Amentum 8K Departure of Directors or Certain Officers

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): November 6, 2024

Amentum Holdings, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-42176	99-0622272
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

4800 Westfields Blvd., Suite #400

Chantilly, Virginia 20151

(703) 579-0410

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K 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, $0.01 par value	AMTM	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. ☐

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

Officers; Compensatory Arrangements of Certain Officers.

On November 6, 2024, Amentum Holdings, Inc. (the “Company”), approved the Amentum Holdings, Inc. Severance

Plan for Key Employees (the “Severance Plan”), forms of award agreements to evidence awards of restricted stock

units (“RSUs”) granted to employees (the “RSU Award Agreement”), RSUs granted to non-employee directors (the

“Non-Employee Director RSU Award Agreement”) and RSUs that vest subject to performance-based criteria

(“PSUs”) (the “PSU Award Agreement” and collectively with the RSU Award Agreement and Non-Employee

Director RSU Award Agreement, the “Award Agreements”) and an employment agreement (each, an “Employment

Agreement”) with each of Steven J. Demetriou, John E. Heller, Stephen Arnette and Travis B. Johnson (the

“Executives”). The Severance Plan, each Award Agreement and each Employment Agreement was approved by the

Compensation Committee of the Company’s Board of Directors (the “Committee”). A summary description of each

is set forth below. Capitalized terms used and not otherwise defined herein shall have the meanings specified in the

relevant plan or agreement.

Amentum Holdings, Inc. Severance Plan for Key Employees

The Severance Plan is effective as of November 6, 2024. The Severance Plan 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 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:

oThe 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));

oAn 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

oDuring 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 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 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:

oThe 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);

oAn 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;

oDuring 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 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

oThe 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.

The foregoing description of the Severance Plan is hereby qualified in its entirety by reference to the full text of the

Severance Plan, which is filed herewith as Exhibit 10.1 and incorporated by reference herein.

Forms of RSU Award Agreement, Non-Employee Director RSU Award Agreement and PSU Award Agreement

On November 6, 2024, the Committee adopted the Award Agreements to be granted under Amentum Holdings, Inc.

2024 Stock Incentive Plan (the “Equity Plan”). Each of the Award Agreements (a) provides for the grant of RSUs or

PSUs, respectively, to an Eligible Individual under and as defined in the Equity Plan, which may, among other

things, be subject to (i) vesting in accordance with the vesting schedule provided in the applicable grant notice

(RSUs will vest based on continued service while the PSUs will vest based on the achievement of performance

criteria during the performance period) and (ii) certain transfer restrictions, and (b) authorizes the Company to cause

shares to be sold on the Eligible Individual’s account to cover applicable withholding taxes due upon vesting of the

shares underlying the RSUs or PSUs, as applicable. The Non-Employee Director RSU Award Agreement also

provides that all of the RSUs will vest in full immediately prior to a change in control (as defined in the Equity

Plan), subject to the holder’s continued service through such date.

The foregoing description of the Award Agreements is hereby qualified in its entirety by reference to the full text of

the Award Agreements, which are filed herewith as Exhibits 10.2, 10.3 and 10.4 and incorporated by reference

herein.

Employment Agreements with Messrs. Demetriou, Heller, Arnette and Johnson

Each Employment Agreement sets forth the applicable Executive’s current position and provides for an annual base

salary, a target annual performance bonus as a percentage of annual base salary, the reimbursement of business

expenses, eligibility to participate in the Company’s long-term incentive compensation plans and any employee

benefit plan maintained by the Company for the benefit of its employees generally and severance benefits upon

certain Involuntary Terminations of employment, as described in more detail below. The terms of the Employment

Agreements are similar, except to the extent indicated below.

Position; Base Salary; Annual Bonus; Long-Term Incentive Compensation Eligibility

Each Employment Agreement includes the Executive’s position, annual base salary, and target annual bonus as a

percentage of annual base salary as follows:

•Mr. Demetriou is employed as Executive Chair of the Company with compensation for two years following

September 27, 2024 (the “Initial Term”) that shall include an annual base salary equal to $1,250,000 and a

target annual bonus equal to 100% of his annual base salary with the same performance conditions

applicable to the annual bonus payable to the Chief Executive Officer (the “Annual Bonus”). If Mr.

Demetriou remains employed through the Initial Term, he shall be entitled to payment of the full earned

Annual Bonus for fiscal year 2026 regardless of whether he remains employed through the applicable

payment date. Mr. Demetriou is eligible to participate in the long-term incentive compensation plans of the

Company with a target annual long-term incentive award equal to $2,500,000 per year. Each long-term

incentive award granted to Mr. Demetriou during the Initial Term shall vest no later than the first

anniversary of the date of grant, subject solely to continued service through the applicable vesting date(s).

If Mr. Demetriou remains employed through the Initial Term, he shall be entitled to vest in the full long-

term incentive award granted for fiscal year 2026 regardless of whether he remains employed through the

first anniversary of the date of grant (or any earlier vesting date(s)) of such award. Following the Initial

Term, if Mr. Demetriou continues in the role of Executive Chair, compensation will then be determined by

the Committee.

