William Lieberman
About William K. Lieberman
Independent director of Ampco‑Pittsburgh Corporation since 2004; age 78. President of The Lieberman Companies (insurance brokerage and consulting) since May 2015, with more than forty years of management experience in insurance, benefits, and risk management. Current board roles: Chair, Nominating & Governance; member, Compensation; member, Executive. The Board has affirmatively determined he is independent under NYSE standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Lieberman Companies | President | May 2015–present | Insurance, benefit and risk management leadership |
| Various charitable companies, hospitals, universities | Director/Trustee | Not disclosed | Broad governance and leadership service |
External Roles
- No current public company directorships disclosed in the proxy biography for Mr. Lieberman.
Board Governance
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Committee assignments and chair roles:
- Nominating & Governance Committee — Chair
- Compensation Committee — Member
- Executive Committee — Member
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Committee activity and attendance:
- 2024 meetings: Audit (5), Compensation (6), Executive (0), Finance & Investment (7), Nominating & Governance (3), Board (9)
- All directors attended at least 90% of applicable Board and Committee meetings in 2024; average Board attendance 91%
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Independence and leadership structure:
- Determined independent under NYSE and company standards
- Separate non‑executive Board Chair (James J. Abel) and CEO structure with regular executive sessions of non‑management directors
Fixed Compensation
| Element (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 50,000 | Non‑employee director retainer |
| Nominating & Governance Committee Chair fee | 7,500 | Chair fee includes member fee; no per‑meeting fees |
| Compensation Committee member fee | 5,000 | Member fee; no per‑meeting fees |
| Total cash fees (Mr. Lieberman) | 62,500 | Sum of retainer + chair + member fees |
| Stock awards (reported ASC 718 grant-date fair value) | 70,004 | Aggregate grant-date fair value per ASC 718 |
| Total 2024 director compensation (Mr. Lieberman) | 132,504 | Fees + stock awards |
Director fee schedule (program design): non‑employee director equity award target $70,000; Board Chair + committee chair/member fees per schedule; directors do not receive meeting fees.
Performance Compensation
- Directors receive annual restricted stock grants that vest on the one‑year anniversary of grant date; no performance‑conditioned director awards disclosed (equity is time‑based).
Equity grant mechanics (2024):
| Item | Detail |
|---|---|
| Target equity grant (program) | $70,000 target |
| Closing price on grant date | $1.61 (used for fair value) |
| Share count determination | Based on $5.50 per share to limit dilution |
| Resulting grant-date fair value | $20,492 (substantially fewer shares than at $1.61) |
| Vesting | Restricted stock vests one year from grant date |
Note: While the program narrative states the 2024 annual stock award was worth $20,492 at grant (due to using $5.50 for share count), the 2024 director compensation table reports $70,004 ASC 718 grant‑date fair value for Mr. Lieberman; this reflects proxy‑reported accounting values.
Other Directorships & Interlocks
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Committee interlocks: Mr. Lieberman serves with Stephen E. Paul on the Compensation Committee; Lieberman chairs Nominating & Governance with members Robert A. DeMichiei and Laurence E. Paul.
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Significant shareholders on/linked to Board (context for potential influence; not an interlock for Mr. Lieberman):
- The Louis Berkman Investment Company beneficially owns 19.74% of common stock; directors Laurence E. Paul and Stephen E. Paul are Presidents/trustees related to LBIC’s non‑voting stock.
- Mario J. Gabelli beneficially owns 23.86% (including warrants).
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Related‑party transactions: Company policy requires Nominating & Governance review for related‑party transactions >$120,000; none were reported since January 1, 2023.
Expertise & Qualifications
- Core qualifications: extensive management experience in insurance, benefits, and risk management; broad leadership and governance experience across charitable, hospital, and university boards.
Equity Ownership
| Metric | Amount |
|---|---|
| Shares held (Mr. Lieberman) | 63,184 |
| Value of shares held ($) | 137,109 |
| Director stock ownership guideline | $150,000 (3× annual cash retainer) |
| Compliance status | Below guideline; directors not in compliance cannot sell/transfer >50% of Corporation‑granted shares until levels are met; progress reviewed annually |
| Restricted stock scheduled to vest (near‑term) | 12,728 shares within sixty days (as of March 13, 2025) |
Governance Assessment
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Strengths
- Independent director; chairs Nominating & Governance — central to board composition, governance policies, and annual board/committee assessments.
- High engagement: all directors ≥90% attendance; average Board attendance 91%.
- Governance safeguards: prohibitions on hedging/pledging, clawback policy, independent committees, regular executive sessions, separate Chair/CEO.
- Use of independent compensation consultant (Pay Governance) for director and executive compensation program reviews.
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RED FLAGS / Watch items
- Ownership alignment: Mr. Lieberman’s holdings ($137,109) are below the $150,000 director ownership guideline; while a compliance path exists (sale/transfer limits until guideline met), this is a near‑term alignment shortfall.
- Shareholder concentration context: significant stakes by LBIC (19.74%) and Gabelli (23.86%); while not a disclosed conflict for Mr. Lieberman, this concentration warrants continued vigilance on committee independence and candidate selection processes led by Nominating & Governance.
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Conflicts and related‑party exposure
- No related‑party transactions >$120,000 disclosed since Jan 1, 2023.
- Audit/Compensation independence affirmed; hedging/pledging prohibited for directors.
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Director compensation structure signals
- Equity grants constrained by using $5.50 share price to limit dilution in a low stock price environment; grants vest over one year for directors — viewed as shareholder‑friendly dilution management.