DEF 14A of Amentum Holdings, Inc., Jan 21, 2025

DEF 14A of Amentum Holdings, Inc.

Filed Jan 21, 2025 · FY20240002011286-25-000024

Open on EDGAR

  1. The Board of Directors recommends that you vote “FOR” the nominees under Proposal 1, “FOR”

    The Board of Directors recommends that you vote “FOR” the nominees under Proposal 1, “FOR” Proposals 2 and 3, and “ONE YEAR” for Proposal 4. Our 2025 Annual Meeting of Stockholders will be a virtual meeting conducted solely online and can be attended by visiting www.virtualshareholdermeeting.com/AMTM2025. To participate in the Annual Meeting, you will need the control number located on your proxy card or the instructions that accompanied your proxy materials. Your vote is important. You may vote by proxy online or by telephone. In addition, if you receive paper copies of the proxy materials by mail, you may also vote by mail by following the instructions on the proxy card or voting instruction form (if you hold your shares through a broker or bank). Voting online, by telephone, by written proxy or by voting instruction form will ensure your representation at the Annual Meeting regardless of whether you participate in the virtual meeting. We look forward to your participation in our Annual Meeting. We appreciate your investment in and support of Amentum. Sincerely,

  2. Our Board of Directors

    Our Board of Directors Each of our directors is elected by our stockholders on an annual basis to serve until the next annual meeting and until their respective successors are elected. Each of our current directors has been nominated for election to the Board, and you can find additional information regarding our Board nominees under "Proposal 1: Election of Directors" beginning on page 7.

  3. Our Board of Directors

    | Name | Director Since | Independent | Committee Membership | | | | | | | Audit | Compensation | Nominating & Governance | | 2024 Director Nominees | | | | | | | Steven J. Demetriou1 | 2024 | | | | | | John Heller2 | 2024 | | | | | | Benjamin Dickson3 | 2024 | I | | M | | | General Vincent K. Brooks | 2024 | I | M | | M | | General Ralph E. Eberhart | 2024 | I | | M | | | Alan E. Goldberg | 2024 | I | | | | | S. Leslie Ireland | 2024 | I | M | M | | | Barbara L. Loughran | 2024 | I | M | | C | | Sandra E. Rowland | 2024 | I | C | | | | Christopher M.T. Thompson | 2024 | I | | | | | Russell Triedman | 2024 | I | | C | M | | John Vollmer | 2024 | I | | | | | Connor Wentzell | 2024 | I | | | M | | C Committee Chair I Independent Director M Member | | | | | |

  4. Our Board of Directors

    1 Executive Chair 2 Chief Executive Officer 3 Lead Independent Director

  5. Executive Compensation Highlights

    Executive Compensation Highlights •We foster alignment between pay and performance (both company success and shareholder value). •We emphasize variable pay (short- and long-term incentives) over fixed pay (salary). •We emphasize long-term versus short-term pay. •We require our executives and directors to satisfy meaningful stock ownership requirements. •We ensure an appropriate peer group to benchmark executive compensation. •We review on a regular basis our executive talent, performance, deployments, and succession. •We evaluate policies and programs on a regular basis to ensure competitiveness and alignment to organizational goals. •We limit excessive compensation for executives by setting compensation caps and restricting excessive perks and non-monetary benefits. Additional details about our executive compensation philosophy and structure can be found in the Compensation Discussion and Analysis ("CD&A"), starting on page 39.

  6. Election of Directors

    Election of Directors Each of our current directors has been nominated for election to the Board for a one-year term, expiring at the 2026 Annual Meeting of Stockholders and when his or her successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. To be elected in an uncontested election, a nominee must receive a majority of the votes validly cast with respect to that nominee’s election at an annual meeting at which a quorum has been established. To be elected in a contested election, a nominee must receive the vote of a plurality of the votes validly cast at an annual meeting at which a quorum has been established.

  7. Board Skills Matrix

    Board Skills Matrix The Nominating and Governance Committee and the Board believe that each director nominee is well qualified for the role in terms of skills and experiences relevant to the Company, as reflected in the board skills matrix below. Collectively, the director nominees bring significant public company, financial, government, and strategic experience that will enable the Board to provide sound and prudent guidance with respect to the Company's operations and interests and that will further the long-term interests of the Company's stockholders. 8

  8. Director Nominees

    Director Nominees The thirteen nominees for election as directors are listed below. If elected, the nominees for election as directors will serve for one-year terms and until their successors are elected and qualify. Unless you instruct us on the proxy card to vote differently, we will vote signed, returned proxies FOR the election of such nominees. If for any reason any nominee cannot or will not serve as a director, we may vote such proxies for the election of a substitute nominee designated by the Board.

  9. Director Nominees

    | Director | Principal Occupation, Business Experience and Other Directorships Held |

  10. Director Nominees

    | Steven (Steve) J. Demetriou | | | | Steve Demetriou is the executive chair of the board of directors of Amentum. He joined Jacobs Solutions Inc. (Jacobs) as CEO in 2015. In 2016, he became chair and chief executive officer of Jacobs. In January 2023, upon retiring as chief executive officer, he continued as the executive chair of Jacobs’ board of directors, where he served until the closing of Amentum’s merger with Jacobs’ Critical Mission Solutions and Cyber and Intelligence businesses. During his tenure as CEO, Mr. Demetriou steered a profound reshaping of Jacobs’ business portfolio, operations and culture. Under his leadership, the company accelerated profitable growth and transformed into a leading, next- generation solutions provider by tackling some of the world’s biggest challenges for thriving cities, resilient environments, mission-critical outcomes, operational advancement, scientific discovery, and cutting-edge manufacturing. Mr. Demetriou’s broad international business perspectives are the product of more than 35 years in leadership and senior management roles across a wide range of industries. This includes serving as president and CEO of Noveon Inc. (2001-2004) and chairman and CEO of Aleris Corporation (2004-2015). He holds a Bachelor of Science degree in chemical engineering from Tufts University. In addition to serving on Amentum’s board, Mr. Demetriou also serves on the boards of FirstEnergy Corp. and Arcosa Inc. Specific qualifications, experience, skills, and expertise include: •Public company CEO, Executive Chair, and directorship experience; •Core business skills, including financial and strategic planning; and •Deep understanding of our Company, its history, and culture. | | Age: 66 Director since 2024 Executive Chair | |

  11. Director Nominees

    9

  12. Director Nominees

    | Director | Principal Occupation, Business Experience and Other Directorships Held |

  13. Director Nominees

    | John Heller | | | | As the chief executive officer for Amentum, John Heller’s responsibilities include planning and directing the strategy and execution of the operating activities for all 53,000 employees in approximately 80 countries around the world. Prior to the Amentum-Jacobs’ Critical Mission Solutions business merger, Mr. Heller was the chief executive officer of the legacy Amentum company since 2022, where he led the company’s integration of two multi-billion dollar acquisitions. Under his leadership, Amentum transformed into an industry- leading provider of engineering, system integration, and project management services to the U.S. government and partners. Before his role at Amentum, Mr. Heller served as chief executive officer and president at PAE from 2013 to 2021. Prior to that, he served as senior vice president and chief operating officer of Engility Corporation after the company was spun off from L-3 Communications from 2012 to 2013. He also held several leadership positions at Harris Corporation from 2007 to 2012, including president of Harris IT Services, served as CEO of Netco, Inc., a Cerberus Capital Management portfolio company from 2004 to 2006, and held the president and chief operating officer role at Multimax, Inc. from 2006 to 2007. Mr. Heller started his career in the U.S. Army serving in various leadership positions as a logistics officer. He then attended graduate business school and joined Deloitte Consulting. Following a decade in the consulting field, Mr. Heller attained his first CEO position at Rentport, Inc., a portfolio company of Catterton Partners (now L Catterton), a venture capital and private equity firm. Mr. Heller graduated from the U.S. Military Academy at West Point and earned a master’s degree in business administration from the University of Pittsburgh. Today he serves on their Chancellor’s Global Advisory Council. In recognition of his achievements and contributions in the field of business, Mr. Heller was also named the university’s Katz Graduate School Distinguished Alumni Honoree. As part of his support to the government services industry, Mr. Heller also serves as the Vice-chair for the Professional Services Council board of directors and executive committee. Mr. Heller is a well-recognized leader in the government contracting industry, being awarded 2024 CEO of the Year by WashingtonExec and 2024 ACG CEO of the Year; he has been in the Washington100 list of top executives multiple times over his career. Specific qualifications, experience, skills, and expertise include: •Operating and management experience, including as the CEO of public and privately owned companies; •Core business skills, including financial and strategic planning; and •Deep understanding of our Company, its history, and culture. | | Age: 62 Director since 2024 Chief Executive Officer | |

  14. Director Nominees

    10

  15. Director Nominees

    | Director | Principal Occupation, Business Experience and Other Directorships Held |

  16. Director Nominees

    | Benjamin Dickson | | | | Benjamin Dickson is the lead independent director on Amentum’s board of directors. He currently serves as a managing director of American Securities LLC, which he joined in 2011. He is a former member of the board of managers of the general partner of Amentum Joint Venture LP. Mr. Dickson has extensive experience serving as a director of private companies. In addition to serving on the board of Amentum, Mr. Dickson serves on the board of directors of several current American Securities LLC portfolio companies, including serving as chairman of the board of directors of NAPA and SimonMed and as a director of The Aspen Group. Prior to joining American Securities LLC, Mr. Dickson served as the director of corporate development at Active Interest Media, as an investment professional with GTCR and Wind Point Partners, and as a management consultant with McKinsey & Company. Mr. Dickson holds Bachelor of Science degrees in accounting and finance from Indiana University's Kelley School of Business and a Master of Business Administration degree from Northwestern University's Kellogg School of Management. He brings more than 18 years of private equity investing and director experience. Specific qualifications, experience, skills, and expertise include: •Private equity investing and directorship experience; •Operating and management experience; and •Core business skills, including financial and strategic planning. | | Age: 43 Director since 2024 Lead Independent Director Committee: •Compensation | |

  17. Director Nominees

    11

  18. Director Nominees

    | Director | Principal Occupation, Business Experience and Other Directorships Held |

  19. Director Nominees

    | General Vincent K. Brooks (U.S. Army, retired) | | | | General Vincent K. Brooks is a member of Amentum’s board of directors and has served as a principal of WestExec Advisors LLC since 2020. He served on the Jacobs board of directors from 2020 until the closing of Amentum’s merger with Jacobs’ Critical Mission Solutions and Cyber and Intelligence businesses. He is a former four-star general in the United States Army, from which he retired in 2019. He served as commander of Korean and U.S. combined forces in the Republic of Korea from 2016 to 2018 and held numerous high-level command and staff positions within the armed forces from 1980 to 2019. He currently serves as a director of Verisk Analytics Inc. and as the chair of the nominating and corporate governance committee of Diamondback Energy Inc. General Brooks also serves as vice chair of the Gary Sinise Foundation, is a life member of the Council on Foreign Relations, is a visiting senior fellow at Harvard Kennedy School Belfer Center for Science and International Affairs and a distinguished fellow at the University of Texas at Austin Clements Center for National Security and Strauss Center for International Security and Law. He previously served as a member of the CIA Director’s External Advisory Board, as a member of the Defense Advisory Committee on Diversity and Inclusion, as the Class of 1951 Distinguished Chair for the Study of Leadership at the U.S. Military Academy at West Point, and as the Chair and President of the Korea Defense Veterans Association. General Brooks holds a Bachelor of Science degree in engineering from the U.S. Military Academy at West Point and a master’s degree in military art and science from the U.S. Army School of Advanced Military Studies at Fort Leavenworth, Kansas. General Brooks brings to our board of directors valuable leadership skills and expertise developed through his military service. His areas of expertise include leadership in complex organizations, inclusion and diversity, national security, international relations, military operations, combating terrorism, and countering the proliferation of weapons of mass destruction. Specific qualifications, experience, skills, and expertise include: •Significant government experience, particularly in national security, international relations, and military operations; •Operating and management experience; and •Public company directorship and committee experience. | | Age: 66 Director since 2024 Independent Committees: •Audit •Nominating & Governance | |

