John Gavin
Director at DORM
Board
About John J. Gavin
Independent director of Dorman Products since October 2016; age 68. Gavin is Chairman of GMS Inc. (appointed 2019) and a former senior advisor at LLR Partners (2010–2017); previously Chairman and earlier CEO/President of Strategic Distribution, Inc., with prior roles at Drake Beam Morin, Right Management Consultants, and Arthur Andersen & Co.; he is a CPA. The Board has affirmatively determined he is independent under Nasdaq rules, and he is designated an Audit Committee Financial Expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LLR Partners, LLC | Senior Advisor | 2010–2017 | Middle-market PE advisor; strategic/financial expertise |
| Strategic Distribution, Inc. (SDI) | Chairman; previously CEO & President | Chairman 2014–2017; CEO/President (prior) | Led operations and governance at MRO supply firm |
| Drake Beam Morin, Inc. | Executive | n/d | Career management and transitions experience |
| Right Management Consultants, Inc. | Executive | n/d | Public company consulting experience |
| Arthur Andersen & Co. | Auditor (CPA) | n/d | Accounting/financial controls foundation |
External Roles
| Company | Role | Public/Private | Tenure | Notes |
|---|---|---|---|---|
| GMS Inc. | Chairman; Director | Public | Director 2014–present; Chairman since 2019 | Current public board; sector adjacency (building materials) |
| Various private companies | Director | Private | Current | Multiple private company boards |
Board Governance
- Committee assignments: Chair, Compensation Committee; member, Audit Committee; member, Corporate Governance & Nominating Committee. Each Audit member, including Gavin, is an Audit Committee Financial Expert.
- Independence: Board-determined independent director under Nasdaq standards; no relationships identified that impair independence.
- Attendance: In FY2024 the Board met 7x; Audit 4x; Compensation 4x; Governance 4x. Each incumbent director attended ≥75% of aggregate Board and committee meetings; all then-serving directors attended last year’s annual meeting.
- Board leadership and processes: Independent Lead Director structure; independent directors meet in executive session at least quarterly; directors limited to ≤4 public company boards; standing committees composed solely of independent directors.
- 2025 election outcome (signal of shareholder support): John J. Gavin received 27,186,473 for, 1,163,145 against, 27,637 abstain; 847,493 broker non-votes.
Fixed Compensation (Director)
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Independent director retainer |
| Committee chair fee (Compensation) | $15,000 | Compensation Committee Chair |
| Total fees earned (Gavin) | $105,000 | As reported in 2024 director compensation table |
Performance Compensation (Director)
| Equity Element | FY2024 Value | Key Terms |
|---|---|---|
| Annual RSU grant (program design) | ~$135,000 | Vests in full on earlier of 1-year anniversary or next annual meeting |
| Stock awards (Gavin) | $134,964 | Grant date fair value under ASC 718 for 2024 RSUs |
| Unvested RSUs at 12/31/2024 (each independent director) | 1,471 units | Aggregate unvested RSUs at year-end |
Director equity is time-based RSUs; no performance metrics are used for non-employee director awards.
Other Directorships & Interlocks
- Current public company board: GMS Inc. (Chairman; Director since 2014).
- Network interlock within Dorman board: Lisa M. Bachmann also serves on GMS Inc. (2020–present), creating a dual-director network tie at GMS. No compensation committee “interlocks” reported for Dorman in FY2024.
Expertise & Qualifications
- Financial/accounting expertise (CPA; Audit Committee Financial Expert); strategic planning; M&A; HR/career management; operational leadership, including CEO experience.
Equity Ownership
| Measure | Amount | Notes/As-of |
|---|---|---|
| Total beneficial ownership | 11,032 shares | <1% of outstanding; includes securities exercisable/vestable within 60 days |
| RSUs vesting within 60 days (included above) | 1,471 shares | Applies to each independent director; as-of 3/26/2025 record date/12/31/2024 year-end disclosures |
| Stock ownership guidelines | 5x annual cash retainer | Directors must meet within 5 years; all non-employee directors comply or are within window |
| Hedging/pledging | Prohibited for directors | Anti-hedging and anti-pledging under Insider Trading Policy |
Governance Assessment
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Strengths
- Independent director with deep finance and operating credentials; designated Audit Committee Financial Expert.
- Governance roles span key committees; chairs Compensation Committee; Audit oversight and Governance membership enhance board effectiveness.
- Pay-for-service structure balanced: moderate cash retainer plus equity aligned via RSUs; ownership guideline of 5x retainer; anti-hedging/pledging.
- Strong shareholder support: re-elected at 2025 AGM with substantial votes in favor; say-on-pay approved (27,363,510 for; 981,787 against).
- No related-person transactions disclosed involving Gavin; Board independence review found no relationships that impair independence; no compensation committee interlocks in FY2024.
-
Watch items
- External board interlock: Two Dorman directors (Gavin and Bachmann) also serve on GMS Inc. While not a regulatory “interlock,” investors may monitor for potential overlapping networks influencing perspectives; no Dorman–GMS related-party dealings disclosed.
-
Director compensation detail (FY2024 actuals for Gavin)
- Cash fees: $105,000 (retainer + chair).
- Equity grant: $134,964 grant-date fair value (time-based RSUs; annual vesting convention).
Overall, Gavin’s committee leadership, financial expertise, and compliance with alignment policies (ownership, anti-hedging/pledging) support board effectiveness, with no identified conflicts or attendance concerns; shareholder voting outcomes reinforce investor confidence.