. Pierce | 110,479 | | John F. Smith(1) | 159,536 | | Samuel Valenti III | 72,425 |

  33. Director Compensation Table

    (1) Served as a director during 2024 and is not standing for re-election.

  34. Director Compensation Table

    | Table of Contents | Beneficial Stock Ownership |

  35. Director Compensation Table

    | Beneficial Stock Ownership |

  36. 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 6, 2025; –each of the named executive officers shown in the Summary Compensation Table; and –all directors and executive officers as a group as of March 6, 2025. 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 118,333,473 shares of AAM common stock outstanding on March 6, 2025 (record date).

  37. 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) | 15,713,232 | 13.36 | | 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 | | | | Non-Employee Directors (4) | | | | Elizabeth A. Chappell(5) | 176,612 | * | | William L. Kozyra | 138,064 | * | | Peter D. Lyons | 143,064 | * | | James A. McCaslin | 178,036 | * | | William P. Miller II | 185,086 | * | | Aleksandra A. Miziolek | 20,492 | * | | Herbert K. Parker | 140,479 | * | | Sandra E. Pierce | 110,479 | * | | John F. Smith(5) | 171,036 | * | | Samuel Valenti III | 72,425 | * | | Named Executive Officers | | | | David C. Dauch(6) | 2,246,449 | 1.9 | | Christopher J. May | 408,425 | * | | Michael J. Lynch(6) | 213,346 | * | | Terri M. Kemp | 157,442 | * | | Tolga I. Oal | — | * | | All Directors and Executive Officers as a Group (16 persons) | 4,361,435 | 3.7 |

  38. 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 January 31, 2025 by The Vanguard Group, reporting sole voting power over 15,400,322 shares, shared voting power over 192,100 shares and shared dispositive power over 312,910 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)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. (5)Served as a director during 2024 and is not standing for re-election. (6)For Mr. Dauch, amount includes 125 shares held in trust for the benefit of one of his children and, for Mr. Lynch, amount includes 1,000 shares held in his spouse's trust.

  39. Director Compensation Table

    | Table of Contents | Corporate Governance |

  40. Director Compensation Table

    | Related Person Transactions Policy |

  41. 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 2024, 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 2024, Century, LLC received $193,230 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 $297,223 in base salary and annual bonus for 2024. In addition, Zachary Dauch received a vehicle allowance of $12,000, $1,146 for the cost of personal expenses provided under a lifestyle account, and was reimbursed $1,260 for the cost of an executive physical. Zachary Dauch also participates in the Company's long-term, cash-based incentive program and earned $26,190 under the 2018 Omnibus Incentive Plan for long-term performance unit cash awards granted in 2022 with a 3-year performance period ending December 31, 2024. There is no direct reporting relationship between Mr. Dauch and his son. 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.

  42. Director Compensation Table

    | Table of Contents | Advisory Vote on Executive Compensation |

  43. Compensation Program Metrics Link to Strategic Business Objectives

    | Strategic Business Objective | Alignment | Incentive Metric | | Drive productivity and financial performance | | EBITDA Margin –2024 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 –2024 Annual Incentive Program (50% metric) | | Develop innovative technology, including electrification, and reinvest in research and development | | Free Cash Flow –2024 LTI Performance Awards (100% metric of performance-based LTI) | | Achieve progress on sustainability priorities, including diversity initiatives and environmental goals | | Sustainability Goals –2024 Annual Incentive Program (10%) | | Create sustainable value for shareholders and align with our shareholders' experience | | Relative TSR –2024 LTI Performance Awards (modifier -15% or +15%) |

  44. Shareholders and Our Executive Compensation Program

    | 2018 | 2020 | 2022 | 2023 | 2024 | | –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 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 sustainability objectives by specifically allocating 10% of our annual incentive program to the achievement of 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 | –Increased weighting of the performance-based cash flow metric of the annual incentive program to 50% from 40% to further emphasize the importance of strong cash flow performance. |

  45. 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 NEOs' compensation is performance based and is at risk. The following chart illustrates the allocation of 2024 total direct compensation components at target for our CEO and for our other NEOs (average) as a group as of December 31, 2024. This analysis highlights the Company's emphasis on long-term and at-risk compensation.

  46. 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 shareholders.

  47. 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), qualified 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. |

  48. 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.

  49. Role of the Compensation Consultant

    | Table of Contents | Compensation Discussion and Analysis |

  50. 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.

  51. Peer Group and Market Analysis

    | Comparative Peer Group for 2024 | | | | Adient plc Aptiv PLC BorgWarner Inc. Cooper-Standard Holdings Inc. Dana Incorporated Flowserve Corporation Garrett Motion, Inc. | Goodyear Tire & Rubber Company Hyster-Yale, Inc.* LCI Industries Lear Corporation Oshkosh Corporation Parker-Hannifin Corporation Patrick Industries, Inc.* | Rockwell Automation, Inc. Terex Corporation The Timken Company Trinity Industries, Inc. Visteon Corporation | | *New peer companies added to replace Meritor, Inc and Tenneco, Inc., which were removed due to acquisitions | | |

  52. Peer Group and Market Analysis

    During a review of the 2024 comparative peer group, the Committee decided to add two new peer companies to replace two companies that were removed from the group due to acquisitions. AAM's revenues are slightly above the median of the 2024 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.

  53. Peer Group and Market Analysis

    | Table of Contents | Compensation Discussion and Analysis |

  54. Peer Group and Market Analysis

    | Direct Compensation Elements |

  55. 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 2024 annual incentive program performance measures, the Committee considered the importance of balancing financial, strategic and sustainability objectives in achieving short-term financial targets and executing long-term strategy for value creation. The 2024 annual incentive awards are designed to drive operational performance and sustainability initiatives. Performance levels for 2024 annual incentive awards reflected stretch goals that required the management team to improve key performance metrics over the prior year, optimize our operations while navigating the volatility of the automotive industry and drive performance higher than the top half of our competitor peer group.

  56. Financial Measures (90% of annual award)

    Financial Measures (90% of annual award) The Committee decided that the 2024 annual incentive award would be based on EBITDA margin and operational cash flow, weighted 40% and 50%, respectively. EBITDA margin was selected to support our strategy of maintaining a flexible cost structure and protecting margins in a volatile sales environment and supports cash flow. EBITDA margin is also a key metric focused on by our shareholders. Operational cash flow was selected to focus management on our annual cash flow target achievement to reduce debt and on the capital intensity of our business profile. To further emphasize the importance of strong cash flow performance, the Committee increased the weighting of the operational cash flow measure for the 2024 annual incentive by 10% to 50%. Achieving the operational cash flow target would require disciplined capital management and optimization and supports the ability to invest in our product portfolio and other strategic opportunities.

  57. 2024 Actual Performance and Award Payouts

    2024 Actual Performance and Award Payouts

  58. 2024 Actual Performance and Award Payouts

    | Year over year margin growth | Continuing to secure new business | | AAM's 2024 Operational Performance - Managing What We Can Control | | | Continuing to reduce debt | Moving forward our sustainability objectives |

  59. 2024 Actual Performance and Award Payouts

    The targets and results of the financial performance incentive measures are shown below.

  60. 2024 Actual Performance and Award Payouts

    | | Weighting | Threshold (Payout 0%) | Target (Payout 100%) | Maximum (Payout 200%) | 2024 Actual Performance(1) | % of Target Earned | 2024 Actual Payout(2) | | EBITDA Margin | 40% | 10.0% | 12.0% | 13.75% | 12.2% | 113% | 45% | | Operational Cash Flow | 50% | $400 million | $500 million | $625 million | $505 million | 104% | 52% |

  61. 2024 Actual Performance and Award Payouts

    (1) Excludes restructuring and acquisition-related costs of $18 million, impairment charges of $12 million, debt refinancing and redemption costs of $0.6 million and loss on equity securities of $0.1 million. 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. With a focus on managing factors under our control in a dynamic industry environment, we improved and optimized operational efficiencies and made investments in research and development to advance our product portfolio to drive future growth and position AAM as a propulsion supplier of choice while continuing 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. *See Non-GAAP Reconciliation in Appendix A.

  62. 2024 Actual Performance and Award Payouts

    | Table of Contents | Compensation Discussion and Analysis |

  63. Financial and Sustainability Performance

    | | EBITDA Margin | Operational Cash Flow | Sustainability Measures | Total Payout | | 2024 Actual Payout % | 45% | 52% | 20% | 117% |

  64. Annual Incentive Award Target Opportunities

    Annual Incentive Award Target Opportunities The NEO annual incentive target opportunities are shown in the table below. The 2024 target opportunities remain unchanged from 2023.