•Mr. Heller is employed as Chief Executive Officer of the Company with an annual base salary equal to

$1,225,000 and a target annual bonus equal to 140% of his annual base salary. Mr. Heller is eligible to

participate in the long-term incentive compensation plans of the Company.

•Mr. Arnette is employed as Chief Operating Officer of the Company with an annual base salary equal to

$750,000 and a target annual bonus equal to 100% of his annual base salary. Mr. Arnette is eligible to

participate in the long-term incentive compensation plans of the Company.

•Mr. Johnson is employed as Chief Financial Officer of the Company with an annual base salary equal to

$650,000 and a target annual bonus equal to 100% of his annual base salary. Mr. Johnson is eligible to

participate in the long-term incentive compensation plans of the Company.

Each of Mr. Demetriou and Mr. Heller will also serve (for Mr. Demetriou, such service will be during the Initial

Term) as a member of the Board of Directors of the Company without any additional compensation for such service.

Mr. Demetriou’s Employment Agreement commits the Company to nominate Mr. Demetriou for reelection to the

Board at each annual meeting of the Company during the Initial Term.

Severance

Severance upon Termination for Cause or without Good Reason

In the event that the Company terminates the Executive for “Cause” or if the Executive elects to terminate

employment with the Company without “Good Reason,” each 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 annual

bonus 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 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 in favor of the Company:

(a)the Accrued Rights;

(b)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”):

a.For Mr. Demetriou and Mr. Arnette, 1.5 times the sum of the annual base salary and target annual

bonus; and

b.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 the Company) prior to the year in which the Executive’s termination

occurs;

(c)a prorated annual bonus for the fiscal year in which the termination occurs, based on actual performance

(the “Pro-Rata Bonus”);

(d)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;

(e)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 active senior management employees

of the Company during the Severance Period;

(f)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;

(g)reasonable outplacement services during the Severance Period; and

(h)in the case of Mr. Demetriou, any unvested long-term incentive award granted to him during the Initial

Term shall 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,

any unvested long-term incentive award held by him shall 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

In the event any 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 shall

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 of the Transaction (the “Closing Date”), any

unvested long-term incentive awards of the Company held by Mr. Arnette as of the date of such termination shall

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.

Other Terms and Provisions

The Employment Agreements include non-competition, non-solicitation of employees and customer restrictions,

non-disclosure of confidential information and other customary restrictive covenants.

The Employment Agreements provide that if any payments or benefits provided to the Executive would constitute

excess parachute payments within the meaning of Section 280G of the Code, and would be subject to the excise tax

imposed under Section 4999 of the Code, the payments or benefits will be reduced by the amount required to avoid

the excise tax, if such reduction would give the Executive a better after-tax result than if he received the full

payments and benefits and paid the excise tax.

Term of the Employment Agreements

During the Initial Term, Mr. Demetriou’s employment may not be terminated other than by the Company for Cause

or as a result of his death or disability. Such employment with the Company is “at will” following the initial term if

Mr. Demetriou continues in his role as Executive Chair of the Company.

The initial term of the employment of each of Mr. Heller, Mr. Johnson and Mr. Arnette is two years from the

Closing Date, which term will automatically renew for subsequent one-year terms unless either party provides notice

of non-renewal at least 60 days prior to the end of the then-current term. Such employment with the Company is “at

will” and, subject to certain provisions of the Employment Agreements, such employment under the Employment

Agreements may be terminated by the Company or the applicable Executive at any time and for any reason, with or

without prior notice.

The foregoing description of each of the Employment Agreements is hereby qualified in its entirety by reference to

the full text of each of the Employment Agreements, which are filed herewith as Exhibits 10.5, 10.6, 10.7 and 10.8

and incorporated by reference herein.

RSU Awards for Messrs. Heller, Arnette and Johnson

On November 6, 2024, the Company awarded Messrs. Heller, Arnette and Johnson RSUs in the amount of

$1,000,000, $750,000 and $750,000, respectively, subject to the terms of the Plan and respective Employment

Agreements. One-half of the RSUs shall vest on the 18th month and three-year anniversaries of the date of grant.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description
10.1		Amentum Holdings, Inc. Severance Plan for Key Employees
10.2		Form of Restricted Stock Unit Award Agreement for grants under the Amentum Holdings, Inc. 2024 Stock Incentive Plan
10.3		Form of Non-Employee Director Restricted Stock Unit Award Agreement for grants under the Amentum Holdings, Inc. 2024 Stock Incentive Plan
10.4		Form of Performance Share Unit Award Agreement for grants under the Amentum Holdings, Inc. 2024 Stock Incentive Plan
10.5		Employment Agreement by and between Steven J. Demetriou and Amentum Holdings, Inc.
10.6		Employment Agreement by and between John E. Heller and Amentum Holdings, Inc.
10.7		Employment Agreement by and between Travis B. Johnson and Amentum Holdings, Inc.
10.8		Employment Agreement by and between Stephen Arnette and Amentum Holdings, Inc.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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.


	AMENTUM HOLDINGS, INC.

Date: November 13, 2024	By:	/s/ Paul W. Cobb, Jr.
		Name:	Paul W. Cobb, Jr.
		Title:	Secretary

Amentum (AMTM) 8-KDeparture of Directors or Certain Officers