Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On June 22, 2020, immediately following the 2020 annual meeting of stockholders
(the Annual Meeting), the Board of Directors (the Board) of Superior Industries International, Inc. (the Company) increased the size of the Board from nine to ten directors and appointed Raynard D. Benvenuti to
fill the newly-created vacancy on the Board. As described in the Companys Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2020, Mr. Benvenuti was
nominated and appointed to the Board pursuant to the Nomination Withdrawal Agreement entered into on May 5, 2020 between the Company and D.C. Capital Partners, L.P., a Delaware limited partnership (D.C. Capital). Concurrent with his
appointment to the Board, Mr. Benvenuti was appointed to the Boards Nominating and Corporate Governance Committee.
Raynard D. Benvenuti, age
63, is the founder of Concord Investment Partners, an investment and advisory firm he founded in 1996 focused on making private and public investments in aerospace, automotive and industrial companies. Through Concord Investment Partners,
Mr. Benvenuti advises various private equity investment firms, D.C. Capital and certain other firms and companies. From 2007 to January 2016, Mr. Benvenuti served in various capacities at Greenbriar Equity Group, including as a Managing
Director and operational practice leader for the aerospace and automotive/truck sectors from 2007 to December 2012 and Managing Partner from December 2012 to January 2016. Mr. Benvenuti subsequently became a senior advisor to Greenbriar from
March 2016 to June 2019. Mr. Benvenuti also served as Chairman and Interim CEO of Align Aerospace LLC, an aerospace hardware distribution company servicing commercial and military aerospace manufacturers, from Greenbriars acquisition of
the company, in 2011 to 2012. From 2002 to 2006, Mr. Benvenuti served as the President of Stellex Aerostructures Inc., a manufacturer of large structural components for commercial and military aircraft, became its CEO and a director in 2003,
and led the company from bankruptcy to profitability and its ultimate sale to GKN plc. Mr. Benvenuti previously worked at Forstmann Little & Co., a private equity firm, and McKinsey & Company, a global management consulting
firm. Mr. Benvenuti currently serves on the board of directors of NN, Inc. (NASDAQ: NNBR), an industrial manufacturer of high-precision metal and plastic components and assemblies, as well as at The Whitcraft Group, an aircraft engine
components manufacturer. Previously, Mr. Benvenuti served on the boards of directors of EDAC Technologies Inc., an aircraft engine components manufacturer, Muth Mirror Systems, an automotive blind spot detection lighting manufacturer, and
AmSafe Partners, an aviation passenger and cargo restraint manufacturer, where he also served as Chairman. Mr. Benvenuti holds a B.E. in Mechanical Engineering from Manhattan College, an M.S. in Mechanical and Aerospace Engineering from
Princeton University, and an M.B.A. from the Harvard Graduate School of Business Administration, where he graduated as a Baker Scholar.
Mr. Benvenuti will receive the same retainer fees made available to other non-employee directors of the Company
as described in the Companys 2020 proxy statement and future proxy statements. Non-employee directors also participate in the Companys Equity Incentive Plan described in the Companys 2020
proxy statement. Consistent with compensation received by the other non-employee directors for 2020, on June 22, 2020, Mr. Benvenuti received a grant of 20,000 restricted stock units under the
Companys Equity Incentive Plan and a restricted cash award in the amount of $65,600, each of which vest in full on the first anniversary of the grant date. Mr. Benvenuti will also receive indemnification to the fullest extent permitted
under Delaware General Corporation Law and the Companys Bylaws, under which the Company indemnifies, defends and holds harmless its directors from and against losses and expenses as a result of Board service.
There are no family relationships between Mr. Benvenuti and any directors, executive officer, or any person nominated or chosen by the Company to become
a director. There are no related person transactions (within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission) between Mr. Benvenuti and the Company.