  65. Annual Incentive Award Target Opportunities

    | | 2024 | 2023 | | | Target Opportunity (as a % of base salary) | Target Opportunity (as a % of base salary) | | David C. Dauch | 150% | 150% | | Christopher J. May | 100% | 100% | | Michael J. Lynch | 100% | 100% | | Terri M. Kemp | 80% | 80% | | Tolga I. Oal | 80% | 80% |

  66. Annual Incentive Award Target Opportunities

    | Table of Contents | Compensation Discussion and Analysis |

  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 under the Amended and Restated 2018 Omnibus Incentive Plan (2018 Omnibus Incentive Plan). 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. 2024 LTI Award Overview

    2024 LTI Award Overview

  69. 2024 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. | 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 |

  70. 2024 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.

  71. Performance-based LTI

    Performance-based LTI The Committee evaluated the performance measures for 2024 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 2024 LTI performance-based awards. To emphasize the importance of consistent annual free cash flow generation, the Committee included annual free cash flow targets for calendar years 2024, 2025 and 2026, each weighted at 15% of target. The remaining 55% 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. For the 2024 awards, the Committee decided to increase the weighting of the three-year cumulative free cash flow performance to 55% from 40% in 2023 in consideration of the anticipated annual volatility over the three-year performance period. No award payouts will be made until the completion of the three-year performance period.

  72. Performance-based LTI

    | Table of Contents | Compensation Discussion and Analysis |

  73. Performance-based LTI

    In setting the goal rigor for the 2024 – 2026 performance period, the Committee challenged management to continue to deliver meaningful free cash flow over the rolling three-year period. Achieving the established performance levels requires the management team to continue to drive operational efficiencies and manage capital allocation priorities. The variance in the annual targets over the three-year period is primarily attributable to anticipated capital expenditures and related timing to support the launch of significant next generation programs that will maintain our core business for the long term. The table below shows the threshold, target and maximum free cash flow for calendar years 2024, 2025, 2026, 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, 2024 through December 31, 2026.

  74. Performance-based LTI

    | Free Cash Flow | Weighting | Threshold | Target | Maximum | | 2024 | 15% | $175 million | $200 million | $240 million | | 2025 | 15% | $150 million | $175 million | $210 million | | 2026 | 15% | $225 million | $275 million | $300 million | | 3-yr Cumulative | 55% | $550 million | $650 million | $750 million | | Payout % | | —% | 100% | 200% |

  75. 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.

  76. Performance-based LTI

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

  77. LTI Award Target Opportunities

    LTI Award Target Opportunities The NEO LTI target opportunities are shown in the table below. The 2024 target opportunities remain unchanged from 2023.

  78. LTI Award Target Opportunities

    | | 2024 Target Long-Term Incentive Opportunity | | 2023 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% | 1,687,500 | 250% | | Michael J. Lynch | 1,687,500 | 250% | 1,687,500 | 250% | | Terri M. Kemp | 1,181,250 | 225% | 1,181,250 | 225% | | Tolga I. Oal | 1,350,000 | 225% | 1,350,000 | 225% |

  79. LTI Award Target Opportunities

    (1) Amounts reflect the value the Committee considered when granting awards for 2024 and 2023. 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.

  80. Payout of 2022 Performance Awards

    Payout of 2022 Performance Awards Fifty percent of the 2022 LTI awards granted to NEOs in 2022 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, 2022 through December 31, 2024. Free cash flow was selected as the sole metric for the 2022 LTI performance-based awards as it is a critical driver to reduce leverage and ultimately convert value to shareholders.

  81. Payout of 2022 Performance Awards

    | Table of Contents | Compensation Discussion and Analysis |

  82. Payout of 2022 Performance Awards

    In February 2022, 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 difficult market conditions during the performance period, including production volatility, supply chain challenges and a high inflationary environment, the management team delivered strong 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 comprehensive product portfolio to support multiple propulsion trends. *Amount reflects adjustments made to determine incentive payments. See Non-GAAP Reconciliation in Appendix A. The targets and payout % of the 2022 performance shares and units are shown below.

  83. Payout of 2022 Performance Awards

    | Free Cash Flow | Weighting | Threshold (Payout 50%) | Target (Payout 100%) | Maximum (Payout 200%) | 2022 -2024 Actual Performance(1) | % of Target Earned | Actual Payout(2) | | 2022 | 20% | $200 million | $250 million | $300 million | $313.0 million | 200% | 40% | | 2023 | 20% | $200 million | $250 million | $300 million | $246.4 million | 96% | 19% | | 2024 | 20% | $200 million | $300 million | $400 million | $230.3 million | 65% | 13% | | 3-yr Cumulative | 40% | $600 million | $800 million | $1 billion | $789.7 million | 97% | 39% | | Total | | | | | | | 111% |

  84. Payout of 2022 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 half of the 36-month performance period of the 2022 awards. The Committee approved this adjustment as the impact of the work stoppage was outside of management's control. 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 2024 as these awards are not reported until earned at the end of the performance period.

  85. 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 2022 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 2022 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.

  86. 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.

  87. Severance Programs

    | Table of Contents | Compensation Discussion and Analysis |

  88. 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, 2024, December 31, 2023 and December 31, 2022 to the extent they served as NEOs in such years.

  89. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards(3) ($) | 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 | 2024 | 1,250,000 | 5,136,512 | 4,188,282 | 76,135 | 472,089 | 11,123,018 | | | 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 | | Christopher J. May Executive Vice President & Chief Financial Officer | 2024 | 675,000 | 1,205,976 | 1,216,407 | 48,215 | 164,223 | 3,309,821 | | | 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 | | Michael J. Lynch President & Chief Operating Officer | 2024 | 675,000 | 1,205,976 | 1,095,000 | 37,996 | 190,024 | 3,203,996 | | | 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 | | Terri M. Kemp(2) Senior Vice President Human Resources & Sustainability | 2024 | 525,000 | 844,183 | 680,796 | — | 123,231 | 2,173,210 | | | 2023 | 475,118 | 848,226 | 819,199 | 18,810 | 240,390 | 2,401,743 | | Tolga I. Oal(2) President Driveline | 2024 | 600,000 | 964,778 | 561,600 | — | 137,603 | 2,263,981 | | | 2023 | 600,000 | 969,398 | 547,200 | — | 66,748 | 2,183,346 |

  90. 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 and Mr. Oal were not NEOs in 2022. Also, Ms. Kemp's 2023 base salary was reduced due to a leave of absence. (3)Reflects the grant date fair value of restricted stock units and performance share awards made during fiscal year 2024 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 9 to the audited consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2024 regarding assumptions underlying the valuation of equity awards. Assuming the maximum performance levels are achieved for the performance share awards granted on March 4, 2024, the maximum value of performance share awards would be $4,959,377 for Mr. Dauch, $1,164,390 for Mr. May, and for Mr. Lynch, $815,073 for Ms. Kemp and $931,512 for Mr. Oal based on grant date fair value. These amounts may not reflect the actual value realized upon vesting or settlement, if any.

  91. Summary Compensation Table

    | Table of Contents | Executive Compensation Tables |

  92. Summary Compensation Table

    (4)Reflects amounts earned under the AAM Incentive Compensation Program for Executive Officers for 2024 and the amounts earned under the 2018 Omnibus Incentive Plan for long-term performance unit cash awards granted in 2022 with a 3-year performance period ending December 31, 2024. The 2024 amounts earned are as follows:

  93. Summary Compensation Table

    | Name | AAM Incentive Compensation Plan ($) | 2018 Omnibus Incentive Plan ($) | Total Non-Equity Incentive Plan Compensation ($) | | David C. Dauch | 2,193,750 | 1,994,532 | 4,188,282 | | Christopher J. May | 789,750 | 426,657 | 1,216,407 | | Michael J. Lynch | 789,750 | 305,250 | 1,095,000 | | Terri M. Kemp | 491,400 | 189,396 | 680,796 | | Tolga I. Oal | 561,600 | — | 561,600 |

  94. 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 2024 are as follows:

  95. 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 | 17,250 | 321,550 | 23,235 | — | 2,632 | 107,422 | 472,089 | | Christopher J. May | 16,675 | 127,250 | 5,514 | 12,692 | — | 2,092 | 164,223 | | Michael J. Lynch | 17,250 | 127,250 | 19,594 | 24,438 | — | 1,492 | 190,024 | | Terri M. Kemp | 17,250 | 83,150 | 4,885 | 16,454 | — | 1,492 | 123,231 | | Tolga I. Oal | 9,919 | 99,594 | 2,925 | 21,138 | — | 4,027 | 137,603 |

  96. 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.

