Lisa Bachmann
Director at DORM
Board
About Lisa M. Bachmann
Independent director since September 2020; age 63. Former EVP, Chief Merchandising & Operating Officer at Big Lots with prior roles spanning COO, CIO, and Supply Chain leadership; holds a CERT Certificate in Cyber-Risk Oversight (Carnegie Mellon SEI). Serves on all three standing board committees and is deemed independent; qualifies as an Audit Committee Financial Expert. Tenure on Dorman’s board: ~5 years as of the 2025 proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Big Lots, Inc. | EVP, Chief Merchandising & Operating Officer | Aug 2015 – Sep 2020 | Led merchandising, operations; earlier served as EVP COO, EVP Supply Chain & CIO; deep operations, technology, distribution expertise |
| Ames Department Stores Inc. | SVP Planning & Allocation | Prior to Mar 2002 | Merchandise planning and allocation |
| Casual Corner Group, Inc. | VP Planning & Allocation | Prior to Mar 2002 | Merchandise planning and allocation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| GMS Inc. (NYSE: GMS) | Director | 2020–present | Interlock: John J. Gavin (DORM director) is Chairman of GMS Inc. |
Board Governance
- Committee memberships: Audit; Compensation; Corporate Governance & Nominating. Not a committee chair; chairs are Richard T. Riley (Audit), John J. Gavin (Compensation), and G. Michael Stakias (Corporate Governance & Nominating).
- Independence: Board determined Bachmann is independent under Nasdaq standards.
- Audit Committee Financial Expert: All Audit Committee members, including Bachmann, qualify.
- Attendance: In FY2024, Board met 7 times; each committee met 4 times; each incumbent director attended at least 75% of meetings; all directors attended the prior annual meeting.
- Lead Independent Director: Richard T. Riley; independent directors meet in executive session at least quarterly.
- Governance policies: Majority voting in uncontested elections; annual board/committee self-evaluations; directors limited to ≤4 public company boards.
Fixed Compensation
| Component | FY2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Independent director program (effective FY2024) |
| Committee chair fees | $0 | Not a chair; audit chair $20k, comp chair $15k, governance chair $10k |
| Lead director fee | $0 | Applies to Lead Director only ($22,500) |
| Equity grant (RSUs) | $134,964 | Grant date ~June 2024; vests in full at next annual meeting or 1-year anniversary |
| Total | $224,964 | Sum of cash and equity for FY2024 |
Program features:
- Annual equity grant target: ~$135,000 RSUs; aggregate director comp capped at $500,000/year.
- Stock ownership guideline: 5× annual cash retainer (for non-employee directors); all comply or have time to comply.
Performance Compensation
Dorman director compensation is time-based (no performance-conditioned awards). As a Compensation Committee member, Bachmann oversees executive pay-for-performance, including annual bonus and PRSU designs. FY2024 Corporate Subplan results:
| Measure ($ in mm unless noted) | Threshold | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|
| Adjusted Pre-Tax Income | $187.0 | $215.1 | $233.8 | $286.3 | 200% |
| Net Sales | $1,929.8 | $2,006.2 | $2,064.9 | $2,009.2 | 105% |
| Free Cash Flow as % of Net Income | 70% | 80% | 100% | 101% | 200% |
| Corporate Subplan Weighted Payout | — | — | — | — | 176% |
FY2024 executive PRSUs: 50% RTSR vs Nasdaq US Benchmark Auto Parts Index; 50% ROIC (8.5%/10.5%/12.5% vesting thresholds) over 2024–2026; payout capped at 400% of grant-date target value.
Other Directorships & Interlocks
| Entity | Overlap | Potential Consideration |
|---|---|---|
| GMS Inc. | Bachmann (Director) and Gavin (Chairman) | Information flow/interlocks; no Dorman-related party transactions disclosed with GMS |
Expertise & Qualifications
- Operational leadership across merchandising, supply chain, technology, and planning; robust finance and distribution experience; cyber-risk oversight credential (CERT).
- Skills align with Dorman’s aftermarket parts operations and risk oversight on Audit/ERM, Compensation design, and corporate governance.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Shares Outstanding | RSUs Vesting ≤60 Days |
|---|---|---|---|
| Lisa M. Bachmann | 5,873 | <1% | 1,471 |
Policies:
- Anti-hedging and anti-pledging: Prohibits hedging, short sales, options trades, margin/pledge of company stock.
- Director ownership guideline: 5× cash retainer; compliance status: all directors comply or have time remaining.
Governance Assessment
- Committee effectiveness: Full membership across Audit, Compensation, and Governance supports holistic oversight; audit financial expert designation enhances financial rigor.
- Independence and engagement: Independent status; quarterly executive sessions; attendance thresholds met; strong governance structures (majority voting, stock ownership guidelines, limits on outside boards).
- Pay alignment signals: Director pay structure is modest, with significant equity component vesting at annual meeting; executive pay overseen by independent consultant Meridian; robust clawbacks and anti-hedging/pledging.
- Interlocks: Dual involvement with GMS Inc. (Bachmann director; Gavin chairman) merits monitoring for potential conflicts, though no related-party transactions disclosed.
- RED FLAGS: No related-party transactions or Section 16(a) delinquencies involving Bachmann; company discloses related-party leases tied to other insiders (Berman; SuperATV/Hunt) but not to Bachmann.
Director Compensation (Context)
| Item | FY2024 |
|---|---|
| Annual Director RSU grant value | $135,000 (time-based to next annual meeting) |
| Cash retainer | $90,000; chair/lead fees as applicable (not applicable to Bachmann) |
| Individual cap | $500,000 combined cash + equity per year |
Say-on-Pay & Shareholder Feedback (Context)
- FY2024 say-on-pay approval: ~95% in favor. Annual say-on-pay cadence maintained, reflecting supportive shareholder sentiment about pay practices overseen by the Compensation Committee.
Related Party Transactions (Context)
- No related-party transactions disclosed involving Bachmann. Company-related party leases involve Berman-affiliated entity and SuperATV Hunt entities; all reviewed/approved by Audit Committee.
Compensation Committee Analysis (Context)
- 2024 compensation peer group (15 companies in auto parts/adjacent sectors) and Meridian engagement underpin market-aligned executive pay benchmarking; no compensation committee interlocks in FY2024.