Steven Berman
Non-Executive Chairman at DORM
Board
About Steven L. Berman
Steven L. Berman (age 65) is Non-Executive Chairman of Dorman Products, Inc., serving as a director since the company’s inception in 1978; he transitioned from Executive Chairman to Non-Executive Chairman effective April 1, 2023 . He is not considered independent under Nasdaq rules due to his prior employment as an executive officer of the company . His background includes over 40 years in the automotive aftermarket, with expertise in marketing, finance, product development, vendor relations, and strategic management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dorman Products, Inc. | Director | 1978–Present | Longest-tenured director provides continuity and deep company/industry knowledge . |
| Dorman Products, Inc. | Executive Vice President | Pre-Oct 2007 | Senior leadership roles building operational expertise . |
| Dorman Products, Inc. | President | Oct 2007–Jan 2011 | Led operations prior to CEO tenure . |
| Dorman Products, Inc. | Chairman & Chief Executive Officer | Jan 2011–Sep 2015 | Oversaw strategic growth and financial performance . |
| Dorman Products, Inc. | Executive Chairman | Sep 2015–Apr 1, 2023 | Transitioned governance role, set succession plan . |
| Dorman Products, Inc. | Non-Executive Chairman | Apr 1, 2023–Present | Board leadership separated from CEO; Lead Director structure in place . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Berman in the proxy . |
Board Governance
- Board structure: CEO and Chairman roles are split; Richard T. Riley serves as Lead Director because the Chairman is not independent .
- Independence: A majority of directors are independent; Berman is not independent due to prior executive roles .
- Committees: Three standing committees (Audit; Compensation; Corporate Governance & Nominating) are composed solely of independent directors and chaired by independent directors (Audit—Riley; Compensation—Gavin; Corporate Governance—Stakias) .
- Berman’s committee assignments: None listed for Audit, Compensation, or Corporate Governance & Nominating (reflecting his non-independent status) .
- Attendance: In FY2024 the Board met 7 times and each incumbent director attended at least 75% of Board and committee meetings; all directors attended last year’s annual meeting .
- Executive sessions: Independent directors meet in executive session at least quarterly .
- Governance practices: Majority vote standard with resignation policy in uncontested elections; robust director stock ownership guidelines; independent compensation consultant for director pay; no poison pill .
Fixed Compensation
Transition compensation as Non-Executive Chairman (per Berman Agreement and Transition Agreement):
| Item | FY2024 Amount ($) | Terms |
|---|---|---|
| Base salary continuation | 420,000 | Three years following Apr 1, 2023 (“Succession Date”) . |
| Cash in lieu of annual bonus | 150,000 | Paid each March 15 during applicable 3-year period . |
| Health & welfare coverage | 14,959 | Continuation for applicable period or stipend . |
| Total “All Other Compensation” (proxy table) | 584,959 | Sum of continuation, bonus-in-lieu, and benefits . |
Key provisions:
- Agreement initially set base salary at $360,000 (pre-transition), with eligibility for annual bonuses and equity awards; contains clawback provision and post-employment non-compete (two years) and non-solicit .
- During the transition period, Berman does not receive compensation under the independent director program until the later of his unvested awards vest and April 1, 2026 .
Performance Compensation
Unvested awards continue to vest while Berman serves on the Board; vested but unexercised options remain exercisable (subject to expiry) .
| Award Type | Unvested Units/Shares (as of Dec 31, 2024) | Vesting/Terms |
|---|---|---|
| Time-based RSUs | 555 | Continue vesting while serving as director . |
| Performance-based RSUs | 1,525 | Continue vesting; settlement subject to performance cycles . |
| Stock options (unexercised) | 1,688 | Remain exercisable subject to expiration dates . |
Plan-level change-in-control terms (2018 Equity Plan):
- Upon change in control: options/SARs accelerate; unvested time-based RS/RSUs vest; performance-based RS/RSUs vest at maximum; alternatives include assumption/replacement or cash-out mechanisms if awards are not assumed .
Independent Director Compensation Program (context—not applicable to Berman until after transition):
- Annual Board retainer $90,000; Lead Director $22,500; Audit Chair $20,000; Compensation Chair $15,000; Corporate Governance Chair $10,000; annual RSU grant ~$135,000 (vests by next annual meeting or 1-year) .