  97. Summary Compensation Table

    | Name | Retirement Contributions under the 401(k) Plan ($) | Employer ERSP Contributions ($) | Total ($) | | David C. Dauch | 17,250 | 304,300 | 321,550 | | Christopher J. May | 17,250 | 110,000 | 127,250 | | Michael J. Lynch | 17,250 | 110,000 | 127,250 | | Terri M. Kemp | 17,250 | 65,900 | 83,150 | | Tolga I. Oal | 10,494 | 89,100 | 99,594 |

  98. 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 $100,000, the cost of personal umbrella liability insurance premiums, spousal travel and the cost of an executive physical. For Mr. May, includes the cost of personal umbrella liability insurance premiums and personal expenses provided under a lifestyle account. For Mr. Lynch and Ms. Kemp includes the cost of personal umbrella liability insurance premiums. For Mr. Oal, includes the cost of personal umbrella liability insurance premiums, the cost of an executive physical and personal expenses provided under a lifestyle account.

  99. Summary Compensation Table

    | Table of Contents | Executive Compensation Tables |

  100. Grants of Plan-Based Awards

    Grants of Plan-Based Awards Annual and long-term incentive awards granted in 2024 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.

  101. 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) | 3/4/2024 | 2/7/2024 | — | 2,156,250 | 4,959,375 | — | — | — | — | — | | Performance Shares (Free Cash Flow) | 3/4/2024 | 2/7/2024 | — | — | — | — | 318,972 | 733,636 | — | 2,261,511 | | Restricted Stock Units | 3/4/2024 | 2/7/2024 | — | — | — | — | — | — | 425,296 | 2,875,001 | | Christopher J. May | | | | | | | | | | | | Annual Incentive | — | — | — | 675,000 | 1,350,000 | — | — | — | — | — | | Performance Units (Free Cash Flow) | 3/4/2024 | 2/7/2024 | — | 506,250 | 1,164,375 | — | — | — | — | — | | Performance Shares (Free Cash Flow) | 3/4/2024 | 2/7/2024 | — | — | — | — | 74,890 | 172,247 | — | 530,970 | | Restricted Stock Units | 3/4/2024 | 2/7/2024 | — | — | — | — | — | — | 99,853 | 675,006 | | Michael J. Lynch | | | | | | | | | | | | Annual Incentive | — | — | — | 675,000 | 1,350,000 | — | — | — | — | — | | Performance Units (Free Cash Flow) | 3/4/2024 | 2/7/2024 | — | 506,250 | 1,164,375 | — | — | — | — | — | | Performance Shares (Free Cash Flow) | 3/4/2024 | 2/7/2024 | — | — | — | — | 74,890 | 172,247 | — | 530,970 | | Restricted Stock Units | 3/4/2024 | 2/7/2024 | — | — | — | — | — | — | 99,853 | 675,006 | | Terri M. Kemp | | | | | | | | | | | | Annual Incentive | — | — | — | 420,000 | 840,000 | — | — | — | — | — | | Performance Units (Free Cash Flow) | 3/4/2024 | 2/7/2024 | — | 354,375 | 815,063 | — | — | — | — | — | | Performance Shares (Free Cash Flow) | 3/4/2024 | 2/7/2024 | — | — | — | — | 52,423 | 120,573 | — | 371,679 | | Restricted Stock Units | 3/4/2024 | 2/7/2024 | — | — | — | — | — | — | 69,897 | 472,504 | | Tolga I. Oal | | | | | | | | | | | | Annual Incentive | ` | — | — | 480,000 | 960,000 | — | — | — | — | — | | Performance Units (Free Cash Flow) | 3/4/2024 | 2/7/2024 | — | 405,000 | 931,500 | — | — | — | — | — | | Performance Shares (Free Cash Flow) | 3/4/2024 | 2/7/2024 | — | — | — | — | 59,912 | 137,798 | — | 424,776 | | Restricted Stock Units | 3/4/2024 | 2/7/2024 | — | — | — | — | — | — | 79,882 | 540,002 |

  102. 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 2024, 2025 and 2026 and the 3-year cumulative free cash flow over the performance period January 1, 2024 through December 31, 2026. The performance unit award payouts may be modified based on relative TSR over the three-year performance period. The maximum amounts include the impact of the relative TSR modifier. (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 2024, 2025 and 2026 and the 3-year cumulative free cash flow over the performance period January 1, 2024 through December 31, 2026. The award payouts may be modified based on relative TSR over the three-year performance period. The maximum amounts include the impact of the relative TSR modifier. (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 2024.

  103. Grants of Plan-Based Awards

    | Table of Contents | Executive Compensation Tables |

  104. Grants of Plan-Based Awards

    (4)Reflects the full grant date fair value of performance share awards and RSUs made during fiscal year 2024 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 9 to the audited consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2024 regarding assumptions underlying the valuation of equity awards.

  105. Grants of Plan-Based Awards

    | Table of Contents | Executive Compensation Tables |

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

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

  107. CEO Employment Agreement

    CEO Employment Agreement Mr. Dauch's employment agreement provides for the following compensation and benefits as of December 31, 2024.

  108. CEO Employment Agreement

    | | CEO Employment Agreement | | Base Salary | $1,250,000 for 2024 | | Annual Incentive | Participation in the annual incentive plan for executive officers; Target opportunity of 150% of base salary for 2024 | | Long-Term Incentive | Participation in LTI plans for executive officers; Target opportunity of 575% of base salary for 2024 | | 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 |

  109. 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.

  110. Outstanding Equity Awards at December 31, 2024

    Outstanding Equity Awards at December 31, 2024

  111. Outstanding Equity Awards at December 31, 2024

    | 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 | 388,094(2) | 2,262,588 | 245,029(5) | 1,428,519 | | | 326,705(3) | 1,904,690 | 637,944(6) | 3,719,214 | | | 425,296(4) | 2,479,476 | | | | Christopher J. May | 83,019(2) | 484,001 | 57,529(5) | 335,394 | | | 76,705(3) | 447,190 | 149,780(6) | 873,217 | | | 99,853(4) | 582,143 | | | | Michael J. Lynch | 59,396(2) | 346,279 | 57,529(5) | 335,394 | | | 76,705(3) | 447,190 | 149,780(6) | 873,217 | | | 99,853(4) | 582,143 | | | | Terri M. Kemp | 36,853(2) | 214,853 | 40,270(5) | 234,774 | | | 53,694(3) | 313,036 | 104,846(6) | 611,252 | | | 69,897(4) | 407,500 | | | | Tolga I. Oal | 61,364(3) | 357,752 | 46,023(5) | 268,314 | | | 79,882(4) | 465,712 | 119,8246) | 698,574 |

  112. Outstanding Equity Awards at December 31, 2024

    (1)Reflects value of outstanding RSUs at $5.83, the closing price of AAM common stock on December 31, 2024. (2)Reflects RSUs granted on February 28, 2022 that vested on February 28, 2025. (3)Reflects RSUs granted on February 28, 2023. RSUs vest three years from the date of grant. (4)Reflects RSUs granted on March 4, 2024. RSUs vest three years from the date of grant. (5)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, 2024. Award amounts reflect a payout at target 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 March 4, 2024 for the performance period January 1, 2024 through December 31, 2026 that would be paid out at the end of the performance period based on free cash flow performance through December 31, 2024. Award amounts reflect a payout at maximum 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 2023 and 2024 performance shares based on performance through December 31, 2024 as described above in footnotes (5) and (6) multiplied by $5.83, the closing price of AAM common stock on December 31, 2024.

  113. Outstanding Equity Awards at December 31, 2024

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  114. Stock Vested

    Stock Vested

  115. Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | David C. Dauch | 520,360 | 3,350,864 | | Christopher J. May | 125,634 | 815,186 | | Michael J. Lynch | 71,358 | 455,946 | | Terri M. Kemp | 58,847 | 383,007 | | Tolga I. Oal(3) | — | — |

  116. Stock Vested

    (1)Reflects the number of shares vested in March 2024 under RSU awards granted in March 2021. Also, reflects the number of performance shares earned for the period ending December 31, 2024. 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, 2024 multiplied by the closing market price of AAM common stock as of December 31, 2024. (3)Based on his date of hire, Mr. Oal did not have any equity awards vest during 2024.

  117. Stock Vested

    | Table of Contents | Executive Compensation Tables |

  118. 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, 2024.

