James Abel
About James J. Abel
James J. Abel is an independent, non‑executive Board Chair of Ampco‑Pittsburgh Corporation (ticker: AP), serving on the Board since 2014; he is 79 years old as of the 2025 annual meeting timeline, with a background in senior executive leadership, financial management, and manufacturing operations . His prior roles include Interim President & CEO of CPI Corporation (2012–2013) and President & CEO of Financial Executives International (2008–2009); he holds a B.S. in industrial engineering from Purdue University and an MBA in accounting from St. John’s University (NY) . The Board has determined Mr. Abel is independent under Ampco’s standards and NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CPI Corporation | Interim President & CEO; Director | CEO: Feb 2012–Apr 2013; Director: 2004–Apr 2013 | Led turnaround/interim leadership during period of operational stress |
| Financial Executives International | President & CEO | May 2008–Feb 2009 | Led organization representing senior financial executives on reporting/internal controls |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| LGL Group, Inc. (NYSE: LGL) | Director | 2011–2014 | Public |
| CPI Corporation (OTC: CPICQ) | Director | 2004–Apr 2013 | Public (at time) |
No current public company directorships were disclosed for Mr. Abel in the latest proxy; prior public boards listed above .
Board Governance
- Role: Non‑executive Board Chair; independent under Ampco and NYSE standards .
- Committee assignments: Chair, Executive Committee; not listed as a member of Audit, Compensation, Finance & Investment, or Nominating & Governance .
- Attendance: All directors attended at least 90% of applicable Board/Committee meetings in 2024; all directors attended the 2024 Annual Meeting .
- Board structure: Ten directors (nine independent); separate Chair/CEO; independent Audit, Compensation, Nominating & Governance, and Finance & Investment Committees; regular executive sessions of non‑management directors .
| Body | 2024 Meetings | Abel role |
|---|---|---|
| Board of Directors | 9 | Board Chair |
| Audit Committee | 5 | Not a member |
| Compensation Committee | 6 | Not a member |
| Executive Committee | 0 | Chair |
| Finance & Investment Committee | 7 | Not a member |
| Nominating & Governance Committee | 3 | Not a member |
Fixed Compensation
Policy elements and Mr. Abel’s 2024 cash fees reflect his Board Chair role; committee fees apply only to Audit, Compensation, Nominating & Governance, and Finance & Investment (Executive Committee has no separate fee schedule and did not meet in 2024) .
| Element (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | 50,000 | Payable quarterly; no director elected equity in lieu of cash in 2024 |
| Board Chair fee | 60,000 | Additional cash fee for Chair |
| Committee membership fees | 0 | Abel not a member of fee‑bearing committees; Executive Committee has no listed fees |
| Meeting fees | 0 | Policy pays no per‑meeting fees; members receive flat committee fees instead |
| Total cash fees (Abel) | 110,000 | Aggregated in “Fees Earned or Paid in Cash” |
Performance Compensation
Ampco grants time‑vested restricted stock annually to non‑employee directors; the Compensation Committee adjusted 2024 awards to limit dilution in a low stock price environment .
| Award Feature | 2024 Detail |
|---|---|
| Target annual equity award | $70,000; determined under Policy |
| Grant‑date fair value (ASC 718) – Abel | $70,004 |
| Pricing basis used to set shares | $5.50 per share (vs $1.61 closing price at grant) |
| Resulting market value at grant (all non‑employee directors) | $20,492 (worth at grant date using pricing approach) |
| Vesting | One‑year anniversary of grant date (time‑based) |
| Performance metrics | None disclosed for director awards (time‑based only) |
Other Directorships & Interlocks
| Company | Sector | Relationship to Ampco | Role |
|---|---|---|---|
| LGL Group, Inc. | Industrial/Electronics | No disclosed related‑party link | Former Director (2011–2014) |
| CPI Corporation | Consumer/Retail | No disclosed related‑party link | Interim CEO; Former Director (2004–2013) |
The proxy discloses no related‑party transactions >$120,000 since January 1, 2023, mitigating interlock/conflict concerns .
Expertise & Qualifications
- Senior executive experience (interim CEO; CEO of FEI); financial management expertise; manufacturing operations experience; board experience .
- Education: B.S. industrial engineering (Purdue); MBA in accounting (St. John’s University, NY) .
- Board skills matrix: Finance, Industry, International, Leadership, Public company board, Risk management (Board skills summary lists Abel across multiple categories) .
Equity Ownership
Ampco’s stock ownership guidelines require non‑employee directors to hold stock valued at 3x annual cash retainer (i.e., $150,000 for 2024). Directors not in compliance are restricted from selling >50% of corporation‑granted shares; progress is reviewed annually .
| Holder | Shares Held | Value of Shares Held ($) | Ownership vs Guideline |
|---|---|---|---|
| James J. Abel | 137,818 | 299,065 | In excess (meets/exceeds) |
Ownership totals include direct ownership, revocable trust, joint holdings, unvested restricted stock .
Governance Assessment
- Independent, non‑executive Board Chair structure with separate CEO enhances oversight and accountability; Audit and Compensation Committees composed entirely of independent directors .
- Strong engagement: all directors attended at least 90% of meetings; all attended 2024 Annual Meeting; regular executive sessions of non‑management directors .
- Alignment mechanisms: robust stock ownership guidelines (3x retainer) with sale restrictions for non‑compliant directors; Abel substantially exceeds the guideline, signaling skin‑in‑the‑game .
- Compensation governance: independent consultant (Pay Governance LLC) advises on director pay; policy adjusted 2024 equity awards to reduce share issuance (pricing at $5.50 vs $1.61), limiting dilution in a low price environment; restricted stock vests in one year (time‑based, no performance metric) .
- Conflict controls: no related‑party transactions >$120k since Jan 1, 2023; hedging and pledging are prohibited; clawback policy adopted per SEC Rule 10D‑1 and NYSE Section 303A.14; tax gross‑ups generally prohibited; annual Say‑on‑Pay .
RED FLAGS
- None disclosed specific to Mr. Abel: no related‑party transactions, pledging/hedging prohibited by policy, and ownership exceeds guideline .
- Monitoring point: Executive Committee did not meet in 2024; while not a red flag on its own, governance effectiveness is primarily via full Board and independent committees .