David Bryan
About David Bryan
Dr. David Bryan (age 73) has served as an independent director of Motorcar Parts of America, Inc. since June 9, 2016, currently sitting on the Nominating and Corporate Governance Committee. He directs The Center for The Common Good, previously co-founded and led New Roads School (1995–2013), lectured in economics at UC Santa Cruz (2014–2020), and chairs the boards of Brave New Films (501(c)(3) and 501(c)(4)); he is also a content creator/co-producer for the podcast Curiosity Invited. He holds a B.A. (SUNY Stony Brook), M.S. (UCLA), and J.D. and Ph.D. (SUNY Buffalo), bringing significant corporate governance, strategic planning, and talent management experience to MPAA’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Roads School | Co-founder and Founding Head | 1995–2013 | Built governance and education programs; organizational leadership |
| UC Santa Cruz (Economics Dept.) | Lecturer | 2014–2020 | Academic instruction; analytical rigor |
| The Ojai Foundation | Board Member (prior) | Not disclosed | Non-profit governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Center for The Common Good | Director | Current | Incubates creative innovation in business/education/community partnerships |
| Brave New Films (501(c)(3) and 501(c)(4)) | Chair of Boards | Current | Board leadership; civic media governance |
| Curiosity Invited (Podcast) | Content creator and co-producer | Current | Communications and public engagement |
Board Governance
- Committee memberships: Nominating and Corporate Governance (member; chair is Barbara Whittaker) .
- Independence: Determined independent under SEC and Nasdaq standards .
- Attendance and engagement: Board met seven times in FY2025; each director attended ≥75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors formalized executive sessions starting November 2024 .
- Director ownership guidelines: Required ownership equals 3x annual cash retainer within ~5 years; as of March 31, 2025, all non-employee directors except newer directors (Liebau, Warfield) met the guideline—implying Bryan is compliant .
- Lead independent director: Joseph Ferguson .
Fixed Compensation
| Component | Structure | FY2025 Amount (Bryan) |
|---|---|---|
| Annual cash retainer | $62,500 (no per-meeting fees) | $70,729 (includes committee membership retainer(s)) |
| Committee chair fees | Audit Chair $20,000; Comp Chair $15,000; Nominating Chair $10,000 | N/A (Bryan not a chair) |
| Committee member fees | Audit $10,000; Compensation $7,500; Nominating $5,000 | Included in cash total |
| Reimbursement | Reasonable out-of-pocket expenses reimbursed | As incurred |
Performance Compensation
| Equity Type | Grant Practice | FY2025 Grant (Bryan) | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (directors) | Annual grant size increased to $100,000 grant-date FV starting 9/13/2021 | $90,929 grant-date FV | One-year cliff vest | None (time-based RSUs only) |
| Unvested RSUs (as of 3/31/2025) | For most non-employee directors | 15,570 unvested shares (Bryan included; Trussler and Shrivastava waived) | One-year from grant | None |
No options or performance-conditioned equity disclosed for directors; equity awards are time-based RSUs only .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Bryan |
| Private/non-profit boards | Brave New Films (Chair); prior Ojai Foundation |
| Interlocks with MPAA competitors/suppliers/customers | None disclosed |
Expertise & Qualifications
- Significant corporate governance experience; strategic planning; HR/compensation and talent management .
- Some financial literacy; cybersecurity/data privacy; shareholder advocacy; industry experience .
- Background in education, communications, and organizational design; independence and boardroom engagement .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 54,354 shares; less than 1% of outstanding |
| Shares outstanding reference | 19,352,135 shares as of July 16, 2025 |
| Unvested RSUs (director) | 15,570 unvested RSUs (Bryan included) |
| Ownership guideline compliance | Meets 3x cash retainer guideline (not among exceptions) |
| Hedging/pledging | Prohibited by Insider Trading Compliance Policy |
Governance Assessment
- Board effectiveness: Bryan adds governance, strategic planning, and talent management expertise; actively engaged via NC&G committee and meets attendance thresholds—supportive for investor confidence .
- Independence and alignment: Independent status, compliance with ownership guidelines, and time-based RSUs indicate alignment without undue risk; hedging/pledging prohibitions further align interests .
- Compensation mix: Balanced cash retainer plus time-based RSUs; no performance equity or options—low risk of pay-for-performance distortions at director level .
- Conflicts and related parties: No related-party transactions or conflicts disclosed for Bryan; broader board disclosures flag Bison/Trussler and 325 Capital considerations, but not implicating Bryan .
- Shareholder signals: 90% say-on-pay approval in 2024 and formalized independent executive sessions in 2024 are positive governance signals; CEO/Chair dual role persists (mitigated by lead independent director and executive sessions) .
Appendix: Board and Committee Activity References
- Board met seven times in FY2025; Audit met four; Compensation met five; Nominating & Corporate Governance met four .