  119. 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 | 497,712 | | | AAM Supplemental Executive Retirement Program | 22.8333 | 8,273,442 | | Christopher J. May(3) | AAM Pension Plan | 12.5000 | 164,209 | | | AAM Supplemental Executive Retirement Program | 23.8333 | 1,614,274 | | Michael J. Lynch(3) | AAM Pension Plan | 10.3333 | 225,322 | | | AAM Supplemental Executive Retirement Program | 21.6660 | 1,453,977 | | Terri M. Kemp(3) | AAM Pension Plan | 10.4000 | 159,800 | | | AAM Supplemental Executive Retirement Program | 21.7500 | 1,463,720 |

  120. 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, 2024 and assume continued employment until unreduced retirement age is attained. For material assumptions used, see Note 8 to the audited consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2024. (3)Mr. Dauch, Mr. Lynch, Mr. May and Ms. Kemp were eligible to retire on December 31, 2024 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. Effective January 1, 2024, participants may also elect an actuarially equivalent lump sum. 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.

  121. Pension Benefits

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  122. 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 2024 fiscal year.

  123. 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 | 304,300 | 481,579 | — | 4,877,279 | | Christopher J. May | EDC | — | — | — | — | | | ERSP | 110,000 | 80,671 | — | 1,451,699 | | Michael J. Lynch | EDC | — | — | — | — | | | ERSP | 110,000 | 22,226 | — | 1,216,459 | | Terri M. Kemp | EDC | — | 11,984 | — | 78,419 | | | ERSP | 65,900 | 215,106 | — | 1,341,650 | | Tolga I. Oal | EDC | — | — | — | — | | | ERSP | 89,100 | 9,957 | — | 145,859 |

  124. Nonqualified Deferred Compensation

    (1)Reflects the annual 2024 plan contributions notionally funded in March 2025 reported in the Summary Compensation Table. (2)Reflects hypothetical accrued earnings or losses during 2024 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.

  125. 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. 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.

  126. 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, 2024. 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.

  127. 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, 2024. 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, 2024. See Note 8 to the audited consolidated financial statements in our 2024 annual report on Form 10-K for the year ended December 31, 2024. Mr. Oal was not eligible to retire as of December 31, 2024. The tables below do not include equity awards that vested as of December 31, 2024, 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.

  128. Potential Payments Upon Termination or Change in Control

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  129. 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 | 5,943,750(2) | 5,943,750(2) | 2,193,750(4) | 2,193,750(4) | 7,818,750(3) | | Long Term Incentives: | | | | | | | RSUs(5) | — | — | 6,646,754 | 4,105,367 | 6,646,754 | | 2023 Performance Share Awards(6) | — | 952,346 | 952,346 | 952,346 | 1,428,519 | | 2023 Performance Unit Awards(7) | — | 1,437,500 | 1,437,500 | 1,437,500 | 2,156,250 | | 2024 Performance Share Awards(8) | — | 619,869 | 619,869 | 619,869 | 1,859,607 | | 2024 Performance Unit Awards(9) | — | 718,750 | 718,750 | 718,750 | 2,156,250 | | Other Benefits: | | | | | | | Retirement Plans(10) | 497,712 | 497,712 | 489,356 | 495,694 | 497,712 | | SERP(11) | 8,273,442 | 8,273,442 | 8,273,442 | 8,273,442 | 8,273,442 | | Welfare Benefit(12) | — | — | 849,146 | 714,610 | — | | Executive Retirement Savings Plan(13) | 4,877,279 | 4,877,279 | 4,877,279 | 4,877,279 | 4,877,279 | | Executive Deferred Compensation Plan | — | — | — | — | — | | Health Care(14) | 57,925 | 57,925 | — | — | 87,171 | | Disability | — | — | — | — | — | | Outplacement Services(15) | 50,000 | 50,000 | — | — | 50,000 | | Total | 22,200,108 | 25,928,573 | 27,058,192 | 24,388,607 | 39,601,734 |

  130. Potential Payments Upon Termination or Change in Control

    | Christopher J. May | 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 | 1,802,250(16) | 1,802,250(16) | 789,750(4) | 789,750(4) | 2,139,750(17) | | Long Term Incentives: | | | | | | | RSUs(5) | — | — | 1,513,334 | 917,968 | 1,513,334 | | 2023 Performance Share Awards(6) | — | 223,596 | 223,596 | 223,596 | 335,394 | | 2023 Performance Unit Awards(7) | — | 337,500 | 337,500 | 337,500 | 506,250 | | 2024 Performance Share Awards(8) | — | 145,536 | 145,536 | 145,536 | 436,609 | | 2024 Performance Unit Awards(9) | — | 168,750 | 168,750 | 168,750 | 506,250 | | Other Benefits: | | | | | | | Retirement Plans(10) | 164,209 | 164,209 | 316,746 | 146,907 | 164,209 | | SERP(11) | 1,614,274 | 1,614,274 | 1,614,274 | 1,614,274 | 1,614,274 | | Welfare Benefit(12) | — | — | 247,293 | 149,420 | — | | Executive Retirement Savings Plan(13) | 1,451,699 | 1,451,699 | 1,451,699 | 1,451,699 | 1,451,699 | | Executive Deferred Compensation Plan | — | — | — | — | — | | Health Care(19) | 36,173 | 36,173 | — | — | 48,230 | | Disability | — | — | — | — | — | | Outplacement Services(20) | 20,000 | 20,000 | — | — | 30,000 | | Total | 6,101,105 | 6,976,487 | 6,808,478 | 5,945,400 | 10,095,999 |

  131. Potential Payments Upon Termination or Change in Control

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  132. 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 | 1,802,250(16) | 1,802,250(16) | 789,750(4) | 789,750(4) | 2,139,750(17) | | Long Term Incentives: | | | | | | | RSUs(5) | — | — | 1,375,612 | 784,071 | 1,375,612 | | 2023 Performance Share Awards(6) | — | 223,596 | 223,596 | 223,596 | 335,394 | | 2023 Performance Unit Awards(7) | — | 337,500 | 337,500 | 337,500 | 506,250 | | 2024 Performance Share Awards(8) | | 145,536 | 145,536 | 145,536 | 436,609 | | 2024 Performance Unit Awards(9) | — | 168,750 | 168,750 | 168,750 | 506,250 | | Other Benefits: | | | | | | | Retirement Plans(10) | 225,322 | 225,322 | 219,410 | 224,720 | 225,322 | | SERP(11) | 1,453,977 | 1,453,977 | 1,453,977 | 1,453,977 | 1,453,977 | | Welfare Benefit(12) | — | — | 300,334 | 205,257 | — | | Executive Retirement Savings Plan(13) | 1,216,459 | 1,216,459 | 1,216,459 | 1,216,459 | 1,216,459 | | Executive Deferred Compensation Plan | — | — | — | — | — | | Health Care(19) | 43,442 | 43,442 | — | — | 57,922 | | Disability | — | — | — | — | — | | Outplacement Services(20) | 20,000 | 20,000 | — | — | 30,000 | | Total | 5,773,950 | 6,649,332 | 6,230,924 | 5,549,616 | 9,633,545 |

  133. 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 | 1,121,400(16) | 1,121,400(16) | 491,400(4) | 491,400(4) | 1,331,400(17) | | Long Term Incentives: | | | | | | | RSUs(5) | — | — | 935,389 | 522,074 | 935,389 | | 2023 Performance Share Awards(6) | — | 156,516 | 156,516 | 156,516 | 234,774 | | 2023 Performance Unit Awards(7) | — | 236,250 | 236,250 | 236,250 | 354,375 | | 2024 Performance Share Awards(8) | — | 101,875 | 101,875 | 101,875 | 305,626 | | 2024 Performance Unit Awards(9) | — | 118,125 | 118,125 | 118,125 | 354,375 | | Other Benefits: | | | | | | | Retirement Plans(10) | 159,800 | 159,800 | 224,028 | 145,136 | 159,800 | | SERP(11) | 1,463,720 | 1,463,720 | 1,463,720 | 1,463,720 | 1,463,720 | | Welfare Benefit(12) | — | — | 207,744 | 154,401 | — | | Executive Retirement Savings Plan(13) | 1,341,650 | 1,341,650 | 1,341,650 | 1,341,650 | 1,341,650 | | Executive Deferred Compensation Plan(21) | 78,419 | 78,419 | 78,419 | 78,419 | 78,419 | | Health Care(19) | 45,602 | 45,602 | — | — | 60,802 | | Disability | — | — | — | — | — | | Life Insurance | — | — | — | — | — | | Outplacement Services(20) | 20,000 | 20,000 | — | — | 30,000 | | Total | 5,018,091 | 5,630,857 | 5,355,116 | 4,809,566 | 7,700,330 |