  20. Director Nominees

    12

  21. Director Nominees

    | Director | Principal Occupation, Business Experience and Other Directorships Held |

  22. Director Nominees

    | General Ralph E. (Ed) Eberhart (U.S. Air Force, retired) | | | | General Ralph E. Eberhart is a member of Amentum’s board of directors and served on the board of directors of Jacobs from 2012 until the closing of Amentum’s merger with Jacobs’ Critical Mission Solutions and Cyber and Intelligence businesses. General Eberhart is a former four star general in the United States Air Force, a rank he held from 1997 to 2005. General Eberhart also held numerous high-level command and staff positions within the Air Force and the Department of Defense from 1968 to 2005. He is a former commander of the U.S. Northern Command, North American Aerospace Defense Command, U.S. Space Command, Air Force Space Command, Air Combat Command & U.S. Forces, Japan. He also served as vice chief of the United States Air Force. He has served as the chair of the board of VSE Corp. since 2019 and has served on its board since 2007. He also serves on the board of Segs4Vets. In the past, General Eberhart previously served as the chair of the board of Triumph Group, Inc. and on the boards of TERMA North America Inc. and Rockwell Collins. General Eberhart is the chair of the American Air Museum in Britain, serves on the board of trustees of Palmer Land Conservancy and is a trustee of the Air Force Academy Endowment. He is a member of the Council of Foreign Relations and the Colorado Thirty Group. General Eberhart brings extensive leadership skills developed through his military service. General Eberhart holds a Bachelor of Science degree in political science from the United States Air Force Academy and a master’s degree in political science from Troy State University. His 36-year military career provides our board of directors with valuable insights and knowledge into leadership, government and military issues. Specific qualifications, experience, skills, and expertise include: •Significant government experience, particularly in military operations; •Public and private company directorship and committee experience; and •Operating and management experience. | | Age: 78 Director since 2024 Independent Committee: •Compensation | |

  23. Director Nominees

    | Alan E. Goldberg | | | | Alan Goldberg is a member of the board of directors of Amentum and is the co- founder and chief executive officer of Lindsay Goldberg, positions he has held since the firm’s inception in 2001. Prior to co-founding Lindsay Goldberg, he held several leadership positions at Morgan Stanley, including serving as chairman and chief executive officer of Morgan Stanley Private Equity. Mr. Goldberg has extensive experience serving as a director on the boards of directors of private and public companies, including most recently serving as a director on the boards of directors of Reign Research Holdings and Stelco Holdings Inc. (TSX: STLC). Mr. Goldberg holds a Bachelor of Arts degree in economics and philosophy and a Master of Business Administration degree from New York University, and a Juris Doctor degree from Yeshiva University. He brings more than 40 years of investing and public and private company director experience in the industrials, professional services and healthcare industries to our board of directors. Specific qualifications, experience, skills, and expertise include: •Private and public company directorship experience; •Expertise in the financial, industrial, professional services, and healthcare industries; and •Core business skills, including financial and strategic planning. | | Age: 70 Director since 2024 Independent | |

  24. Director Nominees

    13

  25. Director Nominees

    | Director | Principal Occupation, Business Experience and Other Directorships Held |

  26. Director Nominees

    | S. Leslie Ireland | | | | Leslie Ireland is a member of the board of directors of Amentum and served in the U.S. Intelligence Community for approximately 31 years. In her final assignment in federal service, Ms. Ireland was the Assistant Secretary for Intelligence and Analysis of the U.S. Department of the Treasury, and the National Intelligence Manager for Threat Finance for the Office of the Director of National Intelligence. Before joining the Treasury in 2010, Ms. Ireland was the daily intelligence briefer for President Barack Obama. She also served as the Iran Mission Manager, responsible for overseeing the intelligence process on Iran for the entire U.S. government. Ms. Ireland worked at the Central Intelligence Agency for 25 years in positions of increasing responsibility, including work on assignments focused on the Middle East and weapons of mass destruction. She retired from federal service in November 2016. Ms. Ireland has served as a director of Citigroup Inc. since October 2017. In addition, she serves on the board of the Stimson Center, a non-profit organization. She is a member of the Cyber Advisory Board for the CEO of Chubb Insurance and Chubb’s Executive Management Team. She is also a member of Tapestry Networks Cyber Risk Director Network. Ms. Ireland holds a bachelor’s degree from Franklin & Marshall College and a master’s degree from Georgetown University. She brings more than 30 years of in-depth experience in the Intelligence Community to our board of directors. Specific qualifications, experience, skills, and expertise include: •Significant government experience, particularly in national security and the Intelligence Community; •Public company and not-for-profit organization directorship experience; and •Core business skills, including financial and strategic planning. | | Age: 65 Director since 2024 Independent Committees: •Audit •Compensation | |

  27. Director Nominees

    | Barbara (Barb) L. Loughran | | | | Barb Loughran is a member of the board of directors of Amentum and served on the board of directors of Jacobs from 2019 until the closing of Amentum’s merger with Jacobs’ Critical Mission Solutions and Cyber and Intelligence businesses. Most recently she served as Jacobs’ audit committee chair and on the enterprise risk & ESG committee. Previously, Ms. Loughran was a partner at PricewaterhouseCoopers LLP (PwC) until 2018, serving global public company clients across a wide range of industries. Additionally, she served as a partner in PwC’s national office working with the Securities and Exchange Commission and clients as they accessed the capital markets and responded to regulatory requirements. Ms. Loughran has also been on the board of Armstrong World Industries since 2019, serving as audit committee chair and on the nominating, governance & sustainability and finance committees. Ms. Loughran holds a bachelor’s degree from Franklin & Marshall College and a Master of Business Administration degree from the University of Pennsylvania’s Wharton School. Ms. Loughran brings more than 35 years of global experience working with Fortune 500 executives and boards as they navigate strategic, transformational and operational issues. Her broad industry experience brings our board of directors in-depth knowledge in the professional services, industrial, engineering and consumer products industries. Specific qualifications, experience, skills, and expertise include: •Expertise in the professional services, industrial, engineering and consumer products industries; •Public company directorship and audit committee experience; and •Core business skills, including accounting, financial and strategic planning. | | Age: 61 Director since 2024 Independent Committees: •Audit •Nominating & Governance (Chair) | |

  28. Director Nominees

    14

  29. Director Nominees

    | Director | Principal Occupation, Business Experience and Other Directorships Held |

  30. Director Nominees

    | Sandra E. Rowland | | | | Sandra Rowland is a member of the board of directors of Amentum. From 2020 to 2023, Ms. Rowland served as senior vice president and chief financial officer of Xylem Inc., a leading water technology company, during which she played a central role in the company’s $7.5 billion acquisition and integration of Evoqua Water Technologies Corp., and served as a senior advisor from 2023 to 2024. From 2015 to 2020, Ms. Rowland served as executive vice president, and chief financial officer of Harman International Industries Inc., a global leader in connected car and audio solutions. She was instrumental in Samsung Electronics’ acquisition of Harman, a NYSE publicly traded Fortune 500/S&P 500 Company in 2017. From 2012 to 2014, Ms. Rowland led corporate development and investor relations. Earlier in her career, Ms. Rowland held various financial leadership positions at Eastman Kodak Company and PricewaterhouseCoopers LLP. Ms. Rowland currently serves on the board of directors and the audit and human resources committees of Oshkosh Corporation, a leading innovator of purpose- built vehicles and equipment. She also serves as board member and chair of the audit committee of Fortifi Food Processing Solutions, a portfolio company of KKR & Company Inc. Ms. Rowland holds a bachelor’s degree in economics and business from Lafayette College and a Master of Business Administration degree from the University of Rochester’s William E. Simon School of Business. She brings more than 30 years of experience in financial strategy, investor relations, mergers and acquisitions, and accounting and finance operations to our board of directors. Specific qualifications, experience, skills, and expertise include: •Expertise in finance and accounting operations, financial strategy, investor relations, and mergers and acquisitions; •Public company directorship and audit committee experience; and •Core business skills, including financial and strategic planning. | | Age: 53 Director since 2024 Independent Committee: •Audit (Chair) | |

  31. Director Nominees

    15

  32. Director Nominees

    | Director | Principal Occupation, Business Experience and Other Directorships Held |

  33. Director Nominees

    | Christopher M.T. Thompson | | | | Christopher Thompson is a member of the board of directors of Amentum and served on the board of Jacobs from 2012 and from 2020 as Lead Independent Director until the closing of Amentum’s merger with Jacobs’ Critical Mission Solutions and Cyber and Intelligence businesses. Mr. Thompson has served on the boards of directors of Royal Gold Inc. from 2013 to 2020, Golden Star Resources Ltd. from 2010 to 2015, and Teck Resources Limited from 2003 to 2014. Additionally, from 2002 to 2005, he served as chairman of the World Gold Council and from 1998 to 2005, he served as director, chairman and chief executive officer of Gold Fields Ltd., a gold mining company. Earlier in his career, Mr. Thompson founded and led the formation of Castle Group Inc., a manager of institutionally funded venture capital partnerships that invested in the development of new gold mines globally, from 1985 to 1998. Prior to his experience at Castle Group Inc., Mr. Thompson was a mining analyst, partner and director of Gordon Securities in Toronto from 1978 to 1982. In addition, from 1971 to 1978, he worked for the Anglo American Corporation in South Africa and Canada as assistant divisional manager of the Gold Division and, subsequently, the Finance Division. He has also served on private boards of directors and engaged with the community, including, from 2013 to 2017, as a member of the board of directors of The Colorado School of Mines Foundation, and from 1998 to 2002, as a member of the board of directors and vice president of the South African Chamber of Mines and a member of the board of directors of Business Against Crime South Africa. Mr. Thompson holds a bachelor’s degree in law and economics from Rhodes University in South Africa, and a master’s degree in business management from Bradford University in the United Kingdom. He has an extensive background in international operations, finance and strategic leadership in a range of industries, including investments and mining. Mr. Thompson brings valuable insight and independent leadership to our board of directors regarding the day- to-day operations of large global organizations, risk management and corporate best practices. Specific qualifications, experience, skills, and expertise include: •Public and private company CEO and directorship experience; •Expertise in finance, risk management, and global businesses; and •Core business skills, including financial and strategic planning. | | Age: 76 Director since 2024 Independent | |

  34. Director Nominees

    16

  35. Director Nominees

    | Director | Principal Occupation, Business Experience and Other Directorships Held |

