Douglas Trussler
About Douglas Trussler
Douglas Trussler (age 54) joined the MPAA Board on March 31, 2023. He co-founded Bison Capital in 2001 and serves as General Partner across six institutional private equity funds, with prior roles at Windward Capital Partners and Credit Suisse First Boston; he holds an HBA from Ivey Business School (Western University) . The Board has formally determined he is not independent due to MPAA’s 10% Convertible Notes due 2029 issued to Bison Capital and ongoing obligations under that transaction . He is not currently assigned to any Board committee at MPAA . In FY2025, the Board met 7 times and each director attended at least 75% of meetings; all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bison Capital | Co‑founder; General Partner | 2001–present | Managed six institutional PE funds totaling >$1.0B in capital commitments |
| Windward Capital Partners LP | Investment professional | 1993–2000 | Private equity investing |
| Credit Suisse First Boston | Investment banking | 1993–2000 | Corporate finance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Sentinel Offender Services, LLC | Director | Current | Private company board |
| Silicon Recycling Services, LLC | Director | Current | Private company board |
| FinFit, LLC | Director | Current | Private company board |
| TwinMed, LLC | Director | Current | Private company board |
| Ocean Media, LLC | Director | Current | Private company board |
| Lapmaster Holdings, LLC | Director | Current | Private company board |
| Total Scholastic Solutions | Director | Current | Private company board |
| Motive Energy | Director | Current | Private company board |
| General Finance Corporation; KeyTech Limited; Ease Entertainment Services, LLC; MVConnect Holdings, LLC; Clinical Research Laboratories, LLC; Performance Team Freight Systems, Inc.; Big Rock Sports, LLC; Global Benefits Group, Inc. | Former Director | Past 10 years | Mix of public and private boards; >30 boards served lifetime |
Board Governance
- Independence status: Not independent owing to the March 31, 2023 Bison Capital 10% Convertible Notes due 2029; he was appointed to the Board in connection with that transaction .
- Committee assignments: None listed for FY2025; he is not shown as a member of Audit, Compensation, or Nominating & Governance .
- Attendance: Board met 7 times in FY2025; each director attended ≥75%; all directors attended the Sept 5, 2024 annual meeting .
- Executive sessions: Independent directors formally meet without management after regular meetings (policy adopted Nov 2024) .
- Lead independent director: Joseph Ferguson (also Audit Committee member) .
Fixed Compensation
| Component (FY2025) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $62,500 | Paid to Bison Capital Asset Management, LLC for Mr. Trussler’s Board service through March 31, 2025 |
| Committee member retainers | $0 | No committee memberships |
| Committee chair fees | $0 | Not a chair |
| Meeting fees | $0 | No per‑meeting fees under current program |
| Equity grant (annual RSUs) | $0 | Waived by Mr. Trussler; he declined annual equity awards |
| Total FY2025 director comp | $62,500 | Cash only; no equity |
Program context (for comparison): Non‑employee directors typically receive $62,500 cash plus an annual ~$100,000 RSU grant; additional retainers apply for committee roles and Lead Independent Director; no per‑meeting fees .
Performance Compensation
| Element | Standard Terms | Mr. Trussler (FY2025) |
|---|---|---|
| Annual RSU grant | ~$100,000 grant-date fair value; vests after 1 year | Waived (no equity received) |
| Performance-based equity for directors | Not applicable (director equity is time-based RSUs) | Not applicable; he waived equity |
Note: MPAA prohibits director hedging and pledging of company stock under its Insider Trading Compliance Policy; a Dodd‑Frank compliant clawback policy applies to incentive compensation (primarily executive officers) .
Other Directorships & Interlocks
- Current public-company directorships: None listed for Mr. Trussler in MPAA’s proxy snapshot .
- Significant shareholder interlock: Bison Capital (entities affiliated with Mr. Trussler) holds 3,019,738 MPAA shares (13.7%) and is the holder of MPAA’s 10% Convertible Notes due 2029; his not‑independent status is tied to this financing .
- Additional significant holders for context: 325 Capital (affiliated with director Anil Shrivastava) owns 10.4%; Shrivastava remains independent per Board determination .
Expertise & Qualifications
- Skills Matrix highlights (self‑rated by directors): Significant in public company experience, corporate governance, capital allocation/financing, financial literacy, information technology; significant strategic planning and senior leadership; some cybersecurity and legal/regulatory; significant industry experience; some shareholder advocacy .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Douglas Trussler (personal) | — | * | No personal beneficial ownership reported; “*” denotes <1% |
| Bison Capital Partners (affiliated holder) | 3,019,738 | 13.7% | Listed 5%+ beneficial owner; separate from personal holdings |
- Ownership guidelines: Non‑employee directors are expected to own stock worth 3x their annual cash retainer within ~5 years; the policy allows time‑based unvested RSUs to count toward compliance (options excluded) .
- Pledging/hedging: Prohibited for directors .
Governance Assessment
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Strengths
- Deep private equity, capital allocation, and financial oversight experience; significant strategic and industry familiarity—valuable for capital structure, M&A, and aftermarket dynamics .
- Boardwide attendance was solid (≥75%) during FY2025; formalized independent executive sessions and a lead independent director framework support oversight .
-
Concerns and RED FLAGS
- Not independent: Board explicitly determined non‑independence due to Bison’s 10% Convertible Notes and ongoing obligations; he was appointed in connection with the financing .
- Related‑party exposure: Bison is both a major shareholder (13.7%) and creditor (10% notes due 2029); board cash fees for Mr. Trussler’s service were paid to Bison Capital Asset Management, LLC—raising potential alignment and conflict questions (creditor vs. common equity interests) .
- Ownership alignment: He waived equity grants and reports no personal beneficial ownership, which weakens direct alignment with common shareholders under MPAA’s director equity framework .
- Committee influence: No current committee assignments reduce direct involvement in audit, compensation, or nominating oversight levers .
Overall, Mr. Trussler brings considerable PE and capital markets expertise but presents material independence and related‑party risks linked to Bison’s financing and equity position. Investors should monitor: (i) any amendments to the convertible notes, (ii) board processes for managing recusals on Bison‑related matters, (iii) any changes to his equity ownership posture, and (iv) any future committee appointments that could increase or mitigate conflict exposure .