  134. Potential Payments Upon Termination or Change in Control

    | Table of Contents | Executive Compensation Tables |

  135. 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 | 1,281,600(16) | 1,281,600(16) | 561,600(4) | — | 1,521,600(17) | | Long Term Incentives: | | | | | | | RSUs(5) | — | — | 823,464 | — | 823,464 | | 2023 Performance Share Awards(6) | — | 178,876 | 178,876 | — | 268,314 | | 2023 Performance Unit Awards(7) | — | 270,000 | 270,000 | — | 405,000 | | 2024 Performance Share Awards(8) | — | 116,429 | 116,429 | — | 349,287 | | 2024 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) | 33,205 | 33,205 | 55,341 | — | 44,273 | | Disability(22) | — | — | 3,538,648 | — | — | | Outplacement Services(20) | 20,000 | 20,000 | — | — | 30,000 | | Total | 2,234,805 | 2,935,110 | 5,679,358 | — | 5,046,938 |

  136. Notes to Termination Tables

    | Table of Contents | CEO Pay Ratio |

  137. Notes to Termination Tables

    | CEO Pay Ratio |

  138. Notes to Termination Tables

    | Table of Contents | Pay versus Performance |

  139. Notes to Termination Tables

    | Pay versus Performance Table |

  140. 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) ($) | Adjusted Free Cash Flow (8) (in millions) ($) | | 2024 | 11,123,018 | 6,054,691 | 2,737,752 | 1,924,338 | 54.18 | 91.79 | 35.0 | 230.3 | | 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 |

  141. Notes to Termination Tables

    | Table of Contents | Pay versus Performance |

  142. Financial Performance Measures

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

  143. Financial Performance Measures

    | Table of Contents | Pay versus Performance |

  144. 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.

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

    | Table of Contents | Pay versus Performance |

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

    | Table of Contents | Approval of Amended and Restated 2018 Omnibus Incentive Plan |

  147. Non-GAAP Reconciliation

    | Pay versus Performance Table Financial Metric | Twelve Months Ended | | | | December 31, | | | | 2021 | 2020 | | Free Cash Flow and Adjusted Free Cash Flow: | (in millions) | | | Net cash provided by operating activities | $538.4 | $454.7 | | Purchases of property, plant and equipment | (181.2) | (215.6) | | Proceeds from sale of property, plant and equipment | 2.0 | 1.7 | | Free Cash Flow | $359.2 | $240.8 | | Restructuring and acquisition-related costs | 63.7 | 70.6 | | Adjusted Free Cash Flow | $422.9 | $311.4 |

  148. 2018 Omnibus Incentive Plan

    2018 Omnibus Incentive Plan ARTICLE 1. ESTABLISHMENT, PURPOSE AND DURATION 1.1Establishment. American Axle & Manufacturing Holdings, Inc., a Delaware corporation, establishes an incentive compensation plan to be known as the Amended and Restated American Axle & Manufacturing Holdings, Inc. 2018 Omnibus Incentive Plan, as set forth in this document. This Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards and Other Stock-Based Awards. This Plan, as amended, shall become effective on May 1, 2025 (the “Effective Date”) and shall remain in effect as provided in Section 1.3. 1.2Purpose of this Plan. The purpose of this Plan is to foster and promote the long-term financial success of the Company and materially increase shareholder value by (a) motivating superior performance by means of performance-related incentives, (b) encouraging and providing for the acquisition of an ownership interest in the Company by Employees as well as Non-Employee Directors and (c) enabling the Company to attract and retain qualified and competent persons to serve as members of an outstanding management team and Board of Directors of the Company upon whose judgment, interest, and performance are required for the successful and sustained operations of the Company. 1.3Duration of this Plan. Unless sooner terminated as provided herein, this Plan shall terminate ten (10) years from the Effective Date. After this Plan is terminated, no Awards may be granted, but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and this Plan’s terms and conditions. ARTICLE 2. DEFINITIONS Whenever used in this Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized. 2.1 “Annual Award Limit” or “Annual Award Limits” have the meaning set forth in Section 4.3. 2.2 “Award” means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards or Other Stock-Based Awards, in each case subject to the terms of this Plan. 2.3 “Award Agreement” means either (i) a written or electronic agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under this Plan, including any amendment or modification thereof, or (ii) a written or electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including any amendment or modification thereof. The Committee may provide for the use of electronic, Internet or other non-paper Award Agreements, and the use of electronic, Internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant. The Committee shall have the exclusive authority to determine the terms of an Award Agreement evidencing an Award granted under this Plan, subject to the provisions herein. The terms of an Award Agreement need not be uniform among all Participants or among similar types of Awards. 2.4 “Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act. 2.5 “Board” or “Board of Directors” means the Board of Directors of the Company. 2.6 “Cash-Based Award” means an Award, denominated in cash, granted to a Participant as described in Article 12. 2.7 “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the applicable regulations and guidance promulgated thereunder and any successor or similar provision.

  149. 2018 Omnibus Incentive Plan

    | Table of Contents | Appendix B – American Axle & Manufacturing Holdings., Inc. Amended and Restated 2018 Omnibus Share Plan |

  150. 2018 Omnibus Incentive Plan

    2.8 “Committee” means the Compensation Committee of the Board or a subcommittee thereof or any other committee designated by the Board to administer this Plan. The members of the Committee shall be appointed from time to time by and shall serve at the discretion of the Board. If the Committee does not exist or cannot function for any reason, the Board may take any action under this Plan that would otherwise be the responsibility of the Committee, in which case references to the “Committee” shall be deemed references to the Board. The Committee shall be constituted to comply with the requirements of Rule 16(b) of the Exchange Act and any applicable listing or governance requirements of any securities exchange on which the Shares are listed; provided, however, that, if any Committee member is found not to have met the qualification requirements of Section 16(b) of the Exchange Act, any actions taken or Awards granted by the Committee shall not be invalidated by such failure to so qualify. 2.9 “Change in Control” means any one of the following: (a) any person or entity, including a “group” as defined in Section 13(d)(3) of the Exchange Act other than the Company or a wholly owned Subsidiary thereof or any employee benefit plan of the Company or any of its Subsidiaries, becomes the beneficial owner of the Company’s securities having 30% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of Directors of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business); (b) as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor corporation or entity entitled to vote generally in the election of the Directors of the Company or such other corporation or entity after such transaction are held in the aggregate by the holders of the Company’s securities entitled to vote generally in the election of Directors of the Company immediately prior to such transaction; (c) during any period of two consecutive years, individuals who at the beginning of any such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s stockholders, of each Director of the Company first elected during such period was approved by a vote of at least two-thirds of the Directors of the Company then still in office who were Directors of the Company at the beginning of any such period; or (d) the stockholders of the Company approve a plan of complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a liquidation of the Company into a wholly owned subsidiary. 2.10 “Common Stock” means the common stock of the Company, par value $0.01 per share, or such other class of share or other securities as may be applicable under Section 4.4 of this Plan. 2.11 “Company” means American Axle & Manufacturing Holdings, Inc., and any successor thereto as provided in Section 23.23. 2.12 “Director” means any individual who is a member of the Board of Directors of the Company. 2.13 “Disability” means either of the following: (a) inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (b) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering Employees. 2.14 “Dividend Equivalent” has the meaning set forth in Article 18. 2.15 “Effective Date” has the meaning set forth in Section 1.1. 2.16 “Employee” means any individual performing services for the Company or a Subsidiary and designated as an employee of the Company or the Subsidiary on its payroll records. An Employee shall not include any individual during any period he or she is classified or treated by the Company or Subsidiary as an independent contractor, a consultant or an employee of an employment, consulting or temporary agency or any other entity other than the Company or Subsidiary, without regard to whether such individual is subsequently determined to have been, or is subsequently retroactively reclassified, as a common-law employee of the Company or Subsidiary during such period. An individual shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company or any Subsidiaries. For purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by

  151. 2018 Omnibus Incentive Plan

    | Table of Contents | Appendix B – American Axle & Manufacturing Holdings., Inc. Amended and Restated 2018 Omnibus Share Plan |