  36. Director Nominees

    | Russell Triedman | | | | Russell Triedman is a member of the board of directors of Amentum and a managing partner at Lindsay Goldberg, which he joined at its inception in 2001. He is a former member of the board of managers of the general partner of Amentum Joint Venture LP. Mr. Triedman has extensive experience serving as a director of private and public companies and serves in such roles at companies owned by Lindsay Goldberg funds. Mr. Triedman holds a Bachelor of Science degree in applied mathematics and economics from Brown University and a Juris Doctor degree from the University of Chicago Law School. He brings more than 25 years of investing and director experience in the industrials, government contracting, and other professional services industries to our board of directors. Specific qualifications, experience, skills, and expertise include: •Public and private company directorship experience; •Private equity investing experience; and •Core business skills, including financial and strategic planning. | | Age: 55 Director since 2024 Independent Committees: •Compensation (Chair) •Nominating & Governance | |

  37. Director Nominees

    | John Vollmer | | | | John Vollmer is a member of the board of directors of Amentum and the former chairman and member of the board of managers of the general partner of Amentum Joint Venture LP. Previously, Mr. Vollmer served as chief executive officer of Amentum from 2020 to 2022, as president of the AECOM Management Services Group from 2016 to 2020, and as group and executive vice president and chief operating officer of URS Corporation Federal Services from 2009 to 2015. Additionally, he is a director on the board of directors of Yellow Ribbon Fund Inc., a 501(c)(3) non-profit organization that supports wounded service members and their families. Mr. Vollmer graduated from Flagler College with a degree in business economics. He brings more than 40 years of experience working with military and other federal agency clients providing IT, communications and command and control solutions globally to our board of directors. Specific qualifications, experience, skills, and expertise include: •Chief executive officer and chief operating officer experience; •Understanding of government contracting; and •Deep understanding of our Company, its history, and culture. | | Age: 67 Director since 2024 Independent | |

  38. Director Nominees

    17

  39. Director Nominees

    | Director | Principal Occupation, Business Experience and Other Directorships Held |

  40. Director Nominees

    | Connor Wentzell | | | | Connor Wentzell is a member of the board of directors of Amentum. Mr. Wentzell currently serves as a principal of American Securities LLC, which he joined in 2014. He is a former member of the board of managers of the general partner of Amentum Joint Venture LP. He also serves as a director of American Securities LLC portfolio companies, including currently serving as a director of Learning Care Group and previously serving as a director of Blue Bird Corporation (NASDAQ: BLBD). Prior to joining American Securities LLC, Mr. Wentzell worked at Evercore Partners from 2012 to 2014. Mr. Wentzell holds a Bachelor of Arts degree in economics from Harvard University and a Masters of Business Administration degree from the University of Pennsylvania’s Wharton School of Business. He brings more than 10 years of private equity investing and director experience in the government services, aerospace and defense, and financial services industries to our board of directors. Specific qualifications, experience, skills, and expertise include: •Private equity investing and directorship experience; •Expertise in the aerospace & defense and financial services industries; and •Core business skills, including financial and strategic planning. | | Age: 34 Director since 2024 Independent Committee: •Nominating & Governance | |

  41. Director Nominees

    | The Board of Directors recommends a vote FOR each of the director nominees. |

  42. Director Nominees

    18 CORPORATE GOVERNANCE AND GENERAL INFORMATION CONCERNING THE BOARD OF DIRECTORS AND COMMITTEES

  43. Our Board of Directors

    Our Board of Directors The business and affairs of the Company are managed under the direction and supervision of the Board. The principal duty of the Board is to exercise its oversight powers in accordance with its fiduciary duties to the Company and in a manner it reasonably believes to be in the best interests of the Company and its stockholders. Accordingly, the Board oversees the strategy, operations, and management of the Company. The Board is responsible for guiding and supervising management, which has responsibility for the day-to-day strategy and operations of the Company. The Board's objective is to maximize stockholder value by supporting the long-term success of the Company. The Board will generally have at least four regular meetings per year, and special meetings as necessary. It is anticipated that the Board will meet in executive session and the independent directors will meet in executive session during each regular meeting, but not less than once a year. Consistent with the Company’s Corporate Governance Guidelines, Benjamin Dickson was appointed to serve as the Lead Independent Director, effective as of the closing of the Transaction. The Lead Independent Director’s responsibilities include presiding over executive sessions of the independent directors; presiding, if the Chair is absent, at Board meetings; and consulting with the Chair to set meeting agendas. The Board and its committees establish annual calendars of activities to guide the development of their agendas during the year. The Executive Chair, in consultation with the Chief Executive Officer, the Lead Independent Director and any other executive officers as needed, and after taking into account suggestions from other members of the Board, sets the agenda for each Board meeting and distributes such agenda in advance of any meeting to each director. Directors are encouraged to raise topics that are not on a meeting agenda and to suggest topics for future agendas. Each director is provided written materials in advance of each meeting, and the Board and its committees provide feedback to, and make requests of, management at each of their meetings.

  44. Selection of Nominees for Election to the Board

    Selection of Nominees for Election to the Board Subject to the requirements of the amended and restated certificate of incorporation, the amended and restated bylaws, and the Stockholders Agreement, the Nominating and Governance Committee recommends to the Board appropriate criteria for the selection of new directors based on the strategic needs of the Company and the Board, and periodically reviews the criteria adopted by the Board and, if deemed desirable, recommends to the Board changes to such criteria. The policy of the Board is that directors should possess the highest personal and professional ethics, integrity and values, and be committed to representing the long-term interests of the Company’s stockholders. The Board seeks members who reflect a range of talents, experience, skills, and expertise, particularly in the areas of accounting and finance, management, leadership, business operations, risk management and corporate governance, in the Company’s industry and the markets the Company serves, sufficiently to provide sound and prudent guidance with respect to the Company’s operations and interests. The Board believes that it is important for directors to represent diverse viewpoints and professional backgrounds and experiences and, further, that the personal backgrounds and qualifications of the directors, considered as a group, should provide a composite mix of experience, knowledge and abilities. Consistent with the Stockholders Agreement, Messrs. Dickson, Goldberg, Triedman, Vollmer, and Wentzell have been designated as director nominees by Sponsor Stockholder (as defined below).

  45. Process for Stockholders to Recommend Director Nominees

    Process for Stockholders to Recommend Director Nominees The Nominating and Governance Committee will consider the recommendations of stockholders regarding potential director candidates. All candidates are reviewed in the same manner, regardless of the source of the recommendation. Stockholders who wish to recommend individuals for consideration by the Nominating and Governance Committee must do so by sending a written recommendation to the Committee c/o Amentum Holdings, Inc., 4800 Westfields Boulevard, Suite 400, Chantilly, VA 20151. The submission must set forth: •the name and address of the stockholder on whose behalf the submission is made; •the number and class of shares of the Company that are owned beneficially by such stockholder as of the date of the submission; •the name and address of the proposed candidate; and •the resume of the proposed candidate. Nominations must be received not fewer than 90 days nor more than 120 days prior to the first anniversary of the preceding year's annual meeting. Our amended and restated bylaws also set forth the requirements for direct nomination of an individual by a stockholder for election to the Board.

  46. Board Committees

    The following is a brief description of our committees: The Audit Committee The responsibilities of our Audit Committee include, among others: •assisting the Board of Directors in overseeing (i) the quality and integrity of our financial statements and accounting and financial reporting practices, (ii) the independence, qualifications and performance of our independent auditor and (iii) the effectiveness of our internal audit function, (iv) the performance of our internal audit function and (v) our compliance with applicable legal and regulatory requirements, including U.S. federal securities laws; •assisting the Board by performing certain functions in connection with reports of material violations of securities laws, material breaches of fiduciary duties, and similar violations by the Company, and investigations related to such reports; •appointing an accounting firm to serve as the independent auditor and maintaining responsibility for compensation, retention and oversight of the independent auditor; 23 •reviewing and discussing with management and the independent auditor our annual audited financial statements and quarterly financial statements; and •discussing our earnings press releases, risk assessment and risk management policies. The responsibilities of the Audit Committee are more fully described in the Audit Committee charter, which is available on the Investor Relations portion of our website, www.amentum.com. Ms. Rowland, General Brooks, Ms. Ireland and Ms. Loughran are the members of the Audit Committee. Ms. Rowland is the Audit Committee Chair. Each member of the Audit Committee is considered to be financially literate, and our Board of Directors has determined that Ms. Rowland and Ms. Loughran are both “audit committee financial experts” for purposes of the rules of the SEC. In addition, our Board of Directors has determined that each of the members of the Audit Committee is independent, as defined by the rules of the NYSE and Section 10A(m)(3) of the Exchange Act. The Compensation Committee The responsibilities of our Compensation Committee include, among others: •reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, and evaluating our Chief Executive Officer’s performance in light of such goals and objectives; •reviewing the compensation of all of our other executive officers and incentive-compensation and equity-based plans that are subject to approval by the Board of Directors; •reviewing and approving the human resources policies relevant to the CEO and all other executive officers including, severance, change-in-control, clawbacks, and share ownership guidelines, among others; and •reviewing the compensation of directors of the Company. The responsibilities of the Compensation Committee are more fully described in the Compensation Committee charter, which is available on the Investor Relations portion of our website, www.amentum.com. Mr. Triedman, Mr. Dickson, General Eberhart, and Ms. Ireland are the current members of the Compensation Committee. Mr. Triedman is the Chair of the committee. Our Board of Directors has determined that each member of the Compensation Committee is independent, as defined by the rules of the NYSE, Rule 10C-1 under the Exchange Act and in accordance with our Corporate Governance Guidelines. The Compensation Committee delegated its responsibilities for approval of equity grants to Section 16 directors and officers to a subcommittee composed of General Eberhart and Ms. Ireland, who qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. The Compensation Committee has engaged Farient Advisors LLC ("Farient") through the Company. The Compensation Committee engaged Farient to provide market assessments and recommendations on the Company’s director compensation and assist management with compensation decisions regarding our named executive officers, including advising on our executive compensation philosophy, strategy, and framework, and other matters related to the Company’s short-term and long-term performance plans, as well as providing insight related to the Company’s compensation disclosure in the proxy statement. In addition, Farient provided other consulting services to the Company, including advising the Company in connection with the 2024 Stock Incentive Plan. The Compensation Committee assessed the independence of Farient and concluded that Farient's work for the Company did not raise any conflicts of interest. The Nominating and Governance Committee The responsibilities of our Nominating and Governance Committee include, among others: •identifying and selecting or recommending to our Board of Directors qualified individuals to be nominated for election as directors; •reviewing and recommending to the Board of Directors our Corporate Governance Guidelines; •overseeing the implementation and effectiveness of our compliance and ethics programs; •assisting the Board in carrying out its responsibilities relating to CEO succession; 24 •overseeing the evaluation of our Board of Directors; •supervising the Company's ESG program; and •annually evaluating the Nominating and Governance Committee’s performance. Ms. Loughran, General Brooks, Mr. Triedman and Mr. Wentzell are the members of the Nominating and Governance Committee. Ms. Loughran is the Chair of the committee. Our Board of Directors has determined that each member of the Nominating and Governance Committee is independent, as defined by the rules of the NYSE and in accordance with our Corporate Governance Guidelines.

