Michael Kestner
OPENLANEAbout Michael T. Kestner
Independent director since December 2013 and Chair of the Board since April 2023; age 71. Former multi-decade CFO and CPA with deep audit, controls, and capital markets experience across automotive and building products; designated “audit committee financial expert.” Expected transition post-2025 annual meeting: J. Mark Howell to become Board Chair, and Kestner to serve as Audit Committee Chair (if both are re-elected), maintaining a governance-critical role over financial reporting and risk oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hilite International, Inc. | EVP, CFO and Director | Oct 1998–Jul 2011 | Led accounting/reporting, internal controls, risk mgmt; M&A/strategic transactions |
| Sinter Metals, Inc. | CFO | 1995–1998 | Financial reporting and controls |
| Building Materials Holding Corp. | CFO | Aug 2013–Dec 2015 | Cost initiatives, capital markets |
| FocusCFO, LLC | Partner (part-time CFO services) | Apr 2012–Aug 2013 | Financial advisory |
| KPMG LLP | Senior Audit Manager | Prior to 1995 | Audit, internal controls |
| Banc One Capital Partners; Wolfensohn Ventures LP | Investment/finance roles | Prior to 1995 (not dated) | Corporate finance, investor relations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Building products & automotive sectors | Independent Consultant | Since Dec 2015 | Ongoing advisory |
| Hilite International, Inc. | Director (in addition to CFO) | Oct 1998–Jul 2011 | Board experience (non-public) |
Board Governance
- Current roles: Independent Chair of the Board (since Apr 2023), Audit Committee member; designated “audit committee financial expert.” Executive sessions of independent directors occur at every regularly scheduled Board meeting, presided over by the independent Chair (Kestner) .
- Independence: Affirmatively determined independent under NYSE standards .
- Attendance: Board met 5 times in 2024; all incumbent directors attended at least 75% of Board and applicable committee meetings; Audit (8), Compensation (7), Nominating & Corporate Governance (4) meetings held in 2024 .
- Expected post-2025 roles: Howell to become Board Chair; Kestner to become Audit Committee Chair, enhancing direct oversight of financial reporting and IT/cyber risk .
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Annual Cash Retainer | $85,000 | Payable quarterly; option to take in stock |
| Independent Chair Fee | $100,000 | Implemented in 2023 |
| Audit Committee Membership Fee | $7,500 | Member (not Chair in 2024) |
| Audit Committee Chair Fee | $0 (Kestner not Chair in 2024) | Increased from $25,000 to $35,000 effective Jun 7, 2024 |
| Compensation Committee Chair Fee | $0 | Not applicable |
| Nominating & Corporate Governance Chair Fee | $0 | Not applicable |
| Total Cash Fees (2024) | $192,500 | Sum of retainers/fees above |
| Annual Stock Retainer (Grant-date FV) | $170,015 | 10,132 restricted shares granted at Jun 7, 2024 annual meeting; vests after 1 year; subject to forfeiture until vested |
| Equity Form/Election | Deferred share account (100% of annual stock retainer) | Settled in stock on departure (installments possible) |
Performance Compensation
| Director Performance Metrics | Status |
|---|---|
| Performance-based (director) | None; director comp comprises cash retainer, equity retainer, committee fees; no meeting fees |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company directorships | None disclosed for Kestner |
| Prior public company boards | Not disclosed |
| Private/non-profit/academic boards | Hilite International, Inc. (director while CFO) |
| Compensation Committee interlocks | None; not a 2024 Compensation Committee member |
Expertise & Qualifications
| Attribute | Evidence |
|---|---|
| CPA; Audit Committee Financial Expert | CPA and audit/controls background; designated audit committee financial expert |
| Financial reporting/internal controls | 20+ years CFO experience; accounting, reporting, controls, risk management |
| Capital markets/M&A | Investor relations, capital allocation, complex transactions, M&A/divestitures |
| Education | Southeast Missouri State University (degree) |
| Industry experience | Automotive and building products; domestic and international |
Equity Ownership
| Item | Amount |
|---|---|
| Total beneficial ownership (common) | 87,289 shares; less than 1% of class (*) |
| Unvested restricted shares (or unvested phantom shares if deferred) | 10,132 |
| Deferred phantom shares (vested) | 66,235 |
| Director stock ownership guideline | Minimum 5x annual cash retainer; 3-year holding requirement post-vesting |
| Compliance with guideline | In compliance (all non-employee directors except Altschuler) |
| Hedging/pledging | Prohibited by Company policy |
Notes: Beneficial ownership per SEC rules; deferred accounts settle in Company stock following Board departure; no director meeting fees; equity awards subject to forfeiture/holding requirements .
Governance Assessment
- Board effectiveness: Independent Chair role (Kestner) with robust executive sessions, structured agendas/material review, and third-party facilitated annual board evaluation in 2024; Kestner leads director interviews and feedback sessions—positive signal for board discipline and continuous improvement .
- Financial oversight: Audit Committee financial expert; expected Audit Chair post-2025 meeting, strengthening direct oversight of financial reporting, related-person transactions, cybersecurity, and risk management—aligned with investor confidence priorities .
- Independence and engagement: NYSE independence affirmed; ≥75% attendance; independent committees; majority voting and robust director education/refreshment practices—favorable governance posture .
- Ownership alignment: High equity emphasis (annual stock retainer; 3-year holding period), anti-hedging/pledging, and 5x retainer ownership guideline; Kestner defers equity to share account, increasing skin-in-the-game .
- Compensation reasonableness: Cash retainer plus role-based fees; equity retainer standardized; no meeting fees; paid at market-informed levels—limited risk of pay-driven conflicts .
- RED FLAGS: None disclosed specific to Kestner (no related-party transactions in biography; no Section 16 delinquency reported for him). Structural consideration: Apax and Periphas preferred holders designate board representation, but Kestner is independent and not compensated by those investors; majority of board is independent .
Shareholder sentiment: Strong say-on-pay support (97% in 2024; ~95% 5-year average) indicative of confidence in compensation governance overseen by the board .