Laurence Paul
About Laurence E. Paul
Dr. Laurence E. Paul (age 60) currently serves as an independent director of Ampco-Pittsburgh Corporation; he rejoined the Board in 2022 after a prior tenure from 1998–2018. He is Managing Principal of Laurel Crown Partners (since 2002) and previously was a Managing Director in investment banking at Donaldson, Lufkin & Jenrette and Credit Suisse (1994–2001), and became President of The Louis Berkman Investment Company in 2013. He holds an A.B. in Biology from Harvard College, an M.D. from Harvard Medical School, and an MBA from Stanford Graduate School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Donaldson, Lufkin & Jenrette / Credit Suisse | Investment Banking Managing Director | 1994–2001 | Financial management, risk assessment, strategy |
| Laurel Crown Partners | Managing Principal | 2002–present | Private investment leadership |
| The Louis Berkman Investment Company | President | 2013–present | Private investment leadership |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Harvard Medical School’s Board of Fellows | Member | Current | Non-profit governance |
| Harvard Alumni Association | Member | Current | Alumni leadership |
| Children’s Hospital of Los Angeles | Member | Current | Non-profit governance |
| Pittsburgh Steelers Sports, Inc. | Director | Current | Private company board |
| Pro Football Hall of Fame | Member | Current | Non-profit governance |
| Crew Knitwear | Director | Current | Portfolio company |
| Vereco | Director | Current | Portfolio company |
Board Governance
- Independence: The Board determined Dr. Paul is independent under NYSE listing standards and Ampco’s independence criteria .
- Committees: Audit Committee (member); Nominating and Governance Committee (member). Audit met 5 times; Nominating & Governance met 3 times in 2024 .
- Attendance: All directors attended at least 90% of applicable Board and Committee meetings in 2024 (Board held 9 meetings) .
- Engagement: The Board routinely holds executive sessions; separate non-executive Chair and CEO structure supports independent oversight .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 5 | Oversight of financial reporting, internal audit, cybersecurity |
| Nominating & Governance | Member | 3 | Director nominations, governance policies, board effectiveness |
| Full Board | Director | 9 | Independent board; average attendance 91% |
Fixed Compensation (Director)
| Component | Amount | Frequency/Terms | 2024 Notes |
|---|---|---|---|
| Annual cash retainer | $50,000 | Paid quarterly; option to elect equity in lieu of cash | No director elected equity in lieu of cash in 2024 |
| Committee member fees – Audit | $7,500 | Annual, in lieu of per-meeting fees | Applies to Audit members |
| Committee member fees – Nominating & Governance | $3,750 | Annual, in lieu of per-meeting fees | Applies to N&G members |
| Meeting fees | $0 | No per-meeting fees | Policy uses annual committee fees |
| 2024 Actual Director Compensation (Dr. Paul) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $59,688 |
| Stock Awards (ASC 718 grant-date fair value) | $70,004 |
| Total | $129,692 |
Performance Compensation (Director Equity)
| Equity Element | Value/Inputs | Vesting | Notes |
|---|---|---|---|
| Annual restricted stock award (target) | $70,000 (ASC 718) | Vests one year from grant | 2024 award sized using $5.50/share vs $1.61 closing price to limit dilution |
| 2024 “as-of grant date” market value | $20,492 | N/A | Result of sizing methodology in low stock price environment |
| Hedging/Pledging policy | Prohibited | Ongoing | Insider Trading Policy prohibits hedging and pledging |
| Clawback policy | Adopted Oct 2, 2023 | Applies to incentive comp | Administered by Compensation Committee under SEC/NYSE rules |
Equity awards for non-employee directors are time-based (no performance metrics); 2024 grants intentionally reduced share count to avoid excessive dilution in a low-price environment while maintaining target accounting value .
Other Directorships & Interlocks
- Public company directorships (current): None disclosed for Dr. Paul .
- Significant shareholder interlock: The Louis Berkman Investment Company beneficially owns 19.74% of Ampco; Dr. Paul is President and a trustee of various trusts owning 34.22% of LB’s non-voting stock (potential influence via affiliated holder) .
- Activist cooperation context: Ancora Parties’ Cooperation Agreement added directors in 2023 and includes standstill and voting provisions through the 2026 cycle; while not directly tied to Dr. Paul’s roles, it shapes board dynamics .
Expertise & Qualifications
- Financial management, risk assessment, strategy from MD roles at DLJ/Credit Suisse .
- Private investment leadership at Laurel Crown Partners and Louis Berkman Investment Company .
- Education: Harvard College (A.B.), Harvard Medical School (M.D.), Stanford GSB (MBA) .
- Board-relevant skills in finance, leadership, international experience (Board skills matrix lists Laurence E. Paul with finance, industry, international, leadership, public company board experience) .
Equity Ownership
| Holder | Shares/Units | Nature of Ownership | % of Class |
|---|---|---|---|
| Dr. Laurence E. Paul (aggregate beneficial) | 4,278,184 | 58,912 direct; 12,728 restricted stock vesting within 60 days; 10,325 warrants directly; plus LB Company’s 3,034,792 common and 1,161,427 warrants attributed as beneficial via role and trust interests | 20.11% |
| Non-employee director holdings (value-based compliance) | 71,640 shares; $155,459 value | Meets/exceeds director stock ownership guideline ($150,000 target = 3x retainer); marked as in excess (X) | Compliant |
Stock Ownership Guidelines (Directors): 3x annual cash retainer ($150,000 for 2024); directors not in compliance may not sell/transfer >50% of Corporation-granted shares until compliant . Hedging/pledging prohibited by policy .
Governance Assessment
- Independence and committee service: Independent status with active roles on Audit and Nominating & Governance committees supports board effectiveness and risk oversight; attendance ≥90% indicates engagement .
- Ownership alignment: Dr. Paul exceeds director stock ownership guidelines; Company prohibits hedging/pledging, enhancing alignment and reducing red-flag behaviors .
- Potential conflicts: High beneficial ownership via The Louis Berkman Investment Company (19.74%) and Dr. Paul’s leadership/trustee roles could create perceived influence; however, Board reports no related-party transactions >$120,000 since Jan 1, 2023, mitigating direct transaction conflict risk .
- Compensation signals: Director compensation is modest (cash retainer plus time-based equity); 2024 equity sizing used fixed per-share price to limit dilution—shareholder-friendly, though it reduces realized award market value .
- Board structure and shareholder context: Separate Chair/CEO, regular executive sessions, and cooperation agreement with Ancora (standstill, voting) suggest an actively governed board environment; this can support investor confidence if independence and risk oversight persist .
Red Flags
- Concentrated beneficial ownership via affiliated entity (LB Company) where Dr. Paul holds leadership/trustee roles—monitor for influence over board decisions despite independence determinations .
- Warrants linked to LB Company positions; ensure ongoing adherence to related-party transaction policies and full disclosure if transactions arise .