- Aggregate annual cap for non-employee director compensation $500,000 .
Other Directorships & Interlocks
- No compensation committee interlocks occurred in FY2024; none of the compensation committee members were current/former officers or engaged in disclosable transactions .
- No other public company boards disclosed for Berman in the proxy .
Expertise & Qualifications
- 40+ years in automotive aftermarket with comprehensive operational and strategic experience .
- Specific skills: marketing, finance, product development, vendor relations, and strategic business management .
Equity Ownership
| Holder | Beneficial Ownership (Shares) | % Outstanding | Notes |
|---|---|---|---|
| Steven L. Berman | 2,421,585 | 7.9% | Includes trust/foundation holdings and 24,688 shares via unitized 401(k) fund; 10,240 options exercisable within 60 days counted in total . |
| Marc H. Berman (brother) | 1,719,130 | 5.6% | Trust holdings where Marc is trustee/co-trustee; separate from Steven’s totals . |
Stock ownership guidelines:
- While receiving transition compensation, Berman must own shares equal to 4x continued annual base salary; after transition, 5x standard director cash retainer; he is in compliance .
- Anti-hedging/anti-pledging/margin policies apply to directors; short sales, derivatives, and pledging are prohibited .
Insider filings:
- One late Form 4 filing (October 1, 2024) for Berman under a Rule 10b5-1 plan due to administrative error; otherwise directors/officers 16(a) compliance was timely .
Fixed Compensation vs. Performance Compensation (Contextual Signal)
| Year-over-year Director Mix | Program Change/Signal |
|---|---|
| Independent director equity remains RSUs; Berman’s independent director pay paused until April 1, 2026 or vesting completion | Aligns director equity with tenure; Berman’s transition structure defers director program pay . |
| Company moved executives from options to RSUs in 2024 (not specific to Berman) | Broader shift to RSUs suggests lower risk profile and clearer performance alignment; PRSUs tied to RTSR and ROIC over 3 years . |
Related Party Transactions (Conflict Risk)
- Lewisberry, PA lease: Dorman leases ~142,500 sq ft from BREP IV, LLC; equity interests of BREP IV are owned 20% by Steven L. Berman and other family members (including trusts and relatives). FY2024 rent ≈ $0.7 million; expected base term rent ≈ $5.2 million; lease is non-terminable; Audit Committee reviewed/approved consistent with policy .
- SuperATV leases/commercial relationships (other executive): reviewed/approved by Audit Committee; included for completeness of related party oversight .
Governance Assessment
-
Positives:
- Split Chair/CEO with independent Lead Director and independent-only committees; robust majority voting and resignation policy; annual board/committee self-evaluations .
- Strong ownership alignment: Berman holds 7.9% beneficial stake; compliance with enhanced stock ownership guidelines; anti-hedging/pledging policy in force .
- Use of independent compensation consultant; annual cap on director equity; no rights plan; high say-on-pay support (≈95% in 2024) signaling investor approval of compensation governance .
-
RED FLAGS / Watch items:
- Non-independent Chair: Berman’s prior executive role precludes independence; requires reliance on Lead Director structure for counterbalance .
- Related party exposure: Lease with BREP IV, LLC where Berman and family members hold interests; ongoing cash flows to a related entity (≈$0.7 million FY2024) require continued stringent Audit Committee oversight .
- Significant family ownership: Steven (7.9%) and Marc Berman (5.6%) combined influence can be governance-positive for alignment but may concentrate control; monitor for potential conflicts in transactions and board decisions .
- Late Section 16 filing (administrative error): Isolated issue, but a compliance footnote worth tracking .
- Transition compensation and continued vesting: While standard for planned succession, it creates optics of ongoing compensation for a non-executive chair; mitigated by deferral of director program pay until vesting completion/April 1, 2026 .
Overall investor confidence implications: The Lead Director structure, independent committee composition, and strong ownership alignment reduce governance risk from a non-independent chair; however, the related-party lease with Berman-affiliated entity and concentrated family ownership warrant ongoing scrutiny of conflict management and transparency through Audit Committee processes .