  152. 2018 Omnibus Incentive Plan

    the Company is not so guaranteed, then three months following the 91st day of such leave, any Incentive Stock Option held by a Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonqualified Stock Option. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company. 2.17 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto and the regulations and guidance promulgated thereunder. 2.18 “Fair Market Value” or “FMV” means, with respect to a Share, the fair market value thereof as of the relevant date of determination, as determined in accordance with the valuation methodology approved by the Committee (based on objective criteria) from time to time. In the absence of any alternative valuation methodology approved by the Committee, Fair Market Value shall be deemed to be equal to the closing selling price of a Share on the trading day immediately preceding the date on which such valuation is made on the New York Stock Exchange (“NYSE”), or such established national securities exchange as may be designated by the Committee or, in the event that the Common Stock is not listed for trading on the NYSE or such other national securities exchange as may be designated by the Committee but is quoted on an automated system, in any such case, on the valuation date (or, if there were no sales on the valuation date, the average of the highest and lowest quoted selling prices as reported on said composite tape or automated system for the most recent day during which a sale occurred). The definition of FMV may differ depending on whether FMV is in reference to the grant, exercise, vesting, settlement or payout of an Award. 2.19 “Grant Date” means the date an Award is granted to a Participant pursuant to this Plan. 2.20 “Grant Price” means the price established at the time of grant of an SAR pursuant to Article 7. 2.21 “Incentive Stock Option” or “ISO” means an Award granted pursuant to Article 6 that is designated as an Incentive Stock Option and that is intended to meet the requirements of Code Section 422 or any successor provision. 2.22 “Insider” shall mean an individual who is, on the relevant date, an officer (as defined in Rule 16a-1(f) of the Exchange Act (or any successor provision)) or Director of the Company, or a more than 10% Beneficial Owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board in accordance with Section 16 of the Exchange Act. 2.23 “Non-Employee Director” means a Director who is not an Employee. 2.24 “Nonqualified Stock Option” or “NQSO” means an Award granted pursuant to Article 6 that is not intended to meet the requirements of Code Section 422, or that otherwise does not meet such requirements. 2.25 “Option” means an Award granted to a Participant pursuant to Article 6, which Award may be an Incentive Stock Option or a Nonqualified Stock Option. 2.26 “Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option. 2.27 “Other Stock-Based Award” means an equity-based or equity-related Award not otherwise described by the terms of this Plan that is granted pursuant to Article 12. 2.28 “Participant” means any eligible individual as set forth in Article 5 to whom an Award is granted. 2.29 “Performance Measures” means measures, as described in Article 14, upon which performance goals are based. 2.30 “Performance Period” means the period of time during which performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Award. 2.31 “Performance Share” means an Award granted pursuant to Article 10. 2.32 “Performance Unit” means an Award granted pursuant to Article 11. 2.33 “Period of Restriction” means the period when Restricted Stock or Restricted Stock Units are subject to a substantial risk of forfeiture (based on the passage of time, the achievement of performance goals or upon the occurrence of other events as determined by the Committee, in its discretion) as provided in Articles 8 and 9. 2.34 “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof.

  153. 2018 Omnibus Incentive Plan

    | Table of Contents | Appendix B – American Axle & Manufacturing Holdings., Inc. Amended and Restated 2018 Omnibus Share Plan |

  154. 2018 Omnibus Incentive Plan

    2.35 “Plan” means the Amended & Restated American Axle & Manufacturing Holdings, Inc. 2018 Omnibus Incentive Plan, as may be amended from time to time. 2.36 “Restricted Stock” means an Award granted pursuant to Article 8. 2.37 “Restricted Stock Unit” means an Award granted pursuant to Article 9. 2.38 “Retirement” means the Participant’s voluntary resignation at any time (i) after attaining age 65, (ii) after attaining age 55 but prior to age 65 with ten or more years of continuous service with the Company or a Subsidiary or (iii) after attaining age 60 but prior to age 65 with five or more years of continuous service with the Company or a Subsidiary. 2.39 “Share” means a share of Common Stock. 2.40 “Stock Appreciation Right” or “SAR” means an Award granted pursuant to Article 7. 2.41 “Subsidiary” means (i) a corporation or other entity (domestic or foreign) with respect to which the Company, directly or indirectly, has the power, whether through the ownership of voting securities, by contract or otherwise, to elect at least a majority of the members of such corporation’s board of directors or analogous governing body, or (ii) any other corporation or entity in which the Company, directly or indirectly, has an equity or similar interest and which the Committee designates as a Subsidiary for purposes of this Plan. 2.42 “Successor” has the meaning set forth in Section 23.23. 2.43 “Termination of Employment” means the termination of the Participant’s employment with the Company and the Subsidiaries, regardless of the reason for the termination of employment. 2.44 “Termination of Directorship” means the time when a Non-Employee Director ceases to be a Non-Employee Director for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected or death. 2.45 “Third-Party Service Provider” means any consultant, agent, advisor or independent contractor who renders bona fide services to the Company or a Subsidiary that (a) are not in connection with the offer and sale of the Company’s securities in a capital raising transaction, (b) do not directly or indirectly promote or maintain a market for the Company’s securities and (c) are provided by a natural person who has contracted directly with the Company or Subsidiary to render such services. ARTICLE 3. ADMINISTRATION 3.1General. The Committee shall be responsible for administering this Plan, subject to this Article 3 and the other provisions of this Plan. The Committee may employ attorneys, consultants, accountants, agents and other individuals, any of whom may be an Employee, and the Committee, the Company and its officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such individuals. No member of the Committee shall be liable for any action taken or not taken in reliance upon any such information and/or advice. All actions taken and all interpretations and determinations made by the Committee shall be made in its sole discretion and shall be final, binding and conclusive upon the Participants, the Company or Subsidiary, and all other interested individuals. 3.2Authority of the Committee. Subject to any express limitations set forth in this Plan, the Committee shall have full and exclusive discretionary power and authority to take such actions as it deems necessary and advisable with respect to the administration, interpretation and implementation of this Plan including, but not limited to, the following: (a)To determine from time to time which of the persons eligible under the Plan shall be granted Awards, when and how each Award shall be granted, what type or combination of types of Awards shall be granted, the provisions of each Award granted (which need not be identical), including the time or times when a person shall be permitted to receive Shares pursuant to an Award, and the number of Shares subject to an Award; (b)To construe and interpret this Plan and the Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Committee, in the exercise of this power, may correct any defect, omission or inconsistency in this Plan or in an Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make this Plan fully effective; (c)To approve forms of Award Agreements for use under this Plan; (d)To determine Fair Market Value of a Share in accordance with Section 2.18 of this Plan;

  155. 2018 Omnibus Incentive Plan

    | Table of Contents | Appendix B – American Axle & Manufacturing Holdings., Inc. Amended and Restated 2018 Omnibus Share Plan |

  156. 2018 Omnibus Incentive Plan

    (e)To amend this Plan, an Award or any Award Agreement after the date of grant subject to the terms of this Plan; (f)To adopt sub-plans and/or special provisions applicable to stock awards regulated by the laws of a jurisdiction other than and outside of the United States. Such sub-plans and/or special provisions may take precedence over other provisions of this Plan, but unless otherwise superseded by the terms of such sub-plans and/or special provisions, the provisions of this Plan shall govern; (g)To authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Board; (h)To determine whether Awards will be settled in Shares, cash or in any combination thereof; (i)To determine whether Awards will provide for Dividend Equivalents; (j)To establish a program whereby Participants designated by the Committee may elect to receive Awards under this Plan in lieu of compensation otherwise payable in cash; and (k)To impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by a Participant of any Shares, including, without limitation, restrictions under an insider trading policy and restrictions as to the use of a specified brokerage firm for such resales or other transfers. 3.3Delegation. To the extent not prohibited by applicable laws, rules and regulations, the Committee may delegate to (i) one or more of its members, (ii) one or more officers of the Company or any Subsidiary or (iii) one or more agents or advisors such administrative duties or powers as it may deem appropriate or advisable under such conditions and limitations as the Committee may set at the time of such delegation or thereafter. The Committee or any individuals to whom it has delegated duties or powers as aforesaid may employ one or more individuals to render advice with respect to any responsibility the Committee or such individuals may have under this Plan. Notwithstanding the foregoing, the Committee may not delegate its authority (i) to make Awards to Employees (A) who are Insiders or (B) who are officers of the Company who are delegated authority by the Committee hereunder, or (ii) pursuant to Section 21 of this Plan. For purposes of this Plan, reference to the Committee shall be deemed to refer to any subcommittee, subcommittees or other persons or groups of persons to whom the Committee delegates authority pursuant to this Section 3.3. ARTICLE 4. SHARES SUBJECT TO THIS PLAN AND MAXIMUM AWARDS 4.1.Number of Shares Authorized and Available for Awards. Subject to adjustment as provided under the Plan, the maximum number of Shares that are available for Awards under this Plan shall be 13,600,000 Shares plus (i) any reserved Shares not issued or subject to outstanding grants under the Amended and Restated 2012 Omnibus Incentive Plan (the “Prior Plan”) on the Effective Date and (ii) the number of Shares underlying any award granted under the Prior Plan that expires, terminates or is canceled or forfeited and which the shares related thereto are again available for grant under the terms of the Prior Plan. Such Shares may be authorized and unissued Shares, Shares that have been reacquired by the Company, treasury Shares or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. Any of the authorized Shares may be used for any type of Award under this Plan, and any or all of the Shares may be allocated to Incentive Stock Options. 4.2.Share Usage. The number of Shares remaining available for issuance will be reduced by the number of Shares subject to outstanding Awards and, for Awards that are not denominated by Shares, by the number of Shares actually delivered upon settlement or payment of the Award. For purposes of determining the number of Shares that remain available for issuance under this Plan, the number of Shares related to an Award granted under this Plan that terminates by expiration, forfeiture, cancellation or otherwise without the issuance of the Shares, and are settled through the issuance of consideration other than Shares (including cash), shall be available again for grant under this Plan. The following Shares, however, shall not be available again for grant under this Plan; (a)Shares not issued or delivered as a result of net settlement of an outstanding Option or SAR; (b)Shares delivered to or withheld by the Company to pay the exercise price of or withholding taxes with respect to an Option or SAR; and (c)Shares repurchased with proceeds from the payment of the exercise price of an Option or SAR.

