Richard Riley
About Richard T. Riley
Independent Lead Director at Dorman Products (DORM) since March 2010; age 69. Former Executive Chairman/CEO/President/COO at LoJack and NEBS; prior audit manager at Arthur Andersen & Co and a certified public accountant, bringing deep finance, governance, and M&A experience. Serves as Lead Director and Audit Committee Chair at DORM, with additional roles on the Compensation and Corporate Governance & Nominating Committees . Board determined he is independent under Nasdaq standards; independent directors meet in executive session at least quarterly .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LoJack Corporation (Nasdaq) | Executive Chairman; Chairman; President; COO; Director | 2005–2013 | Led executive roles across finance/operations; automotive aftermarket domain expertise |
| New England Business Service (NYSE) | CEO; President; COO; Director | Prior to 2005 (dates not further specified) | Operations and efficiency focus for SMB services |
| Cimpress N.V. (VistaPrint, Nasdaq) | Board Member; Chairman of Supervisory Board | Feb 2005–Dec 2018 | Oversight of mass customization businesses |
| Micro-Coax, Inc. (private) | Vice Chair; Significant shareholder (~33%) | 2000–sale in June 2016 | Defense/space industry supplier governance |
| Arthur Andersen & Co | Audit Manager; CPA | Prior to above roles | Financial reporting and controls expertise |
| Thomas Jefferson University Hospital | Trustee | Ongoing | Non-profit healthcare governance |
| University of Notre Dame | Advisory Board Member | Ongoing | Academic advisory role |
External Roles
| Company/Institution | Role | Tenure | Notes |
|---|---|---|---|
| Tupperware Brands Corporation | Director | 2015–present | Current public company directorship |
| Thomas Jefferson University Hospital | Trustee | Ongoing | Non-profit board role |
| University of Notre Dame | Advisory Board Member | Ongoing | Academic advisory role |
Board Governance
- Roles: Lead Director; Audit Committee Chair; member—Compensation; Corporate Governance & Nominating .
- Lead Director responsibilities: presides over sessions without Chair; liaison with management; agenda setting; participates in CEO evaluations; oversees Board/committee evaluations; can recommend advisors .
- Independence: Board deems Riley independent; majority of directors are independent; standing committees composed solely of independent directors .
- Attendance: In FY2024, Board held 7 meetings; Audit 4; Compensation 4; Corporate Governance & Nominating 4; each incumbent director attended at least 75% of applicable meetings; all directors attended the annual meeting .
- Skills: Audit financial expert (one of six on Audit Committee); strong finance, accounting, risk, and governance credentials .
- Policies: Majority voting with resignation policy; directors may not serve on >4 public boards; robust stock ownership requirements; no rights plan; split Chair/CEO roles .
Fixed Compensation (Director)
| Component (FY2024) | Amount |
|---|---|
| Annual Board Member Cash Retainer | $90,000 |
| Lead Director Fee | $22,500 |
| Audit Committee Chair Fee | $20,000 |
| Compensation Committee Chair Fee | $15,000 (not applicable to Riley in FY2024) |
| Corporate Governance & Nominating Chair Fee | $10,000 (not applicable to Riley in FY2024) |
| Director Compensation (FY2024) | Cash Fees | Stock Awards (Grant-date fair value) | Total |
|---|---|---|---|
| Richard T. Riley | $132,500 | $134,964 | $267,464 |
- Independent Director Equity: Annual RSU grant (~$135,000) in June 2024 under the 2018 plan; vests in full at one-year anniversary or next annual meeting .
Performance Compensation (Director)
- Structure: Independent directors receive time-based RSUs only; no performance-conditioned director equity, options, or bonus plans disclosed .
- FY2024 Grant: RSUs with approximate grant-date value of $135,000, one-year vest timing as above .
- Clawbacks/Policies: Director equity subject to clawback policy adopted under SEC/Nasdaq rules; anti-hedging and anti-pledging policies apply to directors .
Other Directorships & Interlocks
| Company | Overlap Type | Notes |
|---|---|---|
| Tupperware Brands Corporation | Current public board | No Dorman-related related-party transactions disclosed that would impair independence . |
- Related-party transactions oversight: Audit Committee approves related party transactions required to be disclosed; Board’s independence review identified no relationships rendering Riley non-independent .
Expertise & Qualifications
- CPA with audit and financial reporting expertise; deep operational leadership in automotive aftermarket; governance and strategic planning proficiency; recognized audit committee financial expert .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 27,977 |
| Shares Outstanding (record date 3/26/2025) | 30,558,021 |
| Ownership (%) | 0.092% (27,977 ÷ 30,558,021) |
| RSUs vesting within 60 days (included in beneficial ownership) | 1,471 |
| Options exercisable within 60 days | Not disclosed for Riley (no count listed) |
| Director Stock Ownership Guideline | ≥5× annual cash retainer; compliance or within allowed time window as of proxy date |
Governance Assessment
- Strengths:
- Independent Lead Director and Audit Chair roles enhance oversight and investor confidence; Audit Committee comprised solely of independent directors with six financial experts .
- Strong attendance and annual meeting participation, majority voting with resignation policy, and quarterly executive sessions signal board effectiveness .
- Robust ownership alignment through director stock ownership guidelines; anti-hedging/anti-pledging policies reduce misalignment risks .
- No disclosed related-party conflicts affecting independence; committee oversight of related-party transactions .
- Compensation alignment:
- Cash retainers reflect responsibilities (Lead Director and Audit Chair); equity grants are modest, standardized, and time-based—no performance gaming risk .
- Shareholder signals:
- High say-on-pay support (≈95% at 2024 annual meeting) suggests broad investor approval of compensation governance processes .
- RED FLAGS:
- None disclosed specific to Riley (no Section 16(a) delinquency; no pledging/hedging; no related-party transactions impairing independence) .