Billy Pink
GENTEXAbout Billy Pink
Dr. Billy Pink (58) is an independent director of Gentex Corporation since 2024 and currently serves as the 19th president of Ferris State University, with prior leadership roles at Grand Rapids Community College and Oklahoma State University–Oklahoma City. He holds a Ph.D. in Instructional Leadership and Academic Curriculum (University of Oklahoma), an M.Ed. in Physical Education and Secondary Education (University of Central Oklahoma), and a B.S. in Physical Education and Professional Education (Oklahoma Christian University). The Board has affirmatively determined Dr. Pink is independent under NASDAQ standards. His tenure on the Gentex board began in 2024; the Board held five meetings in 2024, with all directors attending at least 75% of Board/committee meetings and the Annual Meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ferris State University | President (19th president; first African American to lead the university) | Current | Leadership, governance, policy direction |
| Grand Rapids Community College | President | Prior | Institutional leadership |
| Oklahoma State University–Oklahoma City | Vice President for Academic Affairs | Prior | Academic leadership; policy development |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Growing Michigan Together Council | Appointed leader | Current | State-level policy development |
| Michigan Economic Development Corporation | Executive Committee member | Current | Economic development oversight |
| Higher Learning Commission | Board of Trustees member | Current | Accreditation governance |
| American Council on Education | Board of Directors member | Current | National higher education policy |
| Corewell Health West Michigan | Board member | Current | Regional healthcare governance |
| Heart of West Michigan United Way | Board Chair | Current | Community impact leadership |
| The Right Place (West Michigan economic development) | Board Vice-Chair | Current | Regional economic development |
Board Governance
- Independence: Affirmatively determined independent under NASDAQ listing standards.
- Committee assignments: Not listed among members of Audit (Deur, Starkoff, Walker), Compensation (Schaum, Deur, Walker), Executive (Schaum, Deur, Downing, Walker), or Nominating & Corporate Governance (Brown, Anderson, Zang).
- Board leadership: Independent Chair (Richard Schaum); Lead Independent Director policy remains in place for flexibility.
- Attendance: Board held five meetings in 2024; all directors then serving attended at least 75% of aggregate Board/committee meetings; all attended the 2024 Annual Meeting.
- Diversity and pipeline: Board continues to emphasize diversity and uses non-traditional channels to source candidates.
- Executive sessions and annual self-evaluations conducted; committee charters published; strong governance framework.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer | $90,000 | Paid quarterly for non-employee directors |
| Chair of the Board Retainer | $100,000 | Additional; pro-rated based on appointment |
| Committee Chair Retainers | Audit $12,500; Compensation $10,000; Nominating $10,000 | Additional to cash retainer |
| Committee Member Retainers (non-chair) | Audit $7,500; Compensation $5,000; Nominating $5,000; Executive $5,000 (prorated) | Additional to cash retainer |
| Billy Pink – 2024 Fees Earned (Cash) | $56,374 | Reflects partial-year service since 2024 |
| Billy Pink – All Other Compensation | $903 | RS dividends; directors may access company aircraft (if no conflict), cost calculated per NEO method |
Performance Compensation
- Directors receive annual restricted stock (RS) grants; there are no performance-based cash or equity metrics tied to director compensation. RS equals $130,000 divided by the 20-day average closing price before the grant, vests on the first anniversary following the Annual Meeting.
| Equity Component | Value/Quantity | Vesting |
|---|---|---|
| Annual RS grant to non-employee directors | $130,000 (e.g., $130,310 grant-value for 2024) | One-year cliff vesting following grant (Annual Meeting) |
Company-wide officer incentive metrics (context for pay-for-performance environment; not applicable to director pay):
- Annual Incentive Plan metrics and weights: Revenue (33.33%), Operating Income (33.33%), Diluted EPS (33.33%)
- Long-Term Incentive Plan metrics and weights: 3-year cumulative EBITDA (50%), 3-year cumulative ROIC (50%)
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company boards | None disclosed for Dr. Pink |
| Potential interlocks | External roles primarily in academia, accreditation, healthcare, economic development, and nonprofit—no Gentex supplier/customer interlocks disclosed |
| Related-party transactions | Audit Committee reviews/approves all related-party transactions; no director-specific related-party transactions disclosed for Dr. Pink in the proxy |
Expertise & Qualifications
- Leadership and governance: University president; extensive policy development roles at state and national levels.
- Education: Ph.D. (University of Oklahoma); M.Ed. (University of Central Oklahoma); B.S. (Oklahoma Christian University).
- Sector experience: Higher education, accreditation, healthcare boards, nonprofit leadership, and regional economic development.
- Board qualification: Independent director; Board cited benefits from his leadership/policy/governance experience.
- Audit Committee “financial expert”: Not designated; Audit Committee financial experts are Mr. Deur and Mr. Walker.
Equity Ownership
| Holder | Shares Beneficially Owned | Exercisable Options | % of Class | Notes |
|---|---|---|---|---|
| Dr. Billy Pink | 3,764 | 0 | <1% | Sole voting/investment power unless footnoted |
| Policy – Hedging/Pledging | Prohibited | — | — | Anti-Hedging and Anti-Pledging Policy applies to directors and officers |
| Director Stock Ownership Guidelines | 5x annual retainer | — | — | Includes RS and PSAs; target within five years; individual compliance status not disclosed |
Insider Trades (Section 16 Compliance)
| Item | Status/Disclosure |
|---|---|
| Timeliness of Section 16 filings | Company not aware of any failures to make timely filings in the preceding fiscal year |
| Where to find director/officer stock transactions | Available on Gentex IR website under “SEC Filings” |
| Anti-hedging/pledging policy | Prohibits hedging or pledging Gentex stock by directors/officers |
Governance Assessment
- Alignment and independence: Independent director with strong governance and policy credentials; no disclosed conflicts or related-party ties. Not currently seated on standing committees, limiting direct committee influence but contributing through full-board participation; attendance expectations met at least at the 75% threshold, with all directors attending the Annual Meeting.
- Ownership and incentives: Early-stage “skin-in-the-game” via 3,764 beneficially owned shares plus annual RS award; anti-hedging/pledging policy and 5x-retainer ownership guideline support alignment over time (five-year window to comply).
- Board quality signals: Independent Chair; persistent lead independent policy; published charters; robust related-party review; 96% say-on-pay support in 2024 indicates shareholder confidence in pay governance; continuous diversity pipeline and annual evaluations enhance board effectiveness.
RED FLAGS: None disclosed for Dr. Pink regarding related-party transactions, pledging, hedging, legal proceedings, or attendance shortfalls. Director compensation is standard (cash retainer plus annual RS) with no performance metrics tied to director pay, consistent with market practice.