  157. 2018 Omnibus Incentive Plan

    | Table of Contents | Appendix B – American Axle & Manufacturing Holdings., Inc. Amended and Restated 2018 Omnibus Share Plan |

  158. 2018 Omnibus Incentive Plan

    4.3.Annual Award Limits. Subject to adjustments pursuant to Section 4.4 and, in the case of Non-Employee Directors, Section 16.1: (a)the maximum number of Shares that may be issued pursuant to Options and SARs granted to any Participant in any calendar year shall be 2,000,000 Shares; and (b)the maximum number of Shares that may be paid to any Participant in any calendar year under an Award of Restricted Stock, Restricted Stock Units, Performance Shares or Other Stock Based Awards shall be 2,000,000 Shares, determined as of the date of grant. 4.4.Adjustments in Authorized Shares. Adjustment in authorized Shares available for issuance under this Plan or under an outstanding Award and adjustments in Annual Award Limits shall be subject to the following provisions: (a)In the event of any corporate event or transaction such as a merger, consolidation, reorganization, recapitalization, separation, reclassification, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in kind, extraordinary cash dividend, rights offering to purchase Shares at a price that is substantially below FMV, or any other similar corporate event or transaction (“Corporate Transactions”), the Committee, in order to preserve, but not increase, Participants’ rights under this Plan, shall substitute or adjust, as applicable, (1) the number and kind of Shares that may be issued under this Plan or under particular forms of Awards, (2) the number and kind of Shares subject to outstanding Awards (including by payment of cash to a Participant), (3) the Option Price or Grant Price applicable to outstanding Awards and (4) the Annual Award Limits and other value determinations applicable to outstanding Awards. The Committee, in its discretion, shall determine the methodology or manner of making such substitution or adjustment subject to applicable laws, rules and regulations. (b)In addition to the adjustments permitted under paragraph 4.4(a) above, the Committee, in its sole discretion, may make such other adjustments or modifications in the terms of any Award that it deems appropriate to reflect any Corporate Transaction, including, but not limited to, modifications of performance goals and changes in the length of Performance Periods, subject to the limitations set forth in Section 14.2. (c)The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan. Unless otherwise determined by the Committee, such adjusted Awards shall be subject to the same restrictions and vesting or settlement schedule to which the underlying Award is subject. ARTICLE 5. ELIGIBILITY AND PARTICIPATION 5.1.Eligibility to Receive Awards. Individuals eligible to participate in this Plan include all Employees, Directors and Third-Party Service Providers. 5.2. Participation in this Plan. Subject to the provisions of this Plan, the Committee may, from time to time, select from all individuals eligible to participate in this Plan those individuals to whom Awards shall be granted and shall determine, in its sole discretion, the nature of any and all terms permissible by law and the amount of each Award. ARTICLE 6. STOCK OPTIONS 6.1Grant of Options. Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion. Each grant of an Option shall be evidenced by an Award Agreement, which shall specify whether the Option is in the form of a Nonqualified Stock Option or an Incentive Stock Option. 6.2Option Price. The Option Price for each grant of an Option shall be determined by the Committee in its sole discretion and shall be specified in the Award Agreement evidencing such Option; provided, however, the Option Price must be at least equal to 100% of the FMV of a Share as of the Option’s Grant Date, subject to adjustment as provided for under Section 4.4. 6.3Term of Option. The term of an Option granted to a Participant shall be determined by the Committee, in its sole discretion; provided, however, no Option shall be exercisable later than the tenth anniversary date of its grant. If upon the expiration of the term of an Option (other than an Incentive Stock Option), a Participant is prohibited from trading in the Shares by applicable laws, rules or regulations or the Company’s insider trading plan as in effect from time to time, the term of the Option shall be automatically extended to the 30th day following the expiration of such prohibition; provided, however, that this provision shall not apply if prohibited by applicable laws, rules and regulations in effect from time to time.

  159. 2018 Omnibus Incentive Plan

    | Table of Contents | Appendix B – American Axle & Manufacturing Holdings., Inc. Amended and Restated 2018 Omnibus Share Plan |

  160. 2018 Omnibus Incentive Plan

    6.4Exercise of Option. An Option shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant. 6.5Payment of Option Price. An Option shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures that may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. A condition of the issuance of the Shares as to which an Option shall be exercised shall be the payment of the Option Price. The Option Price of any exercised Option shall be payable to the Company in accordance with one of the following methods: (a)in cash or its equivalent; (b)by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the Option Price; (c)by a cashless (broker-assisted) exercise in accordance with procedures authorized by the Committee from time to time; (d)through net share settlement or similar procedure involving the withholding of Shares subject to the Option with a value equal to the Option Price; (e)by any combination of (a), (b), (c) and (d); or (f)any other method approved or accepted by the Committee in its sole discretion. Unless otherwise determined by the Committee, all payments under all of the methods indicated above shall be paid in United States dollars or Shares, as applicable. 6.6Special Rules Regarding ISOs. The terms of any Incentive Stock Option (“ISO”) granted under this Plan shall comply in all respects with the provisions of Code Section 422, or any successor provision thereto, as amended from time to time. Notwithstanding any provision of the Plan to the contrary, an Option granted in the form of an ISO to a Participant shall be subject to the following rules: (a)Special ISO definitions: (i)“Parent Corporation” shall mean as of any applicable date a corporation in respect of the Company that is a parent corporation within the meaning of Code Section 424(e). (ii)“ISO Subsidiary” shall mean as of any applicable date any corporation in respect of the Company that is a subsidiary corporation within the meaning of Code Section 424(f). (iii)A “10% Owner” is an individual who owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or its Parent Corporation or any ISO Subsidiary. (b)Eligible Employees. An ISO may be granted solely to eligible Employees of the Company, Parent Corporation or ISO Subsidiary. (c)Specified as an ISO. An Award Agreement evidencing the grant of an ISO shall specify that such grant is intended to be an ISO. (d)Option Price. The Option Price for each grant of an ISO shall be determined by the Committee in its sole discretion and shall be specified in the Award Agreement; provided, however, the Option Price must be at least equal to 100% of the Fair Market Value of a Share as of the ISO’s Grant Date (in the case of 10% Owners, the Option Price may not be less than 110% of such Fair Market Value), subject to adjustment provided for under Section 4.4. (e)Right to Exercise. Any ISO granted to a Participant shall be exercisable during his or her lifetime solely by such Participant. (f)Exercise Period. The period during which a Participant may exercise an ISO shall not exceed ten years (five years in the case of a Participant who is a 10% Owner) from the date on which the ISO was granted. (g)Termination of Employment. In the event a Participant terminates employment due to death or Disability (as defined in Code Section 22(e)(3)), the Participant (or, in the case of death, the person(s) to whom the Option is transferred by will or the laws of descent and distribution) shall have the right to exercise the Participant’s

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    | Table of Contents | Appendix B – American Axle & Manufacturing Holdings., Inc. Amended and Restated 2018 Omnibus Share Plan |

