American Axle boosts executive pay; CEO bonus target 160% with 700% LTIP

Rhea-AI Filing Summary

On August 6, 2025 the Compensation Committee approved increases to several named executive officers' pay to recognize their "ongoing efforts and achievements." Effective August 16, 2025, David C. Dauch, Chairman & CEO, will have a base salary of $1,300,000, an annual target bonus of 160% of base and an annual target long-term incentive opportunity of 700% of base. Michael J. Lynch, President & COO, will have a base salary of $725,000 and a long-term incentive target of 300% of base with no change to his bonus percentage.

Christopher J. May, EVP & CFO, will have a base salary of $700,000 and a long-term incentive target of 275% of base with no change to his bonus percentage. The committee also approved a base salary increase to $600,000 for Terri Kemp, Senior Vice President and Chief of Staff.

Positive

• Clear alignment of incentives: larger long-term incentive targets for senior executives (CEO 700%, COO 300%, CFO 275%)
• Retention and recognition: Compensation Committee states changes recognize executives' ongoing efforts and achievements
• Concrete effective dates and amounts: base salaries specified for CEO ($1,300,000), COO ($725,000), CFO ($700,000), Chief of Staff ($600,000)

Negative

• Higher compensation expense: increased base salaries and incentive targets will raise future cash and non-cash compensation costs
• Limited disclosure on LTIP structure: filing does not specify form, vesting or performance conditions for the increased long-term incentive opportunities

Insights

Compensation Analyst

TL;DR: Significant increases in long-term incentive targets, especially the CEO's 700% LTIP, emphasize retention and pay-for-performance alignment.

The committee approved notable increases in both base salaries and long-term incentive target percentages. The CEO's package—$1.3M base with a 160% annual bonus target and a 700% long-term incentive target—is large in absolute and relative terms compared with the other named executives listed. The changes for the COO and CFO raise their LTIP targets materially to 300% and 275% of base, respectively, while preserving existing bonus target percentages. These adjustments shift a meaningful portion of potential compensation into long-term incentives, which may align management and shareholder timelines but also increases contingent compensation obligations.

Corporate Governance Expert

TL;DR: Routine board-approved compensation refreshes; material in size but presented as recognition of management performance.

The Compensation Committee explicitly tied the increases to management's "ongoing efforts and achievements," and set effective dates and specific targets for salary, annual bonus percentages, and long-term incentive opportunities. The disclosure is straightforward and limited to amounts and percentages; it does not provide details on the form of long-term incentives or performance conditions. For governance review, the scale of the CEO's long-term target and the percent-based framing are notable facts investors and governance committees will evaluate relative to pay-for-performance metrics and award design once more disclosure is available.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 6, 2025

AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-14303		38-3161171
(Commission File Number)		(IRS Employer Identification No.)
One Dauch Drive, Detroit, Michigan		48211-1198
(Address of Principal Executive Offices)		(Zip Code)
(313) 758-2000
(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01 per share	AXL	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 6, 2025, the Compensation Committee of the Board of Directors of American Axle & Manufacturing Holdings, Inc. (“AAM”) approved adjustments to several of its named executive officers’ compensation in order to recognize their ongoing efforts and achievements as senior management of AAM. Effective August 16, 2025: David C. Dauch, our Chairman & Chief Executive Officer, will have his base salary increased to $1,300,000 with an annual target bonus opportunity of 160% of base salary and an annual target long-term incentive opportunity of 700% base salary; Michael J. Lynch, our President & Chief Operating Officer, will have his base salary increased to $725,000 and his annual target long-term incentive opportunity increased to 300% of base salary (with no change to his annual target bonus opportunity percentage); and Christopher J. May, Executive Vice President & our Chief Financial Officer, will have his base salary increased to $700,000 and his annual target long-term incentive opportunity increased to 275% of base salary (with no change to his annual target bonus opportunity percentage). The Compensation Committee also approved a base salary increase to $600,000 for Terri Kemp, Senior Vice President and our Chief of Staff, also effective August 16, 2025.

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SignatureS

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AMERICAN AXLE & MANUFACTURING HOLDINGS, INC.
Dated:  August 12, 2025	By:	/s/ Matthew K. Paroly
	Name:	Matthew K. Paroly
	Title:	Vice President, General Counsel & Secretary

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FAQ

What compensation changes did American Axle (AXL) announce for its CEO?

The Compensation Committee approved an increase to David C. Dauch's base salary to $1,300,000, an annual target bonus of 160% of base, and an annual target long-term incentive opportunity of 700% of base, effective August 16, 2025.

What are the changes for AXL's President and COO, Michael J. Lynch?

Michael J. Lynch's base salary will increase to $725,000, and his annual target long-term incentive opportunity will increase to 300% of base; his annual target bonus percentage remains unchanged.

Did AXL change the CFO's compensation in this filing?

Yes. Christopher J. May's base salary will increase to $700,000 and his annual target long-term incentive opportunity will increase to 275% of base, with no change to his annual target bonus percentage.

Who approved the executive pay changes at AXL?

The changes were approved by the Compensation Committee of the Board of Directors of American Axle & Manufacturing Holdings, Inc.

When do the approved compensation changes take effect for AXL executives?

The approved adjustments are effective on August 16, 2025.