Alexis Michas
BORGWARNERAbout Alexis P. Michas
Alexis P. Michas is BorgWarner’s independent Non-Executive Chair of the Board and Managing Partner of Juniper Investment Company; he is 67 years old and has served on BorgWarner’s Board since 1993 . He holds a BA from Harvard College and an MBA from Harvard Business School, with core credentials in private equity, capital markets, and M&A transactions . He is currently a director at AstroNova, Inc. and Non-Executive Chairman at Revvity, Inc. (formerly PerkinElmer) . The Board identifies him as an independent director under NYSE rules and as a central governance leader via the Non-Executive Chair role .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lincoln Educational Services Corp. | Non-Executive Chairman (former) | Until 2015 | Board leadership; governance oversight |
| Allied Motion Technologies, Inc. | Director (former) | Until July 2017 | Governance, audit/finance exposure from prior service |
| Juniper Investment Company, LLC | Founder & Managing Partner | Since 2008 | Investment leadership; public market transaction expertise |
| Aetolian Investors, LLC | Principal (Commodity Pool Operator) | N/A | Investment risk and compliance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Revvity, Inc. (NYSE: RVTY) | Non-Executive Chairman | Since Dec 2019 | Board leadership; capital markets and strategic oversight |
| AstroNova, Inc. (NASDAQ: ALOT) | Director | Since June 2022 | Public board governance |
| Theragenics Corporation (Private) | Director | N/A | Private company board governance |
Board Governance
- Independent Non-Executive Chair; presides Board meetings, executive sessions of non-employee directors, approves agendas/materials, liaises between management and independent directors, oversees evaluation processes, and engages with stockholders as appropriate .
- Committee assignments: Executive Committee Chair; the Executive Committee can act between Board meetings; it did not meet in 2024 .
- Independence: Board determined all directors except the CEO are independent under NYSE rules; Michas is independent .
- Attendance: Board met five times in 2024; all directors attended at least 75% of Board and committee meetings; all directors at the time attended the 2024 Annual Meeting .
- Executive sessions: Non-employee directors meet in executive session with Michas presiding; committees also hold executive sessions .
- Governance safeguards: Majority voting for director elections, annual director elections, independent Chair, proxy access (3%/3yrs/20%/2 nominees), stockholder right to call special meetings (20% with one-year holding), written consent right (10%), limit of 4 public company directorships per director, retirement age 72, prohibition on speculative and hedging transactions by all employees and directors, clawback policy, no poison pill .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash retainer (Non-Executive Chair) | $316,000 | Increased from $311,000 on Feb 7, 2024 |
| Equity retainer (restricted stock) | $165,000 | Granted annually in restricted stock |
| Committee membership retainers | $6,000 (CGC), $9,000 (Comp), $7,500 (Audit) | Per committee served (general director schedule) |
| Committee chair retainers | $20,000 (CGC), $25,000 (Comp), $30,000 (Audit) | Chair increments (general director schedule) |
| Meeting fees | None (Board/standing committees); up to $1,000/day for non-board events | No stock options granted to non-employee directors in 2024 |
2024 actual compensation for Alexis P. Michas:
| Year | Fees Earned (Cash) | Stock Awards (FMV) | Total | Outstanding Stock/Option Awards |
|---|---|---|---|---|
| 2024 | $315,497 | $165,000 (restricted stock) | $480,497 | 4,953 shares (restricted) outstanding |
Performance Compensation
Directors do not receive performance-based equity; equity is granted as time-vested restricted stock.
| Grant Type | Grant Date | Grant FMV | Shares/Units | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock (Annual Director Grant) | April 24, 2024 | $165,000 | 4,953 outstanding at year-end | Not specified (director awards) | FMV per share at grant $33.65 used for director awards |
Director equity and ownership alignment:
- Stock ownership guideline: 5x annual cash retainer for directors; to be met within five years of joining the Board; all directors met or were appropriately progressing by March 3, 2025 .
- Hedging/shorting/pledging: Prohibited for directors under company policies .
Other Directorships & Interlocks
| Company | Sector Overlap with BWA | Potential Interlock/Conflict Commentary |
|---|---|---|
| Revvity, Inc. | Life sciences tools | Non-automotive; no direct supplier/customer overlap disclosed |
| AstroNova, Inc. | Data visualization/printing | Non-automotive; no direct supplier/customer overlap disclosed |
| Theragenics (Private) | Medical | Private; no public interlock disclosed |
Corporate Governance Committee reviews and approves related person transactions; no Compensation Committee interlocks or Item 404 related-person relationships were disclosed for BorgWarner’s Compensation Committee .
Expertise & Qualifications
- Private equity and transactional expertise across industries; successful record managing public company investments; extensive M&A, IPOs, debt/equity offerings, and bank financing experience .
- Corporate governance knowledge from service as Non-Executive Chair, lead director, and committee member across companies .
- Board skills matrix: Board lists him under multiple attributes; the matrix includes “Audit Committee Financial Expert,” governance/legal, manufacturing, technology/clean tech, risk oversight categories across directors .
- Education: Harvard College (BA), Harvard Business School (MBA) .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % of Shares Outstanding | Includes Unvested Restricted Stock |
|---|---|---|---|
| Alexis P. Michas | 81,861 | <1% | 4,953 shares (voteable while unvested) |
Shares counted include direct/indirect voting or dispositive power; excludes future dividend reinvestments on unvested awards .
Governance Assessment
- Board effectiveness and leadership: As independent Non-Executive Chair, Michas centralizes independent oversight, presides executive sessions, and shapes agendas/materials—supporting robust Board independence and accountability .
- Committee role: Chairs the Executive Committee; while empowered to act between meetings, the committee did not meet in 2024, signaling low use of delegated authority and reliance on full Board process; not inherently negative but worth monitoring for responsiveness during urgent intervals .
- Independence and attendance: Independent under NYSE rules; Board-wide attendance thresholds met; annual meeting attendance confirmed—positive engagement signals .
- Director pay and alignment: Non-Exec Chair pay structure mixes cash retainer with time-vested equity; no options/meeting fees; market-benchmarked at ~50th percentile; director stock ownership guideline at 5x cash retainer with compliance noted—favorable alignment with shareholder interests .
- Potential conflicts: Corporate Governance Committee reviews related person transactions; Compensation Committee disclosed no interlocks or Item 404 relationships; no related-party exposure disclosed for directors, reducing conflict risk .
- Shareholder signals: Say-on-pay support was 72.9% in 2024, with active engagement and responsive changes to executive compensation metrics and peer groups—reflects Board attentiveness to investor feedback .
- Tenure consideration (caution): Michas’ long tenure (director since 1993) can raise entrenchment concerns in some frameworks; BorgWarner counters with active refreshment (five new directors since 2020) and retirement age policy (72), balancing continuity with renewal .
RED FLAGS: None disclosed regarding related-party transactions, hedging/pledging, attendance shortfalls, or option repricing. Long tenure is a governance caution but mitigated by Board refreshment and independence safeguards .