Barbara Whittaker
About Barbara L. Whittaker
Independent director since February 21, 2017 (age 74), chair of the Nominating & Corporate Governance Committee. Veteran automotive procurement and supply chain executive: founded BW Limited LLC in 2010; led a supplier JV that launched Detroit Manufacturing Systems in 2011 (VP & Corporate Secretary until 2018); prior leadership roles at General Motors and Delphi (retired as Executive Director, Global Purchasing). Education: BIndAdm (Kettering University), MBA (Wayne State), INSEAD Advanced Management Program, University of Michigan Executive Development; Six Sigma Green Belt; Kellogg Women’s Director Development Program .
Past Roles
| Organization | Role | Tenure/Dates | Committees/Impact |
|---|---|---|---|
| Detroit Manufacturing Systems | Vice President & Corporate Secretary | 2011–2018 | Co-led JV launch supplying interior components |
| General Motors Corporation | Executive Director, Global Purchasing | Not disclosed | Global procurement leadership |
| Delphi Automotive | Leadership positions | Not disclosed | Operations and supply chain roles |
External Roles
| Organization | Role | Public/Private | Tenure/Dates |
|---|---|---|---|
| Hall Capital Partners | Director | Private | Current |
| Oakland County Art Authority | Director | Private | Current |
| ChanelNet | Director (past) | Private | Not disclosed |
| Care House of Oakland County | Director (past) | Private | Not disclosed |
| Detroit Manufacturing Systems | Director/Officer (past) | Private | 2011–2018 |
| Piston Group | Director (past) | Private | Not disclosed |
Board Governance
- Independence and role: Classified independent; chairs Nominating & Corporate Governance; committee comprised exclusively of independent directors .
- Committee activity: Nominating & Governance met 4 times in FY2025; Audit met 4; Compensation met 5 .
- Board attendance: Board met 7 times in FY2025; each director attended ≥75% of Board and committee meetings; all directors attended the September 5, 2024 annual meeting .
- Lead Independent Director and executive sessions: Joseph Ferguson is Lead Independent Director; independent directors hold executive sessions after regular meetings (formalized November 2024) .
- Governance policies: Majority voting with resignation policy; no poison pill; shareholders can amend bylaws; director stock ownership guidelines (3× annual cash retainer within ~5 years); overboarding limits (none >3 boards) .
- ESG oversight: Nominating & Governance oversees governance structure and ESG; Board refreshment and skills alignment emphasized .
Fixed Compensation (Director)
| Component | Amount (FY2025) | Notes |
|---|---|---|
| Cash retainer | $62,500 | No meeting fees |
| Committee chair fee | $10,000 | Nominating & Governance Chair |
| Total cash | $72,500 | Matches FY2025 actual |
| Annual RSU grant (grant-date fair value) | $100,000 | RSUs vest on 1-year anniversary |
| Stock awards recognized FY2025 | $90,929 | ASC 718 grant-date fair value |
| Total FY2025 director compensation | $163,429 | Cash + stock |
| Unvested RSUs at 3/31/2025 | 15,570 shares | For each non-employee director except Trussler/Shrivastava |
Policy notes:
- Equity grants are annual RSUs (no grant upon appointment); reimbursed for out-of-pocket meeting expenses .
- Committee member retainers: Audit $10,000; Compensation $7,500; Nominating $5,000; Lead Independent Director $20,000; Audit Chair $20,000; Compensation Chair $15,000 .
Performance Compensation (Director)
| Instrument | Performance Metric(s) | Vesting | Quantum |
|---|---|---|---|
| RSUs | None (time-based only) | 1-year cliff vest | $100,000 grant-date fair value per year |
No performance-based equity is granted to non-employee directors; hedging and pledging of company stock are prohibited under insider trading policy .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None (blank in nominee snapshot) |
| Committee roles at other public cos | Not applicable |
| Interlocks/conflicts | No director compensation committee interlocks; no related-party transactions disclosed involving Whittaker |
| Shareholder feedback & say-on-pay | 90% approval in 2024 say-on-pay vote (executive comp) |
Expertise & Qualifications
| Skill/Experience | Rating for Whittaker |
|---|---|
| Public company experience | Some |
| International business | Significant |
| Corporate governance | Significant |
| Capital allocation/corporate financing | Some |
| Financial literacy/expertise | Some |
| Information services & technology | Significant |
| Legal/regulatory/public policy | Some |
| Marketing/sales/business development | Some |
| Strategic planning | Significant |
| HR/exec comp/talent management | Significant |
| Senior leadership (CEO/Chair roles) | None |
| Cybersecurity/data privacy | None |
| ESG & climate risks | Some |
| Industry (automotive aftermarket) | Significant |
| Shareholder advocacy | Some |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Barbara L. Whittaker | 42,559 | <1% | Beneficial ownership as of July 16, 2025; percent based on 19,352,135 shares outstanding |
| Unvested RSUs (3/31/2025) | 15,570 | — | Annual director RSUs; vest in one year |
| Ownership guideline | 3× annual cash retainer within ~5 years | — | As of 3/31/2025, all non-employee directors except Warfield and Liebau met guideline (Whittaker compliant) |
| Hedging/pledging status | Prohibited | — | Insider Trading Compliance Policy |
Section 16(a) compliance:
- No late filings disclosed for Whittaker in FY2025; late filings were noted for Warfield, Shah, and Gay .
Governance Assessment
- Strengths: Independent director with deep OEM procurement and aftermarket supply chain expertise; chairs Nominating & Governance; strong governance framework (majority voting with resignation policy; independent committees; executive sessions; ownership guidelines) supports board effectiveness and investor alignment .
- Alignment: Meets director stock ownership guideline; annual RSU grants align director interests; hedging/pledging prohibited, reducing misalignment risk .
- Engagement/Attendance: Board and committee attendance thresholds met; direct shareholder engagement program and strong say-on-pay support indicate constructive investor relations .
- Conflicts/Red Flags: No related-party transactions involving Whittaker disclosed; no public company interlocks; overboarding limits in place; monitor board independence amidst Bison convertible note relationship (non-independent director Trussler) but committee independence maintained .
Overall signal: Governance role clarity, independence, and ownership compliance are supportive of investor confidence; absence of conflicts or pledging, plus procurement/supply chain acumen, strengthens oversight of MPAA’s operations and ESG governance .