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    ISO award during the period specified in the applicable Award Agreement solely to the extent the Participant had the right to exercise the ISO on the date of his death or Disability, as applicable; provided, however, that such period may not exceed one year from the date of such termination of employment or, if shorter, the remaining term of the ISO. In the event a Participant terminates employment for reasons other than death or Disability, the Participant shall have the right to exercise the Participant’s ISO during the period specified in the applicable Award Agreement solely to the extent the Participant had the right to exercise the ISO on the date of such termination of employment; provided, however, that such period may not exceed three months from the date of such termination of employment or, if shorter, the remaining term of the ISO. (h)Dollar Limitation. To the extent that the aggregate Fair Market Value of (i) the Shares with respect to which Options designated as Incentive Stock Options plus (ii) the shares of stock of the Company, Parent Corporation and any ISO Subsidiary with respect to which other Incentive Stock Options are exercisable for the first time by a holder of such Incentive Stock Options during any calendar year under all plans of the Company and ISO Subsidiary exceeds $100,000, such Options shall be treated as Nonqualified Stock Options. For purposes of the preceding sentence, Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the time the Option or other incentive stock option is granted. (i)Duration of Plan. No ISO may be granted more than ten years after the earlier of (a) adoption of this Plan by the Board and (b) the Effective Date. (j)Notification of Disqualifying Disposition. If any Participant shall make any disposition of Shares issued pursuant to the exercise of an ISO, such Participant shall notify the Company of such disposition within 30 days thereof. The Company shall use such information to determine whether a disqualifying disposition as described in Code Section 421(b) has occurred. (k)Transferability. No ISO may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated other than by will or by the laws of descent and distribution; provided, however, that, at the discretion of the Committee, an ISO may be transferred to a grantor trust under which Participant making the transfer is the sole beneficiary. ARTICLE 7. STOCK APPRECIATION RIGHTS 7.1Grant of SARs. SARs may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion. Each grant of SARs shall be evidenced by an Award Agreement. 7.2Grant Price. The Grant Price for each grant of an SAR shall be determined by the Committee and shall be specified in the Award Agreement evidencing the SAR; provided, however, the Grant Price must be at least equal to 100% of the FMV of a Share as of the Grant Date, subject to adjustment as provided for under Section 4.4. 7.3Term of SAR. The term of an SAR granted to a Participant shall be determined by the Committee, in its sole discretion; provided, however, no SAR shall be exercisable later than the tenth anniversary date of its grant. 7.4Exercise of SAR. A SAR shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant. 7.5Notice of Exercise. A SAR shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures that may be authorized by the Committee, setting forth the number of Shares with respect to which the SAR is to be exercised. 7.6Settlement of SARs. Upon the exercise of a SAR, pursuant to a notice of exercise properly completed and submitted to the Company in accordance with Section 7.5, a Participant shall be entitled to receive payment from the Company in an amount equal to the product of (a) and (b) below: (a)The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price. (b)The number of Shares with respect to which the SAR is exercised. Payment shall be made in cash, Shares or a combination thereof as specified in the Award Agreement.

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    | Table of Contents | Appendix B – American Axle & Manufacturing Holdings., Inc. Amended and Restated 2018 Omnibus Share Plan |

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    ARTICLE 8. RESTRICTED STOCK 8.1Grant of Restricted Stock. Restricted Stock may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion. Each grant of Restricted Stock shall be evidenced by an Award Agreement. 8.2Nature of Restrictions. Each grant of Restricted Stock shall subject to a Restriction Period that shall lapse upon the satisfaction of such conditions and restrictions as are determined by the Committee in its sole discretion and set forth in an applicable Award Agreement. Such conditions or restrictions may include, without limitation, one or more of the following: (a)A requirement that a Participant pay a stipulated purchase price for each Share of Restricted Stock; (b)Restrictions based upon the achievement of specific performance goals; (c)Time-based restrictions on vesting following the attainment of the performance goals; (d)Time-based restrictions; and/or (e)Restrictions under applicable laws and restrictions under the requirements of any stock exchange or market on which such Shares are listed or traded. 8.3Issuance of Shares. To the extent deemed appropriate by the Committee, the Company may retain the certificates representing Shares of Restricted Stock in the Company’s possession until such time as all conditions or restrictions applicable to such Shares have been satisfied or lapse. Shares of Restricted Stock covered by each Restricted Stock grant shall become freely transferable by the Participant after all conditions and restrictions applicable to such Shares have been satisfied or lapsed (including satisfaction of any applicable tax withholding obligations). 8.4Shareholder Rights. Unless otherwise determined by the Committee and set forth in a Participant’s applicable Award Agreement, to the extent permitted or required by law, a Participant holding Shares of Restricted Stock granted hereunder shall be granted full rights as a shareholder (including voting rights) with respect to those Shares during the Period of Restriction. ARTICLE 9. RESTRICTED STOCK UNITS 9.1.Grant of Restricted Stock Units. Restricted Stock Units may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion. A grant of a Restricted Stock Unit or Restricted Stock Units shall not represent the grant of Shares but shall represent a promise to deliver a corresponding number of Shares or the value of each Share based upon the completion of service, performance conditions or such other terms and conditions as specified in the applicable Award Agreement over the Restriction Period. Each grant of Restricted Stock Units shall be evidenced by an Award Agreement. 9.2.Nature of Restrictions. Each grant of Restricted Stock Units shall be subject to a Restriction Period that shall lapse upon the satisfaction of such conditions and restrictions as are determined by the Committee in its sole discretion and set forth in an applicable Award Agreement. Such conditions or restrictions may include, without limitation, one or more of the following: (a)A requirement that a Participant pay a stipulated purchase price for each Restricted Stock Unit; (b)Restrictions based upon the achievement of specific performance goals; (c)Time-based restrictions on vesting following the attainment of the performance goals; (d)Time-based restrictions; and/or (e)Restrictions under applicable laws or under the requirements of any stock exchange on which Shares are listed or traded. 9.3.Settlement and Payment of Restricted Stock Units. Unless otherwise elected by the Participant or otherwise provided for in the Award Agreement, Restricted Stock Units shall be settled upon the date such Restricted Stock Units vest. Such settlement may be made in Shares, cash or a combination thereof, as specified in the Award Agreement.

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    | Table of Contents | Appendix B – American Axle & Manufacturing Holdings., Inc. Amended and Restated 2018 Omnibus Share Plan |

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    ARTICLE 10. PERFORMANCE SHARES 10.1Grant of Performance Shares. Performance Shares may be granted to Participants in such number, and upon such terms and at any time and from time to time, as shall be determined by the Committee, in its sole discretion. Each grant of Performance Shares shall be evidenced by an Award Agreement. 10.2Value of Performance Shares. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the Grant Date. The Committee shall set performance goals in its discretion that, depending on the extent to which they are met over the specified Performance Period, shall determine the number of Performance Shares that shall be paid to a Participant. 10.3Earning of Performance Shares. After the applicable Performance Period has ended, the number of Performance Shares earned by the Participant over the Performance Period shall be determined as a function of the extent to which the applicable corresponding performance goals have been achieved. This determination shall be made solely by the Committee. 10.4Form and Timing of Payment of Performance Shares. The Committee shall pay at the close of the applicable Performance Period, or as soon as practicable thereafter, any earned Performance Shares in the form of cash or in Shares or in a combination thereof, as specified in a Participant’s applicable Award Agreement. Any Shares paid to a Participant under this Section 10.4 may be subject to any restrictions deemed appropriate by the Committee. ARTICLE 11. PERFORMANCE UNITS 11.1Grant of Performance Units. Subject to the terms and provisions of this Plan, Performance Units may be granted to a Participant in such number, and upon such terms and at any time and from time to time, as shall be determined by the Committee, in its sole discretion. Each grant of Performance Units shall be evidenced by an Award Agreement. 11.2Value of Performance Units. Each Performance Unit shall have an initial notional value equal to a dollar amount determined by the Committee, in its sole discretion. The Committee shall set performance goals in its discretion that, depending on the extent to which they are met over the specified Performance Period, will determine the number of Performance Units that shall be settled and paid to the Participant. 11.3Earning of Performance Units. After the applicable Performance Period has ended, the number of Performance Units earned by the Participant over the Performance Period shall be determined as a function of the extent to which the applicable corresponding performance goals have been achieved. This determination shall be made solely by the Committee. 11.4Form and Timing of Payment of Performance Units. The Committee shall pay at the close of the applicable Performance Period, or as soon as practicable thereafter, any earned Performance Units in the form of cash or in Shares or in a combination thereof, as specified in a Participant’s applicable Award Agreement. Any Shares paid to a Participant under this Section 11.4 may be subject to any restrictions deemed appropriate by the Committee. ARTICLE 12. OTHER STOCK-BASED AWARDS AND CASH-BASED AWARDS