Darrell McNair
About Darrell L. McNair
Darrell L. McNair is an independent director of Ampco-Pittsburgh Corporation, serving since 2022 and standing in the class of directors whose term expires at the 2026 Annual Meeting. He is President & CEO of the MVP Group of Companies (since 2000), holds an MBA in finance and marketing from Baldwin Wallace University and a B.G.S. in political science from Kent State University, and was age 62 at the 2025 Annual Meeting . The Board has determined he is independent under NYSE standards and the company’s independence guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MVP Group of Companies | President & CEO | 2000–present | Leads privately held manufacturing/services group |
| Ford Motor Company | Various positions | 1988–1996 | Corporate operations experience |
| GERIC Home Health Care, Inc. | Owner & CEO | 1996–1999 | Entrepreneurial leadership |
| Detroit Neighborhood & Family Initiative | Executive Director; Board Member | 1999–2000 | Non-profit leadership (Ford Foundation sponsored) |
| IBM | Corporate experience | Not specified | Technology/corporate exposure |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Medical Mutual of Ohio | Director | Since May 2020 | Private | Largest health insurer based in Cleveland |
| Cleveland/Cuyahoga County Port Authority | Board/Trustee/Counsel | Not specified | Public/civic | Civic and economic development |
| The President’s Council | Board/Trustee/Counsel | Not specified | Non-profit | Business leadership council |
| Minority Business Financing Advisory Board | Board/Trustee/Counsel | Not specified | Advisory | Minority business financing |
| University Hospitals; Northeast Ohio Medical University | Board/Trustee/Counsel | Not specified | Non-profit/Academic | Healthcare/education governance |
| ECM Chemicals | Board/Trustee/Counsel | Not specified | Private | Industry exposure |
| Greater Cleveland Sports Commission; Crain’s Business Diversity Council; Cleveland Federal Reserve Local Advisory Council; Jumpstart | Board/Trustee/Counsel | Not specified | Civic/Advisory | Community and business ecosystem engagement |
Board Governance
- Committee assignments: Member, Finance & Investment Committee; member, Board of Directors; not listed on Audit, Compensation, or Nominating & Governance committees .
- Attendance: All directors attended at least 90% of applicable Board and Committee meetings in 2024; all directors attended the 2024 Annual Meeting .
- Independence: Determined independent under NYSE and company standards .
- Tenure/class: Director since 2022; class of 2026; nominated pursuant to a Cooperation Agreement with Ancora and elected at the 2023 Annual Meeting .
- Executive sessions: Non-management directors meet regularly in executive session, including sessions without the CEO; Board Chair presides .
Committee Membership Detail (AP, 2024)
| Committee | Role | 2024 Meetings |
|---|---|---|
| Finance & Investment | Member | 7 |
| Audit | Not a member | 5 |
| Compensation | Not a member | 6 |
| Nominating & Governance | Not a member | 3 |
| Executive | Not a member | 0 |
Fixed Compensation
- Program structure (non-employee directors, 2024): Annual cash retainer $50,000; annual equity award target $70,000; committee member fees—Audit $7,500, Compensation $5,000, Nominating & Governance $3,750, Finance & Investment $3,750; committee chair fees—Audit $15,000, Compensation $10,000, Nominating & Governance $7,500, Finance & Investment $7,500; Board Chair fee $60,000 .
- McNair 2024 summary: Fees earned $53,750; Stock awards $70,004 (ASC 718); Total $123,754 .
| Element | 2024 Amount ($) |
|---|---|
| Annual Cash Retainer | 50,000 |
| Committee Membership Fee (Finance & Investment) | 3,750 |
| Total Cash Fees (McNair) | 53,750 |
Performance Compensation
- Equity awards (directors): Annual restricted stock; vest on the one-year anniversary of grant; no options or performance-contingent metrics disclosed for non-employee directors .
- Share and valuation methodology adjustment (2024): To limit dilution, the number of shares was based on $5.50 per share instead of the $1.61 closing price on grant date, resulting in grant-date market value of ~$20,492 for the annual stock award; however, the director compensation table reflects $70,004 measured under ASC 718 for accounting purposes .
| Feature | Details |
|---|---|
| Award Type | Restricted Stock (annual) |
| Vesting | One-year anniversary of grant |
| Pricing Basis (2024) | Fixed $5.50/share used to set shares vs $1.61 closing price |
| Grant-date Market Value (2024) | ~$20,492 |
| ASC 718 Fair Value Recognized (McNair) | $70,004 |
Other Directorships & Interlocks
- Public company directorships: None disclosed beyond Ampco-Pittsburgh; Medical Mutual of Ohio is private .
- Activism/cooperation agreement: McNair was nominated as an “Ancora Appointee” under a Cooperation Agreement with Ancora parties for the 2023 Annual Meeting; agreement includes standstill and voting covenants and terminates prior to the 2026 nomination window .
- Independence affirmation: Despite the cooperation agreement origin, the Board determined McNair is independent and without material relationships with the company .
Expertise & Qualifications
- Finance, leadership, and industrial experience spanning automotive, healthcare, and manufacturing; entrepreneurial acquisitions in multiple sectors .
- Education: MBA (finance/marketing) – Baldwin Wallace University; B.G.S. (political science) – Kent State University .
- Civic leadership and advisory roles across economic development, healthcare, and minority business finance .
Equity Ownership
- Stock ownership guidelines: Non-employee directors must hold stock equal to 3x annual cash retainer; target set at $150,000 for 2024 .
- Transfer restrictions: Directors not in compliance may not sell/transfer more than 50% of shares issued in annual equity awards; Compensation Committee reviews progress annually .
- McNair holdings (as of March 13, 2025): 44,824 shares; value $97,268; below guideline threshold (not in excess) .
| Metric | Value |
|---|---|
| Shares Held (incl. unvested restricted stock) | 44,824 |
| Estimated Value ($, 3/13/2025 close) | 97,268 |
| Ownership Guideline ($) | 150,000 (3x cash retainer) |
| Compliance Status | Below requirement; subject to sale/transfer limits |
Governance Assessment
- Strengths: Independent director; high attendance (≥90% in 2024) and Annual Meeting presence; meaningful leadership background (CEO/operator); adherence to prohibitions on hedging/pledging and presence of clawback and whistleblower policies; board conducts regular executive sessions and maintains independent standing committees .
- Alignment signals: Use of restricted stock with one-year vesting; company reduced shares granted in low-price environment to limit dilution, signaling pay-for-performance sensitivity for directors .
- Watch items / RED FLAGS: Below ownership guideline as of March 13, 2025, indicating ongoing progress needed toward full alignment; nomination via cooperation agreement with Ancora suggests activist influence—while independence is affirmed, investors may monitor for potential perceived alignment with a shareholder bloc; no service on Audit or Compensation Committees, which may limit direct influence on key oversight levers .
- Related-party transactions: None >$120,000 since January 1, 2023 per policy and disclosure .
- Say-on-Pay context: Company reports favorable say-on-pay outcomes each year since inception, supporting compensation governance credibility, though this pertains to NEOs, not directors .