  47. Director Compensation

    Director Compensation Directors who are employed by us do not receive any additional compensation for their services as directors. For non-employee directors, the terms of the Transaction specified that directors would initially receive the same compensation as that received by directors of Jacobs. In November 2024, following a presentation on director compensation by Farient, the Compensation Committee approved director compensation levels through the date of the next annual meeting (March 5, 2025) consistent with those paid to directors of Jacobs. Because the next annual meeting is approximately six months from the date when directors began their service (September 27, 2024), the Compensation Committee approved 50% of the Jacobs' directors compensation for the partial year period. Director compensation includes the following:

  48. Director Compensation

    | Component | Amount through 3/5/25 | | Board Cash Retainer1 | $62,500 | | Equity Award2 | $95,000 | | Lead Independent Director Additional Retainer | $50,000 | | Committee Chair Additional Retainer | $12,500 |

  49. Director Compensation

    1 Non-employee directors will each also receive an additional fee of $2,000 for attending each meeting of the full Board of Directors or a standing committee that is in excess of eight meetings for the fiscal year and for each meeting of a special committee that is in excess of two meetings for the fiscal year. For Messrs. Dickson, Goldberg, Triedman, and Wentzell, cash amounts will be paid to their respective employers. 2 The number of restricted stock units ("RSUs") granted were calculated by dividing the dollar value by the 20-day volume-weighted average price of Amentum common stock (from October 3, 2024 to October 30, 2024). RSUs will vest on the date of the 2025 annual meeting of stockholders. For Messrs. Dickson, Goldberg, Triedman, and Wentzell, in lieu of equity, an equivalent amount in cash will be paid to their respective employers. The equity awards are granted in the form of restricted stock units under our Stock Incentive Plan. Generally these grants will occur following our annual meeting of stockholders. The retainer and any additional payments are generally paid in cash on a quarterly basis in arrears. The Compensation Committee intends to review director compensation following the March 5, 2025 annual meeting. With one exception, our non-employee directors did not receive any compensation from Amentum or Legacy Amentum in fiscal year 2024. Prior to the closing of the Transaction in fiscal year 2024, Mr. Vollmer was paid $1,250,000 by Legacy Amentum in connection with the termination of his consulting agreement and his service as the Chair of the Board of Managers of Amentum Joint Venture GP LLC.

  50. Pay versus Performance Highlights

    Pay versus Performance Highlights •Prior awards of equity in Amentum Equityholder vested upon the closing of the Transaction •Certain Jacobs equity converted into Amentum equity upon the closing of the Transaction •Senior executives received new Amentum equity following the closing of the Transaction as part of their annual compensation to align management with Amentum performance and incentivize the creation of shareholder value •The Legacy Amentum 2024 Short-term Incentive Plan Company payout equaled 106% of target

  51. Key Executive Compensation Practices

    | WHAT WE DO | WHAT WE DON'T DO | | ✓Require our executives and directors to satisfy meaningful stock ownership requirements | ✓No offer of excessive executive perks and benefits | | ✓Annually assess our peer group for benchmarking executive compensation levels and practices | ✓No single trigger change in control | | ✓Regularly review our executive talent, performance, deployments, and succession plans | ✓No hedging or pledging of Amentum securities | | ✓Align executive pay with short- and long-term performance | ✓No defined benefit pension plan for named executive officers | | ✓Regularly evaluate policies and programs to test their market competitiveness, ensure consistency to organizational objectives, and alignment with standards of good governance | ✓No speculative trading of Amentum stock | | ✓Limit excessive compensation for executives by setting compensation caps and restricting excessive perks and non-monetary benefits | | | ✓Engage with an independent compensation consultant performing no work for Amentum other than that for Amentum's Compensation Committee | |

  52. Use of an Independent Compensation Consultant

    Use of an Independent Compensation Consultant Early in fiscal year 2024, Amentum retained Willis Towers Watson as its compensation consultant. As the combined company prepared for its public offering, the Company undertook a Request for Proposal (RFP) process to identify an independent consultant. As a result of this process, the Compensation Committee retained Farient to provide input and advice to the Compensation Committee. For fiscal year 2025 compensation decisions, Farient advised the Compensation Committee on executive pay levels, pay policies, program design (including incentive plan structure, measures, and goals) and investor considerations. The Committee will meet regularly with the independent Compensation Consultant. The independent compensation consultant participates in Compensation Committee meetings throughout the year, reviews Compensation Committee materials in advance of each meeting, and consults with the Compensation Committee Chair in serving the Compensation Committee. In 2024, Farient did not provide any consulting advice or services to management.

  53. Amentum’s Compensation Peer Group

    Amentum’s Compensation Peer Group Compensation for key executives is evaluated relative to the compensation for similar roles at peer companies. The Compensation Committee has reviewed the peer group and will do so at least annually to test for relevance in terms of company size, industry, and business model, and will make adjustments, as needed. The peer group is used by the Compensation Committee as a reference point in determining pay for executives within a range deemed competitive in the market. The Compensation Committee does not target specific pay positioning levels against the market to determine pay. Rather, the Compensation Committee considers a holistic set of factors in making in its pay decisions. In setting fiscal year 2024 executive compensation, Willis Towers Watson assisted in our evaluation of companies that are similar in size, industry, and operations, as described below: •Company size: Organizations with median revenue, EBITDA, and number of employees approximating those for Amentum, and with flexibility outside of this range to accommodate organizations that are a good match from a business perspective. •Industry: Government services organizations in advanced engineering technology solutions as well as other comparable organizations that our Investor Relations department tracks and/or that benchmark to our Company. In setting fiscal year 2025 executive compensation, Farient assisted in our evaluation. In addition to analyzing the above factors, Farient analyzed the business models and government contracting business mix of our current peers and other companies who were prospective peers. Given this analysis, Farient recommended and the Compensation Committee adopted an amended peer group for fiscal year 2025, as shown below. 43

  54. Amentum’s Compensation Peer Group

    | Fiscal Year 2024 Peer Group | Fiscal Year 2025 Peer Group | | AECOM (ACM) | AECOM (ACM) | | CACI INTERNATIONAL, INC (CACI) | BOOZ ALLEN HAMILTON (BAH) | | DXC TECHNOLOGY (DXC) | CACI INTERNATIONAL, INC (CACI) | | HUNTINGTON INGALLS INDUSTRIES (HII) | DXC TECHNOLOGY (DXC) | | KBR, INC (KBR) | FLUOR (FLR) | | L3HARRIS TECHNOLOGIES, INC (LHX) | HUNTINGTON INGALLS INDUSTRIES (HII) | | LEIDOS HOLDINGS, INC (LDOS) | JACOBS (J) | | MAXIMUS, INC (MMS) | KBR, INC (KBR) | | PARSONS CORPORATION (PSN) | L3HARRIS TECHNOLOGIES, INC (LHX) | | SCIENCE APPLICATIONS INTERNATIONAL CORPORATION (SAIC) | LEIDOS HOLDINGS, INC (LDOS) | | TEXTRON, INC (TXT) | MAXIMUS, INC (MMS) | | | PARSONS CORPORATION (PSN) | | | SCIENCE APPLICATIONS INTERNATIONAL CORPORATION (SAIC) | | | TEXTRON, INC (TXT) | | | V2X (VVX) |

  55. Compensation Elements

    | Legacy Amentum for Fiscal Year 2024 | Legacy Jacobs for Fiscal Year 2024 | | Base salary | Base salary | | Short-Term Incentive Plan (STIP) | Leadership Performance Plan (LPP) | | Long-term Equity Incentives | Long-term Equity Incentives |

  56. Compensation Elements

    | Legacy Amentum for Fiscal Year 2024 | | Legacy Jacobs for Fiscal Year 2024 | | | Name | STIP Target (% of Salary) | Name | LPP Target (% of Salary) | | John Heller | 130% | Steven J. Demetriou | 100% | | Travis B. Johnson | 100% | Stephen A. Arnette | 100% | | Sean Mullen | 75% | | |

  57. Compensation Elements

    | Legacy Amentum for Fiscal Year 2024 | Legacy Jacobs for Fiscal Year 2024 | | Fiscal year 2024 goals and results yielded a payout of 106% of target payout based on STI Adjusted EBITDA of $640M and DSO of 65.0 days as shown below: | For fiscal year 2024, Mr. Demetriou earned 104.4% of his target award and Mr. Arnette earned 85.2% of his target award, with the resulting payouts shown below: |

  58. Compensation Elements

    | | STI Adjusted EBITDA ($MM) | DSO (Days) | Payout | Name | Fiscal Year 2024 Annual Cash Incentive Target | Annual Cash Incentive Payout | Annual Cash Incentive Paid | | Weighting | 75% | 25% | | Steven J. Demetriou | $1,250,000 | 104% | $1,306,422 | | Maximum | $755 | 51.2 | 200% | Stephen A. Arnette | $600,000 | 85% | $511,203 | | Target | $629 | 64.0 | 100% | | | | | | Threshold | $566 | 70.4 | 75% | | | | |

  59. Compensation Elements

    | Name | Fiscal Year 2024 Annual Cash Incentive Target | Annual Cash Incentive Payout | Annual Cash Incentive Paid | | John Heller | $1,495,178 | 106% | $1,586,384 | | Travis B. Johnson | $572,521 | 150% | $858,781 | | Sean Mullen | $332,849 | 125% | $416,061 |

  60. Compensation Elements

    | Legacy Amentum for Fiscal Year 2024 | Legacy Jacobs for Fiscal Year 2024 | | Equity compensation was not a component of fiscal year 2024 compensation for Messrs. Heller, Johnson and Mullen because Legacy Amentum did not grant additional equity awards in fiscal year 2024. A more complete explanation of Amentum’s equity program prior to its public offering is described in the Section titled, “Long-Term Equity Incentives before Fiscal Year 2024." | •Messrs. Demetriou and Arnette were granted equity in FY2024 under the Jacobs Stock Incentive Plan. Mr. Demetriou was granted 100% RSUs which vested on September 18, 2024 in recognition of his Executive Chair role. Mr. Arnette was granted 60% PSUs and 40% RSUs, vesting over 4 years in equal annual installments, consistent with other Jacobs executives. •The target value of these grants is shown in the table below: |

  61. Compensation Elements

    | Name | Fiscal Year 2024 Annual Target Performance-Based RSU Grant | Fiscal Year 2024 Annual Target Time- Based RSU Grant | | Steven J. Demetriou | $— | $2,750,001 | | Stephen A. Arnette | $900,090 | $599,923 |

  62. Long-Term Equity Incentives before Fiscal Year 2024

    Long-Term Equity Incentives before Fiscal Year 2024 Prior to fiscal year 2024, Messrs. Heller, Johnson and Mullen were awarded Time-Vested Class B units in Amentum Equityholder. The Time-Vested Class B units vested 20% a year over five years. No new Legacy Amentum equity awards were granted in 2024. In connection with the completion of the Transaction on September 27, 2024, the unvested Legacy Amentum Time-Vested Class B units were vested, and Mr. Heller subsequently received 7,157 Amentum shares in a distribution from Amentum Equityholder. Messrs. Johnson and Mullen did not receive Amentum shares in the distribution.

