Garth Deur
GENTEXAbout Garth Deur
Independent director (age 68) serving on the Gentex board since 2023; currently Audit Committee Chair and member of the Compensation and Executive Committees. Career spans operating and financial leadership in automotive supply and financial services: Managing Director at Iroquois Ventures LLC since 2016; prior COO/President/CEO roles at Lake Michigan Financial Corporation (LMFC, 2007–2016) and Senior VP – Business Development at Chemical Financial Corporation post-LMFC acquisition; earlier six years as Executive Vice President at Gentex and ten years in executive roles at Prince Corporation/Johnson Controls; began as a CPA at Arthur Andersen LLP specializing in the automotive industry. The Board affirms his independence and designates him, alongside Brian Walker, as an audit committee financial expert; his independence evaluation considered his former employment at Gentex and found no impairment to independent judgment .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Iroquois Ventures LLC | Managing Director | 2016–present | Capital formation/advisory for private/startup companies |
| Lake Michigan Financial Corporation | COO; President & CEO | 2007–2016 | Led operations and strategy across regional banking platform |
| Chemical Financial Corporation | Senior VP – Business Development | Post-2015 LMFC acquisition | Business development integration following acquisition |
| Gentex Corporation | Executive Vice President | Six years (dates not specified) | Executive leadership; deep company/industry familiarity |
| Prince Corporation / Johnson Controls | Various executive roles | Ten years | Automotive supply leadership across finance/business development |
| Arthur Andersen LLP | CPA (automotive focus) | Began 1982 | Technical accounting expertise in automotive industry |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Iroquois Ventures LLC | Managing Director | 2016–present | Private capital/advisory; not a public company directorship |
The proxy notes “prior experience serving on numerous boards of directors” without listing specific entities; no current public company directorships are disclosed for Mr. Deur .
Board Governance
- Committees: Audit (Chair), Compensation (member), Executive (member) .
- Audit Committee expertise: Board determined Deur meets Sarbanes-Oxley “audit committee financial expert” standard; Audit met five times in 2024 .
- Compensation Committee: Independent composition; met three times in 2024 and formally in Feb 2025; retains Mercer as independent consultant; oversees clawback, ownership, anti-hedging/pledging policies .
- Executive Committee: Independent Chair (Schaum); met once in 2024; limited authority per charter .
- Independence: Board designated Deur independent; independence review considered his prior Gentex employment and found no interference with independent judgment .
- Attendance: Board held five meetings in 2024; all directors then serving attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting; expectation to attend 2025 Annual Meeting .
Fixed Compensation
| Component (2024) | Amount (USD) | Details |
|---|---|---|
| Fees Earned or Paid in Cash | $111,936 | Reflects base director retainer and committee chair/member retainers (pro-rated as applicable) |
| All Other Compensation | $2,035 | RS dividends; aircraft personal use is permitted but not indicated for Deur in 2024 totals |
| Total (Cash + Other) | $113,971 | Sum of cash fees and other comp for 2024 |
Standard director retainer schedule (context for 2024): Annual director retainer $90,000; Chair of Board $100,000; Audit Chair $12,500; Compensation Chair $10,000; Nominating Chair $10,000; Audit member $7,500; Compensation member $5,000; Nominating member $5,000; Executive Committee member (non-employee) $5,000; all payable quarterly .
Performance Compensation
| Equity Award | Grant Basis | Grant Value (2024) | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock (RS) | RS equal to $130,000 divided by 20-day average closing price; granted immediately following Annual Meeting | $130,310 | Vests on first anniversary of grant | None (time-based RS for directors) |
Policies influencing incentives and alignment:
- Stock Ownership Guidelines: Non-employee directors required to own 5x annual retainer; five-year compliance window; includes RS/PSAs and shares owned .
- Clawback: Incentive-Based Compensation Recoupment Policy compliant with NASDAQ clawback standards .
- Anti-Hedging/Anti-Pledging: Prohibits hedging and pledging of Gentex stock by directors .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Deur |
| Prior public company boards | “Prior experience serving on numerous boards” (unspecified) |
| Interlocks/conflicts | Serves on Compensation Committee that retains Mercer (independent); Company also used Marsh for insurance; Compensation Committee assessed consultant independence; total 2024 fees to Mercer and Marsh ~ $566k vs MMC revenues context provided . |
Expertise & Qualifications
- Financial and accounting expertise (CPA; Audit Committee financial expert designation) .
- Automotive industry operations and supply chain experience from Gentex, Prince/Johnson Controls, and Arthur Andersen automotive practice .
- Banking/financial services leadership (LMFC; Chemical Financial) .
- Capital formation/advisory experience through Iroquois Ventures .
Equity Ownership
| Holder | Shares Beneficially Owned | Exercisable Options (within 60 days) | % of Class |
|---|---|---|---|
| Garth Deur | 8,480 | 0 | <1% |
- Hedging/Pledging: Prohibited under Company policy (alignment positive) .
- Ownership Guidelines: Required 5x annual retainer; director compliance status individually not disclosed .
Governance Assessment
- Strengths: Independent director with audit chair responsibilities and designated financial expert status; broad operating and financial background across automotive and financial services; active on Audit, Compensation, and Executive Committees; anti-hedging/pledging and clawback policies enhance alignment and risk control .
- Engagement: Board/committee meeting cadence and attendance thresholds met across 2024; all directors attended the 2024 Annual Meeting; independent Chair structure with executive sessions supports oversight quality .
- Alignment: Director equity via annual RS grants and 5x retainer ownership guidelines; no options exercisable for Deur; beneficial ownership disclosed; hedging/pledging prohibited .
- Potential conflicts/optics: Prior Gentex executive employment considered in independence review; Board concluded no interference; Compensation Committee’s use of Mercer alongside corporate engagement with Marsh disclosed with independence assessment—monitor ongoing consultant relationships to avoid perceived conflicts .
- Red flags: None disclosed specific to Deur—no related-party transactions identified, no Section 16 filing delinquencies, attendance thresholds met; personal aircraft use is permitted for directors but no 2024 usage indicated for Deur in “All Other Compensation” breakdown .