Robert DeMichiei
About Robert A. DeMichiei
Independent director of Ampco-Pittsburgh Corporation (AP); age 60; director since 2022. Retired Executive Vice President and Chief Financial Officer of UPMC (May 2004–Jan 2020) with prior roles at General Electric and Price Waterhouse; B.S. in Business Economics, University of Pittsburgh. Serves as Audit Committee Chair; also on Executive and Nominating & Governance committees; designated by the Board as an SEC “audit committee financial expert” with NYSE-accounting expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UPMC | EVP & CFO | May 2004–Jan 2020 | Led controllership best practices; voluntary SOX 404 in 2006; led Supply Chain and Revenue Cycle; technology spin-offs |
| General Electric | Various roles | Not disclosed | Finance and operations experience |
| Price Waterhouse (Pittsburgh) | Various roles | Not disclosed | Accounting experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Waystar | Board Director; Audit, Compliance & Risk Committee Chair | Since Jan 2020 | Oversight of audit/compliance/risk |
| ACSC Management Services, Inc./Automobile Club of Southern California | Board Director | Not disclosed | Not disclosed |
| Health Catalyst (NASDAQ: HCAT) | Strategic Advisor | Since Jan 2020 | Advisory role |
| United Way of Southwestern Pennsylvania | Director; former Board Chair & Finance Committee Chair | Not disclosed | Governance and finance leadership |
| Seton Hill University | Board of Trustees; Chair of Finance Committee | Not disclosed | Finance oversight |
| Advanced Leadership Institute | Director; Treasurer; Chair of Finance & Investment Committee | Not disclosed | Finance/investment oversight |
| CombineNet | Director (prior) | 2008–2010 | Not disclosed |
| Prodigo Solutions | Director (prior) | 2008–2019 | Not disclosed |
Board Governance
- Independence: Board determined DeMichiei (and nine of ten directors overall) are independent under AP and NYSE standards; Audit Committee members meet enhanced NYSE/SEC independence rules .
- Committee assignments: Audit (Chair), Executive, Nominating & Governance .
- Attendance: All directors attended at least 90% of applicable Board/Committee meetings in 2024; average Board attendance 91% in 2024 .
- Meeting cadence (2024): Board (9), Audit (5), Nominating & Governance (3), Executive Committee (0 meetings) .
- Leadership: Separate non-executive Board Chair (James J. Abel) and CEO; regular executive sessions of independent directors .
- Audit scope: Committee oversees accounting, internal controls, auditor appointment/pre-approval, internal audit performance, financial reporting, and cybersecurity/IT risk .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $50,000 | Payable quarterly; equity-in-lieu election permitted (none elected in 2024) |
| Board Chair fee | $60,000 | Not applicable to DeMichiei (he is not Board Chair) |
| Audit Committee Chair fee | $15,000 | Applicable to DeMichiei |
| Committee member fees | Audit: $7,500; Compensation: $5,000; Nominating & Governance: $3,750; Finance & Investment: $3,750 | No per-meeting fees; members receive fixed fees |
| 2024 Fees Earned (DeMichiei) | $64,063 | As reported in 2024 director comp table |
Performance Compensation (Director)
| Element | Grant Basis/Value | Vesting | Notes |
|---|---|---|---|
| Annual equity award (policy target) | $70,000 target | Restricted stock; 1-year cliff vest | Policy effective May 1, 2022 |
| 2024 equity grant design | Share count set using $5.50 per-share basis (vs $1.61 closing price), resulting in $20,492 grant-date fair value | 1-year vest | Intent to limit dilution; ~71% fewer shares than standard closing-price method |
| 2024 Stock Awards (reported ASC 718) | $70,004 | N/A | Table shows $70,004 for each director; note inconsistency with narrative design above |
- Disclosure note: The proxy states 2024 director equity awards were sized off $5.50/share, producing $20,492 grant-date value, but the 2024 director compensation table reports $70,004 stock awards for each director; this discrepancy should be clarified by the company before concluding on pay-for-performance alignment .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Conflict/Interlock Considerations |
|---|---|---|---|
| Waystar | Health tech/payments | Board Director; Audit/Compliance/Risk Chair | AP is industrial; no related-party transactions reported since Jan 1, 2023 |
| ACSC/Automobile Club of Southern California | Insurance/Auto services | Board Director | No related-party transactions reported since Jan 1, 2023 |
| Health Catalyst | Health analytics | Strategic Advisor | No related-party transactions reported since Jan 1, 2023 |
Expertise & Qualifications
- Financial leadership: Former EVP & CFO of a $20B+ health system; audit committee financial expert designation; financial literacy .
- Operations and technology: Led supply chain, revenue cycle, and commercialization of tech solutions at UPMC .
- Governance: Extensive board service; committee chair experience in audit/risk .
Equity Ownership
| Holder | Shares Held | Value of Shares (as of Mar 13, 2025) | Ownership Guideline Status |
|---|---|---|---|
| Robert A. DeMichiei | 65,457 | $142,042 | Directors must hold ≥3x cash retainer ($150,000 for 2024); policy restricts selling >50% of grant shares until compliant; progress reviewed annually |
- Hedging/pledging: Policies prohibit hedging and pledging and provide clawback pursuant to SEC Rule 10D-1 and NYSE 303A.14; generally prohibit tax gross-ups .
Governance Assessment
- Strengths: Independent audit chair with “financial expert” designation; enhanced audit committee independence; explicit cybersecurity oversight in audit charter; robust ownership guidelines and hedging/pledging prohibitions; regular executive sessions; high director attendance in 2024 (≥90%) .
- Alignment watchpoint: DeMichiei’s reported holdings ($142,042) are below the $150,000 ownership guideline target; though policy limits share sales and mandates annual progress reviews, this shortfall modestly weakens near-term “skin-in-the-game” alignment .
- Compensation clarity red flag: Narrative indicates 2024 director equity grants sized to $5.50/share producing $20,492 grant-date value, while the compensation table reports $70,004 stock awards per director; investors should request reconciliation of ASC 718 accounting vs grant sizing mechanics to assess dilution and true at-risk equity value .
- Related-party/Interlocks: Proxy reports no related-party transactions >$120,000 since Jan 1, 2023; external roles appear unrelated to AP’s operations, reducing conflict risk .
Signals for investors: A financially sophisticated, independent audit chair with cyber oversight is a positive governance signal. Ownership guideline shortfall and equity award disclosure inconsistency warrant follow-up to confirm alignment and compensation transparency .