  63. Conversion of Jacobs Equity into Amentum Equity

    Conversion of Jacobs Equity into Amentum Equity Messrs. Demetriou and Arnette received equity during fiscal year 2024 under the Jacobs 2023 Stock Incentive Plan (the “Jacobs Equity Plan”). For fiscal year 2024, Mr. Demetriou’s grant consisted of 100% RSUs vesting on September 18, 2024. These Jacobs RSUs were converted to Amentum RSUs with the same vesting terms effective September 27, 2024, in accordance with the Employee Matters Agreement pursuant to the Transaction (the “Employee Matters Agreement”). For the outstanding in-cycle Performance Stock Units (“PSUs”) granted to Messrs. Demetriou and Arnette in November 2022 and vesting in November 2025, 67.7% of the grant value was paid out at the actual performance achievement results achieved through the closing of the Transaction, and the remaining 33.3% of the grant was converted into Amentum RSUs, with vesting in November 2025. Similarly, for the outstanding in-cycle PSUs granted to Mr. Arnette in November 2023 and vesting in November 2026, 33.3% of the grant value was paid out at the actual performance achievement results achieved through the closing of the Transaction, and the remaining 67.7% of the grant value was converted into Amentum RSUs, with vesting in November 2026. The target annual equity mix for Mr. Arnette was 60% aligned to performance-based RSUs that vest based on the achievement of adjusted EPS and ROIC over a three year period and 40% aligned to time- based RSUs that vest in equal annual installments over four years. The Jacobs equity awards held by Messrs. Demetriou and Arnette that were converted into Amentum RSUs in connection with the Transaction are subject to acceleration of vesting pursuant to the terms of the Jacobs Equity Plan under which such awards were granted. The shares subject to such awards will vest in full in the event that (i) the executive officer's employment terminates due to death or disability, or (ii) the executive officer's employment is terminated by Amentum without Cause or the executive resigns for Good Reason (each as defined in the applicable Jacobs stock incentive plan) within two years following a change in control of Amentum. The target values of the annual grants by Jacobs to our named executive officers of performance-based and time-based RSUs in fiscal year 2024 are presented in the table below. 46

  64. Conversion of Jacobs Equity into Amentum Equity

    | Name | FY24 Annual Target Performance-Based RSU Grant | FY24 Annual Target Time-Based RSU Grant | | John Heller | $— | $— | | Steven J. Demetriou | $— | $2,750,001 | | Stephen A. Arnette | $900,090 | $599,923 | | Travis B. Johnson | $— | $— | | Sean Mullen | $— | $— |

  65. One-Time Awards

    One-Time Awards 2024 Integration and Retention Award On September 4, 2024, Legacy Amentum approved an integration and retention cash award of $2,500,000 to Mr. Mullen, vesting in four tranches in accordance with the schedule below: •$500,000 30 days after the close of the Transaction •$500,000 on the one-year anniversary of the Transaction •$750,000 on the two-year anniversary of the Transaction •$750,000 on the three-year anniversary of the Transaction 2025 One-Time Grant The Compensation Committee approved a one-time grant to Mr. Mullen of 9,298 RSUs valued at $200,000 based on a share price of $21.51 with a vesting commencement date of December 17, 2024. The award will fully vest on December 17, 2025. The company decided to make these awards in recognition of Mr. Mullen’s overall value to Legacy Amentum, including his significant past strategic contributions, his leadership in the Transaction, and his expected impact on the company's growth going forward. The company set the award amounts at a level that it believed would provide a strong retention incentive and be meaningful to Mr. Mullen throughout the vesting period.

  66. Fiscal Year 2025 Compensation

    | Name | FY25 Base Salary | FY25 STIP (as % of Base) | FY25 STIP Target | FY25 Annual Target Performance-Based RSU Grant | FY25 Annual Target Time- Based RSU Grant | FY25 Total Target Compensation | | John Heller | $1,225,000 | 140% | $1,715,000 | $3,275,000 | $3,275,000 | $9,490,000 | | Steven J. Demetriou | $1,250,000 | 100% | $1,250,000 | $— | $2,500,000 | $5,000,000 | | Stephen A. Arnette | $750,000 | 100% | $750,000 | $1,050,000 | $1,050,000 | $3,600,000 | | Travis B. Johnson | $650,000 | 100% | $650,000 | $1,000,000 | $1,000,000 | $3,300,000 | | Sean Mullen | $473,000 | 75% | $354,750 | $400,000 | $400,000 | $1,627,750 |

  67. Fiscal Year 2025 Short-Term Incentive Plan (STIP)

    Fiscal Year 2025 Short-Term Incentive Plan (STIP) Amentum’s annual incentive plan is designed to encourage superior performance and accountability by tying awards to the achievement of pre-established goals that will drive value creation in Amentum. Amentum’s fiscal year 2025 STIP will reinforce Amentum’s commitment to profitable growth, effective cash management, and the reduction of debt leverage. Our fiscal year 2025 performance measures are weighted as follows: 47

  68. Fiscal Year 2025 Short-Term Incentive Plan (STIP)

    | | Adjusted EBITDA | DSO | Net Debt Reduction | | Weighting | 65% | 20% | 15% |

  69. Fiscal Year 2025 Short-Term Incentive Plan (STIP)

    Our goals for each measure have been set in accordance with the financial commitments we have made publicly. Awards for executives will be tied primarily to the area over which the executives have the most accountability and control. All executive participants will be linked to some extent to Amentum’s overall performance to encourage collaboration across business groups and alignment with shareholder interests.

  70. Fiscal Year 2025 Long-Term Incentive Program

    Fiscal Year 2025 Long-Term Incentive Program Amentum’s Long-Term Incentive program is designed to align executives with the long-term interests of shareholders, motivate sustained superior performance, and encourage retention. For fiscal year 2025, as a new public company, Amentum’s Compensation Committee established a new long- term incentive plan, consisting of the following vehicles and vesting periods applicable to senior executives:

  71. Fiscal Year 2025 Long-Term Incentive Program

    | Form of 2024 Equity Grants | Weight | Performance and Vesting Periods | | PSUs | 50% | 3-year performance period | | RSUs | 50% | 3-year ratable vesting |

  72. 2025-2027 Performance Share Units

    2025-2027 Performance Share Units Amentum’s 2025-2027 Performance Share Units are contingent upon meeting 3-year Cumulative Free Cash Flow and 3-year Cumulative Adjusted EBITDA goals, each weighted equally. The PSUs vest after 3 years, based equally on 3-year cumulative Free Cash Flow and 3-year cumulative Adjusted EBITDA.

  73. 2025-2027 Performance Share Units

    | | 3-Year Cumulative Adjusted EBITDA | 3-Year Cumulative Free Cash Flow | | Weighting | 50% | 50% |

  74. 2025-2027 Performance Share Units

    Goals for the fiscal year 2025-2027 performance cycle have been set in accordance with the financial commitments we have made publicly. Equity awards will earn dividend equivalents, subject to the same vesting and other terms and conditions as the underlying shares to which they apply.

  75. Fiscal Year 2025 Equity “Launch Grants”

    Fiscal Year 2025 Equity “Launch Grants” In addition to our regular long-term incentive compensation grants, following the completion of the Transaction, the Committee determined that Amentum should make one-time “launch grants” in the form of RSUs to select Amentum leaders, primarily at the executive level. Consistent with Amentum’s compensation philosophy, the purpose of these grants was to reinforce an ownership mentality, retain critical leadership in Amentum’s business, strengthen the holding power of unvested equity grants, and facilitate executives’ ability to meet their new ownership guidelines. In determining launch grant award levels, the Committee considered the executive’s position, his/her normal annual equity grant value, with no award greater than one times the annual award, and the holding power of previously granted awards, as represented by each executive’s unvested awards that the executive previously received. Launch grants were made on November 6, 2024. These grants will vest 50% on the 18-month anniversary of the grant and 50% on the third anniversary of the grant. The target launch grant values for our NEOs are as follows:

  76. Severance

    Severance Severance upon Termination for Cause or without Good Reason In the event that we terminate the executive for “Cause” or if the executive elects to terminate employment with us without “Good Reason,” both as defined in each employment agreement, or, for Mr. Demetriou, in each case, during the Initial Term, or Mr. Demetriou’s employment is terminated for any reason on or following the Initial Term, the executive is entitled to receive accrued and unpaid base salary and any annual bonus for any previously completed bonus period that has been earned but remains unpaid, as well as unreimbursed business expenses properly incurred by the Executive through the date of termination (the “Accrued Rights”). Severance upon Termination without Cause or for Good Reason For Messrs. Heller, Johnson and Arnette, each employment agreement provides for a subset or all of the following payments in the event that the Company terminates the executive’s employment without “Cause” or, in the case of all the Employment Agreements for the Executives, if the Executive resigns for “Good Reason,” subject to the executive’s execution of an effective release of claims: •the Accrued Rights; •severance equal to the following for each executive, each payable in equal installments through the date that is 18 months after the date of the executive’s termination of employment (the “Severance Period”): –For Messrs. Demetriou and Arnette, 1.5 times the sum of the annual base salary and target annual bonus; and –For Messrs. Heller and Johnson, 1.5 times the sum of the annual base salary and the average bonus paid to the Executive for the three fiscal years (or such lesser number of fiscal years that the executive was employed by us) prior to the year in which the executive’s termination occurs; •a prorated annual bonus for the fiscal year in which the termination occurs, based on actual performance (the “Pro-Rata Bonus”); •if the executive elects continued coverage under COBRA, a lump sum cash payment in an amount sufficient to cover the executive’s medical and dental insurance premiums during the Severance Period; •monthly cash payments (including reimbursement for taxes) to permit the Executive to purchase life insurance coverage at the same benefit level and cost as provided to our active senior management employees during the Severance Period; •a lump sum cash payment in an amount sufficient to cover the annual premium for the continued receipt of financial planning services during the Severance Period; •reasonable outplacement services during the Severance Period; and •in the case of Mr. Demetriou, any unvested long-term incentive award granted to him during the Initial Term will immediately vest and settle as of such date of termination, and in the case of Mr. Arnette, if he is terminated prior to the first anniversary of the Closing Date without Cause or resigns for Good Reason, his unvested long-term incentive awards will immediately vest to the extent they would have vested if he had incurred a termination of employment under the terms of Jacobs’ Executive Severance Plan (taking into account any applicable pro ration and other terms and conditions), as in effect on the Closing Date, and, to the extent so vested, settle as of such date of termination. Severance upon Death or Disability If an executive’s employment terminates as a result of the executive’s death or disability, the executive or the executive’s estate, as the case may be, will be entitled to receive the Accrued Rights and the Pro-Rata Bonus. In the case of Mr. Demetriou, any unvested long-term incentive award granted to him during the Initial Term will immediately vest and settle as of such date of termination due to death or disability. In the case of Mr. Arnette, if the termination occurs prior to the first anniversary of the Closing Date, any unvested long-term incentive awards held by Mr. Arnette as of the date of such termination will immediately vest to the extent they would have vested if he had incurred a termination of employment under the terms of Jacobs’ Executive Severance Plan (taking into account any applicable pro ration and other terms and conditions), as in effect on the Closing Date, and, to the extent so vested, settle as of such date of termination. 50 Amentum Severance Plan for Key Employees Amentum's "Severance Plan for Key Employees" (the "Severance Plan"), which was effective as of November 6, 2024, is intended to be a top-hat welfare benefit plan under ERISA. The primary purpose of the Severance Plan is to provide assurances of specified benefits to certain executives of the Company, including the Company’s named executive officers, in the event of certain terminations of employment as described in the Severance Plan. The Compensation Committee serves as the administrator of the Severance Plan and selects those executive officers and other employees of the Company and its affiliates who will be eligible to participate in the Severance Plan (referred to as “Eligible Executives”). Eligible Executives are entitled to certain benefits under the Severance Plan if the Eligible Executive experiences an “Involuntary Termination” or an Involuntary Termination during the “Change in Control Period” as such terms are defined under the Severance Plan. An Involuntary Termination occurs either when the Eligible Executive terminates his or her employment with the Company and its affiliates for “Good Reason” or the Eligible Executive is terminated for a reason other than “Cause,” the Eligible Executive’s death or Disability, in each case, as such terms are defined under the Severance Plan. An Involuntary Termination during the “Change in Control Period” is generally defined to be an Involuntary Termination occurring between three months prior to and 24 months following a “Change in Control” as such terms are defined in the Severance Plan. No Eligible Executive is entitled to severance benefits under the Severance Plan unless the executive enters into a release agreement with the Company within the time period following his or her termination specified in the Severance Plan. If an Eligible Executive experiences an Involuntary Termination and executes a release, the Eligible Executive is entitled to the following benefits under the Severance Plan: •Payments. The Eligible Executive will be paid the following amounts in a single lump sum on or before the 70th day after the Eligible Executive’s Involuntary Termination: –The sum of the Eligible Executive’s “Annual Base Salary” and “Average Annual Bonus,” as such terms are defined in the Severance Plan multiplied by the “Severance Multiplier” (which is 1.5 for the chief financial officer and the chief operating officer and 1 for all other participants (provided that the severance multiplier is not applicable to the executive chair or the chief executive officer)); –An amount in cash equal to the Eligible Executive’s “Target Annual Bonus” multiplied by the “Proration Factor,” as such terms are defined in the Severance Plan; and –During the “Severance Period" (as described below), if the Eligible Executive elects under COBRA, to continue medical and dental coverage at the same benefit levels as provided to active executive officers, (a) a lump sum cash payment in an amount sufficient to cover the total amount of the monthly medical and dental insurance premiums payable by the Eligible Executive for continued benefits coverage pursuant to COBRA immediately prior to such Eligible Executive’s Involuntary Termination; (b) a monthly cash payment grossed up for taxes to permit the Eligible Executive to purchase life insurance coverage at the same benefit level as currently provided to active executive officers and at the same cost to the Eligible Executive as is generally provided to active executive officers; and (c) a lump cash payment to permit the

