Michael Stakias
Director at DORM
Board
About G. Michael Stakias
Independent director since 2015; age 75. President and CEO of Liberty Partners, a private equity firm, since 2008 (partner since 1998), following 18 years as a partner at Blank Rome LLP and prior service as Senior Attorney in the SEC’s Division of Corporation Finance. Serves as Chair of Dorman’s Corporate Governance & Nominating Committee and is designated an Audit Committee Financial Expert; independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Liberty Partners | President & CEO; Partner | CEO since 2008; Partner since 1998 | Private equity leadership across corporate finance, M&A, capital markets |
| Blank Rome LLP | Partner (Corporate securities, M&A, private equity) | 1980–1998 | Led transactions for public/emerging growth companies |
| U.S. SEC (Division of Corporation Finance) | Senior Attorney | Prior to 1980 | Regulatory and disclosure expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| College of William & Mary – Raymond A. Mason School of Business | Board of Trustees; Executive Committee; Chair, Online Education Committee | Current | Governance of academic programs; online education strategy |
| Various privately held companies | Director | Current | Board oversight (unspecified private boards) |
| Public company boards (past 5 years) | None disclosed | — | No interlocks via external public boards |
Board Governance
- Committee assignments: Audit (member), Compensation (member), Corporate Governance & Nominating (Chair) .
- Independence: Board-determined independent director .
- Audit Committee Financial Expert: Yes (Audit Committee comprised solely of independent directors, all designated ACFEs) .
- Attendance: Board held 7 meetings; each incumbent director attended at least 75% of aggregate Board/committee meetings; all directors attended last annual meeting .
- Board practices: Independent Lead Director; executive sessions of independent directors at least quarterly; standing committees composed solely of independent directors; cap of four public boards per director; robust stock ownership requirements; no rights plan; no supermajority voting .
Fixed Compensation
| Component | FY 2024 Amount | Notes |
|---|---|---|
| Annual Board Retainer (cash) | $90,000 | Independent director program |
| Corporate Governance & Nominating Chair Fee (cash) | $10,000 | Committee chair fee |
| Total Cash Fees (earned) | $100,000 | Stakias actual FY 2024 |
| Annual Equity Grant (RSUs grant-date value) | ~$135,000 | Vests in full at earlier of 1-year or next annual meeting |
| Stock Awards (FASB ASC 718 grant-date fair value) | $134,964 | Stakias actual FY 2024 |
| Total Director Compensation | $234,964 | Cash + stock; no other compensation |
- Vesting schedule for director RSUs: full vesting at earlier of one year from grant date or next annual meeting .
- Aggregate annual limit: director cash plus equity grants capped at $500,000 per director .
Performance Compensation
- Director equity grants are time-based RSUs; no performance metrics are tied to independent director compensation. RSUs vest at the earlier of the one-year anniversary or the next annual meeting .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Public company boards (past 5 years) | None disclosed for Stakias |
| Compensation Committee interlocks (FY 2024) | None; committee comprised of independent directors, no insider participation |
| Maximum public boards policy | Directors may not exceed 4 public company boards |
Expertise & Qualifications
- Deep private equity and capital markets background; legal expertise in corporate securities, M&A, and emerging growth companies .
- Governance leadership as Chair of Corporate Governance & Nominating; oversees board composition, independence, conflicts, ESG/corporate responsibility policy, and annual board/committee evaluations .
- Financial literacy: Audit Committee Financial Expert designation; oversight of ERM and information security risks as Audit member .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (shares) | 13,736 | <1% of outstanding |
| Shares outstanding (record date) | 30,558,021 | As of March 26, 2025 |
| Ownership as % of outstanding | ~0.045% | Computed from disclosed figures |
| RSUs vesting within 60 days (counted in ownership) | 1,471 | Included per ownership footnote (3) |
| Stock ownership guidelines | 5× annual cash retainer for non-employee directors; all comply or have time to comply | |
| Hedging/pledging | Prohibited (anti-hedging, anti-pledging policy) |
Governance Assessment
- Strengths: Independent status; committee leadership in governance; Audit financial expert; strong attendance; conservative director pay structure with mix of cash retainer and time-based RSUs; robust ownership guidelines and anti-hedging/pledging .
- Conflicts/related party exposure: Board independence review identified no transactions or relationships rendering independent directors (including Stakias) non-independent; related party transactions disclosed involve other parties (Berman family leases; SuperATV/Hunt family), all approved by Audit Committee under policy .
- Shareholder signals: Strong say-on-pay support (~95% in 2024) indicates investor confidence in compensation governance processes overseen by the Compensation Committee (member: Stakias) .
RED FLAGS
- None specific to Stakias identified in the proxy (no related-party transactions, no Section 16 delinquencies, no excessive director compensation; complies with independence) .
- Board-level related party leases (Berman/Hunt) present governance sensitivity; mitigated by formal Related Party Transaction Policy and Audit Committee oversight .
Insider Trades and Section 16 Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) filing compliance (FY 2024) | Company states all directors were timely except two individuals (Berman and Tayfun Uner); no delinquencies noted for Stakias |
Director Compensation Program Reference
| Component | FY 2024 Program Terms |
|---|---|
| Board member cash retainer | $90,000 |
| Lead Director | $22,500 |
| Audit Chair | $20,000 |
| Compensation Chair | $15,000 |
| Corporate Governance & Nominating Chair | $10,000 |
| Annual equity grant (RSUs) | ~$135,000 grant-date value; vests at earlier of 1-year or next annual meeting |
| Annual cap | $500,000 total cash+equity per director |
Committee Oversight Notes
- Audit: Oversees ERM, financial reporting, internal control, IT security, and related-party transactions approval procedures; each member independent and ACFE .
- Compensation: Oversees executive compensation plans, director compensation review, stock ownership guidelines, succession planning, and clawback policies; advised by independent consultant Meridian; strong say-on-pay outcomes .
- Corporate Governance & Nominating (Chair: Stakias): Manages board composition, independence, conflicts, director nominations, board/committee evaluations, and corporate responsibility/ESG disclosures .
Related Party Transactions Policy
- Audit Committee reviews/approves all related party transactions >$120,000; considers ordinary course, terms vs third parties, independence impacts; may engage outside counsel; policy reinforces AC oversight of conflicts .