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Item 5.02
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Departure of Directors or Certain Officers; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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(c) As previously reported by Superior Industries International, Inc. (the “Company”), on
June 30, 2019, Dr. Wolfgang Hiller resigned from his position as Senior Vice President, European Operations and Aftermarket of the Company to pursue other interests. On October 4, 2019, the Company announced that it has appointed
Andreas Meyer to serve as its Senior Vice President, President Europe, effective November 1, 2019.
Mr. Meyer, 54, was previously the Senior
Vice President of Snop / Tower Automotive Holding GmbH, a first tier automotive supplier, from January 2017 to October 2019. Prior to that, he served as Tower’s Vice President of Operations from July 2015 to January 2017. From July 2013 to June
2015, Mr. Meyer was the Managing Director of Hörmann Automotive GmbH (“Hörmann”), a first tier automotive supplier. Mr. Meyer also served as Managing Director of Hörmann Automotive Components from October 2007 to
June 2015. Prior to that Mr. Meyer served as Director of Business Unit Stampings and Plant Manager Gustavsburg, MAN Nutzfahrzeuge AG (2005-2007), Managing Director MAN Star Trucks & Buses sp.z.o.O and Plant Manager Starachowice
(2002-2004) and Director Production Planning MAN Buses (2001-2002) at MAN Nutzfahrzeuge AG, an original equipment manufacturer of trucks and buses. Mr. Meyer graduated from Helmut Schmidt University Hamburg with a degree in business management.
There are no family relationships between Mr. Meyer and any of the directors and executive officers of the Company, nor are there transactions in
which Mr. Meyer has an interest requiring disclosure under Item 404(a) of Regulation S-K. Except for the Employment Agreement (as defined below), there are no arrangements or understandings between
Mr. Meyer and the Company, its officers or directors, or, to the Company’s knowledge, any other person, pursuant to which Mr. Meyer was selected as an officer of the Company.
Mr. Meyer entered into a management board member service contract in connection with his appointment as the Company’s Senior Vice President,
President Europe, effective November 1, 2019 (the “Employment Agreement”). The Employment Agreement is subject to an initial three-year term, with one-year automatic renewals thereafter.
Pursuant to the Employment Agreement, Mr. Meyer will receive a fixed gross salary of €345,000 and employee benefits including a monthly allowance for health insurance and retirement benefits, use of a company car, paid time off and
reimbursement of business expenses. Mr. Meyer is also eligible to receive a 2019 annual cash performance bonus with a target opportunity of 55% of his salary (prorated for the period from November 1, 2019 through December 31, 2019)
and long-term equity incentive awards for each of 2020, 2021 and 2022 with a target of 80% of his salary. The payment of any long-term equity incentives thereafter will be in the sole discretion of the Board of Directors of the Company and the
Supervisory Board of Superior Industries Europe AG. Mr. Meyer is subject to a non-competition provision lasting for one year following the termination of the Employment Agreement, during which period
Mr. Meyer would receive compensation equal to 50% of the most recent base salary paid to him prior to the termination thereof, subject to potential reduction for compensation received from a subsequent employer. In the event of a change of
control of the Company (as defined in the Company’s 2018 Equity Incentive Plan), Mr. Meyer may terminate the Employment Agreement within the three months thereafter and in such case, would be entitled to receive a payment equal to three
months of his salary in exchange for a release of claims.