  77. Severance

    Eligible Executive to receive continued financial planning services at the same benefit level as currently provided to active executive officers. The Severance Plan provides that the Severance Period is 18 months for the chief financial officer and the chief operating officer and 12 months for all other participants (provided that the severance period is not applicable to the executive chair or the chief executive officer). •Outplacement Services. The Company will reimburse an Eligible Executive for reasonable outplacement services to be provided by a service provider selected by the Company during the Severance Period. If an Eligible Executive experiences an Involuntary Termination during the Change in Control Period and executes a release, the Eligible Executive is entitled to the following benefits under the Severance Plan: •Payments. The Eligible Executive will be paid the following amounts in a single lump sum on or before the 70th day after the Eligible Executive’s Involuntary Termination: 51 –The sum of the Eligible Executive’s “Annual Base Salary” and “Average Annual Bonus,” as such terms are defined in the Severance Plan multiplied by the “CIC Severance Multiplier” (which is 2 for the executive chair and the chief executive officer, 1.5 for the chief financial officer and the chief operating officer and 1 for all other participants); –An amount in cash equal to the Eligible Executive’s “Target Annual Bonus” multiplied by the “Proration Factor,” as such terms are defined in the Severance Plan; –During the “CIC Severance Period" (as described below), if the Eligible Executive elects under COBRA, to continue medical and dental coverage at the same benefit levels as provided to active executive officers, (a) a lump sum cash payment in an amount sufficient to cover the total amount of the monthly medical and dental insurance premiums payable by the Eligible Executive for continued benefits coverage pursuant to COBRA immediately prior to such Eligible Executive’s Involuntary Termination; (b) a monthly cash payment grossed up for taxes to permit the Eligible Executive to purchase life insurance coverage at the same benefit level as currently provided to active executive officers and at the same cost to the Eligible Executive as is generally provided to active executive officers; and (c) a lump cash payment to permit the Eligible Executive to receive continued financial planning services at the same benefit level as currently provided to active Executive Officers. The Severance Plan provides that the CIC Severance Period is 24 months for the executive chair and the chief executive officer, 18 months for the chief financial officer and the chief operating officer and 12 months for all other participants; and –The Eligible Executive’s equity awards that remain unvested as of the date of the Eligible Executive’s Involuntary Termination will accelerate in full and, to the extent applicable, become immediately exercisable, with any outstanding performance-based vesting conditions deemed achieved at the level of on target performance. •Outplacement Services. The Company will reimburse an Eligible Executive for reasonable outplacement services to be provided by a service provider selected by the Company during the CIC Severance Period. The Severance Plan does not provide for a gross-up payment to the Eligible Executive in the event that the Eligible Executive is subject to an excise tax under Section 4999(a) of the Internal Revenue Code of 1986, as amended (the “Code”). The payments or benefits will be reduced by the amount required to avoid the excise tax, if such reduction would give the Eligible Executive a better after-tax result than if the Eligible Executive received the full payments and benefits and paid the excise tax. The Severance Plan contains provisions for adjustment to the timing of payments to minimize accelerated or additional tax pursuant to Section 409A of the Code. Claims for benefits under the Severance Plan are governed by the Severance Plan’s claims procedure. If an Eligible Executive is a party to an agreement with the Company or its affiliates that provides benefits upon an Involuntary Termination or a Change in Control (or a similar phrase), the Eligible Executive will be entitled to receive either the aggregate payments and benefits pursuant to the Severance Plan or such agreement(s), whichever is greater, but not both. 52

  78. Risk Assessment

    Risk Assessment The Company reviews its compensation policies and practices, including incentive plan design, to determine whether our executive compensation components and arrangements encourage risks that are reasonably likely to have a material adverse impact on Amentum. The Company’s pay philosophy is designed to effectively balance a mix of cash and incentive awards, short- and long-term periods, financial and non-financial performance, and allows for the Compensation Committee’s discretion to make negative adjustments to payouts under the Company’s compensation plans. Further, our compensation programs incorporate policies to mitigate compensation-related risk, including stock ownership guidelines, vesting periods on equity awards, insider-trading prohibitions and independent Compensation Committee oversight. In addition, as part of its oversight, the Compensation Committee considers whether any risks arising from the Company’s compensation programs and policies are reasonably likely to have a material adverse effect on the Company. The Compensation Committee has retained an Independent Consultant to assist with a risk assessment of the Company’s compensation policies and practices in fiscal year 2025.

  79. Costs

    Costs As a government contractor, we are subject to applicable federal statutes and the Federal Acquisition Regulation (“FAR”) that govern the reimbursement of costs by our government clients. Pursuant to the FAR, our contracts limit the allowability of reimbursement for compensation to certain, or in some cases all, employees, including our named executive officers, to a benchmark compensation cap established each year by the Office of Management and Budget (“OMB”). When comparing compensation to the benchmark cap, all wages, salary, bonuses, deferred compensation, and employer contributions to defined contribution pension plans, if any, for the year, as recorded in our books and records, must be included. Any amounts over the cap are considered unallowable and are therefore not recoverable under our government contracts. The compensation cap established by the OMB, which is applicable to a portion of our contracts for the 2024 calendar year, is $646,000. Other contracts have higher caps and/or limit the allowable compensation of fewer employees.

  80. Policies on Timing of Equity Grants

    Policies on Timing of Equity Grants Following the closing of the Transaction, it is our policy not to time the granting of equity awards, including stock option awards, in relation to the release of material non-public information. Accordingly, regularly scheduled awards are permitted to be granted at times when there is material non-public information. We will generally grant equity awards to newly hired and promoted executive officers at the subsequently scheduled Compensation Committee or Board meeting following the respective effective date of the hire or promotion. We will not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation.

  81. Decisions

    Decisions Section 162(m) of the Code may impact elements of our compensation program. Section 162(m) imposes a $1 million limit on the amount of compensation that we may deduct in any one year with respect to certain “covered employees.” Our Compensation Committee considers it important to retain the flexibility to design compensation programs that are in the best long-term interests of our Company and our stockholders and does not have a policy requiring compensation to be fully deductible under Section 162(m). Other provisions of the Code can also affect compensation decisions. Section 409A of the Code, which governs the form and timing of payment of deferred compensation, imposes sanctions, including a 20% penalty and an interest penalty, on a recipient of deferred compensation that does not comply with Section 409A. Our Compensation Committee takes into account the potential implications of Section 409A in determining the form and timing of compensation awarded to our executives and strives to structure its nonqualified deferred compensation plans to meet these requirements. Section 280G of the Code, or Section 280G, disallows a company's tax deduction for payments received by certain individuals in connection with a change in control to the extent that the payments exceed an amount approximately three times their average annual compensation and Section 4999 of the Code imposes a 20% 54 excise tax on those payments. Our executive severance plan contains provisions that, in certain circumstances, accelerate vesting of all or a portion of the awards in connection with a change in control and Qualifying Termination within two years following the change in control. To the extent that payments upon a change in control are classified as excess parachute payments, our Company's tax deduction would be disallowed under Section 280G.

  82. Compensation Tables and Disclosures

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)2 | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)3 | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)4 | Total ($) | | John Heller Chief Executive Officer | 2024 | 1,165,385 | — | — | — | 1,586,384 | — | 30,710 | 2,782,479 | | Steven J. Demetriou1 Executive Chairman | 2024 | 1,250,000 | — | 2,750,001 | — | 1,306,422 | — | 44,962 | 5,351,385 | | Stephen A. Arnette1 Chief Operating Officer | 2024 | 586,154 | — | 1,500,013 | — | 511,203 | — | 61,602 | 2,658,972 | | Travis B. Johnson Chief Financial Officer | 2024 | 571,923 | 500,000 | — | — | 858,781 | — | 32,945 | 1,963,649 | | Sean Mullen Chief Growth Officer | 2024 | 443,300 | 350,000 | — | — | 416,061 | — | 24,603 | 1,233,964 |

  83. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The table below shows the Jacobs equity awards that were converted into Amentum RSUs in connection with the Transaction, which were the only outstanding equity awards held by the NEOs as of the end of the fiscal year; the market value per share is based on the closing price of our stock on September 30, 2024.

