Dauch Corporation · NYSE:DCH
Dauch — American Axle & Manufacturing Holdings — Proxy Contest (April 2025)
23 slides from Dauch's proxy contest presentation, Apr 23, 2025
Slide 1: American Axle & Manufacturing Holdings Shareholder Outreach Spring 2025
AMERICAN AXLE & MANUFACTURING HOLDINGS INC. SHAREHOLDER OUTREACH SPRING 2025 Spring 2025
Slide 2: Forward-Looking Statements
Forward-Looking Statements 2 In this presentation, American Axle & Manufacturing Holdings, Inc. (“AAM”) makes statements concerning its and Dowlais’ expectations, beliefs, plans, objectives, goals, strategies, and future events or performance, including, but not limited to, certain statements relate
Slide 3: Outreach Topics
Outreach Topics • AXL Overview and Current Business Profile • Corporate Governance and Executive Compensation • Shareholder Feedback and Q&A 3
Slide 4: AAM is a Leading Global Driveline Supplier
AAM is a Leading Global Driveline Supplier 4 Global leader in design, engineering and manufacturing of automotive propulsion systems and technologies to support electric, hybrid and ICE vehicles $6.1B 2024 Sales ~21,000 Employees1 16 Countries Over 75 Locations 11 Engineering and Tech Centers Metal
Slide 5: 2024 Financial Performance
2024 Financial Performance See appendix for Non-GAAP definitions and reconciliations. 2023 Financial Results 2024 Financial Results Sales $6.08 billion $6.12 billion Adj. EBITDA Margin 11.4% 12.2% Adj. Free Cash Flow $219 million $230 million Our full year financial results reflect solid profit and
Slide 6: AAM Long-Term Value Creation
AAM Long-Term Value Creation Diversification • Balanced mix of customers and geography. • Expand our product portfolio, driving opportunities with new OEMs and regions. • Agnostic to propulsion market changes. Sales • Grow above market by leveraging scale and technology. • Protect and extend the cor
Slide 7: Compelling Strategic Combination
Compelling Strategic Combination (announced on January 29, 2025) 7 Creates a leading global driveline and metal forming supplier with significant size and scale More diversified customer base with expanded and balanced geographic presence High margins with strong earnings accretion, cash flow and ba
Slide 8: Corporate Governance and Compensation Highlights
Corporate Governance and Compensation Highlights
Slide 9: Independent and Engaged Board
Independent and Engaged Board 40% Board Diversity (3 Women and 1 Black) 9 * Elizabeth Chappell and John Smith will retire from the Board effective as of the annual meeting date. The Board independence, composition, skills and qualifications information stated above reflects these retirements.
Slide 10: Compensation Linked To Strategic Business Objectives
Compensation Linked To Strategic Business Objectives AAM’s compensation philosophy supports our business strategy and performance, aligns with shareholder interests and pays competitively. Our compensation programs are designed to balance short-term performance and long-term growth. A significant po
Slide 11: Compensation to Align with Shareholder Interests
Compensation to Align with Shareholder Interests 11 Foundational Practices to Support Shareholder Value Incentive metrics linked to our strategic business objectives Robust shareholder engagement program TSR metric included in our long-term incentive program Stock ownership requirements No discretio
Slide 12: 2024 Annual Incentive Compensation
2024 Annual Incentive Compensation Financial Measures Weighting Threshold (Payout 0%) Target (Payout 100%) Maximum (Payout 200%) 2024 Actual Performance % of Target Earned 2024 Actual Payout EBITDA Margin 40% 10.00% 12.00% 13.75% 12.2% 113% 45% Operational Cash Flow 50% $400 million $500 million $62
Slide 13: 2022 Performance Awards
2022 Performance Awards 13 Adjusted Free Cash Flow: Over $789.7 million Reduce debt (nearly $500 million) Invest in our product portfolio to meet multiple propulsion trends Completed multiple strategic initiatives Maintain liquidity during industry challenges Note: For definition of Adjusted Free Ca
Slide 14: Question and Answer
Question and Answer
Slide 15: Appendix / Supplemental Data
Appendix / Supplemental Data
Slide 16: Additional Disclosures
Additional Disclosures 16 Additional Information This presentation may be deemed to be solicitation material in respect of the Business Combination, including the issuance of AAM’s shares of common stock in respect of the Business Combination. In connection with the foregoing proposed issuance of AA
Slide 17: Additional Disclosures: Quantified Financial Benefits Statement
Additional Disclosures 17 Quantified Financial Benefits Statement This presentation contains statements of estimated cost savings and synergies arising from the Business Combination (together, the “Quantified Financial Benefits Statements”). Statements of estimated cost savings and synergies relate
Slide 18: Reconciliation of Non-GAAP Measures
Reconciliation of Non-GAAP Measures 18 In addition to the results reported in accordance with accounting principles generally accepted in the United States of America (GAAP) included within this presentation, we have provided certain information, which includes non-GAAP financial measures. Such info
Slide 19: Supplemental Data: EBITDA Margin
Supplemental Data* 19 *Please refer to definition of Non-GAAP measures. 2024 Annual Incentive Performance Metrics EBITDA Margin (in millions) 2024 2023 Net income (loss) 35.0$ (33.6)$ Interest expense 186.0 201.7 Income tax expense 27.8 9.1 Depreciation and amortization 469.7 487.2 EBITDA 718.5$ 664
Slide 20: Supplemental Data: Free Cash Flow
Supplemental Data* 20 *Please refer to definition of Non-GAAP measures. (1) For purposes of calculating performance under the 2018 Omnibus Incentive Plan, an adjustment, as permitted by the Plan, was made to Adjusted Free Cash Flow for the year ended December 31, 2023. This adjustment offsets the un
Slide 21: Supplemental Data: Operational Cash Flow
Supplemental Data* 21 *Please refer to definition of Non-GAAP measures. Twelve Months Ended December 31, Operational Cash Flow: 2024 (in millions) Adjusted EBITDA 749.2$ Purchase of property, plant and equipment (248.0) Proceeds from sale of property, plant and equipment 4.0 Operational Cash Flow 50
Slide 22: Definition of Non-GAAP Measures
Definition of Non-GAAP Measures 22 EBITDA and Adjusted EBITDA We define EBITDA to be earnings before interest expense, income taxes, depreciation and amortization. Adjusted EBITDA is defined as EBITDA excluding the impact of restructuring and acquisition-related costs, debt refinancing and redemptio
Slide 23: www.aam.con @@ OO
My ® www.aam.con @@ OO
American Axle & Manufacturing Holdings — Proxy Contest (April 2025) on 6ix