Jeffrey Mirvis
About Jeffrey Mirvis
Jeffrey Mirvis (age 61) has served as an independent director of Motorcar Parts of America since February 3, 2009 and is Chair of the Compensation and Human Resources Committee and a member of the Nominating & Corporate Governance Committee . He is CEO of MGT Industries, a privately held apparel company where he led the shift of production and sourcing to Asia; previously, he was a commercial loan officer at Union Bank of California after completing its Commercial Lending Program, and he holds a B.A. in economics from UC Santa Barbara . The proxy highlights his international business, operational/production and leadership experience; Board independence status is “Yes” .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MGT Industries, Inc. | Chief Executive Officer | “24 year tenure as chief executive” (as stated) | Moved production and sourcing to Asia; manufacturing expertise |
| Union Bank of California | Commercial Loan Officer | Prior to 1990 | Completed Commercial Lending Program |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Wildwood School (Los Angeles) | Board Member | Nine years | Non-profit/education board service |
| Other public company boards | — | — | None disclosed for Mirvis in director snapshot |
Board Governance
- Committee assignments: Chair, Compensation and Human Resources; Member, Nominating & Corporate Governance .
- Independence: Yes . Lead Independent Director is Joseph Ferguson .
- Attendance and engagement: Board met 7 times in FY2025; each then-director attended at least 75% of Board and committee meetings; all directors attended the Sept 5, 2024 annual meeting .
- Committee activity: Compensation Committee met 5 times in FY2025; Nominating & Corporate Governance met 4 times; Audit met 4 times .
- Executive sessions: Policy adopted November 2024 for independent directors to meet without management after regular Board meetings .
- Compensation oversight: Compensation Committee Report signed by Mirvis (Chair), affirming inclusion of the CD&A and pay-for-performance alignment actions .
- Interlocks: No compensation committee interlocking relationships; and no exec officers serve on other companies’ boards/comp committees where MPAA directors are executives .
- Governance policies: Majority voting for directors; director ownership guidelines; prohibitions on hedging/pledging; related party transaction policy .
Fixed Compensation
| Item | FY2025 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $80,771 | Non-employee director cash fees |
| Stock Awards (grant-date fair value) | $90,929 | RSUs vest on one-year anniversary |
| Total | $171,700 | Aggregate FY2025 director compensation |
Director fee policy (for context):
- Annual base retainer: $62,500 for non-employee directors; no meeting fees .
- Committee chair retainers: Audit Chair $20,000; Compensation Chair $15,000; Nominating & Corporate Governance Chair $10,000 .
- Committee member retainers: Audit $10,000; Compensation $7,500; Nominating & Corporate Governance $5,000 .
- Annual equity grants: RSUs increased from $65,000 to $100,000 grant-date fair value beginning Sept 13, 2021 .
Performance Compensation
| Equity Instrument | FY2025 Grant FV | Unvested Units (as of 3/31/2025) | Vesting | Options Outstanding |
|---|---|---|---|---|
| RSUs | $90,929 | 15,570 shares (per director other than Trussler/Shrivastava) | RSUs vest on the one-year anniversary of grant | None (no unvested option awards held by non-employee directors) |
Policy controls:
- Clawback policy applies to Section 16 officers for erroneously paid incentive compensation on or after Oct 2, 2023; time- and performance-vesting equity subject to recovery; triggered by accounting restatements .
- Hedging and pledging of company securities are prohibited for directors/officers/employees .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards | None disclosed for Mirvis in the director snapshot |
| Interlocks | No compensation committee interlocks; no reciprocal executive/director interlocks reported |
Expertise & Qualifications
- Biography highlights: Supply chain, finance and compensation expertise; international production/manufacturing experience .
- Self-rated skills matrix: Public company experience—Some; International business—Some; Corporate governance—None; Financial literacy/expertise—Some; Information services/technology—None; Legal/regulatory/public policy—None .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares beneficially owned | 76,320 | Determined under SEC rules |
| Percent of class | Less than 1% | Based on 19,352,135 shares outstanding (July 16, 2025) |
| Unvested RSUs | 15,570 (per non-employee director other than Trussler/Shrivastava) | As of March 31, 2025 |
| Options (exercisable/unexercisable) | None (no unvested option awards for non-employee directors) | — |
| Pledged shares | Prohibited by Insider Trading Policy | — |
| Ownership guidelines | Directors must hold stock worth 3x annual cash retainer within ~5 years | Unvested time-vested RSUs count; vested unexercised options do not |
| Compliance status | As of March 31, 2025, all non-employee directors except newer directors Liebau and Warfield met the 3x guideline (Mirvis included) | Deadlines listed for newer directors |
Governance Assessment
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Strengths
- Long-tenured, independent director and Compensation Chair; active committee engagement (5 Compensation meetings FY2025) and full Board attendance thresholds met .
- Clear governance controls: majority voting; ownership guidelines; hedging/pledging prohibitions; robust related-party transaction policy .
- Shareholder support for compensation programs: 90% say-on-pay approval at 2024 annual meeting; 2025 say-on-pay passed (13,599,661 for; 176,766 against; 574,938 abstentions) .
- No interlock concerns disclosed and Section 16 compliance report lists no late filings for Mirvis .
-
Watch items
- Self-assessed “None” for corporate governance, information technology, and legal/regulatory experience may indicate reliance on other directors for these domains; continued development expected given Compensation Chair role .
- External CEO role at a private apparel company (MGT Industries) is unrelated to auto aftermarket but warrants routine related-party monitoring; MPAA maintains a formal related person transaction policy and Audit Committee oversight .
-
Signals for investors
- Director pay structure skews toward equity via annual RSUs with one-year vesting, supporting alignment; Mirvis complies with 3x retainer ownership guideline .
- Board refreshed with new independent directors and instituted formal executive sessions, strengthening oversight posture .
- Audit Committee retained EY for FY2026 after independence/performance evaluation, indicating stable financial oversight .