  84. Outstanding Equity Awards at Fiscal Year-End Table

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($) | | John Heller | — | — | — | — | — | | Steven J. Demetriou | 9/27/241 | 43,396 | 1,195,772 | — | — | | Stephen A. Arnette | 9/27/241 | 1,178 | 32,460 | — | — | | | 9/27/242 | 521 | 14,356 | — | — | | | 9/27/243 | 4,038 | 111,267 | — | — | | | 9/27/244 | 10,106 | 278,470 | — | — | | | 9/27/245 | 17,273 | 475,956 | — | — | | | 9/27/246 | 3,681 | 101,430 | — | — | | | 9/27/246 | 4,596 | 126,642 | — | — | | | 9/27/247 | 10,984 | 302,663 | — | — | | | 9/27/247 | 10,395 | 286,433 | — | — | | Travis B. Johnson | — | — | — | — | — | | Sean Mullen | — | — | — | — | — |

  85. Outstanding Equity Awards at Fiscal Year-End Table

    1 The RSUs will vest in full on November 17, 2025. 2 The RSUs will vest in full on March 4, 2025. 3 1,230 RSUs will vest on March 2, 2025 and 2,808 RSUs will vest on March 2, 2026. 4 The RSUs will vest in two equal installments on November 16, 2025 and November 16, 2026. 5 The RSUs will vest in three equal installments on November 15, 2025, November 15, 2026 and November 15, 2027. 6 The RSUs will vest in full on November 16, 2025. 7 The RSUs will vest in full on November 15, 2026. 56 Option Exercises and Stock Vested Table The table below provides information on vesting of the restricted stock units and exercise of the stock options of each of our named executive officers during fiscal year 2024:

  86. Outstanding Equity Awards at Fiscal Year-End Table

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | John Heller1 | — | — | 7,157 | 153,947 | | Steven J. Demetriou2 | — | — | 201,382 | 27,914,198 | | Stephen A. Arnette3 | — | — | 17,169 | 2,448,677 | | Travis B. Johnson | — | — | — | — | | Sean Mullen | — | — | — | — |

  87. Outstanding Equity Awards at Fiscal Year-End Table

    1 Mr. Heller's award with respect to equity of Amentum Equityholder was distributed on December 17, 2024 and valued at an AMTM closing price of $21.51. 2 Mr. Demetriou's award includes Jacobs RSUs and PSUs that vested and settled in accordance with their terms in November 2023, as well as certain RSUs and PSUs that were otherwise scheduled to vest in November 2024, but were accelerated and settled on September 18, 2024 pursuant to the terms of the Employee Matters Agreement, with the number of accelerated PSUs that vested determined based on actual performance through July 31, 2024, as determined by the Jacobs Compensation Committee. 3 Mr. Arnette's award includes Jacobs RSUs and PSUs that vested and settled in accordance with their terms in November 2023, as well as certain RSUs and PSUs that were otherwise scheduled to vest in November 2024, but were accelerated and settled on September 18, 2024 pursuant to the terms of the Employee Matters Agreement, with the number of accelerated PSUs that vested determined based on actual performance through July 31, 2024, as determined by the Jacobs Compensation Committee. Nonqualified Deferred Compensation The table below provides information regarding participation of each of our named executive officers in deferred compensation plans during fiscal year 2024:

  88. Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Executive Contributions During Last Fiscal Year ($) | Aggregate Earnings During Last Fiscal Year($) | Aggregate Withdrawals/ Distributions During Last Fiscal Year ($) | Aggregate Balance at Last Fiscal Year End ($) | | John Heller | — | — | — | — | | Steven J. Demetriou1 | — | 101,411 | — | 535,048 | | Stephen A. Arnette | — | — | — | — | | Travis B. Johnson | — | — | — | — | | Sean Mullen | — | — | — | — |

  89. Outstanding Equity Awards at Fiscal Year-End Table

    1 In September 2024, Mr. Demetriou’s balance in the Jacobs Executive Deferral Plan was transferred to the Jacobs Technology Executive Deferral Plan, a mirror plan established pursuant to the terms of the Employee Matters Agreement in connection with the Transaction that was assumed by Amentum in connection with the Transaction. Potential Payments upon Termination or a Change in Control The following table provides the estimated payments and benefits that each named executive officer would be entitled to receive upon termination of employment or in connection with a change-of-control of Amentum. The amounts set forth below assume that the triggering event occurred on September 27, 2024. Additionally, the below table reflects newly approved employment agreements and/or other related agreements, including the Severance Plan for Key Employees. In addition to the amounts set forth below, upon any termination of employment each officer would also be entitled to receive: •payments generally provided to salaried employees on a non-discriminatory basis upon termination, such as accrued salary, life insurance proceeds (for any termination caused by death), unused vacation, and 401(k) Plan distributions; •accrued, vested balances under the defined contribution retirement plan, including vested employer contributions. 57

  90. Outstanding Equity Awards at Fiscal Year-End Table

    | Name | Cash Severance ($) | Prorated Bonus ($) | Benefit Continuation ($)1 | Long Term Disability ($)2 | Outplacement Services ($)3 | Equity With Accelerated Vesting ($)4 | Total ($) | | John Heller | | | | | | | | | Death/Disability | — | 1,586,384 | — | 300,000 | — | — | 1,886,384 | | Retirement | — | 1,586,384 | — | — | — | — | 1,586,384 | | Change-in-Control | — | — | — | — | — | — | — | | Qualifying Termination On or After Change-In-Control | 4,900,345 | 1,586,384 | 399,953 | — | 15,000 | — | 6,901,682 | | Involuntary Termination | 3,675,259 | 1,586,384 | 386,123 | — | 15,000 | — | 5,662,766 | | Voluntary Resignation | — | — | — | — | — | — | — | | Termination for Cause | — | — | — | — | — | — | — | | Steven J. Demetriou | | | | | | | | | Death/Disability | — | 1,306,422 | — | 300,000 | — | 1,195,772 | 2,802,194 | | Retirement | — | 1,306,422 | — | — | — | 1,195,772 | 2,502,194 | | Change-in-Control | — | — | — | — | — | — | — | | Qualifying Termination On or After Change-In-Control | 5,000,000 | 1,306,422 | 68,304 | — | 15,000 | 1,195,772 | 7,585,498 | | Involuntary Termination | 3,750,000 | 1,306,422 | 59,478 | — | 15,000 | 1,195,772 | 6,326,673 | | Voluntary Resignation | — | — | — | — | — | — | — | | Termination for Cause | — | — | — | — | — | — | — | | Stephen A. Arnette | | | | | | | | | Death/Disability | — | 511,203 | — | 300,000 | — | 1,729,676 | 2,540,879 | | Retirement | — | 511,203 | — | — | — | 1,729,676 | 2,240,879 | | Change-in-Control | — | — | — | — | — | — | — | | Qualifying Termination On or After Change-In-Control | 1,800,000 | 511,203 | 59,478 | — | 15,000 | 1,729,676 | 4,115,357 | | Involuntary Termination | 1,800,000 | 511,203 | 59,478 | — | 15,000 | 1,729,676 | 4,115,357 | | Voluntary Resignation | — | — | — | — | — | — | — | | Termination for Cause | — | — | — | — | — | — | — | | Travis B. Johnson | | | | | | | | | Death/Disability | — | 858,781 | — | 300,000 | — | — | 1,158,781 | | Retirement | — | 858,781 | — | — | — | — | 858,781 | | Change-in-Control | — | — | — | — | — | — | — | | Qualifying Termination On or After Change-In-Control | 2,107,785 | 858,781 | 137,620 | — | 15,000 | — | 3,119,186 | | Involuntary Termination | 2,107,785 | 858,781 | 137,620 | | 15,000 | — | 3,119,186 | | Voluntary Resignation | — | — | — | — | — | — | — | | Termination for Cause | — | — | — | — | — | — | — | | Sean Mullen | | | | | | | | | Death/Disability | — | 416,061 | — | 270,024 | — | — | 686,085 | | Retirement | — | 416,061 | — | — | — | — | 416,061 | | Change-in-Control | 2,000,000 | — | — | — | — | — | 2,000,000 | | Qualifying Termination On or After Change-In-Control | 880,384 | 416,061 | 209,135 | — | 15,000 | — | 1,520,580 | | Involuntary Termination | 880,384 | 416,061 | 209,135 | — | 15,000 | — | 1,520,580 | | Voluntary Resignation | — | — | — | — | — | — | — | | Termination for Cause | — | — | — | — | — | — | — |

  91. Outstanding Equity Awards at Fiscal Year-End Table

    1 The value for financial planning was based on a $10,000 assumption. 2 Long-Term Disability insurance payments cover up to 60% of base salary with a maximum benefit of $25,000 per month ($300,000 per year). 58 3 The value for outplacement services was based on a $15,000 assumption. 4 For equity calculations, we have used a Volume-Weighted Average Price (VWAP) for stock units of $27.5549. Additionally, this chart does not show any equity in the Amentum JV LP that would vest according to the terms of the JV agreements and award documents. As of the termination date used, these amounts were unknown.

  92. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K under the Securities Act, we are providing the following information about the relationship between “Compensation Actually Paid” (herein referred to as “CAP”) to our CEO and our other NEOs as compared to the Company’s GAAP Net Income and our Company-selected performance measure, Adjusted EBITDA. For further information concerning Amentum’s performance-based approach to executive compensation and how Amentum aligns executive compensation with company performance, refer to the CD&A of this proxy statement. 2024 Pay vs. Performance Table

  93. Pay Versus Performance

    | Year | Summary Compensation Table Total for CEO1 | Compensation actually paid to CEO1 | Average Summary Compensation Table Total for other NEOs2,3 | Average Summary Compensation actually paid to other NEOs2,3 | TSR4 | Peer Group TSR4 | Net Income (in $MM)5 | Adjusted EBITDA (in $MM)6 | | 2024 | 2,782,479 | 2,782,479 | 2,801,993 | 2,801,993 | n/a | n/a | -82 | 1,052 |

  94. Pay Versus Performance

    1 Mr. Heller was the CEO in fiscal year 2024. He did not receive any equity awards in 2024. 2 Messrs. Demetriou, Arnette, Johnson and Mullen were the non-CEO named executive officers for fiscal year 2024. 3 Amounts in this column represent the Summary Compensation Total plus the fair value of equity awards at year-end for awards granted in the year, the change in fair value of equity awards at year-end (from the end of the prior year) for equity awards granted in previous years, the fair value of equity awards on the vest date for equity awards which were granted and vested in the year, and the change in fair value of equity awards at year-end (from the vest date) for equity awards which vested in the year, as applicable. For a reconciliation, see the table below. 4 Amentum’s 2024 TSR cannot be calculated for fiscal year 2024 because the Company’s stock did not begin trading until fiscal year 2025. Peer group TSR is also excluded as it is not relevant for 2024 comparison purposes. 5 Based on net income, determined in accordance with generally accepted accounting principles, as shown in our financial statements. 6 Pro Forma Adjusted EBITDA is the Company-selected measure for fiscal year 2024 for purposes of this table.

