Kelly Romano
About Kelly A. Romano
Independent director at Dorman Products since November 2017 (age 63). Founder and CEO of BlueRipple Capital (since May 2018), following a 32‑year career at United Technologies Corporation (UTC) including President, Intelligent Building Technologies (2014–2016) and prior president roles across Global Security Products, Building Systems & Services, and Distribution Americas. Current public company directorships: UGI Corporation (2019–present) and Athira Pharma (2020–present). The Board classifies her as independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Technologies Corporation (UTC) | President, Intelligent Building Technologies (UTC Building & Industrial Systems); prior President roles in Global Security Products; Building Systems & Services; Distribution Americas | 1984–2016; specific role 2014–2016 | Senior P&L leadership across building technologies, security, and distribution |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| UGI Corporation | Director | 2019–present | Public company board service |
| Athira Pharma, Inc. | Director | 2020–present | Public company board service |
| Gryphon Investors | Executive Advisory Board Member | Dec 2016–present | Middle‑market PE; Co‑Chair of Potter Electric until Nov 2023 acquisition by KKR |
| AE Industrial Partners | Operating Partner | Aug 2020–Aug 2023 | Served on several portfolio company boards |
| Altus Fire & Life Safety | Chair of the Board | May 2021–Aug 2024 | Sold in Aug 2024 |
Board Governance
- Committee memberships: Audit; Compensation; Corporate Governance & Nominating. All standing Board committees are composed solely of independent directors .
- Audit Committee financial expertise: The Board determined all Audit Committee members qualify as “financial experts,” including Romano .
- Independence: Affirmed by the Board; no transactions or relationships identified that would impair independence .
- Meetings and attendance: Board met 7 times in FY2024; each incumbent director attended at least 75% of Board and applicable committee meetings. All then‑serving directors attended the prior annual meeting .
- Lead Independent Director: Richard T. Riley; independent directors hold executive sessions at least quarterly .
- Director service cap: Company policy limits directors to ≤4 public company boards; Romano’s two outside boards are within policy .
Fixed Compensation
| Component | FY2023 | FY2024 |
|---|---|---|
| Annual cash retainer (director) | $80,000 | $90,000 |
| Committee chair fees (if applicable) | N/A for Romano | N/A for Romano |
| Lead Director fee (if applicable) | N/A for Romano | N/A for Romano |
| Director cash fees actually earned | $80,000 | $90,000 |
Program terms and limits:
- Annual equity grant: RSUs with ~$125,000 grant date value (2023) and ~$135,000 (2024), vesting in full on the earlier of one year from grant or the next annual meeting .
- Aggregate cap: Cash fees plus equity grant date value for any non‑employee director ≤$500,000 per year .
Performance Compensation
| Equity Item | FY2023 | FY2024 |
|---|---|---|
| Annual RSU grant (grant‑date fair value) | $124,922 | $134,964 |
| Unvested RSUs (as of year‑end) | 1,510 (12/31/2023) | 1,471 (12/31/2024) |
| Vesting mechanics | Vests in full at the earlier of one year from grant or next annual meeting | Same terms |
Notes: Director equity awards are time‑based RSUs; no director performance metrics are disclosed or used for director pay. RSUs are granted under the 2018 Stock Option and Stock Incentive Plan .
Other Directorships & Interlocks
| Company | Relationship to DORM | Role | Potential Interlock/Conflict Noted |
|---|---|---|---|
| UGI Corporation | Unrelated | Director | None disclosed in DORM proxy |
| Athira Pharma, Inc. | Unrelated | Director | None disclosed in DORM proxy |
The proxy discloses related‑party leases and transactions with the Non‑Executive Chairman’s family entities and Specialty Vehicle leadership; none involve Romano. All related‑party transactions are pre‑approved by the Audit Committee per policy .
Expertise & Qualifications
- Leadership, Financial, Operational, M&A, International Experience, Risk Management, Corporate Governance, Current/former CEO, Independence (Board skills matrix) .
- Deep domain experience in building technologies, security products, distribution and private equity partnering .
Equity Ownership
| Holder | Beneficial Shares | % Outstanding | RSUs vesting within 60 days (included in beneficial count) |
|---|---|---|---|
| Kelly A. Romano | 9,837 | <1% | 1,471 |
Ownership alignment policies:
- Director stock ownership guideline: ≥5× annual cash retainer; compliance required within 5 years of election (or by Jan 1, 2020). As of the proxy date, all non‑employee directors comply or have remaining time to comply .
- Anti‑hedging and anti‑pledging: Prohibits hedging, short sales, publicly traded options, margin accounts, and pledging of Company stock; directors must pre‑clear trades and observe blackout periods .
Governance Assessment
- Strengths
- Independent director with broad operating and M&A experience; serves on Audit, Compensation, and Corporate Governance & Nominating—enhancing oversight coverage .
- Audit Committee financial expert designation supports high‑quality financial oversight .
- Attendance expectations met at Board/committee level; annual meeting participation policy followed .
- Shareholder‑aligned policies: robust stock ownership requirements, anti‑hedging/pledging, annual say‑on‑pay (95% support in 2024), clawback policies in place and updated for SEC/Nasdaq 10D requirements .
- Director service cap and committee independence reduce overboarding and conflict risk .
- Potential watch‑items
- Multiple external roles (two public boards and ongoing PE advisory engagements) warrant routine monitoring for time commitments; currently within Company limits (≤4 public boards) .
- No Romano‑specific related‑party transactions disclosed; Company’s existing related‑party exposures are overseen by the Audit Committee under formal policy .
Signals: The Board’s majority independence, quarterly executive sessions, and independent committee chairs (Audit—Riley; Compensation—Gavin; Governance—Stakias) collectively support board effectiveness. High say‑on‑pay support and formal ERM oversight through Audit Committee further bolster investor confidence .
RED FLAGS
- None disclosed specific to Romano: No related‑party transactions, hedging/pledging, or attendance shortfalls. Director compensation is standard market practice with clear caps and time‑based RSUs .
Citations: All data above sourced from Dorman Products, Inc. DEF 14A (2025, 2024) as referenced in-line. .