Darrell Thomas
About J. Darrell Thomas
Independent director of Dorman Products, Inc. since October 2021; age 64. Former Vice President & Treasurer of Harley-Davidson, with interim CFO experience and prior senior finance roles at PepsiCo and major banks. Core credentials: corporate finance, capital markets, risk management, investor relations; currently serves on three Dorman board committees (Audit, Compensation, Corporate Governance & Nominating). The Board has affirmatively determined he is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harley‑Davidson, Inc. | Vice President & Treasurer | Jun 2010 – Apr 2022 | Led treasury, capital markets, risk management, investor relations. |
| Harley‑Davidson, Inc. | Interim Chief Financial Officer | Jul 2020 – Sep 2020 | Oversaw corporate finance and reporting during transition. |
| Harley‑Davidson Financial Services, Inc. | Chief Financial Officer | Jan 2018 – Jun 2020 | Segment CFO responsibilities. |
| PepsiCo, Inc. | Vice President & Assistant Treasurer | Dec 2003 – pre‑Jun 2010 | Corporate treasury and capital markets. |
| Commerzbank Securities; Swiss Re New Markets; ABN Amro Bank; Citicorp/Citibank | Various capital markets and corporate finance roles | 19 years | Banking, structured finance, risk. |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| British American Tobacco p.l.c. | Director | 2020 – present | Public company board. |
| Vontier Corporation | Director | 2024 – present | Public company board. |
| Pitney Bowes Inc. | Director | 2023 – 2024 | Public company board. |
| Scotia Holdings (US) Inc. | Non‑executive director | Not disclosed | Private affiliate role. |
Board Governance
- Committee assignments: Audit; Compensation; Corporate Governance & Nominating. Not a committee chair; Audit chaired by Richard T. Riley; Compensation chaired by John J. Gavin; Corporate Governance & Nominating chaired by G. Michael Stakias.
- Audit Committee Financial Expert: All Audit Committee members qualify (Thomas included).
- Independence: Board determined Thomas is independent under Nasdaq standards; review found no transactions/relationships impairing independence.
- Board & committee meeting cadence FY2024: Board 7 meetings; Audit 4; Compensation 4; Corporate Governance & Nominating 4. Each incumbent director attended at least 75% of their meetings; all then‑serving directors attended last year’s annual meeting.
- Director workload limits: Directors may not sit on more than four public company boards; Thomas’ current public board count (DORM + BAT + Vontier) complies.
- Related‑party transactions oversight: Audit Committee reviews/approves related party transactions; policy outlines factors and requires best‑interest determination. No related‑party transactions disclosed that affect independence.
- Trading, hedging, pledging: Insider Trading Policy requires pre‑clearance and prohibits hedging, short sales, public options, margin accounts, and pledging of Company securities for directors.
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $90,000 | Standard for independent directors. |
| Committee chair fees | $0 | Not a chair; fees are $20,000 (Audit), $15,000 (Comp), $10,000 (CGN) if chair. |
| Lead Director fee | $0 | Only applicable to Lead Director role. |
| Meeting fees | $0 | Not disclosed/none beyond retainers. |
| Total cash earned (FY2024) | $90,000 | As reported in Director Compensation Table. |
Performance Compensation
| Equity Award Type | Grant Timing | Grant Value | Vesting | Units Outstanding | Notes |
|---|---|---|---|---|---|
| Director RSUs | Jun 2024 | ~$135,000 | Vest in full on earlier of 1‑yr anniversary or next annual meeting | 1,471 unvested RSUs at 12/31/2024 | Aggregate grant date fair value reported as $134,964 for Thomas in FY2024. |
Director RSUs are time‑based; no performance metrics apply to non‑employee director equity awards under the Independent Director Compensation Program.
Other Directorships & Interlocks
| Company | Sector Exposure vs. DORM | Potential Interlock/Conflict | Status/Disclosure |
|---|---|---|---|
| British American Tobacco p.l.c. | Consumer staples; no known supplier/customer tie to auto aftermarket | None indicated | Independent; no related‑party transaction disclosed. |
| Vontier Corporation | Industrial/mobility tech; adjacent to automotive tools/equipment | None indicated | Independent; no related‑party transaction disclosed. |
| Pitney Bowes Inc. (prior) | Industrial/technology | None indicated | Past service only. |
- The Board’s independence review found no relationships that would impair independent judgment for Thomas.
Expertise & Qualifications
- Finance, capital markets, risk management, investor relations; extensive management and operational experience.
- Audit Committee Financial Expert qualification.
- International experience through global finance roles.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 5,583 | Includes shares issuable within 60 days via RSU vesting. |
| % of shares outstanding | <1% | Shares outstanding: 30,558,021 (record date Mar 26, 2025). |
| RSUs vesting within 60 days (included) | 1,471 | Counted in beneficial ownership per SEC rules. |
| Unvested RSUs at 12/31/2024 | 1,471 | For each independent director. |
| Pledged shares | None disclosed | Company policy prohibits pledging/margin. |
| Director ownership guidelines | 5× annual cash retainer | Compliance: all non‑employee directors comply or have time to comply. |
Governance Assessment
- Strengths: Independent multi‑committee member with Audit Committee Financial Expert credentials; solid attendance expectations met at Board level; comprehensive anti‑hedging/anti‑pledging policy; director stock ownership guidelines and reasonable director workload limits; no related‑party transactions identified affecting independence.
- Alignment: FY2024 director pay mix of cash ($90,000) and equity ($134,964 RSUs) aligns incentives with shareholders via stock grants that vest at the next annual meeting/one year.
- Signals: Robust governance framework (majority voting, independent committee chairs, annual say‑on‑pay support ~95% in 2024) supports investor confidence.
- Watch items: External board commitments should continue to be monitored against the four‑board cap; current service remains within limits. No red flags (e.g., pledging, related‑party transactions, delinquent Section 16 filings) disclosed for Thomas.