  95. Pay Versus Performance

    | Item and Value Added (Deducted) | FY2024 | | For CEO: | | | Summary Compensation Table Total | $2,782,479 | | - Summary Compensation Table “Option Awards” column value | $— | | - Summary Compensation Table “Stock Awards” column value | $— | | + year-end fair value of outstanding and unvested equity awards granted in the fiscal year | $— | | +/- change in fair value of outstanding and unvested equity awards granted in prior years | $— | | + vest date fair value of equity awards granted in the covered year | $— | | +/- change in fair value of prior-year equity awards vested in the fiscal year | $— | | Compensation Actually Paid | $2,782,479 |

  96. Pay Versus Performance

    | Item and Value Added (Deducted) | FY2024 | | For Non-CEO named executive officers: | | | Summary Compensation Table Total | $2,801,993 | | - Summary Compensation Table “Option Awards” column value | $— | | - Summary Compensation Table “Stock Awards” column value | $— | | + year-end fair value of outstanding and unvested equity awards granted in the fiscal year | $— | | +/- change in fair value of outstanding and unvested equity awards granted in prior years | $— | | + vest date fair value of equity awards granted in the covered year | $— | | +/- change in fair value of prior-year equity awards vested in the fiscal year | $— | | Compensation Actually Paid | $2,801,993 |

  97. Pay Versus Performance

    59 Relationship Between Compensation Actually Paid (CAP) and Performance Measures Amentum has only one year of CAP as a standalone publicly-traded company and, as of September 27, 2024, no trading history. This limits our narrative description regarding the relationships of CAP to various performance measures, as we do not yet have year-over-year comparisons of CAP to financial measures or TSR. We expect to further expand our narrative descriptions regarding CAP and performance measures in future years. Most Important Financial Measures In fiscal year 2024, STI Adjusted EBITDA and Days Sales Outstanding (DSO) were the primary measures used in our incentive plan, representing the most important financial measures we use to link CAP to performance, as listed below. In 2025, we have added additional measures for Free Cash Flow (FCF) and Net Debt Reduction to our incentive program, as further described in our CD&A.

  98. Pay Versus Performance

    | FY24 Most Important Financial Measures | FY25 Most Important Financial Measures | | STI Adjusted EBITDA | Adjusted EBITDA | | Days Sales Outstanding (DSO) | Days Sales Outstanding (DSO) | | | Free Cash Flow (FCF) | | | Net Debt Reduction |

  99. Pay Versus Performance

    60 COMPENSATION COMMITTEE REPORT The Compensation Committee has reviewed and discussed the Compensation Discussion & Analysis ("CD&A") included in this proxy statement with members of management, and based on such review and discussions, the Compensation Committee recommended to the Board that the CD&A be included in this proxy statement. THE COMPENSATION COMMITTEE Russell Triedman (Chair) Benjamin Dickson General Ralph E. Eberhart S. Leslie Ireland 61 AUDIT COMMITTEE REPORT The Audit Committee is composed of four directors identified below, each of whom is an independent director as defined by the applicable SEC rules and the NYSE listing standards. Two committee members, Barbara L. Loughran and Sandra E. Rowland, have been designated by the Board as “audit committee financial experts” under applicable SEC rules. For further description of each committee member’s background and expertise, please refer to the "Director Nominees" section of our proxy statement beginning on page 8. The Audit Committee is responsible for assisting the Board in fulfilling its oversight responsibilities relating to, among other things, the Company’s accounting, auditing, and financial reporting processes, internal controls, compliance with legal and regulatory requirements and its code of ethics, and risk management processes, as discussed more fully in the Audit Committee charter, a copy of which is available on our website, www.amentum.com. In accordance with its charter, the Audit Committee appoints the Company’s independent registered public accounting firm, EY, subject to stockholder ratification, and conducts an annual review of its performance. In addition, the Audit Committee pre-approves all audit and permissible non-audit services provided by EY and the fees for those services. The Audit Committee also oversees the Company’s internal audit function, including its annual audit plan, budget, and staffing. As part of its oversight role, the Audit Committee meets throughout the year, separately and together, with each of management, the Company's internal auditors, and EY. Management has the primary responsibility for the Company's financial statements and accounting and reporting processes, including the systems of internal accounting control. EY is responsible for performing an independent audit of the consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”), and rendering opinions on whether the financial statements are in conformity with accounting principles generally accepted in the United States and, when required, the effectiveness of the Company’s internal control over financial reporting. The Audit Committee has reviewed and discussed with management of the Company and EY, the audited consolidated financial statements of the Company for the fiscal year ended September 27, 2024 (the “Audited Financial Statements”). The Audit Committee also reviewed any significant audit findings identified by EY, and those identified by the Company's internal auditors as well as management's responses thereto. In addition, the Audit Committee discussed with EY the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. The Audit Committee has also: (i) considered whether non-audit services provided by EY are compatible with its independence; (ii) received the written disclosures and the letter from EY required by the applicable requirements of the PCAOB regarding EY’s communications with the Audit Committee concerning independence; and (iii) discussed with EY its independence. Based on the reviews and discussions described above, the Audit Committee recommended to the Board that the Audited Financial Statements be included in our Annual Report on Form 10-K for the fiscal year ended September 27, 2024 for filing with the SEC. THE AUDIT COMMITTEE Sandra E. Rowland (Chair) General Vincent K. Brooks S. Leslie Ireland Barbara L. Loughran 62 PRE-APPROVAL OF SERVICES BY INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee pre-approves all audit, audit-related, tax, and other services performed by our independent auditors. The Audit Committee pre-approves specific categories of services. Unless the type of service had previously been pre-approved, the Audit Committee must approve that specific service before the independent auditors may perform it. 63 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES The following table presents the fees for services performed by the principal accounting firm, EY, during fiscal years 2024 and 2023 for Amentum Holdings, Inc. (Amentum Parent Holdings LLC prior to the Transaction).

  100. Pay Versus Performance

    | (Amounts in thousands) | FY2024 | FY2023 | | Audit fees1 | $6,959 | $4,276 | | Audit-related fees2 | 1,671 | 39 | | Tax fees3 | 617 | 679 | | All other fees4 | 51 | 17 | | Total5 | $9,298 | $5,011 |

  101. Pay Versus Performance

    1 “Audit fees” principally include those for services related to the audit and quarterly reviews of the Company’s consolidated financial statements and consultation on accounting matters. 2 These fees include fees for services that are normally provided in connection with the Company's statutory and regulatory filings and fees incurred in connection with the Transaction. 3 “Tax fees” principally include domestic and foreign tax compliance and advisory services. 4 “All other fees” consist of fees not reported under the categories above. 5 EY performed additional services for Jacobs as part of the Transaction that are not included in the amounts above. 64 PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Audit Committee has appointed EY as the independent auditors to perform an integrated audit of the Company for the fiscal year ending October 3, 2025. EY served as our independent auditors for the fiscal year ended September 27, 2024. Stockholder approval of the appointment is not required. The Board believes that obtaining stockholder ratification of the appointment is a sound corporate governance practice. If the stockholders do not vote on an advisory basis in favor of EY, the Audit Committee will reconsider whether to hire the firm and may retain EY or hire another firm without resubmitting the matter for stockholders to approve. The Audit Committee retains the discretion at any time to appoint a different independent auditor. Representatives of EY are expected to be present at the Annual Meeting, available to respond to appropriate questions, and will have the opportunity to make a statement if they desire.

  102. Pay Versus Performance

    | The Board of Directors recommends a vote FOR ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for fiscal year 2025. |

  103. Pay Versus Performance

    65 PROPOSAL 3: ADVISORY VOTE ON COMPANY'S EXECUTIVE COMPENSATION As required by Section 14A of the Exchange Act, the Company is providing stockholders with a non-binding advisory vote on the fiscal year 2024 compensation of our named executive officers, as disclosed in the CD&A, the accompanying compensation tables, and the related narrative disclosure in this proxy statement, commonly referred to as the “Say-on-Pay” vote. Although this vote is advisory, the Board and the Compensation Committee value the opinions of our stockholders and will review and consider the voting results when making future compensation decisions for our named executive officers. As set forth in Proposal 4, the Company is providing stockholders with an advisory vote on the frequency of say-on-pay votes at the Annual Meeting. The Board and the Compensation Committee will consider the outcome of the vote in its determination of how frequently we should conduct a say-on-pay vote going forward. You should read the CD&A and the compensation tables in determining whether to approve this proposal. The Board submits the following resolution for a stockholder vote at the 2025 Annual Meeting of Stockholders: RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders pursuant to Item 402 of Regulation S- K, including the executive compensation tables and the related narrative discussion, is hereby APPROVED.

  104. Pay Versus Performance

    | The Board of Directors recommends a vote FOR the approval, on an advisory basis, of the compensation paid to our named executive officers in fiscal year 2024 as disclosed in this proxy statement. |

  105. Pay Versus Performance

    66 PROPOSAL 4: ADVISORY VOTE ON FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION Our Company’s stockholders are asked to cast an advisory vote to approve the compensation paid to our named executive officers in 2024 as described in this proxy statement. At least once every six years, the Dodd- Frank Act enables our stockholders to indicate how frequently they believe we should seek an advisory vote on the compensation of our named executive officers. We are seeking an advisory, non-binding determination from our stockholders as to the frequency with which stockholders would like to have an opportunity to provide an advisory approval of our executive compensation program. We are providing stockholders the option of selecting a frequency of every one, two or three years, or abstaining. For the reasons described below, we recommend that our stockholders select a frequency of every one year. •A one-year time period between advisory votes will enhance our Board’s understanding of the reasons for positive or negative vote results. An annual vote will provide near-immediate feedback on compensation decisions and allow the Board to link the results of each advisory vote to specific compensation actions or decisions. •Many of our compensation decisions, including salary adjustments and determination of annual cash incentive awards and long-term incentive awards, are made annually. An annual advisory vote aligns with the timing of these decisions and allows our stockholders a formal opportunity to express their view on each year’s compensation decisions. •An annual advisory vote is consistent with corporate governance principles that encourage regular engagement with stockholders. The Board considers frequent solicitation of our stockholders’ views, including on matters of executive compensation, as an important component of corporate governance. Based on the factors discussed above, our Board recommends that future say-on-pay votes occur every year until the next frequency vote. Stockholders are not being asked to approve or disapprove our Board’s recommendation, but rather to indicate their choice among the following say-on-pay frequency options: every one year, every two years or every three years, or to abstain from voting. With respect to this proposal, if none of the frequency alternatives (one year, two years or three years) receives a majority vote, we will consider the frequency that receives the highest number of votes by stockholders to be the frequency that has been selected by our stockholders. This vote is advisory and therefore not binding on our Company, our Compensation Committee or our Board. Although the vote is non-binding, our Board values the opinions of our stockholders and will take into account the outcome of the vote when considering how frequently we should conduct a say-on-pay vote going forward. However, because this vote is advisory and not binding on our company or our Board, our Board may decide that it is in our Company’s and our stockholders’ best interests to hold an advisory vote on executive compensation more or less frequently than the option approved by our stockholders.

  106. Pay Versus Performance

    | The Board of Directors recommends a vote for the option of ONE YEAR for the frequency of future advisory votes to approve executive compensation. |

  107. Pay Versus Performance

    67 OTHER BUSINESS The Board is not aware of any other matters to be presented at the Annual Meeting. If any other matter proper for action at the meeting should be presented, the holders of the accompanying proxy will vote the shares represented by the proxy on such matter in accordance with their best judgment. If any matter not proper for action at the meeting should be presented, the holders of the proxy will vote against consideration of the matter or the proposed action. By order of the Board of Directors, Paul W. Cobb, Jr. Secretary Chantilly, Virginia January 21, 2025 68 IMPORTANT INFORMATION ABOUT ANNUAL MEETING AND PROXY PROCEDURES The Board is soliciting proxies to be used at the Annual Meeting of Stockholders to be held virtually on March 5, 2025, beginning at 11:00 a.m. (EST) at www.virtualshareholdermeeting.com/AMTM2025.